BranchOut Food holder exercises 500K-share warrant
BranchOut Food Inc. insider entity Kaufman Kapital LLC, controlled by Daniel L. Kaufman, exercised a warrant to acquire 500,000 shares of Common Stock at $1.50 per share.
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Form Type
4
Rhea-AI Filing Summary
BranchOut Food Inc. insider entity Kaufman Kapital LLC, controlled by Daniel L. Kaufman, exercised a warrant to acquire 500,000 shares of Common Stock at $1.50 per share. After this May 7, 2026 exercise and a prior sale noted in the footnotes, Kaufman Kapital LLC holds 1,903,506 Common shares.
The filing also reflects an amended Convertible Note for $2,900,000 of principal plus approximately $658,100 of accrued interest, now maturing on December 31, 2027. The note’s interest rate was reduced from 12% to 8% per annum from May 7, 2026, and remains convertible at a $0.7582 per-share conversion price into approximately 4,692,648 Common shares.
Insider Trade Summary
500,000 shares exercised/converted
Exercise
3 txns
Insider
Kaufman Daniel Louis, Kaufman Kapital LLC
Role
10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| In-the-Money Exercise | Warrant | 500,000 | $0.00 | $0.00 |
| In-the-Money Exercise | Common Stock | 500,000 | $1.50 | $750K |
| holding | Conv. Note (as amended) | -- | -- | -- |
Holdings After Transaction:
Warrant — 0 contracts (Indirect, By Kaufman Kapital LLC);
Common Stock — 1,903,506 shares (Indirect, By Kaufman Kapital LLC);
Conv. Note (as amended) — 4,692,648 contracts (Indirect, By Kaufman Kapital LLC)
Footnotes (5)
- F1. Represents 1,903,506 shares of Common Stock held directly by Kaufman Kapital LLC following the May 5, 2026 sale of 255,951 shares and the May 7, 2026 exercise of the $1.50 Warrant for 500,000 shares (1,659,457 - 255,951 + 500,000 = 1,903,506).
- F2. Daniel L. Kaufman is the sole member and manager of Kaufman Kapital LLC and has sole voting and dispositive power over all securities held by Kaufman Kapital LLC.
- F3. On May 7, 2026, the Convertible Note was amended to (i) extend the maturity date from December 31, 2026 to December 31, 2027, (ii) reduce the interest rate from 12% to 8% per annum (effective from May 7, 2026; interest accrued prior to that date was calculated at 12%), and (iii) provide that the Company may not prepay more than $2,400,000 of principal prior to September 30, 2027 without the holder's consent. The conversion price ($0.7582 per share) and all conversion mechanics remain unchanged. Both outstanding principal ($2,900,000) and accrued and unpaid interest (approximately $658,100 as of the date hereof, calculated at 12% through May 7, 2026) are convertible at the option of the holder at any time.
- F4. Maturity date as amended on May 7, 2026. Prior maturity date was December 31, 2026. The Convertible Note became exercisable/convertible on October 14, 2024, the date of shareholder approval.
- F5. Represents approximately 4,692,648 shares of Common Stock issuable upon conversion of all outstanding principal ($2,900,000) and accrued and unpaid interest (approximately $658,100) under the Convertible Note at the conversion price of $0.7582 per share. Interest accrues at 8% per annum on $2,900,000 of outstanding principal following the May 7, 2026 amendment.
Key Figures
Warrant exercise: 500,000 shares at $1.50
Post-exercise holdings: 1,903,506 shares
Convertible Note principal: $2,900,000
+5 more
8 metrics
Warrant exercise
500,000 shares at $1.50
Common Stock acquired on May 7, 2026 via warrant exercise
Post-exercise holdings
1,903,506 shares
Common Stock held by Kaufman Kapital LLC after May 5 sale and May 7 exercise
Convertible Note principal
$2,900,000
Outstanding principal under Convertible Note held indirectly
Accrued interest
≈$658,100
Accrued and unpaid interest under Convertible Note as of amendment date
Conversion price
$0.7582 per share
Price for converting Convertible Note into Common Stock
Shares issuable on conversion
≈4,692,648 shares
Common shares issuable from full conversion of principal and interest
Interest rate cut
12% to 8% per annum
Convertible Note interest rate reduced effective May 7, 2026
Prepayment cap
$2,400,000
Max principal prepayable before September 30, 2027 without holder consent
Key Terms
Convertible Note, warrant, conversion price, maturity date, +1 more
5 terms
Convertible Note financial
"On May 7, 2026, the Convertible Note was amended to (i) extend the maturity date..."
A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.
warrant financial
"…the May 7, 2026 exercise of the $1.50 Warrant for 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.
conversion price financial
"The conversion price ($0.7582 per share) and all conversion mechanics remain unchanged."
The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.
maturity date financial
"extend the maturity date from December 31, 2026 to December 31, 2027…"
The maturity date is the specific day when a loan, bond, or investment reaches its full term and the borrower must repay the borrowed amount in full. It is important for investors because it indicates when they will receive their initial money back and can plan their future financial steps accordingly. Think of it as the due date for a loan or the day a gift card or coupon expires.
dispositive power financial
"…has sole voting and dispositive power over all securities held by Kaufman Kapital LLC."
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did Kaufman Kapital LLC report in BranchOut Food (BOF)?
Kaufman Kapital LLC exercised a warrant to acquire 500,000 BranchOut Food Common shares at $1.50 per share. This in-the-money derivative exercise increased its Common Stock position as reflected in the updated post-transaction holdings disclosed in the Form 4 filing.
What are the key terms of the amended BranchOut Food (BOF) Convertible Note?
The Convertible Note has $2,900,000 principal and approximately $658,100 accrued interest, all convertible at $0.7582 per share. Its maturity date was extended to December 31, 2027, and the interest rate decreased from 12% to 8% per annum starting May 7, 2026.
Who controls the BranchOut Food (BOF) securities held by Kaufman Kapital LLC?
Daniel L. Kaufman is the sole member and manager of Kaufman Kapital LLC and has sole voting and dispositive power over all BranchOut Food securities held by the LLC, according to the ownership footnote in the Form 4 filing.
Did the BranchOut Food (BOF) Convertible Note amendment change its conversion price?
The amendment did not change the conversion mechanics; the Convertible Note’s conversion price remains $0.7582 per share. Only the maturity date, interest rate, and certain prepayment limits were revised in the May 7, 2026 amendment.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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