SEC Form SC 13G/A filed by Blue Star Foods Corp. (Amendment)
$BSFC
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
|
SCHEDULE 13G
|
||
|
Under the Securities Exchange Act of 1934
|
||
|
(Amendment No. 1)*
|
|
Blue Star Foods Corp.
|
||
|
(Name of Issuer)
|
|
Common Stock, par value $0.0001 per share
|
||
|
(Title of Class of Securities)
|
|
09606H200
|
||
|
(CUSIP Number)
|
|
December 31, 2023
|
||
|
(Date of Event which Requires Filing of this Statement)
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule
13d-1(b)
[x] Rule
13d-1(c)
[ ] Rule
13d-1(d)
___________________________________
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
1
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Lind Global Fund II LP
|
|
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a) [ ]
|
|
|
(b) [x]
|
|
|
3
|
SEC Use Only
|
|
4
|
Citizenship or Place of Organization.
Delaware
|
|
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5 Sole Voting Power
1,590,000
|
|
6 Shared Voting Power
0
|
|
|
7 Sole Dispositive Power
1,590,000
|
|
|
8 Shared Dispositive Power
0
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,590,000(1)
|
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
|
11
|
Percent of Class Represented by Amount in Row (9)*
9.9%(2)
|
|
|
12
|
Type of Reporting Person (See Instructions)
PN
|
(1) The reporting person’s ownership consists of (i) 50,000 warrants to purchase shares of common stock (the “2022 Warrants”), (ii) 435,035
warrants to purchase shares of common stock (the “May 2023 Warrants”), (iii) 175,234 warrants to purchase shares of common stock (the “July 2023 Warrants”), (iv) 2,148,228 warrants to purchase shares of common stock (the “A-1 Warrants”), (v)
2,148,228 warrants to purchase shares of common stock (the “A-2 Warrants,” and together with the 2022 Warrants, the May 2023 Warrants, the July 2023 Warrants, and the A-1 Warrants, the “Warrants”), and (vi) shares of common stock issuable to the
reporting person pursuant to a convertible security entered into between Lind Global Fund II and Blue Star Foods Corp. (the “Convertible Security”); however, due to the exercise limitations of the Warrants and the conversion limitations on the
Convertible Security, the reporting person’s beneficial ownership has been limited to 1,590,000 shares in the aggregate.
(2) The Warrants and the Convertible Security each include a provision limiting the holder’s ability to exercise the Warrants or convert the Convertible Security if such
exercise would cause the holder to beneficially own greater than 9.99% of the Company.
|
1
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Lind Global Partners II LLC
|
|
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a) [ ]
|
|
|
(b) [x]
|
|
|
3
|
SEC Use Only
|
|
4
|
Citizenship or Place of Organization.
Delaware
|
|
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5 Sole Voting Power
1,590,000
|
|
6 Shared Voting Power
0
|
|
|
7 Sole Dispositive Power
1,590,000
|
|
|
8 Shared Dispositive Power
0
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,590,000(1)
|
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
|
11
|
Percent of Class Represented by Amount in Row (9)*
9.9%(2)
|
|
|
12
|
Type of Reporting Person (See Instructions)
OO
|
(1) The reporting person’s ownership consists of (i) 50,000 2022 Warrants, (ii) 435,035 May 2023 Warrants, (iii) 175,234 July 2023 Warrants, (iv) 2,148,228 A-1 Warrants,
(v) 2,148,228 A-2 Warrants, and (vi) shares of common stock issuable to the reporting person pursuant to the Convertible Security; however, due to the exercise limitations of the Warrants and the conversion limitations on the Convertible Security,
the reporting person’s beneficial ownership has been limited to 1,590,000 shares in the aggregate.
(2) The Warrants and the Convertible Security each include a provision limiting the holder’s ability to exercise the Warrants or convert the Convertible Security if such
exercise would cause the holder to beneficially own greater than 9.99% of the Company.
|
1
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Jeff Easton
|
|
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a) [ ]
|
|
|
(b) [x]
|
|
|
3
|
SEC Use Only
|
|
4
|
Citizenship or Place of Organization.
