BSFC Blue Star Foods Corporation (PK)

On June 17, 2021, Blue Star Foods Corp., a Delaware corporation (the “Company”), entered into subscription agreements (“Subscription Agreements”) with certain purchasers (the “Initial Purchasers”), pursuant to which the Company sold the Initial Purchasers an aggregate of 475,000 shares (the “Initial Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a purchase price of $2.00 per Share (the “Purchase Price”), for gross proceeds to the Company of $950,000.

On June 23, 2021, the Company entered into Subscription Agreements with certain additional Purchasers (the “Additional Purchasers” and, together with the Initial Purchasers, the “Purchasers”), pursuant to which the Company sold the Additional Purchasers an aggregate of 212,750 shares (the “Additional Shares” and, together with the Initial Shares, the “Shares”) of Common Stock at the Purchase Price, for gross proceeds to the Company of $425,500.

All of the Purchasers were “accredited investors,” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).

The Company intends to utilize the net proceeds from the sales of the Shares for the acquisition of a land-based salmon farm, to purchase crabmeat, to repay certain of the Company’s debt, and for working capital and general corporate purposes.

In connection with the purchase of the Shares by the Purchasers, the Company issued each Purchaser warrants (“Warrants”) to purchase additional shares of the Company’s Common Stock (the “Warrant Shares”) equal to the number of Shares purchased by such Purchaser, at an exercise price of $2.00 per share. As a result, the Company issued Warrants to purchase an aggregate of 687,750 Warrant Shares to the Purchasers. The Warrants are exercisable for cash only, for a term of three years from the date of issuance. The number of Warrant Shares to be deliverable upon exercise of the Warrants is subject to adjustment for subdivision or consolidation of shares and other standard dilutive events.

Pursuant to the Subscription Agreements, the Company granted the Purchasers piggyback registration rights with respect to Shares and Warrant Shares (the “Registrable Securities”), requiring the Company to register the Registrable Securities in any registration statement filed by the Company within two years from the date of the purchase of the Shares, subject to certain limitations.

The foregoing descriptions of the Subscription Agreement and the Warrant are not complete and are qualified in their entirety by reference to the full text of the forms of the Subscription Agreement and the Warrant, copies of which are attached hereto as Exhibits 10.1 and 4.1, respectively, and incorporated herein by reference.