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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
May 20, 2025
Date of Report (date of earliest event reported)
BOREALIS FOODS INC.
(Exact name of registrant as specified in its charter)
| Ontario | 001-40778 | 98-1638988 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
|
1540 Cornwall Rd., Suite 104
|
| (Address of principal executive offices and zip code) |
| (905) 278-2200 |
| (Registrant's telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common Shares | BRLS | Nasdaq Capital Market | ||
| Warrants | BRLSW | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Enty into a Material Definitive Agreement.
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. The notes may be prepaid at any time, in full or in part without penalty. The Promissory Notes were granted in connection with the CEO and Chairman advancing an aggregate amount of $2,785,000 in funds to the Company between January 15, 2025 and May 2, 2025.
The foregoing description of the Promissory Notes do not purport to be complete and are qualified in their entirety by the terms and conditions of the Promissory Notes, filed as Exhibit 10.1 hereto and incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information called for by this item is contained in Item 1.01, which is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Company’s CEO’s salary was accrued and not paid since February 1, 2025. The Company recorded approximately $169,000 in accrued payroll expense to reflect compensation for services performed.
Item 9.01 Financial Statements and Exhibits
(d): The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 10.1 | Form of Promissory Notes, dated as of May 20, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned.
| BOREALIS FOODS INC. | ||
| Date: May 20, 2025 | By | /s/ Pouneh Rahimi |
| Pouneh Rahimi | ||
| Chief Legal Officer | ||
Exhibit 10.1
PROMISSORY NOTE
| $[●] USD | Calculated as of [●], 2025 |
FOR VALUE RECEIVED, Borealis Foods Inc., an Ontario corporation (the “Borrower”), promises to pay to [●] (the “Lender”), the principal sum of
[●]
The designation of “Lender” or “Borrower” as used herein shall include singular, plural, masculine, feminine or neutral as required by the context.
| 1. | Promise to Pay. The Borrower promises to pay to the order of the Lender by check or wire transfer, the sum of [●] U.S. Dollars ($[●]) (the “Principal”). |
| 2. | Interest. The Principal shall bear simple interest at the rate of ten percent (10%) per annum, calculated as of the date first written above. |
Interest shall be calculated at the rate of 1/360 of the annual rate of interest for each day that principal is outstanding (i.e., interest will accrue and be paid on the actual number of calendar days elapsed from the date of each advance based on a 360-day year).
| 3. | Demand. The entire outstanding Principal and interest shall be fully due and payable in U.S. Dollars, at the address set forth above, or at such other place as the Lender may designate in writing, ON DEMAND. |
| 4. | Prepayment. Borrower shall have the option to prepay this Promissory Note, in full or in part, at any time without penalty. |
| 5. | Status of Lender. In the event that the Borrower ceases to be a shareholder, officer or director of the Borrower for any reason, or the Borrower seeks relief under applicable bankruptcy laws, or suffers an involuntary petition in bankruptcy or receivership not vacated within thirty (30) days, the entire balance of this Promissory Note shall be immediately due and payable to the Borrower. |
| 6. | Default. Unless otherwise agreed to by the Lender, failure of Borrower to pay any sum when due and payable hereunder or failure to perform any covenant hereunder shall constitute an event of default (“Default”). In the event of a Default hereunder, the Margin of the interest rate set forth above shall be increased to fifteen percent (15%) per annum, beginning on the date of such Default and continuing until the Default is cured in full. Furthermore, the Borrower agrees that in the event of a Default, the whole amount evidenced by this Promissory Note shall, at the option of the Lender, become immediately due and the Lender shall have the right to institute any proceedings on this Promissory Note for the purpose of collecting the Principal and Interest with the costs and expenses of protecting any security connected herewith. |
| 7. | Notices. All notices and communications to Borrower in connection with this Promissory Note shall be to the address first set forth above. |
| 8. | Enforcement. The Borrower shall pay all costs and expenses, including legal expenses and reasonable attorney’s fees incurred by Lender in connection with the enforcement of Borrower’s obligations under this Promissory Note. No delay or omission on the part of the Lender in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder, and no single or partial exercise of any right hereunder shall preclude other or future exercise thereof. |
| 9. | Waiver. Demand, presentment, protest, or other requirements of notice or acts of diligence are waived by all parties hereto. |
| 10. | No Assignment; Successors. No rights or obligations of Borrower or Lender hereunder may be assigned or otherwise transferred without the prior written consent of Borrower. This Promissory Note shall be binding upon Borrower’s assigns and other successors, and shall inure to the benefit of Lender’s permitted assigns and other successors. |
| 11. | Governing Law. This Promissory Note shall be governed by and construed in accordance with the laws of the Province of Ontario, without regard to conflict or choice of law principles. |
IN WITNESS WHEREOF, this Promissory Note is effective as of this __ day of May, 2025.
| BOREALIS FOODS INC. | ||
| Per: | Reza Soltanzadeh | |
| Its: | President | |