Blue Star Foods Corp. Files 8-K for Material Agreement

TL;DR

BSFC filed an 8-K on April 11, 2024, for a material definitive agreement.

AI Summary

Blue Star Foods Corp. (BSFC) entered into a Material Definitive Agreement on April 11, 2024, related to its financial statements and exhibits. The company, formerly known as AG Acquisition Group II, Inc., is incorporated in Delaware and headquartered in Miami, Florida.

Why It Matters

This filing indicates a significant contractual development for Blue Star Foods Corp., which could impact its financial reporting and operational status.

Risk Assessment

Risk Level: low — The filing is a standard disclosure of a material definitive agreement and does not inherently present immediate financial risks.

Key Players & Entities

• Blue Star Foods Corp. (company) — Registrant
• April 11, 2024 (date) — Date of Report
• AG Acquisition Group II, Inc. (company) — Former Company Name
• Delaware (jurisdiction) — State of Incorporation
• Miami, Florida (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 B — nge on which registered Common Stock, $0.0001 BSFC The Nasdaq Stock Market LLC (Nas

Filing Documents

• form8-k.htm (8-K) — 46KB
• ex10-75.htm (EX-10.75) — 127KB
• ex99-1.htm (EX-99.1) — 18KB
• ex10-75_001.jpg (GRAPHIC) — 4KB
• ex10-75_002.jpg (GRAPHIC) — 3KB
• ex10-75_003.jpg (GRAPHIC) — 2KB
• ex10-75_004.jpg (GRAPHIC) — 2KB
• 0001493152-24-014367.txt ( ) — 410KB
• bsfc-20240411.xsd (EX-101.SCH) — 3KB
• bsfc-20240411_lab.xml (EX-101.LAB) — 33KB
• bsfc-20240411_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED 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) (Commission File Number) (IRS Employer Identification No.) 3000 NW 109th Avenue Miami , Florida 33172 (Address of principal executive offices) Registrant's telephone number, including area code: (305) 836-6858 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbols Name of each exchange on which registered Common Stock, $0.0001 BSFC The Nasdaq Stock Market LLC (Nasdaq Capital Market) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01 Entry Into A Material Definitive Agreement. On April 4, 2024 Blue Star Foods Corp. (the "Company") entered into a contract manufacturing agreement (the "Agreement") with Afritex Ventures, Inc., a Texas corporation (the "Supplier), and Eagle Rising Food Solutions LLC, a Florida corporation (the "Buyer"), which was effective March 21, 2024 (the "Effective Date"). The initial term of the Agreement is two (2) years from the Effective Date and shall automatically renew for successive one (1) year periods thereafter if not terminated in writing by either party a minimum of sixty (60) days prior to the end of the then current term. Pursuant to the Agreement, Supplier will manufacture certain food products (the "Products") and provide consulting services to Buyer based on Buyer's purchase orders (each a "PO"). During the term of the Agreement, Buyer grants to Supplier a non-exclusive, non-transferable, worldwide, royalty-free, fully paid up license to use Buyer Marks (as defined in the Agreement) solely for purposes of labeling the Products and for no other purpose. Supplier shall be responsible for all aspects of production of the Products including but not limited to, (i) ordering raw ingredients, (ii) preparing the Products in accordance with the specifications of the Buyer, and, (iii) quality control of the Products in preparation for pickup and/or delivery to Buyer's customers. Supplier shall be responsible for the integrity of the Products and any material lapse in quality control must be corrected as soon as practicably possible and at the sole expense of the Supplier. Additionally, Supplier will store all ingredients and materials used to produce the Products at no cost to Buyer for thirty (30) days. Supplier will store the Products for ten (10) days once finished at no cost to Buyer. Buyer is responsible for payment of all freight and arranging all logistics for the delivery of all finished Products in accordance with the Agreement. Supplier shall issue invoices to Buyer for each PO once the Products associated with such PO have left the loading dock. Buyer shall pay all invoices within 35 calendar days of receipt of invoice, free from any offset or deductions. Any portions of invoices unpaid within such time shall bear interest at the rate of one percent (1%) of the outstanding amount per month until payment is received. Either of the parties shall be deemed to be in default in the event of any failure, refusal, or neglect of the party to perform a non-monetary obligation pursuant to the terms of the Agreement which is not cured within thirty (30) days; provided, however, that Supplier shall be deemed to be in default, with notice and ten (10) days to cure, and Buyer may terminate this Agreement, if Supplier: (a) is unable to produce the Products at either its current production facility or any other licensed facility under Supplier's direction, (b) is enjoined (whether temporarily or permanently) from engaging in the food production services, (c) fails to remain in substantial compliance with state, federal or local licenses, laws, regulat

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View this 8-K filing on SEC EDGAR