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  4. [8-K] BranchOut Food Inc. Reports Material Event

BranchOut Food (NASDAQ: BOF) secures $750K and eases terms on $3.4M note

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

BranchOut Food Inc. entered into a new agreement with Kaufman Kapital LLC on May 7, 2026. Kaufman fully exercised a warrant to purchase 500,000 shares of common stock at $1.50 per share, providing the company with a cash payment of $750,000.

The parties amended a 12% Senior Secured Convertible Promissory Note with an original principal amount of up to $3,400,000 by extending its maturity date from December 31, 2026 to December 31, 2027 and reducing the interest rate from 12% to 8%, effective May 7, 2026. The company also agreed not to prepay more than $2,400,000 of principal before September 30, 2027 and to file registration statements to register the resale of warrant shares and, upon request, shares issuable from interest conversion under the note.

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Insights

BranchOut receives $750K cash while lowering note interest and extending maturity.

BranchOut Food receives $750,000 from Kaufman Kapital through the cash exercise of a warrant for 500,000 common shares at $1.50 per share. This immediately boosts liquidity without adding new debt principal.

The 12% Senior Secured Convertible Promissory Note of up to $3,400,000 is amended to extend maturity from December 31, 2026 to December 31, 2027 and cut the interest rate from 12% to 8%, effective May 7, 2026. This lowers ongoing interest expense and defers required repayment.

The company agrees not to prepay more than $2,400,000 of principal before September 30, 2027, which preserves some interest income for Kaufman while limiting BranchOut’s flexibility to reduce debt faster. Required registration statements for warrant shares and potential interest-conversion shares facilitate Kaufman’s future resale but do not by themselves change economics.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Warrant cash proceeds $750,000 Cash payment from Kaufman for warrant exercise
Warrant shares exercised 500,000 shares Common stock purchased by Kaufman at exercise
Warrant exercise price $1.50 per share Exercise price of Kaufman warrant
Convertible note principal Up to $3,400,000 Original principal amount of senior secured convertible note
Original interest rate 12% Initial rate on senior secured convertible note
Amended interest rate 8% Reduced rate on note effective May 7, 2026
Prepayment cap $2,400,000 Maximum principal prepayable before September 30, 2027
New note maturity December 31, 2027 Extended maturity date of convertible note
Warrant financial
"Kaufman exercised in full, for a cash payment to the Company of $750,000, a Warrant to purchase 500,000 shares"
A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.
12% Senior Secured Convertible Promissory Note financial
"the 12% Senior Secured Convertible Promissory Note of the Company in the original principal amount of up to $3,400,000"
registration statement regulatory
"the Company also agreed (i) to file a registration statement within 30 days of the date of the Agreement"
A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.
resale financial
"to register the resale by Kaufman of the shares of common stock issued upon exercise of the Warrant"
Resale is the act of selling an item, asset, or security by someone who previously bought it rather than by the original maker or issuer. It matters to investors because resale activity affects how easily an investment can be sold, the price buyers are willing to pay, and the potential profit or loss — like selling a used car: condition, demand and market rules determine what you can get for it.
convertible financial
"shares of common stock issuable upon conversion of interest under the Convertible Note"
A convertible is a type of investment that starts as a loan or preferred stake (like a bond or preferred share) but can be exchanged for common shares of the company at a set price or under certain conditions. It matters to investors because it offers a mix of steady income and downside protection like a loan, plus the upside of stock ownership if the company does well—similar to holding a coupon that you can trade for a full ticket if the event becomes valuable.

FAQ

What did BranchOut Food Inc. (BOF) announce regarding Kaufman Kapital LLC?
BranchOut Food entered into a Warrant Exercise and Amendment to Note and Warrant Agreement with Kaufman Kapital LLC. Kaufman exercised a warrant for 500,000 shares, paid the company $750,000 in cash, and the parties amended terms of a senior secured convertible promissory note.

How much cash does BranchOut Food (BOF) receive from the warrant exercise?
BranchOut Food receives $750,000 in cash from Kaufman Kapital’s full exercise of a warrant. The warrant covered 500,000 shares of common stock at an exercise price of $1.50 per share, providing immediate funding without increasing the note’s principal amount.

What changes were made to BranchOut Food’s 12% Senior Secured Convertible Promissory Note?
The note’s maturity date was extended from December 31, 2026 to December 31, 2027, and the interest rate was reduced from 12% to 8% effective May 7, 2026. These adjustments lengthen repayment timing while lowering the ongoing interest cost on the note.

What prepayment restriction now applies to BranchOut Food’s convertible note with Kaufman?
BranchOut Food agreed not to prepay more than $2,400,000 of principal outstanding under the convertible note before September 30, 2027. This limits early payoff of the note’s principal during that period while other amended terms, including the reduced interest rate, remain in effect.

What registration statement obligations did BranchOut Food (BOF) agree to?
BranchOut Food agreed to file a registration statement within 30 days to register the resale of shares issued upon warrant exercise. It also agreed, upon Kaufman’s request, to file an additional registration statement within 30 days to register shares issuable upon conversion of interest under the convertible note.

How many BranchOut Food shares were issued to Kaufman through the warrant exercise?
Kaufman Kapital exercised in full a warrant to purchase 500,000 shares of BranchOut Food’s common stock. The exercise price was $1.50 per share, resulting in a total cash payment to the company of $750,000 under the Warrant Exercise and Amendment to Note and Warrant Agreement.

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Understanding 8-K Material Events →
false 0001962481 0001962481 2026-05-07 2026-05-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): May 7, 2026

 

BRANCHOUT FOOD INC.

 

(Exact name of registrant as specified in its charter)

 

Nevada   001-41723   87-3980472

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

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 May 7, 2026, BranchOut Food Inc. (the “Company”) and Kaufman Kapital LLC (“Kaufman”) entered into a Warrant Exercise and Amendment to Note and Warrant Agreement (the “Agreement”), pursuant to which Kaufman exercised in full, for a cash payment to the Company of $750,000, a Warrant to purchase 500,000 shares of the Company’s common stock with an exercise price of $1.50 per share issued to Kaufman on July 15, 2024 (the “Warrant”).

 

In addition, pursuant to the Agreement, Kaufman and the Company agreed (i) to extend the maturity date of the 12% Senior Secured Convertible Promissory Note of the Company in the original principal amount of up to $3,400,000, issued to Kaufman on July 15, 2024 (the “Convertible Note”) from December 31, 2026 to December 31, 2027, (ii) to reduce the interest rate under the Convertible Note from 12% to 8%, effective May 7, 2026, and (iii) that the Company will not prepay more than $2,400,000 of principal outstanding under the Convertible Note prior to September 30, 2027.

 

Pursuant to the Agreement, the Company also agreed (i) to file a registration statement within 30 days of the date of the Agreement to register the resale by Kaufman of the shares of common stock issued upon exercise of the Warrant, and (ii) upon Kaufman’s request, to file an additional registration statement within 30 days of such request to register the shares of common stock issuable upon conversion of interest under the Convertible Note.

 

The information set forth above is qualified in its entirety by reference to the actual terms of the Agreement, which has been filed as Exhibit 10.1 to this Current Report on Form 8-K, and which is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit 10.1 Warrant Exercise and Amendment to Note And Warrant Agreement, dated as of May 7, 2026, between BranchOut Food Inc. and Kaufman Kapital LLC.
   
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

 

Pursuant to the requirements of the Securities 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: May 7, 2026 By: /s/ Eric Healy
    Eric Healy, Chief Executive Officer

 

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Source: View Original Filing on SEC EDGAR

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