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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.
Borealis Foods Inc. (BRLS) reported strong momentum in its U.S. K–12 school foodservice channel. Preliminary revenue from this channel for the six months ended June 30, 2026 increased 110% compared with the same period in 2025, based on unaudited channel-level data that remains subject to adjustment.
The company has expanded its reach to more than 20,000 schools across approximately 2,500 school districts, with school products shipped over the past 12 months through 106 distributors in 40 states. Management highlights U.S. K–12 institutional foodservice as a key national growth channel supported by its U.S. manufacturing platform.
Borealis Foods Inc. filed Amendment No. 1 to its annual report for the year ended December 31, 2025. The change is narrowly focused on responding to a July 15, 2026 SEC Division of Corporation Finance comment letter and updating the independent auditors’ reports. The underlying 2025 and 2024 financial statements, notes, and other disclosures remain unchanged.
The 2025 audit report by Carr, Riggs & Ingram, L.L.C. now explicitly identifies Borealis Foods Inc. and Subsidiaries and includes an emphasis paragraph stating that a substantial amount of debt coming due within the next 12 months and a negative cash flow position raise substantial doubt about the company’s ability to continue as a going concern. The 2024 report by Berkowitz Pollack Brant similarly includes a going‑concern paragraph and a critical audit matter on the February 7, 2024 reverse recapitalization with Oxus Acquisition Corp. As context, the aggregate market value of Common Shares held by non‑affiliates was about $37.9 million based on a $5.91 share price on April 15, 2025, and 21,463,306 Common Shares were outstanding as of the amendment date.
Alta Partners LLC filed an amended Schedule 13G reporting beneficial ownership of 1,743,558 Borealis Foods Inc. Class A ordinary shares, all issuable upon exercise of warrants, representing 7.53% of this class as of 06/30/2026.
Alta Partners holds sole voting and sole dispositive power over all 1,743,558 shares and no shared voting or dispositive power.
Borealis Foods Inc. has received a Nasdaq notice that its Market Value of Listed Securities has been below the required $35,000,000 minimum for 30 consecutive business days, putting its Nasdaq Capital Market listing at risk.
The company has 180 calendar days, until December 29, 2026, to regain compliance by having its market value close at or above $35,000,000 for at least ten consecutive business days, and potentially up to twenty at Nasdaq’s discretion. The common shares remain listed for now, but any delisting of the common shares would also remove the company’s warrants from Nasdaq. Borealis plans to monitor its market value and consider options to regain compliance, while cautioning that there is no assurance it will succeed.
Borealis Foods Inc. reported Q1 2026 net revenue of $7.37 million, up 8% from $6.85 million a year earlier, but remained unprofitable. Gross profit was $0.84 million (11% margin) and net loss narrowed to $3.51 million from $4.19 million as SG&A fell 24% to $2.90 million.
Operating cash outflow improved to only $0.12 million, and Adjusted EBITDA was a smaller loss of $0.18 million versus $0.56 million. However, the balance sheet is highly leveraged: as of March 31, 2026, cash was $0.48 million, total liabilities were $73.65 million versus $50.95 million of assets, and working capital deficit was about $65.02 million.
Subsequent events reshaped the capital structure. A $17.0 million term loan from major shareholder Oxus Capital refinanced the FrontWell facility, and a separate $3.0 million unsecured convertible note was issued. A Conversion Agreement could automatically turn approximately $29.1 million of related-party debt plus $4.3 million of interest into equity if a $70 million equity raise at $9.00 per share is not completed by July 1, 2026. Management concludes that substantial doubt about the company’s ability to continue as a going concern persists.
Borealis Foods Inc. reported the results of its 2026 annual shareholder meeting. Shareholders representing 12,845,650 shares, or 59.8% of outstanding common stock as of the record date, were present, establishing a quorum.
All eight director nominees, including Barthelemy Helg, Reza Soltanzadeh and Ertharin Cousin, were elected with roughly 12.67 million votes cast in favor for each and minimal withheld votes, alongside broker non-votes. Shareholders also approved the appointment of Carr, Riggs & Ingram LLC as the independent registered public accounting firm for the year ending December 31, 2026, with 12,834,728 votes for and 10,922 withheld.
Borealis Foods Inc. director Mynzhanov Pavel has reported his initial holdings. He directly owns 930 Common Shares and also holds Warrants that can be exercised to acquire 930 Common Shares at an exercise price of $11.5000 per share, expiring on February 7, 2029.
Borealis Foods Inc. director files initial ownership report. Algaziyeva Zaure, a director of Borealis Foods Inc. (BRLS), has filed a Form 3 as an initial statement of beneficial ownership. The filing does not list any stock or option transactions and shows no reported holdings or derivative positions.