BranchOut Food Reports Material Agreements, Debt, Equity Sales

TL;DR

**BranchOut Food just took on new debt, sold more stock, and made big agreements, watch for potential dilution and financial shifts.**

AI Summary

BranchOut Food Inc. filed an 8-K on January 16, 2024, reporting several significant events that occurred on January 10, 2024. These include entering into a material definitive agreement, creating a direct financial obligation, and engaging in unregistered sales of equity securities. Additionally, the filing indicates changes in directors or officers and compensatory arrangements. This matters to investors because these actions could significantly impact the company's financial health, ownership structure, and future strategic direction, potentially diluting existing shares or increasing debt.

Why It Matters

This filing signals major operational and financial shifts for BranchOut Food Inc., which could affect its stock value through potential dilution from new equity or increased financial risk from new obligations.

Risk Assessment

Risk Level: high — The combination of new financial obligations, unregistered equity sales, and material agreements introduces significant uncertainty and potential dilution for existing shareholders.

Analyst Insight

A smart investor would closely monitor subsequent filings for details on the material agreements, the nature and size of the financial obligations, and the terms of the equity sales to assess the full impact on valuation and ownership structure before making investment decisions.

Key Numbers

• January 10, 2024 — Date of earliest event reported (This is when the significant events described in the 8-K occurred.)
• January 16, 2024 — Filing Date (This is when the 8-K was officially filed with the SEC.)

Key Players & Entities

• BranchOut Food Inc. (company) — the registrant filing the 8-K
• Nevada (company) — state of incorporation for BranchOut Food Inc.
• 001-41723 (dollar_amount) — Commission File Number
• 87-3980472 (dollar_amount) — I.R.S. Employer Identification Number
• 205 SE Davis Avenue, Bend Oregon 97702 (company) — Address of principal executive offices
• 844-263-6637 (dollar_amount) — Registrant’s telephone number

Forward-Looking Statements

• BranchOut Food Inc.'s stock price may experience volatility due to potential dilution from unregistered equity sales. (BranchOut Food Inc.) — medium confidence, target: Q1 2024
• The company's financial statements will reflect new direct financial obligations in its next quarterly report. (BranchOut Food Inc.) — high confidence, target: Q1 2024 Earnings Report

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share BOF Nasdaq Capital Market
• $400,000 — . (the "Company") completed the sale of $400,000 of Senior Secured Promissory Notes ("No
• $40,000 — on was paid a cash fee in the amount of $40,000 upon the closing of the transaction for
• $2.00 — ten-year period at an exercise price of $2.00 per share. Pursuant to the Subscripti
• $200,000 — John Hinman in the principal amount of $200,000, with the balance to be used for workin
• $6,000 — to which the Company paid Eagle Vision $6,000 per month through June 2023, the month

Filing Documents

• form8-k.htm (8-K) — 51KB
• ex4-1.htm (EX-4.1) — 83KB
• ex10-1.htm (EX-10.1) — 180KB
• ex10-2.htm (EX-10.2) — 26KB
• ex10-3.htm (EX-10.3) — 79KB
• 0001493152-24-002356.txt ( ) — 660KB
• bof-20240110.xsd (EX-101.SCH) — 3KB
• bof-20240110_lab.xml (EX-101.LAB) — 33KB
• bof-20240110_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On January 10, 2024, BranchOut Food Inc. (the "Company") completed the sale of $400,000 of Senior Secured Promissory Notes ("Notes") and Warrants ("Warrants") to purchase an aggregate of 100,000 shares of the Company's common stock, to a group of six investors (the "Investors") led by Eagle Vision Fund LP ("Eagle Vision"), an affiliate of John Dalfonsi, director of the Company, pursuant to a Subscription Agreement between the Company and the Investors (the "Subscription Agreement"). The transaction was effected pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended and Rule 506(b) promulgated thereunder. Pursuant to the Subscription Agreement, Eagle Vision was paid a cash fee in the amount of $40,000 upon the closing of the transaction for due diligence fees. The Notes mature on the earlier of December 31, 2024, or the occurrence of a Qualified Subsequent Financing or Change of Control (as such terms are defined in the Subscription Agreement) and bear interest at a rate of 15% per annum. In addition, the Notes are subject to covenants, events of defaults and other terms and conditions set forth in the Subscription Agreement. The Company's obligations under the Notes are secured by liens on substantially all of the Company's assets pursuant to the terms of a Security Agreement between the Company and the Investors (the "Security Agreement"). Each Warrant is exercisable for a ten-year period at an exercise price of $2.00 per share. Pursuant to the Subscription Agreement, the proceeds received by the Company from the sale of the Notes and Warrants were used to repay outstanding indebtedness owed by the Company to John Hinman in the principal amount of $200,000, with the balance to be used for working capital purposes. The information set forth above is qualified in its entirety by reference to the actual terms of the Subscription Agreement, the Notes, the Security Agreement and the Warran

SIGNATURES

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: January 16, 2024 By: /s/ Eric Healy Eric Healy, Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR