What the changes say
- Liquidity and financing risks now dominate, including $0.06 million cash, $61.76 million working-capital deficit, and going-concern doubt.
- Oxus-related debt, shareholder conversions, and lender influence create material dilution, conflicts, repayment, and financial-flexibility risks.
- Consumer demand, scalable manufacturing, distribution, supply-chain reliability, and competition remain central operating risks.
What changed since the prior 10-K
New
- New
Demographic trends, including the purchasing influence of younger consumers, may influence demand for our products. However, consumer behavior and preferences are subject to change and may be influenced by macroeconomic conditions, including inflation and changes in disposable income
Inflation, supply disruptions, geopolitical events, and changing environmental priorities could reduce demand for plant-based products.
- New
Alignment with Consumer Preferences
Changing prices, economic conditions, diets, or competing products may cause consumers to stop viewing the company’s offerings as attractive.
- New
Scalable and Cost-Efficient Production
Supply-chain conditions, input costs, and manufacturing capacity could prevent the company from scaling production profitably.
- New
We are led by an experienced management team with backgrounds in food production, product development, and business operations
Growth depends on retailer acceptance, supply-chain capacity, competitive conditions, and the ability of management to execute expansion plans.
- New
We also intend to invest in our infrastructure and operational capabilities, including manufacturing, supply chain, and personnel. These investments are intended to support future growth; however, they may require significant capital and may not result in expected returns
Infrastructure investments and new or improved products require substantial capital and may fail to achieve expected returns or market acceptance.
- New
Our products are distributed through retail, e-commerce, and other channels across the United States and internationally. We continue to focus on expanding our relationships with existing customers and establishing relationships with new customers both domestically and abroad
Retailer, e-commerce, and international distribution could contract if products underperform, prices are uncompetitive, supplies are unreliable, or competitors gain ground.
- New
Competition varies by brand, channel, price point and consumer occasion. We also compete with companies that have introduced or are introducing nutritionally enhanced or high-protein noodle products
Competitors with greater resources, broader portfolios, stronger relationships, and enhanced high-protein noodle products could pressure pricing, shelf space, and consumer attention.
- NewRisks Related to Our Financial Condition
We have minimal cash on hand, substantial indebtedness, and there is substantial doubt about our ability to continue as a going concern
With $0.06 million cash, a $61.76 million working-capital deficit, recurring losses, and 12% Oxus debt, the company may not remain a going concern.
- NewRisks Related to Our Financial Condition
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
Oxus holds secured debt, owns about 24.7% of the shares, and has board appointment rights, creating conflicts and limiting financial flexibility.
- NewRisks Related to Our Financial Condition
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
About $33.3 million of shareholder debt may convert into shares if a $70 million equity financing is not completed by July 1, 2026, causing dilution.
- NewRisks Related to Our Financial Condition
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
Oxus may convert approximately $2.0 million of accrued first-year interest into shares, creating additional dilution at its sole discretion.
- NewRisks Related to Our Business
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
Revenue could decline if significant customers reduce orders, change purchasing patterns, or are lost, while consumer demand and inventory practices fluctuate.
