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
January 12, 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 104Oakville, ON L6J 7W5
(Address of principal executive offices andzip code)
(905) 278-2200
(Registrant’s telephone number, including areacode)
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 January 12, 2026, Borealis Foods Inc. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in 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.
The Notice indicates that the Company has 45 calendar days, or until February 26, 2026, to submit a plan to regain compliance. If the plan is accepted, Nasdaq may grant the Company an exception of up to 180 calendar days from its fiscal year end, or until June 29, 2026, to regain compliance by holding its annual meeting of shareholders.
The Company intends to submit a compliance plan within the required timeframe and, subject to Nasdaq’s acceptance of such plan, regain compliance with Nasdaq’s continued listing requirements by holding a meeting of shareholders prior to June 29, 2026. A copy of the Nasdaq notice letter is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
The Notice has no immediate effect on the listing of the Company’s common shares on Nasdaq
Item 4.01 Changes in Registrant’s Certifying Accountant.
The Company was notified that Carr, Riggs & Ingram, LLC (“CRI”) acquired, effective as of January 1, 2026, certain assets related to the capital markets practice of Berkowitz Pollack Brant Advisors + CPAs, LLP (“BPB”). In conjunction with this transaction, on January 13, 2026, the Company received notification from BPB that they were resigning as the Company’s independent registered public accounting firm, effective immediately. On January 15, 2026, the Audit Committee of the Company’s Board of Directors approved the appointment of CRI as the Company’s new independent registered public accounting firm.
BPB’s audit reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2024 and December 31, 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 fiscal years ended December 31, 2024 and December 31, 2023, and through January 15, 2026, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) between the Company and BPB on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to BPB’s satisfaction, would have caused BPB to make reference thereto in its reports. During such periods, there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K). The Company has provided BPB with a copy of the disclosures contained in this Item 4.01 and has requested that BPB 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 copy of such letter will be filed as Exhibit 16.1 to an amendment to this Current Report on Form 8-K when received.
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 January 12, 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 16^th^ day of January, 2026.
| BOREALIS FOODS INC. | ||
|---|---|---|
| By | /s/ Pouneh V. Rahimi | |
| Date: January 16, 2026 | Pouneh V. Rahimi | |
| Chief Legal Officer |
2
Exhibit 99.1
ByElectronic Delivery to: prahimi@borealisfoods.com
January 12, 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:<br>BRLS |
|---|
Dear Ms. Rahimi:
I am following up on our recent telephone conversation in which I explained that since your Company has not yet held an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year end, it no longer complies with our Listing Rules (the “Rules”) for continued listing.^1^ Under our Rules the Company now has 45 calendar days to submit a plan to regain compliance and if we accept your plan, we can grant an exception of up to 180 calendar days from the fiscal year end, or until June 29, 2026, to regain compliance. Your plan should be as definitive as possible, addressing any issues that you believe would support your request for an exception.
In determining whether to accept your plan, we will consider such things as the likelihood that the annual meeting can be held within the 180 day period, the Company’s past compliance history, the reasons for the delayed meeting, other corporate events that may occur within our review period, the Company’s overall financial condition and its public disclosures.^2^
Please email your plan to me at ellen.ignacio@nasdaq.com no later than February 26, 2026. After we review the plan, I will contact you if we have any questions or comments and will provide you written notice of our decision. If we do not accept your plan, you will have the opportunity to appeal that decision to a Hearings Panel.^3^
| ^1^ | See Listing Rules 5620(a) and 5810(c)(2)(G). In addition,<br>please see IM-5620 which specifies the securities subject to the annual meeting requirement. |
|---|---|
| ^2^ | For additional information with respect to compliance plans<br>please see attached “Nasdaq Online Resources” when preparing your plan of compliance. This attachment includes links to the<br>Frequently Asked Questions section relating to continued listing. |
| --- | --- |
| ^3^ | See Listing Rule 5815(a). See FAQ #428 available on the Nasdaq<br>Listing Center. |
| --- | --- |
<<Contact>>
<<Date>>
Page 2
Our Rules require that the Company promptly disclose receipt of this letter by either filing a Form 8-K, where required by SEC rules, or by issuing a press release. The announcement needs to be made no later than four business days from the date of this letter and must include the continued listing criteria that the Company does not meet, and a description of each specific basis and concern identified by Nasdaq in reaching the determination.^4^ The Company must also submit the announcement to Nasdaq’s MarketWatch Department.^5^ If the public announcement is made between the hours of 7:00 AM and 8:00 PM Eastern Time, the Company must submit the announcement to Nasdaq’s MarketWatch Department at least ten minutes prior its public release. If the public announcement is made outside of these hours, the Company must submit the announcement prior to 6:50 A.M. Eastern Time. Please note that if you do not make the required announcement trading in your securities will be halted.^6^
In addition, Nasdaq makes available to investors a list of all non-compliant companies, which is posted on our website at listingcenter.nasdaq.com. The Company will be included in this list beginning five business days from the date of this letter. As part of this process, an indicator reflecting the Company’s non-compliance will be broadcast over Nasdaq’s market data dissemination network and will also be made available to third party market data providers.
If you have any questions, please do not hesitate to contact me, at **+**1 202 441 5613.
Sincerely,
| /s/ Ellen Ignacio | |
|---|---|
| Ellen Ignacio | |
| Listing Analyst | |
| Nasdaq Listing Qualifications | |
| ^4^ | Listing Rule 5810(b). |
| --- | --- |
| ^5^ | The notice must be submitted to Nasdaq’s MarketWatch<br>Department through the Electronic Disclosure submission system available at nasdaq.net/ED/IssuerEntry. |
| --- | --- |
| ^6^ | Listing IM-5810-1. |
| --- | --- |
NASDAQ ONLINE RESOURCES
All of our listing information and forms are available electronically on the Listing Center. In addition to facilitating electronic submission of forms, you can also use the Listing Center to access Nasdaq’s Reference Library containing hundreds of frequently asked questions and Governance Clearinghouse containing the latest updates on corporate governance and listing standards.
To help you navigate the deficiency process, we have provided links to some our most viewed resource materials.
| ● | Board<br> Composition and Committee Requirements |
|---|---|
| ● | Governance<br> Clearinghouse |
| --- | --- |
| ● | Hearings<br> Process |
| --- | --- |
| ● | How<br> to Transfer to Nasdaq Capital Market |
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| ● | Information<br> about Application of Shareholder Approval Rules |
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| ● | Initial<br> Listing Process |
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| ● | Listing<br> Fees |
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| ● | Listing<br> of Additional Shares Process |
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| ● | MarketWatch<br> Electronic Disclosure Submissions |
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| ● | Nasdaq<br> Listing Rules |
| --- | --- |
| ● | Reference<br> Library: Frequently Asked Questions, Staff Interpretations and Listing Council Decisions |
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