Business Context and Reporting Period
This Form 8-K Current Report was filed by Borealis Foods Inc. on January 12, 2026. The registrant is incorporated in Ontario and its common shares (BRLS) and warrants (BRLSW) are listed on the Nasdaq Capital Market. The filing addresses two material events: a notice of non-compliance with Nasdaq listing rules regarding shareholder meetings and a change in the company's independent registered public accounting firm.
Key Financial Metrics
The filing text does not provide specific financial data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses on corporate governance and regulatory compliance rather than financial performance.
Material Changes and Events
- Nasdaq Listing Compliance (Item 3.01): On January 12, 2026, the Company received notice from Nasdaq that it is not in compliance with Listing Rule 5620(a) for failing to hold an annual meeting of shareholders within twelve months of its fiscal year end.
- Compliance Timeline: The Company has 45 calendar days (until February 26, 2026) to submit a compliance plan. If accepted, Nasdaq may grant an extension of up to 180 days from the fiscal year end (until June 29, 2026) to hold the required meeting.
- Accounting Firm Change (Item 4.01): The Company's former auditor, Berkowitz Pollack Brant Advisors + CPAs, LLP ("BPB"), resigned effective January 13, 2026, following the acquisition of its capital markets practice by Carr, Riggs & Ingram, LLC ("CRI").
- New Auditor Appointment: On January 15, 2026, the Audit Committee appointed CRI as the new independent registered public accounting firm.
Outlook, Risks, and Management Commentary
Management Intent: The Company intends to submit a compliance plan to Nasdaq within the required timeframe and regain compliance by holding its annual shareholder meeting prior to June 29, 2026.
Listing Status: The notice of non-compliance has no immediate effect on the listing of the Company's common shares on Nasdaq.
Audit History: There were no disagreements between the Company and BPB regarding accounting principles, financial statement disclosure, or auditing scope during the fiscal years ended December 31, 2024, and 2023, or through January 15, 2026. BPB's audit reports for these periods did not contain adverse opinions, disclaimers, or qualifications.
Investor Verification Checklist
- Verify the submission date and content of the compliance plan to Nasdaq by February 26, 2026.
- Confirm the date of the next scheduled annual meeting of shareholders to ensure it occurs before the June 29, 2026 deadline.
- Review the letter from BPB (to be filed as Exhibit 16.1) confirming their agreement with the Company's disclosures regarding the auditor change.
- Monitor future filings for any updates on the status of the Nasdaq listing or potential delisting risks if the compliance plan is rejected.