Blue Star Foods Corp. — fact timeline

Blue Star Foods Corp.: Increased authorized capital stock from prior amounts to 500,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock, total 505,000,000 shares (effective 2025-11-13).

“the amendment revises Article FOURTH, Section 4(a) to increase the authorized capital stock as follows: - 500,000,000 shares of Common Stock, par value $0.0001 per share - 5,000,000 shares of Preferred Stock, par value $0.0001 per share Total authorized shares following the amendment: 505,000,000. The Certificate of Amendment became effective upon filing.”

Blue Star Foods Corp. engaged GreenGrowth CPAs as its auditor.

“On September 19, 2025, the Audit Committee approved the engagement of GreenGrowth CPAs (“GreenGrowth”) as the Company’s new independent registered public accounting firm, effective immediately, to audit the Company’s financial statements for the fiscal year ending December 31, 2025 and related interim periods.”

Blue Star Foods Corp. dismissed MaloneBailey, LLP as its auditor.

“On September 16, 2025, the Audit Committee (the “Audit Committee”) of the Board of Directors of Blue Star Foods Corp. (the “Company”) chose not to continue with the engagement of MalonBailey, LLP (“MalonBailey”), which is currently serving as the Company’s independent registered public accounting firm. The Company notified MaloneBailey on September 19, 2025, that it would be dismissed as the Company’s independent registered public accounting firm, effective immediately.”

Blue Star Foods Corp. entered into At The Market Offering Agreement with H.C. Wainwright & Co., LLC valued at up to $2,199,769 (effective 2024-05-03).

“On May 3, 2024, Blue Star Foods, Corp. a Delaware corporation (the “Company”) entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, as sales agent (“Wainwright”), pursuant to which the Company may offer and sell, from time to time through Wainwright, shares of the Company’s common stock, par value $0.0001 per share, for aggregate gross proceeds of up to $2,199,769 (the “Shares”).”

Blue Star Foods Corp. shareholders approved Approval of adjournment of the Special Meeting if there are insufficient votes to approve Proposal No. 1 at the 2024-04-30 meeting.

“For Against Abstain 15,580,850 2,147,852 84,123”

Blue Star Foods Corp. shareholders approved Approval of amendment to 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 Board of Directors at the 2024-04-30 meeting.

“For Against Abstain 14,983,099 2,734,145 95,582”

Blue Star Foods Corp. incurred convertible notes of $138,000 with 1800 Diagonal Lending LLC at one-time interest payment of $26,220 maturing January 15, 2025.

“On April 16, 2024 the Company issued to 1800 Diagonal Lending LLC, a Virginia limited liability company, a convertible promissory note in the principal amount of $138,000 which had an original issue discount of $23,000 (the “Diagonal Note”).”

Blue Star Foods Corp. incurred loan of $300,000 with Hart Associates, LLC at one-time interest payment of $50,000 maturing May 15, 2024.

“On April 16, 2024 Blue Star Foods Corp. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with Hart Associates, LLC, a Delaware limited liability company (the “Hart”), pursuant to which the Company issued to Hart a promissory note in the principal amount of $300,000 (the “Hart Note”).”

Blue Star Foods Corp. entered into Agreement with Afritex Ventures, Inc. and Eagle Rising Food Solutions LLC (effective 2024-03-21).

“On April 4, 2024 Blue Star Foods Corp. (the “Company”) entered into a contract manufacturing agreement (the “Agreement”) with Afritex Ventures, Inc., a Texas corporation (the “Supplier), and Eagle Rising Food Solutions LLC, a Florida corporation (the “Buyer”), which was effective March 21, 2024 (the “Effective Date”).”

Blue Star Foods Corp. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).

“March 26, 2024, the Company received a letter from the Staff indicating that as of March 25, 2024, the Company has not regained compliance with the Minimum Bid Price Requirement for continued listing on Nasdaq. In order to be eligible for a second 180 day period, the Company must meet the initial listing requirements for Nasdaq. Nasdaq stated the Company is not in compliance with the $5,000,000 minimum stockholders’ equity initial listing requirement and, as such, is not eligible for a second 180 day period to regain compliance. The Company intends to appeal this determination and present its”

Blue Star Foods Corp. shareholders approved Ratification of Appointment of MaloneBailey, LLP as independent registered public accounting firm for fiscal year ending December 31, 2023. at the 2023-12-27 meeting.

“Proposal 4. – Ratification of Appointment of Auditors. Proposal 4 was to ratify the appointment of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The proposal was approved. For Against Abstain Broker Non-Votes 5,426,417 218,282 19,491 N/A”

Blue Star Foods Corp. shareholders approved Election of Directors at the 2023-12-27 meeting.

“Proposal 3. – Election of Directors The following individuals, each of whom was named as a nominee in the Company’s definitive proxy statement relating to the Annual Meeting, were elected by the Company’s stockholders by a majority of votes cast to serve a three-year term on the Company’s Board of Directors which will expire at the Company’s annual meeting of stockholders for fiscal year 2026. Information on the vote relating to each director standing for election is set forth below: Nominee For Withheld Broker Non-Votes John Keeler 2,180,046 103,301 3,380,842 Nubar Herian 2,205,803 77,544 3,380,842 Jeffrey Guzy 2,207,658 75,689 3,380,842 Timothy McLellan 2,206,695 76,652 3,380,842 Trond Ringstad 2,206,523 76,825 3,380,842 Silvia Alana 2,207,405 75,943 3,380,842”

Blue Star Foods Corp. shareholders approved Approve issuance of shares in a non-public offering where the maximum number of shares may exceed 20% of issued and outstanding capital stock (Nasdaq Rule 5635). at the 2023-12-27 meeting.

“Proposal 1. – Share Issuance Proposal No.1 was to approve the issuance a non-public offering where the maximum number of shares of Common Stock to be issued may exceed 20% of the Company’s issued and outstanding capital stock, as required by and in accordance with Nasdaq Marketplace Rule 5635. The proposal was approved. For Against Withheld 2,038,987 232,223 12,138”

Blue Star Foods Corp. received a nasdaq noncompliance notice notice regarding late filing (rules 5550(b)(1)).

“September 30, 2023 as filed with the Securities and Exchange Commission, the Company is no longer in compliance with the minimum stockholders’ equity requirement for continued inclusion on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Requirement”), which matter serves as a basis for delisting the Company’s securities from Nasdaq. As previously reported on a Current Report on Form 8-K filed on October 17, 2023, the Company is subject to a Mandatory Panel Monitor for a period of one year, or until October 16, 2024. As such, the Company is not eligible”

Blue Star Foods Corp. received a nasdaq noncompliance notice notice regarding minimum bid price (rules 5550(a)(2)).

“September 26, 2023, Blue Star Foods Corp. (the “Company”) received a notice letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based upon the closing bid price of the Company’s common stock, par value $0.0001 per share (“Common Stock”), for the last 30 consecutive business days, the Company is not currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requ”

Blue Star Foods Corp. entered into Purchase Agreement with certain investors (effective 2023-09-07).

“On September 7, 2023, Blue Star Foods Corp. (the "Company") priced a "best efforts" public offering for the sale by the Company of an aggregate of 690,000 shares of common stock, together with Series A-1 warrants to purchase up to 10,741,139 shares of common stock and Series A-2 warrants to purchase up to 10,741,139 shares of common stock (collectively, the "Common Warrants") and 10,051,130 pre-funded warrants (the "Pre-Funded Warrants").”

Juan Carlos Dalto resigned as member of the board of directors at Blue Star Foods Corp..

“On July 31, 2023, Juan Carlos Dalto tendered his resignation as a member of the board of directors of Blue Star Foods Corp. (the “Company”), effective immediately.”

Blue Star Foods Corp. incurred convertible notes of $300,000 with Lind Global Fund II LP at interest free maturing two-year.

“the Company issued to the Investor a secured, two-year, interest free convertible promissory note in the principal amount of $300,000 (the “Note”)”

Blue Star Foods Corp. amended First Amendment to Securities Purchase Agreement with Lind Global Fund II LP valued at $300,000 (effective 2023-07-27).

“On July 27, 2023, Blue Star Foods Corp., a Delaware corporation (the “Company”), entered into a First Amendment to Securities Purchase Agreement (the “Purchase Agreement Amendment”) with Lind Global Fund II LP, a Delaware limited partnership (the “Investor”), pursuant to which the Company amended the Securities Purchase Agreement, entered into by and between the Investor and the Company as of May 30, 2023 (the “Purchase Agreement”), in order to permit the issuance of further senior convertible promissory notes in the aggregate principal amount of up to $1,800,000 and common stock purchase warrants in such aggregate amount as the Company and Investor shall mutually agree pursuant to the Purchase Agreement. Pursuant to the Purchase Agreement Amendment, the Company issued to the Investor a secured, two-year, interest free convertible promissory note in the principal amount of $300,000 (the “Note”) and a common stock purchase warrant to acquire 175,234 shares of common stock of the Company”

Blue Star Foods Corp. terminated Loan Agreement with Lighthouse Financial Corp. valued at $5,000,000 revolving line of credit (effective 2023-06-16).

“On June 16, 2023, the Company terminated the loan and security agreement, dated March 31, 2021 (the “Loan Agreement”), between Lighthouse Financial Corp., a North Carolina corporation (“Lighthouse”) and the Company’s wholly-owned subsidiary, John Keeler & Co., Inc., d/b/a Blue Star Foods, a Florida corporation (“Keeler & Co.”) and its wholly-owned subsidiary, Coastal Pride Seafood, LLC, a Florida limited liability company (“Coastal Pride”) and paid a total of approximately $108,471 to Lighthouse which included, as of June 16, 2023, an outstanding principal balance of approximately $93,490, accrued interest of approximately $9,988, and other fees incurred in connection with the line of credit of approximately $4,991.”

Blue Star Foods Corp. entered into a equity purchase with Taste of BC Aquafarms Inc. and Steve Atkinson and Janet Atkinson (effective 2023-07-06).

“On July 6, 2023, Blue Star Foods Corp., a Delaware corporation (the “Company”), Taste of BC Aquafarms Inc., a corporation formed under the Province of British Columbia, Canada (“TOBC”) and Steve Atkinson and Janet Atkinson (each a “Seller” and collectively, the “Sellers”), entered into an agreement to waive a requirement in the First Amendment to Stock Purchase Agreement”

Blue Star Foods Corp.: Certificate of Amendment filed to effect a 1-for-20 reverse stock split (effective 2023-06-21).

“On June 9, 2023, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as previously amended (“Certificate of Incorporation”), with the Secretary of State of the State of Delaware, to effect a reverse stock split of the Company’s common stock, $0.0001 par value per share (“Common Stock”), at a rate of 1-for-20 (the “Reverse Stock Split”), effective as of June 21, 2023.”

Blue Star Foods Corp. incurred convertible notes of $1,200,000 with Lind Global Fund II LP at interest free maturing two-year.

“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.”

Blue Star Foods Corp. received a nasdaq deficiency notice notice regarding stockholders equity (rules 5550(b)(1)).

“May 23, 2023, Blue Star Foods Corp. (the “Company”) received a written notification (the “Notice”) from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that based on the Company’s stockholders’ equity of $479,238 as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 as filed with the Securities and Exchange Commission, the Company is no longer in compliance with the minimum stockholders’ equity requirement for continued inclusion on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1) (the “Sto”

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).

“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”).”

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).

“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.”

Blue Star Foods Corp. reported the three months ended March 31, 2023 results: revenue $1.9 million, net income $2.0 million.

“announced unaudited financial and operational results for the three months ended March 31, 2023. Key Financial Highlights for the Three Months Ended March 31, 2023 ● Revenue of $1.9 million ● RAS revenues increased to $0.6 million ● Gross profit of $0.3 million ● Operating loss of $0.9 million ● Net loss of $2.0 million (included $1.1 million of non-cash loss on”

Blue Star Foods Corp. received a nasdaq delisting notice notice regarding minimum bid price (rules 5550(a)(2)).

“May 17, 2023, Blue Star Foods Corp. (the “Company”) received a letter from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company has not regained compliance with the minimum bid price requirement in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”) for continued listing on The Nasdaq Capital Market and is not eligible for a second 180 day period to regain compliance with the Minimum Bid Price Requirement. Accordingly, unless the Company timely requests an appeal of this determination before the Nasdaq Hearings Pa”

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.

“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”

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 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”

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.

“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”

Blue Star Foods Corp. entered into Warrant Agent Agreement with Vstock Transfer, LLC valued at Pre-funded warrants issued in registered form (effective 2023-02-10).

“The Pre-funded Warrants were issued in registered form under a warrant agent agreement (the “ Warrant Agent Agreement ”) between the Company and Vstock Transfer, LLC as the warrant agent.”

Blue Star Foods Corp. entered into Underwriting Agreement with Aegis Capital Corp. valued at 8,200,000 shares common stock plus 800,000 pre-funded warrants, gross proceeds approx. $1.8 million (effective 2023-02-10).

