UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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
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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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On November 13, 2025, Blue Star Foods Corp. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State.
Description of the Amendment
As approved by the Board of Directors and the requisite stockholders, 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.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Blue Star Foods Corp., dated November 13, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
| Date: November 21, 2025 | Blue Star Foods Corp. | |
| By: | ||
| John Keeler | ||
| Chief Executive Officer | ||