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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): 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.
| 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) |
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 |