“On February 10, 2023, Blue Star Foods Corp., a Delaware corporation (the “ Company ”), entered into an underwriting agreement (the “ Underwriting Agreement ”) with Aegis Capital Corp. (the “ Underwriter ”), pursuant to which the Company agreed to sell to the Underwriter, in a firm commitment public offering (the “ Offering ”), (i) 8,200,000 shares of the Company’s common stock, par value $0.0001 per share (the “ Firm Shares ”), for a public offering price of $0.20 per share and (ii) pre-funded warrants (the “ Pre-funded Warrants ”) to purchase 800,000 shares of the Company’s common stock (the “ Warrant Shares ”), for a public offering price of $0.199 per Pre-funded Warrant to those purchasers whose purchase of common stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding common stock immediately following the cons”

Blue Star Foods Corp. shareholders approved Advisory resolution on frequency of say-on-pay votes (three years preferred) at the 2022-12-12 meeting.

“Proposal 4. – Proposal 4 was to adopt an advisory resolution that three years as the preferred frequency for advisory votes on executive compensation be approved. The proposal was approved. For Against Abstain 16,382,111 1,547,959 257,562”

Blue Star Foods Corp. shareholders approved Advisory resolution to approve executive compensation at the 2022-12-12 meeting.

“Proposal 3. – Advisory Vote on Executive Compensation . Proposal 3 was to adopt an advisory resolution that the compensation paid to the Company’s named executive officers, as disclosed in the proxy materials for the Annual Meeting, be approved. The proposal was approved. For Against Abstain Broker Non-Votes 17,906,600 278,011 3,021 1,614,794”

Blue Star Foods Corp. shareholders approved Ratification of Appointment of MaloneBailey, LLP as independent registered public accounting firm for fiscal year ending December 31, 2022 at the 2022-12-12 meeting.

“Proposal 2. – Ratification of Appointment of Auditors . Proposal 2 was to ratify the appointment of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The proposal was approved. For Against Abstain Broker Non-Votes 19,720,699 81,184 543 0”

Blue Star Foods Corp. shareholders approved Election of Directors at the 2022-12-12 meeting.

“Proposal 1. – Election of Directors . The following individuals, each of whom was named as a nominee in the Company’s definitive proxy statement relating to the Annual Meeting, were elected by the Company’s stockholders by a majority of votes cast to serve a three-year term on the Company’s Board of Directors which will expire at the Company’s annual meeting of stockholders for fiscal year 2025. Information on the vote relating to each director standing for election is set forth below: Nominee For Withheld Broker Non-Votes John Keeler 16,872,584 1,315,048 1,614,794 Nubar Herian 16,849,375 1,338,257 1,614,794 Jeffrey Guzy 16,823,568 1,364,064 1,614,794 Timothy McLellan 17,918,171 269,461 1,614,794 Trond Ringstad 17,914,772 272,860 1,614,794 Silvia Alana 16,843,728 1,343,904 1,614,794 Juan Carlos Dalto 16,844,944 1,342,688 1,614,794”

Blue Star Foods Corp. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).

“November 17, 2022, Blue Star Foods Corp. (the “Company”) received a notice letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based upon the closing bid price of the Company’s common stock, par value $0.0001 per share (“Common Stock”), for the last 30 consecutive business days, the Company is not currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requi”

Blue Star Foods Corp. reported nine months ended September 30, 2022 results: revenue $10.7 million, net income Net loss of $6.2 million.

“Key Financial Highlights for the Nine Months Ended September 30, 2022 ■ Revenue increased 28% to $10.7 million ■ Soft-shell crab RAS revenue increased to $1.0 million ■ Net loss of $6.2 million (included $3.0 million of non-cash or one-time non-recurring expenses)”

Blue Star Foods Corp. reported three months ended September 30, 2022 results: revenue $2.4 million, net income Net loss of $3.7 million.

“Key Financial Highlights for the Three Months Ended September 30, 2022 ■ Revenue of $2.4 million ■ Soft-shell crab RAS revenue increased to $0.5 million ■ Net loss of $3.7 million (included $1.6 million of non-cash or one-time non-recurring expenses)”

Juan Carlos Dalto was appointed as Director at Blue Star Foods Corp..

“effective as of April 20, 2022, Silva Alana and Juan Carlos Dalto were appointed directors to fill the vacancies created by such increase.”

Silvia Alana was appointed as Director at Blue Star Foods Corp..

“effective as of April 20, 2022, Silva Alana and Juan Carlos Dalto were appointed directors to fill the vacancies created by such increase.”

Miozotis Ponce was appointed as Chief Operating Officer at Blue Star Foods Corp..

“appointed Miozotis Ponce as Chief Operating Officer of the Company.”