BSFC / Blue Star Foods Corp. - SEC Filings, Annual Report, Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40991 BLUE STAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 000-55903 CUSIP Number FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For period ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40991 BLUE STA

Clawback Policy

Exhibit 97 Blue Star Foods Corp. Incentive Compensation Recovery Policy Effective Date: December 1, 2023 1. Purpose. The purpose of the Blue Star Foods Corp. Incentive Compensation Recovery Policy (this “Policy”) is to provide for the recovery of certain Incentive-Based Compensation in the event of an Accounting Restatement. This Policy is intended to comply with, and to be administered and interp

Subordinated Business Loan and Security Agreement dated January 28, 2025 by and between Blue Star Foods Corp. and Agile Capital Funding, LLC

Exhibit 10.95 SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT THIS SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of January 28, 2025 (the “Effective Date”) among Agile Capital Funding, LLC as collateral agent (in such capacity, together with its successors and assigns in such capaci

Promissory Note dated December 16, 2024 issued to 1800 Diagonal Lending LLC

Exhibit 10.93 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN

Promissory Note dated January 28, 2025 issued to 1800 Diagonal Lending LLC

Exhibit 10.94 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40991 BLUE STAR FOO

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): June 2, 2025 BLUE STAR FOODS CORP

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): June 2, 2025 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 000-55903 CUSIP Number FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For period ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Repor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 333-167130 CUSIP Number FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For period ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition R

Promissory Note dated January 28, 2025 issued to 1800 Diagonal Lending LLC

Exhibit 10.94 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Blue Star Foods Corp.

As filed with the Securities and Exchange Commission on March 4, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE STAR FOODS CORP. (Exact name of regist

Registration No. 333-[ ] As filed with the Securities and Exchange Commission on March 4, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE STAR FOODS CORP. (Exact name of registrant as specified in its charter) Delaware 3510 82-4270040 (State or jurisdiction of incorporation or organization) (Primary

Promissory Note dated December 16, 2024 issued to 1800 Diagonal Lending LLC

Exhibit 10.93 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN

Subordinated Business Loan and Security Agreement dated January 28, 2025 by and between Blue Star Foods Corp. and Agile Capital Funding, LLC

Exhibit 10.95 SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT THIS SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of January 28, 2025 (the “Effective Date”) among Agile Capital Funding, LLC as collateral agent (in such capacity, together with its successors and assigns in such capaci

Subordinated Business Loan and Security Agreement dated January 28, 2025 by and between Blue Star Foods Corp. and Agile Capital Funding, LLC

Exhibit 10.95 SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT THIS SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of January 28, 2025 (the “Effective Date”) among Agile Capital Funding, LLC as collateral agent (in such capacity, together with its successors and assigns in such capaci

Promissory Note dated December 16, 2024 issued to 1800 Diagonal Lending LLC

Exhibit 10.93 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Blue Star Foods Corp.

Promissory Note dated January 28, 2025 issued to 1800 Diagonal Lending LLC

Exhibit 10.94 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN

As filed with the Securities and Exchange Commission on February 7, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 POST EFFECTIVE AMENDMENT NO. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE STAR

Registration No. 333-283317 As filed with the Securities and Exchange Commission on February 7, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 POST EFFECTIVE AMENDMENT NO. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE STAR FOODS CORP. (Exact name of registrant as specified in its charter) Delaware 3510 82-4270040 (State or jurisdiction of inc

BLUE STAR FOODS CORP. 1,350,000 shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-283317 PROSPECTUS BLUE STAR FOODS CORP. 1,350,000 shares of Common Stock This prospectus relates to the potential offer and resale by the Selling Stockholders identified in this prospectus or their permitted transferees (the “Selling Stockholders”) of 1,350,000 shares of our common stock, $0.0001 par value per share, (the “Common Stock”) consis

2018 Equity Incentive Award Plan

Exhibit 10.1 2018 Equity Incentive Plan We have adopted the 2018 Plan that provides for the grant of up to 7,500,000 shares of common stock. Under the 2018 Plan, we are authorized to issue incentive stock options intended to qualify under Section 422 of the Code and non-qualified stock options. The 2018 Plan is administered by our board of directors. In connection with the Merger, we issued option

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE STAR FOODS CORP. (Exact name of registrant as specified in its charter)

S-8 1 forms-8.htm Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE STAR FOODS CORP. (Exact name of registrant as specified in its charter) Delaware 82-4270040 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 3000 NW 109th Avenue Miami

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Blue Star Foods Corp.

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 16, 2024 BLUE STAR FOODS

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 16, 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

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 18, 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

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 11, 2024 BLUE STAR FOODS

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 11, 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

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 3, 2024 BLUE STAR FOODS

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 3, 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

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): November 22, 2024 BLUE STAR FOODS

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): November 22, 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

Blue Star Foods Announces Stock Buyback Program for Up to $1.5 Million

Exhibit 99.1 Blue Star Foods Announces Stock Buyback Program for Up to $1.5 Million Miami, FL – November 26, 2024 (GLOBE NEWSWIRE) – Blue Star Foods Corp., (“Blue Star,” the “Company,” “we,” “our” or “us”) (NASDAQ: BSFC), an integrated Environmental, Social, and Governance (ESG) sustainable seafood company with a focus on Recirculatory Aquaculture Systems (RAS), today announced a stock buyback pro

Blue Star Foods Corp. 3000 NW 109th St. Miami Florida, 33172

Blue Star Foods Corp. 3000 NW 109th St. Miami Florida, 33172 November 25, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Blue Star Foods Corp. Registration Statement on Form S-1 File No. 333- 283317 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Blue Star Foods Corp

As filed with the Securities and Exchange Commission on November 25, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE STAR FOODS CORP.

Registration No. 333-283317 As filed with the Securities and Exchange Commission on November 25, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE STAR FOODS CORP. (Exact name of registrant as specified in its charter) Delaware 3510 82-4270040 (State or jurisdiction of incorporation o

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Blue Star Foods Corp.

Securities Purchase Agreement dated September 9, 2024 by and between Blue Star Foods Corp. and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.89 to the Company’s Registration Statement on Form S-1 filed with the SEC on November 19, 2024)

Exhibit 10.89 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 9, 2024, by and between BLUE STAR FOODS CORP., a Delaware corporation, with its address at 3000 NW 109th Avenue, Miami, Florida 33172 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandri

Promissory Note dated October 1, 2024 issued to1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.92 to the Company’s Registration Statement on Form S-1 filed with the SEC on November 19, 2024)

Exhibit 10.92 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN

Promissory Note dated September 8, 2024 by issued to1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.90 to the Company’s Registration Statement on Form S-1 filed with the SEC on November 19, 2024)

Exhibit 10.90 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN

Securities Purchase Agreement dated October 1, 2024 by and between Blue Star Foods Corp. and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.91 to the Company’s Registration Statement on Form S-1 filed with the SEC on November 19, 2024)

Exhibit 10.91 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 1, 2024, by and between BLUE STAR FOODS CORP., a Delaware corporation, with its address at 3000 NW 109th Avenue, Miami, Florida 33172 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria

As filed with the Securities and Exchange Commission on November 18, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE STAR FOODS CORP. (Exact name of re

Registration No. 333-[ ] As filed with the Securities and Exchange Commission on November 18, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE STAR FOODS CORP. (Exact name of registrant as specified in its charter) Delaware 3510 82-4270040 (State or jurisdiction of incorporation or organization) (Prim

Vendor Agreement dated November 12, 2024, by and between Blue Star Foods Corp. and Low Tide, LLC

