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Borealis Foods Inc. reported board changes and new director appointments. On May 11, 2026, director Shiv Khemka resigned from the board and its audit, compensation, and nominating and corporate governance committees, with the company stating his resignation was not due to any disagreement over operations, policies or practices.
The board size was increased from seven to eight directors, and Zaure Algaziyeva and Pavel Mynzhanov were appointed to serve until the next annual meeting or until successors are chosen. Their appointments were made under a Credit Agreement with Oxus Capital PTE Ltd., the company’s lender and a significant shareholder.
The board determined that Algaziyeva qualifies as an independent director and named her to all three key committees. Mynzhanov, a director of Oxus Capital PTE Ltd. and CEO of an Oxus affiliate, does not qualify as independent. The filing states there are no family relationships or other material related-party transactions beyond those already disclosed in connection with the Oxus agreements.
Borealis Foods Inc. entered a new Credit Agreement under which Oxus Capital provided a $17.0 million term loan to subsidiaries, guaranteed by the company and secured by substantially all assets. About $16.2 million was used to repay its prior Frontwell credit facility, with no prepayment penalties, leaving limited cash and potential return of up to $240,000 in reserves.
The loan matures on April 27, 2031, bears 12% annual interest, and begins 48 monthly principal and interest payments on May 1, 2027, with an option for Oxus to convert roughly $2.0 million of first-year interest into equity. Separately, a Conversion Agreement allows about $33.3 million of shareholder debt and interest to convert into common shares if Borealis does not complete at least $70 million in equity financing at $9.00 per share by July 1, 2026, which could significantly dilute current holders given approximately 21.4 million shares outstanding.
The Frontwell facility and related forbearance arrangements were fully terminated, along with the Chief Restructuring Officer engagement created under those agreements. The filing notes prior going concern uncertainties tied to the Frontwell facility and highlights the new financing and conversion framework as providing longer-term liquidity, while also disclosing Borealis’ current Nasdaq filing non-compliance due to a delayed 2025 Form 10-K, which it expects to submit by May 19, 2026.
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.