Borealis Foods Inc. 8-K

What Happened
Borealis Foods Inc. announced it entered a Credit Agreement with Oxus Capital PTE Ltd. on April 27, 2026, under which Oxus provided a term loan of up to $17.0 million to three Borealis subsidiaries. Proceeds were used to repay the company’s existing credit facility with Frontwell Capital Partners and to pay transaction costs; approximately $16.2 million repaid Frontwell, about $375,000 paid transaction expenses, and roughly $425,000 remained with the company. The company also entered a Conversion Agreement with Oxus and certain shareholder-lenders covering approximately $29.1 million of principal (plus about $4.2 million accrued interest through June 30, 2026) that could convert into common shares if the company does not complete a specified equity raise by July 1, 2026.

Key Details

• Term loan: up to $17.0M, interest 12% per annum (plus +2% default rate); matures the earlier of April 27, 2031 or lender acceleration.
• Repayment/amortization: principal repayable in 48 monthly installments beginning May 1, 2027; interest payable monthly starting May 1, 2027 (subject to Year 1 conversion option).
• Year 1 interest conversion: Oxus may convert accrued interest from closing through April 30, 2027 (approx. $2.0M at 12%) into common shares at a market-based conversion price.
• Conversion Agreement: $29.1M principal + ~$4.2M interest will automatically convert into common shares if Borealis fails to raise ≥ $70M at $9.00/share (or equivalent pricing test) by July 1, 2026; conversion price based on 20‑day VWAP prior to the deadline.
• Corporate governance: the Credit Agreement requires shareholders to reconstitute the Board by May 11, 2026, replacing two directors and appointing Pavel Mynzhanov and Zaure Algazieva (or lender-approved alternatives).
• Other effects: Frontwell agreements were repaid and terminated; the company’s Chief Restructuring Officer engagement ended. The Credit Agreement includes mandatory prepayment provisions for certain equity proceeds and usual covenants and default events.

Why It Matters
This transaction replaces the company’s prior Frontwell facility with Oxus financing, providing near-term liquidity and longer-dated debt but at a relatively high interest rate (12%). The Conversion Agreement creates a clear path to significant potential dilution for existing shareholders if Borealis cannot complete a large equity raise (target $70M by July 1, 2026). Investors should watch the company’s progress on the required equity financing, any Year 1 interest-to-equity conversion by Oxus, and the planned board changes required by the lender.