Exhibit 10.93 VENDOR AGREEMENT THIS VENDOR AGREEMENT (“Agreement”), dated as of November 12, 2024 (the “Effective Date”), is between Low Tide, LLC (“LT”) and Blue Star Foods Corp.and/or its subsidiaries. (“BSFC”). The foregoing may be hereinafter referred to individually as a “Party” and collectively as the “Parties.” WHEREAS, LT has developed products, including but not limited to seafood, under

JOINT FILING AGREEMENT

EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.0001 per share, of Blue Star Foods Corp. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40991 BLUE

BSFC / Blue Star Foods Corp. / Lind Global Fund II LP Passive Investment

SC 13G/A 1 sch13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Blue Star Foods Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 09606H309 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14A-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14A-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ☒ Definiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14A-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14A-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ☐ Definiti

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): October 16, 2024 BLUE STAR FOODS

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): October 16, 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

Blue Star Foods Corp. 3000 NW 109th St. Miami Florida, 33172

Blue Star Foods Corp. 3000 NW 109th St. Miami Florida, 33172 August 15, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Attention: Division of Corporate Finance Re: Blue Star Foods Corp. Application for Withdrawal Registration Statement on Form S-1 File No. 333-281270 Dear Ladies and Gentlemen: Pursuant to Rule 477 promulga

Form of Promissory Note for the August 2024 Private Placement Offering (incorporated by reference to Exhibit 10.87 to the Company’s Form 10-Q filed with the SEC on August 14, 2024)

Exhibit 10.87 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

Form of Securities Purchase Agreement for the August 2024 Private Placement Offering (incorporated by reference to Exhibit 10.86 to the Company’s Form 10-Q filed with the SEC on August 14, 2024)

Exhibit 10.86 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August [ ], 2024, by and between BLUE STAR FOODS CORP., a Delaware corporation, with headquarters located at 3000 NW 109th Avenue, Miami, FL 33172 (the “Company”), and [ ], a [ ] company, with its address at 66 West Flagler Street, Suite 900 #2292, Miami, FL 33130 (the “Buyer”). WHEREAS: A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40991 BLUE STAR

Form of Registration Rights Agreement for the August 2024 Private Placement Offering (incorporated by reference to Exhibit 10.88 to the Company’s Form 10-Q filed with the SEC on August 14, 2024)

Exhibit 10.88 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ] 12, 2024, by and between BLUE STAR FOODS CORP., a Delaware corporation (the “Company”), and [ ], a [ ] company (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the securities

List of Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on August 12, 2024)

Exhibit 21.1 LIST OF SUBSIDIARIES John Keeler & Co., Inc. a Florida corporation Coastal Pride Seafood, LLC, Florida limited liability company and wholly-owned subsidiary of John Keeler & Co., Inc. Taste of BC Aquafarms, Inc., a corporation formed under the laws of the Province of British Columbia, Canada Afritex Ventures Inc., a Florida corporation wholly-owned subsidiary of Blue Star Foods, Corp.

As filed with the Securities and Exchange Commission on August 12, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE STAR FOODS CORP. (

Registration No. 333-281270 As filed with the Securities and Exchange Commission on August 12, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE STAR FOODS CORP. (Exact name of registrant as specified in its charter) Delaware 3510 82-4270040 (State or jurisdiction of incorporation or

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Blue Star Foods Corp.

Promissory Note dated May 17, 2024 issued to FirstFire Global Opportunities Fund, LLC (incorporated by reference to Exhibit 10.84 to the Company’s Registration Statement on Form S-1 filed with the SEC on August 12, 2024)

Exhibit 10.84 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 17, 2024, by and between BLUE STAR FOODS CORP., a Delaware corporation, with headquarters located at 3000 NW 109th Avenue, Miami, FL 33172 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite 1

Waiver and Acknowledgement Agreement by and between Blue Star Foods Corp. and Lind Global Fund II LLP (incorporated by reference to Exhibit 10.85 to the Company’s Registration Statement on Form S-1 filed with the SEC on August 12, 2024)

Exhibit 10.85 WAIVER AND ACKNOWLEDGEMENT AGREEMENT THIS WAIVER AND ACKNOWLEDGEMENT AGREEMENT (the “Agreement”) is made as of August 3, 2024 (the “Effective Date”), by and between Lind Global Fund II LP, a Delaware limited partnership (the “Holder”), and Blue Star Foods Corp., a Delaware corporation (the “Company,” with the Holder, each individually referred to herein as a “Party” and together as t

Subordinated Business Loan and Security Agreement dated May 9, 2024 by and between Blue Star Foods Corp. and AgileLending, LLC (incorporated by reference to Exhibit 10.82 to the Company’s Registration Statement on Form S-1 filed with the SEC on August 12, 2024)

Exhibit 10.82 SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT THIS SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of May 09, 2024 (the “Effective Date”) among Agile Capital Funding, LLC as collateral agent (in such capacity, together with its successors and assigns in such capacity,

Subordinated Business Loan and Security Agreement dated July 25, 2024 by and between Blue Star Foods Corp. and AgileLending, LLC (incorporated by reference to Exhibit 10.83 to the Company’s Registration Statement on Form S-1 filed with the SEC on August 12, 2024)

Exhibit 10.83 SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT THIS SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of July 25, 2024 (the “Effective Date”) among Agile Capital Funding, LLC as collateral agent (in such capacity, together with its successors and assigns in such capacity,

Subordinated Business Loan and Security Agreement dated May 9, 2024 by and between Blue Star Foods Corp. and AgileLending, LLC

Exhibit 10.82 SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT THIS SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of May 09, 2024 (the “Effective Date”) among Agile Capital Funding, LLC as collateral agent (in such capacity, together with its successors and assigns in such capacity,

Promissory Note dated May 17, 2024 by and between Blue Star Foods Corp. and FirstFire Global Opportunities Fund, LLC

Exhibit 10.84 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 17, 2024, by and between BLUE STAR FOODS CORP., a Delaware corporation, with headquarters located at 3000 NW 109th Avenue, Miami, FL 33172 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite 1

Subordinated Business Loan and Security Agreement dated July 25, 2024 by and between Blue Star Foods Corp. and AgileLending, LLC

Exhibit 10.83 SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT THIS SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of July 25, 2024 (the “Effective Date”) among Agile Capital Funding, LLC as collateral agent (in such capacity, together with its successors and assigns in such capacity,

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Blue Star Foods Corp.

Waiver and Acknowledgement Agreement by and between Blue Star Foods Corp. and Lind Global Fund II LLP

Exhibit 10.85 WAIVER AND ACKNOWLEDGEMENT AGREEMENT THIS WAIVER AND ACKNOWLEDGEMENT AGREEMENT (the “Agreement”) is made as of August 3, 2024 (the “Effective Date”), by and between Lind Global Fund II LP, a Delaware limited partnership (the “Holder”), and Blue Star Foods Corp., a Delaware corporation (the “Company,” with the Holder, each individually referred to herein as a “Party” and together as t

As filed with the Securities and Exchange Commission on August 5, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE STAR FOODS CORP. (Exact name of regis

Registration No. 333- As filed with the Securities and Exchange Commission on August 5, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE STAR FOODS CORP. (Exact name of registrant as specified in its charter) Delaware 3510 82-4270040 (State or jurisdiction of incorporation or organization) (Primary St

List of Subsidiaries of the Registrant

Exhibit 21.1 LIST OF SUBSIDIARIES John Keeler & Co., Inc. a Florida corporation Coastal Pride Seafood, LLC, Florida limited liability company and wholly-owned subsidiary of John Keeler & Co., Inc. Taste of BC Aquafarms, Inc., a corporation formed under the laws of the Province of British Columbia, Canada Afritex Ventures Inc., a Florida corporation wholly-owned subsidiary of Blue Star Foods, Corp.

BLUE STAR FOODS CORP.

