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): December 1118, 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.

AsOn ~~previously~~December ~~disclosed~~18, in2024, ~~our~~Blue ~~Current~~Star ~~Report~~Foods onCorp. ~~Form~~(the ~~8-K~~“Company”) ~~filed~~received onformal ~~November~~notice from ~~27,~~The ~~2024,~~Nasdaq ~~the~~Stock ~~board~~Market ofLLC ~~directors~~(“Nasdaq”) ofthat ~~Blue~~the ~~Star~~Nasdaq ~~Foods~~Hearings ~~Corp.,~~ Panel (the “~~Company~~Panel”) ~~approved~~had ~~and~~determined ~~authorized~~to adelist the ~~stock~~Company’s ~~repurchase~~securities ~~program~~from Nasdaq based upon the Company’s violation of Listing Rule 5550(a)(2), the “~~Repurchase~~Minimum Bid ~~Program~~Price Requirement”). As a result of the Panel’s decision, ~~pursuant~~Nasdaq towill ~~which~~ suspend trading in the Company’s ~~may~~common stock ~~purchase~~effective upwith tothe ~~$1.5~~open ~~million~~ of ~~its~~business ~~common~~on ~~stock~~Friday, December 20, 2024. Nasdaq will complete the delisting by filing a Notification of Removal from ~~time~~Listing toand/or ~~time~~Registration under Section 12(b) of the Securities and Exchange Act of 1934, inas amended, on Form 25 with the ~~open~~U.S. ~~market~~Securities and Exchange Commission once all applicable Nasdaq appeal and review periods have expired.

InThe ~~furtherance~~Company ofanticipates ~~the~~that, ~~board’s~~concurrent ~~authorization~~with ~~and~~the assuspension ~~part~~of trading of ~~the~~its ~~Company’s~~common ~~over-all~~stock ~~market~~on ~~strategy~~Nasdaq, the Company’s isshares ~~presently~~will begin ~~evaluating~~trading ~~brokerage~~on ~~firms~~the orOTC ~~other~~Markets’ ~~banking~~OTC ~~institutions~~Pink toCurrent ~~act~~Information astier aunder ~~depository for~~ the ~~repurchased~~current ~~common~~symbol ~~stock~~“BSFC”. ~~There~~The isCompany ~~not fixed~~intends ~~timeline~~to ~~for~~apply ~~when~~to ~~this~~list ~~will~~its ~~occur~~securities ~~and~~on ~~when~~ the ~~Repurchase~~OTCQB ~~Program~~as ~~will~~soon ~~commence~~as practicable.

	BLUE STAR FOODS CORP.
Date: December 11, 2024	By:	/s/ John Keeler
		John Keeler, Executive Chairman and Chief Executive Officer

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: December 19, 2024	By:	/s/ John Keeler
		John Keeler Executive Chairman and Chief Executive Officer

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