Business Context and Reporting Period
This Form 8-K was filed by Borealis Foods Inc. on July 2, 2026. The Company is incorporated in Ontario and its securities (Common Shares and Warrants) trade on the Nasdaq Capital Market under the symbols BRLS and BRLSW, respectively. The filing serves as a public announcement of a notice received from Nasdaq regarding the Company's failure to meet continued listing standards.
Key Financial Metrics
The filing does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The only financial metric disclosed is the Market Value of Listed Securities (MVLS), which has fallen below the required threshold.
- Minimum MVLS Requirement: $35,000,000 (Nasdaq Listing Rule 5550(b)(2)).
- Current MVLS Status: Below $35,000,000 for the last 30 consecutive business days.
- Alternative Standards: The Company also does not currently satisfy the stockholders' equity or net income from continuing operations standards.
Material Changes
The primary material change is the receipt of a formal notice from Nasdaq indicating non-compliance with listing rules. Specifically:
- The Company failed to maintain the minimum MVLS of $35,000,000 over a 30-day period.
- The Company also failed to meet alternative listing standards regarding stockholders' equity and net income.
- The notice has no immediate effect on trading, but continued non-compliance could lead to delisting.
Guidance, Outlook, and Risks
Compliance Period: Nasdaq has granted the Company a 180-calendar-day compliance period, expiring on December 29, 2026.
Path to Compliance: To regain compliance, the Company must achieve an MVLS of at least $35,000,000 for a minimum of 10 consecutive business days (Nasdaq staff may require up to 20 days).
Management Commentary: The Company intends to monitor its market value and consider available options to regain compliance. However, management explicitly states there can be no assurance that compliance will be achieved.
Risks and Contingencies:
- Delisting Risk: If compliance is not met by the deadline, the Company will receive a delisting notification and may appeal to a Hearings Panel.
- Warrant Impact: Delisting of Common Shares would result in the delisting of Warrants.
- Market Risks: Risks include market volatility, inability to raise capital, and potential adverse effects on liquidity and share price if delisted.
Investor Verification Checklist
- Verify the current trading price and market capitalization of Borealis Foods Inc. to assess the gap to the $35,000,000 MVLS threshold.
- Review the Company's most recent 10-K or 10-Q filings to understand the specific stockholders' equity and net income figures causing the failure of alternative listing standards.
- Monitor press releases and SEC filings between July 2026 and December 29, 2026, for updates on compliance efforts or potential capital raising activities.
- Assess the liquidity of the stock and the potential impact of a delisting on the ability to trade shares.