Borealis Foods Inc.
For the period ended Dec 31, 2025. Filed Jun 2, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Jun 2, 2026
BRLS$0.91-19.1%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-04-15.
0001628280-25-017861
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-06-02.
0001213900-26-063777
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 207 previous paragraphs and 171 current paragraphs.
65 unchanged; 18 reworded; 87 added; 93 removed; 31 previous and 1 current paragraphs rearranged.
Tables are not compared: 0 previous and 81 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (87)
Current report
We have minimal cash on hand, substantial indebtedness, and there is substantial doubt about our ability to continue as a going concern.
Current report
As of December 31, 2025, we had cash and cash equivalents of approximately $0.06 million and a working capital deficit of approximately $(61.76) million. Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern in its reports on our consolidated financial statements for the years ended December 31, 2025 and 2024.
Current report
Subsequent to December 31, 2025, the Company completed the refinancing of its former credit facility with Frontwell Capital Partners Inc. through the Oxus Credit Agreement described below, which eliminated the near-term maturity risk associated with the Frontwell facility. However, we continue to have recurring losses, negative cash flows from operations, and a highly leveraged capital structure. Our ability to continue as a going concern depends on our ability to generate sufficient revenue and cash flow from operations, manage our debt service obligations under the Oxus Credit Agreement (which bears interest at 12% per annum), and obtain additional financing.
Current report
In addition, if the Required Equity Financing under the Conversion Agreement is not completed by July 1, 2026, approximately $33.3 million of shareholder debt will automatically convert into Common Shares, which would reduce our debt burden but result in substantial dilution to existing shareholders. Even if the conversion occurs, we may continue to require additional capital to fund our operations and service our remaining debt obligations. There can be no assurance that we will be able to obtain additional financing on acceptable terms, or at all.
Current report
If we are unable to generate sufficient cash flow or obtain additional financing, we may be required to further curtail our operations, sell assets, or seek protection under applicable bankruptcy or insolvency laws. Any of these events could result in the total loss of your investment.
Current report
Our senior secured debt is held by Oxus Capital PTE Ltd., a related party and our largest shareholder. The concentration of our debt with a related party lender that also has board appointment rights and significant equity ownership creates potential conflicts of interest and limits our financial flexibility.
Current report
On April 27, 2026, certain of our wholly owned subsidiaries entered into a Credit Agreement with Oxus Capital PTE Ltd. (“Oxus”), providing for a term loan of up to $17.0 million, secured by substantially all of our assets, including mortgages on our manufacturing facility and distribution center in Saluda, South Carolina. Oxus is the Company’s former SPAC sponsor and, through its controlling shareholder Kenges Rakishev, a beneficial owner of approximately 24.7% of our outstanding Common Shares. Pavel Mynzhanov, a Director of Oxus, was appointed to our Board in connection with the Oxus Credit Agreement.
Current report
The term loan matures on April 27, 2031, bears interest at 12% per annum (14% upon default), and requires 48 consecutive monthly principal and interest payments commencing May 1, 2027. At Oxus’s election, accrued interest from the closing date through April 30, 2027 (approximately $2.0 million) may be converted into Common Shares at the average closing market price for the 60 trading days preceding May 1, 2027.
Current report
The Oxus Credit Agreement contains customary affirmative and negative covenants and events of default. Among other things, the departure of Reza Soltanzadeh from his position as president or in a similar senior management role constitutes an event of default, subject to a 180-day cure period. A default under, or challenge to the validity of, the Conversion Agreement described below also constitutes an event of default. The Oxus Credit Agreement also limits our ability to make capital expenditures in excess of 120% of budgeted amounts and restricts our ability to make restricted payments without the Lender’s prior written consent.
Current report
Our senior debt is concentrated with a single related party lender that also holds a significant equity position, has the right to appoint directors to our Board, and is a party to the Conversion Agreement described below. This concentration creates potential conflicts of interest between Oxus’s interests as our lender, equity holder, and board-appointing party and the interests of other shareholders. There can be no assurance that decisions made in connection with the Oxus Credit Agreement, including the exercise of remedies upon default or the conversion of interest into equity, will be aligned with the interests of our other shareholders.
Current report
Approximately $33.3 million of shareholder debt may automatically convert into Common Shares on or after July 1, 2026, which could result in substantial dilution to existing shareholders.
Current report
In connection with the Oxus Credit Agreement, we entered into a Conversion Agreement with Oxus Capital PTE Ltd., Reza Soltanzadeh (our Chief Executive Officer), and Barthelemy Helg (our Non-Executive Chairman) (collectively, the “Shareholders”). Pursuant to the Conversion Agreement, approximately $29.1 million in aggregate principal amount of indebtedness, plus approximately $4.2 million in accrued interest (calculated through June 30, 2026), previously advanced by the Shareholders to the Company, will automatically convert into Common Shares if the Company does not consummate one or more equity financings resulting in aggregate gross proceeds of at least $70 million at a price of $9.00 per share (the “Required Equity Financing”) on or before July 1, 2026 (the “Equity Raise Deadline”).
