8-K: Borealis Foods Receives Nasdaq Deficiency Notice

Borealis Foods Inc. announced it received a deficiency notice from Nasdaq for failing to file its Q1 2026 quarterly report, impacting its continued listing status.

Summary

• Borealis Foods Inc. received a notice from Nasdaq on May 21, 2026, stating it is not in compliance with Nasdaq Listing Rule 5250(c)(1) due to the delayed filing of its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 (Q12026 Form 10-Q).
• This notice supplements a previous notification received on April 17, 2026, regarding the delayed filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
• The company has until June 16, 2026, to submit a plan of compliance to Nasdaq.
• If Nasdaq accepts the plan, the company may have up to 180 days from the original due date of the 2025 Form 10-K (until October 12, 2026) to regain compliance.
• Borealis Foods intends to file the Q12026 Form 10-Q by early June 2026, which it believes will resolve the deficiency along with the filing of the 2025 Form 10-K.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a negative development due to the continued non-compliance with Nasdaq listing rules, although the company has a plan and timeline for resolution.

Positives

• The notice from Nasdaq has no immediate effect on the listing or trading of Borealis Foods' Common Shares or Warrants on the Nasdaq Capital Market.
• The company expects to file the Q12026 Form 10-Q by early June 2026, indicating a near-term resolution.
• Borealis Foods believes that filing both the delayed 2025 Form 10-K and the Q12026 Form 10-Q will cure the deficiency and allow them to regain compliance with Nasdaq listing rules.

Negatives

• The company is not in compliance with Nasdaq Listing Rule 5250(c)(1) due to the failure to timely file its Q12026 Form 10-Q.
• This is a supplemental notice, indicating a persistent issue with timely financial reporting, following a prior notice for the delayed 2025 Form 10-K.

Risks

• Failure to regain compliance with Nasdaq listing rules by the specified deadlines could lead to the delisting of the company's Common Shares and Warrants from the Nasdaq Capital Market.
• Risks related to the completion of the Company's interim financial statements and related interim review could further delay filings.
• The company's ability to regain and maintain compliance with Nasdaq's continued listing requirements is uncertain.

Future Outlook

The company anticipates filing the Q12026 Form 10-Q no later than early June 2026 and believes this, along with the filing of the 2025 Form 10-K, will lead to regaining compliance with Nasdaq listing rules.

Management Comments

• The Company intends to file the Q12026 Form 10-Q as soon as practicable but anticipates no later than early June 2026, which the Company believes will, together with the filing of the 2025 Form 10-K, cure the deficiency and regain compliance with the Listing Rule.

Industry Context

StockSavvy.ai notes that timely financial reporting is a fundamental requirement for maintaining a listing on major exchanges like Nasdaq. Delays can signal internal operational challenges or financial complexities, often leading to increased investor scrutiny and potential stock price volatility.

Stakeholder Impact

• Shareholders: Potential for increased volatility and concern over the company's ability to maintain its Nasdaq listing, which could impact share price and liquidity.
• Creditors: May face increased risk if the company's listing status is jeopardized, potentially affecting its ability to access capital.
• Employees: Uncertainty regarding the company's stability and future prospects.

Next Steps

• Submit a plan of compliance to Nasdaq by June 16, 2026.
• File the Q12026 Form 10-Q by early June 2026.
• File the 2025 Form 10-K.
• Regain compliance with Nasdaq Listing Rule 5250(c)(1) by October 12, 2026, if the plan is accepted.

Key Dates

Recommendation

The filing indicates a procedural issue with Nasdaq compliance due to delayed financial reports. While this creates uncertainty and risk of delisting, the company has provided a timeline for resolution and intends to file the reports soon. Investors should monitor the progress of the compliance plan and the actual filing dates. Until compliance is regained, a 'hold' recommendation is prudent, awaiting further clarity.

Keywords

Nasdaq Listing Rule, Form 8-K, Borealis Foods, Delinquent Filing, Plan of Compliance, Form 10-Q, Form 10-K, SEC Filing