BranchOut Food Inc. Signs Material Definitive Agreement

TL;DR

BranchOut Food Inc. signed a big deal on 7/15/24, filing shows.

AI Summary

BranchOut Food Inc. entered into a Material Definitive Agreement on July 15, 2024. The filing also includes financial statements and exhibits related to this agreement. The company is incorporated in Nevada and its principal executive offices are located in Bend, Oregon.

Why It Matters

This filing indicates a significant new contract or partnership for BranchOut Food Inc., which could impact its future revenue and operations.

Risk Assessment

Risk Level: medium — The nature of the material definitive agreement is not specified, leaving its potential impact and associated risks unclear.

Key Players & Entities

• BranchOut Food Inc. (company) — Registrant
• July 15, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• Bend, Oregon (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share BOF Nasdaq Capital Marke
• $3,400,000 — y Note in the principal amount of up to $3,400,000 (the "Convertible Note"), convertible i
• $0.7582 — re ("Common Stock") at a fixed price of $0.7582 per share of Common Stock, a (ii) a war
• $1.00 — of Common Stock at an exercise price of $1.00 per share (the "$1.00 Warrant"), and (i
• $1.50 — of Common Stock at an exercise price of $1.50 per share (the "$1.50 Warrant" and, tog
• $2,000,000 — initial loan in the principal amount of $2,000,000 to be made to the Company under the Con
• $1,400,000 — Convertible Note in the amount of up to $1,400,000 upon the satisfaction of certain condit
• $100,000 — pected to generate revenues of at least $100,000 and receipt of the approval of its shar
• $5,000,000 — , 2025, (ii) the sale by the Company of $5,000,000 of equity or debt securities in a singl
• $525,000 — which such investors agreed to purchase $525,000 of "Units" from the Company, each Unit
• $75.82 — , at a purchase price per Unit equal to $75.82. The Investor Warrants may not be exerc

Filing Documents

• form8-k.htm (8-K) — 58KB
• ex4-1.htm (EX-4.1) — 81KB
• ex4-2.htm (EX-4.2) — 85KB
• ex4-3.htm (EX-4.3) — 85KB
• ex4-4.htm (EX-4.4) — 83KB
• ex10-1.htm (EX-10.1) — 107KB
• ex10-2.htm (EX-10.2) — 39KB
• ex10-3.htm (EX-10.3) — 64KB
• 0001493152-24-028523.txt ( ) — 881KB
• bof-20240715.xsd (EX-101.SCH) — 3KB
• bof-20240715_lab.xml (EX-101.LAB) — 33KB
• bof-20240715_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. Convertible Note Financing On July 15, 2024, BranchOut Food Inc. (the "Company"), entered into a Securities Purchase Agreement (as amended, the "SPA") with Daniel L. Kaufman, pursuant to which Mr. Kaufman agreed to purchase from the Company, in a private placement (i) a 12% Senior Secured Convertible Promissory Note in the principal amount of up to $3,400,000 (the "Convertible Note"), convertible into shares of the Company's common stock, par value $.0001 per share ("Common Stock") at a fixed price of $0.7582 per share of Common Stock, a (ii) a warrant to purchase 1,000,000 shares of Common Stock at an exercise price of $1.00 per share (the "$1.00 Warrant"), and (iii) a warrant to purchase 500,000 shares of Common Stock at an exercise price of $1.50 per share (the "$1.50 Warrant" and, together with the $1.00 Warrant, the "Warrants" and together with the Convertible Note, the "Purchased Securities"), in consideration of an initial loan in the principal amount of $2,000,000 to be made to the Company under the Convertible Note on the "Initial Closing Date" (as defined in the SPA), subject to the terms and conditions thereof. On July 19, 2024, the Company, Mr. Kaufman and Kaufman Kapital LLC entered into an amendment to the SPA (the "SPA Amendment"), which among other things, replaced Mr. Kaufman with Kaufman Kapital LLC as the "Investor" under the SPA. The SPA Pursuant to the SPA, the Investor has agreed to make an additional loan to the Company under the Convertible Note in the amount of up to $1,400,000 upon the satisfaction of certain conditions, including EnWave Corporation completing the manufacture of a new dehydration machine for the Company, and the Company's manufacturing facility in Peru having exported product expected to generate revenues of at least $100,000 and receipt of the approval of its shareholders as described below. The SPA also requires the Company to (A) seek the approval of its sha

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits . Exhibit 4.1 Form of 12% Senior Secured Convertible Promissory Note of the Company in the principal amount of up to $3,400,000 issuable under Securities Purchase Agreement dated July 15, 2024 Exhibit 4.2 Form of $1.00 Warrant issuable under Securities Purchase Agreement dated July 15, 2024 Exhibit 4.3 Form of $1.50 Warrant issuable under Securities Purchase Agreement dated July 15, 2024 Exhibit 4.4 Form of Warrant issuable under Subscription Agreement dated July 15, 2024 Exhibit 10.1 Securities Purchase Agreement, dated July 15, 2024, between the Company and Daniel L. Kaufman Exhibit 10.2 Amendment to Securities Purchase Agreement, dated July 19, 2024, by and among the Company, Daniel L. Kaufman and Kaufman Kapital LLC Exhibit 10.3 Unit Subscription Agreement of the Company, dated July 15, 2024 Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

SIGNATURES

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: July 19, 2024 By: /s/ Eric Healy Eric Healy, Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR