ABVEF 6-K
Above Food Ingredients Inc. (ABVEF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2026
Commission File Number: 001-42156
ABOVE FOOD INGREDIENTS INC.
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name)
2305 Victoria Avenue #001
Regina, Saskatchewan, S4P 0S7
(306) 779-2268
(Address and telephone number of registrant’s principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On June 1, 2026 and June 2, 2026, Above Food Ingredients Inc. (the “Company”) issued two press releases. Copies of the press releases are furnished herewith as Exhibit 99.1 and Exhibit 99.2.
Investors should monitor the Company’s investor relations website, in addition to press releases, public filings and conference calls and webcasts.
DOCUMENTS FILED AS PART OF THIS REPORT
| Exhibit | Description |
| 99.1 | Press Release, dated June 1, 2026 |
| 99.2 | Press Release, dated June 2, 2026 |
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.
| Above Food Ingredients Inc. | ||
| Date: June 2, 2026 | ||
| By: | /s/ Lionel Kambeitz | |
| Name: | Lionel Kambeitz | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Above Food Receives NASDAQ Determination Letter under Nasdaq Listing Rules 5250(c)(1) and 5250(c)(2)
Regina, Saskatchewan — June 1, 2026 - Above Food Ingredients Inc. (“Above” or the “Company”) received a written notice (the “Delist Determination”) that the Nasdaq Hearings Panel (the “Hearings Panel”) has determined to delist the common shares and warrants of the Company (collectively the “Securities”) from The Nasdaq Stock Market (“Nasdaq”) due to the Company's failure to comply with the filing of its audited financial statements and associated Form 20-F by the extension date granted by the Hearings Panel under Nasdaq Listing Rules 5250(c)(1) and 5250(c)(2).
Trading in the Company's Securities will be suspended at the open of trading on June 2, 2026.
The Company continues to work diligently to file its audited financial statements contained in the Form 20-F and all filings necessary to meet the re-listing requirements of the Nasdaq as quickly as possible.
In the interim, the Company is also considering alternatives including whether to request an appeal to the Delist Determination to the Nasdaq Listing and Hearing Review Council (the “Council”) in accordance with Nasdaq Listing Rule 5820(a) and the re-listing process.
The Company expects the Securities will be immediately eligible for quotation on the OTCID market operated by OTC Markets under its trading symbol: ABVEE, which may have a material adverse effect on the trading price and volume of the Securities, and the Company's shareholders may find it more difficult to buy or sell their Securities.
About Above Food Ingredients Inc.
Above Food Ingredients Inc. (Nasdaq: ABVE ) is an agricultural and food technology company whose vision is to create a healthier world — breaking the cycle of world hunger, one seed, one field, and one bite at a time. Above’s robust chain of custody of plant proteins and proprietary seed development capabilities, leverage the power of artificial intelligence-driven genomics and agronomy, and together with Palm’s financial technologies will help to break the global cycle of hunger.
Cautionary Statement Regarding Forward-Looking Statements
This press release may contain “forward-looking information” within the meaning of the United States federal securities laws and applicable Canadian securities laws. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” future,” “opportunity,” “plan,” “may,” “should,” “will,” “could,” “will be,” will continue,” and similar expressions.
Forward Looking Statements
This communication contains forward-looking statements, including, but not limited to, statements regarding the expected timing of the completion of the audit and the filing of the Company's Annual Report on Form 20-F, statements regarding expectations or forecasts of business, accounting audits, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs relating to the proposed transaction between Above Food and Palm Global, such as statements regarding the combined operations and prospects of Above Food and Palm Global, the current and projected market, growth opportunities and synergies for the combined company, the expected composition of the management and board of directors of the combined company, the expected trading of the combined company on the Nasdaq, the filing and approval of the Registration Statement and the Prospectus, and the timing and completion of the proposed transaction, including the satisfaction or waiver of all the required conditions thereto. Forward-looking statements are based on current judgments and expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially, including the completion of audit procedures and the conclusions of management, the Audit Committee, and the independent auditor, as well as the factors described in the Company's filings with the U.S. Securities and Exchange Commission ("SEC"). The Company undertakes no obligation to update forward-looking statements, except as required by applicable law.
