Borealis Foods Inc. Receives Expected Notification of Deficiency from Nasdaq Related to Delayed Filing of Annual Report on Form 10-K for Fiscal 2025

Rhea-AI Summary

Borealis Foods (Nasdaq: BRLS) received a Nasdaq notice on April 17, 2026 for noncompliance with Listing Rule 5250(c)(1) after failing to timely file its Form 10-K for fiscal 2025. The notice does not affect current listing or trading. The company must submit a compliance plan by June 16, 2026 and may have until October 12, 2026 to regain compliance if Nasdaq accepts the plan. Borealis intends to file the 2025 Form 10-K by May 2026, which it believes will cure the deficiency.

Positive

• Notice has no immediate effect on listing or trading
• Company intends to file 2025 Form 10-K by May 2026

Negative

• Company is noncompliant with Nasdaq Listing Rule 5250(c)(1)
• Compliance plan deadline: June 16, 2026; potential cure deadline: October 12, 2026

News Market Reaction – BRLS

+0.01%

2 alerts

+0.01% Session close to close

+13.2% Peak Tracked

$23.07M Market Cap

0.3x Rel. Volume

In the Apr 24 session, BRLS gained 0.01%, reflecting a mild positive market reaction. Argus tracked a peak move of +13.2% during that session. Our momentum scanner triggered 2 alerts that day, indicating moderate trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement detailed that Nasdaq notified Borealis on April 17, 2026 it was out of compliance ...

Analysis

This announcement detailed that Nasdaq notified Borealis on April 17, 2026 it was out of compliance for not filing its 2025 Form 10-K, while confirming no immediate impact on its Nasdaq Capital Market listing. The company has until June 16, 2026 to submit a compliance plan. Investors may monitor the eventual 10-K, liquidity trends, and any further updates related to the earlier credit agreement defaults and going-concern disclosures.

Key Figures

Compliance plan deadline: June 16, 2026 Q3 2025 net revenue: $21.1M Q3 2025 net loss: $12.6M +5 more

8 metrics

Compliance plan deadline June 16, 2026 Deadline to submit Nasdaq compliance plan for late 2025 Form 10-K

Q3 2025 net revenue $21.1M Nine months ended September 30, 2025; slightly up from $20.9M

Q3 2025 net loss $12.6M Nine months ended September 30, 2025; narrowed from $19.6M

Gross profit margin 12% Q3 2025 gross profit of $2.5M as % of net revenue

Cash balance $0.13M Cash as of September 30, 2025, with substantial going-concern doubt

Shareholders’ deficit $12.9M Shareholders’ deficit with total liabilities of $69.2M at September 30, 2025

Credit facility term loans $15,000,000 Term loans under credit agreement cited in multiple Events of Default

Revolving loan reduction $10,232,974 to $3,553,080 Revolving balance reduced by borrowers as of November 19, 2025

Key Terms

nasdaq listing rule 5250(c)(1), form 10-k, securities and exchange commission, nasdaq capital market, +1 more

5 terms

nasdaq listing rule 5250(c)(1) regulatory

"not in compliance with Nasdaq Listing Rule 5250(c)(1) due to the Company's failure"

Nasdaq Listing Rule 5250(c)(1) requires companies listed on the Nasdaq stock exchange to promptly notify the exchange if their stock price falls below a certain minimum level, known as the "initial listing standards." This rule helps ensure that investors are aware of significant declines in a company's stock value, which could signal financial trouble or increased risk. Essentially, it helps maintain transparency and protect investors by keeping them informed about important changes in a company's stock performance.

form 10-k regulatory

"failure to timely file its Annual Report on Form 10-K for the fiscal year ended"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

securities and exchange commission regulatory

"Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”) with the Securities and Exchange Commission"

A national government agency that enforces rules for buying, selling and disclosing information about stocks and other investments, acting like a referee and scorekeeper for financial markets. It requires companies to share clear, regular financial and business information and investigates fraud or rule-breaking, which matters to investors because those rules and disclosures help ensure fair prices, reduce hidden risks and make it easier to compare investment choices.

nasdaq capital market regulatory

"no immediate effect on the listing or trading of the Company's common stock on the Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

events of default financial

"has notified the company of several events of default under its credit agreement"

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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TORONTO, April 23, 2026 (GLOBE NEWSWIRE) -- Borealis Foods Inc. (Nasdaq: BRLS) (the “Company”) today announced that on April 17, 2026, the Company received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) due to the Company's failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”) with the Securities and Exchange Commission (the “SEC”). The Notice has no immediate effect on the listing or trading of the Company's common stock on the Nasdaq Capital Market.

In accordance with Nasdaq's listing rules, the Company has until June 16, 2026 to submit a plan of compliance to Nasdaq addressing how the Company intends to regain compliance with the Listing Rule. If Nasdaq accepts the Company's plan, Nasdaq may grant the Company up to 180 calendar days from the filing's due date, or until October 12, 2026, to regain compliance. The Company intends to file the 2025 Form 10-K as soon as practicable but anticipates no later than May 2026, which the Company believes will cure the deficiency and regain compliance with the Listing Rule.

About Borealis Foods Inc.

Borealis Foods Inc. is a food science company focused on developing and commercializing innovative, nutritious, and affordable food products. The Company's common stock is listed on the Nasdaq Capital Market under the symbol “BRLS.” www.borealisfoods.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements regarding the Company's anticipated timing for filing the 2025 Form 10-K and the Company's ability to regain compliance with Nasdaq's listing rules. Forward-looking statements are generally identified by words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “will” and similar expressions. These statements are based on the Company's current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements, including risks related to the completion of the Company's financial statements and related audit, the Company's ability to file the 2025 Form 10-K within the anticipated timeframe, the Company's ability to regain and maintain compliance with Nasdaq's continued listing requirements, and other risks and uncertainties described in the Company's filings with the Securities and Exchange Commission. The Company's filings with the SEC are available at www.sec.gov. Investors should not place undue reliance on the Company's forward-looking statements. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release, except as required by applicable law.

Contact:
Henry Wong
CMO
Borealis Foods
1540 Cornwall Rd
Oakville, ON
(905) 278-2200

FAQ

What did Borealis Foods (BRLS) receive from Nasdaq on April 17, 2026?

A Nasdaq notice of noncompliance with Listing Rule 5250(c)(1). According to the company, this resulted from the delayed filing of its 2025 Form 10-K with the SEC.

Does the Nasdaq notice affect BRLS stock trading or listing immediately?

No, the notice has no immediate effect on listing or trading. According to the company, trading continues on the Nasdaq Capital Market while it addresses compliance.

What deadlines must Borealis Foods (BRLS) meet to regain Nasdaq compliance?

Submit a compliance plan by June 16, 2026, and, if accepted, regain compliance by October 12, 2026. According to the company, the plan must explain actions to file the 2025 Form 10-K.

When does Borealis Foods (BRLS) plan to file the 2025 Form 10-K?

The company intends to file the 2025 Form 10-K by May 2026. According to the company, that filing is expected to cure the Nasdaq deficiency.

What happens if Borealis Foods (BRLS) does not cure the Nasdaq deficiency by October 12, 2026?

If the deficiency is not cured, Nasdaq could pursue listing enforcement actions. According to the company, acceptance of a compliance plan may delay the cure deadline until October 12, 2026.