- NewRisks Related to Our Business
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
- NewRisks Related to Our Business
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
- NewRisks Related to Our Business
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
- NewRisks Related to Our Business
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
- NewRisks Related to Technology and Intellectual Property
Our success depends in part on our ability to innovate and respond to changing consumer preferences and industry developments
- NewRisks Related to Technology and Intellectual Property
Our success and ability to compete depend in part on our proprietary technology, formulations, and processes. We rely on a combination of patent, trademark, copyright, and trade secret laws, as well as contractual protections, to protect our intellectual property
- NewRisks Related to Technology and Intellectual Property
Our commercial success depends in part on our ability to secure and enforce intellectual property rights. We may not be successful in obtaining or maintaining patent protection for our technologies, and any patents that are issued may be challenged, invalidated, or circumvented
- NewRisks Related to Technology and Intellectual Property
We rely on information technology systems and third-party service providers to support our operations. These systems may be vulnerable to cybersecurity incidents, including unauthorized access, data breaches, malware, phishing, and other attacks
- NewRisks Related to Technology and Intellectual Property
We also rely on third-party service providers, including cloud-based platforms, and any failure of these providers to maintain adequate security could adversely affect our operations
- NewRisks Related to Technology and Intellectual Property
Our insurance coverage may be insufficient to cover certain risks
- NewRisks Related to Legal and Regulatory Matters
We are subject to government regulation and failure to comply could adversely affect our business
- NewRisks Related to Legal and Regulatory Matters
Changes in laws and regulations could adversely affect our business
- NewRisks Related to Legal and Regulatory Matters
We are subject to risks associated with international sales and expansion
- NewRisks Related to Legal and Regulatory Matters
In addition, international sales may involve longer payment cycles, increased logistics complexity, currency fluctuations, and reliance on distributors or other third parties
- NewRisks Related to Legal and Regulatory Matters
Federal, state, and local governments, as well as customers, consumers, and investors, have increased their focus on climate change and other environmental matters. As a result, we may be subject to new or evolving laws, regulations, and disclosure requirements relating to environmental matters
- NewRisks Related to Ownership of Our Securities
We are not currently in compliance with certain Nasdaq listing requirements, and failure to regain compliance could result in delisting of our securities
- NewRisks Related to Ownership of Our Securities
Our Board of Directors has been reconstituted at the direction of our lender, and two of our directors were appointed pursuant to requirements of the Oxus Credit Agreement
- NewRisks Related to Ownership of Our Securities
Our international sales expose us to risks including changes in trade policies, tariffs, sanctions, and other governmental actions, as well as geopolitical instability, including acts of war or other hostilities. These factors may impact our supply chain, costs, and customer demand
- NewRisks Related to Ownership of Our Securities
Our business is subject to tariffs, duties, and other trade restrictions that may increase our input costs, affect our supply chain, or limit our ability to source materials or sell products in certain markets
- NewRisks Related to Ownership of Our Securities
The 2026 Iran war and related energy market disruptions may contribute to a broader economic downturn, inflation, and recession, which could materially adversely affect consumer demand for our products and impair our ability to raise capital
- NewRisks Related to Ownership of Our Securities
We maintain processes designed to assess, identify, and manage material risks from cybersecurity threats. These processes are integrated into our broader enterprise risk management activities and are overseen by our Director of Operations, with support from external information technology consultants
- NewRisks Related to Ownership of Our Securities
We engage third-party information technology consultants to assist with monitoring, vulnerability assessments, and incident response support. We do not currently maintain a dedicated internal cybersecurity function, which reflects our current size and stage of development
- NewRisks Related to Ownership of Our Securities
The Company relies significantly on third-party service providers and external information technology consultants to support its information technology infrastructure and cybersecurity functions, including network monitoring, system maintenance, data protection, and cybersecurity risk management
Dropped
- Dropped
Mission Aligned with Consumer Trends
- Dropped
Our founders assembled a multidisciplinary team with in-depth knowledge and experience gained from diverse career paths and backgrounds to execute the founders’ passion for feeding and nourishing people while supporting a more sustainable planet
- Dropped
Growth Across Distribution Channels
- Dropped
Invest in Infrastructure and Capabilities
- Dropped
Continue to Grow the Brand
The company’s alignment with plant-based, cleaner-label, kosher, halal, vegan, and vegetarian consumer trends.
- Dropped
available free of charge on our website under the “Investors,” “Financials” section as soon as reasonably practicable after we file such reports with, or furnish such reports to, the SEC
Founders’ multidisciplinary experience and mission to provide nutritious food while supporting a sustainable planet.
- DroppedRisks Related to Our Financial Condition
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
Expansion opportunity from retail and e-commerce distribution into additional regions, including Latin America and the Middle East.
- DroppedRisks Related to Our Financial Condition
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
Planned investments in hiring, supply-chain capabilities, and systems to build a long-term market position.
- DroppedRisks Related to Our Business
which may lead to additional compliance costs and impact the manner in which we operate our business in ways that cannot currently be anticipated
Chef Woo brand-building through celebrities, influencers, ambassadors, and the company’s mission-focused positioning.
