Borealis Foods Inc. SEC Filings

Borealis Foods Inc. has received a Nasdaq notice that its Market Value of Listed Securities has been below the required $35,000,000 minimum for 30 consecutive business days, putting its Nasdaq Capital Market listing at risk.

The company has 180 calendar days, until December 29, 2026, to regain compliance by having its market value close at or above $35,000,000 for at least ten consecutive business days, and potentially up to twenty at Nasdaq’s discretion. The common shares remain listed for now, but any delisting of the common shares would also remove the company’s warrants from Nasdaq. Borealis plans to monitor its market value and consider options to regain compliance, while cautioning that there is no assurance it will succeed.

Borealis Foods Inc. reported Q1 2026 net revenue of $7.37 million, up 8% from $6.85 million a year earlier, but remained unprofitable. Gross profit was $0.84 million (11% margin) and net loss narrowed to $3.51 million from $4.19 million as SG&A fell 24% to $2.90 million.

Operating cash outflow improved to only $0.12 million, and Adjusted EBITDA was a smaller loss of $0.18 million versus $0.56 million. However, the balance sheet is highly leveraged: as of March 31, 2026, cash was $0.48 million, total liabilities were $73.65 million versus $50.95 million of assets, and working capital deficit was about $65.02 million.

Subsequent events reshaped the capital structure. A $17.0 million term loan from major shareholder Oxus Capital refinanced the FrontWell facility, and a separate $3.0 million unsecured convertible note was issued. A Conversion Agreement could automatically turn approximately $29.1 million of related-party debt plus $4.3 million of interest into equity if a $70 million equity raise at $9.00 per share is not completed by July 1, 2026. Management concludes that substantial doubt about the company’s ability to continue as a going concern persists.

Borealis Foods Inc. reported the results of its 2026 annual shareholder meeting. Shareholders representing 12,845,650 shares, or 59.8% of outstanding common stock as of the record date, were present, establishing a quorum.

All eight director nominees, including Barthelemy Helg, Reza Soltanzadeh and Ertharin Cousin, were elected with roughly 12.67 million votes cast in favor for each and minimal withheld votes, alongside broker non-votes. Shareholders also approved the appointment of Carr, Riggs & Ingram LLC as the independent registered public accounting firm for the year ending December 31, 2026, with 12,834,728 votes for and 10,922 withheld.

Borealis Foods Inc. director Mynzhanov Pavel has reported his initial holdings. He directly owns 930 Common Shares and also holds Warrants that can be exercised to acquire 930 Common Shares at an exercise price of $11.5000 per share, expiring on February 7, 2029.

Borealis Foods Inc. director files initial ownership report. Algaziyeva Zaure, a director of Borealis Foods Inc. (BRLS), has filed a Form 3 as an initial statement of beneficial ownership. The filing does not list any stock or option transactions and shows no reported holdings or derivative positions.

Borealis Foods Inc. entered into a $3,000,000 convertible promissory note with its largest shareholder, Oxus Capital, providing short-term financing at a 10% annual interest rate. Oxus already beneficially owned about 39.09% of the company’s common shares.

The note matures on August 29, 2026, or earlier if Oxus accelerates it after an event of default, and may automatically extend until five business days after all required conversion approvals are obtained. Oxus can elect to convert principal into common shares at $1.45 per share, initially representing roughly 2,068,966 shares, subject to approvals under Nasdaq Listing Rules and a 49.9% beneficial ownership blocker.

The note is a senior unsecured obligation, pari passu with other unsecured debt, and includes customary default provisions. Borealis plans to use the proceeds for vendor payables, note-related fees and expenses, and general working capital, but not to repay existing borrowed-money debt.

Borealis Foods Inc. is asking shareholders to vote at a virtual annual meeting on June 29, 2026, at 12:30 p.m. Eastern Time. Shareholders of record at the close of business on May 26, 2026, when 21,463,306 common shares were outstanding, may vote.

Investors are being asked to elect eight directors and to appoint Carr, Riggs & Ingram, LLC as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The board recommends voting in favor of all nominees and the auditor appointment and reports that five of eight directors are independent under Nasdaq rules.

The proxy statement notes that the 2025 Form 10‑K was filed after the prescribed deadline and that prior auditor reports included an emphasis of substantial doubt about the company’s ability to continue as a going concern. It also details the transition of audit services from Berkowitz Pollack Brant Advisors + CPAs, LLP to Carr, Riggs & Ingram, LLC and provides audit fee information for 2024 and 2025.

Borealis Foods Inc. reports in its Annual Report that it has minimal cash, heavy debt and substantial doubt about its ability to continue as a going concern. As of December 31, 2025, it held about $0.06 million in cash and had a working capital deficit of roughly $61.76 million, with an accumulated deficit of about $109.8 million.

The company’s senior secured term loan of up to $17.0 million is held by related party Oxus Capital and carries 12% interest, creating potential conflicts of interest and tight covenants. About $33.3 million of shareholder debt will automatically convert into common shares on or after July 1, 2026 if Borealis does not complete equity financings totaling $70 million at $9.00 per share, which could heavily dilute existing holders.

Borealis highlights macro and geopolitical pressures, including the 2026 Iran war and closure of the Strait of Hormuz, which have driven up energy, packaging and ingredient costs. It also notes noncompliance with certain Nasdaq listing requirements, intense competition in the instant noodle and plant-based categories, and significant execution risks around scaling its plant-based, high-protein ramen platform.

Borealis Foods Inc. director Helg Barthelemy reported an internal share transfer tied to company debt. He had previously pledged 500,000 Class A Common Shares under a Pledge and Escrow Agreement to secure Borealis Foods’ indebtedness to EarlyBirdCapital, Inc. in the principal amount of $1,980,000 under a promissory note. After the company defaulted on this note, those 500,000 shares were transferred to EarlyBirdCapital on January 12, 2026 in partial satisfaction of the debt, a non-market restructuring transaction. Following the transfer, Barthelemy directly holds 2,718,056 Class A Common Shares.