Borealis Foods Inc. filed an amended current report to update the description of its former auditor’s opinion on its past financial statements. The company confirms that Berkowitz Pollack Brant Advisors + CPAs, LLP resigned after certain capital markets assets were acquired by Carr, Riggs & Ingram, LLC, and that the audit committee approved Carr, Riggs & Ingram as the new independent registered public accounting firm.
The amendment clarifies that the prior auditor’s reports for the years ended December 31, 2024 and 2023 were unqualified but included a going concern emphasis of matter. The auditor highlighted substantial doubt about the company’s ability to continue as a going concern due to a substantial amount of debt coming due within 12 months and a negative cash flow position, along with other conditions described in the financial statement notes. The company states there were no disagreements or reportable events with the former auditor and has filed the former auditor’s letter to the SEC as an exhibit.
Borealis Foods Inc. reported that on January 12, 2026 it received a Nasdaq notice stating the company is not compliant with the rule requiring an annual shareholder meeting within twelve months of fiscal year end. The company has until February 26, 2026 to submit a compliance plan, and Nasdaq may allow until June 29, 2026 to regain compliance by holding the meeting. The notice does not immediately affect the listing of the company’s common shares on Nasdaq.
The company also disclosed an auditor change following Carr, Riggs & Ingram, LLC acquiring certain capital markets assets of Berkowitz Pollack Brant Advisors + CPAs, LLP. BPB resigned as independent registered public accounting firm effective January 13, 2026, and the audit committee approved CRI as the new auditor on January 15, 2026. BPB’s prior audit reports for 2023 and 2024 contained no adverse opinions, and the company reports no disagreements or reportable events with BPB over that period.
Borealis Foods Inc. filed a current report to note that on September 8, 2025 it issued a press release updating its second quarter 2025 financial results and highlighting recent industry recognition. The accolades came from Chefs in America, an independent culinary endorsement organization, and from Food & Beverage Magazine, underscoring external recognition of the company’s products. The press release is furnished as Exhibit 99.1 to this report and the information it contains is treated as furnished rather than filed for securities law purposes.
Borealis Foods Inc. reported that on August 29, 2025 it received a notice from Nasdaq stating the company is not in compliance with the exchange’s audit committee composition rule. The issue arose after director Kanat Mynzhanov resigned from the board, leaving the audit committee with only two independent directors instead of the three required under Nasdaq Listing Rule 5605(c)(2)(A).
The company plans to restore compliance by appointing a new independent director who meets Nasdaq and Exchange Act Rule 10A-3(b)(1) independence standards. Nasdaq has granted a cure period until the earlier of Borealis’ next annual shareholders’ meeting or February 1, 2026 to fix the deficiency. The notice does not immediately affect the listing of Borealis’ common shares on Nasdaq.
Borealis Foods Inc. entered into a related-party financing arrangement as its chairman advanced an aggregate $980,000 to the company and its wholly owned subsidiary between June 5, 2025 and August 14, 2025. On August 15, 2025, these advances were formalized as promissory notes bearing 10% annual interest and are payable on demand, with the company allowed to prepay without penalty. The filing also notes that the CEO’s salary was not paid from February 1, 2025 through the end of the second quarter, and the company recorded $125,000 of accrued payroll expense in Q2 to reflect compensation for services during that period. Together, these items highlight the use of insider funding and deferred executive pay to support the company’s operations.
Borealis Foods Inc. reported interim results showing revenue growth alongside continued losses and significant liquidity pressure. Net revenue was $7,188,269 for the three months and $14,033,939 for the six months ended June 30, 2025, up from $5,325,280 and $13,220,713 in comparable 2024 periods. Gross profit for the three and six months was $514,885 and $1,414,687, respectively. The company recorded consolidated pre-tax losses of $4,586,139 for the quarter and $8,773,727 for the six months, producing basic and diluted loss per share of $(0.21) and $(0.41) for the three- and six-month periods. Total current liabilities were $39,423,539 and total liabilities $66,445,391 as of June 30, 2025, with material related-party notes of $18,854,580 outstanding. The independent auditor expressed substantial doubt about the company’s ability to continue as a going concern and the filing discloses material weaknesses in internal control. Cash equivalents were reported as none at June 30, 2025.