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BSFC 10-K & 10-Q changes, risk factors and insider trading

Blue Star Foods Corp. · OTC · Prepared Fresh Or Frozen Fish & Seafoods · CIK 1730773 · All filings on SEC.gov

Everything below is quoted or computed from Blue Star Foods Corp.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

0 / 0risk-factor paragraphs added / removed in latest 10-K
0new risk-factor headings
0Form 4 filings reporting open-market purchases (last 180 days)
0Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-05-22 (period ending 2025-12-31) with 10-K filed 2025-06-23 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

0new paragraphs
0removed paragraphs
2reworded paragraphs
9,089 → 9,089words in section
Full comparison: every changed paragraph (2)

Green = added, red = removed. Unchanged paragraphs, 2 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

We sell our products in a highly competitive market. The ability of TOBC to successfully sell its salmon and the price therefor,therefore, is highly dependent on the quality of the salmon. A number of factors can negatively affect the quality of the salmon sold, including the quality of the broodstock, water conditions in the farm, the food and additives consumed by the fish, population levels in the tanks, and the amount of time that it takes to bring a fish to harvest, including transportation and processing. Optimal growing conditions cannot always be assured. Although fish grown in RAS production systems are not subject to the disease and parasite issues that can affect salmon grown in ocean pens, there is the potential for organisms that are ubiquitous to freshwater environments to become pathogenic if the fish are subjected to stressful conditions or there is an issue with biomass management.

Reworded

Our success mainly depends on our ability to use and develop our technology and product designs without infringing upon the intellectual property rights of third parties. We may be subject to litigation involving claims of patent infringement or violations of other intellectual property rights of third parties. Holders of patents and other intellectual property rights potentially relevant to our product offerings may be unknown to us, which may make it difficult for us to acquire a license on commercially acceptable terms. There may also be technologies licensed to us and that we rely upon that are subject to infringement or other corresponding allegations or claims by third parties which may damage our ability to rely on such technologies. In addition, although we endeavor to ensure that companies that work with us possess appropriate intellectual property rights or licenses, we cannot fully avoid the risks of intellectual property rights infringement created by suppliers of components used in our products or by companies we work with in cooperative research and development activities. Our current or potential competitors may obtain patents that will prevent, limit or interfere with our ability to make, use or sell our products. The defense of intellectual property claims, including patent infringement suits, and related legal and administrative proceedings can be both costly and time consuming, and may significantly divert the efforts and resources of our technical personnel and management. These factors could effectively prevent us from pursuing some or all of our business operations and result in our customers or potential customers deferring, cancelingcancelling or limiting their purchase or use of our products, which may have a material adverse effect on our business, financial condition and results of operations.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

31new paragraphs
35removed paragraphs
16reworded paragraphs
6,411 → 6,227words in section

New heading “Indonesian Supplier Civil Claim”

New heading “Debt with Third-Party Investors”

New heading “ASU 2025-01 – Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date”

New heading “ASU 2025-05 — Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”

New heading “ASU 2025-07 — Leases (Topic 842)”

New heading “ASU 2025-11 — Interim Reporting (Topic 270)”

New heading “ASU 2025-12 — Accounting Standards Codification Improvements”

Removed heading “Vendor Agreement”

Removed heading “NASDAQ Delisting”

Removed heading “1800 Diagonal Notes”

Removed heading “The FirstFire Note”

Removed heading “Reverse Stock Split”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: default, fine, penalt
“On May 17, 2024, the Company entered into a promissory note with FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (the “FirstFire”), pursuant to which the Company issued a promissory note in the principal amount of $240,000 with an original discount of $40,000 (the “FirstFire Note”). The FirstFire Note accrues interest at a rate of 19% per annum and has a maturity date of April 17, 2025. The proceeds from the sale of the FirstFire Note are for general corporate purposes. The FirstFire Note has mandatory monthly payments due the 17th of each month. …”
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Removed text topics: litigation, breach, covenant
“The parties agreed to certain customary covenants, including those relating to confidentiality and litigation. The parties also agreed to certain mutual indemnification provisions for breaches or inaccuracies in their respective representations and warranties or covenants. There were no transactions with LT during the year ended December 31, 2024.”
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Removed text topics: default, penalt
“On April 16, 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Hart Associates, LLC, a Delaware limited liability company (the “Hart”), pursuant to which the Company issued a promissory note in the principal amount of $300,000 and will issue 10,000 shares of its common stock to Hart (the “Hart Note”). The Hart Note has a one-time interest payment of $50,000 payable on the maturity date of May 15, 2024, which was extended to August 15, 2024. The proceeds from the sale of the Hart Note are for general working capital. …”
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New text topics: default, fine
“On March 10, 2026, the Company issued a convertible promissory note to a third-party investor in the principal amount of $57,500 with an original issue discount of $7,500 (the “March 2026 Convertible Note”). The note included a one-time interest payment of $7,475 paid upon issuance and has a maturity date of December 10, 2026. The proceeds from the issuance were used for general working capital purposes. Upon the occurrence of an event of default, the note accrues default interest at a rate of up to 24% of the outstanding principal balance. …”
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New text topics: default, fine
“On September 16, 2025, the Company issued a convertible promissory note to a third-party investor in the principal amount of $47,059 with an original issue discount of $7,059 (the “September 16, 2025 Convertible Note”). The note bears interest at a rate of 13% and included a one-time interest payment of $6,118 paid upon issuance. The note has a maturity date of June 16, 2026. The proceeds from the issuance were used for general working capital purposes. Upon the occurrence of an event of default, the note accrues default interest at a rate of 24% of the outstanding principal balance. …”
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New text topics: default, fine
“On September 18, 2025, the Company issued a convertible promissory note to a third-party investor in the principal amount of $47,059 with an original issue discount of $7,059 (the “September 18, 2025 Convertible Note”). The note bears interest at a rate of 13% and included a one-time interest payment of $6,118 paid upon issuance. The note has a maturity date of June 16, 2026. The proceeds from the issuance were used for general working capital purposes. Upon the occurrence of an event of default, the note accrues default interest at a rate of 24% of the outstanding principal balance. …”
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Full comparison: every changed paragraph (82)

Green = added, red = removed. Unchanged paragraphs, 4 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Removed

Reverse Split

Removed

On May 7, 2024, the Company’s board of directors approved, and on April 30, 2024, at a special meeting of the stockholders, holders of approximately 62.9% of the Company’s voting power, approved the granting of authority to the Board to amend the Company’s Certificate of Incorporation to effect a reverse stock split of the issued and outstanding shares of the Company’s common stock, by a ratio of not less than 1-for-2 and not more than 1-for-50, with the exact ratio to be determined by the Board in its sole discretion.

Removed

The Board determined to effectuate a 1:50 reverse stock split (the “Reverse Stock Split”) and on May 20, 2024 the Company amended its Certificate of Incorporation to effect the Reverse Stock Split. All shares and per share amounts in the financial statements have been retrospectively adjusted for all periods presented to reflect the Reverse Stock Split.

Removed

Agile Loan

Removed

On January 28, 2025, the Company entered into a subordinated business loan and security agreement with Agile and Agile Capital as collateral agent, which provides for a term loan to the Company in the amount of $420,000 which principal and interest (of $176,400) and has a maturity date of August 15, 2025. Commencing February 7, 2025, the Company is required to make weekly payments of $21,300 until the maturity date.

Removed

Vendor Agreement

Removed

On November 12, 2024 the Company entered into a vendor agreement with Low Tide LLC (“LT”). The term of the agreement is 180 days, with will be automatically renewed for additional successive 180 day terms unless either party gives 90 days written notice to terminate to the other.

Removed

LT has developed products, including but not limited to seafood, under the Wicked Tuna brand using its licensing rights from Pilgrim and the Toby Keith brand, (collectively the “Products”). We will, with LT, promote and sell the Products.

Removed

The Company may, at its discretion, provide funding for the inventory to fulfill a purchase order (each a “PO”) for the Products sold, and the parties will each receive the following:

Removed

The parties agreed to certain customary covenants, including those relating to confidentiality and litigation. The parties also agreed to certain mutual indemnification provisions for breaches or inaccuracies in their respective representations and warranties or covenants. There were no transactions with LT during the year ended December 31, 2024.

Removed

NASDAQ Delisting

Removed

On December 18, 2024, the Company received formal notice from The Nasdaq Stock Market LLC (“Nasdaq”) that the Nasdaq Hearings Panel (the “Panel”) had determined to delist the Company’s securities from Nasdaq based upon the Company’s violation of Listing Rule 5550(a)(2), the “Minimum Bid Price Requirement”. As a result of the Panel’s decision, Nasdaq suspended trading in the Company’s Common Stock effectively with the open of business on Friday, December 20, 2024.

Removed

The Company’s Common Stock was traded on the OTC Markets’ OTC Pink Current Information tier at the end of December 2024. In February 2025, the Company was upgraded to the OTCQB tier.

Reworded

On March July4, 16, 2024,2026, the Company, through TOBC, filed a lawsuitNotice of Application in the Supreme Court of British Columbia (the “Court”) againstin connection with a dispute with their landlords Steven Atkinson, Kathryn Atkinson and Janet Atkinson (the “Landlords”) requestingof athe declaration that their commercial leaseproperty located at 2904 and 29342930 Jameson Road, Nanaimo, B.C. V9R 6W86W8. datedThe Aprilapplication 1,seeks, 2022among byother things, reconsideration and betweensetting TOBCaside and their Landlords isof a validFebruary 23, 2026 order that terminated the Company’s lease and remainsgranted inthe fulllandlords forceimmediate andpossession effect.of the property. The Company also cannotseeks providerelief anyfrom assuranceforfeiture asand toreinstatement of the timinglease, of resolution or outcomealternatively ofother thisinterim matter.and related relief.

Added

The Company’s application asserts that the order was made following a hearing at which the Company did not appear and that certain relevant facts were not before the Court, including that basic rent payments had been made within the time permitted under the lease and that the parties were engaged in mediation regarding a dispute over alleged additional rent & operational contradicting views under the lease.

Added

A hearing on the application was held on March 9, 2026. The presiding judge reserved judgment, and a decision has not yet been issued. The Company cannot predict the outcome of the proceeding or whether the requested relief will be granted.

Added

Indonesian Supplier Civil Claim

Added

The Company, together with its subsidiaries, has initiated legal proceedings against an Indonesian seafood supplier, in the U.S. District Court for the Southern District of Florida. The complaint alleges breach of contract, violation of the Florida Deceptive and Unfair Trade Practices Act, and unjust enrichment arising from shipments delivered in 2022. According to the complaint, certain product lots supplied were determined to be rancid and unmarketable following customer complaints and third-party laboratory testing. The Company asserts that it incurred approximately $0.250 million in direct product losses, in addition to other related costs. The Company is seeking monetary damages, including consequential damages, as well as other relief. The outcome of this matter is currently uncertain, and no assurance can be given regarding the timing or ultimate resolution.

Removed

On January 10, 2025 a notice of civil claim filed by a former employee of TOBC., in the British Columbia Supreme Court. The claim relates to the termination of Mr. Atkinson’s employment with TOBC in February 2024 as well as a separate claim of defamation against the Company. A response to the civil claim was filed by the Company and TOBC. The discovery process in this matter has recently begun and it is difficult at this stage to assess the merits of the claim and the likelihood of a favorable or unfavorable result. The Company cannot provide any assurance as to the timing of resolution or outcome of this matter.

Added

Gross Profit (Loss). Gross profit for the year ended December 31, 2025 is $1,170,698 as compared to gross loss of $1,288,990 for the year ended December 31, 2024. This increase is attributable to lower market prices and lower inventory reserve of $516,619 in comparison to $1,417,305 in the year ended December 31, 2024.

Removed

Gross Profit (Loss). Gross loss for the year ended December 31, 2024 is $1,288,990 as compared to gross profit of $158,077 for the year ended December 31, 2023. This decrease is attributable to higher market prices and higher inventory reserve in comparison to the year ended December 31, 2023.

Reworded

Gross Profit (Loss) Margin. Gross lossprofit margin for the year ended December 31, 20242025 is 35.9%40.5% as compared to gross profitloss margin of 2.6%35.9% for the year ended December 31, 2023.2024. This decreaseincrease is attributable to higherlower market prices and higherlower inventory reserve in comparison to the year ended December 31, 2023.2024.

Reworded

Commissions Expenses. Commissions expenses increaseddecreased to $885 for the year ended December 31, 2025 from $4,490 for the year ended December 31, 2024 from $2,169 for the year ended December 31, 2023.2024. The increasedecrease is attributable to higherlower commissionable revenues.

Reworded

Salaries and Wages Expense. Salaries and wages decreased to $1,668,585$1,074,800 for the year ended December 31, 20242025 as compared to $1,858,004$1,132,211 for the year ended December 31, 2023.2024. This decrease is primarily attributable to a reduction in the number of employees and the absence of stock-based compensation expense for the year ended December 31, 2024.2025.

Reworded

DepreciationDirector andCompensation. Amortization.Director Depreciation and amortization expensecompensation increased to $5,866$552,048 for the year end December 31, 2025 as compared to $536,374 for the year ended December 31, 2024 as compared to $4,521 for the year ended December 31, 2023.2024. This increase is attributable to higherstock-based depreciationcompensation dueexpense in comparison to purchase of new fixed assets in the year ended December 31, 2024.

