Borealis Foods Inc 8-K, filed Apr 17, 2026
Borealis Foods Inc. (BRLS)
About this 8-K
Borealis Foods Inc filed this 8-K on April 17, 2026, reporting on events of April 13, 2026.
Items reported
- Item 2.04: Debt obligation accelerated or increased
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
As previously disclosed, Borealis Foods Inc. (the “Company”), together with its wholly owned subsidiaries party thereto (collectively with the Company, the “Loan Parties”), are party to a Credit Agreement, dated as of August 10, 2023 (as amended, the “Credit Agreement”), with Frontwell Capital Partners Inc. (the “Lender”). On March 27, 2026, the Loan Parties entered into a Forbearance and Amendment Agreement (the “Forbearance Agreement”) with the Lender in connection with previously disclosed Events of Default under the Credit Agreement. As previously disclosed, as of March 25, 2026, outstanding obligations under the Credit Agreement were at least $16,116,215.30, exclusive of subsequently accrued interest, fees and expenses.
The Forbearance Agreement required that the Loan Parties comply with certain milestones, including providing the Lender, by April 9, 2026, with a written plan, in form and substance satisfactory to the Lender in its sole discretion, for generating sufficient proceeds to fully repay the Loan Parties' outstanding obligations under the Credit Agreement.
On April 13, 2026, the Company received a letter (the “Default Notice”) from counsel to the Lender stating that the Loan Parties had failed to satisfy the April 9, 2026 milestone. While the Lender acknowledged that the Loan Parties provided certain term sheets, the Lender determined that the materials did not constitute a satisfactory plan. The Loan Parties' failure to satisfy the milestone constitutes a Forbearance Default under the Forbearance Agreement, which entitles the Lender to terminate the Forbearance Period and exercise all rights and remedies available under the Credit Agreement and applicable law, including acceleration of the outstanding obligations. The Lender has not elected to terminate the Forbearance Period at this time but has reserved all rights in respect of the Forbearance Default.
The Company is evaluating alternatives to address its outstanding obligations, including potential refinancing, capital-raising and other strategic transactions. The Forbearance Period is scheduled to expire on April 27, 2026. There can be no assurance that the Company will obtain alternative financing or that the Lender will not elect to terminate the Forbearance Period and exercise its remedies.
A copy of the Default Notice is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding the Company's expectations with respect to the Forbearance Agreement, the Forbearance Period, the Lender's exercise of rights and remedies, the Company's ability to refinance or repay its obligations under the Credit Agreement, the Company's ability to obtain alternative financing or consummate strategic transactions, and the Company's ability to continue as a going concern. These statements are based on the Company's current expectations and beliefs and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Factors that may cause such differences include, but are not limited to: the risk that the Lender may terminate the Forbearance Period and exercise remedies under the Credit Agreement; the risk that the Company may be unable to obtain alternative financing on acceptable terms or at all; the risk that the Company may be unable to satisfy its obligations under the Credit Agreement; and other risks and uncertainties set forth in the Company's filings with the Securities and Exchange Commission from time to time. The Company's filings with the SEC are available at www.sec.gov. Investors should not place undue reliance on the Company's forward-looking statements. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of this report, except as required by applicable law.
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Item 9.01 Financial Statements and Exhibits
(d): The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 99.1 | Notice of Forbearance Default, dated April 13, 2026, from Frontwell Capital Partners Inc. to Borealis Foods Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 2nd day of April 2026.
| BOREALIS FOODS INC. | ||
| Date: April 17, 2026 | By: | /s/ Pouneh V. Rahimi |
| Pouneh V. Rahimi | ||
| Chief Legal Officer | ||
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Exhibit 99.1
One Arts Plaza, 1722 Routh Street, Suite 1500 | Dallas, TX 75201 | T 214.964.9500 | F 214.964.9501
Holland & Knight LLP | www.hklaw.com
Brian Smith
+1 214-964-9464
brian.smith@hklaw.com
VIA EMAIL
April 13, 2026
Borealis Foods Inc., et al.
c/o Nixon Peabody LLP
Exchange Place, 53 State Street
Boston, MA 02109-2835
Attention: Richard Pedone, Frank Hamblett
Email: rpedone@nixonpeabody.com, fhamblett@nixonpeabody.com
| Re: | Forbearance and Amendment Agreement, dated as of March 27, 2026 (the“Forbearance Agreement”)by and among Borealis Foods Inc., Palmetto Gourmet Foods, Inc., PGF Real Estate I, Inc., PGF Real Estate II, Inc., Borealis IP Inc., and Palmetto Gourmet Foods (Canada) Inc. as “Forbearance Parties” and Frontwell Capital Partners Inc (herein, “Lender” or “rontwell”). |
Capitalized terms not otherwise defined in this letter shall have the meanings assigned to such terms in the Forbearance Agreement.
