Borealis Foods Inc. 8-K

What Happened Borealis Foods Inc. (BRLS) announced that Nasdaq notified the company on May 21, 2026 that it no longer complies with Nasdaq Listing Rule 5250(c)(1) because the company has not yet filed its Quarterly Report on Form 10‑Q for the quarter ended March 31, 2026 (Q1 2026 Form 10‑Q). This notice supplements a prior Nasdaq notice dated April 17, 2026 regarding the delayed Annual Report on Form 10‑K for the fiscal year ended December 31, 2025 (the Initial Delinquent Filing). The company issued a press release on May 27, 2026 disclosing the Nasdaq notice. Nasdaq said the notice has no immediate effect on the listing or trading of Borealis’s common shares or warrants.

Key Details

• Nasdaq notice received: May 21, 2026; prior notice received: April 17, 2026.
• Rule cited: Nasdaq Listing Rule 5250(c)(1) (timely SEC periodic filings).
• Company deadline to submit plan of compliance to Nasdaq: June 16, 2026.
• If Nasdaq accepts the plan, the company could have up to 180 days from the due date of the Initial Delinquent Filing (until October 12, 2026) to regain compliance.
• Company expects to file the Q1 2026 Form 10‑Q by early June 2026 and believes filing the 2025 Form 10‑K and the Q1 2026 Form 10‑Q will cure the deficiency.

Why It Matters This 8‑K informs investors that Borealis is out of compliance with Nasdaq’s timely‑filing requirement due to delayed SEC reports. While trading is not currently suspended, the company faces a short deadline (June 16) to present a plan to Nasdaq and could be given until October 12, 2026 to regain compliance if the plan is accepted. Investors should watch for the promised filings (the 2025 Form 10‑K and Q1 2026 Form 10‑Q) and any further Nasdaq communications, since failure to regain compliance could ultimately put the company’s Nasdaq listing at risk.