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Above Food Ingredients Inc. received a Nasdaq Hearings Panel determination to delist its common shares and public warrants after it failed to file audited financial statements and its Form 20-F by the extended deadline under Nasdaq Listing Rules 5250(c)(1) and 5250(c)(2). Trading on Nasdaq is being suspended at the open on June 2, 2026.
The company expects its securities to be quoted on the OTC market under symbols ABVEE for common shares and ABVEWF for warrants, and acknowledges this may materially hurt trading price and volume and make it harder for shareholders to trade. Above Food says it is working to complete its audit, file the Form 20-F and other required documents, and is considering an appeal of the delisting decision and a path to relisting on Nasdaq.
Above Food Ingredients Inc. reports that its audit for the fiscal year ended January 31, 2025 is still in progress and its Annual Report on Form 20‑F has not yet been filed. The company cites a delay partly caused by certain subsidiaries being placed into receivership, which has affected the timing of its consolidated financial statements. Management, the Audit Committee and the independent registered public accounting firm are continuing audit procedures. Above Food states it currently expects to file its Form 20‑F as soon as practicable after the audit is completed and will provide further updates when appropriate.
Above Food Ingredients Inc. filed a Form 6-K to report that Nasdaq has issued a staff determination letter stating the company is not in compliance with Nasdaq Listing Rule 5250(c)(2) because it has delayed filing interim financial statements for the six-month period ended July 31, 2025.
The company states those interim financial statements are already completed and will be filed within one week after it files its audited annual financial statements on Form 20-F. Management says the audit is in its final stages and it anticipates filing the Form 20-F imminently, then promptly filing the interim results to restore full Nasdaq compliance. The letter has no immediate effect on the company’s listing.
Above Food Ingredients Inc. furnished a Form 6-K as a foreign private issuer to provide investors with a company press release. The filing states that a press release dated September 4, 2025 is attached as Exhibit 99.1 and highlights the company’s investor relations website, public filings, and other communications channels.
Arcadia Biosciences reports a passive >5% stake in Above Food Ingredients. Arcadia beneficially owns 2,738,574 shares, representing 5.08% of Above Food Ingredients' common stock based on 51,191,848 shares outstanding as reported by the issuer. Arcadia states it has sole voting and sole dispositive power over those shares and certifies the holdings were not acquired to change or influence control of the issuer. The filing identifies Arcadia as a Delaware corporation and lists the security as common stock (CUSIP 00373V100).