Subsequent Events |
12 Months Ended |
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Dec. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14. Subsequent Events
Shares issuances
On January 13, 2025 and February 25, 2025, the Company issued an aggregate of 57,673 principal pursuant to the convertible promissory note. shares of common stock to Quick Capital as partial conversion of $
On January 14, 2025, the Company issued shares of common stock to each of Nubar Herian and John Keeler, shares of common stock to each of Timothy McLellan and Trond Ringstad, and shares of common stock to Jeffrey Guzy, for serving as directors of the Company.
On January 17, 2025 and February 25, 2025, the Company issued an aggregate of 33,333 principal and accrued interest pursuant to the convertible promissory note. shares of common stock to Jefferson as partial conversion of $
On January 1, 2025 and March 1, 2025, the Company issued an aggregate of shares of common stock, to the designee of ClearThink Capital for consulting services provided to the Company.
On March 11, 2025, the Company issued 19,950 pursuant to a securities purchase agreement, dated May 16, 2023 with ClearThink. shares of common stock in consideration of proceeds of $
On March 12, 2025, the Company issued 15,000 principal pursuant to the convertible promissory note. shares of common stock to Diagonal as partial conversion of $
Note issuances
On January 28, 2025, pursuant to a securities purchase agreement, the Company issued to Diagonal a convertible promissory note in the principal amount of $149,650 with an original issue discount of $19,650 (the “January Diagonal Note”). The January Diagonal Note has a one-time interest payment of $19,454 paid upon issuance and a maturity date of October 30, 2025. Upon the occurrence of an event of default as described in the January 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. 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.
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) is due on August 15, 2025. Commencing February 7, 2025, the Company is required to make weekly payments of $21,300 until the due date.
British Columbia Lawsuit
On January 17, 2025, the Company, through TOBC, filed a lawsuit in the Supreme Court of British Columbia against Harold Steven Atkinson, Janet Atkinson and Ben Atkinson (the “Defendants”) for breach of contract, tort of intentional interference with economic relations, breach of confidentiality and non-compete, breach of trust, breach of fiduciary duty, defamation, breach of duty of honest performance and good faith, and damages. The Company claims that Harold Steven Atkinson purposely hid the renewal process of the Fisheries and Oceans Canada – Freshwater / Land-based Aquaculture License (the “License”) and placed the License in his personal name when it should be in the name of TOBC. The License is required to operate the aquaculture farm, including the transfer of eggs and fingerlings to its facilities. The Company cannot provide any assurance as to the timing of resolution or outcome of this matter. |