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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
April 27, 2026
Date of Report (date of earliest event reported)
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 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.
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 7.01. Regulation FD Disclosure.
On April 27, 2026, Borealis Foods Inc. (the “Company”) issued
a press release announcing the entry into a credit agreement with Oxus Capital PTE Ltd. (“Oxus”), the repayment in full of
all outstanding obligations under the Company's existing credit agreement with Frontwell Capital Partners Inc., and the entry into a conversion
agreement with Oxus, Reza Soltanzadeh, and Barthelemy Helg relating to the potential conversion of certain existing indebtedness into
common shares of the Company. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The Company expects to file a separate Current Report on Form 8-K containing
additional details regarding the transactions described in the press release, including under Items 1.01, 1.02, 2.03, 3.02, 5.02, and
8.01.
The information furnished pursuant to this Item 7.01, including Exhibit
99.1, 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, and shall not be deemed incorporated by reference into any filing
under the Securities Act of 1933, as amended, or the Exchange Act, 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 |
|
Press Release dated April 28, 2026 (furnished herewith) |
| 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 28 day of April 2026.
| |
BOREALIS FOODS INC. |
| |
|
|
| |
By: |
/s/ Pouneh Rahimi |
| Date: April 28, 2026 |
|
Pouneh V. Rahimi |
| |
|
Chief Legal Officer |
Exhibit 99.1
BOREALIS FOODS ANNOUNCES $17.0 MILLION REFINANCING TRANSACTION
WITH OXUS CAPITAL TO REPAY FRONTWELL FACILITY AND SUPPORT OPERATIONS
Toronto, Ontario, April 28, 2026 — Borealis Foods Inc.
(Nasdaq: BRLS) (“Borealis” or the “Company”), a food science company focused on nutritious, convenient food solutions,
today announced that its subsidiaries entered into a $17.0 million term loan facility with Oxus Capital PTE Ltd. (“Oxus”),
a significant shareholder of the Company, to repay in full the Company’s existing obligations to Frontwell Capital Partners Inc.
(“Frontwell”), improve near-term financial flexibility, and support operations.
The transaction reflects confidence in Borealis’ operating platform
and market opportunity. The Company continues to see demand for its flagship products, including Chef Woo, Ramen Express, and its premium
Gordon Ramsay line, across retail, e-commerce, and other channels. Borealis believes its portfolio is aligned with current consumer demand
across value, nutrition, convenience, and elevated taste.
The proceeds of the Term Loan were used to repay in full all outstanding
obligations under the Company’s existing credit agreement with Frontwell. In connection with the refinancing, the Frontwell credit
agreement, including the related forbearance arrangements previously disclosed by the Company, was terminated, all control arrangements
over the Company’s deposit accounts in favor of Frontwell were released, and the engagement of the Company’s Chief Restructuring
Officer was terminated.
The Term Loan bears interest at 12% per annum, matures on April 27,
2031, and amortizes in 48 monthly installments commencing May 1, 2027. No cash interest is payable during the first twelve months, and
accrued interest during that period may, at Oxus’s election, be converted into common shares of the Company. The Term Loan is secured
by substantially all assets of the borrowers and guarantors, including mortgages on the Company’s manufacturing and distribution
facilities in Saluda, South Carolina.
In connection with the refinancing, the Company also entered into
a Conversion Agreement with Oxus, Reza Soltanzadeh, the Company’s Chief Executive Officer, and Barthelemy Helg, the Company’s
Chairman, pursuant to which approximately $29 million in aggregate indebtedness previously advanced by those parties will automatically
convert into common shares of the Company if the Company does not consummate equity financings of at least $70 million at $9.00 per share
on or before July 1, 2026. The conversion price will be based on the 20-day volume weighted average closing price immediately preceding
such date. Any such conversion would be dilutive to existing shareholders and increase the number of the Company’s outstanding common
shares.
The Credit Agreement also requires the Company to appoint two designees
of Oxus to the Board of Directors by May 11, 2026, replacing two existing directors. The related party aspects of these transactions were
approved by the disinterested members of the Board of Directors.
“We are pleased to complete this refinancing as part of our
broader effort to strengthen the Company’s financial position and support the next phase of operations,” said Reza Soltanzadeh,
Chief Executive Officer of Borealis Foods. “This transaction replaces our prior credit facility, terminates the forbearance arrangements,
and provides a longer-term capital structure for the business. We continue to see demand for our flagship products across retail, e-commerce,
and other channels, and we believe this refinancing better positions us to support the business going forward.”
“We believe this transaction meaningfully strengthens the Company’s
financial position,” said Barthelemy Helg, Chairman of Borealis Foods. “It resolves the prior Frontwell facility, improves
near-term flexibility, and reflects confidence in the strength of our brands and operating platform.”
Additional details regarding the refinancing, the Conversion Agreement,
and related transactions will be included in a Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission
and available through EDGAR.
About Borealis Foods Inc.
Borealis Foods Inc. is a food science company focused on developing and commercializing innovative, nutritious, and affordable food
products. Through its CPG platform and Palmetto Gourmet Foods manufacturing operations, the Company markets a portfolio of noodle and
ramen products across multiple brands, channels, and price points.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of applicable securities laws, including statements regarding the refinancing, the Conversion Agreement,
the potential conversion of indebtedness into common shares, and additional equity financing, balance sheet strengthening, future growth,
consumer demand, and market expansion. Forward-looking statements are generally identified by words such as “expects,” “intends,”
“believes,” “plans,” “will,” and similar expressions. These statements are based on current expectations
and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including risks
relating to the Company’s financing arrangements, its ability to complete additional capital-raising transactions, its ability
to satisfy existing obligations, and 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 law.
Media Contact:
Henry Wong
Chief Marketing Officer
Borealis Foods
1540 Cornwall Road
Oakville, ON
(905) 278-2200
