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BranchOut Food Inc. major shareholder Kaufman Kapital LLC sold 1,189,676 shares of Common Stock at $3.06 per share in a single privately negotiated block trade to an institutional buyer. After this sale, Kaufman Kapital LLC holds 500,000 shares, all acquired by exercising a $1.50 warrant on May 7, 2026, and these remaining shares have not yet been registered for resale.
The filing also describes updated terms of a Convertible Note held indirectly through Kaufman Kapital LLC. The note’s maturity date was extended from December 31, 2026 to December 31, 2027, and its interest rate was reduced from 12% to 8% per year from May 7, 2026 onward.
The company may not prepay more than $2,400,000 of principal on this note before September 30, 2027 without the holder’s consent. A 9.99% beneficial ownership limitation now restricts conversions so the holder cannot convert if that would push its ownership above 9.99% of outstanding shares. The conversion price remains $0.7582 per share, and the note became convertible on October 14, 2024 following shareholder approval.
BranchOut Food Inc. investor Kaufman Kapital LLC reported a major share sale and updated its ownership. On June 2, 2026, Kaufman Kapital sold 1,189,676 shares of common stock in a privately negotiated block trade at $3.06 per share, for gross proceeds of about $3.64 million.
After this sale, the reporting persons directly hold 500,000 shares acquired through exercise of a $1.50 warrant on May 7, 2026 and are deemed to beneficially own 1,530,071 shares, or 9.99% of BranchOut Food’s common stock. They also hold a senior secured convertible note with $2.9 million of principal and approximately $680,000 of accrued interest, convertible at $0.7582 per share, but subject to a 9.99% Beneficial Ownership Limitation.
Kaufman Kapital LLC filed an amended Schedule 13D for BranchOut Food Inc., reporting beneficial ownership of 1,689,676 common shares, or about 11.0% of the company, all held through Kaufman Kapital. Daniel L. Kaufman controls these shares as sole member and manager.
The filing notes open-market sales of 213,830 shares on May 12, 2026 at a weighted average price of $3.26 per share, generating roughly $697,086 in gross proceeds, and references earlier May 5 sales. It also details a Senior Secured Convertible Promissory Note with $2,900,000 principal and about $665,000 accrued interest, convertible at $0.7582 per share but now subject to a 9.99% beneficial ownership blocker so the underlying 4,701,848 shares are currently excluded from beneficial ownership.
Separately, Kaufman Kapital provided additional working-capital loans, resulting in a non-convertible secured note with $3,000,000 principal bearing 8% interest and maturing on January 28, 2027, secured by a lien on substantially all BranchOut Food assets.
BranchOut Food Inc. entered into an amendment to its 12% Senior Secured Convertible Promissory Note of up to $3,400,000, adding a 9.99% beneficial ownership limitation so Kaufman Kapital LLC cannot convert into common stock above that ownership level.
The company also borrowed an additional $750,000 from Kaufman on May 15, 2026, increasing its senior secured promissory note to a total principal amount of $3,000,000. This note bears 8% annual interest, matures on January 28, 2027, and is secured by a lien on substantially all of BranchOut Food’s assets. The company plans to use the new funds for working capital to produce customer orders.
BranchOut Food Inc. reported weaker results for the quarter ended March 31, 2026. Net revenue fell to $2.61M from $3.17M a year earlier as sales mix shifted toward lower-margin bulk ingredients and production downtime increased.
Gross profit was $0.40M and the company recorded a net loss of $1.79M, nearly double the prior-year loss of $0.92M. Operating cash outflow was $2.10M, while cash at period end was $0.92M, funded in part by an at-the-market equity program and warrant exercises.
Total assets were $17.17M, including growing inventory tied to the Peru manufacturing facility, against total liabilities of $11.24M. Management disclosed an accumulated deficit of $25.5M and negative working capital of about $1.1M, and stated there is substantial doubt about the company’s ability to continue as a going concern without new capital and continued growth.
BranchOut Food Inc. reported an insider transaction involving a significant shareholder. On May 12, 2026, Kaufman Kapital LLC, an entity for which Daniel L. Kaufman is the sole member and manager with sole voting and dispositive power, executed an open-market sale of 213,830 shares of BranchOut Food common stock. The shares were sold at prices ranging from $3.25 to $3.45 per share, with a weighted average sale price of $3.26 per share. Following this sale, Kaufman Kapital LLC held 1,689,676 shares of BranchOut Food common stock indirectly. The filing notes that additional shares issuable upon conversion or exercise of derivative securities are reported separately.
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.
Kaufman Kapital LLC, an entity associated with BranchOut Food Inc. insider Daniel L. Kaufman, executed an open-market sale of 255,951 shares of Common Stock of BranchOut Food Inc. The weighted average sale price was $3.2880 per share, with individual trades ranging from $3.25 to $3.55 per share. Following this transaction, Kaufman Kapital LLC held 1,403,506 shares of BranchOut Food Inc. common stock indirectly. 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 the LLC.
BranchOut Food Inc.’s major investor Kaufman Kapital LLC and Daniel L. Kaufman report owning about 6,596,154 shares of common stock, or 33.4% of the company. The position includes 1,903,506 shares held directly and additional shares issuable from a Convertible Note and accrued interest at a $0.7582 conversion price.
On May 5, 2026, Kaufman Kapital sold 255,951 shares in open-market trades at a weighted average price of $3.2880 per share for roughly $841,567. On May 7, 2026, it exercised a $1.50 warrant for 500,000 shares, providing $750,000 in cash to BranchOut Food.
The same day, Kaufman Kapital and the company amended the Convertible Note: extending maturity to December 31, 2027, cutting the interest rate from 12% to 8% per year, limiting prepayments above $2,400,000 of principal before September 30, 2027 without its consent, and adding registration rights for the 500,000 warrant shares and potential interest-conversion shares.
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.