Blue Star Foods stockholders approve reverse split and new $1.2M convertible note with Lind

Blue Star Foods Corp.

Stockholders approved reverse stock split (ratio 1:2 to 1:50, exact ratio set by board).
Approved issuance of more than 20% of common stock under existing Lind purchase agreement.
Entered non-binding term sheet with Lind for $1.2M secured convertible note and warrant for 6.25M shares.
Proceeds from note and warrant, plus $50k commitment fee, for general working capital.
Special meeting had 29,927,744 shares represented; all three proposals passed.

Key facts

Extracted from this filing and checked against the source text.

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Blue Star Foods Corp. shareholders approved Approve an amendment to the Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Common Stock, by a ratio of no less than 1-for-2 and no more than 1-for-50 at the 2023-05-10 meeting.

Proposal: reverse split
Outcome: passed
Meeting: 2023-05-10

Exact text from the filing

PROPOSAL NO.2 STOCK SPLIT PROPOSAL: Proposal No.2 was to approve an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Common Stock, by a ratio of no less than 1-for-2 and no more than 1-for-50, with the exact ratio to be determined by the Company’s Board of Directors in its sole discretion. The proposal was approved. For Against Abstain 26,061,693 3,862,362 3,690

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Blue Star Foods Corp. shareholders approved Approve the adjournment of the Meeting if there are insufficient votes to approve Proposal No. 2 at the 2023-05-10 meeting.

Outcome: passed
Meeting: 2023-05-10

Exact text from the filing

PROPOSAL NO. 3 THE ADJOURNMENT PROPOSAL: Proposal No.3 was to approve the adjournment of the Meeting if there are insufficient votes at the Meeting to approve Proposal No. 2. The proposal was approved. For Against Abstain 26,268,980 2,336,237 1,322,528

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Blue Star Foods Corp. shareholders approved Approve issuance of more than 20% of issued and outstanding Common Stock pursuant to the Purchase Agreement with Lind Global Fund II LP at the 2023-05-10 meeting.

Outcome: passed
Meeting: 2023-05-10

Exact text from the filing

PROPOSAL NO.1 THE NASDAQ 20% SHARE ISSUANCE PROPOSAL: Proposal No. 1 was to approve the issuance of more than 20% of our issued and outstanding Common Stock pursuant to the terms of the Purchase Agreement dated January 24, 2022, by and between the Company and Lind Global Fund II LP and the Senior Secured Convertible Promissory Note and Warrant issued pursuant to the Purchase Agreement, with such modifications, amendments, or changes (consistent with the intent and purpose of this proposal) so that such issuances are made in accordance with Nasdaq Listing Rule 5635 of the Nasdaq Capital Market. The proposal was approved. For Against Abstain 21,324,543 3,145,847 87,241

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Blue Star Foods Corp. filing history →

Source: SEC EDGAR

accession 0001493152-23-016507

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