- DroppedRisks Related to Our Business
successful in managing our ingredient and packaging costs, if we are unable to increase our prices to cover increased costs or if such price increases reduce our sales volumes, then such increases in costs may materially adversely affect our business, financial condition, results of operations and cash flow
- DroppedRisks Related to Our Business
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
- DroppedRisks Related to Our Business
The war in Ukraine, and the sanctions in place, could adversely affect global energy and financial markets thus potentially affecting our business and customers
- DroppedRisks Related to Our Business
We run the risk of crop failures largely dependent on factors outside of our control
Using the company website to distribute SEC filings and other material investor information.
- DroppedRisks Related to Our Business
Our business is subject to an increasing focus on environmental and social impact matters
- DroppedRisk Related to Technology and Intellectual Property
Our business depends on our use of proprietary technology relying heavily on laws to protect it
- DroppedRisk Related to Technology and Intellectual Property
Inadequate technical and legal intellectual property (IP) protections could prevent us from defending or securing our proprietary technology and IP
Credit-facility covenants restricting additional debt, liens, transactions, dividends, and other operating decisions.
- DroppedRisk Related to Technology and Intellectual Property
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
Debt covenant noncompliance could trigger defaults, cross-defaults, creditor action, and harm to operations and liquidity.
- DroppedRisks Related to Legal and Regulatory Matters
We are subject to government regulation and industry policy risks that may change and cause us to no longer comply
- DroppedRisks Related to Legal and Regulatory Matters
We may be subject to changes in laws or regulations that can change on any given day
- DroppedRisks Related to Legal and Regulatory Matters
We are subject to multinational requirements beyond our control
- DroppedRisks Related to Legal and Regulatory Matters
Climate change, and related legislative and regulatory responses to climate change, may materially adversely impact our business
- DroppedRisk Relating to Ownership of our Securities
The global scope of our business subjects us to risks that could negatively affect our business
- DroppedRisk Relating to Ownership of our Securities
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, financial condition, results of operations and cash flow could be harmed
- DroppedRisk Relating to Ownership of our Securities
Inflationary pressures have been elevated in recent years, and there is a risk of the economy entering a recession
Growing public-company regulations could increase compliance costs and divert management and personnel from business activities.
Reworded
- 99% rewrittenRisks Related to Our Business
Changes in commodity costs and other operating costs could materially adversely affect our results of operations
The wording now highlights grains and plant-based inputs and the risk that pricing or other mitigation may not offset cost increases; it removes the sole pea supplier and lack of long-term contracts.
- 83% rewrittenRisks Related to Our Business
We may experience volatility in costs for ingredients and packaging due to conditions that are difficult to predict
The risk is substantively unchanged, with the current text completing the prior-year discussion that price increases may reduce sales volumes.
- 81% rewritten
We utilize a comprehensive food safety and quality management program, which employs strict manufacturing procedures, expert technical knowledge of food safety science, employee training, ongoing process innovation, use of quality ingredients, and both internal and independent auditing
The heading now emphasizes the comprehensive food-safety program, but the described FSMA, GFSI, BRC AA+, training, and auditing controls are unchanged.
- 77% rewritten
We were founded in 2019 with a vision of building sustainable, affordable, and nutritious food products. This vision was developed in response to growing global challenges in the areas of health, climate change, natural resource use, and helping find an affordable option to fight world hunger
The heading reframes the risk around the company’s 2019 founding vision, while the underlying CEO and food-production background remains unchanged.
- 55% rewritten
We continue to expand our supply chain to ensure the certainty of supply of the highest quality raw materials that meet our requirements for quality
The company now emphasizes purchase-order sourcing, supplier flexibility, and qualifying additional suppliers, replacing explicit claims about readily available alternatives after interruptions.
- 53% rewrittenRisks Related to Our Business
We will incur significant increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives
The only stated change is that Nasdaq requirements now reference The Nasdaq Capital Market rather than The Nasdaq Global Market.
- 48% rewrittenRisks Related to Our Financial Condition
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
The company adds that Oxus loan developments and the Conversion Agreement may restrict equity issuance before July 1, 2026.
- 41% rewrittenRisks Related to Ownership of Our Securities
Economic recessions or downturns could impair our company and harm our business, financial condition, operating results and cash flow
The economic-recession risk is substantively unchanged, including potential revenue, collateral, repayment, funding-cost, and capital-market effects.