Factors that could cause actual events to differ include, but are not limited to:
| · | all conditions to the proposed transaction being met, including Above Food and Palm Global agreeing to a form of plan of arrangement, as well as other conditions set forth in the definitive merger agreement; |
| · | the expected timing of regulatory approvals relating to the proposed transaction, the businesses of Above Food and Palm Global and of the combined company and product launches of such businesses and companies; |
| · | Above Food’s inability to file or make effective the Registration Statement or the final Prospectus with the respective regulators; |
| · | Above Food, Palm Global and the combined company’s compliance with, and changes to, applicable laws and regulations; |
| · | Above Food and the combined company’s ability to list the common shares of the combined company on Nasdaq; |
| · | the ability to successfully integrate the businesses of Above Food and Palm Global after the completion of the proposed transaction; |
| · | the combined company’s ability to achieve the expected benefits from the proposed transaction within the expected time frames or at all; and |
| · | the incurrence of unexpected costs, liabilities or delays relating to the proposed transaction. |
Forward-looking statements are based on the current expectations of Above Food's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. You should carefully consider all of the risks and uncertainties described in the documents filed by Above Food with the United States Securities and Exchange Commission (“SEC”), which is available on EDGAR at www.sec.gov/edgar.shtml. There may be additional risks that Above Food presently does not know or that Above Food currently believes are immaterial that could also cause actual results to differ from those contained in forward-looking statements. In addition, forward-looking statements provide Above Food’s expectations, plans or forecasts of future events and views as of the date of this communication. Above Food anticipates that subsequent events and developments will cause Above Food’s assessments to change. However, while Above Food may elect to update these forward-looking statements in the future, Above Food specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Above Food’s assessments as of any date subsequent to the date of this communication. Nothing herein should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results in such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this communication, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein.
It is possible that the Merger may not occur on the terms provided herein or in the Merger Agreement, on the expected timing or at all. In the event that the Merger is terminated Above Food may be liable to pay a termination fee to Palm Global, subject to the precise terms of the Merger Agreement.
Additional Information and Where to Find It:
INVESTORS AND SECURITY HOLDERS OF ABOVE FOOD ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ABOVE FOOD. Investors and security holders will be able to obtain free copies of the documents filed with the SEC by Above Food through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Above Food are also available free of charge on Above Food's website at https://abovefood.com or by contacting Above Food's Investor Relations Department at 2305 Victoria Ave #002, Regina, Saskatchewan, Canada, S4P 0S7.
Contacts
Media: [email protected]
Investors: [email protected]
Exhibit 99.2
Above Food Commences Trading on the OTC Over-the-Counter Market, and Initiates Path to Relisting on the NASDAQ
Regina, Saskatchewan — June 2, 2026 – Further to the announcement on June 1, 2026, Above Food Ingredients Inc. (“Above” or the “Company”) (OTC: ABVEF) announces today that it will commence trading on the Over-the-Counter Market. FINRA’s Department of Market Operations have assigned the trading symbol “ABVEF” for the Company’s common shares and “ABVEWF” for the Company’s public warrants.
The Company expects to re-list on the Nasdaq Exchange, and is working diligently to file its audited financial statements contained in the Form 20-F and all filings necessary to meet such re-listing requirements of the Nasdaq.
The Company is also reviewing a submission to appeal the delisting determination to the Nasdaq Listing and Hearing Review Council (the “Council”) in accordance with Nasdaq Listing Rule 5820(a).
About Above Food Ingredients Inc.
Above Food Ingredients Inc. (OTC: ABVEF)is an agricultural and food technology company whose vision is to create a healthier world — breaking the cycle of world hunger, one seed, one field, and one bite at a time. Above’s robust chain of custody of plant proteins and proprietary seed development capabilities, leverage the power of artificial intelligence-driven genomics and agronomy, and together with Palm’s financial technologies will help to break the global cycle of hunger.
