Borealis Foods Inc. Receives Expected Notification of Deficiency from Nasdaq Related to Delayed Filing of Quarterly Report on Form 10-Q for Fiscal Quarter Ended June 30, 2026
Borealis has until Oct. 26, 2026 to submit a compliance plan to Nasdaq, with further timing dependent on Nasdaq’s acceptance.
Sentiment and the balance of points
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Rhea-AI Summary
Borealis Foods (BRLS) received a Nasdaq deficiency notice on August 26, 2026 for not timely filing its Form 10-Q for the quarter ended June 30, 2026.
The notice, issued under Nasdaq Listing Rule 5250(c)(1), has no immediate effect on trading of the company’s common shares or warrants. Borealis Foods has until October 26, 2026 to submit a compliance plan. If Nasdaq accepts the plan, the company may have up to February 16, 2027 to regain compliance. Management attributes the delay to an ongoing review with its independent auditors of the accounting treatment for a previously disclosed Conversion Agreement and intends to file the Q2-2026 Form 10-Q promptly after that review is completed.
Positive
- Nasdaq notice has no immediate effect on listing or trading status
- Company has until October 26, 2026 to submit a compliance plan
- Potential extension of up to February 16, 2027 to regain compliance if plan is accepted
- Delay tied to completing an accounting review with independent auditors, not disclosed liquidity issues
Negative
- Company is not in compliance with Nasdaq Listing Rule 5250(c)(1)
- Failure to timely file Q2-2026 Form 10-Q with the SEC
- Formal Nasdaq deficiency notice introduces regulatory and listing risk until compliance is regained
Details
News Market Reaction – BRLS
On Sep 2, the day this news came out, BRLS closed 0.88% below the previous close. Argus tracked a peak move of +12.7% during that session. Our momentum scanner recorded 3 alerts for this stock that day. Relative volume reached 5.4x the daily average during tracking.
Data tracked by StockTitan Argus for the Sep 2 session.
Key Figures
- Nasdaq notice date
- August 26, 2026
- Notice received for delayed Q2-2026 Form 10-Q
- Fiscal quarter end
- June 30, 2026
- Quarterly report that was not timely filed
- Nasdaq rule
- 5250(c)(1)
- Listing rule cited in the deficiency notice
- Compliance plan deadline
- October 26, 2026
- Deadline to submit a plan to Nasdaq
- Potential extension
- 180 calendar days
- Maximum period Nasdaq may grant from the report due date
- Potential compliance deadline
- February 16, 2027
- Date stated if Nasdaq grants the full extension
Historical Context
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U.S. K–12 school foodservice revenue grew 110% year over year.
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Chef Woo high-protein noodles launched at Costco amid reported early demand.
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Partnerships and improved operating metrics supported expanding product rollout.
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A $17.0 million term loan refinanced debt and supported operations.
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A Form 10-K filing delay triggered a Nasdaq compliance notice.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Key Terms
form 10-q regulatory
nasdaq listing rule 5250(c)(1) regulatory
conversion agreement financial
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NEW YORK, Sept. 02, 2026 (GLOBE NEWSWIRE) -- Borealis Foods Inc. (Nasdaq: BRLS) (the “Company”) today announced that on August 26, 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 Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026 (the “Q2-2026 Form 10-Q”) with the Securities and Exchange Commission (the “SEC”). The Notice has no immediate effect on the listing or trading of the Company's Common Shares or Warrants on the Nasdaq Capital Market.
In accordance with Nasdaq's listing rules, the Company has until October 26, 2026 to submit a plan of compliance to Nasdaq addressing how the Company intends to regain compliance with the Listing Rule with respect to the Q2-2026 Form 10-Q. If Nasdaq accepts the Company's plan, Nasdaq may grant the Company up to 180 calendar days from the due date of the Q2-2026 Form 10-Q, or until February 16, 2027, to regain compliance. The Company was otherwise prepared to file the Q2-2026 Form 10-Q on a timely basis; however, the filing was delayed by the need to complete a review, together with its independent auditors, of the appropriate accounting treatment of the Company’s previously disclosed Conversion Agreement the conversion contemplated by which is subject to shareholder approval under applicable Nasdaq Listing Rules. The Company intends to file the Q2-2026 Form 10-Q promptly upon completion of that review.
About Borealis Foods Inc.
Borealis Foods Inc. is an integrated food technology and manufacturing company focused on developing and commercializing innovative, nutritious, and affordable food products. The Company's Common Shares and Warrants are listed on the Nasdaq Capital Market under the symbols “BRLS” and “BRLSW,” respectively. For more information, visit 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 Q2-2026 Form 10-Q 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 interim financial statements and related interim review, the Company's ability to file the Q2-2026 Form 10-Q 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.
Media Contact
Henry Wong
Chief Marketing and Public Relations Officer
Borealis Foods Inc.
1540 Cornwall Road, Suite 104
Oakville, ON L6J 7W5
(905) 278-2200
FAQ
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