UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On May 7, 2026, BranchOut Food Inc. (the “Company”) and Kaufman Kapital LLC (“Kaufman”) entered into a Warrant Exercise and Amendment to Note and Warrant Agreement (the “Agreement”), pursuant to which Kaufman exercised in full, for a cash payment to the Company of $750,000, a Warrant to purchase 500,000 shares of the Company’s common stock with an exercise price of $1.50 per share issued to Kaufman on July 15, 2024 (the “Warrant”).
In addition, pursuant to the Agreement, Kaufman and the Company agreed (i) to extend the maturity date of the 12% Senior Secured Convertible Promissory Note of the Company in the original principal amount of up to $3,400,000, issued to Kaufman on July 15, 2024 (the “Convertible Note”) from December 31, 2026 to December 31, 2027, (ii) to reduce the interest rate under the Convertible Note from 12% to 8%, effective May 7, 2026, and (iii) that the Company will not prepay more than $2,400,000 of principal outstanding under the Convertible Note prior to September 30, 2027.
Pursuant to the Agreement, the Company also agreed (i) to file a registration statement within 30 days of the date of the Agreement to register the resale by Kaufman of the shares of common stock issued upon exercise of the Warrant, and (ii) upon Kaufman’s request, to file an additional registration statement within 30 days of such request to register the shares of common stock issuable upon conversion of interest under the Convertible Note.
The information set forth above is qualified in its entirety by reference to the actual terms of the Agreement, which has been filed as Exhibit 10.1 to this Current Report on Form 8-K, and which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit 10.1 | Warrant Exercise and Amendment to Note And Warrant Agreement, dated as of May 7, 2026, between BranchOut Food Inc. and Kaufman Kapital LLC. |
| 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 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: May 7, 2026 | By: | /s/ Eric Healy |
| Eric Healy, Chief Executive Officer | ||
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