8-K: Borealis Foods Faces Nasdaq Delisting Warning, Changes Auditor

Borealis Foods Inc. received a Nasdaq notice for failing to hold its annual shareholder meeting and appointed a new independent accounting firm.

Summary

• Borealis Foods Inc. received a notice from Nasdaq on January 12, 2026, indicating non-compliance with Listing Rule 5620(a) for not holding an annual meeting of shareholders within twelve months of its fiscal year end.
• The company has 45 calendar days, until February 26, 2026, to submit a plan to Nasdaq to regain compliance.
• If the plan is accepted, Nasdaq may grant an exception of up to 180 calendar days from its fiscal year end, or until June 29, 2026, to regain compliance by holding its annual meeting of shareholders.
• The company intends to submit a compliance plan within the required timeframe and hold the meeting prior to June 29, 2026.
• The Nasdaq notice has no immediate effect on the listing of the company's common shares or warrants on Nasdaq.
• Effective January 1, 2026, Carr, Riggs & Ingram, LLC (CRI) acquired certain assets related to the capital markets practice of Berkowitz Pollack Brant Advisors + CPAs, LLP (BPB).
• On January 13, 2026, BPB notified the company of their resignation as the independent registered public accounting firm, effective immediately.
• On January 15, 2026, the Audit Committee of the company's Board of Directors approved the appointment of CRI as the new independent registered public accounting firm.
• BPB's audit reports for the fiscal years ended December 31, 2024, and December 31, 2023, did not contain an adverse opinion, disclaimer of opinion, or qualifications.
• There were no disagreements or reportable events between the company and BPB during the fiscal years ended December 31, 2024, and December 31, 2023, and through January 15, 2026.

Sentiment

Score: 4

Explanation: The filing indicates a negative event (Nasdaq non-compliance) which carries delisting risk, but the company has a stated plan to address it. The auditor change is neutral, with no reported disagreements with the previous firm. The overall sentiment is cautious due to the compliance issue.

Positives

• The previous independent auditor, Berkowitz Pollack Brant Advisors + CPAs, LLP (BPB), issued clean audit reports for fiscal years ended December 31, 2024, and December 31, 2023, without adverse opinions, disclaimers, or qualifications.
• There were no disagreements or reportable events with BPB during their tenure.
• The company intends to submit a compliance plan to Nasdaq and regain compliance with listing rules by holding its annual meeting.

Negatives

• Received a notice from Nasdaq on January 12, 2026, for non-compliance with Listing Rule 5620(a) due to failure to hold an annual meeting of shareholders within twelve months of the fiscal year end.
• The non-compliance introduces a risk of delisting from Nasdaq if the company fails to regain compliance within the stipulated timeframe.

Risks

• Potential delisting of common shares and warrants from the Nasdaq Capital Market if the company fails to submit an acceptable compliance plan or does not hold its annual meeting by June 29, 2026.
• Reputational damage and reduced investor confidence due to non-compliance with Nasdaq's continued listing requirements.

Future Outlook

The company intends to submit a compliance plan to Nasdaq within the required timeframe and, subject to Nasdaq's acceptance, regain compliance by holding its annual meeting of shareholders prior to June 29, 2026.

Management Comments

• "The Company intends to submit a compliance plan within the required timeframe and, subject to Nasdaq’s acceptance of such plan, regain compliance with Nasdaq’s continued listing requirements by holding a meeting of shareholders prior to June 29, 2026."

Industry Context

Companies listed on major exchanges like Nasdaq are subject to strict corporate governance rules, including timely annual shareholder meetings and maintaining an independent auditor. Non-compliance can lead to delisting, impacting investor confidence and access to capital markets. Changes in accounting firms are common, especially following mergers or acquisitions within the accounting industry, but require careful disclosure to ensure continuity and transparency.

Comparison to Industry Standards

• Nasdaq Listing Rule 5620(a) requires listed companies to hold an annual meeting of shareholders within twelve months of their fiscal year end, a standard practice across major exchanges globally to ensure shareholder engagement and oversight.
• The appointment of a new independent registered public accounting firm, Carr, Riggs & Ingram, LLC (CRI), following the resignation of Berkowitz Pollack Brant Advisors + CPAs, LLP (BPB) due to an acquisition, aligns with standard corporate practices for maintaining audit independence and financial oversight.
• The clean audit reports from BPB for 2023 and 2024, without adverse opinions or qualifications, indicate that the company's financial statements were prepared in accordance with accounting principles, which is a baseline expectation for publicly traded companies.

Corporate Governance

Stakeholder Impact

• Shareholders face uncertainty regarding the company's continued listing on Nasdaq and potential delisting risk. The delay in the annual meeting also postpones opportunities for shareholder engagement and voting on key matters.
• Investors may view the non-compliance as a governance weakness, potentially impacting investment decisions and stock valuation.
• Regulatory Authorities (Nasdaq, SEC) will scrutinize the company's actions to ensure compliance with listing rules, requiring prompt action and transparent disclosure.

Next Steps

• Submit a plan to Nasdaq to regain compliance by February 26, 2026.
• Hold an annual meeting of shareholders prior to June 29, 2026, to regain compliance.
• File a letter from the former auditor (BPB) as Exhibit 16.1 to an amendment to this Form 8-K, confirming agreement with the company's disclosures regarding the auditor change.

Key Dates

Keywords

Borealis Foods, BRLS, Nasdaq, delisting, annual meeting, shareholder meeting, auditor change, independent registered public accounting firm, Form 8-K, corporate governance, compliance