Borealis Foods gets Nasdaq extension to hold meeting
Borealis Foods Inc. received notice from Nasdaq on March 2, 2026 that its plan to regain compliance with Nasdaq Listing Rule 5620(a) has been accepted.
Rhea-AI Filing Summary
Borealis Foods Inc. received notice from Nasdaq on March 2, 2026 that its plan to regain compliance with Nasdaq Listing Rule 5620(a) has been accepted. This rule requires the company to hold an annual meeting of shareholders within twelve months of its fiscal year end.
Nasdaq granted Borealis Foods an extension until May 31, 2026 to regain compliance by holding its annual shareholder meeting, where shareholders must be able to discuss company affairs with management and, if required, elect directors. If the company does not meet these terms, Nasdaq may issue a delisting notice, which Borealis could then appeal to a Nasdaq Hearings Panel.
Positive
- None.
Negative
- Nasdaq listing at risk if deadline is missed: Borealis Foods must hold its annual shareholder meeting by May 31, 2026 to regain compliance with Nasdaq Listing Rule 5620(a), or Nasdaq Staff may move to delist its securities, subject to a potential appeal to a Hearings Panel.
Insights
Nasdaq grants Borealis time to fix a listing-rule lapse, but delisting risk remains if the deadline is missed.
Borealis Foods has fallen out of compliance with Nasdaq Listing Rule 5620(a) because it did not hold an annual meeting within twelve months of its fiscal year end. Nasdaq has reviewed the company’s submitted plan and granted an extension to regain compliance by holding the meeting by May 31, 2026.
The correspondence notes the company’s own explanation that its inability to hold the meeting arose from its financial condition and that it is actively pursuing financing. While the extension avoids immediate delisting, failure to hold the meeting by the deadline would lead Staff to issue a delisting notice, which the company could appeal to a Hearings Panel.
For investors, this development highlights both ongoing listing compliance pressure and an explicit time frame to resolve it. The outcome will depend on Borealis Foods successfully organizing the annual meeting by May 31, 2026 under the terms set by Nasdaq.
8-K Event Classification
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Why is Borealis Foods (BRLS) out of compliance with Nasdaq Listing Rule 5620(a)?
What extension did Nasdaq grant Borealis Foods (BRLS) on March 2, 2026?
What must happen at Borealis Foods’ annual meeting to satisfy Nasdaq’s rule?
What are the consequences if Borealis Foods (BRLS) misses the May 31, 2026 deadline?
How did Borealis Foods explain its failure to hold the annual meeting on time?
What role does Nasdaq’s Hearings Panel play for Borealis Foods (BRLS)?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
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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 | ||
| 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.
On March 2, 2026, Borealis Foods Inc. (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that Nasdaq has reviewed and accepted the Company’s plan to regain compliance with Nasdaq Listing Rule 5620(a), which requires listed companies to hold an annual meeting of shareholders within twelve months of the end of their fiscal year.
As previously disclosed in the Company’s Current Report on Form 8-K filed on January 16, 2026, the Company was notified on January 12, 2026 that it was not in compliance with Nasdaq Listing Rule 5620(a). In the March 2, 2026 letter, Nasdaq granted the Company an extension until May 31, 2026 to regain compliance with the rule by holding an annual meeting of shareholders.
If the Company does not regain compliance by May 31, 2026, Nasdaq has indicated that it will issue a written notice of delisting, at which time the Company may appeal Nasdaq’s determination to a Nasdaq Hearings Panel. The Company intends to regain compliance within the extension period.
A copy of the Nasdaq letter dated March 2, 2026 is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d): The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 99.1 | Letter from The Nasdaq Stock Market LLC, dated March 2, 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 6th day of March, 2026.
| BOREALIS FOODS INC. | ||
| By | /s/ Pouneh V. Rahimi | |
| Date: March 6, 2026 | Pouneh V. Rahimi | |
| Chief Legal Officer | ||
2
Exhibit 99.1
 |
 |
By Electronic Delivery to: prahimi@borealisfoods.com
March 2, 2026
Ms. Pouneh V. Rahimi
Chief Legal Officer
Borealis Foods Inc.
1540 Cornwall Rd., Suite 104
Oakville, ON L6J 7W5
| Re: | Borealis Foods Inc. (the “Company”) Nasdaq Symbol: BRLS |
Dear Ms. Rahimi:
On January 12, 2026, Staff notified the Company that it did not comply with Listing Rule 5620(a) (the “Rule”), which requires that it hold an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year end. Based on our review of the materials submitted on January 26, 2026, Staff has determined to grant the Company an extension to regain compliance with the Rule, as described below.
As stated in the Company’s plan of compliance, the inability to hold an annual meeting arose from the Company’s financial condition. According to the Submission, the Company is actively pursuing financing and expects to hold its annual meeting by the end of May 2026.
Staff has determined to grant the Company an extension until May 31, 2026 to regain compliance with the Rule by holding an annual meeting of shareholders. At the annual meeting, shareholders must be afforded the opportunity to discuss Company affairs with management and, if required by the Company’s governing documents, to elect directors. In the event the Company does not satisfy the terms, Staff will provide written notification that its securities will be delisted. At that time, the Company may appeal Staff’s determination to a Hearings Panel.
If you have any questions, please contact me at +1 202 4415613.
Sincerely,
| /s/ Ellen Ignacio |
Ellen Ignacio
Listing Analyst
Nasdaq Listing Qualifications
