Every 8-K that Borealis Foods Inc. Warrant (BRLSW) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow BRLSW and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BRLSW filings page.
Borealis Foods Inc. (BRLS) disclosed that it received a deficiency notice from Nasdaq on August 26, 2026 because it has not yet filed its Quarterly Report on Form 10‑Q for the quarter ended June 30, 2026, resulting in noncompliance with Nasdaq Listing Rule 5250(c)(1).
The notice does not immediately affect the listing or trading of Borealis Foods’ common shares or warrants on the Nasdaq Capital Market. The company has until October 26, 2026 to submit a plan of compliance, and, if accepted, Nasdaq may allow up to February 16, 2027 for Borealis Foods to regain compliance. Management states the 10‑Q delay arises from a review with its independent auditors of the accounting treatment for a previously disclosed Conversion Agreement, which is subject to shareholder approval under Nasdaq rules, and it intends to file the 10‑Q promptly after this review is completed.
Borealis Foods Inc. (BRLS) reported strong momentum in its U.S. K–12 school foodservice channel. Preliminary revenue from this channel for the six months ended June 30, 2026 increased 110% compared with the same period in 2025, based on unaudited channel-level data that remains subject to adjustment.
The company has expanded its reach to more than 20,000 schools across approximately 2,500 school districts, with school products shipped over the past 12 months through 106 distributors in 40 states. Management highlights U.S. K–12 institutional foodservice as a key national growth channel supported by its U.S. manufacturing platform.
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 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. 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. 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. 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. 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. 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. 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.
Borealis Foods Inc. filed a current report to note that on September 8, 2025 it issued a press release updating its second quarter 2025 financial results and highlighting recent industry recognition. The accolades came from Chefs in America, an independent culinary endorsement organization, and from Food & Beverage Magazine, underscoring external recognition of the company’s products. The press release is furnished as Exhibit 99.1 to this report and the information it contains is treated as furnished rather than filed for securities law purposes.
Borealis Foods Inc. reported that on August 29, 2025 it received a notice from Nasdaq stating the company is not in compliance with the exchange’s audit committee composition rule. The issue arose after director Kanat Mynzhanov resigned from the board, leaving the audit committee with only two independent directors instead of the three required under Nasdaq Listing Rule 5605(c)(2)(A).
The company plans to restore compliance by appointing a new independent director who meets Nasdaq and Exchange Act Rule 10A-3(b)(1) independence standards. Nasdaq has granted a cure period until the earlier of Borealis’ next annual shareholders’ meeting or February 1, 2026 to fix the deficiency. The notice does not immediately affect the listing of Borealis’ common shares on Nasdaq.
Borealis Foods Inc. entered into a related-party financing arrangement as its chairman advanced an aggregate $980,000 to the company and its wholly owned subsidiary between June 5, 2025 and August 14, 2025. On August 15, 2025, these advances were formalized as promissory notes bearing 10% annual interest and are payable on demand, with the company allowed to prepay without penalty. The filing also notes that the CEO’s salary was not paid from February 1, 2025 through the end of the second quarter, and the company recorded $125,000 of accrued payroll expense in Q2 to reflect compensation for services during that period. Together, these items highlight the use of insider funding and deferred executive pay to support the company’s operations.