Flow Beverage Corp. (TSX: FLOW; OTCPK: FLWBF) (“Flow” or the “Company”), a leading premium alkaline spring water company, announced on August 22, 2025, that it has received formal demand letters of repayment and notices of intention to enforce security from two of its lenders, signaling a period of heightened financial and operational uncertainty for the Company.
Demand for Repayment and Enforcement Notices
According to Flow, demand letters and notices were issued by NFS Leasing Canada Ltd. (“NFS”) and RI Flow LLC (“RI Flow”) with respect to secured loans made to the Company and its subsidiaries. These notices, issued under section 241 of the Bankruptcy and Insolvency Act (Canada), allege that Flow is in default under certain loan agreements. Together, the loans from NFS and RI Flow represent significant secured debt obligations (the “Loans”) that Flow and its subsidiaries are required to meet.
Both lenders have indicated their intention to foreclose on the Company’s and its subsidiaries’ assets to recover amounts owing. This move places Flow’s operations, brand assets, and potentially its future as a going concern at risk, absent a timely resolution or new financing.
Board Oversight and Formation of Special Committee
Flow emphasized that its Board of Directors (the “Board”) remains intact and committed to guiding the Company through this difficult period. In response to the notices, the Board has empowered a special committee of independent directors (the “Special Committee”) to actively evaluate available options.
The mandate of the Special Committee is to explore alternatives that could stabilize the Company and protect the interests of its stakeholders, which include shareholders, employees, creditors, customers, and business partners. These alternatives could involve restructuring, refinancing, asset sales, or other strategic transactions.
To assist in this process, Flow has retained Origin Merchant Partners as its financial advisor. The firm has been working with the Company for some time to identify potential opportunities and strategic pathways. The review process, according to Flow, remains ongoing.
Leadership Transition: Departure of CEO Nicholas Reichenbach
Coinciding with the financial developments, Flow also announced a major leadership change. Nicholas Reichenbach, the Company’s founder and long-serving Executive Chairman and Chief Executive Officer (CEO), has stepped down from his executive roles effective immediately. Reichenbach, who played a central role in building Flow’s brand and expanding its reach in the premium bottled water market, will remain on the Board as a director.
The Company noted that an interim leadership structure has been put in place. An “Office of the Interim Chief Executive Officer” has been formed to oversee daily operations and strategic decision-making during the transition. This office is comprised of the Chair of the Special Committee, Flow’s Chief Financial Officer, and its General Counsel and Corporate Secretary. Together, this leadership group will collectively fulfill the CEO’s responsibilities until a permanent successor is identified.
Forward-Looking Challenges and Strategic Review
The notices from NFS and RI Flow come at a critical time for Flow, which has been navigating financial pressures for several quarters. While Flow has built strong brand recognition and consumer loyalty in the health and wellness beverage sector, the company has also faced high operating costs, debt obligations, and competitive challenges in an increasingly crowded market.
In its statement, Flow acknowledged that without a near-term infusion of capital, it may not be able to continue as a going concern. The Company further stated that no assurances can be provided regarding its ability to source new capital or successfully execute on any alternatives under consideration by the Special Committee.
The foreclosure risk highlights the urgency of Flow’s strategic review. Potential options may include raising new equity or debt financing, negotiating with lenders for revised terms, or exploring partnerships and transactions that could provide the liquidity required to stabilize operations.
Cautionary Note on Forward-Looking Statements
As part of its release, Flow included a cautionary statement regarding forward-looking information. The Company stressed that statements made about its future plans, strategies, and prospects involve inherent risks and uncertainties. Terms such as “expect,” “intend,” “believe,” “anticipate,” “estimate,” and similar expressions are used to identify such forward-looking statements.
These statements are based on current expectations and assumptions but are subject to numerous risks beyond Flow’s control. Chief among these risks are the uncertainties surrounding the enforcement of the lenders’ security interests, the availability of new capital, and the Company’s ability to avoid foreclosure.
Flow cautioned readers not to place undue reliance on such statements, noting that actual outcomes may differ materially from what is projected. The Company underscored that it provides these statements to help readers understand its current challenges and strategic considerations but that they should not be interpreted as guarantees of future performance.
Commitment to Stakeholders
Despite the turbulence, Flow’s Board reaffirmed its commitment to stakeholders. The Special Committee, with the support of Origin Merchant Partners, is continuing to evaluate options with the objective of safeguarding value for creditors and shareholders alike.
The leadership transition also signals an effort to stabilize the Company’s governance and bring additional perspectives to bear as it navigates restructuring or strategic alternatives. While the departure of Reichenbach marks a significant change in the Company’s leadership, his continued presence on the Board may provide continuity and institutional knowledge during this transitional phase.
Investor and Public Disclosure
Flow urged investors and stakeholders to review the press release alongside its most recent management’s discussion and analysis and unaudited condensed consolidated interim financial statements for the three- and six-month periods ended April 30, 2025. These filings, along with the Company’s Annual Information Form for the year ended October 31, 2024 (dated January 29, 2025), are available on the Company’s SEDAR+ profile at
By integrating this press release with broader financial disclosures, Flow aims to provide stakeholders with a clearer picture of its current position and the risks it faces as it seeks a path forward.
