UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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). |
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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 | ||
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