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

February 215, 2026

Date of Report (date of earliest event reported)

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 Number)

1540 Cornwall Rd., Suite 104 Oakville, ON ~~L6J7W5~~L6J 7W5

(Address of principal executive offices and zip code)

(905) 278-2200

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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	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 12b-2 of the Exchange Act.

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 28.0401 ~~Triggering~~Other Events ~~That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~.

On February 215, 2026, Borealis Foods Inc. (the “Company”) ~~received a letter from counsel to Frontwell Capital Partners Inc. (the “Lender”) regarding the Credit Agreement~~, ~~dated as of August~~ 10, 2023 (as the same has been amended, supplemented or otherwise modified, from time to time, prior to the date hereof, the “Credit Agreement”), by and among the Company, Palmetto Gourmet Foods, Inc., PGF Real Estate I, Inc., PGF Real Estate II, Inc., Borealis IP Inc. and Palmetto Gourmet Foods (Canada) Inc., (together with ~~the~~certain ~~Company,~~of ~~the~~its ~~“Loan Parties”) and the Lender~~subsidiaries, ~~pursuant to~~entered ~~which,~~into ~~the Lender has (~~a) ~~made~~commitment ~~certain~~letter ~~term~~with ~~loans~~a ~~(the~~third-party ~~“Term~~lender ~~Loans”)~~providing infor ~~the~~a ~~aggregate~~proposed ~~principal amount of USD $15,000,000~~senior ~~and~~secured ~~(b)~~credit ~~agreed~~facility ~~to make, from time to time, certain revolving loans~~ (the “~~Revolving~~Proposed ~~Loans~~Credit Facility”) ~~in the aggregate principal amount of up to USD $10,000,000, subject to the terms and conditions contained therein~~. ~~All capitalized terms not defined herein but defined in the Credit Agreement shall have the meanings given to such terms in the Credit Agreement.~~

The ~~letter~~Proposed ~~states~~Credit ~~that,~~Facility asis ~~previously~~expected ~~notified~~to inconsist ~~correspondence~~of ~~delivered on~~a orsenior ~~about~~secured term ~~December~~loan ~~10,~~and ~~2025,~~a ~~one~~senior orsecured ~~more~~revolving ~~Events~~credit offacility, ~~Default~~subject ~~under~~to the ~~Credit~~negotiation ~~Agreement~~and ~~have~~execution ~~occurred~~of ~~and~~definitive ~~are~~credit ~~continuing,~~ documentation and ~~that~~the ~~additional Events~~satisfaction of ~~Default~~customary ~~have~~closing ~~occurred~~conditions. ~~and~~The ~~are~~Company ~~continuing,~~intends ~~including,~~to ~~without~~use ~~limitation~~the ~~(i)~~proceeds of the ~~failure~~Proposed toCredit ~~maintain~~Facility, ~~Excess~~if ~~Availability of~~consummated, atto ~~least~~refinance ~~$4,375,000~~its atexisting ~~all~~credit ~~times~~facility aswith ~~required~~Frontwell byCapital ~~Section~~Partners 7Inc.1 ~~of the Credit Agreement~~ and ~~(ii)~~expects that the ~~failure~~Proposed toCredit ~~timely~~Facility ~~deliver~~would ~~required monthly~~provide ~~financial~~additional ~~statements~~liquidity and ~~related~~financing ~~compliance~~flexibility ~~certificates~~to ~~for~~support ~~the~~its ~~months~~ongoing ~~ended~~operations ~~October 31, 2025~~ and ~~November~~growth ~~30, 2025, in each case as required under the Credit Agreement (collectively, the “Specified Events of Default”)~~initiatives.