Filed pursuant to Rule 424(b)(5) Registration No. 333-268564 PROSPECTUS SUPPLEMENT (To Prospectus Dated December 6, 2022) BLUE STAR FOODS CORP. $5,377,860 This prospectus supplement amends, supplements, and supersedes certain information contained in the prospectus supplement dated May 3, 2024, and its accompanying prospectus dated December 6, 2022 (collectively, the “May Prospectus”), relating to

Other Events, Financial Statements and Exhibits

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: June 12, 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 Identifica

Blue Star Foods Regains Compliance with Nasdaq

Exhibit 99.1 Blue Star Foods Regains Compliance with Nasdaq Miami, FL – June 12, 2024 (GLOBE NEWSWIRE) – Blue Star Foods Corp., (“Blue Star,” the “Company,” “we,” “our” or “us”) (NASDAQ: BSFC), an integrated Environmental, Social, and Governance (ESG) sustainable seafood company with a focus on Recirculatory Aquaculture Systems (RAS), today announced that on June 11, 2024 it received a letter from

Other Events

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: June 5, 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 Identificat

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, filed April 30, 2024, effective as of May 20, 2024.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BLUE STAR FOODS CORP. Under Section 242 of the Delaware General Corporation Law (“DGCL”), IT IS HEREBY CERTIFIED THAT: 1. The name of the corporation is Blue Star Foods Corp. (the “Corporation”). 2. The Corporation’s certificate of incorporation (“Certificate of Incorporation”) was filed with the Secre

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

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): March 24, 2024 (March 20, 2024) BLUE STAR FOODS CORP. (Exact name of registrant as specified in its charter) Delaware 001-40991 82-4270040 (State or other jurisdiction of incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40991 BLUE STA

At The Market Offering Agreement, dated May 3, 2024, by and between Blue Star Foods Corp. and H.C. Wainwright & Co., LLC

Exhibit 1.1 AT THE MARKET OFFERING AGREEMENT May 3, 2024 H.C. Wainwright & Co., LLC 430 Park Avenue New York, New York 10022 Ladies and Gentlemen: Blue Star Foods Corp., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows: 1. Definitions. The terms that follow, when used in this Agr

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

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): May 3, 2024 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 Numb

Up to $2,199,769 BLUE STAR FOODS CORP. Common Stock

PROSPECTUS SUPPLEMENT (To Prospectus dated December 6, 2022) Filed Pursuant to Rule 424(b)(3) Registration No.

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

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): April 30, 2024 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 N

Securities Purchase Agreement by and between Blue Star Foods Corp. and Hart Associates, LLC, dated April 16, 2024

Exhibit 10.87

Promissory Note dated April 16, 2024 in the principal amount of $138,000 issued by Blue Star Foods Corp. to 1800 Diagonal Lending LLC

Exhibit 4.11

Blue Star Foods Secures Additional Non-Dilutive Growth Capital to Support Expansion of Business Under Existing Master Service Agreement & Soft Shell Crab Operations

Exhibit 99.1 Blue Star Foods Secures Additional Non-Dilutive Growth Capital to Support Expansion of Business Under Existing Master Service Agreement & Soft Shell Crab Operations Miami, FL – April 17, 2024 (GLOBE NEWSWIRE) – Blue Star Foods Corp., (“Blue Star,” the “Company,” “we,” “our” or “us”) (NASDAQ: BSFC), an integrated Environmental, Social, and Governance (ESG) sustainable seafood company w

Promissory Note dated April 16, 2024 in the principal amount of $300,000 issued by Blue Star Foods Corp. to Hart Associates, LLC

Exhibit 4.10

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

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): April 17, 2024 (April 16, 2024) BLUE STAR FOODS CORP. (Exact name of registrant as specified in its charter) Delaware 001-40991 82-4270040 (State or other jurisdiction of incorporatio

Other Events

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): April 15, 2024 (April 11, 2024) BLUE STAR FOODS CORP. (Exact name of registrant as specified in its charter) Delaware 001-40991 82-4270040 (State or other jurisdiction of incorporatio

Initial Launch Expected to Roll Out to Numerous Military Bases Over the Next Few Months

Exhibit 99.1 Initial Launch Expected to Roll Out to Numerous Military Bases Over the Next Few Months Miami, FL, April 10, 2024 (GLOBE NEWSWIRE) — Blue Star Foods Corp., (“Blue Star,” the “Company,” “we,” “our” or “us”) (NASDAQ: BSFC), a leader in value-added meal solutions and an integrated Environmental, Social, and Governance (ESG) sustainable seafood company with a focus on Recirculatory Aquacu

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

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): April 11, 2024 (April 4, 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

Contract Manufacturing Agreement by and between Blue Star Foods Corp., Afritex Ventures, Inc., and Eagle Rising Food Solutions LLC, dated April 4, 2024, March 21, 2024 dated February 1, 2024

Exhibit 10.75 CONTRACT MANUFACTURING AGREEMENT This Contract Manufacturing Agreement (this “Agreement”) is made and entered into as of Mar 21, 2024 (the “Effective Date”), by and between Afritex Ventures, Inc., a Texas corporation, having its principal place of business at 5345 Towne Square Drive, Suite 140, Plano, TX 75024 with Blue Star foods Corp with any of its subsidiaries, having a principal

Subordinated Secured Promissory Note, dated January 2, 2024, issued to Agile Lending, LLC

Exhibit 4.6 SUBORDINATED SECURED PROMISSORY NOTE 122,490.68 Dated: January 02, 2023 FOR VALUED RECEIVED, the undersigned, BLUE STAR FOODS CORP., (“BSFC”) A Domestic Delaware Corporation (“Parent”), and its subsidiaries, JOHN KEELER & CO. INC., (“JKNC”) A Domestic Florida Corporation, Parent, and other entities shown as signatories hereto or that are joined from time to time as a Borrower, individu

Subordinated Business Loan and Security Agreement, dated January 2, 2024, between the Company and Agile Capital Funding, LLC

Exhibit 10.72 SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT THIS SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of January 02, 2024 (the “Effective Date”) among Agile Capital Funding, LLC as collateral agent (in such capacity, together with its successors and assigns in such capaci

Revenue-Based Factoring MCA Plus Agreement, dated January 18, 2024 between the Company and ClearThink Capital Partners LLC

Exhibit 10.71 REVENUE-BASED FACTORING MCA PLUS AGREEMENT THIS REVENUE-BASED FACTORING MCA PLUS AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of January 18, 2024 (the “Effective Date”) among ClearThink Capital Partners LLC, a Delaware limited liability company (“Lender”) and Blue Star Foods Corp., a Delaware Corporation (“Bo

Clawback Policy

Exhibit 97 Blue Star Foods Corp. Incentive Compensation Recovery Policy Effective Date: December 1, 2023 1. Purpose. The purpose of the Blue Star Foods Corp. Incentive Compensation Recovery Policy (this “Policy”) is to provide for the recovery of certain Incentive-Based Compensation in the event of an Accounting Restatement. This Policy is intended to comply with, and to be administered and interp

Intangibles Assets and Machinery Option to Purchase Agreement, dated February 12, 2024, between the Company and Afritex Ventures, Inc

Exhibit 10.73 INTANGIBLES ASSETS & MACHINERY OPTION TO PURCHASE AGREEMENT THIS INTANGIBLE ASSETS & MACHINERY OPTION TO PURCHASE AGREEMENT (this “Agreement”), dated as of February 12, 2024 (the “Signing Date”), by and among BLUE STAR FOODS CORP., a Delaware corporation (the “Purchaser”), AFRITEX VENTURES, INC., a corporation formed pursuant to the laws of the State of Texas, United States of Americ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40991 BLUE STAR FOO

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): April 1, 2024 (March 26, 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

