BRLS 8-K
Borealis Foods Inc. (BRLS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
In connection with the Company’s delayed Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026 (the “Q2-2026 Form 10-Q”), the Company received, on August 26, 2026, a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the Company has not yet filed the Q2-2026 Form 10-Q, the Company no longer complies with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”), which requires companies with securities listed on Nasdaq to timely file all required periodic reports with the Securities and Exchange Commission. The Notice has no immediate effect on the listing or trading of the Company’s Common Shares or Warrants on the Nasdaq Capital Market.
In accordance with Nasdaq’s listing rules, the Company has until October 26, 2026 to submit a plan of compliance to Nasdaq addressing how the Company intends to regain compliance with the Listing Rule with respect to the Q2-2026 Form 10-Q. If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company up to 180 calendar days from the due date of the Q2-2026 Form 10-Q, or until February 16, 2027, to regain compliance. The Company was otherwise prepared to file the Q2-2026 Form 10-Q on a timely basis; however, the filing was delayed by the need to complete a review, together with its independent auditors, of the appropriate accounting treatment of the Company’s previously disclosed Conversion Agreement, the conversion contemplated by which is subject to shareholder approval under applicable Nasdaq Listing Rules. The Company intends to file the Q2-2026 Form 10-Q promptly upon completion of that review.
Item 7.01. Regulation FD Disclosure.
On September 1, 2026, the Company issued a press release disclosing the receipt of the Notice. A copy of the press release is being furnished herewith as Exhibit 99.1.
The information furnished in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements regarding the Company’s anticipated timing for filing the Q2-2026 Form 10-Q and the Company’s ability to regain compliance with Nasdaq’s listing rules. Forward-looking statements are generally identified by words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “will” and similar expressions. These statements are based on the Company’s current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements, including risks related to the completion of the Company’s interim financial statements and related interim review, the Company’s ability to file the Q2-2026 Form 10-Q within the anticipated timeframe, the Company’s ability to regain and maintain compliance with Nasdaq’s continued listing requirements, and other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. The Company’s filings with the SEC are available at www.sec.gov. Investors should not place undue reliance on the Company’s forward-looking statements. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of this report, except as required by applicable law.
Item 9.01 Financial Statements and Exhibits
(d): The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 99.1 | Press Release dated September 1, 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 1st day of September, 2026.
| BOREALIS FOODS INC. | ||
| By: | /s/ Pouneh Rahimi | |
| Date: September 1, 2026 | Pouneh V. Rahimi | |
| Chief Legal Officer | ||
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Exhibit 99.1
BOREALIS FOODS INC. RECEIVES EXPECTED NOTIFICATION OF DEFICIENCY FROM NASDAQ RELATED TO DELAYED FILING OF QUARTERLY REPORT ON FORM 10-Q FOR FISCAL QUARTER ENDED JUNE 30, 2026
New York, September 1, 2026 – Borealis Foods Inc. (Nasdaq: BRLS) (the “Company”) today announced that on August 26, 2026, the Company received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) due to the Company's failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026 (the “Q2-2026 Form 10-Q”) with the Securities and Exchange Commission (the “SEC”). The Notice has no immediate effect on the listing or trading of the Company's Common Shares or Warrants on the Nasdaq Capital Market.
In accordance with Nasdaq's listing rules, the Company has until October 26, 2026 to submit a plan of compliance to Nasdaq addressing how the Company intends to regain compliance with the Listing Rule with respect to the Q2-2026 Form 10-Q. If Nasdaq accepts the Company's plan, Nasdaq may grant the Company up to 180 calendar days from the due date of the Q2-2026 Form 10-Q, or until February 16, 2027, to regain compliance. The Company was otherwise prepared to file the Q2-2026 Form 10-Q on a timely basis; however, the filing was delayed by the need to complete a review, together with its independent auditors, of the appropriate accounting treatment of the Company’s previously disclosed Conversion Agreement the conversion contemplated by which is subject to shareholder approval under applicable Nasdaq Listing Rules. The Company intends to file the Q2-2026 Form 10-Q promptly upon completion of that review.
About Borealis Foods Inc.
Borealis Foods Inc. is an integrated food technology and manufacturing company focused on developing and commercializing innovative, nutritious, and affordable food products. The Company's Common Shares and Warrants are listed on the Nasdaq Capital Market under the symbols “BRLS” and “BRLSW,” respectively. For more information, visit www.borealisfoods.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements regarding the Company's anticipated timing for filing the Q2-2026 Form 10-Q and the Company's ability to regain compliance with Nasdaq's listing rules. Forward-looking statements are generally identified by words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “will” and similar expressions. These statements are based on the Company's current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements, including risks related to the completion of the Company's interim financial statements and related interim review, the Company's ability to file the Q2-2026 Form 10-Q within the anticipated timeframe, the Company's ability to regain and maintain compliance with Nasdaq's continued listing requirements, and other risks and uncertainties described in the Company's filings with the Securities and Exchange Commission. The Company's filings with the SEC are available at www.sec.gov. Investors should not place undue reliance on the Company's forward-looking statements. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release, except as required by applicable law.