8-K
Borealis Foods Inc. (BRLS)
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
March 2, 2026
Date of Report (date of earliest event reported)
BOREALIS FOODS INC.
(Exact name of registrant as specified in itscharter)
| Ontario | 001-40778 | 98-1638988 |
|---|---|---|
| (State or other jurisdiction ofincorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
1540 Cornwall Rd., Suite 104
Oakville, ON L6J 7W5
(Address of principal executive offices andzip code)
(905) 278-2200
(Registrant’s telephone number, includingarea code)
Check the appropriate box below if the Form8-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 | Name of each exchange on which registered |
|---|---|---|
| Common Shares | BRLS | Nasdaq Capital Market |
| Warrants | BRLSW | Nasdaq Capital Market |
Indicate by check mark whether the registrantis an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company ☒
If an emerging growth company, indicate bycheck mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01 Notice of Delisting or Failure to Satisfy a ContinuedListing Rule or Standard; Transfer of Listing.
On March 2, 2026, Borealis Foods Inc. (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that Nasdaq has reviewed and accepted the Company’s plan to regain compliance with Nasdaq Listing Rule 5620(a), which requires listed companies to hold an annual meeting of shareholders within twelve months of the end of their fiscal year.
As previously disclosed in the Company’s Current Report on Form 8-K filed on January 16, 2026, the Company was notified on January 12, 2026 that it was not in compliance with Nasdaq Listing Rule 5620(a). In the March 2, 2026 letter, Nasdaq granted the Company an extension until May 31, 2026 to regain compliance with the rule by holding an annual meeting of shareholders.
If the Company does not regain compliance by May 31, 2026, Nasdaq has indicated that it will issue a written notice of delisting, at which time the Company may appeal Nasdaq’s determination to a Nasdaq Hearings Panel. The Company intends to regain compliance within the extension period.
A copy of the Nasdaq letter dated March 2, 2026 is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d): The following exhibits are being filed herewith:
| Exhibit No. | Description |
|---|---|
| 99.1 | Letter from The Nasdaq Stock Market LLC, dated March 2, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 6^th^ day of March, 2026.
| BOREALIS FOODS INC. | ||
|---|---|---|
| By | /s/ Pouneh V. Rahimi | |
| Date: March 6, 2026 | Pouneh V. Rahimi | |
| Chief Legal Officer |
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Exhibit 99.1
By Electronic Deliveryto: prahimi@borealisfoods.com
March 2, 2026
Ms. Pouneh V. Rahimi
Chief Legal Officer
Borealis Foods Inc.
1540 Cornwall Rd., Suite 104
Oakville, ON L6J 7W5
| Re: | Borealis Foods Inc. (the “Company”) <br><br>Nasdaq Symbol: BRLS |
|---|
Dear Ms. Rahimi:
On January 12, 2026, Staff notified the Company that it did not comply with Listing Rule 5620(a) (the “Rule”), which requires that it hold an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year end. Based on our review of the materials submitted on January 26, 2026, Staff has determined to grant the Company an extension to regain compliance with the Rule, as described below.
As stated in the Company’s plan of compliance, the inability to hold an annual meeting arose from the Company’s financial condition. According to the Submission, the Company is actively pursuing financing and expects to hold its annual meeting by the end of May 2026.
Staff has determined to grant the Company an extension until May 31, 2026 to regain compliance with the Rule by holding an annual meeting of shareholders. At the annual meeting, shareholders must be afforded the opportunity to discuss Company affairs with management and, if required by the Company’s governing documents, to elect directors. In the event the Company does not satisfy the terms, Staff will provide written notification that its securities will be delisted. At that time, the Company may appeal Staff’s determination to a Hearings Panel.
If you have any questions, please contact me at +1 202 4415613.
Sincerely,
| /s/ Ellen Ignacio |
|---|
Ellen Ignacio
Listing Analyst
Nasdaq Listing Qualifications
