BLUE STAR FOODS CORP 2026年季度报告

FORM 10-Q (Mark One) For the quarterly period ended: March 31, 2026 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ Commission file number: 001-40991 BLUE STAR FOODS CORP.(Exact name of registrant as specified in its charter) Delaware82-4270040(State or other jurisdiction ofincorporation or organization)(IRS EmployerIdentification No.)3000 NW 109th AvenueMiami, Florida 33172(Address of principal executive offices)(305) 836-6858(Registrant’s telephone number, including area code)N/A(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, $0.0001 par valueBSFCOver The Counter Markets Group Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated Filer☒Smaller reporting company☒Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of July 16, 2026, there were 163,880,101 shares of the registrant’s common stock outstanding. BLUE STAR FOODS CORP. FORM 10-QFOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026 TABLE OF CONTENTS PAGE PART I - FINANCIAL INFORMATION4Item 1.Financial Statements (Unaudited)4Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations22Item 3.Quantitative and Qualitative Disclosures About Market Risk29Item 4.Controls and Procedures29PART II - OTHER INFORMATION30Item 1.Legal Proceedings30Item 1A.Risk Factors30Item 2.Unregistered Sales of Equity Securities and Use of Proceeds30Item 3.Defaults Upon Senior Securities30Item 4.Mine Safety Disclosures30Item 5.Other Information302 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the SecuritiesAct of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”). Such forward-looking statements include, among others, those statements including the words “believes”, “anticipates”,“expects”, “intends”, “estimates”, “plans” and words of similar import. Such forward-looking statements involve known and unknownrisks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to bematerially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are based on our current expectations and assumptions regarding our business, potential target businesses,the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject toinherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially fromthose contemplated by the forward-looking statements. We caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance. Important factors that couldcause actual results to differ materially from those in the forward-looking statements include changes in local, regional, national orglobal political, economic, business, competitive, market (supply and demand), regulatory conditions and the following: ●Our ability to raise capital when needed and on acceptable terms and conditions;●Our ability to make acquisitions and integrate acqui