{"filings":[{"id":471206,"accession_number":"0001213900-26-057780","cik":1852973,"company_name":"Borealis Foods Inc.","ticker":"BRLS","form_type":"8-K","filed_at":"2026-05-15T20:16:20+00:00","items":["5.08","9.01"],"status":"ready","headline":"Borealis Foods sets 2026 Annual Meeting for June 29; deadlines announced","event_type":"other","confidence":"high","bullets":["Annual Meeting will be held virtually on June 29, 2026 at 12:30 p.m. ET.","Shareholders of record as of May 26, 2026 are entitled to vote.","Shareholder proposals under Rule 14a-8 must be received by May 25, 2026.","Director nominations under advance notice by-laws also due by May 25, 2026.","Company did not hold an annual meeting during fiscal year ended Dec 31, 2025."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"neutral","materiality_score":0.1,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":442966,"accession_number":"0001213900-26-056637","cik":1852973,"company_name":"Borealis Foods Inc.","ticker":"BRLS","form_type":"8-K","filed_at":"2026-05-14T20:15:58+00:00","items":["5.02","9.01"],"status":"ready","headline":"Borealis Foods expands board to 8; appoints Algaziyeva and Mynzhanov as directors after Khemka resignation","event_type":"leadership","confidence":"high","bullets":["Shiv Khemka resigned from Board and all committees effective May 11, 2026; no disagreement cited.","Board size increased from 7 to 8; Zaure Algaziyeva (independent) and Pavel Mynzhanov (Oxus director) appointed.","Appointments made under Credit Agreement with Oxus Capital PTE Ltd. dated April 27, 2026.","Algaziyeva added to Audit, Compensation, and Nominating Committees; Mynzhanov not independent."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"neutral","materiality_score":0.5,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":96245,"accession_number":"0001213900-26-050957","cik":1852973,"company_name":"Borealis Foods Inc.","ticker":"BRLS","form_type":"8-K","filed_at":"2026-05-01T23:59:59+00:00","items":["1.01","1.02","2.03","3.02","5.02","8.01","9.01"],"status":"ready","headline":"Borealis Foods enters $17M term loan with Oxus, repays Frontwell; potential equity conversion up to $33.3M","event_type":"debt","confidence":"high","bullets":["Borrowed $17M from Oxus Capital at 12% interest, maturing 2031; used ~$16.2M to repay Frontwell credit facility.","Conversion Agreement: $29.1M principal + $4.2M accrued interest may convert to common shares if $70M equity raise not done by July 1, 2026.","Oxus may also convert ~$2M Year 1 interest into shares at its election.","Chief Restructuring Officer Jeffrey T. Varsalone terminated effective immediately; role no longer required.","Board must be reconstituted by May 11, 2026, with two Oxus designees."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"negative","materiality_score":0.85,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":96244,"accession_number":"0001213900-26-048551","cik":1852973,"company_name":"Borealis Foods Inc.","ticker":"BRLS","form_type":"8-K","filed_at":"2026-04-28T23:59:59+00:00","items":["7.01","9.01"],"status":"ready","headline":"Borealis Foods enters $17M Oxus term loan to repay Frontwell; conversion deal could dilute shares","event_type":"other_material","confidence":"high","bullets":["$17M term loan from Oxus Capital at 12% interest, maturing April 2031; no cash interest first 12 months.","Proceeds fully repay Frontwell credit facility; forbearance and CRO engagement terminated.","Conversion agreement: $29M debt from Oxus, CEO, Chairman converts to equity if $70M equity not raised at $9/share by July 1, 2026.","Oxus gets two board seats by May 11, 2026, replacing two current directors.","Loan secured by substantially all assets, including Saluda, SC manufacturing facilities."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"positive","materiality_score":0.85,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":96243,"accession_number":"0001213900-26-047085","cik":1852973,"company_name":"Borealis Foods Inc.","ticker":"BRLS","form_type":"8-K","filed_at":"2026-04-23T23:59:59+00:00","items":["3.01","7.01","9.01"],"status":"ready","headline":"Borealis Foods receives Nasdaq deficiency notice for late 2025 Form 10-K","event_type":"regulatory","confidence":"high","bullets":["Received Nasdaq deficiency notice on April 17, 2026 due to delayed 2025 Form 10-K filing.","Has until June 16, 2026 to submit a compliance plan; if accepted, can cure by October 12, 2026.","Expects to file 2025 Form 10-K by May 2026, which would cure the deficiency.","No immediate effect on trading of common stock (BRLS) on Nasdaq Capital Market."