- 32% rewritten
We do not have any issued patents but have two patent applications pending
- 25% rewritten
” section, as such descriptions may be updated or amended in any future reports
- 21% rewrittenRisks Related to Our Business
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
All 65 risk factors
Headings as the filing states them, in filing order.
Other
- 01” section, as such descriptions may be updated or amended in any future reports25% rewritten
- 02We developed and launched the first plant-based instant ramen meals providing 20 grams of complete protein per serving. We believe our unique approach to making ready-made ramen makes us a disruptor in one of the most widely consumed food categories
- 03Unique Approach to the Market
- 04We were founded in 2019 with a vision of building sustainable, affordable, and nutritious food products. This vision was developed in response to growing global challenges in the areas of health, climate change, natural resource use, and helping find an affordable option to fight world hunger77% rewritten
- 05Demographic trends, including the purchasing influence of younger consumers, may influence demand for our products. However, consumer behavior and preferences are subject to change and may be influenced by macroeconomic conditions, including inflation and changes in disposable incomeNew
- 06Alignment with Consumer PreferencesNew
- 07Scalable and Cost-Efficient ProductionNew
- 08We are led by an experienced management team with backgrounds in food production, product development, and business operationsNew
- 09We also intend to invest in our infrastructure and operational capabilities, including manufacturing, supply chain, and personnel. These investments are intended to support future growth; however, they may require significant capital and may not result in expected returnsNew
- 10Our products are distributed through retail, e-commerce, and other channels across the United States and internationally. We continue to focus on expanding our relationships with existing customers and establishing relationships with new customers both domestically and abroadNew
- 11We continue to expand our supply chain to ensure the certainty of supply of the highest quality raw materials that meet our requirements for quality55% rewritten
- 12We utilize a comprehensive food safety and quality management program, which employs strict manufacturing procedures, expert technical knowledge of food safety science, employee training, ongoing process innovation, use of quality ingredients, and both internal and independent auditing81% rewritten
- 13Competition varies by brand, channel, price point and consumer occasion. We also compete with companies that have introduced or are introducing nutritionally enhanced or high-protein noodle productsNew
- 14We do not have any issued patents but have two patent applications pending32% rewritten
Risks Related to Our Financial Condition
- 15We have minimal cash on hand, substantial indebtedness, and there is substantial doubt about our ability to continue as a going concernNew
- 16Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern
- 17Our 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 flexibilityNew
- 18Approximately $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 shareholdersNew
- 19Our lender has the option to convert approximately $2.0 million in Year 1 accrued interest into Common Shares, which would further dilute existing shareholdersNew
- 20We will require substantial capital investment in the future, and our inability to raise adequate capital could affect our ability to continue as a going concern48% rewritten
- 21Our financial results and future growth have been, and could in the future be, harmed by currency exchange rate fluctuations
- 22Insolvency, credit problems or other financial difficulties that could confront our retail partners could expose us to financial risk
Risks Related to Our Business
- 23We have a limited operating history which makes it difficult to evaluate our business and prospects
- 24The loss of key personnel, or failure to attract and retain other highly qualified personnel in the future, could harm our business
- 25Our management team has limited experience managing a public company
- 26We will incur significant increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives53% rewritten
- 27Our dependence on suppliers may materially adversely affect our operating results and financial position
- 28We may experience volatility in costs for ingredients and packaging due to conditions that are difficult to predict83% rewritten
- 29The 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 uncertain21% rewritten
- 30We face market competition, and if we are unable to compete effectively with our competitors, our business and operating results could be materially adversely affected
- 31Changes 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 operationsNew
- 32We 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
- 33If 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
- 34We will need to grow the size of our organization, and we may experience difficulties in managing this growth
- 35Geopolitical 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 businessNew
- 36We are subject to risks related to the availability and cost of agricultural commodities and ingredients, which are largely dependent on factors outside of our controlNew
- 37Stakeholders, 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 relationshipsNew
- 38Changes in commodity costs and other operating costs could materially adversely affect our results of operations99% rewritten
