{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-25-045949","form_type":"8-K","ticker":"BRLS","cik":"0001852973","company_name":"Borealis Foods Inc.","filed_at":"2025-05-20T23:59:59+00:00","discovered_at":"2026-05-14T18:02:50.160991+00:00","generated_at":"2026-05-21T00:27:02.361558+00:00","sec_items":["1.01","2.03","5.02","9.01"],"event_type":"debt","sentiment":"negative","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Borealis Foods issues $2.79M demand promissory notes to CEO/Chairman; CEO salary unpaid","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."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-25-045949","json":"https://secwatch.observer/filing/0001213900-25-045949.json","markdown":"https://secwatch.observer/filing/0001213900-25-045949.md","text":"https://secwatch.observer/filing/0001213900-25-045949.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1852973/000121390025045949/0001213900-25-045949-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1852973/000121390025045949/ea0242827-8k_borealis.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-21T00:27:02.361558+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"6935ed9328d5b24d4776a0775dd4890b0b1fa9ad","claim":"Borealis Foods Inc. incurred loan of aggregate principal amount of $2,785,000 with Chief Executive Officer and Chairman of the Board of Directors at 10% per annum maturing due on demand.","evidence_excerpt":"On May 20, 2025, Borealis Foods Inc. (the \"Company\") issued promissory notes to the Company's Chief Executive Officer (the \"CEO\") and Chairman of the Company's Board of Directors (the \"Chairman\") in the aggregate principal amount of $2,785,000 (the \"Promissory Notes\"). The Promissory Notes bears interest at a rate of 10% per annum and are due on demand.","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1852973/000121390025045949/0001213900-25-045949-index.htm","confidence":0.95,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"loan"},{"label":"Principal","value":"aggregate principal amount of $2,785,000"},{"label":"Counterparty","value":"Chief Executive Officer and Chairman of the Board of Directors"},{"label":"Rate","value":"10% per annum"},{"label":"Maturity","value":"due on demand"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}