Borealis Foods Inc 8-K, filed Mar 6, 2026
Borealis Foods Inc. (BRLS)
About this 8-K
Borealis Foods Inc filed this 8-K on March 6, 2026, reporting on events of March 2, 2026.
Items reported
- Item 3.01: Delisting notice or listing transfer
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing 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 6th day of March, 2026.
| BOREALIS FOODS INC. | ||
| By | /s/ Pouneh V. Rahimi | |
| Date: March 6, 2026 | Pouneh V. Rahimi | |
| Chief Legal Officer | ||
2
Exhibit 99.1
 |
 |
By Electronic Delivery to: 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”) 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
