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Item
1.01
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Entry
into a Material Definitive Agreement.
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On
November 2, 2021, Blue Star Foods Corp., a Delaware corporation (the “Company”), entered into an underwriting agreement (the
“Underwriting Agreement”) with Newbridge Securities Corporation (“Newbridge”), as representative of the underwriters
listed therein (the “Underwriters”), pursuant to which the Company agreed to sell to the Underwriters in a firm commitment
underwritten public offering (the “Offering”) an aggregate of 800,000 shares of the Company’s common stock, par value
$0.0001 per share (the “Common Stock”), at a public offering price of $5.00 per share. In addition, the Underwriters were
granted an over-allotment option (the “Over-allotment Option”) for a period of 45 days to purchase up to an additional 120,000
shares of Common Stock. The Offering closed on November 5, 2021. The Common Stock began trading on the Nasdaq Capital Market under the
symbol “BSFC” on November 3, 2021.
The
Company conducted the Offering pursuant to a Registration Statement on Form S-1 (File No. 333-259197), as amended, which was declared
effective by the Securities and Exchange Commission on November 2, 2021 (the “Registration Statement”).
The
net proceeds to the Company from the Offering, after deducting the underwriting discount, the underwriters’ fees and expenses and
the Company’s estimated Offering expenses, were approximately $3,545,000. The Company anticipates using the net proceeds from the
Offering for general corporate purposes, including working capital, operating expenses, and capital expenditures. The Company may also
use a portion of the net proceeds to acquire or make investments in businesses, products, and offerings, although the Company does not
have agreements or commitments for any material acquisitions or investments at this time.
The
Underwriting Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the
Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties
and termination provisions. In addition, pursuant to the terms of the Underwriting Agreement and related “lock-up” agreements,
each director, executive officer, and beneficial owners of over 10% of the Company’s common stock (for a period of 180 days after
the date of the final prospectus relating to the Offering), have agreed, subject to customary exceptions, not to sell, transfer or otherwise
dispose of securities of the Company, without the prior written consent of Newbridge.
The
foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of
the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Pursuant
to the Underwriting Agreement, the Company has agreed to issue
a warrant to Newbridge (the “Underwriter Warrant”). Pursuant to the Underwriter Warrant, the Company will provide
Newbridge a warrant to purchase 56,000 shares of Common Stock in the aggregate. Such warrant will be exercisable, in whole or
in part, commencing on a date which is one hundred eighty (180) days from the commencement of sales of the Common Stock sold in the Offering,
and expiring on the three year anniversary of the effective date of the Registration Statement. The exercise price of the Underwriter
Warrant is $5.00 per share.
The foregoing summary of the Underwriter Warrant is qualified in its entirety
by reference to the full text of the form of the Underwriter Warrant, a copy of which is attached as Exhibit 4.1 to this Current Report
on Form 8-K and is incorporated herein by reference.