Business Context and Reporting Period
Company: Borealis Foods Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: May 21, 2026 (Event Date); Signed May 27, 2026
Reporting Period: This filing addresses compliance issues related to the fiscal quarter ended March 31, 2026, and the fiscal year ended December 31, 2025.
Key Financial Metrics
This filing is a current report regarding listing compliance and does not contain financial statements. Consequently, the filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes and Listing Status
- Nasdaq Non-Compliance Notice: On May 21, 2026, the Company received a notice from Nasdaq stating it no longer complies with Listing Rule 5250(c)(1) due to the failure to timely file the Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.
- Prior Delinquency: This notice supplements a prior notice received on April 17, 2026, regarding the delayed Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
- Trading Status: The notice has no immediate effect on the listing or trading of the Company's Common Shares (BRLS) or Warrants (BRLSW) on the Nasdaq Capital Market.
Guidance, Outlook, and Management Commentary
- Compliance Plan Deadline: The Company must submit a plan of compliance to Nasdaq by June 16, 2026.
- Grace Period: If the plan is accepted, Nasdaq may grant up to 180 calendar days from the due date of the initial delinquent filing, extending the compliance deadline to October 12, 2026.
- Filing Intent: Management intends to file the Q1 2026 Form 10-Q as soon as practicable, anticipating completion no later than early June 2026. Management believes this, combined with the 2025 Form 10-K filing, will cure the deficiency.
- Risks: Forward-looking statements regarding the ability to regain compliance involve risks related to the completion of interim financial statements and the interim review process.
Investor Verification Checklist
- Verify the actual filing date of the Q1 2026 Form 10-Q to ensure it meets the "early June 2026" target.
- Confirm the submission of the compliance plan to Nasdaq by the June 16, 2026 deadline.
- Monitor Nasdaq's official response to the compliance plan to determine if the 180-day grace period is granted.
- Review the upcoming 2025 Form 10-K and Q1 2026 Form 10-Q for actual financial performance and liquidity status once filed.