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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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
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maximum aggregate value of transaction: |
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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 Blue Star Foods Corp., a Delaware corporation (the “Company”),
in connection with action taken by written consent of the holder of a majority of the outstanding voting power of the Company as of January
30, 2026 (the “Record Date”).
On
January 28, 2026, the Board of Directors approved and declared advisable an amendment to the Company’s Amended and Restated Certificate
of Incorporation to effect a reverse stock split of the Company’s issued and outstanding common stock at a ratio of not less than
one-for-one hundred (1:100) and not greater than one-for-ten thousand (1:10,000), with the exact ratio to be determined by the Board
of Directors in its sole discretion (the “Reverse Stock Split”).
On
January 28, 2026, the holder of approximately 51.17% of the outstanding voting power approved the Reverse Stock Split by written consent
pursuant to Section 228 of the Delaware General Corporation Law.
The
Reverse Stock Split will not become effective until at least twenty (20) calendar days after the mailing of this Definitive Information
Statement to 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 March 17, 2026 to stockholders of record as of the Record Date.
No
meeting of stockholders will be held. No proxies are being solicited. The corporate action described herein has already been approved
by the holder of a majority of the outstanding voting power of the Company.
PURPOSE
OF THE REVERSE STOCK SPLIT
The
Board of Directors believes that the Reverse Stock Split is advisable and in the best interests of the Company and its stockholders.
The
Board believes that approving a range of exchange ratios, rather than a fixed ratio, provides flexibility to implement the Reverse Stock
Split at a ratio within the approved range that the Board determines to be appropriate based on then-existing conditions.
The
Company believes that the Reverse Stock Split may make its Common Stock more attractive to a broader range of investors, as the current
market price of the Common Stock may discourage certain institutional investors, professional investors, and other members of the investing
public from purchasing the Common Stock. Brokerage commissions on low-priced stocks may represent a higher percentage of the stock price
than commissions on higher-priced securities. The Company believes that increasing the per-share price through a Reverse Stock Split
may enhance investor perception and potentially improve trading liquidity.
Reducing
the number of outstanding shares is intended, absent other factors, to increase the per share market price of the Common Stock. However,
there can be no assurance that the Reverse Stock Split will achieve the intended benefits described herein or that any increase in market
price will be sustained.
The
total market capitalization of the Company after the Reverse Stock Split may be lower than before the Reverse Stock Split.
FACTORS
TO BE CONSIDERED BY THE BOARD
In
determining whether to implement the Reverse Stock Split and in selecting a ratio within the approved range of 1-for-100 to 1-for-10,000,
the Board expects to consider, among other things:
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Historical
and current trading prices and trading volume |
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General
market and economic conditions |
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The
Company’s financial condition and business prospects |
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The
anticipated impact on trading liquidity |
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The
number of shares outstanding |
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The
potential increase in odd-lot holdings |
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The
Company’s capital structure and anticipated capital needs |
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Trading
prices of comparable companies |
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Any
other factors deemed relevant at the time |
The
Board reserves the right to abandon the Reverse Stock Split at any time prior to filing the Certificate of Amendment if it determines
that the Reverse Stock Split is no longer in the best interests of the Company and its stockholders.
FRACTIONAL
SHARES
No
fractional shares will be issued in connection with the Reverse Stock Split. Stockholders otherwise entitled to receive fractional shares
will receive a number of shares rounded up to the nearest whole share. No cash will be paid in lieu of fractional shares.
OPTIONS,
WARRANTS AND CONVERTIBLE SECURITIES
Upon
effectiveness of the Reverse Stock Split:
| ● | The
number of shares issuable upon exercise or conversion of outstanding options, warrants, and
convertible securities will be proportionately reduced based on the final ratio selected
by the Board. |
| ● | The
exercise or conversion price will be proportionately increased. |
| ● | Fractional
shares will be rounded up. |
ACCOUNTING
MATTERS
The
par value of the Common Stock will remain unchanged.
Stated
capital will be reduced proportionately based on the selected exchange ratio, and additional paid-in capital will be credited accordingly.
Net
income or loss per share and net book value per share will increase due to the reduced number of outstanding shares.
No
other material accounting consequences are anticipated.
OTHER
EFFECTS ON OUTSTANDING SHARES
The
rights and preferences of the Common Stock will not change as a result of the Reverse Stock Split.
The
Reverse Stock Split may result in some stockholders owning odd-lots. Brokerage commissions and transaction costs for odd-lots are generally
higher than for round-lot trades.
UNITED
STATES FEDERAL INCOME TAX CONSEQUENCES
The
following is a summary of certain material U.S. federal income tax consequences of the Reverse Stock Split to U.S. stockholders.
No
gain or loss should be recognized upon the exchange (or deemed exchange) of shares pursuant to the Reverse Stock Split.
The
aggregate tax basis and holding period of the shares received should equal the aggregate tax basis and holding period of the shares exchanged.
Stockholders
should consult their own tax advisors regarding their specific circumstances.
PROCEDURE
FOR EFFECTING THE REVERSE STOCK SPLIT
As
soon as practicable after the effective time, stockholders will be notified that the Reverse Stock Split has been effected.
Certificates
representing shares prior to the Reverse Stock Split will thereafter represent the adjusted number of shares resulting from the Reverse
Stock Split.
If
certificates are exchanged, VStock Transfer LLC is expected to act as exchange agent.
Stockholders
should not submit certificates until instructed to do so.
