8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 5, 2024

BOREALIS FOODS INC.

(Exact name of Registrant as Specified in its Charter)

Ontario	001-40778	98-1638988
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1540 Cornwall Rd. #104 Oakville, Ontario	L6J 7W5
(Address of Principal Executive Offices)	(Zip Code)

(905) 278-2200

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a.12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares	BRLS	Nasdaq Capital Market
Warrants	BRLSW	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

Stock Buyback Program

On June 5, 2024, the Board of Directors (the “Board”) of Borealis Foods Inc. (the “Company”) authorized and approved a stock buyback program (the “Stock Buyback Program”) pursuant to which the Company is authorized to purchase up to $3.0 million of the Company’s Common Shares. The Stock Buyback Program has an expiration date of May 30, 2025 and may be suspended, terminated, or modified by the Board at any time without prior notice at the Board’s discretion. Under the Stock Buyback Program, the Company intends to repurchase through privately negotiated transactions, block trades, or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act.

The Stock Buyback Program is expected to be funded using the Company’s cash on hand and from its operations. Repurchases under the Stock Buyback Program may be made, from time to time, in amounts and at prices the Company deems appropriate. The Stock Buyback Program does not obligate the Company to purchase any dollar amount or number of Common Shares. Repurchases by the Company under the Stock Buyback Program will depend on a variety of factors, including the availability of stock, general market and economic conditions, trading volume, stock price, available liquidity, alternative uses for capital and other general business considerations, all subject to applicable legal, regulatory and contractual requirements.

A copy of the press release announcing the Stock Buyback Program is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Forward-Looking Statements

This Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would,” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. All statements contained in this Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the amount, timing, and sources of funding for the Stock Buyback Program. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements, including, but not limited to, risks relating to the fact that common share repurchases may not be conducted in the timeframe or in the manner the Company expects, or at all, and the important factors discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, and its other filings with the Securities and Exchange Commission. These factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this Form 8-K. Any such forward-looking statements represent management’s estimates as of the date of this Form 8-K. While the Company may elect to update such forward-looking statements at some point in the future, the Company disclaims any obligation to do so, even if subsequent events cause its views to change.

The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description
99.1	Press Release, dated June 6, 2024, issued by Borealis Foods Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BOREALIS FOODS INC.
Date: June 6, 2024	By:	/s/ Reza Soltanzadeh
		Reza Soltanzadeh
		Chief Executive Officer

2

EX-99.1

Exhibit 99.1

Borealis Foods Authorizes Stock Buyback Program

Toronto, ON, June 6, 2024 – Borealis Foods Inc. (“Borealis” or the “Company”) (Nasdaq: BRLS), a pioneering food tech company dedicated to crafting premium-quality, nutritious food solutions accessible to all, announced today that its Board of Directors has authorized a stock buyback program, effective immediately.

Under the program, the Company may purchase up to $3.0 million of its common shares from time to time, at management’s discretion, in open market transactions made in accordance with the provisions of Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), and other applicable legal, regulatory and contractual requirements. The repurchase of shares may be done through privately negotiated transactions, block trades, or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act.

Reza Soltanzadeh, CEO of Borealis Foods, noted, “The management and Board of Directors strongly believe that the current valuation of our publicly traded shares does not accurately reflect the inherent strength and opportunity of our business. In the past five years since its inception, Borealis Foods has achieved remarkable milestones, including the development of valuable intellectual property, the establishment of a technologically advanced manufacturing facility, successful market introduction of two nationwide ramen brands, and diversification of revenue streams across various sales channels, all of which has positioned us well for the next phase of growth. We are confident that implementing the share buyback program as a strategic tool to manage our capital structure will deliver enhanced value to our shareholders.”

The specific timing and amount of repurchases will be made at management’s discretion at prices management considers to be attractive and in the best interest of both Borealis Foods and its shareholders, and will depend on a variety of factors, including the availability of stock, general market and economic conditions, trading volume, stock price, available liquidity, alternative uses for capital and other general business considerations, all subject to applicable legal, regulatory and contractual requirements.

The buyback program does not obligate Borealis Foods to purchase any particular dollar amount or number of shares and there is no guarantee as to the number of shares that the Company may ultimately repurchase. The program will expire on May 30, 2025, regardless of whether all $3.0 million of shares has been repurchased. The buyback program may be suspended, terminated or modified at any time for any reason without prior notice.

About Borealis

Borealis is an innovative food technology company with a mission to address global food security challenges through its research and development of tasty highly nutritious and functional food products that are both affordable and sustainable. The Company’s focus on affordability and sustainability reflects its commitment to making a positive impact on both human life and the planet. Through its wholly-owned subsidiary, Palmetto Gourmet Foods, Borealis has created meals that are made with organic noodles, and are vegan, vegetarian, Halal, Kosher, plant-based, egg and dairy free, non-GMO, free of added MSG and TBHQ free. Borealis distributes its food products throughout the United States, Canada, Mexico and recently began distributing its products in Europe.

Forward Looking Statements

Certain statements made in this release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, including statements regarding the and future financial condition and performance of Borealis, and the expected financial impacts of the stock buyback program, markets, and expected future growth and market opportunities. Forward-looking statements generally relate to management’s current expectations, hopes, beliefs, intentions, strategies, plans, objections or projections about future events or Borealis’ future financial condition or operating performance. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements.

These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. As such, readers are cautioned not to place undue reliance on any forward-looking statements and readers should not rely on these forward-looking statements as predictions of future events.

Forward-looking statements are based upon estimates and assumptions that, while considered reasonable by management of Borealis, are inherently uncertain. Factors that may cause actual result to differ from current expectations include, but are not limited to: financial and operating performance; changes to existing applicable laws or regulations; the possibility that Borealis or the combined company may be adversely affected by economic, business, or competitive factors; Borealis’ estimates of revenue, expenses, operating costs and profitability; the evolution of the markets in which Borealis competes and Borealis’ ability to enter new markets effectively; and the ability of Borealis to implement its strategic initiatives and continue to innovate its existing services.

Forward-looking statements speak only as of the date they are made. Investors are cautioned not to put undue reliance on forward-looking statements and Borealis assumes no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by securities and other applicable laws.

Contacts

Investors:

Jeremy Hellman

Vice President

The Equity Group

jhellman@equityny.com

(212) 836-9626

Media:

Henry Wong
Chief Marketing Officer
Borealis Foods
hwong@borealisfoods.com
(905) 278-2200

XML

Cover	Jun. 05, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 05, 2024
Entity File Number	001-40778
Entity Registrant Name	BOREALIS FOODS INC.
Entity Central Index Key	0001852973
Entity Tax Identification Number	98-1638988
Entity Incorporation, State or Country Code	A6
Entity Address, Address Line One	1540 Cornwall Rd. #104
Entity Address, City or Town	Oakville
Entity Address, State or Province	ON
Entity Address, Postal Zip Code	L6J 7W5
City Area Code	(905)
Local Phone Number	278-2200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Shares
Title of 12(b) Security	Common Shares
Trading Symbol	BRLS
Security Exchange Name	NASDAQ
Warrants
Title of 12(b) Security	Warrants
Trading Symbol	BRLSW
Security Exchange Name	NASDAQ