BranchOut Food Inc. entered into Second Amended and Restated Secured Promissory Note with Kaufman Kapital LLC valued at $750,000 additional borrowing under Second Amended and Restated Secured Promissory Note in principal (effective 2026-05-15).
“On May 15, 2026, the Company borrowed an additional $750,000 from Kaufman on the same terms provided for under the Note (the “Additional Loan”), pursuant to a Second Amended and Restated Secured Promissory Note in the principal amount of $3,000,000 (the “Note”), which amends and restates the Note.”
Material Agreements
BranchOut Food Inc. amended 12% Senior Secured Convertible Promissory Note with Kaufman Kapital LLC valued at Added 9.99% beneficial ownership limitation provision (effective 2026-05-14).
“On May 14, 2026, BranchOut Food Inc. (the “Company”), and Kaufman Kapital LLC (“Kaufman”), entered into an amendment to the 12% Senior Secured Convertible Promissory Note of the Company in the original principal amount of up to $3,400,000, dated as of July 23, 2024 (the “Convertible Note”), pursuant to which a 9.99% beneficial ownership limitation provision was added to the Convertible Note.”
Debt Financings
BranchOut Food Inc. incurred senior notes of $3,000,000 with Kaufman Kapital LLC at 8% per annum maturing January 28, 2027.
“On May 15, 2026, the Company borrowed an additional $750,000 from Kaufman on the same terms provided for under the Note (the “Additional Loan”), pursuant to a Second Amended and Restated Secured Promissory Note in the principal amount of $3,000,000 (the “Note”), which amends and restates the Note.”
Material Agreements
BranchOut Food Inc. amended Warrant Exercise and Amendment to Note and Warrant Agreement with Kaufman Kapital LLC (effective 2026-05-07).
“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”)”
Debt Financings
BranchOut Food Inc. incurred senior notes of $2,250,000 with Kaufman Kapital LLC at 8% per annum maturing January 28, 2027.
“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.”
Material Agreements
BranchOut Food Inc. amended Amended and Restated Secured Promissory Note with Kaufman Kapital LLC valued at $2,250,000 (effective 2026-04-17).
“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.”
Debt Financings
BranchOut Food Inc. incurred senior notes of $1,500,000 with Kaufman Kapital LLC at 8% per annum maturing January 28, 2027.
“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 “Note”), issued by the Company to Kaufman. The Note matures on January 28, 2027 and bears interest at a rate of 8% per annum.”
Material Agreements
BranchOut Food Inc. entered into Senior Secured Promissory Note with Kaufman Kapital LLC valued at $1,500,000 principal, 8% per annum interest, matures January 28, 2027 (effective 2026-01-28).
“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 “Note”), issued by the Company to Kaufman.”
Material Agreements
BranchOut Food Inc. entered into ATM Agreement with Alexander Capital, L.P. valued at $1,500,000 (effective 2026-01-27).
“On January 27, 2026, BranchOut Food Inc., a Nevada corporation, (the “Company”) entered into an At-The-Market Issuance Sales Agreement (the “ATM Agreement”) with Alexander Capital, L.P. (“Alexander Capital”). Pursuant to the ATM Agreement, the Company may from time to time issue and sell to or through Alexander Capital, acting as the Company’s sales agent, shares of the Company’s common stock, par value $0.001 per share (the “Shares”), having an aggregate offering price of up to $1,500,000.”
Debt Financings
BranchOut Food Inc. incurred loan of $1,500,000 with EnWave Corporation at 8.00% per annum maturing 24 equal monthly installments, commencing April 1, 2026.
“Agreement. Pursuant to the Purchase Agreement, the Company purchased from EnWave a refurbished 120kW REV vacuum microwave (the “Purchased Equipment”) for a purchase price of $1,500,000. The purchase price is payable in 24 equal monthly installments, commencing April 1, 2026, pursuant to a secured promissory note (the “Promissory Note”) bearing interest at the”
Deven Jain was appointed as director at BranchOut Food Inc..
“On July 24, 2024, in connection with the closing of the sale of the Purchased Securities under the SPA, Deven Jain was appointed to serve as a director of the Company.”
Material Agreements
BranchOut Food Inc. entered into Assignment Of Credit and Substitution of Mortgagee with assignor valued at purchased a first position mortgage receivable in the amount of $1,267,000 for a purchase price of $ (effective 2024-05-10).
“In connection with the Company’s lease of the Peru Facility, on May 10, 2024 the Company entered into a Assignment Of Credit and Substitution of Mortgagee (the “Assignment Agreement”), under which the Company purchased a first position mortgage receivable in the amount of $1,267,000, which is secured by the Peru Facility and was owed by the landlord of the Peru Facility to the assignor, for a purchase price of $1,267,000, of which $275,000 was paid by the Company to the assignor on May 10, 2024.”
Material Agreements
BranchOut Food Inc. entered into Lease Agreement with landlord of Peru Facility valued at monthly lease payments of $8,000 in first two years, $20,000 in third year, $22,000 in fourth year, (effective 2024-05-10).
“On May 10, 2024, BranchOut Food Inc. (the “Company”) entered into a Lease Agreement (the “Lease Agreement”) providing for the 10-year lease by the Company of a 50,000 square-foot food processing plant located in Peru (the “Peru Facility”).”
