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Borealis Foods (BRLS) gets Nasdaq deficiency notice over delayed 2025 Form 10-K

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Borealis Foods Inc. received a Nasdaq deficiency notice on April 17, 2026 because it has not yet filed its Annual Report on Form 10-K for the year ended December 31, 2025, as required by Nasdaq Listing Rule 5250(c)(1).

The notice does not immediately affect the listing or trading of Borealis’s common shares on the Nasdaq Capital Market. The company has until June 16, 2026 to submit a compliance plan and could receive up to October 12, 2026 to regain compliance. Borealis plans to file the delayed 2025 Form 10-K by May 2026, which it believes will resolve the issue.

Positive

  • None.

Negative

  • Nasdaq non-compliance notice: Borealis Foods is not in compliance with Nasdaq Listing Rule 5250(c)(1) due to its delayed 2025 Form 10-K, introducing listing-status risk if the delay is not resolved within Nasdaq’s compliance window.

Insights

Nasdaq flags a filing delay; listing remains active while Borealis works to catch up.

Borealis Foods has fallen out of compliance with Nasdaq Listing Rule 5250(c)(1) because its 2025 Form 10-K is late. This is a formal step in Nasdaq’s process but, as stated, has no immediate impact on trading of the company’s common shares.

The company must submit a plan to Nasdaq by June 16, 2026. If accepted, Nasdaq may allow until October 12, 2026 to regain compliance. Borealis says it intends to file the 2025 Form 10-K by May 2026, so the situation largely hinges on completing its financial statements and audit work on that timeline.

The key dependency is timely completion of the 2025 Form 10-K and any related audit procedures. Future disclosures in company filings may clarify whether Nasdaq accepts the compliance plan or if additional listing actions become relevant.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Compliance plan deadline June 16, 2026 Date by which Borealis must submit a plan to Nasdaq
Potential final compliance date October 12, 2026 Latest date Nasdaq may allow to regain compliance
Anticipated 2025 Form 10-K filing timing May 2026 Company’s stated target to file delayed annual report
Fiscal year-end for delayed report December 31, 2025 Year-end covered by the late Form 10-K
Notice date from Nasdaq April 17, 2026 Date Nasdaq informed Borealis of non-compliance
Nasdaq Listing Rule 5250(c)(1) regulatory
"the Company is 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.
Annual Report on Form 10-K regulatory
"due to the Company's failure to timely file its Annual Report on Form 10-K for the fiscal year ended"
An annual report on Form 10‑K is a required, comprehensive filing that publicly traded companies give to regulators and investors summarizing their business, results of operations, detailed financial statements reviewed by independent auditors, material risks, legal issues and management’s discussion of performance. Investors use it like a company’s year‑end report card and medical checkup: it reveals how the business made money, where it is vulnerable, and the facts needed to compare value, judge risk and make informed investment decisions.
continued listing requirements regulatory
"the Company's ability to regain and maintain compliance with Nasdaq's continued listing requirements"
Rules a stock exchange sets that a publicly traded company must keep meeting to stay listed and tradable on that exchange, such as minimum share price, market value, timely financial reports, and basic governance practices. Like a club’s membership rules, they matter because falling short can lead to warnings, penalties or removal from the exchange, which can cut liquidity, hurt share value and increase the risk for investors.
forward-looking statements regulatory
"This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

April 17, 2026

Date of Report (date of earliest event reported)

 

BOREALIS FOODS INC.

(Exact name of registrant as specified in its charter)

 

Ontario   001-40778   98-1638988
(State or other jurisdiction of
incorporation or organization)		   (Commission File Number)   (I.R.S. Employer
Identification Number)

 

1540 Cornwall Rd., Suite 104
Oakville, ON L6J 7W5

(Address of principal executive offices and zip code)

 

(905) 278-2200

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol   Name of each exchange on which registered
Common Shares   BRLS   Nasdaq Capital Market
Warrants   BRLSW   Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

In connection with the Company’s delayed Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”), the Company received, on April 17, 2026, a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the Company has not yet filed the 2025 Form 10-K, the Company no longer complies with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”), which requires companies with securities listed on Nasdaq to timely file all required periodic reports with the Securities and Exchange Commission. 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.

 

Item 7.01. Regulation FD Disclosure.

 

On April 23, 2026, the Company issued a press release disclosing the receipt of the Notice. A copy of the press release is being furnished herewith as Exhibit 99.1.

 

The information furnished in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Cautionary Note Regarding Forward-Looking Statements

 

This Current Report on Form 8-K 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 report, except as required by applicable law.

 

Item 9.01 Financial Statements and Exhibits

 

(d): The following exhibits are being filed herewith:

 

Exhibit No.   Description
99.1   Press Release dated April 23, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 23 day of April 2026.

 

  BOREALIS FOODS INC.
     
  By: /s/ Pouneh V. Rahimi
Date: April 23, 2026   Pouneh V. Rahimi
    Chief Legal Officer

 

2

 

Exhibit 99.1

 

BOREALIS FOODS INC. RECEIVES EXPECTED NOTIFICATION OF DEFICIENCY FROM NASDAQ RELATED TO DELAYED FILING OF ANNUAL REPORT ON FORM 10-K FOR FISCAL 2025

 

Toronto, Ontario, April 23, 2026 – 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.” 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 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.

Media Contact:
Henry Wong
Chief Marketing Officer
Borealis Foods
1540 Cornwall Road
Oakville, ON
(905) 278-2200

 

Source: View Original Filing on SEC EDGAR

FAQ

Why did Borealis Foods (BRLS) receive a Nasdaq deficiency notice?

Borealis Foods received a Nasdaq deficiency notice because it did not timely file its Annual Report on Form 10-K for the year ended December 31, 2025. Nasdaq Listing Rule 5250(c)(1) requires all required periodic SEC reports to be filed on time.

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

The notice has no immediate effect on the listing or trading of Borealis Foods’ common shares on the Nasdaq Capital Market. The company remains listed while it works to file its 2025 Form 10-K and regain compliance with Nasdaq’s continued listing requirements.

What deadlines has Nasdaq given Borealis Foods (BRLS) to regain compliance?

Borealis must submit a plan of compliance to Nasdaq by June 16, 2026. If Nasdaq accepts the plan, the company may have up to 180 days from the filing’s due date, potentially until October 12, 2026, to regain compliance with Listing Rule 5250(c)(1).

When does Borealis Foods expect to file its delayed 2025 Form 10-K?

Borealis Foods states it intends to file its 2025 Form 10-K as soon as practicable and anticipates doing so no later than May 2026. The company believes this filing will cure the deficiency and allow it to regain compliance with Nasdaq’s listing rule.

What risk factors does Borealis highlight regarding the delayed 10-K and Nasdaq compliance?

The company cites risks related to completing its financial statements and audit, filing the 2025 Form 10-K within the anticipated timeframe, and regaining and maintaining compliance with Nasdaq’s continued listing requirements, as well as other risks described in its SEC filings.

Filing Exhibits & Attachments

5 documents

Press Releases

Other Documents