Welcome to our dedicated page for Borealis Foods SEC filings (Ticker: BRLS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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.
Borealis Foods Inc. reported that on January 12, 2026 it received a Nasdaq notice stating the company is not compliant with the rule requiring an annual shareholder meeting within twelve months of fiscal year end. The company has until February 26, 2026 to submit a compliance plan, and Nasdaq may allow until June 29, 2026 to regain compliance by holding the meeting. The notice does not immediately affect the listing of the company’s common shares on Nasdaq.
The company also disclosed an auditor change following Carr, Riggs & Ingram, LLC acquiring certain capital markets assets of Berkowitz Pollack Brant Advisors + CPAs, LLP. BPB resigned as independent registered public accounting firm effective January 13, 2026, and the audit committee approved CRI as the new auditor on January 15, 2026. BPB’s prior audit reports for 2023 and 2024 contained no adverse opinions, and the company reports no disagreements or reportable events with BPB over that period.
Borealis Foods Inc. reports that its lender, Frontwell Capital Partners, has notified the company of several events of default under its credit agreement. The facility includes term loans of $15,000,000 and up to $10,000,000 of revolving loans to its subsidiaries. Defaults cited include failing to maintain minimum excess availability of $4,375,000 and not delivering October 31, 2025 financial statements and a related compliance certificate on time.
As a result, the lender has elected to charge interest at a contractual default rate, defined as 2% above the otherwise applicable rate, effective November 12, 2025, and states it may, in its sole discretion, refuse additional revolving borrowings. The credit agreement remains in effect, and the lender has not accelerated repayment or terminated the revolving commitment as of this report. Borealis is in discussions with the lender about potential amendments and is also evaluating other capital-raising, liquidity, and cost-management actions.
Borealis Foods Inc. reported that its lender, Frontwell Capital Partners, sent a notice asserting multiple Events of Default under a Credit Agreement that includes $15,000,000 in term loans and up to $10,000,000 in revolving loans. The lender has imposed cash dominion over certain deposit accounts and is no longer obligated to fund additional revolving loans, reserving rights to accelerate the debt and terminate commitments, though it has not done so as of this report. After the notice, the Borrowers made significant payments on the Revolving Loans, reducing the outstanding balance from $10,232,974 to $3,553,080 as of November 19, 2025, bringing them back within their Borrowing Base requirements. The company has provided requested financial information and is working with advisors and the lender to address the situation.
Borealis Foods (BRLS) reported Q3 2025 results showing modest revenue growth but ongoing losses and severe liquidity pressure. For the nine months ended September 30, 2025, net revenue was $21.1 million, up slightly from $20.9 million, while net loss narrowed to $12.6 million from $19.6 million. Gross profit improved to $2.5 million, or 12% of net revenue, and total sales, general and administrative expenses fell 40% to $10.7 million, reflecting sharply lower marketing, business development and transaction costs.
Despite these operating gains, the balance sheet remains highly strained. As of September 30, 2025, cash was about $0.13 million, current liabilities significantly exceeded current assets, and shareholders’ deficit was $12.9 million on total liabilities of $69.2 million. Management discloses substantial doubt about the company’s ability to continue as a going concern. After quarter-end, senior lender Frontwell asserted multiple Events of Default and imposed cash dominion, and the revolving loan balance was reduced from roughly $10.2 million to $3.6 million. The chairman, CEO and a major shareholder advanced $8.0 million and received promissory notes, underscoring Borealis’ reliance on related-party financing.