Borealis Foods Gets Nasdaq Deficiency Notice Over Late Q2 10-Q
Borealis Foods says a review of the accounting treatment of its Conversion Agreement delayed its second-quarter report, triggering a Nasdaq compliance notice.
Borealis Foods Inc. (BRLS) said it received a notice from The Nasdaq Stock Market on August 26, 2026 stating that the company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it failed to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 with the SEC on time. The company described the notification as expected.
The notice has no immediate effect on the listing or trading of the company's common shares or warrants on the Nasdaq Capital Market. Both securities remain listed, trading under the symbols BRLS and BRLSW.
Under Nasdaq's rules, Borealis has until October 26, 2026 to submit a plan of compliance setting out how it intends to remedy the delinquent filing. If Nasdaq accepts that plan, the exchange may grant up to 180 calendar days from the original due date, or until February 16, 2027, to regain compliance.
The company said it was otherwise prepared to file the report on time. The delay stems from the need to complete a review, together with its independent auditors, of the appropriate accounting treatment of its previously disclosed Conversion Agreement, the conversion under which is subject to shareholder approval under applicable Nasdaq listing rules.
Borealis said it intends to file the Q2-2026 Form 10-Q promptly upon completion of that review. The company cautioned that risks remain around completing its interim financial statements and the related review, and around its ability to regain and maintain compliance with Nasdaq's continued listing requirements.
Borealis Foods describes itself as an integrated food technology and manufacturing company focused on nutritious and affordable food products. For investors, the practical consequence is that second-quarter financials are unavailable until the accounting question over the Conversion Agreement is resolved.
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