UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~The~~the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 4 27, 2023

BLUE STAR FOODS CORP.

(Exact name of registrant as specified in ~~its~~ charter)

Delaware

001-40991

82-4270040

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3000 NW 109th Avenue

Miami, Florida

33172

(Address of principal executive offices)

(Zip Code)

Miami, Florida 33172

(Address of principal executive offices)

Registrant’s telephone number, including area code: (305) 836-6858

~~Check the~~N/A ~~appropriate~~(Former ~~box~~name ~~below~~or ifformer ~~the~~address, ~~Form~~if ~~8-K~~changed ~~filing~~since islast ~~intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:~~report)

~~☐ Written communications pursuant to Rule 425 under~~ Check the ~~Securities~~appropriate ~~Act~~box ~~(17~~below ~~CFR~~if ~~230.425) ☐ Soliciting material pursuant to Rule 14a-12 under~~ the ~~Exchange~~Form ~~Act (17 CFR 240.14a~~8-~~12)~~K ☐filing ~~Pre-commencement~~is ~~communications~~intended ~~pursuant~~ to ~~Rule~~simultaneously ~~14d-2(b)~~satisfy ~~under~~ the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14d-2(b))~~registrant ~~☐ Pre-commencement communications pursuant to Rule 13e-4(c)~~ under any of the ~~Exchange~~following ~~Act (17 CFR 240.13e-4(c))~~provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading ~~Symbols~~Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001	BSFC	Nasdaq Capital Market
Common Stock, $0.0001 par value	BSFC	The Nasdaq Stock Market LLC (Nasdaq Capital Market)

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 growth company ☒

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 85.0107 ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

~~As previously reported on a Current Report on Form 8-K filed on December 1, 2023,~~ Blue Star Foods Corp., (the “Company”) ~~received a~~held ~~notice~~its ~~letter~~Annual ~~from~~Meeting ~~the Listing Qualifications Department~~ of ~~The~~Stockholders ~~Nasdaq~~on ~~Stock~~December ~~Market~~27, ~~LLC~~2023. ~~(“Nasdaq”)~~There ~~notifying~~were ~~the~~represented ~~Company~~at ~~that, based on~~ the ~~Company’s~~Annual ~~stockholders’~~Meeting, ~~equity~~by ofproxy, ~~$482~~5,~~294~~664,190 asshares ~~reported~~of in the Company’s ~~Quarterly~~ ~~Report~~common onstock, ~~Form~~par ~~10-Q~~value ~~for~~$0.0001 ~~the~~per ~~quarter~~share ~~ended~~(“Common ~~September 30~~Stock”), out ~~2023~~of asa ~~filed~~total ~~with~~number ~~the~~of ~~Securities~~11,631,047 ~~and~~shares ~~Exchange~~of ~~Commission,~~Common ~~the~~Stock ~~Company is~~outstanding noand ~~longer~~entitled into ~~compliance~~vote ~~with~~at the ~~minimum~~Annual ~~stockholders’~~Meeting. ~~equity~~The ~~requirement~~Company’s stockholders ~~for~~voted ~~continued inclusion~~ on the ~~Nasdaq~~following ~~Capital~~four ~~Market under~~proposals ~~Nasdaq~~at ~~Listing Rule 5550(b)(1) (~~the ~~“Stockholders’~~Annual ~~Equity Requirement”)~~Meeting, ~~which~~casting ~~matter~~their ~~serves~~votes as adescribed ~~basis for delisting the Company’s securities from Nasdaq~~below.

~~The~~Proposal ~~Company~~1. ~~believes~~– ~~that~~Share ~~its~~Issuance ~~current~~Proposal ~~shareholders~~No.1 ~~equity~~was ~~figure~~to ~~meets~~approve ~~Nasdaq~~the ~~continued~~issuance ~~listing~~a ~~standards~~non-public ~~following~~offering where the ~~recent~~maximum ~~conversion~~number of shares of ~~certain~~Common ~~non-cash~~Stock ~~liabilities~~ to ~~equity~~be issued may exceed 20% of the Company’s issued and outstanding capital stock, as required by and in accordance with Nasdaq Marketplace Rule 5635. The proposal was approved.

On December 4, 2023, the Company requested a hearing with the Hearings Panel (the “Panel”), which request was granted. A hearing date has been scheduled for March 28, 2024 and will stay the suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision.

For		Against		Withheld
2,038,987		232,223		12,138

~~Pursuant~~Proposal 2. – Share Issuance Proposal No. 2 was to approve the ~~requirements~~issuance of ~~the~~shares ~~Securities~~in ~~Exchange~~a ~~Act~~non-public ofoffering ~~1934,~~where the ~~Registrant~~maximum ~~has~~number of ~~duly~~shares ~~caused~~of ~~this~~Common ~~report~~Stock to be ~~signed~~issued onmay ~~its~~exceed ~~behalf~~20% of the Company’s issued and outstanding capital stock, as required by and ~~the~~in ~~undersigned~~accordance ~~hereunto~~with ~~duly~~Nasdaq ~~authorized~~Marketplace Rule 5635. The proposal was approved.

	BLUE STAR FOODS CORP.
For		Against	Withheld
Date: December 8, 2023	By:	/s/ John Keeler
1,986,243		285,672	11,433
		John Keeler Executive Chairman and Chief Executive Officer

Proposal 3. – Election of Directors The following individuals, each of whom was named as a nominee in the Company’s definitive proxy statement relating to the Annual Meeting, were elected by the Company’s stockholders by a majority of votes cast to serve a three-year term on the Company’s Board of Directors which will expire at the Company’s annual meeting of stockholders for fiscal year 2026. Information on the vote relating to each director standing for election is set forth below:

Nominee	For		Withheld		Broker Non-Votes
John Keeler		2,180,046		103,301		3,380,842
Nubar Herian		2,205,803		77,544		3,380,842
Jeffrey Guzy		2,207,658		75,689		3,380,842
Timothy McLellan		2,206,695		76,652		3,380,842
Trond Ringstad		2,206,523		76,825		3,380,842
Silvia Alana		2,207,405		75,943		3,380,842

Proposal 4. – Ratification of Appointment of Auditors. Proposal 4 was to ratify the appointment of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The proposal was approved.

For

Against

Abstain

Broker Non-Votes

5,426,417

218,282

19,491

N/A

There were no other proposals voted on at the Annual Meeting.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: December 29, 2023	BLUE STAR FOODS CORP.

	By:	/s/ John Keeler
		John Keeler Executive Chairman and Chief Executive Officer

Filing Compare · Blue Star Foods Corp.