Borealis Foods Inc. Investor Update

Here's an updated look at recent developments concerning Borealis Foods Inc., the company behind those convenient frozen meals. We'll break down the key events and what they mean for you as an investor, cutting through the jargon to provide clear insights.

Key Events and Their Significance for Borealis Foods Inc.

Borealis Foods Inc. recently faced two significant corporate events that warrant investor attention: a warning from Nasdaq regarding its listing status and a change in its independent auditing firm.

1. Nasdaq Warning: A Missed Shareholder Meeting

• Event Description: On January 12, 2026, Nasdaq, the stock exchange where Borealis Foods' shares trade, notified the company of a compliance issue. Borealis Foods had failed to hold its annual shareholder meeting within 12 months of its fiscal year-end, violating Nasdaq Listing Rule 5620(a).
• Event Date/Timeline: Nasdaq sent the notice on January 12, 2026. Borealis Foods has 45 calendar days from this date (until February 26, 2026) to submit a plan to Nasdaq. If Nasdaq accepts the plan, it may grant the company an extension of up to 180 calendar days from its fiscal year-end (until June 29, 2026) to hold the meeting.
• Impact Assessment: Annual meetings are crucial for good corporate governance. They allow shareholders to vote on key issues, elect directors, and interact with management. Missing this deadline raises concerns about Borealis Foods' internal controls and regulatory compliance. While the company's public disclosure (an 8-K filing) doesn't explain the delay, this oversight can erode investor confidence and suggest management lacks attention to detail. If Borealis Foods fails to resolve this issue, Nasdaq could delist its shares, severely limiting their tradability and investor access. The company, however, plans to submit a compliance plan and hold the meeting within the required timeframe.

2. Auditor Change: A Smooth Transition Due to Acquisition

• Event Description: Borealis Foods also changed its independent auditor. On January 13, 2026, Berkowitz Pollack Brant Advisors + CPAs, LLP (BPB) resigned. This wasn't due to any disagreements with Borealis Foods on accounting principles, auditing procedures, or the scope or integrity of their audits. Instead, it stemmed directly from Carr, Riggs & Ingram, LLC (CRI) acquiring a portion of BPB's practice on January 1, 2026. After BPB's resignation, Borealis Foods quickly appointed CRI as its new independent registered public accounting firm.
• Event Date/Timeline: The acquisition that prompted the change happened on January 1, 2026. BPB resigned on January 13, 2026, and Borealis Foods appointed CRI on January 15, 2026.
• Impact Assessment: Independent auditors are vital for reliable and transparent financial statements. While an unexpected auditor change can sometimes signal financial problems or disputes, Borealis Foods explicitly confirmed no disagreements with BPB regarding accounting principles, practices, financial statement disclosure, or auditing scope. This reassures investors that the transition is procedural, not a warning sign for financial reporting integrity. CRI will now audit the company's financial statements. Borealis Foods will also file a letter from BPB, publicly confirming the absence of disagreements and boosting transparency.

Financial Impact:

This filing does not immediately quantify the direct financial impact of either the Nasdaq non-compliance notice or the auditor change.

• Nasdaq Warning: While the notice carries no immediate financial penalty, failing to regain compliance could result in Nasdaq delisting the company's shares. Delisting would severely hurt the stock's liquidity and marketability, potentially slashing its market value and making it harder for Borealis Foods to raise future capital.
• Auditor Change: Because an acquisition caused the auditor change, and Borealis Foods confirmed no disagreements over accounting principles or practices, we do not expect a direct negative financial impact on the company. The filing does not disclose any material administrative costs for this transition.

Key Takeaways for Investors:

• Governance Watch: The missed annual meeting represents a serious governance lapse. While Borealis Foods has a clear path to compliance, investors should closely track its progress in submitting the plan and holding the meeting. Ongoing governance problems can erode investor confidence, potentially harming the company's stock valuation and future capital-raising efforts.
• Auditor Change is Reassuring: The explanation for the auditor change, particularly the "no disagreements" statement, offers reassurance. It suggests this transition does not compromise the integrity of the company's financial reporting.
• Stay Informed: Investors should watch for Borealis Foods' announcements about its annual meeting date and Nasdaq compliance status. The company typically releases these updates in subsequent SEC filings (like 8-K, 10-K, 10-Q) and press releases. While these events don't directly affect Borealis Foods' operations or immediate financial performance, robust corporate governance and dependable financial oversight are crucial for long-term investor value.