Borealis Foods (BRLS) schedules 2026 virtual meeting and proposal deadlines

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Borealis Foods Inc. is setting its 2026 Annual Meeting of Shareholders for June 29, 2026, to be held in a virtual-only format at 12:30 p.m. Eastern Time. Shareholders of record as of May 26, 2026 will be entitled to receive notice and vote at the meeting.

The company outlines how investors can submit shareholder proposals and director nominations. Proposals for inclusion in proxy materials under Rule 14a-8 and any director nominations or other business under its advance notice by-laws must reach the company’s principal executive offices by May 25, 2026.

8-K Event Classification

2 items: 5.08, 9.01

2 items

Item 5.08 Shareholder Director Nominations Governance

Shareholder nominations for board of directors under proxy access rules. Rarely used -- the underlying SEC rule was vacated.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Annual Meeting date: June 29, 2026 Meeting time: 12:30 p.m. Eastern Time Record date: May 26, 2026 +2 more

5 metrics

Annual Meeting date June 29, 2026 2026 Annual Meeting of Shareholders

Meeting time 12:30 p.m. Eastern Time Virtual-only 2026 Annual Meeting

Record date May 26, 2026 Entitled to notice and voting at Annual Meeting

Proposal deadline May 25, 2026 Rule 14a-8 proposals for inclusion in proxy materials

Advance notice deadline May 25, 2026 Director nominations and other business under by-laws

Key Terms

virtual-only format, Record Date, Rule 14a-8, advance notice provisions, +1 more

5 terms

virtual-only format technical

"The Annual Meeting will be held in a virtual-only format at 12:30 p.m."

An event or meeting held entirely online with no physical location, where participants join via video or web platforms much like choosing a video call instead of meeting in a conference room. For investors this matters because it changes how shareholders access information, ask questions, and cast votes—potentially increasing convenience and lowering costs but also raising concerns about technical access, participation fairness, and the transparency of interactions.

Record Date financial

"Shareholders of record as of the close of business on May 26, 2026 (the “Record Date”)"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

Rule 14a-8 regulatory

"submit proposals for inclusion ... pursuant to Rule 14a-8 under the Securities Exchange Act of 1934"

Rule 14a-8 is a U.S. Securities and Exchange Commission regulation that lets eligible shareholders put proposals on a public company’s proxy ballot for an annual meeting, provided they meet basic ownership and filing requirements. It matters to investors because it creates a formal way to raise governance or strategic issues and force a company-wide vote—like getting an item onto the agenda of a neighborhood association meeting once you’ve lived there long enough—so shareholders can push for change or influence management decisions.

advance notice provisions regulatory

"must comply with the advance notice provisions set forth in the Company’s by-laws"

Advance notice provisions are rules in a company’s bylaws that require shareholders or potential board candidates to give written notice — by a set deadline — before proposing agenda items or nominating directors for a shareholder meeting. Like an RSVP and agenda deadline for a meeting, they help the company plan and prevent last-minute surprises; for investors, they shape the timing and feasibility of shareholder campaigns and influence how quickly governance changes can occur.

proxy materials financial

"proposals for inclusion in the Company’s proxy materials for the Annual Meeting"

Proxy materials are the packet of documents sent to shareholders that explain items to be voted on at a company meeting and include the actual ballot or instructions for casting a vote. Think of them as a voting packet that lays out who’s running the company, major proposals (like pay, mergers, or board changes), and arguments for and against each item. Investors care because those votes shape corporate direction, affect risk and future profits, and can influence share value.

Understanding 8-K Material Events →

05/15/2026 - 04:16 PM

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

May 15, 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 5.08 Shareholder Director Nominations.

Borealis Foods Inc. (the “Company”) has established June 29, 2026 as the date of the Company’s 2026 Annual Meeting of Shareholders (the “Annual Meeting”). The Company did not hold an annual meeting of shareholders during the fiscal year ended December 31, 2025.

The Annual Meeting will be held in a virtual-only format at 12:30 p.m. (Eastern Time) on June 29, 2026. Shareholders of record as of the close of business on May 26, 2026 (the “Record Date”) will be entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. Instructions for accessing the virtual meeting will be included in the Company's proxy materials.

