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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): September 22, 2025
BLUE
STAR FOODS CORP.
(Exact
name of registrant as specified in 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) |
Registrant’s
telephone number, including area code: (305) 836-6858
| N/A |
| (Former
name or former address, if changed since last report) |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant 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
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.0001 par value |
|
BSFC |
|
OTCQB |
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
4.01 Change in Registrant’s Certifying Accountant
(a)
Dismissal of Previous Independent Registered Public Accounting Firm
On
September 16, 2025, the Audit Committee (the “Audit Committee”) of the Board of Directors of Blue Star Foods Corp. (the “Company”)
chose not to continue with the engagement of MalonBailey, LLP (“MalonBailey”), which is currently serving as the Company’s
independent registered public accounting firm. The Company notified MaloneBailey on September 19, 2025, that it would be dismissed as
the Company’s independent registered public accounting firm, effective immediately. MaloneBailey’s reports on the the Company’s
financial statements for the years ended December 31, 2024, and 2023 did not contain an adverse opinion or a disclaimer of opinion, and
were not qualified or modified as to uncertainty, audit scope, or accounting principles.
During
the Company’s two most recent fiscal years ended December 31, 2024 and 2023 and the subsequent interim periods through September
19, 2025, there were no disagreements, within the meaning of Item304(a)(1)(iv) of Regulation S-K promulgated under the Exchange Act (“Regulation
S-K”) and the related instructions thereto, with Malone Bailey on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of MaloneBailey, would have caused
it to make reference to the subject matter of the disagreements in connection with its reports. Also during this same period, there were
no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto.
The
Company has provided MaloneBailey with the disclosures under this Item 4.01(a), and has requested MaloneBailey to furnish the Company
with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company in
this Item 4.01(a) and, if not, stating the respects in which it does not agree. MaloneBailey’s letter is filed as Exhibit 16.1
to this Current Report on Form 8-K.
(b)
Appointment of New Independent Registered Public Accounting Firm
On
September 19, 2025, the Audit Committee approved the engagement of GreenGrowth CPAs (“GreenGrowth”) as the Company’s
new independent registered public accounting firm, effective immediately, to audit the Company’s financial statements for the fiscal
year ending December 31, 2025 and related interim periods. During the Company’s two most recent fiscal years ended December 31,
2023 and 2024, and the subsequent interim periods through September 19, 2025, neither the Company nor anyone acting on its behalf consulted
with GreenGrowth regarding any of the matters described in Items 304(a)(2)(i) and (ii) of Regulation S-K.
Item
9.01 Exhibits
(d)
Exhibits:
| Exhibit 16.1 |
Letter
from MaloneBailey, LLP to the Securities and Exchange Commission dated September 22, 2025. |
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:
September 22, 2025 |
BLUE
STAR FOODS CORP. |
| |
|
|
| |
By:
|
/s/
John Keeler |
| |
|
John
Keeler |
| |
|
Executive
Chairman and Chief Executive Officer |
