UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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) |
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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.
| BOREALIS FOODS INC. | ||
| Date: May 20, 2025 | By | /s/ Pouneh Rahimi |
| Pouneh Rahimi | ||
| Chief Legal Officer | ||
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