UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report: June 512, 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)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following 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

Name of each exchange on which registered

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 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 8.01 Other Events.

AsOn ~~previously~~June ~~disclosed~~11, ~~on April 10,~~ 2024, Blue Star Food Corp., a Delaware corporation (the “Company”), received a letter from the Nasdaq Hearings Panel (the “Panel”) indicating that the Company’s ~~request~~demonstrated ~~for continued on Nasdaq was granted subject to the following: (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); (ii) on or before May 15, 2024,~~ the ~~Company~~bid ~~will~~price ~~file~~requirement ~~its~~in ~~Form 10-Q for the period ended March 31, 2024 demonstrating continued compliance with~~ Listing Rule 5550(ba)(12), and ~~(iii)~~the onminimum ~~or before May 30, 2024,~~stockholders’ ~~the~~equity ~~Company~~requirement ~~shall~~in ~~have demonstrated compliance with~~ Listing Rule 5550(ab)(~~2) by evidencing a closing bid price of $~~1~~.00 or more per share for a minimum of ten (10~~) ~~consecutive trading sessions, and evidence compliance with all applicable criteria for continued listing~~.

OnAdditionally, ~~May~~the 30Company will be subject to a Discretionary Panel Monitor for a period of one year, ~~2024~~until June 11, 2025. If the Company fails ~~received~~to amaintain ~~letter~~compliance ~~from~~with ~~the~~any ~~Panel~~continued ~~indicating~~listing ~~that~~requirement during the ~~May~~one-year 30monitoring period, ~~2024~~the ~~date~~Company ~~had~~will ~~been~~have ~~extended~~an opportunity to ~~June~~request 5,a ~~2024.~~new hearing with the initial Panel or a newly convened Hearings Panel if the initial Panel is unavailable.

~~The~~On June 12, 2024, the Company ~~believes~~issued ita ~~has~~press ~~demonstrated~~release announcing its compliance. ~~with~~The ~~Listing~~text ~~Rule~~of ~~5550(a)(2)~~the press release is furnished as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

99.1		Press Release
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

	BLUE STAR FOODS CORP.
Date: June 5, 2024	By:	/s/ John Keeler
Date: June 12, 2024	By:	/s/ John Keeler
		John Keeler Executive Chairman and Chief Executive Officer

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