Borealis Foods Inc. 8-K

What Happened
Borealis Foods filed an 8-K reporting that on May 11, 2026 director Shiv Khemka resigned from the Board and from the Audit, Compensation and Nominating & Corporate Governance Committees. The Board increased its size from seven to eight members and appointed Zaure Algaziyeva and Pavel Mynzhanov as directors effective May 11, 2026. The appointments were made pursuant to the Credit Agreement with Oxus Capital PTE Ltd. (the Company’s lender), previously disclosed on May 1, 2026.

Key Details

• Shiv Khemka resigned on May 11, 2026; his resignation was not due to any disagreement with the Company.
• Board size increased from 7 to 8 directors; Zaure Algaziyeva and Pavel Mynzhanov were appointed to serve until the next annual meeting.
• Zaure Algaziyeva was designated an independent director under Nasdaq rules and was appointed to the Audit, Compensation and Nominating & Corporate Governance Committees.
• Pavel Mynzhanov is a Director of Oxus Capital (the Company’s lender and significant shareholder), does not qualify as independent under Nasdaq rules, and is CEO of Fincraft Energy Holding Ltd. (an Oxus affiliate).

Why It Matters
These changes affect the Company’s governance and the balance of independent vs. affiliated board members. One new director is independent (Algaziyeva) while the other (Mynzhanov) represents the lender/major shareholder (Oxus), reflecting Oxus’s contractual role under the Credit Agreement. Investors should note the increased presence of an Oxus-affiliated director and monitor any related-party arrangements or strategic shifts tied to the lender relationship disclosed in prior filings.