Press Releases April 23, 2026 07:31 PM

Borealis Foods Inc. Receives Expected Notification of Deficiency from Nasdaq Related to Delayed Filing of Annual Report on Form 10-K for Fiscal 2025

Borealis Foods receives Nasdaq deficiency notice over late 2025 10-K filing, plans May submission

By Caleb Monroe BRLS
Borealis Foods Inc. Receives Expected Notification of Deficiency from Nasdaq Related to Delayed Filing of Annual Report on Form 10-K for Fiscal 2025
BRLS

Borealis Foods Inc. announced it received a notification from Nasdaq for non-compliance due to the delayed filing of its 2025 Annual Report on Form 10-K. The company has until June 16, 2026, to submit a plan to regain compliance and intends to file the report by May 2026 to cure the deficiency. The notice does not immediately affect the stock's listing or trading on Nasdaq.

Key Points

  • Borealis Foods failed to timely file the 2025 Form 10-K with the SEC, triggering a Nasdaq deficiency notice under Listing Rule 5250(c)(1).
  • The company must submit a compliance plan by June 16, 2026, with a potential deadline of October 12, 2026, to regain compliance.
  • Borealis Foods is a food science company, and this situation could impact investor confidence in the company’s regulatory adherence and financial transparency.
  • Sectors impacted include the food industry and capital markets, particularly those following Nasdaq-listed stocks.

TORONTO, April 23, 2026 (GLOBE NEWSWIRE) -- Borealis Foods Inc. (Nasdaq: BRLS) (the “Company”) today announced that on April 17, 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 Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”) with the Securities and Exchange Commission (the “SEC”). The Notice has no immediate effect on the listing or trading of the Company's common stock on the Nasdaq Capital Market.

In accordance with Nasdaq's listing rules, the Company has until June 16, 2026 to submit a plan of compliance to Nasdaq addressing how the Company intends to regain compliance with the Listing Rule. If Nasdaq accepts the Company's plan, Nasdaq may grant the Company up to 180 calendar days from the filing's due date, or until October 12, 2026, to regain compliance. The Company intends to file the 2025 Form 10-K as soon as practicable but anticipates no later than May 2026, which the Company believes will cure the deficiency and regain compliance with the Listing Rule.

About Borealis Foods Inc.

Borealis Foods Inc. is a food science company focused on developing and commercializing innovative, nutritious, and affordable food products. The Company's common stock is listed on the Nasdaq Capital Market under the symbol “BRLS.” 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 2025 Form 10-K 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 financial statements and related audit, the Company's ability to file the 2025 Form 10-K 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.

Contact:
Henry Wong
CMO
Borealis Foods
1540 Cornwall Rd
Oakville, ON
(905) 278-2200


Risks

  • Delayed SEC filings may damage investor trust and affect capital raising ability.
  • Failure to regain compliance could lead to Nasdaq delisting, negatively impacting liquidity and stock price.
  • Uncertainties remain around the timing and audit completion of the financial statements, which could postpone compliance further.

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