Shareholder Proposals and Director Nominations

Because the Company did not hold an annual meeting of shareholders during the fiscal year ended December 31, 2025, the Company is providing this notice pursuant to Item 5.08 of Form 8-K to inform shareholders of the deadlines for submitting shareholder proposals and director nominations in connection with the Annual Meeting.

Proposals for Inclusion in Proxy Materials (Rule 14a-8). Shareholders who wish to submit proposals for inclusion in the Company’s proxy materials for the Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must deliver such proposals to the Company's principal executive offices no later than May 25, 2026. The Company has determined this to be a reasonable time before it expects to begin to print and send its proxy materials. Any such proposal must comply with the requirements of Rule 14a-8.

Director Nominations and Other Business (Advance Notice By-laws). Shareholders who wish to nominate directors or bring other business before the Annual Meeting outside of the Rule 14a-8 process must comply with the advance notice provisions set forth in the Company’s by-laws. Because the date of the Annual Meeting was not previously disclosed, shareholder nominations and proposals submitted pursuant to the Company's advance notice by-law provisions must be received by the Company no later than the close of business on May 25, 2026, which is the tenth (10th) day following the date on which public announcement of the date of the Annual Meeting is first made.

Any shareholder proposal or director nomination must comply with the applicable requirements of the Company's by-laws and the Exchange Act. The Company’s by-laws are available on the Securities and Exchange Commission's website at www.sec.gov and on the Company's investor relations website. Shareholders may also obtain a copy by writing to:

Borealis Foods Inc.

1540 Cornwall Rd., Suite 104

Oakville, ON L6J 7W5

Attention: Pouneh V. Rahimi, Chief Legal Officer

All shareholder proposals, director nominations and related correspondence should be directed to the address above.

Item 9.01 Financial Statements and Exhibits

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

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 15th day of May 2026.

	BOREALIS FOODS INC.

	By:	/s/ Pouneh Rahimi
Date: May 15, 2026		Pouneh V. Rahimi
		Chief Legal Officer

Source: View Original Filing on SEC EDGAR

FAQ

When is Borealis Foods (BRLS) holding its 2026 Annual Meeting of Shareholders?

Borealis Foods will hold its 2026 Annual Meeting on June 29, 2026, in a virtual-only format at 12:30 p.m. Eastern Time. Shareholders can access the meeting online using instructions provided in the company’s proxy materials.

What is the record date for voting at Borealis Foods’ 2026 Annual Meeting?

The record date is May 26, 2026. Only shareholders of record as of the close of business on that date will be entitled to receive notice of, and vote at, the June 29, 2026 Annual Meeting and any adjournments or postponements.

What is the deadline to submit shareholder proposals under Rule 14a-8 for BRLS?

Shareholders must submit Rule 14a-8 proposals by May 25, 2026. Proposals must be delivered to Borealis Foods’ principal executive offices and comply with Rule 14a-8 requirements to be eligible for inclusion in the company’s 2026 proxy materials.

How can shareholders nominate directors for Borealis Foods’ 2026 Annual Meeting?

Shareholders may nominate directors by following the company’s advance notice by-law provisions and submitting nominations by May 25, 2026. Nominations must meet all by-law and Exchange Act requirements and be sent to the company’s principal executive offices.

Why is Borealis Foods providing Item 5.08 notice for the 2026 Annual Meeting?

Borealis Foods is providing this Item 5.08 notice because it did not hold an annual meeting for the fiscal year ended December 31, 2025. The notice informs shareholders of the June 29, 2026 meeting date and associated proposal and nomination deadlines.

Where should Borealis Foods (BRLS) shareholders send proposals and director nominations?

Shareholders should send proposals, director nominations, and related correspondence to Borealis Foods Inc., 1540 Cornwall Rd., Suite 104, Oakville, ON L6J 7W5, Attention: Pouneh V. Rahimi, Chief Legal Officer, by the applicable May 25, 2026 deadline.

Filing Exhibits & Attachments

4 documents