Master Services Agreement, dated February 1, 2024, between the Company and Afritex Ventures, Inc

Exhibit 10.74 MASTER SERVICES AGREEMENT This Master Services Agreement (this “Agreement”) is made and entered into as of February 1st, 2024 (the “Effective Date”), by and between Afritex Ventures, Inc., with offices located at 5717 Legacy Drive, Suite 250, Plano, Texas 75024 (“Afritex”), and Blue Star Foods Corp. (“BSC”) and or it’s affiliates located at 3000 NW 109th Street, Miami, FL 33172. Afri

Other Events

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): March 28, 2024 (March 22, 2024) BLUE STAR FOODS CORP. (Exact name of registrant as specified in its charter) Delaware 001-40991 82-4270040 (State or other jurisdiction of incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ☒ Definitive Proxy Statem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ☐ Definitive Proxy Statem

US09606H2004 / BLUE STAR FOODS CORP / Lind Global Fund II LP Passive Investment

SC 13G/A 1 sch13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Blue Star Foods Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 09606H200 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate

JOINT FILING AGREEMENT

EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.0001 per share, of Blue Star Foods Corp. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such

Blue Star Foods Corp. 3000 NW 109th St. Miami Florida, 33172

Blue Star Foods Corp. 3000 NW 109th St. Miami Florida, 33172 January 23, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Blue Star Foods Corp. Registration Statement on Form S-1 File No. 333- 275955 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Blue Star Foods Corp.

January 22, 2024

January 22, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attn: Patrick Fullem Jennifer Angelini Re: Blue Star Foods Corp. Registration Statement on Form S-1 Filed January 19, 2024 File No. 333-275955 Dear Sirs and Madams: On behalf of Blue Star Foods Corp., a Delaware corporation (the “Company”), we hereby file with the Securi

As filed with the Securities and Exchange Commission on January 22, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment no. 3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE STAR FOODS CORP.

Registration No. 333-275955 As filed with the Securities and Exchange Commission on January 22, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment no. 3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE STAR FOODS CORP. (Exact name of registrant as specified in its charter) Delaware 3510 82-4270040 (State or jurisdiction of (Primary Standar

List of Subsidiaries of the Registrant

Exhibit 21.1 LIST OF SUBSIDIARIES John Keeler & Co., Inc., a Florida corporation Coastal Pride Seafood, LLC, a Florida limited liability company and wholly-owned subsidiary of John Keeler & Co., Inc. Taste of BC Aquafarms, Inc., a corporation formed under the laws of the Province of British Columbia, Canada

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Blue Star Foods Corp.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Blue Star Foods Corp.

As filed with the Securities and Exchange Commission on January 19, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment no. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE STAR FOODS CORP.

Registration No. 333-275955 As filed with the Securities and Exchange Commission on January 19, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment no. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE STAR FOODS CORP. (Exact name of registrant as specified in its charter) Delaware 3510 82-4270040 (State or jurisdiction of (Primary Standar

January 19, 2024

January 19, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attn: Patrick Fullem Jennifer Angelini Re: Blue Star Foods Corp. Registration Statement on Form S-1 Filed January 12, 2024 File No. 333-275955 Dear Sirs and Madams: On behalf of Blue Star Foods Corp., a Delaware corporation (the “Company”), we hereby file with the Securi

List of Subsidiaries of the Registrant

Exhibit 21.1 LIST OF SUBSIDIARIES John Keeler & Co., Inc., a Florida corporation Coastal Pride Seafood, LLC, a Florida limited liability company and wholly-owned subsidiary of John Keeler & Co., Inc. Taste of BC Aquafarms, Inc., a corporation formed under the laws of the Province of British Columbia, Canada

US09606H2004 / BLUE STAR FOODS CORP / Clearthink Capital Partners, LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Blue Star Foods Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 09606H200 (CUSIP Number) January 5, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐ R

As filed with the Securities and Exchange Commission on January 11, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment no. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE STAR FOODS CORP.

Registration No. 333-275955 As filed with the Securities and Exchange Commission on January 11, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment no. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE STAR FOODS CORP. (Exact name of registrant as specified in its charter) Delaware 3510 82-4270040 (State or jurisdiction of (Primary Standar

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Blue Star Foods Corp.

List of Subsidiaries of the Registrant

Exhibit 21.1 LIST OF SUBSIDIARIES John Keeler & Co., Inc., a Florida corporation Coastal Pride Seafood, LLC, a Florida limited liability company and wholly-owned subsidiary of John Keeler & Co., Inc. Taste of BC Aquafarms, Inc., a corporation formed under the laws of the Province of British Columbia, Canada

January 11, 2024

January 11, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attn: Patrick Fullem Jennifer Angelini Re: Blue Star Foods Corp. Registration Statement on Form S-1 Filed December 8, 2023 File No. 333-275955 Dear Sirs and Madams: On behalf of Blue Star Foods Corp., a Delaware corporation (the “Company”), we hereby file with the Securi

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

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 Fil

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

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 4, 2023 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

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Blue Star Foods Corp.

List of Subsidiaries of the Registrant

Exhibit 21.1 LIST OF SUBSIDIARIES John Keeler & Co., Inc., a Florida corporation Coastal Pride Seafood, LLC, a Florida limited liability company and wholly-owned subsidiary of John Keeler & Co., Inc. Taste of BC Aquafarms, Inc., a corporation formed under the laws of the Province of British Columbia, Canada

As filed with the Securities and Exchange Commission on [ ], 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE STAR FOODS CORP. (Exact name of registrant

Registration No. 333- As filed with the Securities and Exchange Commission on [ ], 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE STAR FOODS CORP. (Exact name of registrant as specified in its charter) Delaware 3510 82-4270040 (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer i

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): November 27, 2023 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40991 BLUE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14A-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14A-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ☒ Definiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 001-40991 CUSIP Number FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For period ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14A-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14A-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ☐ Definiti

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

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): October 16, 2023 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

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): September 26, 2023 BLUE STAR FOODS CORP. (Exact name of registrant as specified in its charter) Delaware 001-40991 82-4270040 (State or other jurisdiction of incorporation) (Commissio

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

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): September 26, 2023 BLUE STAR FOODS CORP. (Exact name of registrant as specified in its charter) Delaware 001-40991 82-4270040 (State or other jurisdiction of incorporation) (Commissio

BSFC / Blue Star Foods Corp / Lind Global Fund II LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Blue Star Foods Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 09606H101 (CUSIP Number) September 11, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

JOINT FILING AGREEMENT

EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.0001 per share, of Blue Star Foods Corp., shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such

Form of Common Warrant

EXHIBIT 4.7 SERIES [A-1][A-2] COMMON STOCK PURCHASE WARRANT Blue Star Foods Corp. Warrant Shares: Issue Date: , 2023 THIS SERIES [A-1][A-2] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the [Stockh

Form of Purchase Agreement

Exhibit 10.81 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2023, between Blue Star Foods Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fort

Form of Pre-Funded Warrant

Exhibit 4.9 PRE-FUNDED COMMON STOCK PURCHASE WARRANT Blue Star Foods Corp. Warrant Shares: Initial Exercise Date: , 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereo

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

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): September 7, 2023 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

Press Release, dated September 11, 2023

Exhibit 99.1 Blue Star Foods Announces Closing of $5 Million Public Offering Miami, FL, Sept. 11, 2023 (GLOBE NEWSWIRE) — Blue Star Foods Corp., (“Blue Star,” the “Company,” “we,” “our” or “us”) (NASDAQ: BSFC), today announced the closing of its previously announced public offering of an aggregate of 10,741,139 shares of its common stock (or common stock equivalents), together with accompanying co

690,000 Shares of Common Stock 10,741,139 Series A-1 Warrants to Purchase Common Stock 10,741,139 Series A-2 Warrants to Purchase Common Stock 10,051,139 Pre-Funded Warrants to Purchase Common Stock Placement Agent Warrants to Purchase up to 751,880

Filed pursuant to Rule 424(b)(4) Registration Statement No. 333-273525 690,000 Shares of Common Stock 10,741,139 Series A-1 Warrants to Purchase Common Stock 10,741,139 Series A-2 Warrants to Purchase Common Stock 10,051,139 Pre-Funded Warrants to Purchase Common Stock Placement Agent Warrants to Purchase up to 751,880 Shares of Common Stock 32,285,297 Shares of Common Stock Underlying the Warrant

Blue Star Foods Corp. 3000 NW 109th St. Miami Florida, 33172

Blue Star Foods Corp. 3000 NW 109th St. Miami Florida, 33172 September 6, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Blue Star Foods Corp. Registration Statement on Form S-1 File No. 333-273525 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Blue Star Foods Corp.

