UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c)
of
the Securities Exchange Act of 1934
Check
the appropriate box:
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Preliminary
Information Statement |
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Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
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Definitive
Information Statement |
BLUE
STAR FOODS CORP.
(Name
of Registrant as Specified in Its Charter)
Payment
of Filing Fee (Check all boxes that apply):
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No
fee required. |
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11. |
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of each class of securities to which transaction applies: |
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Aggregate
number of securities to which transaction applies: |
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): |
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Proposed
maximum aggregate value of transaction: |
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. |
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Previously Paid: |
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Form,
Schedule or Registration Statement No: |
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BLUE
STAR FOODS CORP.
3000
NW 109th Avenue
Miami,
Florida 33032
NOTICE
OF ACTION BY WRITTEN CONSENT OF STOCKHOLDER HOLDING
A
MAJORITY OF THE VOTING POWER
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
To
the Holders of Common Stock of Blue Star Foods Corp.:
This
Information Statement is being furnished to the stockholders of the Company in connection with action taken by written consent (the “Written
Consent”) of the holder(s) of a majority of the voting power of the Company’s outstanding capital stock as of the Record
Date (the “Majority Stockholder”). The Written Consent approved an amendment to the Company’s Certificate of Incorporation
(the “Amendment”) to increase the number of authorized shares of common stock from 100,000,000 shares to 500,000,000
shares (the “Authorized Share Increase”).
The
Written Consent constitutes the only stockholder approval required under applicable law and our governing documents. Under Rule 14c-2
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Authorized Share Increase will not be effective
until at least 20 calendar days after the definitive Information Statement is first mailed to stockholders of record. We anticipate
filing the Amendment with the Delaware Secretary of State as soon as practicable following the expiration of the 20-day period.
We
are not soliciting proxies in connection with the actions approved by the Written Consent, and proxies are not requested from stockholders.
| By
Order of the Board of Directors, |
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| /s/
John Keeler |
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| John
Keeler |
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| Executive
Chairman and Chief Executive Officer |
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BLUE
STAR FOODS CORP.
3000
NW 109th Avenue
Miami,
Florida 33032
INFORMATION
STATEMENT
INFORMATION
STATEMENT PURSUANT TO SECTION 14(c) OF THE
SECURITIES
EXCHANGE ACT OF 1934
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY.
This
Information Statement is being mailed on or about October 9, 2025 to the stockholders of record of Blue Star Foods Corp., a Delaware
corporation (the “Company”), as of September 23, 2025. The purpose of this Information Statement is to notify stockholders
that the Board of Directors of the Company (the “Board”) has approved the following corporate action (the “Authorized
Share Increase”):
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An
amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000
to 500,000,000 shares. |
The
written consent of the Board was obtained on September 19, 2025. Under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), the Company is required to furnish this Information Statement to all stockholders who were entitled to vote or give written
consent on the corporate action but who have not consented in writing.
Pursuant
to Rule 14c-2 promulgated under the Exchange Act, the Authorized Share Increase will not be effective until at least 20 calendar days
after this definitive Information Statement is first mailed to stockholders and until the Certificate of Amendment is filed with the
Secretary of State of Delaware
DESCRIPTION
OF THE AUTHORIZED SHARE INCREASE
Summary
of the Amendment
The
Amendment increases the number of authorized shares of the Company’s common stock from 100,000,000 to 500,000,000
shares. The par value of the common stock will remain $0.0001 per share. The number of authorized shares of preferred stock will remain
5,000,000 shares, par value $0.0001 per share.
A
form of the Amendment is attached to this Information Statement as Appendix A.
Purpose
of the Authorized Share Increase
We
believe that the increase in authorized common stock is advisable and in the best interests of the Company and its stockholders. The
additional authorized shares will provide us with greater flexibility to:
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finance
our operations and growth through equity offerings; |
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engage
in strategic transactions, including acquisitions, joint ventures, or partnerships; |
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issue
equity-based awards to employees, officers, directors, and consultants under existing or future compensation plans; and |
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effect
potential debt conversions or other financing arrangements. |
Having
additional authorized shares available for issuance will allow us to act on financing and strategic opportunities without the delay and
expense associated with seeking stockholder approval at the time of a specific issuance, subject to applicable law and Nasdaq (or other
exchange) listing rules.
