Borealis Foods Inc. (BRLS): debt financing — Borealis Foods issues $3M convertible note to largest shareholder Oxus Capital

Borealis Foods Inc.

Note bears 10% interest, matures Aug 29, 2026 (extendable if conversion approvals not obtained).
Conversion price $1.45/share; up to ~2.07M shares issuable subject to anti-dilution adjustments.
Proceeds for accounts payable, working capital; not for debt repayment.
Conversion requires shareholder approval under Nasdaq rules; company to seek promptly.
Note includes a 49.9% beneficial ownership blocker for Oxus.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Borealis Foods Inc. incurred convertible notes of $3,000,000 with OXUS CAPITAL PTE LTD. at 10% per annum maturing the earlier of August 29, 2026 and the date on which the investor Oxus accelerates the obligations under the Note following an event of default.

Instrument: convertible notes
Principal: $3,000,000
Counterparty: OXUS CAPITAL PTE LTD.
Rate: 10% per annum
Maturity: the earlier of August 29, 2026 and the date on which the investor Oxus accelerates the obligations under the Note following an event of default
Event: incurrence

Exact text from the filing

On the date of issuance, May 29, 2026, the Company became obligated under the Note in the aggregate principal amount of $3.0 million.

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Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Borealis Foods Inc. issued convertible note to OXUS CAPITAL PTE LTD. for $3,000,000.

Security: convertible note
Purchaser: OXUS CAPITAL PTE LTD.
Consideration: $3,000,000

Exact text from the filing

Definitive Agreement. On May 29, 2026, Borealis Foods Inc. (the “Company”) issued a convertible promissory note to OXUS CAPITAL PTE LTD. (“Oxus”) in the principal amount of $3,000,000 (the “Note”). As of the date of issuance, Oxus beneficially owned approximately 39.09% of the Company’s outstanding common shares and was the Company’s largest shareholder. Oxus

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Borealis Foods Inc. entered into Note with OXUS CAPITAL PTE LTD. valued at principal amount of $3,000,000 (effective 2026-05-29).

Action: entry
Agreement: notes offering
Counterparty: OXUS CAPITAL PTE LTD.
Value: principal amount of $3,000,000
Effective: 2026-05-29

Exact text from the filing

On May 29, 2026, Borealis Foods Inc. (the “Company”) issued a convertible promissory note to OXUS CAPITAL PTE LTD. (“Oxus”) in the principal amount of $3,000,000 (the “Note”).

View on SEC.gov

295 debt financings filed in the last 30 days. Browse all debt financings →

Borealis Foods Inc. filing history →

Source: SEC EDGAR

accession 0001213900-26-065290

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