Welcome to our dedicated page for Borealis Foods SEC filings (Ticker: BRLS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Borealis Foods Inc. (NASDAQ: BRLS) SEC filings page provides access to the company’s official regulatory disclosures, including annual and quarterly reports, current reports and other documents filed with the U.S. Securities and Exchange Commission. As a food-tech and packaged foods company with operations in ramen and ready-to-eat meals, Borealis uses these filings to report on its financial condition, risk factors, business strategy, and material events.
Investors can review Form 10-K annual reports and Form 10-Q quarterly reports for detailed discussions of revenue from branded ramen and noodle products, cost of goods sold, gross margin trends, and operating expenses related to manufacturing and distribution. These filings also describe Borealis’ positioning as a food science and manufacturing company, its reliance on brands such as Chef Woo, Ramen Express, and Woodles, and its partnerships with major food producers, retailers, and distributors.
Form 8-K current reports are particularly important for BRLS, as they disclose material events such as changes in credit facilities, events of default under loan agreements, and other developments that may affect liquidity and capital structure. Recent 8-K filings, for example, describe events of default and default interest under a credit agreement with a lender and outline the company’s ongoing discussions regarding amendments and alternative financing options.
Through this page, users can also monitor proxy statements and, where applicable, Form 4 insider transaction reports to understand governance and insider activity. Stock Titan’s platform supplements these filings with AI-powered summaries that highlight key points, explain complex sections in plain language, and help readers quickly identify items such as covenant issues, margin trends, or changes in risk disclosures. Real-time updates from EDGAR ensure that new Borealis Foods filings appear promptly, while AI insights make it easier to interpret the implications for BRLS shareholders.
Borealis Foods Inc. entered a new $17.0 million term loan with Oxus Capital to fully repay its existing Frontwell Capital credit facility and support operations. The new loan bears 12% annual interest, matures on April 27, 2031, and begins amortizing in 48 monthly installments starting May 1, 2027, with no cash interest due in the first year.
The company terminated the Frontwell agreement, related forbearance arrangements, account control arrangements, and its Chief Restructuring Officer engagement. A separate Conversion Agreement provides that about $29 million of related-party debt will automatically convert into common shares if Borealis does not complete at least $70 million of equity financings at $9.00 per share on or before July 1, 2026, which would dilute existing shareholders. Oxus will also gain two board seats through designees replacing two current directors.
Borealis Foods Inc. received a Nasdaq deficiency notice on April 17, 2026 because it has not yet filed its Annual Report on Form 10-K for the year ended December 31, 2025, as required by Nasdaq Listing Rule 5250(c)(1).
The notice does not immediately affect the listing or trading of Borealis’s common shares on the Nasdaq Capital Market. The company has until June 16, 2026 to submit a compliance plan and could receive up to October 12, 2026 to regain compliance. Borealis plans to file the delayed 2025 Form 10-K by May 2026, which it believes will resolve the issue.
Borealis Foods Inc. reported receiving a default notice from its lender, Frontwell Capital Partners, after failing to deliver a satisfactory April 9, 2026 repayment plan required under a Forbearance and Amendment Agreement tied to its Credit Agreement. Outstanding obligations under the Credit Agreement were at least $16,116,215.30 as of March 25, 2026. The failure to meet this milestone constitutes a Forbearance Default, giving the lender the right to terminate the forbearance period and accelerate repayment, although it has not yet done so. The forbearance period currently runs through April 27, 2026, while the company evaluates refinancing, capital-raising and other strategic alternatives, and warns there is no assurance it can secure financing or avoid enforcement of lender remedies.
Borealis Foods Inc. ten percent owner Sergii Diachenko bought additional derivative exposure through open-market warrant purchases. Across five trades dated March 5, 18, 20 and 23, he acquired a total of 55,336 warrants at prices around $0.058 per warrant.
Each warrant is exercisable for one share of common stock at a conversion price of $11.50 and expires on February 9, 2029. Following these transactions, his directly held warrant position reported in this filing stands at 3,072,471 warrants.
Borealis Foods Inc. ten percent owner Sergii Diachenko reported multiple open-market purchases of warrants linked to the company’s common stock. Across 30 derivative transactions, he bought 417,131 warrants at per-warrant prices such as $0.0579 and $0.1248.
Each warrant is exercisable for one share of common stock at a conversion price of $11.50 and carries an expiration date of February 9, 2029. Following the most recent purchase on March 3, 2026, Diachenko directly holds 3,017,135 warrants.
Borealis Foods Inc. ten percent owner Sergii Diachenko reported a series of open-market purchases of company warrants. Across 30 transactions between March 5 and October 8, 2024, he bought a total of 407,218 warrants at prices between $0.0498 and $0.1411 per warrant. Each warrant is exercisable for one share of common stock at a $11.50 exercise price and expires on February 9, 2029. Following the most recent purchase, Diachenko directly holds 2,600,004 warrants.
Borealis Foods Inc. insider Sergii Diachenko filed an initial ownership report showing a derivative position in the company. The filing lists directly held warrants to purchase 2,192,786 shares of Common Stock at an exercise price of $11.50 per share.
These warrants are shown with an expiration date of February 9, 2029, and the underlying security is the company’s common stock. The entry is classified as a holding, with no reported buy or sell transaction in this filing.
Borealis Foods Inc. has entered a Forbearance and Amendment Agreement with Frontwell Capital Partners after multiple loan defaults under its 2023 Credit Agreement. As of March 25, 2026, obligations under the facility were at least $16,116,215.30, now bearing interest at the default rate with higher margins.
The lender will temporarily forbear from enforcing remedies only until late April 2026, subject to strict milestones, including installing a Chief Restructuring Officer and delivering a refinancing plan sufficient to fully repay the debt. Borealis has appointed Jeffrey T. Varsalone as CRO and is evaluating equity raises and refinancing, while warning that failure to meet milestones or refinance could threaten its ability to continue as a going concern.
Borealis Foods Inc. received notice from Nasdaq on March 2, 2026 that its plan to regain compliance with Nasdaq Listing Rule 5620(a) has been accepted. This rule requires the company to hold an annual meeting of shareholders within twelve months of its fiscal year end.
Nasdaq granted Borealis Foods an extension until May 31, 2026 to regain compliance by holding its annual shareholder meeting, where shareholders must be able to discuss company affairs with management and, if required, elect directors. If the company does not meet these terms, Nasdaq may issue a delisting notice, which Borealis could then appeal to a Nasdaq Hearings Panel.