Borealis Foods Inc. Receives Nasdaq Notice for Late Q2-2026 10-Q

What Happened

• Borealis Foods Inc. (BRLS) announced it received a notice from The Nasdaq Stock Market LLC on August 26, 2026, stating the company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it has not filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 (the Q2-2026 Form 10-Q).
• The notice does not immediately affect the listing or trading of the company’s common shares or warrants. Borealis says the Q2-2026 filing was delayed while it and its independent auditors completed a review of the appropriate accounting treatment for a previously disclosed Conversion Agreement, the conversion contemplated by which requires shareholder approval under Nasdaq rules. The company intends to file the Q2-2026 Form 10-Q promptly after that review.

Key Details

• Notice received: August 26, 2026. Deadline to submit plan of compliance to Nasdaq: October 26, 2026.
• If Nasdaq accepts a compliance plan, the exchange may extend the cure period up to 180 days from the original filing due date—i.e., until February 16, 2027.
• Reason for delay: accounting review with independent auditors regarding the Conversion Agreement that involves a conversion requiring shareholder approval.
• The company disclosed the Nasdaq notice via a press release on September 1, 2026.

Why It Matters

• For investors: trading remains active now, but the company must regain compliance with Nasdaq’s filing rules or face possible delisting if the deficiency is not cured within the allowed timeframe.
• Key items to watch: timely submission of the compliance plan by October 26, 2026; acceptance by Nasdaq and any extension to February 16, 2027; completion and filing of the Q2-2026 Form 10-Q; and outcomes related to the Conversion Agreement and any required shareholder vote, which could affect capitalization.