Removed

Other Operating Expense. Other operating expenses increased 177% to $7,147,468 for the year ended December 31, 2024 as compared to $2,525,661 for the year ended December 31, 2023. This increase is mainly attributable to an increase in legal and professional fees related to our business operations, the valuation allowances recorded for advances and receivables with related parties and the $1.5 million losses sustained from the service agreement that we entered into with Afritex Texas which expired in August 2024.

Removed

Other Income. Other income increased to $51,926 for the year ended December 31, 2024 from $12,708 for the year ended December 31, 2023. This increase is primarily attributable to higher collections received by Keeler & Co. from previously written off receivables.

Removed

Loss on Conversion of Debt. Loss on conversion of debt decreased to $0 for the year ended December 31, 2024 from $977,188 for the year ended December 31, 2023. This decrease is attributable to the decrease on conversion of principal in the Lind note.

Removed

Change in Fair Value of Derivatives and Warrants Liabilities. Change in fair value of derivatives and warrants liabilities decreased to a loss of $354,296 for the year ended December 31, 2024 from a gain of $2,497,088 for the year ended December 31, 2023. This decrease is attributable to fair value measurement for the derivative liability and warrant liability as of December 31, 2024.

Reworded

InterestDepreciation Expense.and InterestAmortization. Depreciation and amortization expense increased to $2,060,718$26,988 for the year ended December 31, 20242025 as compared to $1,771,942 $5,866 for the year ended December 31, 2023.2024. This increase is mainly attributable to thehigher amortizationdepreciation due to purchase of convertiblenew debtfixed discountassets in alongthe withyear interestended expense paidDecember for31, various note payables.2025.

Reworded

NetOther Loss.Operating TheExpense. CompanyOther hadoperating aexpenses netdecreased loss76.4% ofto $12,478,487$1,854,527 for the year ended December 31, 20242025 as compared to a$7,147,468 for net loss of $4,471,612 for the year ended December 31, 2023.2024. TheThis increase in net lossdecrease is primarilymainly attributable to higher expenses recorded in 2024 that did not recur in 2025, including the valuation allowanceallowances recorded for the related party long-term receivable, the valuation allowance for advances toand receivables with related parties, the loss within AFVFLparties and the loss$1.5 million losses sustained from change the service agreement that we entered into with Afritex Texas which expired in fairAugust values of derivative and warrant liabilities.2024.

Added

Other Income. Other income increased to $890,883 for the year ended December 31, 2025 from $51,926 for the year ended December 31, 2024. This increase is primarily attributable to the recognition of funds received under the Employee Retention Tax Credit (“ERTC”) program during 2025 and the write-off of other current liabilities. The ERTC represents a refundable payroll tax credit established under the CARES Act to assist businesses that retained employees during the COVID-19 pandemic.

Added

Loss on Settlement of Debt. Loss on settlement of debt increased to $414,082 for the year ended December 31, 2025 from $0 for the year ended December 31, 2024. This increase is attributable to the increase on conversion of principal in the Diagonal and Quick Capital notes.

Added

Change in Fair Value of Derivatives and Warrants Liabilities. Change in fair value of derivatives and warrants liabilities increased to a gain of $49,565 for the year ended December 31, 2025 from a loss of $354,296 for the year ended December 31, 2024. This increase is attributable to fair value measurement for the derivative liability and warrant liability as of December 31, 2025.

Added

Change in Fair Value of Convertible Notes. Change in fair value of convertible notes increased to a loss of $1,323,039 for the year ended December 31, 2025 from $0 for the year ended December 31, 2024. This increase is attributable to fair value measurement for convertible notes as of December 31, 2025.

Added

Interest Expense. Interest expense decreased to $447,289 for the year ended December 31, 2025 as compared to $2,060,718 for the year ended December 31, 2024. This decrease is mainly attributable to the amortization of convertible debt discount along with interest expense paid for various note payables, as well as the conversion of certain outstanding convertible notes in comparison to the year ended December 31, 2024.

Added

Net Loss. The Company had a net loss of $3,582,512 for the year ended December 31, 2025 as compared to a net loss of $12,478,487 for the year ended December 31, 2024. The decrease in net loss is primarily attributable higher expenses recorded in 2024 that did not recur in 2025, including the valuation allowance recorded for the related party long-term receivable, the valuation allowance for advances to related parties, the loss within AFVFL and the loss from change in fair values of derivative and warrant liabilities.

Reworded

The Company had cash of $326,854$14,436 as of December 31, 2024.2025. At December 31, 2024,2025, the Company had a working capital deficit of $411,225,$2,528,067, as as compared to a working capital surplusdeficit of $899,215 at December 31, 2023, including $165,620 in stockholder loans. The Company’s primary sources of liquidity consisted of inventory of $447,760 and accounts receivable of $349,641$411,225 at December 31, 2024. The Company’s primary sources of liquidity consisted of inventory of $404,979 and accounts receivable of $55,091 at December 31, 2025. The decrease in working capital was due primarily to decreases of inventory of $2,160,761$42,781 and accounts receivable of $184,554$294,550 netted against the decreases change in thefair stockholdervalue loansof convertible notes of $165,620$1,273,474 and increase of short-termaccrued debtcompensation offor $472,760.$480,000.

Reworded

Cash (Used in) Operating Activities. Cash used in operating activities during the year ended December 31, 20242025 was $6,195,893$674,560 as compared to cash used in operating activities of $3,530,662$6,195,893 for the year ended December 31, 2023,2024, representing ana increasedecrease of $2,665,231.$5,521,332. The increasedecrease is primarily attributable to aan decreaseincrease in inventory of $1,104,175$24,012 netted against the decreasesincreases in customer refunds of $323,051,$76,177, accounts receivable netted against other current assets of $488,612 and$863,593, increase in payables netted against allowance for advances to affiliated suppliers of $2,059,616$130,056, decrease in inventory obsolescence of $2,141,991, and increase in loss of revaluation of fair value of convertible notes of $1,323,039 for the year ended December 31, 2024.2025.

Reworded

Cash Provided by Financing Activities. Cash provided by financing activities for the year ended December 31, 20242025 was $6,417,872$443,334 as compared to cash provided by financing activities of $3,676,355$6,417,872 for the year ended December 31, 2023.2024. This increasedecrease is mainly attributable to proceeds from common stock offerings and proceeds from short-term loans.

Added

Debt with Third-Party Investors

Added

On August 3, 2024, the Company and Lind entered into a waiver and acknowledgement agreement (the “Waiver Agreement”). Under the Waiver Agreement, the Company and Lind acknowledged that the amounts owing under the convertible promissory note totalled $355,500 as of the date of the agreement.

Added

As of December 31, 2025, the remaining outstanding balance under the Waiver Agreement was $55,500.

