Current Report Filing (8-k)
May 13 2020 - 2:54PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
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May
13, 2020
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BLUE
STAR FOODS CORP.
(Exact
name of registrant as specified in charter)
Delaware
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000-55903
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82-4270040
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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3000
NW 109th Avenue
Miami,
Florida
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33172
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(860)
633-5565
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N/A
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(Former
name or former address, if changed since last report)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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None
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [X]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
8.01 Other Events
Blue
Star Foods Corp., a Delaware corporation (the “Company”), makes the following disclosure pursuant to an order issued
by the Securities and Exchange Commission (the “SEC”) on March 25, 2020 (the “SEC Order”), providing conditional
relief to public companies that are unable to timely comply with their filing obligations due to circumstances related to the
novel coronavirus (“COVID-19”).
The
current outbreak of COVID-19 has posed a significant impact on the Company’s ability to file on a timely basis its Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2020 (the “Quarterly Report”), which is due to be filed
on May 15, 2020 (the “Original Due Date”). Therefore, the Company has elected to rely on the conditional filing relief
provided under the SEC Order.
We
have experienced significant disruptions to our business and operations due to circumstances related to COVID-19. The preparation
of the Company’s Quarterly Report, including financial statements has been delayed by government-imposed quarantines, office
closings and travel restrictions The Company’s executive offices are located in Miami, Florida, where the mayor had declared
a State of Emergency for the entire county. In particular, COVID-19 restrictions have limited access to our corporate offices
and required our office staff (with the exception of warehouse department personnel) to work remotely. The restrictions have resulted
in limited access to the Company’s financial records and data and disrupted interactions among the personnel involved in
the completion of the Form 10-Q, hindering the Company’s ability to compile the, records, receipts and information required
to prepare and timely file the Form 10-Q. As such, the Company requires additional time to prepare and finalize its Form 10-Q
due to circumstances related to COVID-19 and has decided to rely on the SEC Order. The Company plans to file the Quarterly Report
no later than June 29, 2020, or within 45 days after the Original Due Date.
The
current outbreak of COVID-19 could have a material and adverse effect on our business operations. These could include disruptions
or restrictions on our ability to travel or to distribute our seafood products, as well as temporary closures of our facilities.
Any such disruption or delay would likely impact our sales and operating results. In addition, COVID-19 has resulted in a widespread
health crisis that could adversely affect the economies and financial markets of many other countries, resulting in an economic
downturn that could affect demand for our products and significantly impact our operating results.
As
the result of current restrictions put in place to address COVID-19, we have limited access to our corporate offices, cannot efficiently
and fully access our data and records, and our corporate staff is required to work remotely, disrupting interactions among our
staff, with our customers and suppliers, and with our accountants, consultants and advisors. The extent to which our results continue
to be affected by COVID-19 will largely depend on future developments which cannot be accurately predicted, including the duration
and scope of the pandemic, governmental and business responses to the pandemic and the impact on the global economy, our customers’
demand for our products, and our ability to provide our products, particularly as result of our employees working remotely and/or
the closure of certain offices and facilities. While these factors are uncertain, the COVID-19 pandemic or the perception of its
effects could continue to have a material adverse effect on our business, financial condition, results of operations, or cash
flows.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Date:
May 13, 2020
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BLUE
STAR FOODS CORP.
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By:
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/s/
John Keeler
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John
Keeler
Executive
Chairman and Chief Executive Officer
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