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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 31, 2026
BRANCHOUT
FOOD INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-41723 |
|
87-3980472 |
| (State or other jurisdiction |
|
(Commission File |
|
(I.R.S. Employer |
| of incorporation) |
|
Number) |
|
Identification Number) |
| 205
SE Davis Avenue, Bend Oregon |
|
97702 |
| (Address of principal executive
offices) |
|
(Zip Code) |
(844)
263-6637
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
BOF |
|
Nasdaq
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01. Entry into a Material Definitive Agreement.
On
July 31, 2026, BranchOut Food Inc. (the “Company”), together with its Chief Executive Officer and Chief Financial Officer,
on the one-hand, entered into a Settlement Agreement and General Release (the “Settlement Agreement”) with Doug Durst, the
Company’s former Chief Financial Officer (“Durst”), and his affiliate, Chase Innovations, Inc. (“Chase”
and, together with Durst, the “Plaintiffs”), on the other hand.
The
Settlement Agreement was entered into to settle all outstanding claims of the Plaintiffs against the Company and its executive officers
pursuant to the litigation that Durst had commenced in connection with the termination of his employment by the Company as its Chief
Financial Officer. Pursuant to the Settlement Agreement, the Plaintiffs agreed to the settlement of such claims, and provided the Company
and the other defendants in the action with a general release, in consideration of the Company’s cash payment to (i) Durst, in
the amount of $247,500, and (ii) Chase, in the amount of $55,890. The payment to Durst will be paid as follows: $147,500 within 30 days
of the execution of the Settlement Agreement, with the remaining $100,000 to be paid in five consecutive monthly installments of $20,000
each beginning August 15, 2026.
In
addition, pursuant to the Settlement Agreement, the Company issued Durst a Warrant to purchase 57,600 shares of the Company’s common
stock (the “Warrant”) at an exercise price of $4.11, during the two-year term following the issuance of the Warrant.
The
information set forth above is qualified in its entirety by reference to the actual terms of the Settlement Agreement and Warrant, which
have been filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K, and which are incorporated herein by reference.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth under Item 1.01 is incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit 4.1 |
|
Warrant to purchase 57,600 shares of common stock of the Company, issued to Doug Durst, dated August 3, 2026 |
| |
|
|
| Exhibit 10.1 |
|
Settlement Agreement and General Release (the “Settlement Agreement”), by and among the Company, Eric Healy, John Dalfonsi, Doug Durst and Chase Innovations, Inc. |
| |
|
|
| Exhibit 104 |
|
Cover Page Interactive Data File (embedded
within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| |
BranchOut
Food Inc. |
| |
|
| Date:
August 4, 2026 |
By: |
/s/
Eric Healy |
| |
|
Eric
Healy, Chief Executive Officer |