VOTE
REQUIRED
Approval
of the Reverse Stock Split required the affirmative vote of holders of a majority of the outstanding voting power of the Company.
The
Reverse Stock Split was approved on January 28, 2026 by the holder of approximately 51.17% of the outstanding voting power through written
consent pursuant to Section 228 of the Delaware General Corporation Law.
No
further stockholder approval is required.
NO
APPRAISAL RIGHTS
Stockholders
are not entitled to appraisal or dissenters’ rights under Delaware law.
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 | |
| 2,048,494 | (1) | |
| 51.2 | % |
| Jeffrey Guzy | |
| 1,448,181 | (2) | |
| 1.0 | |
| Nubar Herian | |
| 484,513 | (3) | |
| * | |
| Timothy McLellan | |
| 965,689 | (3) | |
| * | |
| Trond Ringstad | |
| 965,694 | (3) | |
| * | |
| All current directors and executive officers as a group (5 persons) | |
| 5,912,571 | | |
| 53.7 | % |
*
Less than 1%
| (1) |
1,550,000
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 18 shares underlying a stock option which are exercisable within
60 days. |
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| (2) |
Includes
18 shares underlying stock options exercisable within 60 days. |
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| (3) |
Includes
18 shares underlying stock options which are exercisable within 60 days. |
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: January 28, 2026
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 has determined that it is advisable and in the best interests of the Company and its stockholders to amend the
Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to effect a reverse
stock split of the Company’s issued and outstanding Common Stock at a ratio of not less than one-for-one hundred (1:100) and not
greater than one-for-ten thousand (1:10,000), with such reverse stock split to be effected at such time as determined by the Board in
its sole discretion;
NOW,
THEREFORE, BE IT RESOLVED, that:
| 1. | Approval
of Reverse Stock Split. |
The
Board hereby approves, adopts, and declares advisable an amendment to the Certificate of Incorporation to effect a reverse stock split
of the Company’s issued and outstanding Common Stock, par value $0.0001 per share, at a ratio of not less than one-for-one hundred
(1:100) and not greater than one-for-ten thousand (1:10,000) (the “Reverse Stock Split”).
The
Reverse Stock Split shall be effected, if at all, at such time as determined by the Board in its sole discretion. The Board reserves
the right to abandon the Reverse Stock Split at any time prior to the filing of the Certificate of Amendment if it determines that effecting
the Reverse Stock Split is no longer in the best interests of the Company and its stockholders.
No
fractional shares shall be issued in connection with the Reverse Stock Split. Any fractional shares resulting from the Reverse Stock
Split shall be rounded up to the nearest whole share.
| 4. | Submission
to Stockholders. |
The
appropriate officers of the Company are hereby authorized and directed to submit the proposed amendment to the stockholders of the Company
for approval in accordance with Section 242 of the Delaware General Corporation Law.
| 5. | Filing
of Certificate of Amendment. |
Upon
stockholder approval, the officers of the Company are authorized and directed to execute, acknowledge, and file a Certificate of Amendment
with the Secretary of State of the State of Delaware and to take any and all further actions as may be necessary, appropriate, or advisable
to carry out the intent and purposes of the foregoing resolutions, including compliance with the Securities Exchange Act of 1934 and
the rules promulgated thereunder.
FURTHER
RESOLVED, that this Consent may be executed in one or more counterparts, including by electronic signature, each of which shall be
deemed an original and all of which together shall 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 shall remain in full force and effect unless modified or rescinded.
IN
WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent as of the date first written above.
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| John
Keeler |
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| Nubar
Herian |
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| Jeffrey
J. Guzy |
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| Timothy
McLellan |
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| Trond
Ringstad |
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Exhibit
2
WRITTEN
CONSENT OF THE MAJORITY STOCKHOLDER
OF
BLUE STAR FOODS CORP.
(a
Delaware corporation)
The
undersigned, being the holder of more than fifty percent (50%) of the outstanding voting power of Blue Star Foods Corp., a Delaware corporation
(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, adopted, and declared advisable an amendment to the Amended and Restated Certificate
of Incorporation of the Corporation to effect a reverse stock split of the Corporation’s issued and outstanding Common Stock at
a ratio of not less than one-for-one hundred (1:100) and not greater than one-for-ten thousand (1:10,000);
NOW,
THEREFORE, BE IT RESOLVED, that:
| 1. |
Approval
of Reverse Stock Split. |
The
undersigned, being the holder of a majority of the outstanding voting power of the Corporation, hereby approves the amendment to the
Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Corporation’s issued and outstanding Common
Stock, par value $0.0001 per share, at a ratio of not less than one-for-one hundred (1:100) and not greater than one-for-ten thousand
(1:10,000).
The
Reverse Stock Split shall be effected at such time as determined by the Board of Directors in its sole discretion, and the Board may
abandon the Reverse Stock Split at any time prior to filing the Certificate of Amendment.
| 3. |
Authorization
of Officers. |
The
officers of the Corporation are hereby authorized and directed to prepare, execute, and file a Certificate of Amendment with the Secretary
of State of the State of Delaware and to take all such further actions as they may deem necessary or appropriate to carry out the intent
and purposes of the foregoing resolutions, including compliance with applicable federal securities laws.
IN
WITNESS WHEREOF, the undersigned has executed this Written Consent as of January 28, 2026.
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| Name: |
John Keeler |
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| Number of Shares Held: 2,048,489 |
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