8-K
Blue Star Foods Corp. (BSFC)
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<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| 3000<br> NW 109th Avenue<br><br> <br>Miami,<br> Florida | 33172 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s telephone number, including area code: (305) 836-6858
| N/A |
|---|
| (Former<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> 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. ☐
Item4.01 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.
Item9.01 Exhibits
(d) Exhibits:
| Exhibit 16.1 | Letter<br> 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:<br> September 22, 2025 | BLUE STAR FOODS CORP. | |
|---|---|---|
| By: | /s/ John Keeler | |
| John<br> Keeler | ||
| Executive<br> Chairman and Chief Executive Officer |
Exhibit16.1
September 22, 2025
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
We have read the statements under Item 4.01 of the Current Report on Form 8-K of Blue Star Foods Corp. to be filed with the Securities and Exchange Commission on or about September 22, 2025. We agree with all statements pertaining to us. We have no basis on which to agree or disagree with the other statements contained therein.
/s/MaloneBailey, LLP
www.malonebailey.com
Houston, Texas
