---
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"
generated_at: "2026-05-21T00:27:02.361558+00:00"
event_type: "debt"
sentiment: "negative"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Borealis Foods issues $2.79M demand promissory notes to CEO/Chairman; CEO salary unpaid

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: debt
- sentiment: negative
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.03, 5.02, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-25-045949
- JSON: https://secwatch.observer/filing/0001213900-25-045949.json
- Plain text: https://secwatch.observer/filing/0001213900-25-045949.txt

## Key facts
- Debt Financings
  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.
  - Instrument: loan
  - Principal: aggregate principal amount of $2,785,000
  - Counterparty: Chief Executive Officer and Chairman of the Board of Directors
  - Rate: 10% per annum
  - Maturity: due on demand
  - Event: incurrence
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1852973/000121390025045949/0001213900-25-045949-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.