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 16~~June 2, ~~2024~~2025

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)~~OTCQB

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 5.0702 ~~Submission~~Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Security~~Directors; ~~Holders~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Blue~~On ~~Star~~June ~~Foods~~2, ~~Corp.~~2025, ~~(the~~Miozotis ~~“Company”)~~Ponce ~~held~~tendered ~~its~~her ~~Annual~~resignation ~~Meeting~~as ofthe ~~Stockholders~~Chief onOperating ~~December~~Officer ~~16,~~of ~~2024.~~Blue ~~There~~Star ~~were~~Foods ~~represented~~Corp. at (the ~~Annual Meeting~~“Company”), effective byJune ~~proxy~~30, ~~2,194,538~~2025. ~~shares~~Ms. ofPonce ~~the~~resigned ~~Company’s~~to ~~common~~focus ~~stock,~~on ~~par~~other ~~value~~endeavors ~~$0.0001~~and ~~per~~her ~~share~~resignation ~~(“Common~~was ~~Stock”), out~~not ofthe aresult ~~total number~~ of ~~5,034,870~~any ~~shares~~disagreement ofwith the ~~Common~~Company ~~Stock~~on ~~outstanding~~any ~~and~~matter ~~entitled~~relating to ~~vote~~the atCompany’s ~~the~~operations, ~~Annual~~policies ~~Meeting~~or practices. ~~The~~At ~~Company’s stockholders~~this ~~voted~~time, on the ~~following~~Company ~~four~~will ~~proposals~~not atbe ~~the~~appointing a ~~Annual~~new ~~Meeting,~~Chief ~~casting~~Operating ~~their~~Officer ~~votes~~to asreplace ~~described~~Ms. ~~below~~Ponce.

~~Proposal~~Pursuant 1.to –the ~~Election~~requirements of ~~Directors~~the ~~The~~Securities ~~following~~Exchange ~~individuals,~~Act ~~each~~ of ~~whom was named as a nominee in the Company’s definitive proxy statement relating to the Annual Meeting~~1934, ~~were elected by~~ the ~~Company’s~~Registrant ~~stockholders~~has byduly acaused ~~plurality~~this ofreport ~~votes~~to ~~cast~~be tosigned ~~serve~~ on ~~the~~its ~~Company’s~~behalf ~~Board of Directors until the Company’s annual meeting of stockholders for fiscal year 2026. Information~~by on the ~~vote~~undersigned ~~relating~~hereunto toduly ~~each director standing for election is set forth below:~~authorized.

Nominee		For		Withheld		Broker Non-Votes
	BLUE STAR FOODS CORP.
John Keeler			1,022,323		87,054		1,085,163
Date: June 5, 2025	By:	/s/ John Keeler
Nubar Herian			1,020,292		89,085		1,085,163
		John Keeler Executive Chairman and Chief Executive Officer
Jeffrey Guzy			1,014,676		94,701		1,085,163
Timothy McLellan			1,021,276		88,100		1,085,163
Trond Ringstad			1,021,003		88,374		1,085,163

Proposal 2. – Share Issuance Proposal was to approve the issuance of shares in a non-public offering where the maximum number of shares of Common Stock to 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.

For

Against

Abstain

Broker Non-Votes

967,378

135,227

6,773

N/A

Proposal 3. – Stock Split Proposal was to approve an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Common Stock, by a ratio of no less than 1-for-2 and no more than 1-for-20, with the exact ratio to be determined by the Company’s Board of Directors in its sole discretion. The proposal was approved.

For

Against

Abstain

Broker Non-Votes

1,981,560

211,022

1,958

N/A

Proposal 4. – Ratification of Appointment of Auditors. was to ratify the appointment of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The proposal was approved.

For

Against

Abstain

Broker Non-Votes

2,140,462

33,652

20,424

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 19, 2024	BLUE STAR FOODS CORP.
	By:	/s/ John Keeler
		John Keeler Executive Chairman and Chief Executive Officer

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