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.
“On April 16, 2024, BranchOut Food Inc. (the “Company”) completed the sale of $225,000 of Senior Secured Promissory Notes (“Notes”), and Warrants”
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).
“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”).”
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).
“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”).”
Listing & Compliance Notices
BranchOut Food Inc. received a nasdaq deficiency notice notice regarding stockholders equity (rules 5550(b)(1)).
“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”
Earnings Releases
BranchOut Food Inc. reported the fourth quarter ended December 31, 2023 results: revenue approximately $1.6 million.
“of the press release is furnished as Exhibit 99.1 to this report. --- EX-99.1 () --- EX-99.1 2 ex99-1.htm Exhibit 99.1 BranchOut Announces Preliminary Q4 2023 Revenue of ~$1.6 Million, 43% Sequential Growth Over the Previous Quarter; Revenue Now at ~$6.4 Million Annual Run Rate -Continued Product Line Expansion and Customer Launches Expected to Generate Strong”
Debt Financings
BranchOut Food Inc. incurred senior notes of $400,000 of Senior Secured Promissory Notes with Eagle Vision Fund LP at 15% per annum maturing December 31, 2024.
“On January 10, 2024, BranchOut Food Inc. (the “Company”) completed the sale of $400,000 of Senior Secured Promissory Notes (“Notes”) and Warrants”
Material Agreements
BranchOut Food Inc. entered into Subscription Agreement with a group of six investors (the "Investors") led by Eagle Vision Fund LP valued at $400,000 (effective 2024-01-10).
“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").”
Byron Riché Jones was appointed as Director at BranchOut Food Inc..
“On January 10, 2024, Byron Riché Jones was appointed to serve as a director of the Company and the Chairman of the Company’s Audit Committee.”
John Dalfonsi was appointed as Chief Financial Officer at BranchOut Food Inc..
“On January 10, 2024, John Dalfonsi resigned as a member of the Company’s Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, and was appointed to serve as the Company’s Chief Financial Officer.”
Chris Coulter resigned as Chief Financial Officer at BranchOut Food Inc..
“On January 10, 2024, Chris Coulter resigned as the Company’s Chief Financial Officer.”
Governance Changes
BranchOut Food Inc.: Amendment to Articles of Incorporation to provide blank check authority for preferred stock (effective 2024-01-04).
“On January 4, 2024, at a Special Meeting of Stockholders (the “Special Meeting”) of BranchOut Food Inc. (the “Company”), the Company’s stockholders approved an amendment to the Company’s Articles of Incorporation providing the Company’s Board of Directors with “blank check” authority with regard to the Company’s authorized shares of preferred stock (the “Amendment”).”
Shareholder Votes
BranchOut Food Inc. shareholders approved Approval of Amendment to Certificate of Incorporation at the 2024-01-04 meeting.
“On January 4, 2024, the Company held the Special Meeting to consider and vote on a proposal to approve the Amendment (the “Proposal”). Stockholders holding an aggregate of 2,400,641 shares of common stock, representing 59.4% of the outstanding shares of the Company’s common stock as of the record date for the Special Meeting, and which constituted a quorum, were present in person or represented by proxy at the Special Meeting. The results of the voting for the Proposal at the Special Meeting are presented below. For Against Abstain Broker Non-Votes 2,166,808 232,353 1,480 N/A”
Douglas Durst was terminated as Chief Financial Officer at BranchOut Food Inc..
“On August 14, 2023, the Company terminated Douglas Durst, the prior Chief Financial Officer of the Company.”
Christopher Coulter was appointed as Chief Financial Officer at BranchOut Food Inc..
“On August 14, 2023, the board of directors of BranchOut Food Inc. (the “Company”) appointed Christopher Coulter as the Company’s Chief Financial Officer effective August 14, 2023”
Governance Changes
BranchOut Food Inc.: Reverse stock split effected by Certificate of Change, proportionally reducing authorized shares of common and preferred stock (effective 2023-06-16).
“the reverse stock split was effected by the company filing a certificate of change (the “certificate”) pursuant to nevada revised statutes (“nrs”) section 78.209 with the secretary of state of the state of nevada on june 16, 2023. under nevada law, no amendment to the company’s articles of incorporation was required in connection with the reverse stock split.”
Material Agreements
BranchOut Food Inc. entered into Underwriting Agreement with Alexander Capital, L.P. as the representative of the underwriters valued at aggregate of 1,190,000 shares of Common Stock at a price to the public of $6.00 per share (effective 2023-06-15).
“On June 15, 2023, BranchOut Food Inc., a Nevada corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Alexander Capital, L.P. as the representative of the underwriters named therein (the “Representative” and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”), relating to the issuance and sale by the Company to the Underwriters (the “Initial Public Offering”) of an aggregate of 1,190,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a price to the public of $6.00 per share, less underwriting discounts and commissions.”
Greg Somerville was appointed as Director at BranchOut Food Inc..
“The New Directors are David Israel, John Dalfonsi and Greg Somerville.”
John Dalfonsi was appointed as Director at BranchOut Food Inc..
“The New Directors are David Israel, John Dalfonsi and Greg Somerville.”
David Israel was appointed as Director at BranchOut Food Inc..
“The New Directors are David Israel, John Dalfonsi and Greg Somerville.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.