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) | | (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 | | OTCQB |
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 8.01 Other Events.
As previously disclosed on August 21, 2023, NASDAQ Listing Qualifications staff (“Staff”) notified Blue Star Foods Corp., a Delaware corporation (the “Company”) that we no longer complied with the minimum $2,500,000 stockholders’ equity required for continued listing, or any of the alternative requirements pursuant to Listing Rule 5550(b). The Company’s hearing was held on June 29, 2023.
The Panel granted the Company’s request for continued listing on The NASDAQ Capital Market, subject to (i) the Company filing a registration statement with the SEC for a $5 million public offering by July 28, 2023 and (ii) the Company demonstrating compliance with Listing Rule 5550(b)(1) by August 18, 2025, which date was extended to September 15, 2023.
On September 11, 2023, the Company closed its $5 million public offering and believes it has regained compliance with Listing Rule 5550(b)(1).
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: September 26, 2023 | By: | /s/ John Keeler |
| | | John Keeler Executive Chairman and Chief Executive Officer |
