Borealis Foods INC. 8-K Filing

Ticker: BRLSW · Form: 8-K · Filed: Dec 16, 2025 · CIK: 1852973

Sentiment: neutral

Filing Stats: 1,258 words · 5 min read · ~4 pages · Grade level 15.3 · Accepted 2025-12-16 16:15:44

Key Financial Figures

Filing Documents

04 Triggering Events That Accelerate or Increase a Direct

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant On December 10, 2025, Borealis Foods Inc. (the "Company") received a letter from counsel to Frontwell Capital Partners Inc. (the "Lender") regarding the Credit Agreement, dated as of August 10, 2023 (as the same has been amended, supplemented or otherwise modified, from time to time, prior to the date hereof, the "Credit Agreement"), by and among the Company, certain subsidiaries of the Company (together with the Company, the "Loan Parties") and the Lender, pursuant to which, the Lender has (a) made certain term loans (the "Term Loans") to certain of such subsidiaries of the Company (collectively, the "Borrowers") in the aggregate principal amount of USD $15,000,000 and (b) agreed to make, from time to time, certain revolving loans (the "Revolving Loans") to the Borrowers in the aggregate principal amount of up to USD $10,000,000, subject to the terms and conditions contained therein. All capitalized terms not defined herein but defined in the Credit Agreement shall have the meanings given to such terms in the Credit Agreement. The letter states that in a prior letter delivered to the Loan Parties on or about November 13, 2024, counsel to the Lender noted the Loan Parties that certain Events of Default had then occurred and were continuing and that since this prior letter, certain additional Events of Default have occurred and are continuing, including the following (collectively, the "Specified Events of Default"): (i) an Event of Default resulting from the failure to maintain Excess Availability of at least $4,375,000 at all times as required by Section 7.1 of the Credit Agreement; (ii) an Event of Default resulting from the failure to deliver monthly financial statements for the period ended October 31, 2025 by November 30, 2025 as required by Section 5.1 of the Credit Agreement; and (iii) an Event of Def

01 Other Events

Item 8.01 Other Events As disclosed under Item 2.04 of this Current Report on Form 8-K, on December 10, 2025, the Company received a letter from the Lender regarding certain Events of Default which have occurred and are continuing under the Credit Agreement. While the letter states that pursuant to Section 2.5(a) of the Credit Agreement and as a result of these Specified Events of Default, the Lender has elected to charge interest on the outstanding obligations at the Default Rate effective November 12, 2025 and may, in its sole discretion, decline to honor future borrowing requests, the Credit Agreement remains in effect, and as of the date of this report, the Lender has not notified the Loan Parties that the Lender has accelerated the payment of the unpaid indebtedness of the Loan Parties to the Lender under the Credit Agreement or terminated the Commitment to make Revolving Loans. The Company is continuing to work collaboratively with the Lender regarding these matters, including potential amendments or modifications to the Credit Agreement, ongoing availability of revolving credit borrowings, and the timing and delivery of required financial reporting. No assurances can be given as to the outcome of such discussions or the future access by the Borrowers to Revolving Loans under the Credit Agreement. In parallel, the Company is evaluating other capital-raising initiatives and liquidity-enhancing alternatives, which may include modifications to existing financing arrangements, incremental financing transactions, cost-management actions, or other strategic actions. The Company intends to provide additional disclosure as appropriate.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d): The following exhibits are being filed herewith: Exhibit No. Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1 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 hereunto duly authorized on this 16 day of December, 2025. BOREALIS FOODS INC. By /s/ Pouneh Rahimi Date: December 16, 2025 Pouneh V. Rahimi Chief Legal Officer 2

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