Current report
The conversion price will be based on the volume weighted average closing price of our Common Shares for the 20 consecutive trading days ending on the trading day immediately preceding July 1, 2026. Based on the Company’s approximately 21.4 million Common Shares currently outstanding and recent trading prices, the conversion of the full amount of the indebtedness could result in the issuance of a very significant number of additional Common Shares.
Current report
As of the date of this Annual Report, we have not completed the Required Equity Financing. Completion of a $70 million equity offering at $9.00 per share would require raising proceeds at a price that is substantially above recent trading prices for our Common Shares. There can be no assurance that the Required Equity Financing will be completed on or before the Equity Raise Deadline, or at all. If the Required Equity Financing is not completed, the conversion will occur automatically, and the resulting dilution to existing shareholders could be substantial.
Current report
In addition, the Conversion Agreement contains restrictions on our ability to issue equity securities prior to the Equity Raise Deadline without the consent of the Shareholders, which may limit our ability to pursue alternative financing arrangements. Shares issuable pursuant to the Conversion Agreement would be issued in reliance on applicable exemptions from registration under the Securities Act and would constitute “restricted securities” within the meaning of Rule 144 under the Securities Act. The Conversion Shares would bear customary restrictive legends and may not be offered, sold or transferred absent registration or an applicable exemption from registration. The Company also agreed to use commercially reasonable efforts to maintain compliance with SEC reporting requirements to preserve the availability of Rule 144 for resales of the Conversion Shares.
Current report
The conversion of the indebtedness into Common Shares would eliminate a significant portion of our outstanding debt and related interest obligations, which could improve our balance sheet. However, the dilutive impact on existing shareholders could be material, and the issuance of a large number of shares could adversely affect the trading price of our Common Shares and our ability to raise capital in the future.
Current report
Our lender has the option to convert approximately $2.0 million in Year 1 accrued interest into Common Shares, which would further dilute existing shareholders.
Current report
Under the Oxus Credit Agreement, Oxus may elect, at its sole discretion, on or before May 1, 2027, to convert all accrued interest from the closing date through April 30, 2027 (approximately $2.0 million) into Common Shares at the average closing market price for the 60 trading days preceding May 1, 2027. If Oxus elects to convert, existing shareholders would experience additional dilution beyond the dilution that may result from the Conversion Agreement described above. The election to convert is entirely within Oxus’s discretion, and we have no ability to prevent or control the conversion or the resulting dilution.
Current report
These risks have been significantly heightened by the 2026 Iran war and the closure of the Strait of Hormuz, which have disrupted global markets for energy, petrochemicals, and fertilizer. The resulting increases in energy costs directly affect our utility, freight, and packaging costs, while fertilizer price increases may increase the cost of wheat, flour, and other crop-based ingredients used in our products. These cost pressures may persist for an extended period regardless of when the geopolitical conflict is resolved and may not be fully offset through pricing actions or other mitigation measures.
Current report
A portion of our revenue is derived from key customers, and changes in these relationships could affect our business.
Current report
We generate a portion of our revenue from a group of significant customers. While our customer base has become more diversified, our business remains dependent on maintaining relationships with key customers.
Current report
Changes in these relationships, including reductions in orders, changes in purchasing patterns, or the loss of one or more significant customers, could adversely affect our revenue and results of operations.
Current report
In addition, customer demand for our products may fluctuate due to factors beyond our control, including changes in consumer preferences, inventory management practices, and broader economic conditions.
Current report
Geopolitical conflicts, including the war in Iran and the closure of the Strait of Hormuz, have disrupted global energy and commodity markets and could materially adversely affect our business.
Current report
The ongoing war involving the United States and Israel against Iran, which began on February 28, 2026, has caused severe disruption to global energy, commodity, and supply chain markets. Iran’s closure of the Strait of Hormuz, a critical maritime chokepoint through which approximately 20% of the world’s seaborne oil and a significant share of global liquefied natural gas pass, has been described by the International Energy Agency as the largest supply disruption in the history of the global oil market. Oil prices have surged significantly since the conflict began, and the closure has disrupted global trade in energy, fertilizer, petrochemicals, and other commodities.
Current report
These disruptions directly affect our business in several ways:
Current report
Peace talks between the United States and Iran have not yielded a resolution as of the date of this filing, and the duration and geographic scope of the conflict remain uncertain. If the Strait of Hormuz remains closed for an extended period, or if the conflict escalates further, the impact on global commodity markets, supply chains, and macroeconomic conditions could be severe and prolonged. Industry analysts have projected that the impact on food prices and packaging costs may persist for 12 to 24 months even after the underlying geopolitical conflict is resolved.
Current report
In addition, the continuing war in Ukraine and related sanctions continue to contribute to volatility in energy and grain markets. The combined effect of these geopolitical events on global energy, food, and commodity markets could materially adversely affect our business, financial condition, results of operations, and cash flows.