As you are aware, the Forbearance Agreement required that the Forbearance Parties comply with certain milestones identified on Schedule 7.3 of the Forbearance Agreement. The last such milestone required the Forbearance Parties to provide Frontwell, by April 9, 2026, with a written plan, in form and substance satisfactory to Frontwell at its sole discretion, for generating sufficient proceeds to fully repay the Forbearance Parties’ outstanding obligations to Frontwell. That written plan was required to, among other things, contain detailed milestones for implementing such plan, from inception to closing.
The Forbearance Parties’ failed to provide Frontwell with such a satisfactory plan by April 9, 2026. Although Frontwell acknowledges that the Forbearance Parties attempted to provide Frontwell with certain term sheets in respect of such milestone, the Forbearance Parties nevertheless failed to satisfy the milestone requirements because (i) the Forbearance Parties failed to provide a satisfactory, documented plan for satisfying their obligations to Frontwell, (ii) the materials provided consisted largely of non-binding, unsigned term sheets (and one signed, non-binding term sheet that itself was not sufficient to repay the outstanding obligations to Frontwell), and (iii) the materials provided were not satisfactory to Frontwell.
THE FORBEARANCE PARTIES’ FAILURE TO SATISFY THE APRIL 9, 2026 MILESTONE CONSTITUTES A FORBEARANCE DEFAULT UNDER THE FORBEARANCE AGREEMENT. THAT FORBEARANCE DEFAULT ENTITLES FRONTWELL TO TERMINATE THE FORBEARANCE PERIOD. ALTHOUGH FRONTWELL HAS NOT ELECTED TO TERMINATE THE FORBEARANCE PERIOD AT THIS TIME, FRONTWELL RESERVES ALL RIGHTS AVAILABLE IN RESPECT OF THE OUTSTANDING FORBEARANCE DEFAULT AND RESERVES THE RIGHT TO TERMINATE THE FORBEARANCE PERIOD AT ANY TIME IN THE FUTURE.
Frontwell also reserves all of its rights, privileges, and remedies under the Credit Agreement, the Forbearance Agreement, each other Loan Document and any other contract or instrument between Frontwell, on one hand and the Forbearance Parties, on the other hand, including all rights and remedies referenced in the Credit Agreement and in the other Loan Documents that arise upon the occurrence of a Default or an Event of Default (including, without limitation, the Events of Default acknowledged in the Forbearance Agreement), as well as all other claims that may now exist or hereafter arise under applicable law, and all of the terms, provisions and conditions of the Credit Agreement and each other Loan Document and any such other contract or instrument shall remain and continue in full force and effect.
Nothing contained in this letter, or any other communication among Frontwell or any Forbearance Party shall be construed as a waiver by Frontwell of any covenant or provision of the Credit Agreement, the Forbearance Agreement, the other Loan Documents, or any other contract or instrument among any Forbearance Party and Frontwell, or of any past, present or future violation of the Credit Agreement, the Forbearance Agreement, any other Loan Document or any other related document, or of any similar future transaction, and the failure of Frontwell at any time or times hereafter to require strict performance by the Forberance Parties of any provision thereof shall not waive, affect or diminish any right of Frontwell to thereafter demand strict compliance therewith. Nothing contained in this letter shall directly or indirectly in any way whatsoever either: (i) impair, prejudice or otherwise adversely affect Frontwell’s right at any time to exercise any right, privilege or remedy in connection with the Credit Agreement, the Forbearance Agreement, any other Loan Documents, or applicable law, whether on account any Default or Event of Default, or otherwise (all of which rights are hereby expressly reserved by Frontwell), (ii) amend or alter any provision of the Credit Agreement, the Forbearance Agreement, or any other Loan Documents or any other contract or instrument, (iii) constitute any course of dealing or other basis for altering any obligation of any Forbearance Party under the Credit Agreement, the Forbearance Agreement, or any other Loan Documents or any right, privilege or remedy of Frontwell under the Credit Agreement, the Forbearance Agreement, any other Loan Documents, any other contract or instrument, or applicable law, or (iv) constitute any consent (deemed or express) by Frontwell to any prior, existing or future violations of the Credit Agreement, the Forbearance Agreement, any other Loan Document or any other related document, including, without limitation, any Default or Event of Default. There are no oral agreements among Frontwell and the Forbearance Parties, and no prior or future discussions or representations regarding the subject matter hereof shall constitute a waiver of any past, present or future violation, including, without limitation, any Default or Event of Default. Time is of the essence with respect to all matters referred to herein.
Cc:
Borealis Foods Inc.
Palmetto Gourmet Foods, Inc.
PGF Real Estate I, Inc.
PGF Real Estate II, Inc.
Borealis IP Inc.
Palmetto Gourmet Foods (Canada) Inc.
1540 Cornwall Road, Suite 104
Oakville, ON L6J 7W5
Attention: Reza Soltanzadeh, Pouneh Rahimi
Email: rs@palmettogf.com, prahimi@palmettogf.com
| /s/ Brian Smith | |
| Brian Smith |