- 39In 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 costsNew
Risks Related to Technology and Intellectual Property
- 40Our success depends in part on our ability to innovate and respond to changing consumer preferences and industry developmentsNew
- 41Our success and ability to compete depend in part on our proprietary technology, formulations, and processes. We rely on a combination of patent, trademark, copyright, and trade secret laws, as well as contractual protections, to protect our intellectual propertyNew
- 42Our commercial success depends in part on our ability to secure and enforce intellectual property rights. We may not be successful in obtaining or maintaining patent protection for our technologies, and any patents that are issued may be challenged, invalidated, or circumventedNew
- 43We rely on information technology systems and third-party service providers to support our operations. These systems may be vulnerable to cybersecurity incidents, including unauthorized access, data breaches, malware, phishing, and other attacksNew
- 44We also rely on third-party service providers, including cloud-based platforms, and any failure of these providers to maintain adequate security could adversely affect our operationsNew
- 45Our insurance coverage may be insufficient to cover certain risksNew
Risks Related to Legal and Regulatory Matters
- 46We are subject to government regulation and failure to comply could adversely affect our businessNew
- 47Changes in laws and regulations could adversely affect our businessNew
- 48We are subject to risks associated with international sales and expansionNew
- 49In addition, international sales may involve longer payment cycles, increased logistics complexity, currency fluctuations, and reliance on distributors or other third partiesNew
- 50Federal, state, and local governments, as well as customers, consumers, and investors, have increased their focus on climate change and other environmental matters. As a result, we may be subject to new or evolving laws, regulations, and disclosure requirements relating to environmental mattersNew
Risks Related to Ownership of Our Securities
- 51Raising additional capital may cause dilution to our shareholders, restrict our operations or require us to relinquish rights to our technologies or product candidates
- 52Our 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
- 53U.S. shareholders may not be able to obtain judgments or enforce civil liabilities against us or our executive officers or our board of directors
- 54The price of our Common Shares may be volatile, and you could lose all or part of your investment
- 55We may issue additional shares or other equity securities in the future in connection with, among other things, future acquisitions, repayment of outstanding indebtedness or grants under the Incentive Plan without shareholder approval in a number of circumstances
- 56We are not currently in compliance with certain Nasdaq listing requirements, and failure to regain compliance could result in delisting of our securitiesNew
- 57Our Board of Directors has been reconstituted at the direction of our lender, and two of our directors were appointed pursuant to requirements of the Oxus Credit AgreementNew
- 58Our international sales expose us to risks including changes in trade policies, tariffs, sanctions, and other governmental actions, as well as geopolitical instability, including acts of war or other hostilities. These factors may impact our supply chain, costs, and customer demandNew
- 59Unfavorable general economic conditions could adversely affect our business, financial condition, results of operation and cash flow
- 60Our business is subject to tariffs, duties, and other trade restrictions that may increase our input costs, affect our supply chain, or limit our ability to source materials or sell products in certain marketsNew
- 61The 2026 Iran war and related energy market disruptions may contribute to a broader economic downturn, inflation, and recession, which could materially adversely affect consumer demand for our products and impair our ability to raise capitalNew
- 62Economic recessions or downturns could impair our company and harm our business, financial condition, operating results and cash flow41% rewritten
- 63We maintain processes designed to assess, identify, and manage material risks from cybersecurity threats. These processes are integrated into our broader enterprise risk management activities and are overseen by our Director of Operations, with support from external information technology consultantsNew
- 64We engage third-party information technology consultants to assist with monitoring, vulnerability assessments, and incident response support. We do not currently maintain a dedicated internal cybersecurity function, which reflects our current size and stage of developmentNew
- 65The Company relies significantly on third-party service providers and external information technology consultants to support its information technology infrastructure and cybersecurity functions, including network monitoring, system maintenance, data protection, and cybersecurity risk managementNew
Other Borealis Foods 10-Ks
- FY2024 10-K risk factors54 risks
Borealis Foods operates as an early-stage plant-based food company with substantial going concern doubts and an accumulated deficit of $90.8 million as of December 31, 2024. The business relies heavily on single-source suppliers like Puris Foods for pea protein and is concentrated among a few key customers.
Filed Apr 15, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.