Current report
Our ability to secure a consistent supply of ingredients at competitive prices depends on factors beyond our control, including agricultural conditions, the availability and scale of farms producing key crops (such as wheat and peas), the financial stability of suppliers, and broader economic conditions. These factors may be further affected by geopolitical events, including ongoing conflicts in Ukraine and the Middle East, related sanctions, trade restrictions, and disruptions to global energy markets, transportation routes, and supply chains.
Current report
The ingredients used in our products are vulnerable to adverse weather conditions and natural disasters, such as floods, droughts, earthquakes, hurricanes, extreme temperatures, frosts, and pest infestations, as well as longer-term shifts in climate patterns. These conditions can reduce crop yields and quality and increase volatility in supply and pricing, which may increase our cost of goods sold and adversely affect our margins.
Current report
We source certain ingredients and materials internationally, and their price and availability may be affected by political instability, tariffs, trade policies, currency fluctuations, and the outbreak or escalation of hostilities or war, as well as disruptions to shipping routes or ports. In addition, we compete with other food producers for key ingredients, and supply constraints or increased demand may result in higher costs or limited availability.
Current report
If we are unable to obtain sufficient quantities of ingredients that meet our quality standards on favorable terms, or at all, our ability to manufacture and supply products may be adversely affected, which could materially adversely affect our business, financial condition, results of operations, and cash flows.
Current report
Our business may be affected by evolving expectations relating to environmental and sustainability matters.
Current report
Stakeholders, including customers and investors, have expressed and may continue to express expectations regarding environmental, sustainability, and sourcing practices. These expectations may influence purchasing decisions, brand perception, and business relationships.
Current report
In addition, our public statements or initiatives relating to these matters may expose us to reputational risk if such statements are challenged or not achieved. Conversely, our decisions regarding whether and how to address these matters may also impact our brand and customer relationships.
Current report
Our profitability depends in part on our ability to manage changes in commodity costs, including key ingredients such as grains and plant-based inputs, as well as fuel, utilities, distribution, and labor costs. These costs are subject to volatility due to factors beyond our control, including general economic conditions, inflation, supply and demand dynamics, and energy prices.
Current report
Increases in commodity and operating costs may not be fully offset through pricing actions or other cost mitigation measures, and any inability to do so could adversely affect our margins and results of operations.
Current report
In addition, weather variability and longer-term changes in climate patterns may impact the availability and cost of certain ingredients. Our efforts to source ingredients that meet our product specifications and sourcing standards may also result in higher or more variable input costs.
Current report
These risks have been heightened by the 2026 Iran war and the closure of the Strait of Hormuz. The resulting disruptions to global energy and petrochemical markets have increased our utility, freight, and packaging costs and may continue to do so for an extended period. In addition, fertilizer price increases attributable to the disruption of Strait of Hormuz trade routes may increase the cost of wheat, flour, and other crop-based ingredients used in our products.
Current report
Our success depends in part on our ability to innovate and respond to changing consumer preferences and industry developments.
Showing the first 40 of 87 passages. Open the source sections for the rest.
Removed paragraphs (93)
Previous report
•Restrictive covenants in the agreements governing our Credit Facility may restrict our future operations, including our ability to pursue our business strategies or respond to changes;
Previous report
•A significant portion of our revenue is concentrated with a limited number of customers. The loss of or deterioration or disruption in our relationship with one or more of our customers could have a material adverse effect on our business, financial condition, result of operations and cash flow;
Previous report
•The war in Ukraine, and the sanctions in place, could adversely affect global energy and financial markets thus potentially affecting our business and customers;
Previous report
•Our business is subject to an increasing focus on environmental and social impact matters;
Previous report
•Our business depends on the use of proprietary technology relying heavily on laws to protect it;
Previous report
•Inadequate technical and legal intellectual property (IP) protections could prevent us from defending or securing our proprietary technology and IP;
Previous report
•Any cybersecurity-related attack, significant data breach, or disruption of the information technology systems, infrastructure, network, third-party processors, or platforms on which we rely could damage our reputation and materially adversely affect our business, and financial results.
Previous report
•We are subject to government regulation and industry policy risks that may change and cause us to no longer comply;
Previous report
•We may be subject to changes in laws or regulations that can change on any given day;
Previous report
•We are subject to multinational requirements beyond our control;
Previous report
•Climate change, and related legislative and regulatory responses to climate change, may materially adversely impact our business;
Previous report
•As current tariffs are implemented, or if additional or increased tariffs or other restrictions are placed on foreign imports or any related counter-measures are taken by other countries, our business and results of operations could be harmed; and
Previous report
Restrictive covenants in the agreements governing our Credit Facility may restrict our future operations, including our ability to pursue our business strategies or respond to changes.
Previous report
The agreement governing our Credit Facility contains a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interests. These include covenants restricting, among other things, our ability to:
Previous report
•consolidate, merge, liquidate, wind up or dissolve;
Previous report
•pay dividends or make other distributions in respect of equity;
Previous report
•make payments in respect of junior lien or subordinated debt;
Previous report
•sell, transfer, license or otherwise dispose of assets;
Previous report
•change our fiscal year for accounting and financial reporting purposes; and
Previous report
•amend or otherwise change the terms of the documentation governing certain restricted debt.