Potential
Adverse Effects of the Authorized Share Increase
The
authorization of additional shares of common stock does not by itself change the rights of existing stockholders. However, any
future issuance of additional shares could have the following effects:
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Dilution
of the voting power and ownership percentage of existing stockholders; |
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Adverse
market effects on the trading price of our common stock; |
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Possible
anti-takeover implications, as increasing authorized shares could, under certain circumstances, be used to make a change in control
more difficult by issuing shares to persons aligned with management. The Board has not proposed the Authorized Share Increase in
response to any specific takeover threat and is not aware of any such pending efforts. |
No
Appraisal Rights
Stockholders
are not entitled to appraisal or dissenters’ rights under Delaware law or our governing documents with respect to the Authorized
Share Increase.
VOTE
REQUIRED; ACTION BY WRITTEN CONSENT
Under
Delaware law and our Certificate of Incorporation and Bylaws, the approval of the holders of a majority of the outstanding voting power
is sufficient to adopt the Amendment. The Majority Stockholder(s), holding approximately 83.99% of the voting power as of the
Record Date, approved the Amendment by Written Consent on September 19, 2025. Therefore, no meeting and no further action by other
stockholders is required.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information as of the Record Date regarding the beneficial ownership of our common stock by (i) each person
known to us to own beneficially more than 5% of our outstanding common stock, (ii) each of our directors and named executive officers,
and (iii) all current directors and executive officers as a group. Unless otherwise indicated, each person has sole voting and investment
power with respect to the shares beneficially
| Name and Address of Beneficial Owner | |
Number of
Shares
Beneficially
Owned | | |
Percentage of Beneficial Ownership | |
| John Keeler | |
| 1,498,489 | (1) | |
| 7.6 | % |
| Jeffrey Guzy | |
| 1,448,176 | (2) | |
| 7.4 | |
| Nubar Herian | |
| 484,508 | (3) | |
| 2.5 | |
| Timothy McLellan | |
| 965,684 | (3) | |
| 4.9 | |
| Trond Ringstad | |
| 965,689 | (3) | |
| 4.9 | |
| All current directors and executive officers as a group (5 persons) | |
| 5,362,796 | | |
| 27.3 | % |
*
Less than 1%
| (1) |
1,000,000
preferred shares are outstanding with 100 votes per share; 498,476 of such common shares are held with Mr. Keeler’s wife as
tenants in the entirety and are subject to the terms of a lock-up agreement pursuant to which Mr. Keeler may not sell more than one-third
of the common stock held by him in any two-month period. Includes 13 shares underlying a stock option which are exercisable within
60 days. |
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| (2) |
Includes
13 shares underlying stock options exercisable within 60 days. |
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| (3) |
Includes
13 shares underlying stock options which are exercisable within 60 days. |
INTERESTS
OF DIRECTORS AND OFFICERS
Except
as set forth in this Information Statement, no director or executive officer has any substantial interest, direct or indirect, by security
holdings or otherwise, in the Authorized Share Increase that is not shared by all other stockholders.
FORWARD-LOOKING
STATEMENTS
This
Information Statement contains forward-looking statements, including statements regarding the timing and potential uses of additional
authorized shares. These statements are based on current expectations and involve risks and uncertainties. Actual results may differ
materially. Factors that could cause actual results to differ include, among others, market conditions, our capital needs, regulatory
approvals, and risks described in our filings with the SEC.
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual, quarterly, and current reports, proxy statements, and other information with the SEC. You may obtain these documents free
of charge at the SEC’s website at www.sec.gov and on our investor relations website at ir.bluestarfoods.com.
Copies of this Information Statement and our filings will be made available upon written request to Blue Star Foods Corp., 3000 NW
109th Ave., Miami, FL 33032.
Exhibit 1
UNANIMOUS
WRITTEN CONSENT OF THE BOARD OF DIRECTORS
OF
BLUE STAR FOODS CORP.
Adopted
on: September 19, 2025.
We,
the undersigned, being all of the members of the Board of Directors (the “Board of Directors”) of Blue Star Foods Corp.,
a Delaware corporation (the “Company”), do hereby consent that when all of the undersigned have executed this unanimous written
consent (this “Consent”) or a counterpart thereof, such counterparts when taken together shall constitute one instrument,
and the resolutions set forth below shall be deemed to have been adopted to the same extent and to have the same force and effect as
if adopted by the Board of Directors at a meeting duly called and held for purposes of acting upon proposals to adopt such resolutions.
WHEREAS,
the Board of Directors of Blue Star Foods Corp. (the “Corporation”) deems it advisable and in the best interests of the Corporation
to amend the Amended and Restated Certificate of Incorporation (the “Certificate”) to increase the number of authorized shares
of Common Stock of the Corporation;
NOW,
THEREFORE, BE IT RESOLVED, that:
1.
