Form 8-K

8-K — Borealis Foods Inc.

Accession: 0001213900-26-093739

Filed: 2026-08-26

Period: 2026-08-26

CIK: 0001852973

SIC: 2000 (FOOD & KINDRED PRODUCTS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0303368-8k_borealis.htm (Primary)

EX-99.1 — PRESS RELEASE, DATED AUGUST 26, 2026 (ea030336801ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0303368-8k_borealis.htm · Sequence: 1

false

0001852973

2026-08-26

0001852973

BRLS:CommonSharesMember

2026-08-26

0001852973

BRLS:WarrantsMember

2026-08-26

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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

August 26, 2026

Date of Report (date of earliest event reported)

BOREALIS FOODS INC.

(Exact name of registrant as specified in its

charter)

Ontario, Canada

001-40778

98-1638988

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

1540 Cornwall Rd., Suite 104

Oakville, Ontario, Canada L6J 7W5

(Address of principal executive offices and

zip code)

(905) 278-2200

(Registrant’s telephone number, including

area code)

Not Applicable

(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 obligation 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

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 12b-2 of the Exchange Act.

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 2.02 Results of Operations and Financial Condition.

On August 26, 2026, Borealis Foods Inc. (the “Company”)

issued a press release announcing, among other things, that preliminary revenue from the Company’s U.S. K–12 school foodservice

channel for the six months ended June 30, 2026 increased 110% compared with the six months ended June 30, 2025. The preliminary revenue

information is unaudited and is subject to adjustment in connection with the completion of the Company’s financial statements for

the quarter ended June 30, 2026.

A copy of the press release is furnished as Exhibit

99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 2.02, including Exhibit 99.1 attached

hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated

by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific

reference in such filing.

Item 7.01 Regulation FD Disclosure.

On August 26, 2026, the Company issued a press release announcing continued

national expansion in the U.S. K–12 school foodservice market, including that the Company has expanded its presence to more than

20,000 schools, representing approximately 2,500 school districts, and that the Company’s school products have shipped over the

past 12 months through 106 distributors across 40 states. The information regarding preliminary revenue is set forth in Item 2.02 above

and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit

99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed

incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth

by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d): The following exhibits are being furnished

herewith:

Exhibit No.

Description

99.1

Press Release, dated August 26, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly

authorized on this 26th day of August 2026.

BOREALIS FOODS INC.

By:

/s/ Pouneh V. Rahimi

Date: August 26, 2026

Pouneh V. Rahimi

Chief Legal Officer

EX-99.1 — PRESS RELEASE, DATED AUGUST 26, 2026

EX-99.1

Filename: ea030336801ex99-1.htm · Sequence: 2

Exhibit 99.1

Borealis Foods’ U.S. School Foodservice Revenue Increases

110% Year Over Year Amid National Expansion

Expansion to more than 20,000 schools and shipments through 106

distributors across 40 states highlight the growth of institutional foodservice as a national channel

NEW YORK, August 26, 2026 – Borealis Foods Inc. (Nasdaq: BRLS),

a food technology and manufacturing company, today announced continued national expansion in the U.S. K–12 foodservice market, with

preliminary revenue from the channel increasing 110% for the six months ended June 30, 2026 compared with the six months ended June 30,

2025.

Since entering the school foodservice channel, Borealis Foods has expanded

its presence to more than 20,000 schools representing approximately 2,500 school districts. Over the past 12 months, the company’s

school products have shipped through 106 distributors across 40 states, reflecting broader market penetration and an expanding national

distribution network.

The preliminary 110% year-over-year increase in K–12 foodservice

revenue reflects increased adoption within the market and the growing importance of institutional foodservice as a national growth channel

for Borealis Foods. The revenue figure described above is preliminary, is based on the Company’s channel-level results, has not

been audited or reviewed, and is subject to adjustment in connection with the Company’s preparation of its financial statements

for the quarter ended June 30, 2026.

