Item 3.02 Unregistered Sale of Equity Securities.
Pursuant to the terms of an Agreement and Plan of Merger and Reorganization
entered into by John Keeler & Co, Inc., a Florida corporation and wholly-owned
subsidiary of Blue Star Foods Corp., a Delaware corporation (the "Company") on
November 26, 2019 with Coastal Pride Company, Inc., a South Carolina
corporation, Coastal Pride Seafood, LLC, a Florida limited liability company and
wholly-owned subsidiary of Keeler & Co., and The Walter F. Lubkin, Jr.
Irrevocable Trust dated 1/8/03, Walter F. Lubkin III, Tracy Lubkin Greco and
John C. Lubkin (collectively, the "Sellers"), the Sellers were issued certain
promissory notes (collectively, the "Sellers' Notes"), the Company and the
Sellers verbally agreed on April 15, 2021 to provide for the issuance of an
aggregate of 16,460 shares of the Company's common stock, par value $0.0001 per
share, in lieu of payment in cash of accrued interest in the aggregate amount of
$39,503.56 under the Sellers' Notes.
The shares issued to the Sellers have not been registered under the Securities
Act of 1933, as amended (the "Securities Act"), and were issued and sold in
reliance upon the exemption from registration contained in Section 4(2) of the
Securities Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Effective May 5, 2021, Silvia Alana, age 37, was appointed Chief Financial
Officer of the Company. Ms. Alana has been Corporate Controller of the Company
since August 2020. Prior thereto, Ms. Alana was Global Technical Accounting
Manager at Brightstar Corporation from April 2018 to July 2020 and Audit Manager
at Crowe Horwath, LLP from July 2016 to April 2018. Ms. Alana was a Senior
Accountant in Global Accounting and Reporting Services at Carnival Corporation &
Plc from May 2013 to February 2015 and an Auditor in Assurance at
Pricewaterhouse Coopers, LLP from January 2010 to May 2013. Ms. Alana graduated
from Florida International University with a Bachelor degree in Accounting in
2008 and a Master of Accounting in 2009. Ms. Alana is a Certified Public
Accountant.
There is no arrangement or understanding between Ms. Alana and any other persons
pursuant to which Ms. Alana was appointed an officer of the Company.
There are no family relationships between Ms. Alana and any of the Company's
executive officers or directors.
Ms. Alana has been a party to a three-year employment agreement, dated August 3,
2020, with the Company to serve as its corporate controller for an annual base
salary of $127,500, which increased to $140,250 in February 2021. The agreement
also provided for the grant on the first anniversary of the agreement of a
three-year option to purchase that number of shares equal to 30% of her then
current salary at the market price of the Company's common stock.
Other than as described herein, there are no other transactions to which the
Company or any of its subsidiaries is a party in which Ms. Alana has a material
interest subject to disclosure under Item 404(a) of Regulation S-K.
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