UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~The~~the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~ ~~17, 2024 (~~April 1630, 2024)

BLUE STAR FOODS CORP.

(Exact name of registrant as specified in ~~its~~ 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)

Miami, Florida 33172

(Address of principal executive offices)

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

~~Check~~N/A ~~the~~(Former ~~appropriate~~name ~~box~~or ~~below if~~former ~~the~~address, ~~Form~~if ~~8-K~~changed ~~filing~~since islast ~~intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:~~report)

~~☐ Written communications pursuant to Rule 425 under~~ Check the ~~Securities~~appropriate ~~Act~~box ~~(17~~below ~~CFR~~if ~~230.425) ☐ Soliciting material pursuant to Rule 14a-12 under~~ the ~~Exchange~~Form ~~Act (17 CFR 240.14a~~8-~~12)~~K ☐filing ~~Pre-commencement~~is ~~communications~~intended ~~pursuant~~ to ~~Rule~~simultaneously ~~14d-2(b)~~satisfy ~~under~~ the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14d-2(b))~~registrant ~~☐ Pre-commencement communications pursuant to Rule 13e-4(c)~~ under any of the ~~Exchange~~following ~~Act (17 CFR 240.13e-4(c))~~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 ~~Symbols~~Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001	BSFC	The Nasdaq Stock Market LLC (Nasdaq Capital Market)
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. ☐

1Item 5.0107 ~~Entry Into~~Submission Aof ~~Material~~Matters ~~Definitive~~to ~~Agreement~~a Vote of Security Holders.

Blue Star Foods Corp. (the “Company”) held a Special Meeting of Stockholders on April 30, 2024 (the “Special Meeting). There were represented at the Special Meeting, by proxy, 17,812,825 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), out of a total number of 28,274,781 shares of Common Stock outstanding and entitled to vote at the Special Meeting. The ~~Hart~~Company’s ~~Note~~stockholders voted on the following two proposals at the Special Meeting, casting their votes as described below.

OnProposal 1 ~~April~~– ~~16,~~Stock ~~2024~~Split ~~Blue Star~~Proposal: ~~Foods~~Proposal ~~Corp~~No.1 ~~(the~~was ~~“Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with Hart Associates, LLC, a Delaware limited liability company (the “Hart”), pursuant~~ to ~~which~~approve ~~the~~an ~~Company~~amendment ~~issued~~ to ~~Hart~~ aour ~~promissory~~Amended ~~note~~and inRestated ~~the~~Certificate ~~principal amount~~ of ~~$300,000~~Incorporation to ~~(the~~effect ~~“Hart~~a ~~Note”).~~reverse Instock ~~connection~~split ~~with the issuance~~ of the ~~Hart Note~~Common ~~the~~Stock, ~~Company~~by ~~issued~~a ~~500,000~~ratio ~~shares~~ of ~~its~~no ~~restricted~~less ~~common~~than ~~stock~~1-for-2 toand ~~Hart.~~no ~~The~~more ~~Hart~~than ~~Note will have a one~~1-~~time interest payment of $~~for-50,~~000~~ ~~payable~~with on the ~~maturity~~exact ~~date~~ratio to ~~of May 15, 2024, which can~~ be ~~extended~~determined upby ~~to 90 days (~~the ~~“Maturity~~Company’s ~~Date”).~~Board ~~The proceeds from the sale~~ of ~~the~~Directors ~~Hart~~in ~~Note~~its ~~are~~sole ~~for~~discretion. ~~general~~The ~~working~~proposal ~~capital~~was approved.

The Company may prepay the Hart Note at any time without penalty. Any failure on the Company’s part to comply with the material terms of the Hart Note will be considered an event of default and the principal sum of the Hart Note will increase by 20% of the outstanding owed balance for each subsequent 30 days it remains in default.

For

Against

Abstain

14,983,099

2,734,145

95,582

~~The~~Proposal 2 ~~Diagonal~~– Adjournment Proposal: Proposal No. 2 was to approve the adjournment of the Special ~~Note~~Meeting if there are insufficient votes at the Special Meeting to approve Proposal No. 1. The proposal was approved.

On April 16, 2024 the Company issued to 1800 Diagonal Lending LLC, a Virginia limited liability company, a convertible promissory note in the principal amount of $138,000 which had an original issue discount of $23,000 (the “Diagonal Note”). The 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 Diagonal Note are for general working capital.

For		Against		Abstain
15,580,850		2,147,852		84,123

~~Upon the occurrence~~There ofwere anno ~~event~~other ofproposals ~~default~~voted ason ~~described in the Diagonal Note, the Diagonal Note will become immediately due and payable~~ at ~~a default interest rate of 150% of~~ the ~~then~~Special ~~outstanding principal amount of the Diagonal Note~~Meeting. Additionally Diagonal will have the right to convert all or any part of the outstanding and unpaid amount of the Diagonal Note into fully paid and non-assessable shares of the Company’s common stock at a conversion price of 61% of the Market Price as described in the Diagonal Note.

So long as the Company has any obligation under the Diagonal Note, the Company shall not, without Diagonal’s written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. The Company will reserve from its authorized and issued common stock a sufficient number of shares to provide for the issuance of shares upon the full conversion of the Diagonal Note.SIGNATURES

~~The foregoing~~Pursuant ~~descriptions of the Purchase Agreement, Hart Note and Diagonal Note are not complete and are qualified in their entirety by reference~~ to the ~~full~~requirements ~~text~~ of the ~~forms~~Securities ofExchange ~~the~~Act ~~Purchase~~of ~~Agreement~~1934, ~~Hart~~the ~~Note~~Registrant ~~and~~has ~~Diagonal~~duly ~~Note,~~caused ~~copies~~this ofreport ~~which were attached as Exhibits 10.85, 4.10 and 4.11 respectively,~~ to ~~this~~be ~~Current~~signed ~~Report~~ on ~~Form~~its ~~8-K~~behalf ~~and~~by the ~~incorporated~~undersigned ~~herein~~thereunto byduly ~~reference~~authorized.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Date: May 3, 2024	BLUE STAR FOODS CORP.

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

The disclosure set forth above under Item 1.01 (Entry into a Material Definitive Agreement) above with respect to the Note is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sale of Equity Securities.

Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.

The issuance of 500,000 shares of common stock of the Company to Hart was exempt from registration under Section 4(a)(2) and/or Rule 506(b) of Regulation D as promulgated by the Securities and Exchange Commission under of the Securities Act of 1933, as amended (the “Act”), as transactions by an issuer not involving any public offering. At the time of their issuance, the shares of common stock were deemed to be restricted securities for purposes of the Act and will bear restrictive legends to that effect.

Item 8.01 Other Events.

On April 17, 2024, the Company issued a press release announcing the Purchase Agreement, Hart Note and Diagonal Note. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.10		Promissory Note dated April 16, 2024 in the principal amount of $300,000 issued by Blue Star Foods Corp. to Hart Associates, LLC
4.11		Promissory Note dated April 16, 2024 in the principal amount of $138,000 issued by Blue Star Foods Corp. to 1800 Diagonal Lending LLC
10.87		Securities Purchase Agreement by and between Blue Star Foods Corp. and Hart Associates, LLC, dated April 16, 2024
99.1		Blue Star Foods Secures Additional Growth Capital to Support Expansion of Business Under Existing Master Service Agreement & Soft Shell Crab Operations
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

	BLUE STAR FOODS CORP.
Date: April 17, 2024	By:	/s/ John Keeler
		John Keeler Executive Chairman and Chief Executive Officer

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