Blue Star Foods SEC Filings

Blue Star Foods Corp. received a large shareholder disclosure from Quick Capital, LLC, which reports beneficial ownership of up to 9.99% of the company’s outstanding common stock. Quick Capital, a Wyoming entity, states it has sole power to vote and dispose of up to this 9.99% stake and no shared voting or dispositive power.

The filing also certifies that the securities were not acquired for the purpose of changing or influencing control of Blue Star Foods, indicating a passive investment position rather than an activist stake.

Blue Star Foods Corp. (BSFC) reported an amendment to its charter that significantly increases the number of shares the company is allowed to issue in the future. As approved by the board and requisite stockholders, the amended Article FOURTH now authorizes 500,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock, each with a par value of $0.0001 per share, for a total of 505,000,000 authorized shares. The Certificate of Amendment was filed with the Delaware Secretary of State on November 13, 2025 and became effective upon filing.

Blue Star Foods Corp. (BSFC) reported Q3 2025 results showing higher sales and a narrower loss. Revenue was $462,260, up from $259,779 a year ago, and net loss was $480,965 versus $3,047,559. Gross profit improved to $427,816 after a prior-year gross loss, while operating loss narrowed to $412,788 from $2,642,207.

For the nine months, revenue reached $2,595,358 (from $1,954,152) and net loss was $2,332,713 (from $6,360,767). Cash was $82,770 at September 30, 2025, with net cash used in operations of $372,077. Total assets were $1,274,283 against total liabilities of $2,974,056, resulting in a stockholders’ equity deficit of $(1,699,773).

The company recorded a year-to-date inventory allowance of $916,573, eliminated its derivative liability balance to $0 from $49,565, and disclosed a working capital deficit of $1,664,699. Management noted substantial doubt about the ability to continue as a going concern. Common shares outstanding were 20,517,325 as of September 30, 2025, and 41,804,278 as of November 12, 2025.

Blue Star Foods Corp. (BSFC) discloses beneficial ownership stakes for its named executives and directors. John Keeler, CEO is shown holding 1,498,476 shares. Other named holders include Jeffrey Guzy with 1,448,176, Timothy McLellan with 965,684, Trond Ringstad with 965,689, and Nubar Herian with 484,508 shares. Collectively, the five current directors and executive officers hold 5,362,796 shares, representing 27.3% of the company.

The table-style disclosure identifies signatures for several officers and confirms these share counts as the reported beneficial ownership positions. The information is limited to ownership figures and signatories; it does not include transaction history, dates of acquisition, or total outstanding shares beyond the percentage shown.

Blue Star Foods Corp. has obtained written consent from a stockholder holding approximately 83.99% of its voting power to amend its Certificate of Incorporation to increase authorized common stock from 100,000,000 shares to 500,000,000 shares, while keeping 5,000,000 authorized preferred shares and the $0.0001 par value unchanged. This action was approved by the Board and adopted without a stockholder meeting, so no further vote is required.

The company states the additional authorized shares are intended to provide flexibility to finance operations and growth through equity offerings, pursue acquisitions or partnerships, issue equity incentives, and support potential debt conversions or other financings. The information statement highlights potential adverse effects of future issuances, including dilution of existing stockholders’ voting power, possible pressure on the trading price, and anti-takeover implications, though it notes the change is not in response to a specific takeover threat. Stockholders do not have appraisal or dissenters’ rights in connection with this increase.

Blue Star Foods (NASDAQ: BSFC) has submitted its Form 10-K covering the fiscal year ended December 31, 2024. The XBRL instance supplied with the filing references a full complement of equity classes—common stock, Series A 8% cumulative convertible preferred stock—and numerous debt and warrant instruments, including promissory notes with Agile Lending LLC, Lind Global Fund Two LP senior convertible notes, and several related-party demand notes.

Footnote tags indicate disclosures on customer concentration (five, two and sixteen–customer cohorts) and supplier/geographic concentration risks tied to Indonesia, Canada and China. The taxonomy also points to derivative warrant liabilities measured across Level 1-3 inputs, equipment and RAS (recirculating aquaculture system) assets, and a variety of subsequent-event promissory note amendments through May 2025.

Critically, the excerpt provided does not include the core financial statements, MD&A narrative, cash-flow data, risk factors or legal-proceeding sections normally found in a 10-K. As a result, investors cannot determine revenue, profitability, liquidity or capital-structure metrics from this snippet alone. Stakeholders should review the complete filing on EDGAR for audited results, management commentary and auditor opinions before drawing conclusions.

Blue Star Foods (NASDAQ:BSFC) filed a Form 25-NSE with the SEC on 29 June 2025, notifying the removal of its common stock from listing and registration on the Nasdaq Stock Market under Section 12(b) of the Exchange Act.

The notice, signed by Nasdaq Hearings Advisor Aravind Menon on 20 June 2025, states that the Exchange has complied with Rule 12d2-2(b) to strike the security and that the issuer has fulfilled the voluntary withdrawal requirements of Rule 12d2-2(c).

No financial statements, risk factors or operational updates are included. The filing does not disclose the reason for delisting or any alternative trading arrangements, but confirms that BSFC shares will cease to trade on Nasdaq once the Form 25 becomes effective.