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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): September 16, 2025
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 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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
September 16, 2025, BranchOut Food Inc. (the “Company”) and EnWave Corporation (“EnWave”) entered into (i) a
Fifth Amendment to License Agreement (the “Amendment”), which amended certain terms of the License Agreement between the
Company and EnWave originally dated May 7, 2021 (as amended, the “License Agreement”), and (ii) an Equipment Purchase Agreement
(the “Purchase Agreement”).
Pursuant
to the Amendment, among other things, EnWave granted the Company a global exclusive license (but subject to existing licenses
previously issued by EnWave to two other manufacturers) to manufacture Dragon Fruit products using EnWave’s technology under the
License Agreement.
Pursuant
to the Purchase Agreement, the Company purchased from EnWave a refurbished 120kW REV vacuum microwave (the “Purchased Equipment”)
for a purchase price of $1,500,000. The purchase price is payable in 24 equal monthly installments, commencing April 1, 2026,
pursuant to a secured promissory note (the “Promissory Note”) bearing interest at the rate of 8.00% per annum.
The
information set forth above is qualified in its entirety by reference to the actual terms of the License Agreement, the Purchase Agreement
and the Promissory Note, which have been filed as Exhibits 10.1, 10.2 and 10.3 hereto, respectively, 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.
As
disclosed under Item 1.01 above, the Company delivered the Promissory Note to EnWave pursuant to Purchase Agreement. The obligations
of the Company under the Promissory Note are secured by the Purchased Equipment.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
10.1 |
|
Fifth Amendment to License Agreement, dated as of September 15, 2025, between BranchOut Food Inc. and EnWave Corporation † |
| |
|
|
| Exhibit
10.2 |
|
Equipment Purchase Agreement, dated as of September 15, 2025, between BranchOut Food Inc. and EnWave Corporation |
| |
|
|
| Exhibit
10.3 |
|
Promissory Note, dated as of September 15, 2025, issued by BranchOut Food Inc. in favor of EnWave Corporation |
| |
|
|
| Exhibit
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
†
Portions of this exhibit have been redacted.
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:
September 19, 2025 |
By: |
/s/
Eric Healy |
| |
|
Eric
Healy, Chief Executive Officer |