Removed

On August 3, 2024 the Company and Lind entered into a waiver and acknowledgement agreement.

Removed

The Company and Lind previously entered into that certain Securities Purchase Agreement, dated as of May 20, 2023, as amended on July 27, 2023 pursuant to which the Company issued Lind a senior convertible promissory note in the principal amount of $300,000. Each of the Company and Lind acknowledge that the amounts owing under the convertible promissory note as of the filing of the Waiver Agreement is equal to $355,500.

Removed

During the year ended December 31, 2024, the Company made aggregate principal payments on the Lind Note of $1,500,000 through the issuance of an aggregate of 1,891,622 shares of common stock. As of December 31, 2024, the outstanding balance on the Lind Note was $55,500, net of debt discount of $27,656.

Removed

Agile Loan

Removed

On March 1, 2024, the Company, through its subsidiary Keeler & Co. (“Borrowers”) entered into a subordinated business loan and security agreement with Agile and Agile Capital as collateral agent, which provides for a term loan to the Company in the amount of $210,000 which principal and interest (of $79,800) is due on August 29, 2024. Commencing March 7, 2024, the Company is required to make weekly payments of $11,146 until the due date. The loan may be prepaid subject to a prepayment fee. An administrative agent fee of $10,000 was paid on the loan which was recognized as a debt discount and amortized over the term of the loan. In connection with the loan, Agile was issued a subordinated secured promissory note, dated March 1, 2024, in the principal amount of $210,000 which note is secured by all of the Borrowers’ assets, including receivables.

Removed

On May 9, 2024, the Borrowers entered into a subordinated business loan and security agreement with Agile and Agile Capital as collateral agent, which provides for a term loan to the Company in the amount of $210,000 which principal and interest (of $84,000) is due on November 22, 2024. Commencing May 17, 2024, the Company is required to make weekly payments of $10,500 until the due date. The loan may be prepaid subject to a prepayment fee. An administrative agent fee of $10,000 was paid on the loan which was recognized as a debt discount and amortized over the term of the loan. In connection with the loan, Agile was issued a subordinated secured promissory note, dated May 9, 2024, in the principal amount of $210,000 which note is secured by all of the Borrowers’ assets, including receivables.

Removed

On July 25, 2024, the Borrowers entered into a subordinated business loan and security agreement with Agile and Agile Capital as collateral agent, which provides for a term loan to the Company in the amount of $210,000 which principal and interest (of $84,000) is due on January 31, 2025. Commencing August 2, 2024, the Company is required to make weekly payments of $10,889 until the due date. The loan may be prepaid subject to a prepayment fee. An administrative agent fee of $10,000 was paid on the loan which was recognized as a debt discount and amortized over the term of the loan. In connection with the loan, Agile was issued a subordinated secured promissory note, dated July 25, 2024, in the principal amount of $210,000 which note is secured by all of the Borrowers’ assets, including receivables.

Reworded

On January 28, 2025, the Company entered into a subordinated business loan and security agreement with Agilea third-party lender and Agilecollateral agent Capital as collateral agent, which providesproviding for a term loan toin the Company in theprincipal amount of $420,000$420,000, whichwith total repayment of principal and interest (of $176,400)$596,400 and has a maturity date of August 15, 2025. Commencing February 7, 2025, the Company is required to make weekly payments of $21,300 until the maturity date. The loan may be prepaid subject to a prepayment fee. Administrative In connection with the loan, the Company paid an administrative agent fee of $20,000 was paid on the loan$20,000, which was recognizedrecorded as a debt discount and is being amortized over the term of the loan. In connectionThe withloan theis loan,evidenced Agile was issuedby a subordinated secured promissory note,note dated January 28, 2025,2025 in the principal amount of $420,000 which noteand is secured by substantially all of the Borrowers’Company’s assets, including receivables.

Removed

1800 Diagonal Notes

Removed

On April 16, 2024, pursuant to a securities purchase agreement, the Company issued to 1800 Diagonal Lending LLC, a Virginia limited liability company (“Diagonal”) a convertible promissory note in the principal amount of $138,000 with an original issue discount of $23,000 (the “April Diagonal Note”). The April Diagonal Note has a one-time interest payment of $26,220 paid upon issuance and a maturity date of January 15, 2025. The proceeds from the sale of the April Diagonal Note are for general working capital. Upon the occurrence of an event of default as described in the April Diagonal Note, the note will become immediately due and payable at a default interest rate of 22% of the then outstanding principal amount of the note. Additionally, Diagonal will have the right to convert all or any part of the outstanding and unpaid amount of the note into shares of the Company’s common stock at a conversion price of 61% of the market price as described in the First Diagonal Note. The Company may not, without Diagonal’s written consent, sell, lease, or otherwise dispose of any significant portion of its assets except in the ordinary course of business. The Company will reserve a sufficient number of shares to provide for the issuance of shares upon the full conversion of the First Diagonal Note. During the year ended December 31, 2024, the Company made principal payments on the loan totaling $138,000 and interest payments of $26,220. The outstanding balance on the loan was $0 as of December 31, 2024.

Reworded

On September 9, 2024, pursuant to a securities purchase agreement, the Company issued a convertible promissory note to a third-party investor in the principal amount of $179,400 with an original issue discount of $23,400 (the “September Diagonal2024 Convertible Note”). The Septembernote Diagonal Note hasincluded a one-time interest payment of of $23,322 paid upon issuance and had a maturity date of June 15, 2025. The proceeds from the Septemberissuance Diagonalwere Note areused for general working workingcapital capital.purposes. Upon the occurrence of an event of default as described in the September Diagonal Note, theThe note will become immediately due and payable at a default interest rate of 22% of the then outstanding principal amount of the note. The September Diagonal Note hasrequired an initial payment of $131,769 due on March 15, 2025, withfollowed by monthly payments of $23,651 due on the 15th of every each month thereafter untilthrough June 15, 2025. Upon the occurrence of an event of default, the note accrues default interest at a rate of 22% of the outstanding principal balance.

Reworded

On October 1, 2024, pursuant to a securities purchase agreement, the Company issued to Diagonal a convertible promissory note to a third-party investor in the principal amount of $121,900 with an original issue discount of $15,900 (the “October Diagonal2024 Convertible Note”). The Octobernote Diagonal Note hasincluded a one-time interest payment of $14,628 paid upon issuance and had a maturity date of June 30, 2025. The proceeds from the saleissuance ofwere the October Diagonal Note areused for general working capital capital.purposes. Upon the occurrence of an event of default as described in the October Diagonal Note, theThe note will become immediately due and payable at a default interest rate of 22% of the then outstanding principal amount of the note. The October Diagonal Note hasrequires mandatory monthly payments of $15,170 beginning on October 30, 2024, and duecontinuing on the 30th of every each month thereafter untilthrough February 28, 2025. Upon the occurrence of an event of default, the note accrues default interest at a rate of 22% of the outstanding principal balance.