430 Park Avenue | New York, NY 10022 | 212.356.0500 | www.hcwco.com Member: FINRA/SIPC

September 6, 2023 VIA FACSIMILE AND EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: Blue Star Foods Corp. Registration Statement on Form S-1 (Registration No. 333-273525) - Concurrence in Cancellation of Acceleration Request Ladies and Gentlemen: H.C. Wainwright & Co., LLC (“Wainwright”), solely acting as placement agent on a best-efforts basis

Blue Star Foods Corp. 3000 NW 109th St. Miami Florida, 33172

Blue Star Foods Corp. 3000 NW 109th St. Miami Florida, 33172 September 6, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Blue Star Foods Corp. Withdrawal of Acceleration Request - Registration Statement on Form S-1 File No. 333-273525 Ladies and Gentlemen: Reference is made to our letter, filed as correspondence via ED

430 Park Avenue | New York, NY 10022 | 212.356.0500 | www.hcwco.com Member: FINRA/SIPC

September 6, 2023 VIA FACSIMILE AND EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: Blue Star Foods Corp. Registration Statement on Form S-1 (Registration No. 333-273525) - Concurrence in Acceleration Request Ladies and Gentlemen: H.C. Wainwright & Co., LLC (“Wainwright”), solely acting as placement agent on a best-efforts basis in an offering p

Blue Star Foods Corp. 3000 NW 109th St. Miami Florida, 33172 September 5, 2023

Blue Star Foods Corp. 3000 NW 109th St. Miami Florida, 33172 September 5, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Blue Star Foods Corp. Registration Statement on Form S-1 File No. 333-273525 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Blue Star Foods Corp.

Blue Star Foods Corp. 3000 NW 109th St. Miami Florida, 33172

Blue Star Foods Corp. 3000 NW 109th St. Miami Florida, 33172 September 5, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Blue Star Foods Corp. Withdrawal of Acceleration Request - Registration Statement on Form S-1 File No. 333-273525 Ladies and Gentlemen: Reference is made to our letter, filed as correspondence via ED

430 Park Avenue | New York, NY 10022 | 212.356.0500 | www.hcwco.com Member: FINRA/SIPC

September 5, 2023 VIA FACSIMILE AND EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: Blue Star Foods Corp. Registration Statement on Form S-1 (Registration No. 333-273525) - Concurrence in Cancellation of Acceleration Request Ladies and Gentlemen: H.C. Wainwright & Co., LLC (“Wainwright”), solely acting as placement agent on a best-efforts basis

September 5, 2023

September 5, 2023 VIA FACSIMILE AND EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: Blue Star Foods Corp. Registration Statement on Form S-1 (Registration No. 333-273525) - Concurrence in Acceleration Request Ladies and Gentlemen: H.C. Wainwright & Co., LLC (“Wainwright”), solely acting as placement agent on a best-efforts basis in an offering p

Blue Star Foods Corp. 3000 NW 109th St. Miami Florida, 33172

Blue Star Foods Corp. 3000 NW 109th St. Miami Florida, 33172 September 1, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Blue Star Foods Corp. Withdrawal of Acceleration Request - Registration Statement on Form S-1 File No. 333-273525 Ladies and Gentlemen: Reference is made to our letter, filed as correspondence via ED

430 Park Avenue | New York, NY 10022 | 212.356.0500 | www.hcwco.com Member: FINRA/SIPC

September 1, 2023 VIA FACSIMILE AND EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: Blue Star Foods Corp. Registration Statement on Form S-1 (Registration No. 333-273525) - Concurrence in Acceleration Request Ladies and Gentlemen: H.C. Wainwright & Co., LLC (“Wainwright”), solely acting as placement agent on a best-efforts basis in an offering p

Blue Star Foods Corp. 3000 NW 109th St. Miami Florida, 33172

Blue Star Foods Corp. 3000 NW 109th St. Miami Florida, 33172 September 1, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Blue Star Foods Corp. Registration Statement on Form S-1 File No. 333-273525 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Blue Star Foods Corp.

430 Park Avenue | New York, NY 10022 | 212.356.0500 | www.hcwco.com Member: FINRA/SIPC

September 1, 2023 VIA FACSIMILE AND EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: Blue Star Foods Corp. Registration Statement on Form S-1 (Registration No. 333-273525) - Concurrence in Acceleration Request Ladies and Gentlemen: H.C. Wainwright & Co., LLC (“Wainwright”), solely acting as placement agent on a best-efforts basis in an offering p

Blue Star Foods Corp. 3000 NW 109th St. Miami Florida, 33172

Blue Star Foods Corp. 3000 NW 109th St. Miami Florida, 33172 August 31, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Blue Star Foods Corp. Registration Statement on Form S-1 File No. 333-273525 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Blue Star Foods Corp.,

430 Park Avenue | New York, NY 10022 | 212.356.0500 | www.hcwco.com Member: FINRA/SIPC

August 31, 2023 VIA FACSIMILE AND EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: Blue Star Foods Corp. Registration Statement on Form S-1 (Registration No. 333-273525) - Concurrence in Acceleration Request Ladies and Gentlemen: H.C. Wainwright & Co., LLC (“Wainwright”), solely acting as placement agent on a best-efforts basis in an offering pur

As filed with the Securities and Exchange Commission on August 30, 2023

As filed with the Securities and Exchange Commission on August 30, 2023 Registration No.

Form of Securities Purchase Agreement

Exhibit 10.81 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2023, between Blue Star Foods Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fort

Form of Common Stock Purchase Warrant

EXHIBIT 4.7 SERIES [A-1][A-2] COMMON STOCK PURCHASE WARRANT Blue Star Foods Corp. Warrant Shares: Issue Date: , 2023 THIS SERIES [A-1][A-2] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the [Stockh

List of Subsidiaries of the Registrant

Exhibit 21.1 LIST OF SUBSIDIARIES John Keeler & Co., Inc., a Florida corporation Coastal Pride Seafood, LLC, a Florida limited liability company and wholly-owned subsidiary of John Keeler & Co., Inc. Taste of BC Aquafarms, Inc., a corporation formed under the laws of the Province of British Columbia, Canada

Form of Pre-funded Warrant

Exhibit 4.9 PRE-FUNDED COMMON STOCK PURCHASE WARRANT Blue Star Foods Corp. Warrant Shares: Initial Exercise Date: , 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereo

Form of Placement Agent Warrant

Exhibit 4.8 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Blue Star Foods Corp. Warrant Shares: Issue Date: , 2023 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the [Stockholde

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

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): August 23, 2023 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 F

Form of Common Stock Purchase Warrant

EXHIBIT 4.7 SERIES [A-1][A-2] COMMON STOCK PURCHASE WARRANT Blue Star Foods Corp. Warrant Shares: Issue Date: , 2023 THIS SERIES [A-1][A-2] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the [Stockh

Form of Securities Purchase Agreement

Exhibit 10.81 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2023, between Blue Star Foods Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fort

Form of Pre-funded Warrant

Exhibit 4.9 PRE-FUNDED COMMON STOCK PURCHASE WARRANT Blue Star Foods Corp. Warrant Shares: Initial Exercise Date: , 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereo

As filed with the Securities and Exchange Commission on August 24, 2023

As filed with the Securities and Exchange Commission on August 24, 2023 Registration No.