The commitment letter ~~further~~contains ~~states~~customary ~~that~~conditions precedent, ~~as a result of the outstanding~~representations, ~~Specified Events of Default~~warranties, covenants and inother ~~accordance~~provisions ~~with~~typical ~~Section~~for ~~8.2(b)~~a transaction of ~~the~~this ~~Credit Agreement, the Lender intends to exercise its rights to impose additional reserves~~nature. ~~Specifically,~~The ~~the~~commitment letter ~~states~~does ~~that~~not ifobligate the ~~Loan Parties fail to raise an additional~~lender ~~$5,000,000 of equity capital, or~~ to ~~provide~~fund the ~~Lender~~Proposed ~~evidence~~Credit ofFacility aunless ~~satisfactory commitment from a third party to refinance all the indebtedness, liabilities~~ and ~~obligations~~until ofdefinitive ~~the~~documentation ~~Loan~~is ~~Parties~~executed ~~to the Lender under the Credit Agreement~~ and ~~other~~all ~~Loan~~conditions ~~Documents,~~are ~~within~~satisfied ~~fourteen~~or ~~(14) days of notice, the Lender~~waived. ~~intends~~There tocan ~~increase~~be ~~its~~no ~~general~~assurance ~~reserve~~that ~~by $200,000, and to further increase~~ the ~~general reserve~~Proposed byCredit anFacility ~~additional~~will ~~$100,000~~be consummated on ~~each~~the ~~subsequent~~terms ~~weekly~~contemplated ~~anniversary thereafter until such equity capital is raised~~ or ~~refinancing~~ ~~commitment~~at ~~is provided~~all.

~~The~~Cautionary ~~Company~~Note ~~believes~~Regarding that the imposition of additional reserves, and the potential incremental weekly increases thereto, constitute triggering events that increase a direct financial obligation of the Company under the Credit Agreement within the meaning of Item 2.04 of Form 8Forward-K.Looking Statements

~~The~~This ~~letter~~Current ~~further~~Report ~~states~~on ~~that~~Form ~~the~~8-K ~~Lender~~contains ~~reserves~~forward-looking ~~all rights and remedies~~statements ~~under~~within the ~~Credit~~meaning ~~Agreement~~of ~~and~~the ~~applicable~~Private ~~law,~~Securities ~~that~~Litigation ~~nothing~~Reform ~~therein~~Act ~~constitutes~~of ~~a waiver~~1995, ~~amendment~~including orstatements ~~consent,~~regarding ~~and that~~ the ~~Lender~~proposed ~~may supplement~~refinancing and the ~~notice~~Proposed toCredit ~~identify~~Facility. ~~additional~~These ~~Defaults~~statements orare ~~Events~~subject ofto ~~Default.~~risks ~~The~~and ~~letter~~uncertainties ~~also states~~ that, ascould acause ~~result~~actual ofresults ~~the~~to ~~outstanding Events~~differ ~~of Default~~materially, including ~~the~~those ~~Lender~~described isin ~~under~~the noCompany's ~~obligation~~filings towith ~~honor~~the ~~requests~~Securities ~~for~~and ~~additional~~Exchange ~~revolving~~Commission. ~~loans,~~The ~~and~~Company ~~that~~undertakes ~~any~~no ~~advances~~obligation ~~made would~~to ~~not~~update ~~constitute~~any aforward-looking ~~waiver~~statements, orexcept ~~course~~as ofrequired ~~dealing~~by law.

The Credit Agreement remains in effect, and as of the date of this report, the Company has not been notified that the Lender has accelerated the payment of the indebtedness or terminated the revolving credit commitment.1

1SIGNATURE

~~Item~~Pursuant ~~8.01~~to ~~Other~~the ~~Events~~requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 23rd day of February 2026.

As disclosed under Item 2.04 of this Current Report on Form 8-K, on February 2, 2026, the Company received a letter from the Lender regarding certain Events of Default under the Credit Agreement and the Lender’s intent to impose additional reserves if specified equity or refinancing milestones are not achieved.

	BOREALIS FOODS INC.

	By	/s/ Pouneh V. Rahimi
Date: February 23, 2026		Pouneh V. Rahimi
		Chief Legal Officer

The Company is continuing to work collaboratively with the Lender regarding these matters, including among other things, potential amendments or modifications to the Credit Agreement, ongoing availability of revolving credit borrowings, and the timing and delivery of required financial reporting. No assurances can be given as to the outcome of such discussions or the future access by the Loan Parties to Revolving Loans under the Credit Agreement.2

In parallel, the Company is evaluating other capital-raising initiatives and liquidity-enhancing alternatives, which may include modifications to existing financing arrangements, incremental financing transactions, cost-management actions, or other strategic actions. The Company intends to provide additional disclosure as appropriate.

Item 9.01 Financial Statements and Exhibits

(d): The following exhibits are being filed herewith:

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 6th day of February, 2026.

	BOREALIS FOODS INC.
Date: February 6, 2026	By	/s/ Pouneh Rahimi
		Pouneh V. Rahimi
		Chief Legal Officer

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