Reworded

On December 16, 2024, pursuant to a securities purchase agreement, the Company issued to Diagonal a convertible promissory note to a third-party investor in the principal amount of $90,850 with an original issue discount of $11,850 (the “December Diagonal2024 Convertible Note”). The Decembernote Diagonal Note hasincluded a one-time interest payment of $10,902 paid upon issuance and had a maturity date of September 15, 2025. UponThe proceeds from the occurrenceissuance ofwere anused eventfor ofgeneral defaultworking capital aspurposes. described in the December Diagonal Note, theThe note will become immediately due and payable at a default interest rate of 22% of the then outstanding principal amount of the note. The December Diagonal Note hasrequires mandatory monthly payments of $11,306 beginning on January 15, 2025, and duecontinuing on the 15th of every each month thereafter untilthrough September 15, 2025. Upon the occurrence of an event of default, the note accrues default interest at a rate of 22% of the outstanding principal balance.

Reworded

On January 28, 2025, pursuant to a securities purchase agreement, the Company issued to Diagonal a convertible promissory note to a third-party investor in the principal amount of $149,650 with an original issue discount of $19,650 (the “January Diagonal2025 Convertible Note”). The Januarynote Diagonal Note hasincluded a one-time interest payment of $19,454 paid upon issuance and had a maturity date of October 30, 2025. The proceeds from the issuance were used for general working capital purposes. The note required an initial payment of $109,918 due on July 30, 2025, followed by monthly payments of $19,728 due on the 30th of each month thereafter through October 30, 2025. Upon the occurrence of an event of default as described in the January Diagonal Note,default, the note willaccrues becomedefault immediately due and payable interest at a defaultrate interest rate of 22% of the then outstanding principal amount of the note. The January Diagonal Note has an initial payment of $109,918 due on July 30, 2025, with monthly payments of $19,728 due on the 30th of every month thereafter until October 30, 2025.balance.

Added

On August 25, 2025, the Company issued a convertible promissory note to a third-party investor in the principal amount of $169,500 with an original issue discount of $25,425 (the “August 2025 Convertible Note”). The note included a one-time interest payment of $22,035 paid upon issuance and has a maturity date of August 25, 2026. The proceeds from the issuance were used for general working capital purposes. The note requires an initial payment of $95,768 due on February 25, 2026, followed by monthly payments of $15,961 due on the 25th of each month thereafter through August 25, 2026. Upon the occurrence of an event of default, the note accrues default interest at a rate of 22% of the outstanding principal balance.

Added

On December 5, 2025, the Company issued a convertible promissory note to a third-party investor in the principal amount of $73,025 with an original issue discount of $9,525 (the “December 2025 Convertible Note”). The note included a one-time interest payment of $9,493 paid upon issuance and has a maturity date of December 5, 2026. The proceeds from the issuance were used for general working capital purposes. Upon the occurrence of an event of default, the note accrues default interest at a rate of 22% of the outstanding principal balance. The holder may convert all or any portion of the outstanding balance of the note into shares of the Company’s common stock at a conversion price equal to 75% of the market price, as defined in the note.

Added

On September 16, 2025, the Company issued a convertible promissory note to a third-party investor in the principal amount of $47,059 with an original issue discount of $7,059 (the “September 16, 2025 Convertible Note”). The note bears interest at a rate of 13% and included a one-time interest payment of $6,118 paid upon issuance. The note has a maturity date of June 16, 2026. The proceeds from the issuance were used for general working capital purposes. Upon the occurrence of an event of default, the note accrues default interest at a rate of 24% of the outstanding principal balance. The holder may convert all or any portion of the outstanding balance of the note into shares of the Company’s common stock at a conversion price equal to 65% of the market price, as defined in the note.

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What changed in the latest 10-Q

Comparing 10-Q filed 2026-07-31 (period ending 2026-06-30) with 10-Q filed 2026-07-16 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

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27 → 27words in section

The section in the latest 10-Q reads in full:

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

No wording changes found in this section.

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Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

23new paragraphs
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5,440 → 6,232words in section

New heading “Six months ended June 30, 2026 and 2025”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

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“Six months ended June 30, 2026 and 2025”
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“Cost of Goods Sold. Cost of goods sold for the six months ended June 30, 2026 decreased to $476,864 as compared to $1,788,764 for the six months ended June 30, 2025. This decrease is attributable to the decrease in poundage sold in the cost of goods and the adjustment to inventory allowance during the six months ended June 30, 2026 compared to the six months ended June 30,2025.”
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Removed text
“Change in Fair Value of Derivatives and Warrants Liabilities. Change in fair value of derivatives and warrants liabilities decreased to $0 for the three months ended March 31, 2026 from $14,090 for the three months ended March 31, 2025. This decrease is attributable to the fair value measurement for the derivative liability for the three months ended March 31, 2026.”
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New text
“Change in Fair Value of Derivatives and Warrants Liabilities. Change in fair value of derivatives and warrants liabilities decreased to $0 for the three months ended June 30, 2026 from $15,846 for the three months ended June 30, 2025. This decrease is attributable to the fair value measurement for the derivative liability for the three months ended June 30, 2026.”
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New text
“Change in Fair Value of Derivatives and Warrants Liabilities. Change in fair value of derivatives and warrants liabilities decreased to $0 for the six months ended June 30, 2026 from $29,936 for the six months ended June 30, 2025. This decrease is attributable to the fair value measurement for the derivative liability for the six months ended June 30, 2026.”
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New text
“Other Income. Other income increased for the three months ended June 30, 2026 to $52,662 from an expense balance of $1,866 for the three months ended June 30, 2025. This increase is mainly attributable to the recognition of funds received under the Employee Retention Tax Credit (“ERTC”) program during the three months ended June 30, 2026.”
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Reworded

Three months ended MarchJune 31,30, 2026 and 2025

Reworded

Net Revenue. Revenue for the three months ended MarchJune 31,30, 2026 decreased 74.0%54.6% to $250,259$532,417 as compared to $960,758$1,172,340 for the three months ended MarchJune 31,30, 2025 as a result of a decrease in poundage sold during the three months ended MarchJune 31,30, 2026.

Reworded

Cost of Goods Sold. Cost of goods sold for the three months ended MarchJune 31,30, 2026 decreased to $241,512$235,352 as compared to $869,114$919,650 for the three months ended MarchJune 31,30, 2025. This decrease is attributable to the decrease in poundage sold in the cost of goods and the adjustment to inventory allowance during the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,2025.30,2025.

Reworded

Gross Profit. Gross profit for the three months ended MarchJune 31,30, 2026 decreasedincreased to $8,747$297,065 as compared to $91,644$252,690 in the three months MarchJune 31,30, 2025. This decreaseincrease is due to the adjustmentdecrease toin inventorycost allowanceof recordedgoods duringsold exceeded the decrease in revenue, resulting in an improvement in gross margin for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025.

Reworded

SalariesCommissions. and Wages Expense. Salaries and wagesCommissions expense decreased to $182,877$0 for the three months ended MarchJune 31,30, 2026 as compared to $270,284 $460 for the three months ended MarchJune 31, 30, 2025. This decrease is mainly attributable to ano reductioncommissionable in the number of employeessales as of March 31,June 30, 2026.

Removed

Director Compensation. Director compensation was $138,012 for the three months end March 31, 2026 and 2025, resulting in no change compared to the prior-year period.

Removed

Depreciation and Amortization. Depreciation and amortization expense was $6,386 for the three months ended March 31, 2026 and 2025, resulting in no change compared to the prior-year period..

Reworded

OtherSalaries Operatingand Wages Expense. OtherSalaries operatingand wages expense decreased to $201,565$184,948 for the three months ended MarchJune 31,30, 2026 fromas $648,483compared to $333,226 for the three months ended MarchJune 31,30, 2025. This decrease is mainly attributable to legala andreduction professionalin expensesthe relatednumber toof ouremployees businessas operations.of June 30, 2026.

Added

Director Compensation. Director compensation was $138,012 for the three months end June 30, 2026 and 2025, resulting in no change compared to the prior-year period.

Removed

Other Income. Other income decreased for the three months ended March 31, 2026 to $1,280 from $6,615 for the three months ended March 31, 2025. This decrease is mainly attributable to other non-operating income recognized during the three months ended March 31, 2025.

Removed

Change in Fair Value of Derivatives and Warrants Liabilities. Change in fair value of derivatives and warrants liabilities decreased to $0 for the three months ended March 31, 2026 from $14,090 for the three months ended March 31, 2025. This decrease is attributable to the fair value measurement for the derivative liability for the three months ended March 31, 2026.

Removed

Change in Fair Value of Convertible Notes. Change in fair value of convertible notes increased to a loss of $136,729 for the three months ended March 31, 2026 from $0 for the three months ended March 31, 2025. This increase is attributable to fair value measurement for convertible notes as of March 31, 2026.

Removed

Loss on Settlement of Debt. Loss on settlement of debt increased to $47,241 for the three months ended March 31, 2026 from $41,066 for the three months ended March 31, 2025. The increase is attributable to convertible note payments during the three months ended March 31, 2026.

Removed

Interest Expense. Interest expense decreased to $32,530 for the three months ended March 31, 2026 from $208,048 for the three months ended March 31, 2025. The decrease is attributable to the decrease in amortization of debt discount and interest paid and accrued on the notes.

Reworded

NetDepreciation Loss.and NetAmortization. lossDepreciation and amortization expense was $735,313$6,385 for the three months ended MarchJune 31,30, 2026 and as compared to $1,199,930 $6,932 for the three months ended March 31,June 30, 2025. TheThis decrease in net loss is primarilymainly attributable to the changeforeign inexchange fair value of derivative and warrant liabilities andon the interest expense.depreciation for TOBC.

Added

Other Operating Expense. Other operating expense decreased to $122,289 for the three months ended June 30, 2026 from $267,935 for the three months ended June 30, 2025. This decrease is mainly attributable to legal and professional expenses related to our business operations.

Added

Other Income. Other income increased for the three months ended June 30, 2026 to $52,662 from an expense balance of $1,866 for the three months ended June 30, 2025. This increase is mainly attributable to the recognition of funds received under the Employee Retention Tax Credit (“ERTC”) program during the three months ended June 30, 2026.

Added

Change in Fair Value of Derivatives and Warrants Liabilities. Change in fair value of derivatives and warrants liabilities decreased to $0 for the three months ended June 30, 2026 from $15,846 for the three months ended June 30, 2025. This decrease is attributable to the fair value measurement for the derivative liability for the three months ended June 30, 2026.

Added

Change in Fair Value of Convertible Notes. Change in fair value of convertible notes increased to a loss of $57,651 for the three months ended June 30, 2026 from $0 for the three months ended June 30, 2025. This increase is attributable to fair value measurement for convertible notes as of June 30, 2026.

Added

Loss on Settlement of Debt. Loss on settlement of debt was $0 for the three months ended June 30, 2026 and 2025, resulting in no change compared to the prior-year period.

Added

Interest Expense. Interest expense decreased to $20,869 for the three months ended June 30, 2026 from $171,923 for the three months ended June 30, 2025. The decrease is attributable to the decrease in amortization of debt discount and interest paid and accrued on the notes.

Added

Net Loss. Net loss was $65,125 for the three months ended June 30, 2026 as compared to $651,818 for the three months ended June 30, 2025. The decrease in net loss is primarily attributable to the change in fair value of derivative and warrant liabilities and the interest expense.

Added

Six months ended June 30, 2026 and 2025

Added

Net Revenue. Revenue for the six months ended June 30, 2026 decreased 63.3% to $782,676 as compared to $2,133,098 for the six months ended June 30, 2025 as a result of a decrease in poundage sold during the six months ended June 30, 2026.

Added

Cost of Goods Sold. Cost of goods sold for the six months ended June 30, 2026 decreased to $476,864 as compared to $1,788,764 for the six months ended June 30, 2025. This decrease is attributable to the decrease in poundage sold in the cost of goods and the adjustment to inventory allowance during the six months ended June 30, 2026 compared to the six months ended June 30,2025.

Added

Gross Profit. Gross profit for the six months ended June 30, 2026 decreased to $305,812 as compared to $344,334 in the six months June 30, 2025. This decrease is due to the adjustment to inventory allowance recorded during the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Added

Commissions. Commissions expense decreased to $0 for the six months ended June 30, 2026 as compared to $460 for the six months ended June 30, 2025. This decrease is mainly attributable to no commissionable sales as of June 30, 2026.

Added

Salaries and Wages Expense. Salaries and wages expense decreased to $367,825 for the six months ended June 30, 2026 as compared to $603,510 for the six months ended June 30, 2025. This decrease is mainly attributable to a reduction in the number of employees as of June 30, 2026.

Added

Director Compensation. Director compensation was $276,024 for the six months ended June 30, 2026 and 2025, resulting in no change compared to the prior-year period.

Added

Depreciation and Amortization. Depreciation and amortization expense was $12,771 for the six months ended June 30, 2026 and as compared to $13,318 for the six months ended June 30, 2025. This decrease is mainly attributable to the foreign exchange on the depreciation for TOBC.