Form of Placement Agent Warrant

Exhibit 4.8 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Blue Star Foods Corp. Warrant Shares: Issue Date: , 2023 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the [Stockholde

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Blue Star Foods Corp.

List of Subsidiaries of the Registrant

Exhibit 21.1 LIST OF SUBSIDIARIES John Keeler & Co., Inc., a Florida corporation Coastal Pride Seafood, LLC, a Florida limited liability company and wholly-owned subsidiary of John Keeler & Co., Inc. Taste of BC Aquafarms, Inc., a corporation formed under the laws of the Province of British Columbia, Canada

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40991 BLUE STAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 001-40991 CUSIP Number FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For period ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report

Consulting Agreement dated July 28, 2023, between Blue Star Foods Corp. and Mark E. Crone

Exhibit 10.1 Consulting Agreement THIS CONSULTING AGREEMENT (this “Agreement”), dated as of July 28, 2023, by and between Blue Star Foods Corp., a Delaware corporation (the “Company”), and Mark Crone (the “Consultant”). W I T N E S S E T H: WHEREAS, the Company desires to retain the Consultant and the Consultant desires to be retained by the Company pursuant to the terms and conditions hereinafter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE STAR FOODS CORP. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE STAR FOODS CORP. (Exact name of registrant as specified in its charter) Delaware 82-4270040 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 3000 NW 109th Avenue Miami, Florida 33172 (Address of Principal Ex

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables S-8 (Form Type) BLUE STAR FOODS CORP.

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.81 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 28, 2023)

Exhibit 10.81 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2023, between Blue Star Foods Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fort

Form of Pre-funded Warrant (incorporated by reference to Exhibit 4.9 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 28, 2023)

Exhibit 4.9 PRE-FUNDED COMMON STOCK PURCHASE WARRANT Blue Star Foods Corp. Warrant Shares: Initial Exercise Date: , 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereo

As filed with the Securities and Exchange Commission on August 10, 2023

As filed with the Securities and Exchange Commission on August 10, 2023 Registration No.

Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.8 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 28, 2023)

Exhibit 4.8 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Blue Star Foods Corp. Warrant Shares: Initial Exercise Date: , 2023 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the

List of Subsidiaries of the Registrant

Exhibit 21.1 LIST OF SUBSIDIARIES John Keeler & Co., Inc., a Florida corporation Coastal Pride Seafood, LLC, a Florida limited liability company and wholly-owned subsidiary of John Keeler & Co., Inc. Taste of BC Aquafarms, Inc., a corporation formed under the laws of the Province of British Columbia, Canada

Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.7 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 28, 2023)

EXHIBIT 4.7 COMMON STOCK PURCHASE WARRANT Blue Star Foods Corp. Warrant Shares: Initial Exercise Date: , 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exerci

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): July 31, 2023 BLUE STAR FOODS COR

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): July 31, 2023 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 Fil

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): July 27, 2023 BLUE STAR FOODS COR

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): July 27, 2023 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 Fil

Warrant dated July 27, 2023 issued by Blue Star Foods Corp. to Lind Global Fund II LP (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2023)

Exhibit 10.2 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAI

First Amendment to Security Agreement dated as of July 27, 2023 by and between Blue Star Foods Corp. and Lind Global Fund II LP (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2023)

Exhibit 10.3 FIRST AMENDMENT TO SECURITY AGREEMENT This FIRST AMENDMENT TO SECURITY AGREEMENT (the “Amendment”) is dated effective as of the July 27, 2023 (the “Amendment Effective Date”), by and between Blue Star Foods Corp., a Delaware Corporation (the “Company”) and Lind Global Fund II LP, a Delaware limited partnership (“Lind” and together with the Company, the “Parties”). RECITALS WHEREAS, th

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Blue Star Foods Corp.

First Amendment to Securities Purchase Agreement, dated July 27, 2023 by and between Blue Star Foods Corp. and Lind Global Fund II LP (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2023)

Exhibit 10.1 FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of July 27, 2023, by and between BLUES STAR FOODS CORP., a Delaware corporation (the “Company”), and LIND GLOBAL FUND II LP, a Delaware limited Partnership (the “Investor”). WHEREAS: A. The Company and the Investor executed and delivered that certain Secu

List of Subsidiaries of the Registrant

Exhibit 21.1 LIST OF SUBSIDIARIES John Keeler & Co., Inc., a Florida corporation Coastal Pride Seafood, LLC, a Florida limited liability company and wholly-owned subsidiary of John Keeler & Co., Inc. Taste of BC Aquafarms, Inc., a corporation formed under the laws of the Province of British Columbia, Canada

As filed with the Securities and Exchange Commission on July 28, 2023

As filed with the Securities and Exchange Commission on July 28, 2023 Registration No.

Senior Secured Convertible Promissory Note, dated July 27, 2023, in the principal amount of $300,000 issued by Blue Star Foods Corp. to Lind Global Fund II LP (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2023)

Exhibit 4.1 THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABL

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

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): June 16, 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 Nu

Waiver Agreement, dated July 6, 2023, among the Company, Taste of BC Aquafarms Inc., Steve Atkinson and Janet Atkinson (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 11, 2023)

Exhibit 10.1 Blue Star Foods Corp. 3000 NW 109th Avenue Miami, FL 33172 July 6, 2023 Taste of BC Aquafarms Inc. 2930 Jameson Road Nanaimo, British Columbia Canada V9R 6W8 Steve Atkinson 2904 Jameson Road Nanaimo, British Columbia Canada V9R 6W8 Janet Atkinson 2904 Jameson Road Nanaimo, British Columbia Canada V9R 6W8 Ladies and Gentlemen: Reference is made to Section 2(d) of the First Amendment to

Blue Star Foods Corp. Announces Reverse Stock Split

Exhibit 99.1 Blue Star Foods Corp. Announces Reverse Stock Split Miami, Florida, June 20, 2023 — Blue Star Foods Corp. (NASDAQ:BSFC) (“Blue Star” or the “Company”), an integrated Environmental, Social, and Governance (ESG) sustainable seafood company with a focus on Recirculatory Aquaculture Systems (RAS), announced today it will effectuate a 1-for-20 reverse stock split of its outstanding common

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

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): June 20, 2023 (June 9, 2023) BLUE STAR FOODS CORP. (Exact name of registrant as specified in its charter) Delaware 001-40991 82-4270040 (State or other jurisdiction of incorporation)

Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated June 9, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 20, 2023)

Exhibit 3.1

$1,200,000 Senior Secured Convertible Promissory Note, dated May 30, 2023 issued to Lind Global Fund II LP (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 31, 2023)

Exhibit 4.1 THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABL

Securities Purchase Agreement, dated May 30, 2023 by and between Blue Star Foods Corp. and Lind Global Fund II LP (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 31, 2023)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of May 30, 2023, by and between Blue Star Foods Corp., a Delaware corporation (the “Company”), and Lind Global Fund II LP, a Delaware limited partnership (the “Investor”). BACKGROUND A. The board of directors (the

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): May 31, 2023 (May 30, 2023) BLUE

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): May 31, 2023 (May 30, 2023) BLUE STAR FOODS CORP. (Exact name of registrant as specified in its charter) Delaware 001-40991 82-4270040 (State or other jurisdiction of incorporation) (