“Our progress in the K–12 market reflects Borealis Foods’

ability to identify large institutional opportunities and scale differentiated food solutions through our U.S. manufacturing platform,”

said Reza Soltanzadeh, Founder and Chief Executive Officer of Borealis Foods. “Revenue growth of 110% year over year, combined with

an expanding distributor network and access to thousands of schools, reflects the momentum we are building in this market.”

The expansion reflects demand from school nutrition programs for foods

that meet nutritional requirements while remaining practical for school kitchens and appealing to students.

The company’s products provide school nutrition teams with flexible

meal options that can be incorporated into soups, stir-fries, salads, bowls and other speed-scratch recipes. This versatility allows school

districts to introduce familiar foods in new ways while supporting operational efficiency and menu variety.

The announcement comes as Borealis Foods participates in the School

Nutrition Association’s 2026 Annual National Conference in Charlotte, North Carolina, where school nutrition professionals have

expressed strong interest in and provided positive feedback regarding the company’s offerings.

“The response from school districts has been outstanding,”

said Amanda Bot, Vice President, K–12 Division. “School nutrition administrators are looking for foods that students will

be excited to see on the menu, but those products must also be practical, versatile and dependable. Our growing presence in this market

reflects our ability to help school foodservice programs address those needs.”

More than 95,000 U.S. schools and institutions participate in the National

School Lunch Program, representing a meaningful long-term opportunity for Borealis Foods as it continues to expand its institutional foodservice

business nationally.

“As adoption continues, we believe this channel can support increased

production volume, greater manufacturing utilization and long-term growth,” Soltanzadeh said. “The national reach we have

established provides a strong foundation for continued expansion.”

About Borealis Foods

Borealis Foods Inc. is a food technology and manufacturing company

focused on developing and commercializing nutritious, affordable and sustainable food products. Through its wholly owned subsidiary, Palmetto

Gourmet Foods, the company develops and manufactures innovative noodle products for retail, foodservice and major food industry partners

from its U.S. production facility in Saluda, South Carolina.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning

of the federal securities laws. Forward-looking statements include statements regarding the Company’s continued expansion in the

K–12 foodservice market, anticipated adoption by school districts and foodservice distributors, the Company’s ability to expand

distribution, increase institutional production volume, improve manufacturing utilization and execute its overall growth strategy. These

statements are based on current expectations and involve risks and uncertainties that could cause actual results to differ materially,

including risks relating to school and distributor purchasing decisions, competitive market conditions, supply chain and production factors,

customer demand, the Company’s liquidity and financing requirements, its ability to maintain compliance with Nasdaq continued listing

requirements, and the other risks described in the Company’s filings with the Securities and Exchange Commission. The Company undertakes

no obligation to update these statements except as required by applicable law.

Media Contact

Henry Wong

Chief Marketing and Public Relations Officer

Borealis Foods Inc.

1540 Cornwall Road, Suite 104

Oakville, ON L6J 7W5

(905) 278-2200

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

Aug. 26, 2026

Document Type

8-K

Amendment Flag

false

Document Period End Date

Aug. 26, 2026

Entity File Number

001-40778

Entity Registrant Name

BOREALIS FOODS INC.

Entity Central Index Key

0001852973

Entity Tax Identification Number

98-1638988

Entity Incorporation, State or Country Code

Entity Address, Address Line One

1540 Cornwall Rd.

Entity Address, Address Line Two

Suite 104

Entity Address, City or Town

Oakville

Entity Address, State or Province

Entity Address, Postal Zip Code

L6J 7W5

City Area Code

905

Local Phone Number

278-2200

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

Common Shares

Title of 12(b) Security

Common Shares

Trading Symbol

BRLS

Security Exchange Name

NASDAQ

Warrants

Title of 12(b) Security

Warrants

Trading Symbol

BRLSW

Security Exchange Name

NASDAQ

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Details

Name:

us-gaap_StatementClassOfStockAxis=BRLS_CommonSharesMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=BRLS_WarrantsMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type: