Borealis Foods flagged by Nasdaq for late 10-Q
Rhea-AI Filing Summary
Borealis Foods Inc. (BRLS) disclosed that it received a deficiency notice from Nasdaq on August 26, 2026 because it has not yet filed its Quarterly Report on Form 10‑Q for the quarter ended June 30, 2026, resulting in noncompliance with Nasdaq Listing Rule 5250(c)(1).
The notice does not immediately affect the listing or trading of Borealis Foods’ common shares or warrants on the Nasdaq Capital Market. The company has until October 26, 2026 to submit a plan of compliance, and, if accepted, Nasdaq may allow up to February 16, 2027 for Borealis Foods to regain compliance. Management states the 10‑Q delay arises from a review with its independent auditors of the accounting treatment for a previously disclosed Conversion Agreement, which is subject to shareholder approval under Nasdaq rules, and it intends to file the 10‑Q promptly after this review is completed.
Positive
- None.
Negative
- Nasdaq noncompliance notice for late 10‑Q filing: Borealis Foods has not timely filed its Q2‑2026 Form 10‑Q, triggering a Nasdaq Listing Rule 5250(c)(1) deficiency notice. The company must submit a compliance plan by October 26, 2026, with potential delisting risk if it does not regain compliance by February 16, 2027.
8-K Event Classification
3 items: 3.01, 7.01, 9.01
3 items
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, failed to satisfy a continued-listing rule or standard, or transferred its listing.
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, or exhibit attachments filed with this report.
Key Figures
Date of Nasdaq deficiency notice: August 26, 2026
Compliance plan due date: October 26, 2026
Outside date to regain compliance: February 16, 2027
+2 more
5 metrics
Date of Nasdaq deficiency notice
August 26, 2026
Date Nasdaq notified Borealis Foods of noncompliance with Listing Rule 5250(c)(1)
Compliance plan due date
October 26, 2026
Deadline for Borealis Foods to submit a plan of compliance to Nasdaq
Outside date to regain compliance
February 16, 2027
Latest date Nasdaq may allow for the company to regain compliance if its plan is accepted
Quarter covered by delayed Form 10‑Q
Quarter ended June 30, 2026
Fiscal quarter for which the Form 10‑Q has not yet been filed
Nasdaq Listing Rule
Rule 5250(c)(1)
Rule requiring timely filing of all required periodic reports with the SEC
Key Terms
Nasdaq Listing Rule 5250(c)(1), plan of compliance, Conversion Agreement, Regulation FD Disclosure, +1 more
5 terms
Nasdaq Listing Rule 5250(c)(1) regulatory
"the Company no longer complies with Nasdaq Listing Rule 5250(c)(1)"
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.
plan of compliance regulatory
"the Company has until October 26, 2026 to submit a plan of compliance"
A plan of compliance is a formal roadmap a company creates to fix regulatory or legal problems, listing the steps, timelines and responsible parties needed to meet official rules. Investors care because it indicates how quickly and effectively a company can stop penalties, restore trust and return to normal operations—much like a repair plan for a house that shows when rooms will be fixed and how much it will cost.
Conversion Agreement financial
"review ... of the appropriate accounting treatment of the Company’s previously disclosed Conversion Agreement"
A conversion agreement is a contract that lets one kind of financial instrument—such as a loan, bond, or preferred share—be exchanged for common stock under set terms. Think of it like a coupon that can be traded in for ownership shares at a pre-agreed rate; investors care because it changes how many shares exist and who controls the company, which can dilute existing owners, alter valuation, and affect potential returns.
Regulation FD Disclosure regulatory
"Item 7.01. Regulation FD Disclosure. On September 1, 2026, the Company issued"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
forward-looking statements regulatory
"This press release contains forward-looking statements within the meaning of Section 27A"
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.
FAQ
Why did Borealis Foods Inc. (BRLS) receive a Nasdaq deficiency notice?
Borealis Foods received a Nasdaq deficiency notice on August 26, 2026 because it did not timely file its Quarterly Report on Form 10‑Q for the quarter ended June 30, 2026, causing noncompliance with Nasdaq Listing Rule 5250(c)(1) on timely periodic filings.
Does the Nasdaq deficiency notice immediately affect BRLS stock or warrant trading?
No. The company states the Nasdaq notice has no immediate effect on the listing or trading of its Common Shares or Warrants on the Nasdaq Capital Market. The securities continue to trade while Borealis Foods works to regain compliance.
What deadlines does Borealis Foods (BRLS) face to regain Nasdaq compliance?
Borealis Foods has until October 26, 2026 to submit a plan of compliance to Nasdaq. If Nasdaq accepts the plan, the company may have up to February 16, 2027 to file the delayed Q2‑2026 Form 10‑Q and regain compliance.
Why is Borealis Foods’ Q2‑2026 Form 10‑Q delayed?
The Q2‑2026 Form 10‑Q was delayed to complete a review, with the company’s independent auditors, of the appropriate accounting treatment of a previously disclosed Conversion Agreement. The associated conversion is subject to shareholder approval under applicable Nasdaq Listing Rules.
What does Borealis Foods (BRLS) say about when it will file the delayed 10‑Q?
Borealis Foods states that it intends to file the Q2‑2026 Form 10‑Q promptly upon completion of the accounting review of the Conversion Agreement with its independent auditors. The timing depends on finishing that review.
What disclosure did Borealis Foods (BRLS) make under Regulation FD?
On September 1, 2026, Borealis Foods issued a press release, furnished as Exhibit 99.1, describing the Nasdaq deficiency notice, the reason for the late Q2‑2026 Form 10‑Q filing, and the timelines available to regain compliance. This information was furnished under Regulation FD.
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