Previous report
In addition, the terms of any future indebtedness we may incur could include more restrictive covenants. We may not be able to maintain compliance with these covenants in the future and, if we fail to do so, we may not be able to obtain waivers from our creditors and/or amend the covenants.
Previous report
Our failure to comply with the covenants in the agreements governing our indebtedness could result in an event of default under such indebtedness, which could have a material adverse effect on our business, financial condition, results of operations, cash flow and prospects. Additionally, our default under one agreement covering our indebtedness may trigger cross-defaults under other agreements covering our indebtedness. Upon the occurrence of an event of default or cross-default under any of the agreements governing our indebtedness, the lenders could elect to declare all amounts outstanding to be due and payable and exercise other remedies. In the event our lenders accelerate the maturity of our indebtedness, we would not have sufficient cash to repay that indebtedness, which would materially and adversely affect our business, financial condition, results of operations, cash flow and prospects and could have a material adverse effect on our ability to continue to operate as a going concern.
Previous report
•specific economic conditions in the food and agriculture industry;
Previous report
•the impact of inflation and rising interest rates across the economy, including higher food, grocery, raw materials, transportation, energy, labor and fuel costs;
Previous report
•increases in the price of raw materials, labor, wages or other inputs that our suppliers use in manufacturing and supplying products, along with logistics, transportation, shipping and other related costs, may lead to higher production and shipping costs for our products. Any increase in the cost of inputs to our production could lead to higher costs for products in retail channels and could negatively impact our operating results and future profitability;
Previous report
•the introduction of new products by us or our competitors; and
Previous report
•the mix of products sold and the mix of channels through which those products are sold.
Previous report
•prevailing economic conditions, including interest rates;
Previous report
•impacts on food prices, especially in regards to our supplies; and
Showing the first 40 of 93 passages. Open the source sections for the rest.
Reworded paragraphs (18)
Previous wording
Our historical financial statements have been prepared under the assumption that we will continue as a going concern. Our registered public accounting firm has issued a report on our consolidated financial statements for the years ended December 31, 2024 and 2023, that includes an explanatory paragraph expressing substantial doubt in our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to obtain additional equity or debt financing. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. However, if adequate funds are not available to us when we need them, we could be unable to fund our ongoing business, which, in turn, could cause our customers or suppliers to decrease the amount of business they do with us or terminate their relationship with us, or we could be unable to fund our ongoing business, which, in turn, could cause our customers or suppliers to decrease the amount of business they do with us or terminate their relationship with us, or we could go into default on our outstanding indebtedness, which, in turn, would permit our creditors to enforce remedies against us and cause us to consider reducing, discontinuing, or selling operations or seeking protection from creditors, and further raise substantial doubt about our ability to continue as a going concern. The substantial doubt regarding our ability to continue as a going concern may adversely affect our ability to obtain new financing on reasonable terms or at all. Additionally, if we are unable to continue as a going concern, our shareholders may lose some or all of their investment in our Company. Any one or more of such events would have a material adverse effect on our business, financial condition, results of operations and cash flow.
Current wording
Our historical financial statements have been prepared under the assumption that we will continue as a going concern. Our registered public accounting firm has issued a report on our consolidated financial statements for the years ended December 31, 2025 and 2024, that includes an explanatory paragraph expressing substantial doubt in our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to obtain additional equity or debt financing. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. However, if adequate funds are not available to us when we need them, we could be unable to fund our ongoing business, which, in turn, could cause our customers or suppliers to decrease the amount of business they do with us or terminate their relationship with us, or we could go into default on our outstanding indebtedness, which, in turn, would permit our creditors to enforce remedies against us and cause us to consider reducing, discontinuing, or selling operations or seeking protection from creditors, and further raise substantial doubt about our ability to continue as a going concern. The substantial doubt regarding our ability to continue as a going concern may adversely affect our ability to obtain new financing on reasonable terms or at all. Additionally, if we are unable to continue as a going concern, our shareholders may lose some or all of their investment in our Company. Any one or more of such events would have a material adverse effect on our business, financial condition, results of operations and cash flow and our shareholders could lose some or all of their investment.
Previous wording
If we were to default on our debt obligations, it would likely cause a significant or complete reduction in the operating cash flow generated by our product sales. There can be no assurance that we would be able to avoid insolvency, make timely payments on our debt or payments to our suppliers. If we were to default, we may incur substantial costs, that could have a severe adverse effect on our business, financial condition, results of operations and cash flow, and we might take actions to respond to any default including the curtailment or reduction in operations, the sale of assets or the Company, or seeking protection from creditors under bankruptcy or insolvency laws.
Current wording
If we were to default on our debt obligations, it would likely cause a significant or complete reduction in the operating cash flow generated by our product sales. There can be no assurance that we would be able to avoid insolvency, make timely payments on our debt or payments to creditors or suppliers. If a default were to occur, we may incur substantial costs, that could have a severe adverse effect on our business, financial condition, results of operations and cash flow, and we might take actions to respond to any default including the curtailment or reduction in operations, the sale of assets or the Company, or seeking protection from creditors under bankruptcy or insolvency laws. Any such action could materially adversely affect our business, financial condition, results of operation and cash flow.
Previous wording
•The loss of key personnel, or failure to attract and retain other highly qualified personnel in the future, could harm our business;
Current wording
If we are unable to generate sufficient cash flow to service our debt obligations, or if we experience an event of default under the Oxus Credit Agreement, Oxus may accelerate the outstanding obligations, foreclose on our assets (which constitute substantially all of our property), and exercise other remedies, any of which could have a material adverse effect on our business, financial condition, and results of operations and could result in the loss of our manufacturing facility and other assets.
Previous wording
We will require significant funding to continue our operations and advance our business plan. Our ability to raise additional capital, on timely and favorable terms or at all, will depend on various factors, including macroeconomic conditions and market conditions as well as our liquidity, financial condition and results of operations. If these factors deteriorate, our ability to raise capital to fund ongoing operations, capital needs and business activities could be significantly negatively impacted. If we cannot obtain adequate additional financing, among other things, we may have to substantially curtail or limit our production activities, sell assets or the Company or seek protection from creditors under bankruptcy laws, which could materially and adversely affect our business plan. Inadequate financial resources could also raise substantial doubt about our ability to continue as a going concern.
Current wording
We will require significant funding to continue our operations and execute our business plan. Our ability to raise additional capital, on timely and favorable terms or at all, depends on various factors, including macroeconomic conditions and market conditions as well as our liquidity, financial condition and results of operations. If these factors deteriorate, our ability to raise capital to fund ongoing operations, capital needs and business activities could be significantly negatively impacted. Additionally, our ability to raise capital may be affected by developments under our senior secured term loan with Oxus Capital PTE Ltd. and the terms of the Conversion Agreement, which restricts our ability to issue equity securities prior to July 1, 2026 without the consent of certain shareholders. If we cannot obtain adequate additional financing on acceptable terms, we may need to substantially curtail or limit our production activities, sell assets or the Company or seek protection from creditors under bankruptcy laws, which could materially and adversely affect our business plan. Inadequate financial resources could also raise substantial doubt about our ability to continue as a going concern.
Previous wording
We sell to the large majority of our retail partners on open account terms and do not require collateral or a security interest in the inventory we sell them. Consequently, our accounts receivable with our retail partners are unsecured. Insolvency, credit problems, or other financial difficulties confronting our retail partners could expose us to financial risk. These actions could expose us to risks if they are unable to pay for the products they purchase from us. Financial difficulties of our retail partners could also cause them to reduce the number or size of stores, and the amount of shelf space dedicated to our products. Further, economic conditions resulting in diminished liquidity or credit availability, increases in inflation rates, rising interest rates, declines in consumer confidence, declines in economic growth, or uncertainty about economic stability, may lead to a material reduction in sales of our products by our retail partners. Any reduction in sales by, or loss of, our current retail partners or customer demand, or credit risks associated with our retail partners, could harm our business, financial condition, results of operations, and cash flow.
Current wording
We sell to many of our retail partners on open account terms and do not require collateral or a security interest in the inventory we sell them. Consequently, our accounts receivable with our retail partners are unsecured. Insolvency, credit problems, or other financial difficulties confronting our retail partners could expose us to financial risk. These actions could expose us to risks if they are unable to pay for the products they purchase from us. Financial difficulties of our retail partners could also cause them to reduce the number or size of stores, and the amount of shelf space dedicated to our products. Further, economic conditions resulting in diminished liquidity or credit availability, increases in inflation rates, rising interest rates, declines in consumer confidence, declines in economic growth, or uncertainty about economic stability, may lead to a material reduction in sales of our products by our retail partners. Any reduction in sales by, or loss of, our current retail partners or customer demand, or credit risks associated with our retail partners, could harm our business, financial condition, results of operations, and cash flow.
Previous wording
We have a limited operating history, which makes it difficult to evaluate our business and prospects to forecast our future results. We were founded in 2019. Although we have experienced substantial revenue growth on an annual basis, we have incurred losses since inception. As of December 31, 2024, we had an approximate accumulated deficit of $(90.8) million USD. There can be no assurance that revenue growth will continue in the future. In addition, we may experience substantial fluctuations in operating results in the future caused by various factors, including:
Current wording
We have a limited operating history, which makes it difficult to evaluate our business and prospects to forecast our future results. We were founded in 2019. Although we have experienced substantial revenue growth on an annual basis, we have incurred losses since inception. As of December 31, 2025, we had an approximate accumulated deficit of $(109.8) million USD. There can be no assurance that revenue growth will continue in the future. In addition, we may experience substantial fluctuations in operating results in the future caused by various factors, including:
Previous wording
As a public company, we incur significant legal, accounting, and other expenses that we did not incur as a private company. We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which will require, among other things, that we file with the SEC annual, quarterly and current reports with respect to our business and financial condition. In addition, the Sarbanes-Oxley Act, as well as rules adopted by the SEC and The Nasdaq Global Market to implement provisions of the Sarbanes-Oxley Act, impose significant requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial reporting controls and changes in corporate governance practices. Further, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, imposes significant corporate governance and executive compensation related provisions on public companies. Recent legislation permits companies that are emerging growth companies within the meaning of the federal securities laws (each, an “EGC”) to implement many of these requirements over a longer period and up to five years from the pricing of their initial public offering. Shareholder activism, the current political environment and government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact the manner in which we operate our business in ways that cannot currently be anticipated.
