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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
October
29, 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
3.01 – Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
November 4, 2026, Borealis Foods Inc. (the “Company”) notified The Nasdaq Stock Market LLC (“Nasdaq”) that, as
a result of the resignation of Zaure Algaziyeva from the Audit Committee of the Company’s Board of Directors (the “Board”)
effective September 28, 2026, the Audit Committee consisted of two members from September 28, 2026 until October 29, 2026, and that during
that period the Company did not comply with Nasdaq Listing Rule 5605(c)(2)(A), which requires an audit committee of at least three members.
On October 29, 2026, the Board appointed Danat Shiderkulov to the Audit Committee, as described under Item 5.02 below, and the Company
believes that it has regained compliance with Nasdaq Listing Rule 5605(c)(2)(A).
Item
5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Resignation
of Director
On
October 29, 2026, Pavel Mynzhanov notified the Company of his resignation as a member of the Board, effective the same day. Mr. Mynzhanov’s
resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies
or practices.
Changes
in Committee Composition
As
described under Item 8.01 of this Current Report on Form 8-K, effective as of July 31, 2026, Saule Algaziyeva became the lender under
the Company’s credit agreement and the holder of a convertible promissory note issued by the Company. Saule Algaziyeva is the mother
of Zaure Algaziyeva, a member of the Board.
On
September 28, 2026, Zaure Algaziyeva resigned as a member of the Audit Committee, the Compensation Committee and the Nominating and Corporate
Governance Committee of the Board, effective the same day. On October 29, 2026, the Board acknowledged her resignation and, in light
of the relationship described above, determined that Zaure Algaziyeva no longer qualifies as an independent director under the rules
of Nasdaq. Zaure Algaziyeva continues to serve as a member of the Board.
Appointment
of Director
On
October 29, 2026, the Board appointed Danat Shiderkulov as a director of the Company to fill the vacancy created by Mr. Mynzhanov’s
resignation, effective upon his consent to act as a director, which he gave on that date. Mr. Shiderkulov will hold office until the
Company’s next annual meeting of shareholders or until his successor is elected or appointed. The Board also appointed Mr. Shiderkulov
as a member of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, filling the vacancies
created by Zaure Algaziyeva’s resignation from those committees. Following these changes, each of those committees consists of
Steve Oyer (Chair), Amin Ajami and Danat Shiderkulov.
The
Board determined that Mr. Shiderkulov is an independent director under the rules of Nasdaq, that he satisfies the additional independence
requirements applicable to members of the audit committee and the compensation committee under the rules of the Securities and Exchange
Commission (the “SEC”) and Nasdaq, and that he qualifies as an “audit committee financial expert”
as defined in Item 407(d)(5) of Regulation S-K.
Mr.
Shiderkulov, 35, has 14 years of international investment and advisory experience supporting boards, investors and management teams on
strategic growth, capital allocation, financing and ownership transition decisions. From 2018 to September 2026, he was a Principal in
the Transactions practice of Grant Thornton Canada, where he led transaction and investment advisory engagements for public and private
companies in sectors including consumer products, food and beverage, manufacturing and distribution. In 2018, he was a Senior Manager,
Portfolio Investment, at Sovereign Wealth Fund Samruk-Kazyna, and from 2013 to 2018, he was a Manager, M&A and Corporate Finance,
at PwC. Mr. Shiderkulov holds a Bachelor of Business Administration from KIMEP University, with a major in Finance and a minor in Accounting,
and is a CFA charterholder.
Mr.
Shiderkulov was appointed pursuant to the terms of the Credit Agreement (as defined under Item 8.01 below), which entitles the lender
to nominate directors to the Board, and was nominated by Saule Algaziyeva in her capacity as lender. Zaure Algaziyeva and Mr. Mynzhanov
were appointed to the Board under the same provisions of the Credit Agreement, as previously disclosed in the Company’s Current
Report on Form 8-K filed with the SEC on May 14, 2026. Other than the arrangements contained in the Credit Agreement, there is no arrangement
or understanding between Mr. Shiderkulov and any other person pursuant to which he was selected as a director. There are no family relationships
between Mr. Shiderkulov and any director or executive officer of the Company, and Mr. Shiderkulov has no direct or indirect material
interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K.
Item
8.01 – Other Events.
Background
to Board and Committee Changes
The following information is provided as background
to the Board and committee changes described in Item 5.02 above. Effective as of July 31, 2026, Oxus Capital Pte Ltd. (“Oxus”)
assigned to Saule Algaziyeva all of its right, title and interest in and to (i) the Credit Agreement, dated April 27, 2026 (as amended,
the “Credit Agreement”), among Palmetto Gourmet Foods, Inc., PGF Real Estate I, Inc. and PGF Real Estate II, Inc., as borrowers,
the Company, Borealis IP Inc. and Palmetto Gourmet Foods (Canada) Inc., as guarantors, and Oxus, as lender, together with the related
loan documents and the term loan made under it in the original principal amount of US$17,000,000, and (ii) the convertible promissory
note, dated May 29, 2026, issued by the Company in the original principal amount of US$3,000,000 (the “Convertible Note”).
The assignments were made under an Assignment of Loan Documents and an Assignment of Convertible Promissory Note, each dated as of July
31, 2026 (together, the “Assignments”), and were acknowledged by the Company and its subsidiaries that are party to the Credit
Agreement. The Credit Agreement and the Convertible Note were previously disclosed in the Company’s Current Reports on Form 8-K
filed with the SEC on May 1, 2026 and June 4, 2026, respectively.
The
Assignments did not change the principal amount, interest rate, maturity date, conversion terms or other material terms of the term loan
or the Convertible Note, and do not constitute a novation of the term loan, the Convertible Note or the obligations of the Company or
its subsidiaries under them. The outstanding principal amounts of the term loan and the Convertible Note as of July 31, 2026 were US$17,000,000
and US$3,000,000, respectively.
Saule
Algaziyeva is the mother of Zaure Algaziyeva, a member of the Board. As a result, transactions between the Company and Saule Algaziyeva
as lender under the Credit Agreement and holder of the Convertible Note, including payments of interest and principal, are related-party
transactions for purposes of Item 404 of Regulation S-K. The resulting changes in the composition of the committees of the Board are
described under Item 5.02 above.
Conversion
of the Convertible Note into common shares of the Company remains subject to shareholder approval under the rules of Nasdaq, and the
Assignments do not change that requirement.
The
foregoing description of the Assignments does not purport to be complete and is qualified in its entirety by reference to the full text
of the Assignments, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by
reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Assignment of Loan Documents, dated as of July 31, 2026, by and between Oxus Capital Pte Ltd. and Saule Algaziyeva, and acknowledged by Borealis Foods Inc. and the other loan parties thereto. |
| 10.2 |
|
Assignment of Convertible Promissory Note, dated as of July 31, 2026, by and between Oxus Capital Pte Ltd. and Saule Algaziyeva, and acknowledged by Borealis Foods Inc. |
| 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 4th day of November 2026.
| |
BOREALIS FOODS INC. |
| |
|
|
| |
By: |
/s/ Pouneh
V. Rahimi |
| Date: November 4, 2026 |
|
Pouneh V. Rahimi |
| |
|
Chief Legal Officer |
