0001852973FALSE00018529732024-11-142024-11-140001852973us-gaap:CommonStockMember2024-11-142024-11-140001852973us-gaap:WarrantMember2024-11-142024-11-14
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
November 14, 2024
Date of Report (date of earliest event reported)
___________________________________
BOREALIS FOODS INC.
(Exact name of registrant as specified in its charter)
___________________________________
| | | | | | | | |
Ontario (State or other jurisdiction of incorporation or organization) | 001-40778 (Commission File Number) | 98-1638988 (I.R.S. Employer Identification Number) |
1540 Cornwall Rd., Suite 104 Oakville, ON L6J 7W5 |
(Address of principal executive offices and zip code) |
(905) 278-2200 |
(Registrant's telephone number, including area code) |
___________________________________
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.
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 Conditions
On November 14, 2024, Borealis Foods Inc. published a press release to report its financial results for the third quarter ended September 30, 2024. The press release is furnished with this report 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
(d): The following exhibits are being filed herewith:
| | | | | | | | |
| Exhibit No. | | Description |
| 99.1 | | |
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.
| | | | | | | | |
| BOREALIS FOODS INC. |
| |
Date: November 14, 2024 | By | /s/ Pouneh V. Rahimi |
| | Pouneh V. Rahimi |
| | Chief Legal Officer |
| | |