Current wording
As a public company, we incur significant legal, accounting, and other expenses that we did not incur as a private company. We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which will require, among other things, that we file with the SEC annual, quarterly and current reports with respect to our business and financial condition. In addition, the Sarbanes-Oxley Act, as well as rules adopted by the SEC and The Nasdaq Capital Market to implement provisions of the Sarbanes-Oxley Act, impose significant requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial reporting controls and changes in corporate governance practices. Further, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, imposes significant corporate governance and executive compensation related provisions on public companies. Recent legislation permits companies that are emerging growth companies within the meaning of the federal securities laws (each, an “EGC”) to implement many of these requirements over a longer period and up to five years from the pricing of their initial public offering. Shareholder activism, the current political environment and government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact the manner in which we operate our business in ways that cannot currently be anticipated.
Previous wording
•Manufacturing and production forecasts are based on multiple assumptions. We must adequately estimate our manufacturing capacity and inventory supply. If we overestimate our demand and overbuilds our capacity or inventory, we may have significantly underutilized assets. Underutilization of our manufacturing facilities can adversely affect our gross margin and other operating results;
Current wording
Manufacturing and production forecasts are based on multiple assumptions. We must adequately estimate our manufacturing capacity and inventory supply. If we overestimate our demand and overbuild our capacity or inventory, we may have significantly underutilized assets. Underutilization of our manufacturing facilities can adversely affect our gross margin and other operating results.
Previous wording
The global economy can be negatively impacted by a variety of factors such as the spread or fear of spread of contagious diseases (such as the COVID-19 pandemic, other pandemics, epidemics, or other public health crises) in locations where our products are sold, man-made or natural disasters, severe weather, actual or threatened hostilities or war, terrorist activity, political unrest, civil strife, and other geopolitical uncertainty. Such adverse and uncertain economic conditions may impact distributor, retailer, foodservice, and consumer demand for our products and may lead to material and volatile increases in commodity pricing of raw materials used by us and in other costs incurred by us. For example, in connection with the war in Ukraine, governments in the U.S., U.K. and the EU have each imposed export controls on certain products and financial and economic sanctions on certain industry sectors and parties in Russia. The uncertainty resulting from the military conflict in Europe has given rise and may continue to give rise to increases in costs of goods and services, scarcity of certain ingredients, increased trade barriers or restrictions on global trade. Further escalation of geopolitical tensions could have a broader impact that expands into other markets where we do business, which could materially adversely affect our business and/or our supply chain, business partners or customers in the broader region, including potential destabilizing effects that such conflicts may pose for the European continent or the global oil and natural gas markets. In addition, our ability to manage normal commercial relationships with our suppliers, co-manufacturers, distributors, retailers, foodservice customers, consumers, and creditors may suffer.
Current wording
The global economy can be negatively impacted by a variety of factors such as the spread or fear of spread of contagious diseases (pandemics, epidemics, or other public health crises) in locations where our products are sold, man-made or natural disasters, severe weather, actual or threatened hostilities or war, terrorist activity, political unrest, civil strife, and other geopolitical uncertainty. Such adverse and uncertain economic conditions may impact distributor, retailer, foodservice, and consumer demand for our products and may lead to material and volatile increases in commodity pricing of raw materials used by us and in other costs incurred by us. For example, in connection with the war in Ukraine, governments in the U.S., U.K. and the EU have each imposed export controls on certain products and financial and economic sanctions on certain industry sectors and parties in Russia. The uncertainty resulting from the military conflict in Europe has given rise and may continue to give rise to increases in costs of goods and services, scarcity of certain ingredients, increased trade barriers or restrictions on global trade. Further escalation of geopolitical tensions could have a broader impact that expands into other markets where we do business, which could materially adversely affect our business and/or our supply chain, business partners or customers in the broader region, including potential destabilizing effects that such conflicts may pose for the European continent or the global oil and natural gas markets. In addition, our ability to manage normal commercial relationships with our suppliers, co-manufacturers, distributors, retailers, foodservice customers, consumers, and creditors may suffer.
Previous wording
Weakness or uncertainty regarding the economy, both domestic and international, as a result of reactions to consumer credit availability, increasing energy prices, inflation, increasing interest rates, tariffs, unemployment, pandemics such as the COVID-19 pandemic and other outbreaks of illness, such as a higher than average rate of influenza, adverse weather conditions, natural disasters, war, terrorist activity or other unforeseen events could materially adversely affect consumer spending habits, which may result in lower operating revenue and materially adversely affect our business, financial condition, results of operations and cash flow.
Current wording
Weakness or uncertainty regarding the economy, both domestic and international, as a result of reactions to consumer credit availability, increasing energy prices, inflation, increasing interest rates, tariffs, unemployment, pandemics and other outbreaks of illness, such as a higher than average rate of influenza, adverse weather conditions, natural disasters, war, terrorist activity or other unforeseen events could materially adversely affect consumer spending habits, which may result in lower operating revenue and materially adversely affect our business, financial condition, results of operations and cash flow.
Previous wording
•We run the risk of crop failures largely dependent on factors outside of our control;
Current wording
We are subject to risks related to the availability and cost of agricultural commodities and ingredients, which are largely dependent on factors outside of our control.
Previous wording
Risk Related to Technology and Intellectual Property
Current wording
Risks Related to Technology and Intellectual Property
Previous wording
Our business depends on our use of proprietary technology relying heavily on laws to protect it.
Current wording
Our business depends on our ability to protect our intellectual property and proprietary technology.
Previous wording
Our operations are subject to extensive regulation by the FDA, the U.S. Department of Agriculture and other national, state, and local authorities. Specifically, we are subject to the Food, Drug and Cosmetic Act and regulations promulgated thereunder by the FDA. This comprehensive regulatory program governs, among other things, the manufacturing, composition and ingredients, packaging, and safety of food. Under this program the FDA regulates manufacturing practices for foods through its current good manufacturing practices (“cGMPs”) regulations and specifies the recipes for certain foods. Our processing facilities and products are subject to periodic inspection by federal, state, and local authorities. We seek to comply with applicable regulations through a combination of employing internal personnel to ensure quality-assurance compliance (for example, assuring that food packages contain only ingredients as specified on the package labeling) and contracting with third-party laboratories that conduct analyses of products for the nutritional-labeling requirements.
Current wording
Our operations are subject to extensive regulation by the FDA, the U.S. Department of Agriculture and other national, state, and local authorities. Specifically, we are subject to the Food, Drug and Cosmetic Act and regulations promulgated thereunder by the FDA. This comprehensive regulatory program governs, among other things, the manufacturing, composition and ingredients, packaging, and safety of food. Under this program the FDA regulates manufacturing practices for foods through its current good manufacturing practices (“GMPs”) regulations and specifies the recipes for certain foods. Our processing facilities and products are subject to periodic inspection by federal, state, and local authorities.
Previous wording
Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Our management team, including our CEO and CFO, concluded that our internal controls over financial reporting were not effective as of December 31, 2023 and December 31, 2024. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations. In addition, any testing by us conducted in connection with our review of the adequacy of our disclosure controls and procedures or internal controls over financial reporting, or any subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to our financial statements or identify other areas for further attention or improvement.
Current wording
Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations. In addition, any testing by us conducted in connection with our review of the adequacy of our disclosure controls and procedures or internal controls over financial reporting, or any subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to our financial statements or identify other areas for further attention or improvement.
Previous wording
The trading price of our Common Shares is likely to be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control, including limited trading volume. These factors include:
Current wording
The trading price of our Common Shares has been and is likely to continue to be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control, including limited trading volume. These factors include:
Previous wording
Inflationary pressures have been elevated in recent years, and there is a risk of the economy entering a recession.
Current wording
Inflationary pressures have been elevated in recent years, and there is a risk of the economy entering a recession. Any such recession could negatively impact the businesses in which we operate in. These impacts may include:
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
We seek to comply with applicable regulations through a combination of employing internal personnel to ensure quality-assurance compliance and contracting with third- party laboratories that conduct analyses of products for the nutritional-labeling requirements. However, failure to comply with applicable laws, regulations, or permit and licensing requirements could result in fines, injunctions, product recalls, seizures, or other enforcement actions, which could adversely affect our business, financial condition, and results of operations.
Rearranged previous paragraphs (31)
Previous report — wording carried elsewhere
•Our potential insolvency or inability to pay our debt would have a material adverse effect on our business, financial condition, results of operations and cash flow;
Previous report — wording carried elsewhere
•Consumer spending habits, including discretionary spending on food products such as ours, are affected by many factors;
Previous report — wording carried elsewhere
•Unfavorable general economic conditions could adversely affect our business and financial results;
Previous report — wording carried elsewhere
•Our future success will depend, in part, on our ability to maintain our technological leadership, enhance our current food products, develop new food products that meet changing customer needs and preferences;
Previous report — wording carried elsewhere
•We may issue additional shares or other equity securities without your approval, which would dilute your ownership interest in us and may depress the market price of your shares;
Previous report — wording carried elsewhere
•Economic recessions or downturns could impair our company and harm our operating results.