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

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): May 31, 2023 (May 23, 2023) BLUE STAR FOODS CORP. (Exact name of registrant as specified in charter) Delaware 001-40991 82-4270040 (State or other jurisdiction of incorporation) (Comm

Amended and Restated Security Agreement dated as of May 30, 2023 by and between the Company and Lind Global Fund II LP (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 31, 2023)

EXHIBIT 10.3 amended and restated SECURITY AGREEMENT THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”), dated as of May 30, 2023, by and between BLUE STAR FOODS CORP., a Delaware corporation (the “Company”) and LIND GLOBAL FUND II LP (the “Secured Party”). WHEREAS, this Agreement amends and restates in its entirety that certain Security Agreement, dated as of January 24, 2022 (the “O

Warrant dated May 30, 2023 issued by the Company to Lind Global Fund II LP (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 31, 2023)

Exhibit 10.2 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAI

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): May 23, 2023 BLUE STAR FOODS CORP

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): May 23, 2023 BLUE STAR FOODS CORP. (Exact name of registrant as specified in charter) Delaware 000-55903 82-4270040 (State or other jurisdiction of incorporation) (Commission File Num

Miami, FL, May 23, 2023 (GLOBE NEWSWIRE) — Blue Star Foods Corp., (“Blue Star,” the “Company,” “we,” “our” or “us”) (NASDAQ:

Exhibit 99.1 Miami, FL, May 23, 2023 (GLOBE NEWSWIRE) — Blue Star Foods Corp., (“Blue Star,” the “Company,” “we,” “our” or “us”) (NASDAQ: BSFC), an integrated Environmental, Social, and Governance (“ESG”) sustainable seafood company with a focus on Recirculatory Aquaculture Systems (“RAS”), announced unaudited financial and operational results for the three months ended March 31, 2023. Key Financi

Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40991 BLUE STA

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): May 22, 2023 (May 17, 2023) BLUE STAR FOODS CORP. (Exact name of registrant as specified in charter) Delaware 001-40991 82-4270040 (State or other jurisdiction of incorporation) (Comm

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

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): May 17, 2023 (May 16, 2023) BLUE STAR FOODS CORP. (Exact name of registrant as specified in charter) Delaware 001-40991 82-4270040 (State or other jurisdiction of incorporation) (Comm

Purchase Agreement, dated May 16, 2023, by and between the Company and ClearThink Capital Partners, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 17, 2023)

EX-10.1 2 ex10-1.htm Exhibit 10.1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the “Agreement”), dated as of May 16, 2023, by and between BLUE STAR FOODS, INC., a Delaware corporation (the “Company”), and CLEARTHINK CAPITAL PARTNERS, LLC, a Delaware limited liability company (the “Investor”). WHEREAS: Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the

Registration Rights Agreement, dated May 16, 2023, by and between the Company and ClearThink Capital Partners, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on May 17, 2023)

EX-10.3 4 ex10-3.htm Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 16, 2023, by and between BLUE STAR FOODS, CORP., a Delaware corporation (the “Company”), and CLEARTHINK CAPITAL PARTNERS, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise de

Securities Purchase Agreement, dated May 16, 2023, by and between the Company and ClearThink Capital Partners, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 17, 2023)

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 16, 2023, is entered into by and between Blue Star Foods Corp., a Delaware corporation, (the “Company”), and ClearThink Capital Partners, LLC, a Delaware limited liability company (the “Buyer”). A. The Company and the Buyer are executing and delivering this Agreement in reliance upon t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 001-40991 CUSIP Number FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For period ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Repor

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

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): May 10, 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 Num

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

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): April 18, 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 N

Blue Star Foods Reports Growth of 28% to $12.8 Million Annual Revenue for 2022 Outperformed Previously Issued Preliminary Results Highlighted by $1.4 Million Revenue from RAS Operations

Exhibit 99.1 Blue Star Foods Reports Growth of 28% to $12.8 Million Annual Revenue for 2022 Outperformed Previously Issued Preliminary Results Highlighted by $1.4 Million Revenue from RAS Operations Miami, FL – April 18, 2023 (GLOBE NEWSWIRE) – Blue Star Foods Corp., (“Blue Star,” the “Company,” “we,” “our” or “us”) (NASDAQ: BSFC), an integrated Environmental, Social, and Governance (“ESG”) sustai

Land Lease Agreement, dated April 1, 2022, between Taste of BC Aquafarms Inc. and Steven and Janet Atkinson (incorporated by reference to Exhibit 10.67 to the Company’s Annual Report of Form 10-K filed with the SEC on April 17, 2023)

Exhibit 10.67 THIS AGREEMENT (in pursuance of the Land Transfer Form Act - Part 2), effective the 1st day of April, 2022 (the “Effective Date”). BETWEEN: Steven and Janet Atkinson (Landlords) of 2904 Jameson Road, Nanaimo, BC V9R 6W8 herein after referred to as the “Lessor”. AND: Taste of BC Aquafarms Inc. (Tenant) of 2930 Jameson Road, Nanaimo, BC V9R 6W8 herein after referred to as the “Lessee”.

Vendor and Supply Agreement, effective January 28, 2023, between the Company and Just Food For Dogs, LLC (incorporated by reference to Exhibit 10.69 to the Company’s Annual Report of Form 10-K filed with the SEC on April 17, 2023)

Exhibit 10.69 JUSTFOODFORDOGS VENDOR AND SUPPLY AGREEMENT This VENDOR AND SUPPLY AGREEMENT (this “Agreement”) effective as of January 28th, 2023 (the “Effective Date”) is entered into by and between Blue Star Foods, a Florida corporation having its principal place of business at Miami, Florida (“Supplier”), and JUSTFOODFORDOGS, LLC, a California limited liability company (“Customer”). Supplier and

Land Lease Agreement, dated April 1, 2022, between Taste of BC Aquafarms Inc. and Kathryn Atkinson (incorporated by reference to Exhibit 10.68 to the Company’s Annual Report of Form 10-K filed with the SEC on April 17, 2023)

Exhibit 10.68 THIS AGREEMENT (in pursuance of the Land Transfer Form Act - Part 2), effective the 1st day of April, 2022 (the “Effective Date”). BETWEEN: Kathryn Joy Atkinson of 2934 Jameson Road, Nanaimo, BC V9R 6W8 herein after referred to as the “Lessor”. AND: Taste of BC Aquafarms Inc. (Tenant) of 2930 Jameson Road, Nanaimo, BC V9R 6W8 herein after referred to as the “Lessee”. WHEREAS The Less

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40991 BLUE STAR FOO

Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ☒ Definitive Proxy Statem

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

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): April 3, 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 Nu

Blue Star Foods Reports Preliminary Unaudited Full Year 2022 Growth of 20% to Approximately $12.0 Million Revenue

Exhibit 99.1 Blue Star Foods Reports Preliminary Unaudited Full Year 2022 Growth of 20% to Approximately $12.0 Million Revenue Miami, FL – April 3, 2023 (GLOBE NEWSWIRE) – Blue Star Foods Corp., (“Blue Star,” the “Company,” “we,” “our” or “us”) (NASDAQ: BSFC), an integrated Environmental, Social, and Governance (ESG) sustainable seafood company with a focus on Recirculatory Aquaculture Systems (RA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 000-55903 CUSIP Number FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For period ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ☐ Definitive Proxy Statem

Blue Star Foods Closes $1.8 Million Underwritten Public Offering of Common Stock

EX-99.2 6 ex99-2.htm EXHIBIT 99.2 Blue Star Foods Closes $1.8 Million Underwritten Public Offering of Common Stock February 14, 2023 09:45 ET | Source: Blue Star Foods Corp. MIAMI, FL, Feb. 14, 2023 (GLOBE NEWSWIRE) — Blue Star Foods Corp., (NASDAQ:BSFC) (the “Company” ), an integrated Environmental, Social, and Governance (ESG) sustainable seafood company with a focus on Recirculatory Aquaculture

Blue Star Foods Prices $1.8 Million Underwritten Public Offering of Common Stock

EX-99.1 5 ex99-1.htm EXHIBIT 99.1 Blue Star Foods Prices $1.8 Million Underwritten Public Offering of Common Stock February 10, 2023 09:46 ET | Source: Blue Star Foods Corp. MIAMI, FL, Feb. 10, 2023 (GLOBE NEWSWIRE) — Blue Star Foods Corp., (NASDAQ:BSFC) (the “Company” ), an integrated Environmental, Social, and Governance (ESG) sustainable seafood company with a focus on Recirculatory Aquaculture

Underwriting Agreement, dated February 10, 2023, by and between the Company and Aegis Capital Corp.

EXHIBIT 1.1 BLUE STAR FOODS CORP. UNDERWRITING AGREEMENT New York, New York February 10, 2023 Aegis Capital Corp. 1345 Avenue of the Americas, 27th Floor New York, New York 10015 Ladies and Gentlemen: The undersigned, Blue Star Foods Corp., a Delaware corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registrati

Warrant Agent Agreement, dated February 10, 2023, between the Company and VStock Transfer, LLC, including the Pre-Funded Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 15, 2023)

EX-4.1 3 ex4-1.htm EXHIBIT 4.1 WARRANT AGENT AGREEMENT This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of February 10, 2023 (the “Issuance Date”) is between Blue Star Foods Corp., a Delaware corporation (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”). WHEREAS, pursuant to the terms of that certain Underwriting Agreement (“Underwriting Agreement”), dated February 10

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): February 10, 2023 BLUE STAR FOODS

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): February 10, 2023 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

BLUE STAR FOODS CORP. 8,200,000 Shares of Common Stock Pre-Funded Warrants to Purchase up to 800,000 Shares of Common Stock

Filed pursuant to Rule 424(b)(5) Registration Statement No. 333-268564 Prospectus Supplement (To Prospectus dated December 6, 2022) BLUE STAR FOODS CORP. 8,200,000 Shares of Common Stock Pre-Funded Warrants to Purchase up to 800,000 Shares of Common Stock We are offering 8,200,000 shares of our common stock pursuant to this prospectus supplement and the accompanying prospectus. We are also offerin

BLUE STAR FOODS CORP. [●] Shares of Common Stock Pre-Funded Warrants to Purchase up to [●] Shares of Common Stock

Filed pursuant to Rule 424(b)(5) Registration Statement No. 333-268564 This preliminary prospectus supplement and the accompanying prospectus relate to an effective registration statement under the Securities Act of 1933, but the information in this prospectus supplement is not complete and may be changed. This prospectus supplement and the accompanying prospectus are not an offer to sell these se

Blue Star Foods Enters into Supply Agreement for Up to $4 Million Annually with Just Food For Dogs

Exhibit 99.1 Blue Star Foods Enters into Supply Agreement for Up to $4 Million Annually with Just Food For Dogs Tue, January 31, 2023, 8:30 AM EST Will Supply Wild Caught Cod as Ingredient for its Gourmet Dog Food Miami, FL, Jan. 31, 2023 (GLOBE NEWSWIRE) — Blue Star Foods Corp., (“Blue Star,” the “Company,” “we,” “our” or “us”) (NASDAQ: BSFC), an integrated Environmental, Social, and Governance (

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): January 31, 2023 BLUE STAR FOODS

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): January 31, 2023 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

Submission of Matters to a Vote of Security Holders

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 12, 2022 BLUE STAR FOODS CORP. (Exact name of registrant as specified in charter) Delaware 000-55903 82-4270040 (State or other jurisdiction of incorporation) (Commission Fil

Blue Star Foods Corp. 3000 NW 109th Avenue Miami, Florida 33172

Blue Star Foods Corp. 3000 NW 109th Avenue Miami, Florida 33172 December 2, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attn: Patrick Fullem Re: Blue Star Foods Corp. Registration Statement on Form S-3 Filed November 25, 2022 File No. 333-268564 Ladies and Gentlemen: Pursuant to Ru

As filed with the Securities and Exchange Commission on November 25, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 BLUE STAR FOODS CORP (Exact name of registran

As filed with the Securities and Exchange Commission on November 25, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Form of Indenture*

Exhibit 4.5 BLUE STAR FOODS CORP., as ISSUER and [ ], as INDENTURE TRUSTEE INDENTURE Dated as of [ ] TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions 4 Section 1.03 Incorporation by Reference of Trust Indenture Act 4 Section 1.04 Rules of Construction 4 ARTICLE II THE SECURITIES 5 Section 2.01 Issuable in Series

Filing Fee Table*

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Blue Star Foods Corp.

Sales Agreement, dated November 25, 2022, between the Company and Roth Capital Partners, LLC*

Exhibit 1.2 BLUE STAR FOODS CORP. Common Stock ($0.0001 par value per share) Sales Agreement November 25, 2022 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Blue Star Foods Corp., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Roth Capital Partners, LLC (the “Agent”), as follows: 1. Issuance and Sa

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): November 17, 2022 BLUE STAR FOODS CORP. (Exact name of registrant as specified in charter) Delaware 000-55903 82-4270040 (State or other jurisdiction of incorporation) (Commission Fil

Blue Star Foods Reports Growth of 28% to $10.7 Million Revenue for the Nine Months Ended September 30, 2022 Highlighted by Initial $1.0 Million Revenue from Soft-Shell Crab RAS

Exhibit 99.1 Blue Star Foods Reports Growth of 28% to $10.7 Million Revenue for the Nine Months Ended September 30, 2022 Highlighted by Initial $1.0 Million Revenue from Soft-Shell Crab RAS Miami, FL ? November 15, 2022 (GLOBE NEWSWIRE) ? Blue Star Foods Corp., (?Blue Star,? the ?Company,? ?we,? ?our? or ?us?) (NASDAQ: BSFC), an integrated Environmental, Social, and Governance (?ESG?) sustainable

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): November 15, 2022 BLUE STAR FOODS CORP. (Exact name of registrant as specified in charter) Delaware 000-55903 82-4270040 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55903 BLUE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ? Definitive Proxy Statem

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): August 16, 2022 BLUE STAR FOODS CORP. (Exact name of registrant as specified in charter) Delaware 000-55903 82-4270040 (State or other jurisdiction of incorporation) (Commission File

Blue Star Foods Reports Revenue Growth of 79% for First Half of 2022 Highlighted by Initial $0.5 Million Revenue from Soft-Shell Crab RAS

Exhibit 99.1 Blue Star Foods Reports Revenue Growth of 79% for First Half of 2022 Highlighted by Initial $0.5 Million Revenue from Soft-Shell Crab RAS Miami, FL ? August 16, 2022 (GLOBE NEWSWIRE) ? Blue Star Foods Corp., (?Blue Star,? the ?Company,? ?we,? ?our? or ?us?) (NASDAQ: BSFC), an integrated Environmental, Social, and Governance (ESG) sustainable seafood company with a focus on Recirculato

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55903 BLUE STAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number 3235-0101 Expires: July 31, 2023 Estimated average burden hours per response 1.0 FORM 144 SEC USE ONLY NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number 3235-0101 Expires: July 31, 2023 Estimated average burden hours per response 1.0 FORM 144 SEC USE ONLY NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 DOCUMENT SEQUENCE NO. ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing a

BLUE STAR FOODS CORP. 4,833,333 Shares of Common Stock

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