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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 8, 2025

 

BOREALIS FOODS INC.

(Exact name of Registrant as Specified in its Charter)

  

Ontario   001-40778   98-1638988

(State or other jurisdiction of
incorporation or organization)

 

(Commission File Number)

 

(I.R.S. Employer
Identification No.)

 

15040 Cornwall Rd. #104

Oakville, Ontario

 

 

L6J 7W5

(Address of Principal Executive Offices)   (Zip Code)

 

(905) 278-2200

Registrant’s telephone number, including area code

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a.12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Shares   BRLS   Nasdaq Capital Market
Warrants   BRLSW   Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 8.01 Other Events.

 

On September 8, 2025, Borealis Foods Inc. issued a press release providing an update on its second quarter, 2025 financial results and recent accolades from Chefs in America, a long standing independent culinary endorsement organization and Food & Beverage Magazine. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1

 

The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit
Number
  Description
99.1   Press Release, dated September 8, 2025, issued by Borealis Foods Inc.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  BOREALIS FOODS INC.
   
Date: September 9, 2025 By: /s/ Pouneh Rahimi
    Pouneh Rahimi
    Chief Legal Officer

 

 

2

 

 


ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

PRESS RELEASE, DATED SEPTEMBER 8, 2025, ISSUED BY BOREALIS FOODS INC

XBRL SCHEMA FILE

XBRL DEFINITION FILE

XBRL LABEL FILE

XBRL PRESENTATION FILE

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