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"negative","materiality_score":0.6,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":96242,"accession_number":"0001213900-26-045167","cik":1852973,"company_name":"Borealis Foods Inc.","ticker":"BRLS","form_type":"8-K","filed_at":"2026-04-17T23:59:59+00:00","items":["2.04","9.01"],"status":"ready","headline":"Borealis Foods receives default notice from lender; $16.1M debt at risk of acceleration","event_type":"debt","confidence":"high","bullets":["Outstanding obligations under Credit Agreement at least $16,116,215.30 as of March 25, 2026.","Company failed to provide satisfactory repayment plan by April 9 milestone, per default notice received April 13.","Lender reserves right to terminate forbearance period (expires April 27) and accelerate entire debt.","Company exploring refinancing, capital-raising, and strategic transactions to address obligations."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"negative","materiality_score":0.85,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":96241,"accession_number":"0001213900-26-039351","cik":1852973,"company_name":"Borealis Foods Inc.","ticker":"BRLS","form_type":"8-K","filed_at":"2026-04-02T23:59:59+00:00","items":["1.01","5.02","2.04","8.01","9.01"],"status":"ready","headline":"Borealis enters forbearance with Frontwell; appoints CRO; warns of going concern risk","event_type":"other_material","confidence":"high","bullets":["Outstanding obligations of at least $16.1M as of March 25, 2026; defaults include $26.7M in unauthorized unsecured notes.","Forbearance until April 27, 2026; interest rate increased by 2% to default rate; $50K forbearance fee.","Jeffrey T. Varsalone appointed Chief Restructuring Officer on March 30 with authority exceeding CEO's; must deliver refinancing plan by April 9.","Blocked Notes held by Chairman Barthelemy Helg, CEO Reza Soltanzadeh's entities, and former SPAC sponsor Oxus Capital.","Company evaluating strategic alternatives but cannot assure going concern; failure to meet milestones triggers immediate default."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"negative","materiality_score":0.85,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":109968,"accession_number":"0001213900-26-024674","cik":1852973,"company_name":"Borealis Foods Inc.","ticker":"BRLS","form_type":"8-K","filed_at":"2026-03-06T23:59:59+00:00","items":["3.01","9.01"],"status":"ready","headline":"Nasdaq extends Borealis Foods deadline to hold annual meeting to May 31, 2026","event_type":"regulatory","confidence":"high","bullets":["Received Nasdaq letter on March 2, 2026 granting extension to May 31, 2026.","Previously disclosed non-compliance with Listing Rule 5620(a) on Jan 12, 2026.","Extension granted based on plan submitted Jan 26, citing financial condition.","If meeting not held by May 31, Nasdaq may issue delisting notice; company can appeal.","Company intends to hold annual meeting by the end of May 2026."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"neutral","materiality_score":0.35,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":109967,"accession_number":"0001213900-26-019022","cik":1852973,"company_name":"Borealis Foods Inc.","ticker":"BRLS","form_type":"8-K","filed_at":"2026-02-23T23:59:59+00:00","items":["8.01"],"status":"ready","headline":"Borealis Foods enters commitment letter for senior secured credit facility to refinance existing debt","event_type":"debt","confidence":"medium","bullets":["Commitment letter signed Feb 15, 2026 with a third-party lender for a proposed senior secured term loan and revolving credit facility.","Proceeds intended to refinance existing credit facility with Frontwell Capital Partners Inc. and support ongoing operations.","Facility subject to negotiation of definitive documentation and satisfaction of customary closing conditions; no assurance of consummation."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"neutral","materiality_score":0.45,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":109966,"accession_number":"0001213900-26-013285","cik":1852973,"company_name":"Borealis Foods Inc.","ticker":"BRLS","form_type":"8-K","filed_at":"2026-02-06T23:59:59+00:00","items":["2.04","8.01","9.01"],"status":"ready","headline":"Borealis Foods receives default notice from lender; faces additional reserves if $5M equity not raised in 14 days","event_type":"other_material","confidence":"high","bullets":["Lender Frontwell Capital Partners notified Borealis of continuing Events of Default under $15M term loan and $10M revolver credit agreement.","Defaults include failure to maintain Excess Availability of $4.375M and non-delivery of October and November 2025 financial statements.","Lender will impose $200K reserve if $5M equity or refinancing commitment not provided within 14 days, then $100K weekly increases.","Credit agreement not accelerated; company is discussing amendments, capital-raising, and liquidity alternatives with no assurances."