false
0001852973
A6
0001852973
2025-08-19
2025-08-19
0001852973
BRLS:CommonSharesMember
2025-08-19
2025-08-19
0001852973
BRLS:WarrantsMember
2025-08-19
2025-08-19
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
August 19, 2025
Date of Report (date of earliest event reported)
BOREALIS FOODS INC.
(Exact name of registrant as specified in its
charter)
| Ontario |
|
001-40778 |
|
98-1638988 |
|
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
1540 Cornwall Rd., Suite 104
Oakville, ON L6J 7W5
(Address of principal executive offices and zip code)
(905) 278-2200
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Securities registered pursuant to Section 12(b) of the Act: |
| |
| Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
| Common Shares |
|
BRLS |
|
Nasdaq Capital Market |
| Warrants |
|
BRLSW |
|
Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company ☒
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Enty into a Material Definitive Agreement.
On August 15, 2025, Borealis Foods Inc. (the “Company”)
and its wholly owned subsidiary Palmetto Gourmet Foods, Inc., issued promissory notes to the Company’s Chairman of the Company’s
Board of Directors (the “Chairman”) in the aggregate principal amount of $980,000 (the “Promissory Notes”). The
Promissory Notes bears interest at a rate of 10% per annum and are due on demand. The notes may be prepaid at any time, in full or in
part without penalty. The Promissory Notes were granted in connection with the Chairman advancing an aggregate amount of $980,000 in funds
to the Company between June 5, 2025 and August 14, 2025.
The foregoing description of the Promissory Notes
do not purport to be complete and are qualified in their entirety by the terms and conditions of the Promissory Notes, filed as Exhibit
10.1 hereto and incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The information called for by this item is contained in Item 1.01,
which is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Company’s CEO salary was accrued and not paid from February
1, 2025 through the end of the second quarter. The Company recorded $125,000 in accrued payroll expense in Q2 to reflect compensation
for services performed.
Item 9.01 Financial Statements and Exhibits
(d): The following exhibits are being filed herewith:
| Exhibit No. |
|
Description |
| 10.1 |
|
Form of Promissory Notes, dated as of August 19, 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned.
|
|
BOREALIS FOODS INC. |
| |
|
| Date: August 19, 2025 |
By |
/s/ Pouneh Rahimi |
| |
|
Pouneh Rahimi |
| |
|
Chief Legal Officer |
