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~~March 2728, ~~2023~~2024 (March 22, 2024)

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)

3000 NW 109th Avenue

Miami, Florida 33172

(Address of principal executive offices)

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

~~N/A~~Check the ~~(Former~~appropriate ~~name~~box orbelow ~~former~~if ~~address,~~the ifForm ~~changed~~8-K ~~since~~filing ~~last~~is ~~report)~~intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

~~Check~~ ☐ Written communications pursuant to Rule 425 under the ~~appropriate~~Securities ~~box~~Act ~~below~~(17 ifCFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the ~~Form~~Exchange 8Act (17 CFR 240.14a-K12) ~~filing~~☐ isPre-commencement ~~intended~~communications pursuant to ~~simultaneously~~Rule ~~satisfy~~14d-2(b) under the ~~filing~~Exchange ~~obligation~~Act of(17 ~~the~~CFR ~~registrant~~240.14d-2(b)) ~~under any~~☐ ofPre-commencement communications pursuant to Rule 13e-4(c) under the ~~following~~Exchange ~~provisions:~~Act (17 CFR 240.13e-4(c))

☐ 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 ~~Symbol(s)~~Symbols	Name of each exchange on which registered
Common Stock, $0.0001 par value	BSFC	The Nasdaq Stock Market LLC (Nasdaq Capital Market)
Common Stock, $0.0001	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 58.0701 ~~Submission~~Other ~~of Matters to a Vote of Security Holders.~~Events

~~Blue~~On November 27, 2023, Blue Star Foods Corp., (the “Company”) ~~held~~was ~~its~~notified ~~Annual~~by ~~Meeting~~the ~~of Stockholders on December 27, 2023. There were represented at~~Listing ~~the~~Qualifications ~~Annual~~Department ~~Meeting, by proxy, 5,664,190 shares~~ of ~~the~~The ~~Company’s~~Nasdaq ~~common~~Stock ~~stock,~~Market ~~par~~LLC ~~value $0.0001 per share~~ (“~~Common Stock~~Nasdaq”)~~, out~~ ofthat ait ~~total~~no ~~number~~longer ofcomplied ~~11,631,047~~with ~~shares of Common Stock outstanding and entitled to vote at~~ the ~~Annual~~minimum ~~Meeting. The Company’s~~$2,500,000 stockholders’ ~~voted~~equity onrequirement ~~the~~for continued ~~following~~listing ~~four~~under ~~proposals~~Nasdaq atListing ~~the~~Rule ~~Annual Meeting, casting their votes as described below~~5550(b)(1).

~~Proposal~~On 1.December –4, ~~Share~~2023, ~~Issuance Proposal No.1 was to approve~~ the ~~issuance~~Company requested a ~~non-public~~hearing ~~offering~~with ~~where~~ the ~~maximum~~Hearings ~~number~~Panel ~~of shares of Common Stock to be issued may exceed 20% of~~ (the ~~Company’s issued and outstanding capital stock~~“Panel”), aswhich ~~required~~was byheld ~~and~~on inMarch ~~accordance with~~5, ~~Nasdaq Marketplace Rule 5635~~2024. ~~The proposal was approved.~~

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

On March 22, 2024, the Panel notified the Company that it had granted the request of the Company to continue its listing on Nasdaq until May 15, 2024 subject to the following conditions: (i) on or before April 1, 2024, the Company will file its Form 10-K for the period ended December 31, 2023 demonstrating compliance with Listing Rule 5550(b)(1), and; (ii) on or before May 15, 2024, the Company will file its Form 10-Q for the period ended March 31, 2024 demonstrating continued compliance with Listing Rule 5550(b)(1) and evidence compliance with all applicable criteria for continued listing. The Panel noted this exception is based on the Company filing its Form 10-K and Form 10-Q on the dates listed above, without any extensions.

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

For		Against	Withheld
	BLUE STAR FOODS CORP.
1,986,243		285,672	11,433
Date: March 28, 2024	By:	/s/ John Keeler
		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

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