The Board hereby approves and declares advisable the amendment to the Certificate to increase the authorized shares of Common Stock of
the Corporation from 100,000,000 shares to 500,000,000 shares, par value $0.0001 per share.
2.
The officers of the Corporation are authorized and directed to submit the proposed amendment to the stockholders of the Corporation for
their approval in accordance with Section 242 of the Delaware General Corporation Law.
3.
The officers of the Corporation are authorized and directed, upon stockholder approval, to execute, verify, and file a Certificate of
Amendment with the Secretary of State of the State of Delaware and to take such further actions as may be necessary or advisable to carry
out the foregoing resolutions.
FURTHER
RESOLVED, that this consent may be executed in one or more counterparts, and via electronic or other signatures, all of which shall
together constitute one and the same instrument
RESOLVED,
that the Board hereby confirms that these resolutions have been duly adopted in accordance with the Company’s bylaws and the laws
of the State of Delaware, and that the same remain in full force and effect.
[signature
page to follow].
IN
WITNESS WHEREOF, we have hereunto set our hands as the members of the Board of Directors of the Company.
Dated:
September 19, 2025
| /s/
John Keeler |
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| John
Keeler |
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| /s/
Nubar Herian |
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| Nubar
Herian |
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| /s/
Jeffrey J. Guzy |
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| Jeffrey
J. Guzy |
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| /s/
Timothy McLellan |
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| Timothy
McLellan |
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| /s/
Trond Ringstad |
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| Trond
Ringstad |
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Exhibit
2
CERTIFICATE
OF AMENDMENT
to
the Amended and Restated Certificate of Incorporation of Blue Star Foods Corp.
Pursuant
to Section 242 of the Delaware General Corporation Law, Blue Star Foods Corp., a corporation organized and existing under the laws of
the State of Delaware (the “Corporation”), hereby certifies as follows:
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1. |
The
name of the corporation is Blue Star Foods Corp. |
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2. |
The
Corporation’s Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware
on September 19, 2025. |
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3. |
The
Board of Directors of the Corporation duly adopted resolutions proposing and declaring advisable the following amendment to the Certificate
of Incorporation, and the stockholders of the Corporation duly approved such amendment in accordance with Section 242 of the Delaware
General Corporation Law. |
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4. |
Article
FOURTH, Section 4(a) of the Certificate of Incorporation is hereby amended and restated in its entirety to read as follows: |
“The
total number of shares of all classes of stock which the Corporation shall have authority to issue is 505,000,000, consisting of:
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(i) |
500,000,000
shares of Common Stock, par value $0.0001 per share; and |
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(ii) |
5,000,000
shares of Preferred Stock, par value $0.0001 per share.” |
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5. |
This
Certificate of Amendment shall become effective upon filing with the Secretary of State of the State of Delaware. |
IN
WITNESS WHEREOF, the undersigned has caused this Certificate of Amendment to be signed by a duly authorized officer of the Corporation
this 24th day of September, 2025.
| By: | /s/
John Keeler |
|
| Name: | John
Keeler |
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| Title: | CEO |
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Exhibit
3
WRITTEN
CONSENT OF THE MAJORITY STOCKHOLDER OF
BLUE
STAR FOODS CORP.
(a
Delaware Corporation)
The
undersigned, being the holder of more than fifty-one percent (51%) of the outstanding voting shares of Blue Star Foods Corp. (the “Corporation”),
acting pursuant to Section 228 of the Delaware General Corporation Law and the Amended and Restated Certificate of Incorporation and
Bylaws of the Corporation, hereby adopts the following resolutions by written consent in lieu of a meeting:
RESOLUTIONS
WHEREAS,
the Board of Directors of the Corporation has approved and declared advisable an amendment to the Amended and Restated Certificate of
Incorporation to increase the authorized number of shares of Common Stock;
NOW,
THEREFORE, BE IT RESOLVED, that the undersigned, being the holder of a majority of the outstanding voting shares of the Corporation,
hereby approves the amendment to the Amended and Restated Certificate of Incorporation of the Corporation to increase the number of authorized
shares of Common Stock from 100,000,000 shares to 500,000,000 shares, par value $0.0001 per share;
FURTHER
RESOLVED, that the officers of the Corporation are hereby authorized and directed to prepare, execute, and file with the Secretary
of State of the State of Delaware a Certificate of Amendment reflecting such change, and to take all such further actions as they deem
necessary or appropriate to carry out the intent of the foregoing resolutions.
IN
WITNESS WHEREOF, the undersigned has executed this Written Consent as of the 22nd day of September, 2025.
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/s/
John Keeler |
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| Name: |
John
Keeler |
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Number
of Shares Held: 1,498,476 |
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