Form 8-K - Current report

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): December 27, 2023

BLUE STAR FOODS CORP.

(Exact name of registrant as specified in charter)

Delaware

001-40991

82-4270040

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3000 NW 109th Avenue

Miami, Florida

33172

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (305) 836-6858

N/A

(Former name or former address, if changed since last report)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value

BSFC

The Nasdaq Stock Market LLC

(Nasdaq Capital Market)

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 ☒

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 5.07 Submission of Matters to a Vote of Security Holders.

Blue Star Foods Corp. (the “Company”) held its Annual Meeting of Stockholders on December 27, 2023. There were represented at the Annual Meeting, by proxy, 5,664,190 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), out of a total number of 11,631,047 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. The Company’s stockholders voted on the following four proposals at the Annual Meeting, casting their votes as described below.

Proposal 1. – Share Issuance Proposal No.1 was to approve the issuance a non-public offering where the maximum number of shares of Common Stock to be issued may exceed 20% of the Company’s issued and outstanding capital stock, as required by and in accordance with Nasdaq Marketplace Rule 5635. The proposal was approved.

For		Against		Withheld
2,038,987		232,223		12,138

Proposal 2. – Share Issuance Proposal No. 2 was to approve the issuance of shares in a non-public offering where the maximum number of shares of Common Stock to be issued may exceed 20% of the Company’s issued and outstanding capital stock, as required by and in accordance with Nasdaq Marketplace Rule 5635. The proposal was approved.

For		Against		Withheld
1,986,243		285,672		11,433

Proposal 3. – Election of Directors The following individuals, each of whom was named as a nominee in the Company’s definitive proxy statement relating to the Annual Meeting, were elected by the Company’s stockholders by a majority of votes cast to serve a three-year term on the Company’s Board of Directors which will expire at the Company’s annual meeting of stockholders for fiscal year 2026. Information on the vote relating to each director standing for election is set forth below:

Nominee	For		Withheld		Broker Non-Votes
John Keeler		2,180,046		103,301		3,380,842
Nubar Herian		2,205,803		77,544		3,380,842
Jeffrey Guzy		2,207,658		75,689		3,380,842
Timothy McLellan		2,206,695		76,652		3,380,842
Trond Ringstad		2,206,523		76,825		3,380,842
Silvia Alana		2,207,405		75,943		3,380,842

Proposal 4. – Ratification of Appointment of Auditors. Proposal 4 was to ratify the appointment of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The proposal was approved.

For

Against

Abstain

Broker Non-Votes

5,426,417

218,282

19,491

N/A

There were no other proposals voted on at the Annual Meeting.

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: December 29, 2023	BLUE STAR FOODS CORP.

	By:	/s/ John Keeler
		John Keeler Executive Chairman and Chief Executive Officer

Cover	Dec. 27, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 27, 2023
Entity File Number	001-40991
Entity Registrant Name	BLUE STAR FOODS CORP.
Entity Central Index Key	0001730773
Entity Tax Identification Number	82-4270040
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3000 NW 109th Avenue
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33172
City Area Code	(305)
Local Phone Number	836-6858
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	BSFC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false