United States
|
|
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5 Sole Voting Power
1,590,000
|
|
6 Shared Voting Power
0
|
|
|
7 Sole Dispositive Power
1,590,000
|
|
|
8 Shared Dispositive Power
0
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,590,000(1)
|
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
|
|
11
|
Percent of Class Represented by Amount in Row (9)*
9.9%(2)
|
|
|
12
|
Type of Reporting Person (See Instructions)
IN
|
(1) The reporting person’s ownership consists of (i) 50,000 2022 Warrants, (ii) 435,035 May 2023 Warrants, (iii) 175,234 July 2023 Warrants, (iv) 2,148,228 A-1 Warrants,
(v) 2,148,228 A-2 Warrants, and (vi) shares of common stock issuable to the reporting person pursuant to the Convertible Security; however, due to the exercise limitations of the Warrants and the conversion limitations on the Convertible Security,
the reporting person’s beneficial ownership has been limited to 1,590,000 shares in the aggregate.
(2) The Warrants and the Convertible Security each include a provision limiting the holder’s ability to exercise the Warrants or convert the Convertible Security if such exercise would cause
the holder to beneficially own greater than 9.99% of the Company.
Item 1.
|
(a)
|
Name of Issuer
|
|
Blue Star Foods Corp.
|
|
|
(b)
|
Address of Issuer’s Principal Executive Offices
|
|
3000 NW 109th Avenue
Miami, Florida 33712
|
Item 2.
|
(a)
|
Name of Person Filing
|
|
This statement is filed by the following entities and individuals (collectively, referred to as the “Reporting Persons”):
• Lind Global Fund II LP, a Delaware limited partnership;
• Lind Global Partners II LLC, a Delaware limited liability company; and
• Jeff Easton, an individual and a citizen of the United States of America.
Lind Global Partners II LLC, the general partner of Lind Global Fund II LP, may be deemed to have sole voting and dispositive power with respect to the shares held by Lind Global Fund II LP.
Jeff Easton, the managing member of Lind Global Partners II LLC, may be deemed to have sole voting and dispositive power with respect to the shares held by Lind Global Fund II LP.
|
|
|
(b)
|
Address of Principal Business Office or, if none, Residence
|
|
The address of the principal business office for each of the Reporting Persons is:
444 Madison Ave, Floor 41
New York, NY 10022
|
|
|
(c)
|
Citizenship
|
|
See Row 4 of cover page for each Reporting Person.
|
|
|
(d)
|
Title of Class of Securities
|
|
Common Stock, $0.0001 par value per share
|
|
|
(e)
|
CUSIP Number
|
|
09606H200
|
| Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
Not applicable.
| Item 4. |
Ownership
|
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
(a)
|
Amount Beneficially Owned
|
|
See Row 9 of cover page for each Reporting Person.
|
|
|
(b)
|
Percent of Class
|
|
See Row 11 of cover page for each Reporting Person.
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
sole power to vote or to direct the vote
|
|
|
See Row 5 of cover page for each Reporting Person. |
||
|
(ii)
|
shared power to vote or to direct the vote
|
|
|
See Row 6 of cover page for each Reporting Person.
|
||
|
(iii)
|
sole power to dispose or to direct the disposition of
|
|
|
See Row 7 of cover page for each Reporting Person. |
||
|
(iv)
|
shared power to dispose or to direct the disposition of
|
|
|
See Row 8 of cover page for each Reporting Person.
|
||
Item 5. Ownership of Five Percent or Less of a
Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following □.
Item 6. Ownership of More than Five Percent on
Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of
the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
Not applicable.
| Item 8. |
Identification and Classification of Members of the Group
|
Not applicable.
| Item 9. |
Notice of Dissolution of Group
|
Not Applicable.
| Item 10. |
Certification
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| Exhibits |
Exhibit
|
99.1 Joint
Filing Agreement by and among the Reporting Persons
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
February 13, 2024
|
By:
|
|
Lind Global Partners II LLC
|
|
|
its General Partner
|
|
|
By:
|
/s/ Jeff Easton
|
|
|
Name:
|
|
Jeff Easton
|
|
Title:
|
|
Managing Member
|
|
LIND GLOBAL PARTNERS II LLC
|
||
|
By:
|
|
/s/ Jeff Easton
|
|
Name:
|
|
Jeff Easton
|
|
Title:
|
|
Managing Member
|
|
JEFF EASTON
|
||
|
By:
|
|
/s/ Jeff Easton
|