Form 424B5 - Prospectus [Rule 424(b)(5)]
July 12 2024 - 3:15PM
Edgar (US Regulatory)
Filed
pursuant to Rule 424(b)(5)
Registration
No. 333-268564
PROSPECTUS
SUPPLEMENT
(To
Prospectus Dated December 6, 2022)
BLUE
STAR FOODS CORP.
$5,377,860
This
prospectus supplement amends, supplements, and supersedes certain information contained in the prospectus supplement dated May 3, 2024,
and its accompanying prospectus dated December 6, 2022 (collectively, the “May Prospectus”), relating to the offer and sale
of our common stock, par value $0.0001 per share (the “Common Stock”) through H.C. Wainwright & Co., LLC (“Wainwright”),
as sales agent, in “at the market offerings” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended,
pursuant to the At the Market Offering Agreement with Wainwright dated as of May 3, 2024 (the “Sales Agreement”).
We
have not sold any securities pursuant to the Sales Agreement.
As
of July 12, 2024, the aggregate market value of our outstanding Common Stock held by non-affiliates, or public float calculated for purposes
of General Instruction I.B.6 of Form S-3, was approximately $16.1 million based on 2,381,758 shares of outstanding Common Stock as of
July 10, 2024, of which 48,630 shares were held by affiliates, and a price of $6.9150 per share, which was the price at which our Common
Stock was last sold on the Nasdaq Capital Market on May 16, 2024.
We
have not yet sold any securities pursuant to General Instruction I.B.6 of Form S-3 during the prior 12-calendar month period that ends
on and includes the date of this prospectus supplement.
We
are filing this prospectus supplement to amend the May Prospectus to update the amount of shares we are eligible to sell pursuant to
such prospectus. We are increasing the amount of shares of Common Stock we may offer and sell under the Sales Agreement to an aggregate
offering price of up to $5,377,860 from time to time through Wainwright. Pursuant to General Instruction I.B.6 of Form S-3, in no event
will we sell securities in a public primary offering with a value exceeding one-third of our public float in any 12-month calendar period
so long as our public float remains below $75.0 million.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined
if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
H.C.
Wainwright & Co.
The
date of this prospectus supplement is July 12, 2024
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