---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-23-019561"
form_type: "8-K"
ticker: "BSFC"
cik: "0001730773"
company_name: "Blue Star Foods Corp."
filed_at: "2023-05-31T23:59:59+00:00"
generated_at: "2026-06-14T10:38:01.554339+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Blue Star Foods issues $1.2M secured convertible note to Lind Global for $1M working capital

## Summary
- Issued $1.2M senior secured interest-free convertible note; funding amount $1M after $50k fee.
- Conversion price is lower of $0.12 or 90% of lowest 20-day VWAP; capped at 4.99% ownership.
- Warrant issued for 8,700,696 shares at $0.1227/share, 5-year term, cashless exercise, full ratchet anti-dilution.
- Proceeds for general working capital; negative covenants restrict distributions, borrowing, asset sales, loans.
- Company must file resale registration statement within 90 days of closing; failure triggers default.

## SEC filing metadata
- accession: 0001493152-23-019561
- form_type: 8-K
- ticker: BSFC
- cik: 0001730773
- company_name: Blue Star Foods Corp.
- filed_at: 2023-05-31T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1730773/000149315223019561/0001493152-23-019561-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1730773/000149315223019561/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-23-019561
- JSON: https://secwatch.observer/filing/0001493152-23-019561.json
- Plain text: https://secwatch.observer/filing/0001493152-23-019561.txt

## Key facts
- Debt Financings
  Blue Star Foods Corp. incurred convertible notes of $1,200,000 with Lind Global Fund II LP at interest free maturing two-year.
  - Instrument: convertible notes
  - Principal: $1,200,000
  - Counterparty: Lind Global Fund II LP
  - Rate: interest free
  - Maturity: two-year
  - Event: incurrence
  source text: On May 30, 2023, Blue Star Foods Corp., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Lind Global Fund II LP, a Delaware limited partnership (the “Investor”), pursuant to which the Company issued to the Investor a secured, two-year, interest free convertible promissory note in the principal amount of $1,200,000 (the “Note”) and a common stock purchase warrant (the “Warrant”) to acquire 8,700,696 shares of common stock of the Company, for the aggregate funding amount of $1,000,000.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1730773/000149315223019561/0001493152-23-019561-index.htm
- Material Agreements
  Blue Star Foods Corp. entered into Securities Purchase Agreement with Lind Global Fund II LP valued at Issued a $1,200,000 secured, two-year, interest free convertible promissory note and a warrant to ac (effective 2023-05-30).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: Lind Global Fund II LP
  - Value: Issued a $1,200,000 secured, two-year, interest free convertible promissory note and a warrant to ac
  - Effective: 2023-05-30
  source text: On May 30, 2023, Blue Star Foods Corp., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Lind Global Fund II LP, a Delaware limited partnership (the “Investor”), pursuant to which the Company issued to the Investor a secured, two-year, interest free convertible promissory note in the principal amount of $1,200,000 (the “Note”) and a common stock purchase warrant (the “Warrant”) to acquire 8,700,696 shares of common stock of the Company, for the aggregate funding amount of $1,000,000.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1730773/000149315223019561/0001493152-23-019561-index.htm
- Material Agreements
  Blue Star Foods Corp. amended Amended and Restated Security Agreement with Lind Global Fund II LP valued at Amended the 2022 Security Agreement to include the Note under the Amended and Restated Security Agre (effective 2023-05-30).
  - Action: amendment
  - Counterparty: Lind Global Fund II LP
  - Value: Amended the 2022 Security Agreement to include the Note under the Amended and Restated Security Agre
  - Effective: 2023-05-30
  source text: In connection with the issuance of the Note, the Company and the Investor amended the 2022 Security Agreement to include the Note, pursuant to the Amended and Restated Security Agreement dated as of May 30, 2023 by and between the Company and the Investor (the “Amended and Restated Security Agreement”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1730773/000149315223019561/0001493152-23-019561-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.