This Annual Report on Form 10-K (this “Annual Report”) filed by Borealis Foods Inc. (the “Company” or “Borealis Foods,” “our,” “us” or “we”) contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations. These statements constitute projections, forecasts, and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Annual Report, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When we discuss our strategies or plans, we are making projections, forecasts, or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, Borealis Foods’ management.
Forward-looking statements may include, for example, statements about:
| ● | our senior secured debt is held by a related party that also holds a significant equity position and has the right to appoint directors to our Board, which may create conflicts of interest; |
| ● | approximately $33.3 million of shareholder debt may automatically convert into Common Shares on or after July 1, 2026 if we do not complete equity financings of at least $70 million at $9.00 per share, resulting in substantial dilution to existing shareholders; |
| ● | our Board of Directors has been reconstituted at the direction of our lender, and the lender-appointed directors may not act independently of the lender’s interests in all circumstances; |
| ● | our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern; our limited operating history makes it difficult to evaluate our business and prospects; |
| ● | 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; |
| ● | we may be unable to execute our business plan or maintain our competitive position and high-level customer satisfaction if we fail to maintain adequate operational and financial resources, fail to obtain additional financing, particularly if we continue to grow rapidly; |
| ● | we have substantial debt burden, a significant portion of which matures soon and requires repayment or refinancing; |
| ● | we are an early stage and emerging growth company and, as such, we are subject to all the risks associated with early stage and emerging growth companies; |
| ● | we have identified material weaknesses in our internal control over financial reporting; if we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our Common Shares; |
| ● | a significant portion of our revenue is concentrated with a limited number of customers; |
| ● | 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; |
| ● | our dependence on suppliers may materially adversely affect our operating results and financial position; |
| ● | 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; |
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| ● | our business operations and financial results could be adversely affected by the evolving U.S.-Canada trade environment, including tariffs under Section 232 and Section 122 of applicable U.S. trade laws, Canadian counter-tariffs, the outcome of the CUSMA review process scheduled for July 1, 2026, and other changes in trade policies |
| ● | our business operations and financial results have been and could continue to be adversely affected by the 2026 Iran war, including the closure of the Strait of Hormuz and resulting disruptions to global energy, commodity, and supply chain markets; |
| ● | we are not currently in compliance with certain Nasdaq listing requirements and failure to regain compliance by June 29, 2026 could result in delisting of our securities; |
| ● | we may experience volatility in costs for ingredients and packaging due to conditions that are difficult to predict; |
| ● | 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; |
| ● | our business depends on our use of proprietary technology relying heavily on laws to protect such technology; |
| ● | other factors detailed in Part I. Item 1A. “Risk Factors” section, as such descriptions may be updated or amended in any future reports. |
We urge investors to consider all of the risks, uncertainties, and other factors disclosed in this filing carefully in evaluating the forward-looking statements contained in this report. We cannot assure you that the results or developments anticipated by us and reflected or implied by any forward-looking statement contained in this report will be realized or, even if substantially realized, that those results or developments will result in the forecasted or expected consequences for us or affect us, our operations or financial performance as we forecasted or expected. These forward-looking statements are based on information available as of the date of this Annual Report and current expectations, forecasts, and assumptions, and involve a number of judgments, risks, and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws. We intend the forward-looking statements contained in this Annual Report to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, or the “Securities Act”, and Section 21E of the Securities Exchange Act of 1934, as amended, or the “Exchange Act”.
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