Borealis Foods Inc. 8-K

What Happened

• Borealis Foods Inc. announced it received a Nasdaq Listing Qualifications notice on January 12, 2026 saying it is not in compliance with Nasdaq Listing Rule 5620(a) because it failed to hold an annual shareholders’ meeting within 12 months of its fiscal year end. The company has 45 days (until February 26, 2026) to submit a plan to regain compliance; if accepted, Nasdaq may extend the deadline up to 180 days (until June 29, 2026) for the company to hold the meeting. The notice does not have any immediate effect on the listing of the company’s common shares.
• Separately, the company reported a change in its independent registered public accounting firm. Berkowitz Pollack Brant Advisors + CPAs, LLP (BPB) resigned on January 13, 2026 after certain BPB capital markets practice assets were acquired by Carr, Riggs & Ingram, LLC (CRI) effective January 1, 2026. The Audit Committee approved CRI as Borealis’s new independent auditor on January 15, 2026. BPB’s audit reports for fiscal years ended December 31, 2024 and 2023 were unqualified and contained no disagreements or reportable events.

Key Details

• Nasdaq notice received: January 12, 2026 (Rule 5620(a) annual meeting requirement).
• Compliance plan deadline to Nasdaq: February 26, 2026; possible extension to hold meeting by June 29, 2026 if plan accepted.
• Auditor change: BPB resigned January 13, 2026; CRI appointed January 15, 2026. BPB’s prior audits for 2023 and 2024 were clean.
• Nasdaq notice letter is filed as Exhibit 99.1 to the 8-K.

Why It Matters

• For investors, the Nasdaq notice signals a compliance lapse that the company must remedy to avoid potential delisting down the road; however, there is no immediate trading impact from this notice. Acceptance of Borealis’s compliance plan will be key to avoiding escalation.
• The auditor change is administrative following a practice acquisition; prior audits were unqualified and there were no reported disagreements or reportable events, which reduces immediate accounting risk. Investors should watch for further 8-Ks or proxy/meeting announcements confirming the date of the shareholder meeting and any additional updates about Nasdaq’s response.