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.
Oxus Capital PTE. LTD. and Kenges Rakishev amended their Schedule 13D on Borealis Foods Inc. to reflect new financing and potential equity conversion arrangements. They report beneficial ownership of 13,772,119 common shares and private warrants, representing 39.09% of the common share class on a partially diluted basis.
Oxus holds 5,302,477 common shares and 8,469,642 private placement warrants, each exercisable at $11.50 per share. It also agreed to a new credit facility of up to $17 million and documented about $11.1 million of existing indebtedness that may automatically convert into equity if Borealis does not complete at least $70,000,000 of equity financing at $9.00 per share by July 1, 2026.
Borealis Foods Inc. has received a Nasdaq deficiency notice because it has not yet filed its 2025 Form 10-K and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. This means the company is currently out of compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely SEC filings.
The notice does not immediately affect trading of Borealis’s common shares or warrants on the Nasdaq Capital Market. The company has until June 16, 2026 to submit a plan of compliance, and Nasdaq may allow up to October 12, 2026 to regain compliance if the plan is accepted. Borealis expects to file the delayed Form 10-Q by early June 2026 and believes that, together with the 2025 Form 10-K, this will resolve the issue.
Borealis Foods Inc. director Ajami Amin has filed an initial statement of beneficial ownership, reporting 110,169 shares of Class A Common Stock held directly. This Form 3 establishes Amin’s starting equity position as an insider of BRLS for future ownership and trading disclosures.
Borealis Foods Inc. is setting its 2026 Annual Meeting of Shareholders for June 29, 2026, to be held in a virtual-only format at 12:30 p.m. Eastern Time. Shareholders of record as of May 26, 2026 will be entitled to receive notice and vote at the meeting.
The company outlines how investors can submit shareholder proposals and director nominations. Proposals for inclusion in proxy materials under Rule 14a-8 and any director nominations or other business under its advance notice by-laws must reach the company’s principal executive offices by May 25, 2026.
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.