8-K
Blue Star Foods Corp. (BSFC)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON,D.C. 20549
FORM8-K
CURRENTREPORT
Pursuantto Section 13 or 15(d) of the
SecuritiesExchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 24, 2021
BLUESTAR FOODS CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 000-55903 | 82-4270040 |
|---|---|---|
| (State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
3000NW 109th Avenue
Miami,Florida 33172
(Address of principal executive offices)
(860)633-5565
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
| [ ] | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| [ ] | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement<br> 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 |
|---|---|---|
| None | N/A | N/A |
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 [X]
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 7.01 | Regulation FD Disclosure. |
|---|
On February 24, 2021, Blue Star Foods Corp., a Delaware corporation (the “Company”), issued a press release announcing that the Company had retained Hayden IR, LLC to provide investor relations and financial communication services to the Company. A copy of the press release is attached to this Current Report on Form 8-K (“Form 8-K”) as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 of this Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing of ours under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Form 8-K in such filing.
CautionaryNote Regarding Forward-Looking Statements
This filing includes “forward-looking statements.” All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to be correct. The forward-looking statements involve risks and uncertainties that affect the Company’s operations, financial performance, and other factors as discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”). Among the factors that could cause results to differ materially are those risks discussed in the periodic reports the Company files with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. You are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under the heading “Risk Factors.” The Company does not undertake any duty to update any forward-looking statement except as required by law.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Press Release, dated February 24, 2021 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BLUE STAR FOODS CORP. | ||
|---|---|---|
| Dated:<br> February 24, 2021 | By: | /s/ John Keeler |
| John<br> Keeler | ||
| Executive<br> Chairman and Chief Executive Officer |
Exhibit 99.1
BlueStar Foods Retains Hayden IR as Investor Relations Consultant
Miami, Florida, Feb. 24, 2021 (GLOBE NEWSWIRE) — Blue Star Foods Corp., a Delaware corporation (OTC:BSFC) (“Blue Star” or the “Company”), a sustainable seafood company, today announced that it has retained Hayden IR, LLC (“Hayden IR”) to provide investor relations and financial communication services to Blue Star. Hayden IR will assist Blue Star Foods with its overall investor relations strategy and undertake to broaden the awareness of the Company within the investor and financial community.
“We believe Blue Star has made considerable progress and has emerged as a leading source of sustainable seafood products, ideally positioned for ESG and sustainability-focused investors,” commented John Keeler, Chairman, Chief Executive Officer and Chief Sustainability Officer of Blue Star. “As we move forward with our plans for a listing on a national securities exchange, and work to close the previously announced proposed acquisition of Taste of BC Aquafarms, Inc., thereby entering the land-based Recirculating Aquaculture Systems (RAS) salmon farming business, we felt the time was optimal to retain professional investor relations consultants to help us more effectively communicate with the professional investment community.”
“It is estimated that one in four investment dollars is currently focused on ESG situations, and Blue Star Foods has built its business on sustainability, the environment and best practices,” commented Brett Maas, Managing Partner of Hayden IR. “We believe this is a timely and interesting story for the right investor, particularly as the company endeavors to accelerate growth through strategic acquisitions and moves forward with its attempt to list on a national securities exchange. We are excited to help Blue Star’s experienced team broaden its exposure with professional investors.”
AboutHayden IR, LLC
Hayden IR is an investor relations consulting firm, which leverages decades of cumulative experience to develop strategies to help clients effectively communicate with the investment community. Hayden IR works to help its clients to secure a reasonable valuation by attempting to broaden their audience, expand institutional ownership, and ensure clear, consistent communication with the public (http://www.haydenir.com).
AboutBlue Star Foods Corp.
Blue Star Foods Corp. is a sustainable seafood company that processes, packages, and sells refrigerated pasteurized Blue Crab meat, and other premium seafood products. The Company believes it utilizes best-in-class technology, in both resource sustainability management and traceability, and ecological packaging. Its products are currently sold in the United States, Mexico, Canada, the Caribbean, the United Kingdom, France, the Middle East, Singapore, and Hong Kong. The Company’s headquarters are in Miami, Florida (United States), and its corporate website is: http://www.bluestarfoods.com.
SafeHarbor
This press release contains statements, which may constitute “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief, or current expectations of Blue Star and members of its management team, as well as the assumptions on which such statements are based. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that may cause actual results to differ from those anticipated are discussed throughout the Company’s reports filed with Securities and Exchange Commission which are available at www.sec.gov as well as the Company’s web site at http://www.bluestarfoods.com. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.
Contacts
Constantino Gutierrez | Newbridge Securities Corporation
| Office: (480) 207-1824