Business Context and Reporting Period
Company: Borealis Foods Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: August 26, 2026 (Event Date); Signed September 1, 2026
Reporting Period Context: The filing addresses a delay in the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026 (Q2-2026).
Key Financial Metrics
This filing is a current report regarding regulatory compliance and does not contain financial performance data. The text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes and Events
- Nasdaq Delisting Notice: On August 26, 2026, the Company received a notice from The Nasdaq Stock Market LLC stating it no longer complies with Listing Rule 5250(c)(1) due to the failure to timely file the Q2-2026 Form 10-Q.
- Trading Status: The notice has no immediate effect on the listing or trading of Common Shares (BRLS) or Warrants (BRLSW) on the Nasdaq Capital Market.
- Reason for Delay: The Q2-2026 filing was delayed by the need to complete a review with independent auditors regarding the accounting treatment of a previously disclosed Conversion Agreement. This conversion is subject to shareholder approval under Nasdaq Listing Rules.
Guidance, Outlook, and Risks
- Compliance Timeline: The Company has until October 26, 2026, to submit a plan of compliance to Nasdaq.
- Potential Extension: If the plan is accepted, Nasdaq may grant up to 180 calendar days from the original due date (until February 16, 2027) to regain compliance.
- Management Intent: The Company intends to file the Q2-2026 Form 10-Q promptly upon completion of the accounting review.
- Risks: Forward-looking statements regarding the ability to regain compliance and the timing of the filing involve uncertainties. Actual results may differ due to risks related to the interim financial review and continued listing requirements.
Investor Verification Checklist
- Verify the status of the Q2-2026 Form 10-Q filing on the SEC EDGAR database.
- Monitor the Company's submission of a compliance plan to Nasdaq by the October 26, 2026 deadline.
- Review the details of the "Conversion Agreement" and the required shareholder approval process.
- Check for any subsequent press releases or 8-K filings regarding the acceptance or rejection of the compliance plan by Nasdaq.