Cautionary Statement Regarding Forward-Looking Statements
This press release may contain “forward-looking information” within the meaning of the United States federal securities laws and applicable Canadian securities laws. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” future,” “opportunity,” “plan,” “may,” “should,” “will,” “could,” “will be,” will continue,” and similar expressions.
Forward Looking Statements
This communication contains forward-looking statements, including, but not limited to, statements regarding the expected timing of the completion of the audit and the filing of the Company's Annual Report on Form 20-F, the successful filing of a prospectus in Canada, statements regarding expectations or forecasts of business, accounting audits, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs relating to proposed transaction, the current and projected market, growth opportunities and synergies for the combined company, the expected composition of the management and board of directors of the combined company, the expected trading of the combined company on the Nasdaq, the filing and approval of the Registration Statement and the Prospectus, and the timing and completion of the proposed transaction, including the satisfaction or waiver of all the required conditions thereto. Forward-looking statements are based on current judgments and expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially, including the completion of audit procedures and the conclusions of management, the Audit Committee, and the independent auditor, as well as the factors described in the Company's filings with the U.S. Securities and Exchange Commission ("SEC"). The Company undertakes no obligation to update forward-looking statements, except as required by applicable law.
Factors that could cause actual events to differ include, but are not limited to:
| · | all conditions to the proposed transaction being met, including Above Food and Palm Global agreeing to a form of plan of arrangement, as well as other conditions set forth in the definitive merger agreement; |
| · | the expected timing of regulatory approvals relating to the proposed transaction, the businesses of Above Food and Palm Global and of the combined company and product launches of such businesses and companies; |
| · | Above Food’s inability to file or make effective the Registration Statement or the final Prospectus with the respective regulators; |
| · | Above Food, Palm Global and the combined company’s compliance with, and changes to, applicable laws and regulations; |
| · | Above Food and the combined company’s ability to list the common shares of the combined company on Nasdaq; |
| · | the ability to successfully integrate the businesses of Above Food and Palm Global after the completion of the proposed transaction; |
| · | the combined company’s ability to achieve the expected benefits from the proposed transaction within the expected time frames or at all; and |
| · | the incurrence of unexpected costs, liabilities or delays relating to the proposed transaction. |
Forward-looking statements are based on the current expectations of Above Food's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. You should carefully consider all of the risks and uncertainties described in the documents filed by Above Food with the United States Securities and Exchange Commission (“SEC”), which is available on EDGAR at www.sec.gov/edgar.shtml. There may be additional risks that Above Food presently does not know or that Above Food currently believes are immaterial that could also cause actual results to differ from those contained in forward-looking statements. In addition, forward-looking statements provide Above Food’s expectations, plans or forecasts of future events and views as of the date of this communication. Above Food anticipates that subsequent events and developments will cause Above Food’s assessments to change. However, while Above Food may elect to update these forward-looking statements in the future, Above Food specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Above Food’s assessments as of any date subsequent to the date of this communication. Nothing herein should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results in such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this communication, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein.
It is possible that the Merger may not occur on the terms provided herein or in the Merger Agreement, on the expected timing or at all. In the event that the Merger is terminated Above Food may be liable to pay a termination fee to Palm Global, subject to the precise terms of the Merger Agreement.
Additional Information and Where to Find It:
INVESTORS AND SECURITY HOLDERS OF ABOVE FOOD ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ABOVE FOOD. Investors and security holders will be able to obtain free copies of the documents filed with the SEC by Above Food through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Above Food are also available free of charge on Above Food's website at https://abovefood.com or by contacting Above Food's Investor Relations Department at 2305 Victoria Ave #002, Regina, Saskatchewan, Canada, S4P 0S7.
Contacts
Media: [email protected]
Investors: [email protected]