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 (Date of earliest event reported): ~~June~~October 1216, 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 83.01 ~~Other~~Notice ~~Events~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~June~~October 1116, 2024, Blue Star ~~Food~~Foods Corp., ~~a Delaware corporation~~ (the “Company”), received a notice letter from the Listing Qualifications Department of The Nasdaq ~~Hearings~~Stock ~~Panel~~Market LLC (“Nasdaq”) notifying the Company that, based upon the closing bid price of the Company’s common stock, par value $0.0001 per share (“~~Panel~~Common Stock”), for the last 30 consecutive ~~indicating~~business ~~that~~days, the Company ~~demonstrated~~is not currently in compliance with the requirement to maintain a minimum bid price ~~requirement~~of $1.00 per share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) ~~and~~ (the ~~minimum~~“Minimum ~~stockholders’~~Bid Requirement”), ~~equity~~which ~~requirement~~matter inserves ~~Listing~~as ~~Rule~~a ~~5550(b)(1)~~basis for delisting the Company’s securities from Nasdaq.

~~Additionally,~~As previously reported on a Current Report on Form 8-K filed on June 12, 2024, the Company ~~will~~is be subject to a ~~Discretionary~~Mandatory Panel Monitor for a period of one year, or until June 11, 2025. IfAs such, the Company ~~fails~~ tois ~~maintain~~not ~~compliance~~eligible ~~with~~for ~~any~~a ~~continued~~compliance ~~listing~~period. ~~requirement~~The ~~during~~Company has the ~~one-year~~opportunity to ~~monitoring~~request ~~period,~~a hearing with the ~~Company~~Hearings ~~will~~Panel ~~have~~(the an“Panel”), ~~opportunity to~~by October 23, 2024, which request awas ~~new~~made on October 18, 2024. The hearing ~~with~~request will stay the ~~initial~~suspension ~~Panel~~of orthe aCompany’s ~~newly~~securities ~~convened~~and ~~Hearings~~the ~~Panel~~filing ifof the ~~initial~~Form 25-NSE pending the Panel’s decision. The fee for the hearing is ~~unavailable~~$20,000.

On June 12, 2024, the Company issued a press release announcing its compliance. The text of 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 12, 2024	By:	/s/ John Keeler
Date: October 18, 2024	By:	/s/ John Keeler
		John Keeler Executive Chairman and Chief Executive Officer

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