Added

Other Operating Expense. Other operating expense decreased to $323,854 for the six months ended June 30, 2026 from $916,418 for the six months ended June 30, 2025. This decrease is mainly attributable to legal and professional expenses related to our business operations.

Added

Other Income. Other income increased for the six months ended June 30, 2026 to $53,942 from $4,749 for the six months ended June 30, 2025. This increase is mainly attributable to the recognition of funds received under the Employee Retention Tax Credit (“ERTC”) program during the six months ended June 30, 2026.

Added

Change in Fair Value of Derivatives and Warrants Liabilities. Change in fair value of derivatives and warrants liabilities decreased to $0 for the six months ended June 30, 2026 from $29,936 for the six months ended June 30, 2025. This decrease is attributable to the fair value measurement for the derivative liability for the six months ended June 30, 2026.

Added

Change in Fair Value of Convertible Notes. Change in fair value of convertible notes increased to a loss of $79,078 for the six months ended June 30, 2026 from $0 for the six months ended June 30, 2025. This increase is attributable to fair value measurement for convertible notes as of June 30, 2026.

Added

Loss on Settlement of Debt. Loss on settlement of debt increased to $47,241 for the six months ended June 30, 2026 and 2025 from $41,066 for the six months ended June 30, 2025, resulting in no change compared to the prior-year period.

Added

Interest Expense. Interest expense decreased to $53,399 for the six months ended June 30, 2026 from $379,971 for the six months ended June 30, 2025. The decrease is attributable to the decrease in amortization of debt discount and interest paid and accrued on the notes.

Added

Net Loss. Net loss was $800,438 for the six months ended June 30, 2026 as compared to $1,851,748 for the six months ended June 30, 2025. The decrease in net loss is primarily attributable to the change in fair value of derivative and warrant liabilities and the interest expense.

Reworded

The Company had cash of $16,948$11,119 as of MarchJune 31,30, 2026. At MarchJune 31,30, 2026, the Company had a working capital deficit of $3,134,850$3,136,801 and the Company’s Company’s primary sources of liquidity consisted of inventory of $355,572$393,185 and accounts receivable of $93,425.$31,561.

Reworded

Cash (Used in) Operating Activities. Cash used in operating activities during the threesix months ended MarchJune 31,30, 2026 was $48,670$95,945 as compared compared to cash used in operating activities of $392,550$188,245 for the threesix months ended MarchJune 31,30, 2025. The decrease is primarily attributable to decrease in inventory of $88,842$10,369 and decrease in other current assets of $154,411,$511,467, offset by the increase in receivable of $58,424$7,445 and decrease in payables and accruals of $223,037$259,082 for the threesix months ended MarchJune 31,30, 2026 compared with the three six months ended MarchJune 31,30, 2025.

Reworded

Cash (Used in) Investing Activities. Cash used in investing activities for the threesix months ended MarchJune 31,30, 2026 was $0 as compared to cash used in investing activities of $9,914 for the threesix months ended MarchJune 31,30, 2025. The decrease was mainly attributable to no purchases of fixed assets for the threesix months ended MarchJune 31,30, 2026 compared to the purchases of fixed assets for the threesix months ended MarchJune 31,30, 2025.

Reworded

Cash Provided by Financing Activities. Cash provided by financing activities for the threesix months ended MarchJune 31,30, 2026 was $70,455$55,318 as compared compared to cash provided by financing activities of $80,167$9,162 for the threesix months ended MarchJune 31,30, 2025. The decrease is mainly attributable due to the decreased repayments of short-term loans and less proceeds from short-term loan during the threesix months ended MarchJune 31,30, 2026.

Reworded

During the threesix months ended MarchJune 31,30, 2026, there were no payments to the note principal. As of MarchJune 31,30, 2026 and December 31, 2025, the outstanding outstanding balance on the notes was $55,500.

Reworded

On January 28, 2025, the Company entered into a subordinated business loan and security agreement with a third-party lender and collateral agent providing for a term loan in the principal amount of $420,000, with total repayment of principal and interest of $596,400 and a maturity date of August 15, 2025. Commencing February 7, 2025, the Company is required to make weekly payments of $21,300 until the maturity date. The loan may be prepaid subject to a prepayment fee. In connection with the loan, the Company paid an administrative agent fee of $20,000, which was recorded as a debt discount and is being amortized over the term of the loan. For the threesix months ended MarchJune 30, 31, 2026, the Company made no principal and interest payments. The outstanding balance on the loan was $266,000 as of MarchJune 31,30, 2026.

Reworded

On January 28, 2025, the Company issued a convertible promissory note to a third-party investor in the principal amount of $149,650 with an original issue discount of $19,650 (the “January 2025 Convertible Note”). The January 2025 Convertible Note has an interest rate of 13% with a one-time interest payment of $19,454 paid upon issuance and a maturity date of October 30, 2025. The proceeds from the issuance were used for general working capital purposes. Upon the occurrence of an event of default as described in the January 2025 Convertible Note, the note will become immediately due and payable at a default interest rate of 22% of the then outstanding principal amount of the note. Additionally, the third-party investor will have the right to convert all or any part of the outstanding and unpaid amount of the January 2025 Convertible Note into shares of the Company’s common stock at a conversion price of 75% of the market price as described in the note. The Company may not, without written consent, sell, lease, or otherwise dispose of any significant portion of its assets except in the ordinary course of business. The Company will reserve a sufficient number of shares to provide for the issuance of shares upon the full conversion of the January 2025 Convertible Note. For the threesix months ended MarchJune 31,30, 2026, the Company made principal principal payments on the loan totaling $6,860 and no interest payments. The outstanding balance of on the loan was $53,312 as of March 31,June 30, 2026.

Reworded

On August 25, 2025, the Company issued a convertible promissory note to a third-party investor in the principal amount of $169,500 with an original issue discount of $25,425 (the “August 2025 Convertible Note”). The August Convertible Note has an interest rate rate of 13% with a one-time interest payment of $22,035 paid upon issuance and a maturity date of August 25, 2026. The proceeds from the issuance were used for general working capital purposes. Upon the occurrence of an event of default as described in the August Convertible Note, the note will become immediately due and payable at a default interest rate of 22% of the then outstanding principal amount of the note. Additionally, the third-party investor will have the right to convert all or any part of the outstanding and unpaid amount of the August Convertible Note into shares of the Company’s common stock at a conversion price of 75% of the market price as described in the note. The Company will reserve a sufficient number of shares to provide for the issuance of shares upon the full conversion of the August Convertible Note. For the threesix months ended MarchJune 31,30, 2026, the Company made no principal payments of $0 and interest payments of $8,628. The outstanding balance of on the note was $169,500 as of MarchJune 31,30, 2026. Interest expense related to the loan $14,137 for the threesix months ended MarchJune 31,30, 2026.

Reworded

On December 5, 2025, the Company issued a convertible promissory note to a third-party investor in the principal amount of $73,025 with an original issue discount of $9,525 (the “December 2025 Convertible Note”). The December 2025 Convertible Note has an interest rate of 13% with a one-time interest payment of $9,493 paid upon issuance and a maturity date of December 5, 2026. The proceeds from the issuance were used for general working capital purposes. Upon the occurrence of an event of default as described in the December 2025 Convertible Note, the note will become immediately due and payable at a default interest rate of 22% of the then outstanding principal amount of the note. Additionally, the third-party investor will have the right to convert all or any part of the outstanding and unpaid amount of the December 2025 Convertible Note into shares of the Company’s common stock at a conversion price of 75% of the market price as described in the note. The Company will reserve a sufficient number of shares to provide for the issuance of shares upon the full conversion of the December 2025 Convertible Note. For the threesix months ended MarchJune 31,30, 2026, the Company made no principal and interest payments on the note. The outstanding balance of on the note was $73,025 as of MarchJune 31,30, 2026.

Reworded

On September 16, 2025, the Company issued a convertible promissory note to a third-party investor in the principal amount of $47,059 with an original issue discount of $7,059 (the “September 16, 2025 Convertible Note”). The September 16, 2025 Convertible Note has an interest rate of 13% with a one-time interest payment of $6,118 paid upon issuance and a maturity date of June 16, 2026. The proceeds from the issuance were used for general working capital purposes. Upon the occurrence of an event of default as described in the September 16, 2025 Convertible Note, the note will become immediately due and payable at a default interest rate of 24% of the then outstanding principal amount of the note. Additionally, the third-party investor will have the right to convert all or any part of the outstanding and unpaid amount of the September 16, 2025 Convertible Note into shares of the Company’s common stock at a conversion price of 65% of the market price as described in the note. The Company will reserve a sufficient number of shares to provide for the issuance of shares upon the full conversion of the September 16, 2025 Convertible Note. For the threesix months ended MarchJune 31,30, 2026, the Company made made no principal and interest payments on the note. The outstanding balance on the note was $47,059. Interest expense related to the loan loan $2,039$4,078 for the threesix months ended MarchJune 31,30, 2026.

Reworded

On November 13, 2025, the Company issued a convertible promissory note to a third-party investor in the principal amount of $40,000 with an original issue discount of $6,000 (the “November 2025 Convertible Note”). The November 2025 Convertible Note has an interest rate of 13% with a one-time interest payment of $5,200 paid upon issuance and a maturity date of August 13, 2026. The proceeds from the issuance were used for general working capital purposes. Upon the occurrence of an event of default as described in the November 2025 Convertible Note, the note will become immediately due and payable at a default interest rate of 24% of the then outstanding principal amount of the note. Additionally, the third-party investor will have the right to convert all or any part of the outstanding and unpaid amount of the November 2025 Convertible Note into shares of the Company’s common stock at a conversion price of 65% of the market price as described in the note. The Company will reserve a sufficient number of shares to provide for the issuance of shares upon the full conversion of the November 2025 Convertible Note. For the threesix months ended MarchJune 31,30, 2026, the Company made no principal and interest payments on the note. The outstanding balance on the note was $40,000. Interest expense related to the loan $1,733$3,466 for the threesix months ended MarchJune 31,30, 2026.

Reworded

On September 18, 2025, the Company issued a convertible promissory note to a third-party investor in the principal amount of $47,059 with an original issue discount of $7,059 (the “September 18, 2025 Convertible Note”). The September 18, 2025 Convertible Note has an interest rate of 13% with a one-time interest payment of $6,118 paid upon issuance and a maturity date of June 16, 2026. The proceeds from the issuance were used for general working capital purposes. Upon the occurrence of an event of default as described in the September 18, 2025 Convertible Note, the note will become immediately due and payable at a default interest rate of 24% of the then outstanding principal amount of the note. Additionally, the third-party investor will have the right to convert all or any part of the outstanding and unpaid amount of the September 18, 2025 Convertible Note into shares of the Company’s common stock at a conversion price of 65% of the market price as described in the note. The Company will reserve a sufficient number of shares to provide for the issuance of shares upon the full conversion of the September 18, 2025 Convertible Note. For the threesix months ended MarchJune 31,30, 2026, the Company made made no principal and interest payments on the note. The outstanding balance on the note was $47,059. Interest expense related to the loan loan $2,039$4,078 for the threesix months ended MarchJune 31,30, 2026.

Reworded

On March 10, 2026, the Company issued a convertible promissory note to a third-party investor in the principal amount of $57,500 (the “March 2026 Convertible Note”). The note was issued with an original issue discount of $7,500, resulting in net proceeds to the Company of $50,000. The note includes a one-time interest charge of $7,475 and has a maturity date of December 10, 2026. Upon the occurrence of an event of default, the note accrues interest at a rate of up to 24% per annum on the outstanding principal balance. The note may be prepaid in accordance with its terms and may also be convertible into shares of the Company’s common stock, subject to the provisions of the note agreement. For the threesix months ended MarchJune 31,30, 2026, the Company made no principal and interest payments on the note. The outstanding outstanding balance on the note was $57,500. Interest expense related to the loan $2,491 for the six months ended June 30, 2026.

Reworded

During the threesix months ended MarchJune 31,30, 2026, the Company made aggregate principal payments on the Private Placement Notes of $29,242 of which was paid through the issuance of an aggregate of 43,152,282 shares of common stock. The outstanding balance on the loan was $33,006 as of MarchJune 31,30, 2026.

Reworded

On October 29, 2025, the Company entered into a promissory note agreement with an unaffiliated third-party lender for aggregate principal of $50,000. The note bears interest at a rate of 32% per annum and matures on July 29, 2026. The proceeds are for general working capital. Upon the occurrence of an event of default as described in the note, the note will become immediately due and payable at a default interest rate of 25% of the then outstanding principal amount of the note. For the threesix months ended MarchJune 31,30, 2026, the Company made principal payments of $500$10,464 and no interest payments.payments of $3,728. The outstanding balance on the note was $41,419$31,454 as of MarchJune 31,30, 2026.

Reworded

On December 7, 2024, the Company entered into a financing loan in connection with the purchase of a company vehicle. The loan has a principal amount of $69,299, bears interest at an annual rate of 9.34%, and is repayable in monthly installments of $1,450, including principal and interest, over a term of 60 months. For the threesix months ended MarchJune 31,30, 2026, the Company made no principal payments of $7,701 on the loan and interest payments of $1,222. $2,449. The outstanding balance on the loan was $56,185$48,484 as of MarchJune 31,30, 2026.

BSFC insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

No Form 4 stock transactions in this period.

Well-known investors holding BSFC (13F)

None of the 59 investors we track reported a position in their latest 13F.

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