Borealis Foods Inc. 8-K

What Happened
Borealis Foods Inc. filed an 8‑K (dated June 4, 2026) reporting that on May 29, 2026 it issued a $3,000,000 convertible promissory note to OXUS CAPITAL PTE LTD, which beneficially owns about 39.09% of the company and has designated two directors. The Note bears 10% annual interest payable at maturity, matures on the earlier of August 29, 2026 (subject to limited extension if required approvals for conversion are not obtained), and may be converted by Oxus into common shares at $1.45 per share (conversion subject to required approvals and a 49.9% beneficial ownership cap). The company intends to use proceeds for accounts payable, vendor obligations, fees/expenses related to the Note, and working capital; proceeds may not be used to repay existing borrowed indebtedness.

Key Details

• Principal: $3,000,000 convertible promissory note issued to Oxus Capital Pte Ltd (May 29, 2026).
• Interest & maturity: 10% per annum, payable at maturity; maturity date Aug 29, 2026 (can extend if approvals delayed).
• Conversion: $1.45 per share conversion price (≈2,068,966 shares before accrued interest adjustments); conversion limited so Oxus would not exceed 49.9% ownership and is subject to required approvals (including any Nasdaq/shareholder approvals).
• Security and defaults: Note is a general senior unsecured obligation, pari passu with other unsecured debt, with customary default and acceleration provisions.

Why It Matters
This transaction provides near‑term liquidity to cover payables and working capital needs but also creates a $3.0M unsecured obligation carrying 10% interest. If Oxus converts (and required approvals are obtained), it could materially increase its stake up to the 49.9% blocker, potentially changing the company’s share count and ownership mix (conversion would add roughly 2.07 million shares based on the $1.45 price, before accounting for accrued interest or adjustments). Investors should watch for any shareholder or Nasdaq approvals, future dilution effects if conversion occurs, and the company’s use of proceeds and additional financing or covenant/default developments.