---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-24-014830"
form_type: "8-K"
ticker: "BOF"
cik: "0001962481"
company_name: "BranchOut Food Inc."
filed_at: "2024-04-16T23:59:59+00:00"
generated_at: "2026-06-03T22:26:22.797170+00:00"
event_type: "regulatory"
sentiment: "negative"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# BranchOut Food receives Nasdaq delisting notice; issues $225K notes at 15% interest

## Summary
- Stockholders' equity of $2.21M as of Dec 31, 2023 below Nasdaq's $2.5M minimum; compliance plan due May 28, 2024.
- Sold $225K Senior Secured Notes at 15% p.a., maturing Dec 31, 2024 or upon qualified financing/change of control.
- Warrants for 56,250 shares at $2.00 exercise price, 10-year term; aggregate facility increased from $400K to $2M.
- Paid $46,290 to January investors plus 100,000 warrants; up to $80K to EagleVision Fund (affiliate of CFO/Director John Dalfonsi) for services.

## SEC filing metadata
- accession: 0001493152-24-014830
- form_type: 8-K
- ticker: BOF
- cik: 0001962481
- company_name: BranchOut Food Inc.
- filed_at: 2024-04-16T23:59:59+00:00
- event_type: regulatory
- sentiment: negative
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.03, 3.01, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1962481/000149315224014830/0001493152-24-014830-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1962481/000149315224014830/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-24-014830
- JSON: https://secwatch.observer/filing/0001493152-24-014830.json
- Plain text: https://secwatch.observer/filing/0001493152-24-014830.txt

## Key facts
- Debt Financings
  BranchOut Food Inc. incurred senior notes of $225,000 with a group of seven investors at 15% per annum maturing the earlier of December 31, 2024, or the occurrence of a Qualified Subsequent Financing or Change of Control.
  - Instrument: senior notes
  - Principal: $225,000
  - Counterparty: a group of seven investors
  - Rate: 15% per annum
  - Maturity: the earlier of December 31, 2024, or the occurrence of a Qualified Subsequent Financing or Change of Control
  - Event: incurrence
  source text: On April 16, 2024, BranchOut Food Inc. (the “Company”) completed the sale of $225,000 of Senior Secured Promissory Notes (“Notes”), and Warrants
  evidence_url: https://www.sec.gov/Archives/edgar/data/1962481/000149315224014830/0001493152-24-014830-index.htm
- Listing & Compliance Notices
  BranchOut Food Inc. received a nasdaq deficiency notice notice regarding stockholders equity (rules 5550(b)(1)).
  - Exchange: nasdaq
  - Notice: deficiency notice
  - Deficiency: stockholders equity
  - Rules: 5550(b)(1)
  source text: April 11, 2024, the Company received a letter from The Nasdaq Stock Market (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Rule”) because the stockholders’ equity of the Company of $2,210,476 as of December 31, 2023, as reported in the Company’s Annual Report on Form 10-K filed with the SEC on April 1, 2024, was below the minimum requirement of $2,500,000. Pursuant to Nasdaq’s Listing Rules, the Company has until May 28, 2024 to submit a plan to regain compliance with the Rule (a “Compliance Plan”). The Company intends to submit a Compliance
  evidence_url: https://www.sec.gov/Archives/edgar/data/1962481/000149315224014830/0001493152-24-014830-index.htm
- Material Agreements
  BranchOut Food Inc. entered into First Amendment to Subscription Agreement with a group of seven investors valued at $225,000 (effective 2024-04-16).
  - Action: entry
  - Agreement: credit facility
  - Counterparty: a group of seven investors
  - Value: $225,000
  - Effective: 2024-04-16
  source text: On April 16, 2024, BranchOut Food Inc. (the “Company”) completed the sale of $225,000 of Senior Secured Promissory Notes (“Notes”), and Warrants (“Warrants”) to purchase an aggregate of 56,250 shares of the Company’s common stock, to a group of seven investors (the “Investors”), pursuant to a First Amendment to Subscription Agreement between the Company and the Investors dated as of April 16, 2024 (the “First Amendment”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1962481/000149315224014830/0001493152-24-014830-index.htm
- Material Agreements
  BranchOut Food Inc. entered into Subscription Agreement with investors that purchased Notes and Warrants from the Company on January 10, 2024 valued at $400,000 (effective 2024-01-10).
  - Action: entry
  - Agreement: credit facility
  - Counterparty: investors that purchased Notes and Warrants from the Company on January 10, 2024
  - Value: $400,000
  - Effective: 2024-01-10
  source text: The First Amendment incorporates and amends certain provisions of the Subscription Agreement, dated January 10, 2024 (the “Subscription Agreement”), previously entered into by the Company and investors that purchased Notes and Warrants from the Company on January 10, 2024 (the “January Investors”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1962481/000149315224014830/0001493152-24-014830-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.