Business Context and Reporting Period
Company: Borealis Foods Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: April 17, 2026 (Event Date)
Reporting Period: The filing addresses the status of the Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Key Financial Metrics
This filing is a notice of regulatory non-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
- Nasdaq Non-Compliance: The Company received a notice from The Nasdaq Stock Market LLC on April 17, 2026, stating it no longer complies with Listing Rule 5250(c)(1) due to the failure to timely file the 2025 Form 10-K.
- Trading Status: The notice has no immediate effect on the listing or trading of the Company's common stock (BRLS) or warrants (BRLSW) on the Nasdaq Capital Market.
Guidance, Outlook, and Risks
- Compliance Plan Deadline: The Company must submit a plan of compliance to Nasdaq by June 16, 2026.
- Restoration Timeline: If the plan is accepted, Nasdaq may grant up to 180 calendar days from the filing's due date (until October 12, 2026) to regain compliance.
- Management Intent: Management intends to file the 2025 Form 10-K as soon as practicable, anticipating completion no later than May 2026.
- Risks: Forward-looking statements regarding the ability to file the 10-K and regain compliance are subject to risks related to the completion of financial statements and the audit process.
Investor Verification Checklist
- Verify the actual filing date of the 2025 Form 10-K to confirm if the May 2026 target is met.
- Monitor the submission of the compliance plan to Nasdaq by the June 16, 2026 deadline.
- Review the status of the Company's audit and any potential delays in finalizing financial statements.
- Check for any subsequent Nasdaq communications regarding the acceptance or rejection of the compliance plan.