8-K - Borealis Foods Inc. | StockGist

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Borealis Foods Inc. entered a Forbearance Agreement with Frontwell Capital Partners acknowledging multiple defaults under its credit facility and appointed Jeffrey T. Varsalone as Chief Restructuring Officer amid restructuring efforts.

Key Takeaways

1Entered Forbearance Agreement on March 27, 2026, with Lender Frontwell Capital Partners covering Specified Defaults until April 27, 2026.

2Outstanding Obligations under Credit Agreement: $16,116,215.30 as of March 25, 2026, at default interest rate.

3Appointed Jeffrey T. Varsalone as CRO effective March 30, 2026, with broad authority superseding CEO.

4Prohibits payments on $26.7M Blocked Notes held by Chairman, CEO affiliates, and former SPAC sponsor.

5Imposed $600,000 reserve and $50,000 forbearance fee; increased Applicable Margins to 6.50% and 6.75%.

6Must deliver satisfactory Refinancing Plan by April 9, 2026, or face termination of forbearance.

Current Report Details

Event Type

Management Change+4 More

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

above. There are no family relationships between Mr. Varsalone and any director or executive officer of the Company. Mr. Varsalone has no direct or indirect mat

Material Agreement

Source Document

2.04

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.** ** ** The information set

Financing

5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.** ** ** Appoi

Management Change

8.01

Other Events.** ** ** Restructuring Status. The Company is currently evaluating strategic alternatives, including equity raises and refinancing transactions. Th

Other Event

9.01

Financial Statements and Exhibits** ** ** (d): The following exhibits are being filed herewith: | Exhibit No. | | Description | |---|---|---| | 10.1 | | Forbear

Exhibits Only

Executive & Director Changes

Jeffrey T. Varsalone

Chief Restructuring Officer

Appointed

Effective: 2026-03-30

In connection with Forbearance Agreement

Transaction Details

Material Agreement

Agreement: Forbearance and Amendment Agreement
Parties: Borealis Foods Inc. and subsidiaries (Loan Parties), Frontwell Capital Partners Inc. (Lender)

•Forbearance from Specified Defaults until April 27, 2026
•No further lending obligations
•Default rate interest since December 9, 2025
•$600,000 general reserve imposed
•$50,000 forbearance fee paid
•Applicable Margin increased to 6.50% (Revolving Loans), 6.75% (Term Loan)
•Milestones including CRO retention by March 30, 2026 and Refinancing Plan by April 9, 2026
•Prohibits payments on $26.7M Blocked Notes
•General release of claims provided

Exhibits (3)

10.1

FORBEARANCE AND AMENDMENT AGREEMENT, DATED AS OF MARCH 27, 2026, BY AND AMONG BOREALIS FOODS INC., PALMETTO GOURMET FOODS (CANADA), INC., BOREALIS IP INC., PALMETTO GOURMET FOODS, INC., PGF REAL ESTATE I, INC

10.2

ENGAGEMENT LETTER, DATED AS OF MARCH 27, 2026, BY AND BETWEEN BOREALIS FOODS INC., AND VRS RESTRUCTURING SERVICES, LLC

8-K

CURRENT REPORT