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Blue Star Foods Announces 1-for-50 Reverse Stock Split

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Blue Star Foods Corp (NASDAQ: BSFC) announced a 1-for-50 reverse stock split of its Class A common stock, effective May 20, 2024. Each 50 shares of the common stock will be converted into one new share. The total number of authorized shares remains at 100,000,000. Adjustments will be made to equity awards, warrants, and convertible notes. Fractional shares will be rounded up. The reverse split aims to meet the $1.00 minimum bid price requirement for Nasdaq listing. The new CUSIP number for post-split shares will be 09606H309. Trading on a split-adjusted basis will begin on May 20, 2024.

Positive
  • 1-for-50 reverse stock split aims to meet Nasdaq's $1.00 minimum bid price requirement.
  • Total number of authorized shares remains unchanged at 100,000,000.
  • Adjustments will be made to equity awards, warrants, and convertible notes to maintain proportionality.
  • Fractional shares will be rounded up, ensuring no shareholder loses fractional ownership.
Negative
  • The company faces risk of not meeting the $1.00 minimum bid price requirement despite the reverse stock split.
  • Reverse stock splits can be perceived negatively by investors as a sign of financial instability.

Insights

The announcement of a 1-for-50 reverse stock split by Blue Star Foods is primarily intended to bring the company into compliance with Nasdaq's $1.00 minimum bid price requirement. This is often seen as a strategy to prevent delisting from major stock exchanges, which can be a significant concern for investors. A reverse stock split increases the per-share price by consolidating multiple shares into a smaller number of shares. For existing shareholders, this means that while the number of shares they own decreases, the value of their total investment remains the same, barring any market reaction.

One of the key things to watch here is whether this action will successfully keep Blue Star Foods compliant with Nasdaq's listing requirements. The reverse stock split does not change the company's market capitalization, but it can sometimes be perceived negatively by the market, indicating potential financial instability or a last-ditch effort to remain listed. Investors should frequently monitor the stock's performance post-split to gauge the market reaction and signify if the bid price requirement is met and sustained.

Another consideration is the company's ability to generate enough positive performance metrics such as revenue growth, profitability and operational improvements to justify a higher share price fundamentally. Without these, the reverse stock split might only provide a temporary solution to the compliance issue.

Reverse stock splits, like the one announced by Blue Star Foods, can sometimes signal management's confidence in the future of the company. However, the need to conduct a reverse split to meet bid price requirements can also indicate that the company's stock has been under significant pressure. This move could be seen as a defensive tactic to avoid delisting, which might raise red flags for some investors.

For Blue Star Foods, the challenge will be to demonstrate that this is more than just a cosmetic change. Investors might want to dig deeper into the company’s long-term strategic plans and operational performance, especially given the company's focus on ESG and sustainable seafood through Recirculatory Aquaculture Systems (RAS). This area has potential for growth given the increasing demand for sustainable food sources, but it remains highly competitive.

In the short-term, the reverse split may cause volatility in the stock's trading price as the market adjusts. It is important to monitor the trading volume and investor sentiment closely in the days following the split. Long-term investors should focus on the company's execution of its business strategy and any subsequent financial results that could validate the valuation post-reverse split.

Miami, FL, May 15, 2024 (GLOBE NEWSWIRE) -- Blue Star Foods Corp., (“Blue Star,” the “Company,” “we,” “our” or “us”) (NASDAQ: BSFC), an integrated Environmental, Social, and Governance (ESG) sustainable seafood company with a focus on Recirculatory Aquaculture Systems (RAS), today announced that it will effect a 1-for-50 reverse stock split ("Reverse Stock Split") of its authorized and issued and outstanding shares of Class A common stock, par value $0.0001 per share ("Common Stock"). The Reverse Stock Split will become effective at 12:01am, Eastern Time, on May 20, 2024. At such time, each 50 shares of issued and outstanding Common Stock will automatically be reclassified into one new share of Common Stock. The total number of shares of Common Stock authorized for issuance will remain at 100,000,000 shares. Proportional adjustments will be made to outstanding equity awards, warrants and convertible notes, and to the number of shares issued and issuable under the Company's stock incentive plans and certain existing agreements. No fractional shares will be issued in connection with the Reverse Stock Split. All fractional shares will be rounded up. The Reverse Stock Split will affect all common stockholders uniformly and will not alter any stockholder's percentage interest in the Company's equity.

Blue Star's Common Stock will continue to trade on The Nasdaq Capital Market ("Nasdaq") under the existing symbol "BSFC" and will begin trading on a split-adjusted basis when the market opens on May 20, 2024. The new CUSIP number for the Common Stock following the Reverse Stock Split will be 09606H309.

The Reverse Stock Split is primarily intended to bring the Company into compliance with the $1.00 minimum bid price requirement in order to maintain its listing on Nasdaq. There is no guarantee the Company will meet the minimum bid price requirement.

The Company's board of directors approved a reverse stock split of 1- for-50 shares at their May 7, 2024 board meeting. The Company's shareholders approved a reverse stock split of up to 1- for-50 shares on April 30, 2024.

About Blue Star Foods Corp. (NASDAQ: BSFC)
Blue Star Foods Corp. an integrated Environmental, Social, and Governance (ESG) sustainable seafood company with a focus on Recirculatory Aquaculture Systems (RAS) that processes, packages and sells high-value seafood products. The Company believes it utilizes best-in-class technology, in both resource sustainability management and traceability, and ecological packaging. The Company also owns and operates the oldest continuously operating Recirculating Aquaculture System (RAS) full grow-out salmon farm in North America. The company is based in Miami, Florida, and its corporate website is: https://bluestarfoods.com

Forward-Looking Statements:
The foregoing material may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company’s product development and business prospects, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans. Risks concerning the Company’s business are described in detail in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and other periodic and current reports filed with the Securities and Exchange Commission. The Company is under no obligation to, and expressly disclaims any such obligation to, update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Contacts:
investors@bluestarfoods.com


FAQ

What is the effective date for Blue Star Foods' 1-for-50 reverse stock split?

The 1-for-50 reverse stock split will become effective on May 20, 2024.

What will be Blue Star Foods' new CUSIP number after the reverse stock split?

The new CUSIP number for Blue Star Foods' common stock after the reverse stock split will be 09606H309.

Why did Blue Star Foods implement a 1-for-50 reverse stock split?

Blue Star Foods implemented the 1-for-50 reverse stock split primarily to meet Nasdaq's $1.00 minimum bid price requirement.

How will the reverse stock split affect Blue Star Foods' authorized shares?

The total number of authorized shares will remain at 100,000,000 following the reverse stock split.

What happens to fractional shares in Blue Star Foods' reverse stock split?

No fractional shares will be issued; they will be rounded up to the nearest whole number.

Will Blue Star Foods' ticker symbol change after the reverse stock split?

No, Blue Star Foods will continue to trade under the ticker symbol 'BSFC' after the reverse stock split.

When will Blue Star Foods start trading on a split-adjusted basis?

Blue Star Foods will start trading on a split-adjusted basis on May 20, 2024.

Blue Star Foods Corp.

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