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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
May 21, 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 Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 2026 (the “Q12026 Form 10-Q”), the Company received, on May 21, 2026, a notice
(the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the
Company has not yet filed the Q12026 Form 10-Q, 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 Shares or Warrants on the
Nasdaq Capital Market.
The Notice supplements the prior notice received by the Company from
Nasdaq on April 17, 2026 (the “Prior Notice”) relating to the Company's delayed Annual Report on Form 10-K for the fiscal
year ended December 31, 2025 (the “2025 Form 10-K” and, as designated by Nasdaq, the “Initial Delinquent Filing”),
as previously disclosed by the Company in its Current Report on Form 8-K filed with the SEC on April 23, 2026.
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 with respect
to both the 2025 Form 10-K and Q12026 Form 10-Q. If Nasdaq accepts the Company's plan, Nasdaq may grant the Company up to 180 calendar
days from the due date of the Initial Delinquent Filing, or until October 12, 2026, to regain compliance. The Company intends to file
the Q12026 Form 10-Q as soon as practicable but anticipates no later than early June 2026, which the Company believes will, together with
the filing of the 2025 Form 10-K, cure the deficiency and regain compliance with the Listing Rule.
Item 7.01. Regulation FD Disclosure.
On May 27, 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 Q1-2026 Form 10-Q 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 interim financial statements and related interim review, the Company's ability to file the
Q12026 Form 10-Q 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 May 27, 2026 |
| 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 27 day of May 2026.
| |
BOREALIS FOODS INC. |
| |
|
|
| |
By: |
/s/ Pouneh Rahimi |
| Date: May 27, 2026 |
|
Pouneh V. Rahimi |
| |
|
Chief Legal Officer |
Exhibit 99.1
BOREALIS FOODS INC. RECEIVES EXPECTED
NOTIFICATION OF DEFICIENCY FROM NASDAQ RELATED TO DELAYED FILING OF QUARTERLY REPORT ON FORM 10-Q FOR FISCAL QUARTER ENDED MARCH 31, 2026
Toronto, Ontario, May 27, 2026 – Borealis Foods
Inc. (Nasdaq: BRLS) (the “Company”) today announced that on May 21, 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 Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 (the “Q12026
Form 10-Q”) with the Securities and Exchange Commission (the “SEC”). The Notice supplements the prior notice received
by the Company from Nasdaq on April 17, 2026 relating to the Company's delayed Annual Report on Form 10-K for the fiscal year ended December
31, 2025 (the “2025 Form 10-K”), as previously disclosed. The Notice has no immediate effect on the listing or trading
of the Company's Common Shares or Warrants 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 with respect to both the 2025 Form 10-K and Q12026 Form 10-Q. If Nasdaq accepts the Company's plan, Nasdaq may grant the Company
up to 180 calendar days from the due date of the 2025 Form 10-K, or until October 12, 2026, to regain compliance. The Company intends
to file the Q12026 Form 10-Q as soon as practicable, and currently expects to do so no later than early June 2026, which the Company believes,
together with the filing of the 2025 Form 10-K, will cure the deficiency and regain compliance with the Listing Rule.
About Borealis Foods Inc.
Borealis Foods Inc. is a food technology company focused
on developing and commercializing innovative, nutritious, and affordable food products. The Company's Common Shares and Warrants are listed
on the Nasdaq Capital Market under the symbols “BRLS” and “BRLSW,” respectively. 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
Q12026 Form 10-Q 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 interim financial statements and related interim review, the Company's ability to file the
Q12026 Form 10-Q 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.