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"negative","materiality_score":0.85,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":109965,"accession_number":"0001213900-26-009496","cik":1852973,"company_name":"Borealis Foods Inc.","ticker":"BRLS","form_type":"8-K","filed_at":"2026-01-29T23:59:59+00:00","items":["5.02","9.01"],"status":"ready","headline":"Borealis Foods appoints Amin Ajami to board of directors","event_type":"leadership","confidence":"high","bullets":["Amin Ajami appointed director effective Jan 29, 2026, filling vacancy from Kanat Mynzhanov's Feb 2025 resignation.","Board found Ajami independent under Nasdaq and SEC rules.","Ajami appointed to Audit, Compensation, and Nominating and Governance committees immediately.","No material interest in any related-party transactions or family relationships with officers/directors.","Ajami will serve until next annual meeting or successor elected."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"neutral","materiality_score":0.25,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":109963,"accession_number":"0001213900-26-005661","cik":1852973,"company_name":"Borealis Foods Inc.","ticker":"BRLS","form_type":"8-K/A","filed_at":"2026-01-20T23:59:59+00:00","items":["4.01","9.01"],"status":"ready","headline":"Amendment reveals BPB audit reports included going-concern emphasis for FY2023 and FY2024","event_type":"other_material","confidence":"high","bullets":["BPB's audit reports for FY2023 and FY2024 contained an emphasis-of-matter paragraph citing substantial doubt about the company's ability to continue as a going concern.","The going-concern risk stems from substantial debt coming due within 12 months and negative cash flow from operations.","CRI was appointed as new independent auditor on Jan 15, 2026, after BPB resigned on Jan 13, 2026, following CRI's acquisition of BPB's capital markets practice.","No disagreements or reportable events (as defined in Reg S-K Item 304) existed between the company and BPB during the covered fiscal years."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"negative","materiality_score":0.85,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":109964,"accession_number":"0001213900-26-005154","cik":1852973,"company_name":"Borealis Foods Inc.","ticker":"BRLS","form_type":"8-K","filed_at":"2026-01-16T23:59:59+00:00","items":["3.01","4.01","9.01"],"status":"ready","headline":"Borealis Foods receives Nasdaq delisting notice for missing annual meeting deadline; auditor changes to CRI","event_type":"other_material","confidence":"high","bullets":["Nasdaq notified Borealis it failed to hold annual meeting within 12 months of fiscal year end, risking delisting.","Company has until Feb 26, 2026 to submit a compliance plan; if accepted, exception until June 29, 2026 to hold meeting.","Auditor BPB resigned effective Jan 13, 2026 after CRI acquired its capital markets practice; CRI appointed Jan 15, 2026.","No disagreements or reportable events between company and BPB during fiscal years 2023 and 2024."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"negative","materiality_score":0.6,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":126542,"accession_number":"0001213900-25-122266","cik":1852973,"company_name":"Borealis Foods Inc.","ticker":"BRLS","form_type":"8-K","filed_at":"2025-12-16T23:59:59+00:00","items":["2.04","8.01","9.01"],"status":"ready","headline":"Borealis Foods receives default notice from lender; default interest rate triggered","event_type":"debt","confidence":"high","bullets":["Frontwell Capital Partners notified Borealis of Events of Default under $15M term loan and $10M revolver.","Defaults include failure to maintain $4.375M excess availability and late financial reports.","Lender elected to charge interest at Default Rate (2% + applicable rate) effective Nov 12, 2025.","Credit Agreement remains in effect; lender may decline further revolving loan advances.","Company is negotiating with lender and evaluating capital-raising and liquidity alternatives."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"negative","materiality_score":0.8,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":126541,"accession_number":"0001213900-25-112705","cik":1852973,"company_name":"Borealis Foods Inc.","ticker":"BRLS","form_type":"8-K","filed_at":"2025-11-19T23:59:59+00:00","items":["2.04","8.01","9.01"],"status":"ready","headline":"Borealis Foods receives lender default notice; cash dominion imposed, borrowing restricted","event_type":"debt","confidence":"high","bullets":["Lender Frontwell asserts multiple Events of Default, including Excess Availability of ~$501K vs required $4.375M and missing financial reports since August 2024.","Lender imposed cash dominion over borrower deposit accounts; no obligation to honor further Revolving Loans.","Borrower reduced Revolving Loan balance from $10.2M to $3.55M as of Nov 19, 2025, and provided requested financial reports.","Company evaluating implications, in discussions with advisors; lender has not yet accelerated obligations."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"negative","materiality_score":0.8,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":143290,"accession_number":"0001213900-25-085855","cik":1852973,"company_name":"Borealis Foods Inc.","ticker":"BRLS","form_type":"8-K","filed_at":"2025-09-09T23:59:59+00:00","items":["8.01","9.01"],"status":"ready","headline":"Borealis Foods Q2 revenue up 36% to $7.2M; gross profit rises 22%; SG&A down 31%","event_type":"earnings","confidence":"high","bullets":["Net revenue grew to $7.2 million in Q2 2025, up from $5.3 million in Q2 2024 (36% increase).","Gross profit increased to $514,888; non-GAAP gross profit (excl. D&A) was $988,759, up from $818,000.","SG&A expenses fell 31% to $3.9 million from $5.6 million, driven by improved sales/marketing efficiency.","Chef Woo ramen won American Masters of Taste Gold Medal and Editor's Top Pick from Food & Beverage Magazine."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"positive","materiality_score":0.6,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":143289,"accession_number":"0001213900-25-084534","cik":1852973,"company_name":"Borealis Foods Inc.","ticker":"BRLS","form_type":"8-K","filed_at":"2025-09-04T23:59:59+00:00","items":["3.01","9.01"],"status":"ready","headline":"Borealis Foods receives Nasdaq notice for audit committee non-compliance; cure period until Feb 1, 2026","event_type":"regulatory","confidence":"high","bullets":["Nasdaq notified Borealis of non-compliance with Listing Rule 5605(c)(2)(A) for audit committee composition.","Audit Committee had only 2 independent directors after Kanat Mynzhanov resigned from the board.","Company has cure period until the earlier of next annual shareholders' meeting or February 1, 2026.","Notice has no immediate effect on listing of common shares or warrants on Nasdaq."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"negative","materiality_score":0.6,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":143288,"accession_number":"0001213900-25-078601","cik":1852973,"company_name":"Borealis Foods Inc.","ticker":"BRLS","form_type":"8-K","filed_at":"2025-08-19T23:59:59+00:00","items":["1.01","2.03","5.02","9.01"],"status":"ready","headline":"Borealis Foods borrows $980k from Chairman at 10%; CEO salary deferred from Feb 2025","event_type":"debt","confidence":"high","bullets":["Issued promissory notes to Chairman for $980k aggregate principal, 10% interest, due on demand.","Chairman had advanced $980k in funds from June 5 to Aug 14, 2025, now formalized.","CEO salary accrued but not paid from Feb 1, 2025; $125k accrued payroll expense recorded in Q2.","Notes may be prepaid without penalty; default rate increases to 15%."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"negative","materiality_score":0.65,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":161430,"accession_number":"0001213900-25-047973","cik":1852973,"company_name":"Borealis Foods Inc.","ticker":"BRLS","form_type":"8-K","filed_at":"2025-05-28T23:59:59+00:00","items":["8.01","9.01"],"status":"ready","headline":"Borealis Foods reports Q1 gross margin improvement to 13% and $2M from new food service partner","event_type":"other_material","confidence":"high","bullets":["Q1 2025 gross margin 13% vs 3% YoY; gross profit ~$900K vs ~$242K; ex-D&A margin would be 19%.","SG&A expenses down 37% to $3.8M, driven by lower professional services and shift from DTC.","Large national food service customer contributed $2M in first full quarter, supplying K-12 and prisons.","Partnership with multinational food company began shipping ramen in Q1; products in global retail.","Discussions underway with potential strategic and financial partners for financing."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"positive","materiality_score":0.75,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null},{"id":161429,"accession_number":"0001213900-25-045949","cik":1852973,"company_name":"Borealis Foods Inc.","ticker":"BRLS","form_type":"8-K","filed_at":"2025-05-20T23:59:59+00:00","items":["1.01","2.03","5.02","9.01"],"status":"ready","headline":"Borealis Foods issues $2.79M demand promissory notes to CEO/Chairman; CEO salary unpaid","event_type":"debt","confidence":"high","bullets":["Borrowed $2,785,000 from CEO and Chairman via demand promissory notes bearing 10% annual interest.","Notes due on demand; funds advanced between Jan 15 and May 2, 2025.","CEO salary not paid since Feb 1, 2025; $169,000 accrued as payroll expense.","Default interest rate of 15% if unpaid; notes may be prepaid without penalty."],"consensus_eps_estimate":null,"consensus_eps_actual":null,"consensus_revenue_estimate":null,"consensus_revenue_actual":null,"consensus_period":null,"consensus_source":null,"sentiment":"negative","materiality_score":0.75,"daily_digest_date":null,"daily_digest_url":null,"daily_digest_rank":null}],"next_cursor":null}