Borealis Foods SEC Filings

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.

Borealis Foods Inc. Schedule 13G: Alta Partners LLC reports beneficial ownership of 1,435,364 Class A ordinary shares issuable upon exercise of warrants, representing 6.3%. The filing states Alta Partners has sole voting and sole dispositive power over 1,435,364 shares. The statement is certified by Steven Cohen, Managing Member with the signature dated 02/27/2026.

Borealis Foods Inc. has entered into a commitment letter with a third-party lender for a proposed senior secured credit facility, including a term loan and revolving line of credit. The company plans to use this financing to refinance its existing facility with Frontwell Capital Partners Inc. and to support liquidity and growth.

The arrangement is not yet final and depends on negotiating definitive loan documents and meeting customary closing conditions. The lender has no obligation to fund until those steps are completed, and there is no assurance the credit facility will close on the contemplated terms or at all.

Borealis Foods Inc. reports that its lender, Frontwell Capital Partners, has declared multiple Events of Default under a $15,000,000 term loan and up to $10,000,000 revolving credit facility. The defaults include failing to maintain required Excess Availability of $4,375,000 and missing delivery of monthly financial statements and compliance certificates for October and November 2025.

The lender has stated it may increase its general reserve by $200,000, then by an additional $100,000 each week if Borealis does not raise $5,000,000 of equity or secure a refinancing commitment within 14 days of notice. The lender is not obligated to fund further revolving loans, though the Credit Agreement remains in effect and the debt has not been accelerated as of this report. Borealis is negotiating with the lender and simultaneously exploring other capital-raising, financing, cost-management, and strategic actions, but there is no assurance of success or continued access to revolving credit.

Borealis Foods Inc. has appointed Amin Ajami as a director, effective immediately, to fill a Board vacancy created by the resignation of Kanat Mynzhanov in February 2025. Ajami will serve until the next annual meeting of shareholders or until a successor is elected or appointed.

The Board determined that Ajami meets the independence requirements of Nasdaq listing rules and U.S. SEC regulations. He has also been appointed to the Audit Committee, Compensation Committee, and Nominating and Governance Committee. The company states there are no related-party arrangements or family relationships requiring disclosure, and any compensatory arrangements will be detailed in a later filing.

Borealis Foods Inc. filed an amended current report to update the description of its former auditor’s opinion on its past financial statements. The company confirms that Berkowitz Pollack Brant Advisors + CPAs, LLP resigned after certain capital markets assets were acquired by Carr, Riggs & Ingram, LLC, and that the audit committee approved Carr, Riggs & Ingram as the new independent registered public accounting firm.

The amendment clarifies that the prior auditor’s reports for the years ended December 31, 2024 and 2023 were unqualified but included a going concern emphasis of matter. The auditor highlighted substantial doubt about the company’s ability to continue as a going concern due to a substantial amount of debt coming due within 12 months and a negative cash flow position, along with other conditions described in the financial statement notes. The company states there were no disagreements or reportable events with the former auditor and has filed the former auditor’s letter to the SEC as an exhibit.