BSFC amends charter, authorizing 500M common and 5M preferred

Rhea-AI Filing Summary

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.

Insights

Equity Capital Structure Analyst

BSFC expands authorized share capacity to 505M, enabling future issuances.

Blue Star Foods Corp. has amended its certificate of incorporation to authorize up to 500,000,000 shares of common stock and 5,000,000 shares of preferred stock, each with a par value of $0.0001. This change was approved by the board and requisite stockholders and became effective upon filing with Delaware authorities on November 13, 2025.

Increasing authorized shares adjusts the company’s equity capital structure and allows, but does not require, future issuances of common or preferred shares. The filing does not itself issue new stock or detail specific financing, merger, or compensation plans tied to these shares.

Future company disclosures will be needed to see whether and how BSFC uses this expanded authorization, for example through equity raises, strategic transactions, or preferred instruments, and what terms would apply to any such issuances.

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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 November 21, 2025

BLUE STAR FOODS CORP.

(Exact name of registrant as specified in charter)

Delaware		001-40991		82-4270040
State of Incorporation		Commission File No.		IRS Employer Identification No.

3000 NW 109th Avenue Miami, Florida		33172
Principal Executive Offices:		(Zip Code)

Registrant’s telephone number: (305) 836-6858

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant 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 Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value		BSFC		OTCQB

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On November 13, 2025, Blue Star Foods Corp. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State.

Description of the Amendment

As approved by the Board of Directors and the requisite stockholders, the amendment revises Article FOURTH, Section 4(a) to increase the authorized capital stock as follows:

- 500,000,000 shares of Common Stock, par value $0.0001 per share

- 5,000,000 shares of Preferred Stock, par value $0.0001 per share

Total authorized shares following the amendment: 505,000,000.

The Certificate of Amendment became effective upon filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

3.1	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Blue Star Foods Corp., dated November 13, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Date: November 21, 2025	Blue Star Foods Corp.
	By:
		John Keeler
		Chief Executive Officer

FAQ

What corporate change did Blue Star Foods Corp. (BSFC) announce in this 8-K?

Blue Star Foods Corp. reported that it filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, revising its authorized capital structure as approved by the board and requisite stockholders.

How many shares is Blue Star Foods now authorized to issue?

The amendment authorizes a total of 505,000,000 shares, consisting of 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.

Does this Blue Star Foods amendment mean new BSFC shares were issued immediately?

No. The amendment increases the number of shares the company is authorized to issue in its charter, but it does not by itself issue any new common or preferred shares.

When did the Blue Star Foods Certificate of Amendment become effective?

The Certificate of Amendment became effective upon filing with the Delaware Secretary of State on November 13, 2025, as stated in the report.

Who signed the Blue Star Foods (BSFC) 8-K related to the charter amendment?

The report was signed on behalf of Blue Star Foods Corp. by John Keeler, who is identified as the company’s Chief Executive Officer.

What exhibit is included with this Blue Star Foods 8-K filing?

The 8-K includes as an exhibit the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Blue Star Foods Corp., dated November 13, 2025, along with the cover page interactive data file.