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Form 8-K

sec.gov
BRLS The article is a Form 8-K filing, which typically reports material events. Without further context on the specific event reported, the sentiment is neutral. BRLSW The article is a Form 8-K filing, which typically reports material events. As this is a warrant, its sentiment is tied to the underlying stock and is currently neutral due to lack of specific information.

8-K — Borealis Foods Inc.

Accession: 0001213900-26-096216

Filed: 2026-09-01

Period: 2026-08-26

CIK: 0001852973

SIC: 2000 (FOOD & KINDRED PRODUCTS)

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0304273-8k_borealis.htm (Primary)

EX-99.1 — PRESS RELEASE DATED SEPTEMBER 1, 2026 (ea030427301ex99-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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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

August

26, 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 June 30, 2026 (the “Q2-2026 Form

10-Q”), the Company received, on August 26, 2026, a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”)

notifying the Company that, because the Company has not yet filed the Q2-2026 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.

In

accordance with Nasdaq’s listing rules, the Company has until October 26, 2026 to submit a plan of compliance to Nasdaq addressing how

the Company intends to regain compliance with the Listing Rule with respect to the Q2-2026 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 Q2-2026 Form 10-Q, or until February 16, 2027, to

regain compliance. The Company was otherwise prepared to file the Q2-2026 Form 10-Q on a timely basis; however, the filing was delayed

by the need to complete a review, together with its independent auditors, of the appropriate accounting treatment of the Company’s

previously disclosed Conversion Agreement, the conversion contemplated by which is subject to shareholder

approval under applicable Nasdaq Listing Rules. The Company intends to file the Q2-2026 Form 10-Q promptly upon completion of

that review.

Item

7.01. Regulation FD Disclosure.

On

September 1, 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 Q2-2026 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 Q2-2026 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 September 1, 2026

104

Cover Page Interactive Data File (embedded within the

Inline XBRL document)

1

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 1st day of September, 2026.

BOREALIS FOODS INC.

By:

/s/ Pouneh

Rahimi

Date: September 1, 2026

Pouneh V. Rahimi

Chief Legal Officer

2

EX-99.1 — PRESS RELEASE DATED SEPTEMBER 1, 2026

EX-99.1

Filename: ea030427301ex99-1.htm · Sequence: 2

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 JUNE 30, 2026

New York, September 1, 2026 – Borealis

Foods Inc. (Nasdaq: BRLS) (the “Company”) today announced that on August 26, 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 June 30, 2026 (the “Q2-2026

Form 10-Q”) with the Securities and Exchange Commission (the “SEC”). 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 October 26, 2026 to submit a plan of compliance to Nasdaq addressing how the Company intends to regain compliance with

the Listing Rule with respect to the Q2-2026 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 Q2-2026 Form 10-Q, or until February 16, 2027, to regain compliance. The Company was otherwise prepared

to file the Q2-2026 Form 10-Q on a timely basis; however, the filing was delayed by the need to complete a review, together with its independent

auditors, of the appropriate accounting treatment of the Company’s previously disclosed Conversion Agreement the conversion contemplated

by which is subject to shareholder approval under applicable Nasdaq Listing Rules. The Company intends to file the Q2-2026 Form 10-Q promptly

upon completion of that review.

About Borealis Foods Inc.

Borealis Foods Inc. is an integrated food technology

and manufacturing 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 Q2-2026 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

Q2-2026 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.

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