Previous report — wording carried elsewhere
We will require substantial capital investment in the future, and our inability to raise adequate capital could affect our ability to continue as a going concern.
Previous report — wording carried elsewhere
Our financial results and future growth have been, and could in the future be, harmed by currency exchange rate fluctuations.
Previous report — wording carried elsewhere
Insolvency, credit problems or other financial difficulties that could confront our retail partners could expose us to financial risk.
Previous report — wording carried elsewhere
We have a limited operating history which makes it difficult to evaluate our business and prospects.
Previous report — wording carried elsewhere
The loss of key personnel, or failure to attract and retain other highly qualified personnel in the future, could harm our business.
Previous report — wording carried elsewhere
Our dependence on suppliers may materially adversely affect our operating results and financial position.
Previous report — wording carried elsewhere
Manufacturing and production forecasts are based on multiple assumptions. We must adequately estimate our manufacturing capacity and inventory supply. If we overestimate our demand and overbuilds our capacity or inventory, we may have significantly underutilized assets. Underutilization of our manufacturing facilities can adversely affect our gross margin and other operating results.
Previous report — wording carried elsewhere
We may experience volatility in costs for ingredients and packaging due to conditions that are difficult to predict.
Previous report — wording carried elsewhere
Our future success will depend, in part, on our ability to maintain our technological leadership, enhance our current food products, develop new food products that meet changing customer needs and preferences, advertise and market our food products, and influence and respond to emerging industry standards and other technological changes on a timely and cost-effective basis.
Previous report — wording carried elsewhere
Adverse climate conditions may have an adverse effect on our business. We may take various actions to mitigate our business risks associated with climate change, which may require us to incur substantial costs and may not be successful, due to, among other things, the uncertainty associated with the longer-term projections associated with managing climate risks.
Previous report — wording carried elsewhere
The spread of contagious diseases, natural disasters, severe weather, actual or threatened hostilities or war, terrorist activity, political unrest, civil strife, and other geopolitical uncertainty may cause global economic disruption, and its impact on our business is uncertain.
Previous report — wording carried elsewhere
The loss of key personnel, or failure to attract and retain other highly qualified personnel in the future, could harm our business.
Previous report — wording carried elsewhere
Our success depends to a significant degree upon the continued contributions of our senior operating management, including our co-founders, Reza Soltanzadeh, Chief Executive Officer, and Barthelemy Helg, Non-Executive Chairman of the Board. The loss of the services of Mr. Soltanzadeh or Mr. Helg could have a material adverse effect on our business, results of operations, and financial condition. Our success and future growth also will depend on our ability to attract and retain qualified management, manufacturing, technical and sales and marketing personnel. Competition for such personnel in the industry is intense. There can be no assurance that we will be successful in attracting and retaining such personnel.
Previous report — wording carried elsewhere
We face market competition, and if we are unable to compete effectively with our competitors, our business and operating results could be materially adversely affected.
Previous report — wording carried elsewhere
We may not continue to grow or maintain our active customer base, may not be able to achieve or maintain profitability, and may not be aligned with customer trends and preferences.
Previous report — wording carried elsewhere
If we fail to maintain adequate operational and financial resources, particularly if we continue to grow rapidly, we may be unable to execute our business plan or maintain our competitive position and high-level customer satisfaction.
Previous report — wording carried elsewhere
We run the risk of crop failures largely dependent on factors outside of our control.
Previous report — wording carried elsewhere
Changes in commodity costs and other operating costs could materially adversely affect our results of operations.
Previous report — wording carried elsewhere
Our future success will depend, in part, on our ability to maintain our technological leadership, enhance our current food products, develop new food products that meet changing customer needs and preferences, advertise and market our food products, and influence and respond to emerging industry standards and other technological changes on a timely and cost-effective basis.
Previous report — wording carried elsewhere
The market for processing our food products is characterized by rapidly changing technology, evolving industry standards, changes in customer needs and preferences and frequent new product introductions. Our future success will depend, in part, on our ability to maintain our technological leadership, enhance our current food products, develop new food products that meet changing customer needs and preferences, advertise and market our food products, and influence and respond to emerging industry standards and other technological changes on a timely and cost-effective basis. There can be no assurance that we will be successful in developing new food products or enhancing our existing food products on a timely basis, or that such new food products or enhancements will achieve market acceptance. In addition, there can be no assurance that food products or technologies developed by others will not render our food products or technology uncompetitive or obsolete.
Previous report — wording carried elsewhere
Our Articles, together with our By-laws, and Canadian laws and regulations applicable to us may adversely affect our ability to take actions that could be deemed beneficial to our shareholders.
Previous report — wording carried elsewhere
The price of our Common Shares may be volatile, and you could lose all or part of your investment.
Previous report — wording carried elsewhere
The global scope of our business subjects us to risks that could negatively affect our business.
Previous report — wording carried elsewhere
Unfavorable general economic conditions could adversely affect our business, financial condition, results of operation and cash flow.
Previous report — wording carried elsewhere
Any such recession could negatively impact the businesses in which we operate in. These impacts may include: