Borealis Foods Inc. filings document material events, financing agreements, capital-structure matters and public-company compliance for a food science issuer with common shares and warrants listed on the Nasdaq Capital Market. The record includes Form 8-K reports on credit agreements, forbearance arrangements, refinancing activity, indebtedness, potential share-conversion matters and related Regulation FD disclosures.
The company’s SEC filings also cover Nasdaq listing-rule notices, annual-meeting compliance, delayed annual-report reporting through Form NT 10-K, emerging growth company status, governance matters and securities registered under the Exchange Act. These documents provide formal disclosure on Borealis’ obligations, reporting status, shareholder matters and risks tied to its operating and financing structure.
Borealis Foods Inc. appointed Danat Shiderkulov as a director and to three board committees on October 29, 2026, after director Pavel Mynzhanov resigned and director Zaure Algaziyeva left those committees. The board determined Shiderkulov is independent and qualifies as an audit committee financial expert. Zaure Algaziyeva remains a director, but the board determined she no longer qualifies as independent after her mother, Saule Algaziyeva, became the company’s lender and noteholder.
The audit committee had two members from September 28 until October 29. Borealis Foods notified Nasdaq on November 4 and believes it regained compliance after Shiderkulov’s appointment. Oxus Capital Pte Ltd. assigned Saule Algaziyeva its rights under the credit agreement and convertible note effective July 31. Outstanding principal was US$17,000,000 for the term loan and US$3,000,000 for the note as of that date; the assignments did not change their terms. Conversion of the note remains subject to shareholder approval.
Borealis Foods Inc. filed Amendment No. 2 to its 2025 annual report, setting out the complete financial statements and exhibit information. For 2025, net revenue was $30,079,571 versus $27,668,894 in 2024; net loss was $18,978,618 versus $25,327,198. Net cash used in operations was $6,598,823, compared with $15,089,543.
At December 31, 2025, cash was $63,859 and negative working capital was approximately $61,762,000. Borealis reported that these conditions raise substantial doubt about its ability to continue as a going concern, and that management’s mitigation plans could not be assessed as probable of being effectively implemented.
After year-end, Borealis repaid the FrontWell facility using an Oxus Capital term loan of up to $17,000,000, bearing interest at 12% per annum and maturing April 27, 2031. The related subscription agreement states that Borealis was obligated to raise not less than $70,000,000 in equity at no less than $9.00 per share by June 30, 2026, from investors acceptable to Oxus Capital.
Borealis Foods Inc. (BRLS) disclosed that it received a deficiency notice from Nasdaq on August 26, 2026 because it has not yet filed its Quarterly Report on Form 10‑Q for the quarter ended June 30, 2026, resulting in noncompliance with Nasdaq Listing Rule 5250(c)(1).
The notice does not immediately affect the listing or trading of Borealis Foods’ common shares or warrants on the Nasdaq Capital Market. The company has until October 26, 2026 to submit a plan of compliance, and, if accepted, Nasdaq may allow up to February 16, 2027 for Borealis Foods to regain compliance. Management states the 10‑Q delay arises from a review with its independent auditors of the accounting treatment for a previously disclosed Conversion Agreement, which is subject to shareholder approval under Nasdaq rules, and it intends to file the 10‑Q promptly after this review is completed.
Borealis Foods Inc. (BRLS) reported strong momentum in its U.S. K–12 school foodservice channel. Preliminary revenue from this channel for the six months ended June 30, 2026 increased 110% compared with the same period in 2025, based on unaudited channel-level data that remains subject to adjustment.
The company has expanded its reach to more than 20,000 schools across approximately 2,500 school districts, with school products shipped over the past 12 months through 106 distributors in 40 states. Management highlights U.S. K–12 institutional foodservice as a key national growth channel supported by its U.S. manufacturing platform.
Borealis Foods Inc. filed Amendment No. 1 to its annual report for the year ended December 31, 2025. The change is narrowly focused on responding to a July 15, 2026 SEC Division of Corporation Finance comment letter and updating the independent auditors’ reports. The underlying 2025 and 2024 financial statements, notes, and other disclosures remain unchanged.
The 2025 audit report by Carr, Riggs & Ingram, L.L.C. now explicitly identifies Borealis Foods Inc. and Subsidiaries and includes an emphasis paragraph stating that a substantial amount of debt coming due within the next 12 months and a negative cash flow position raise substantial doubt about the company’s ability to continue as a going concern. The 2024 report by Berkowitz Pollack Brant similarly includes a going‑concern paragraph and a critical audit matter on the February 7, 2024 reverse recapitalization with Oxus Acquisition Corp. As context, the aggregate market value of Common Shares held by non‑affiliates was about $37.9 million based on a $5.91 share price on April 15, 2025, and 21,463,306 Common Shares were outstanding as of the amendment date.
Alta Partners LLC filed an amended Schedule 13G reporting beneficial ownership of 1,743,558 Borealis Foods Inc. Class A ordinary shares, all issuable upon exercise of warrants, representing 7.53% of this class as of 06/30/2026.
Alta Partners holds sole voting and sole dispositive power over all 1,743,558 shares and no shared voting or dispositive power.
Borealis Foods Inc. has received a Nasdaq notice that its Market Value of Listed Securities has been below the required $35,000,000 minimum for 30 consecutive business days, putting its Nasdaq Capital Market listing at risk.
The company has 180 calendar days, until December 29, 2026, to regain compliance by having its market value close at or above $35,000,000 for at least ten consecutive business days, and potentially up to twenty at Nasdaq’s discretion. The common shares remain listed for now, but any delisting of the common shares would also remove the company’s warrants from Nasdaq. Borealis plans to monitor its market value and consider options to regain compliance, while cautioning that there is no assurance it will succeed.
Borealis Foods Inc. reported Q1 2026 net revenue of $7.37 million, up 8% from $6.85 million a year earlier, but remained unprofitable. Gross profit was $0.84 million (11% margin) and net loss narrowed to $3.51 million from $4.19 million as SG&A fell 24% to $2.90 million.
Operating cash outflow improved to only $0.12 million, and Adjusted EBITDA was a smaller loss of $0.18 million versus $0.56 million. However, the balance sheet is highly leveraged: as of March 31, 2026, cash was $0.48 million, total liabilities were $73.65 million versus $50.95 million of assets, and working capital deficit was about $65.02 million.
Subsequent events reshaped the capital structure. A $17.0 million term loan from major shareholder Oxus Capital refinanced the FrontWell facility, and a separate $3.0 million unsecured convertible note was issued. A Conversion Agreement could automatically turn approximately $29.1 million of related-party debt plus $4.3 million of interest into equity if a $70 million equity raise at $9.00 per share is not completed by July 1, 2026. Management concludes that substantial doubt about the company’s ability to continue as a going concern persists.
Borealis Foods Inc. reported the results of its 2026 annual shareholder meeting. Shareholders representing 12,845,650 shares, or 59.8% of outstanding common stock as of the record date, were present, establishing a quorum.
All eight director nominees, including Barthelemy Helg, Reza Soltanzadeh and Ertharin Cousin, were elected with roughly 12.67 million votes cast in favor for each and minimal withheld votes, alongside broker non-votes. Shareholders also approved the appointment of Carr, Riggs & Ingram LLC as the independent registered public accounting firm for the year ending December 31, 2026, with 12,834,728 votes for and 10,922 withheld.