Blue Star Foods Corp. Files 8-K on Financial Agreements
Ticker: BSFC · Form: 8-K · Filed: Apr 18, 2024 · CIK: 1730773
Sentiment: neutral
Topics: material-definitive-agreement, financial-obligation, equity-sale
TL;DR
BSFC filed an 8-K detailing new financial obligations and equity sales.
AI Summary
Blue Star Foods Corp. announced on April 17, 2024, that it entered into a material definitive agreement for a direct financial obligation. The company also reported on the creation of an off-balance sheet arrangement and unregistered sales of equity securities. Specific details regarding the financial obligation and equity sales were not provided in this initial filing.
Why It Matters
This filing indicates significant financial activity and potential changes in the company's capital structure, which could impact investors and stakeholders.
Risk Assessment
Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.
Key Players & Entities
- Blue Star Foods Corp. (company) — Registrant
- April 17, 2024 (date) — Date of earliest event reported
- April 16, 2024 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- 001-40991 (commission_file_number) — SEC File Number
FAQ
What is the nature of the material definitive agreement entered into by Blue Star Foods Corp.?
The filing states that Blue Star Foods Corp. entered into a material definitive agreement, but the specific details of this agreement are not disclosed in this initial 8-K filing.
What type of financial obligation was created by Blue Star Foods Corp.?
Blue Star Foods Corp. reported the creation of a direct financial obligation and an obligation under an off-balance sheet arrangement.
Were there any unregistered sales of equity securities by Blue Star Foods Corp.?
Yes, the filing indicates that there were unregistered sales of equity securities by Blue Star Foods Corp.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on April 16, 2024.
What is the primary business of Blue Star Foods Corp.?
Blue Star Foods Corp. is primarily involved in the preparation of fresh or frozen fish and seafoods, as indicated by its Standard Industrial Classification code [2092].
Filing Stats: 1,122 words · 4 min read · ~4 pages · Grade level 11.2 · Accepted 2024-04-18 06:10:32
Key Financial Figures
- $0.0001 B — nge on which registered Common Stock, $0.0001 BSFC The Nasdaq Stock Market LLC (Nas
- $300,000 — missory note in the principal amount of $300,000 (the "Hart Note"). In connection with t
- $50,000 — ill have a one-time interest payment of $50,000 payable on the maturity date of May 15,
- $138,000 — missory note in the principal amount of $138,000 which had an original issue discount of
- $23,000 — which had an original issue discount of $23,000 (the "Diagonal Note"). The Diagonal Not
- $26,220 — Note has a one-time interest payment of $26,220 paid upon issuance and a maturity date
Filing Documents
- form8-k.htm (8-K) — 35KB
- ex4-10.htm (EX-4.10) — 3KB
- ex4-11.htm (EX-4.11) — 10KB
- ex10-87.htm (EX-10.87) — 6KB
- ex99-1.htm (EX-99.1) — 11KB
- ex4-10_001.jpg (GRAPHIC) — 407KB
- ex4-10_002.jpg (GRAPHIC) — 343KB
- ex4-10_003.jpg (GRAPHIC) — 173KB
- ex4-11_001.jpg (GRAPHIC) — 394KB
- ex4-11_002.jpg (GRAPHIC) — 334KB
- ex4-11_003.jpg (GRAPHIC) — 450KB
- ex4-11_004.jpg (GRAPHIC) — 574KB
- ex4-11_005.jpg (GRAPHIC) — 555KB
- ex4-11_006.jpg (GRAPHIC) — 499KB
- ex4-11_007.jpg (GRAPHIC) — 520KB
- ex4-11_008.jpg (GRAPHIC) — 497KB
- ex4-11_009.jpg (GRAPHIC) — 374KB
- ex4-11_010.jpg (GRAPHIC) — 458KB
- ex4-11_011.jpg (GRAPHIC) — 56KB
- ex4-11_012.jpg (GRAPHIC) — 202KB
- ex10-87_001.jpg (GRAPHIC) — 448KB
- ex10-87_002.jpg (GRAPHIC) — 514KB
- ex10-87_003.jpg (GRAPHIC) — 288KB
- ex10-87_004.jpg (GRAPHIC) — 375KB
- ex10-87_005.jpg (GRAPHIC) — 303KB
- ex10-87_006.jpg (GRAPHIC) — 73KB
- ex99-1_001.jpg (GRAPHIC) — 9KB
- 0001493152-24-015118.txt ( ) — 11050KB
- bsfc-20240417.xsd (EX-101.SCH) — 3KB
- bsfc-20240417_lab.xml (EX-101.LAB) — 33KB
- bsfc-20240417_pre.xml (EX-101.PRE) — 22KB
- form8-k_htm.xml (XML) — 3KB
02 Unregistered
Item 3.02 Unregistered Sale of Equity Securities. Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference. The issuance of 500,000 shares of common stock of the Company to Hart was exempt from registration under Section 4(a)(2) and/or Rule 506(b) of Regulation D as promulgated by the Securities and Exchange Commission under of the Securities Act of 1933, as amended (the "Act"), as transactions by an issuer not involving any public offering. At the time of their issuance, the shares of common stock were deemed to be restricted securities for purposes of the Act and will bear restrictive legends to that effect. Item 8.01 Other Events. On April 17, 2024, the Company issued a press release announcing the Purchase Agreement, Hart Note and Diagonal Note. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 4.10 Promissory Note dated April 16, 2024 in the principal amount of $300,000 issued by Blue Star Foods Corp. to Hart Associates, LLC 4.11 Promissory Note dated April 16, 2024 in the principal amount of $138,000 issued by Blue Star Foods Corp. to 1800 Diagonal Lending LLC 10.87 Securities Purchase Agreement by and between Blue Star Foods Corp. and Hart Associates, LLC, dated April 16, 2024 99.1 Blue Star Foods Secures Additional Growth Capital to Support Expansion of Business Under Existing Master Service Agreement & Soft Shell Crab Operations 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3 Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BLUE STAR FOODS CORP. Date: April 17, 2024 By: /s/ John Keeler John Keeler Executive Chairman and Chief Executive Officer 4