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

BranchOut Food (NASDAQ: BOF) expands secured note to $2,250,000

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

Rhea-AI Filing Summary

BranchOut Food Inc. has expanded its borrowing from Kaufman Kapital LLC by taking an additional $750,000 loan under an existing secured note. This increases the total principal under the amended and restated Senior Secured Promissory Note to $2,250,000, maturing on January 28, 2027 at an interest rate of 8% per year.

The company plans to use the new funds for working capital to produce a large organic strawberry order using high-cost raw materials for June delivery to one of its largest customers. The note remains secured by a lien on substantially all of BranchOut Food’s assets under a previously executed Security Agreement and includes customary covenants and events of default.

Positive

  • None.

Negative

  • None.

Insights

BranchOut adds $750,000 secured debt for a major customer order.

BranchOut Food increased its secured borrowing from Kaufman Kapital LLC, amending a prior note to a total principal of $2,250,000 at 8% interest, maturing on January 28, 2027. The facility is backed by a lien on substantially all company assets under an existing Security Agreement.

The company intends to use the additional $750,000 mainly as working capital to fulfill a large organic strawberry order for June delivery to one of its largest customers. This ties the incremental leverage directly to a specific, near-term revenue opportunity but also concentrates operational exposure around that order.

The note’s affirmative and negative covenants and events of default are described as customary for this type of secured financing. Future disclosures in company filings may clarify how this additional debt affects liquidity, covenant headroom, and the profitability of the large strawberry order once delivered.

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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Original note principal $1,500,000 Senior Secured Promissory Note dated January 28, 2026
Additional loan amount $750,000 Borrowed on April 17, 2026 under same terms
Amended note principal $2,250,000 Amended and Restated Senior Secured Promissory Note
Interest rate 8% per annum Rate on the $2,250,000 secured note
Maturity date January 28, 2027 Due date of the amended secured note
Organic strawberry order timing June delivery Delivery timing for large order funded by loan
Promissory note amendment date April 17, 2026 Date note was amended and restated
Senior Secured Promissory Note financial
"pursuant to a Senior Secured Promissory Note in the principal amount of $1,500,000"
A senior secured promissory note is a written IOU in which a borrower promises to repay a loan and gives lenders first claim on specific assets if the borrower can't pay. Being "senior" means this debt gets paid before other unsecured obligations, and "secured" means assets back the loan, reducing potential losses for lenders. For investors, that priority and collateral typically make these notes safer and often carry lower interest than unsecured debt—think of being first in line with a pledge on the borrower's car.
Amended and Restated Secured Promissory Note financial
"the Company issued to Kaufman an Amended and Restated Secured Promissory Note in the principal amount of $2,250,000"
Security Agreement financial
"secured by a lien granted to Kaufman on substantially all of the Company’s assets pursuant to a Security Agreement"
A security agreement is a legal contract in which a borrower promises specific assets as collateral to a lender until a debt is repaid. Think of it like leaving your car keys with a mechanic while they fix the car — the lender can take or sell the pledged assets if the borrower defaults. For investors, these agreements reveal which company assets are tied up, who gets paid first in trouble, and how risky other creditors’ claims may be.
events of defaults financial
"the Note includes affirmative and negative covenants, events of defaults and other terms and conditions"
Emerging growth company regulatory
"Emerging growth company Item 1.01. Entry into a Material Definitive Agreement."
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What new financing did BranchOut Food (BOF) arrange with Kaufman Kapital?
BranchOut Food borrowed an additional $750,000 from Kaufman Kapital LLC under its existing senior secured note. This increased the total principal to $2,250,000, consolidating prior borrowing into an amended and restated secured promissory note with unchanged core terms.

What is the total principal and interest rate on BranchOut Food’s amended note?
The amended note has total principal of $2,250,000 and bears interest at 8% per annum. It combines the original $1,500,000 borrowing and the new $750,000 advance into one senior secured obligation owed to Kaufman Kapital LLC.

How will BranchOut Food (BOF) use the additional $750,000 loan proceeds?
BranchOut Food plans to use the additional $750,000 for working capital tied to producing a large organic strawberry order. The order involves high-cost raw materials and June delivery to one of the company’s largest customers, linking the financing directly to near-term production needs.

When does BranchOut Food’s $2,250,000 secured note mature?
The amended and restated senior secured promissory note matures on January 28, 2027. Until that date, BranchOut Food will owe interest at 8% per year on the $2,250,000 principal it borrowed from Kaufman Kapital LLC under this agreement.

What collateral secures BranchOut Food’s loan from Kaufman Kapital?
BranchOut Food’s obligations under the note are secured by a lien on substantially all of the company’s assets. This security interest arises under a previously executed Security Agreement between the company and Kaufman Kapital LLC, referenced and incorporated into the current financing.

Does the BranchOut Food financing include covenants or default provisions?
Yes. The amended note includes affirmative and negative covenants, along with events of default and other standard terms. These provisions are described as customary for similar senior secured transactions and are detailed in the exhibits referenced in the disclosure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0001962481 0001962481 2026-04-17 2026-04-17 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): April 17, 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.

 

As previously reported, on January 28, 2026, BranchOut Food Inc. (the “Company”), borrowed $1,500,000 from Kaufman Kapital LLC (“Kaufman”), pursuant to a Senior Secured Promissory Note in the principal amount of $1,500,000 (the “Original Note”), issued by the Company to Kaufman.

 

On April 17, 2026, the Company borrowed an additional $750,000 from Kaufman on the same terms provided for under the Original Note (the “Additional Loan”), and in connection therewith, the Company issued to Kaufman an Amended and Restated Secured Promissory Note in the principal amount of $2,250,000 (the “Note”), which amends and restates the Original Note and is in the same form as the Original Note.

 

The Company’s intends to use the proceeds of the Additional Loan for working capital purposes for the prodution of a large organic strawberry order with high-cost raw material for June delivery to one of its largest customers.

 

The Note matures on January 28, 2027 and bears interest at a rate of 8% per annum. The Company’s obligations under the Note are secured by a lien granted to Kaufman on substantially all of the Company’s assets pursuant to a Security Agreement previously entered between the Company and Kaufman (the “Security Agreement”) in connection with the issuance of a 12% Senior Secured Convertible Promissory Note of the Company, dated July 23, 2024. In addition, the Note includes affirmative and negative covenants, events of defaults and other terms and conditions, customary in transactions of this nature.

 

The information set forth above is qualified in its entirety by reference to the actual terms of the Note and Security Agreement, which have been filed as Exhibits 10.1 and 10.2, 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 10.1   Amended and Restated Senior Secured Promissory Note of the Company in the principal amount of $2,250,000, originally dated January 28, 2026, as amended and restated on April 17, 2026, issued to Kaufman Kapital LLC
     
Exhibit 10.2   Security Agreement between the Company and Kaufman Kapital LLC, dated July 23, 2024 (incorporated by reference to Exhibit 10.3 of the Form 8-K filed by the Company with Securities and Exchange Commission on July 29, 2024)
     
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 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: April 17, 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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