424B3 1 form424b3.htm

 

Prospectus Supplement No. 1 Filed Pursuant to Rule 424(b)(3)
Dated December 26, 2019 Registration No. 333-229232
(to Prospectus dated July 1, 2019)  

 

BLUE STAR FOODS CORP.

7,133,544 Shares

Common Stock

 

This Prospectus Supplement No. 1 (the “Supplement”) supplements information contained in the prospectus dated July 1, 2019 (the “Prospectus”), relating to the resale by selling stockholders of Blue Star Foods Corp., a Delaware corporation, of up to 7,133,544 shares of our common stock, par value $0.0001 per share.

 

Of the shares being offered, (i) 6,073,794 shares are presently issued and outstanding (ii) 353,250 shares are issuable upon exercise of common stock purchase warrants, and (iii) 353,250 shares are issuable upon the conversion of 8% Series A convertible preferred stock. The shares offered by the Prospectus may be sold by the selling stockholders from time to time in the open market, through privately negotiated transactions or a combination of these methods, at market prices prevailing at the time of sale or at negotiated prices.

 

This Supplement modifies, supersedes and supplements information contained in the Prospectus with respect to certain selling stockholders. This Supplement is incorporated by reference into, and should be read in conjunction with, the Prospectus. This Supplement is not complete without and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements thereto. Any information that is modified or superseded in the Prospectus shall not be deemed to constitute a part of the Prospectus, except as modified or superseded by this Supplement.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Supplement is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this Prospectus Supplement is December 26, 2019

 

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SELLING STOCKHOLDERS

 

The number of shares of common stock included in the Prospectus for Newbridge Securities Corporation (“Newbridge”) was transposed and inadvertently listed as 74,025. Accordingly, the Selling Stockholders table is being amended with respect to the shares included in the Prospectus for Newbridge as follows:

 

Name of Selling Stockholders  Beneficial Ownership Before the Offering   Shares of Common Stock Included
in
Prospectus
   Beneficial
Ownership
After the Offering
   Percentage
of
Ownership
After the Offering
 
                     
Newbridge Securities Corporation (9)   47,025    47,025    0    0 

 

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