Form 8-K

8-K — BranchOut Food Inc.

Accession: 0001493152-26-021705

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001962481

SIC: 2000 (FOOD & KINDRED PRODUCTS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): May 7, 2026

BRANCHOUT

FOOD INC.

(Exact

name of registrant as specified in its charter)

Nevada

001-41723

87-3980472

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

Number)

205

SE Davis Avenue, Bend Oregon

97702

(Address

of principal executive offices)

(Zip

Code)

(844) 263-6637

(Registrant’s telephone number, including area code)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.001 per share

BOF

Nasdaq

Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01. Entry into a Material Definitive Agreement.

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”).

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)

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

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

WARRANT

EXERCISE AND AMENDMENT TO NOTE AND WARRANT AGREEMENT

THIS

WARRANT EXERCISE AND AMENDMENT TO NOTE AND WARRANT AGREEMENT (this “Agreement”), dated as of May 7, 2026, is

made by and among BranchOut Food Inc., a Nevada corporation (the “Company”), and Kaufman Kapital LLC (“Kaufman

Kapital”).

RECITALS

WHEREAS,

Kaufman Kapital is the holder of (i) a 12% Senior Secured Convertible Promissory Note of the Company in the original principal amount

of up to $3,400,000, dated as of July 15, 2024, with a current outstanding principal balance of $2,900,000 (the “Convertible

Note”), and (ii) a warrant to purchase 500,000 shares of the Company’s common stock at an exercise price of $1.50

per share, dated July 15, 2024 (the “$1.50 Warrant”);

WHEREAS,

the maturity date of the Convertible Note and the expiration date of the $1.50 Warrant were each previously extended to December 31,

2026 pursuant to that certain Warrant Exercise and Amendment to Notes and Warrant Agreement, dated as of May 30, 2025, between the Company

and Kaufman Kapital (the “June 2025 Amendment”);

WHEREAS,

the Company has requested that Kaufman Kapital exercise the $1.50 Warrant to provide the Company with working capital, and Kaufman Kapital

is willing to do so, subject to the terms and conditions of this Agreement; and

WHEREAS,

in consideration of Kaufman Kapital’s exercise of the $1.50 Warrant, the Company and Kaufman Kapital desire to amend certain terms

of the Convertible Note as provided herein.

NOW,

THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto

hereby agree as follows:

Effective Time. This Agreement shall become effective upon the Company’s actual receipt of the Exercise Price (as defined in

Section 3 below) by wire transfer of immediately available funds (the “Effective Time”). Until the Effective

Time, the amendments set forth in Section 2 and the prepayment restrictions set forth in Section 4 shall have no force or effect.

Amendments to the Convertible Note. Effective as of the Effective Time:

(a)

Extension of Maturity Date. The definition of the “Maturity Date” as set forth in the Convertible Note is hereby

amended by replacing “December 31, 2026” with “December 31, 2027.”

(b)

Reduction of Interest Rate. Section 2.A. of the Convertible Note is hereby amended to replace “twelve (12%) percent”

with “eight (8%) percent.” For the avoidance of doubt, all interest accrued under the Convertible Note through the Effective

Time shall be calculated at the rate of twelve percent (12%) per annum. From and after the Effective Time, interest shall accrue at the

rate of eight percent (8%) per annum. Interest accrued at 12% prior to the Effective Time remains outstanding and convertible in accordance

with the terms of the Convertible Note.

Exercise of $1.50 Warrant. Kaufman Kapital hereby irrevocably exercises the $1.50 Warrant in full on a cash basis for 500,000 shares

of the Company’s common stock, for an aggregate exercise price of $750,000 (the “Exercise Price”), to

be paid to the Company by wire transfer of immediately available funds concurrently with the execution of this Agreement. The Company

shall deliver the 500,000 shares of common stock to Kaufman Kapital promptly following receipt of the Exercise Price in accordance with

the terms of the $1.50 Warrant.

Page 1

Prepayment Restrictions. Effective as of the Effective Time, the prepayment restrictions set forth in Section 5 of the June 2025

Amendment are hereby amended and restated in their entirety as follows:

(a)

Unless otherwise agreed to by Kaufman Kapital, in no event shall the Company prepay more than $2,400,000 of principal outstanding under

the Convertible Note prior to September 30, 2027.

(b)

For the avoidance of doubt, the foregoing restrictions shall not limit Kaufman Kapital’s right to convert outstanding principal

and accrued interest under the Convertible Note into shares of common stock at any time in accordance with the terms thereof.

Registration of Warrant Shares.

(a)

Filing Obligation. Within thirty (30) calendar days following the Effective Time, the Company shall file with the Securities

and Exchange Commission (the “SEC”) a new registration statement on Form S-3 (or, if the Company is not eligible to use Form

S-3, on such other form as the Company is eligible to use), or a post-effective amendment to the Company’s existing Registration

Statement on Form S-3 (Reg. No. 333-288512), in either case covering the resale of the 500,000 shares of Common Stock issued upon exercise

of the $1.50 Warrant pursuant to Section 3 of this Agreement (the “New Registration Statement”) (the “Warrant

Shares”).

(b)

Effectiveness. The Company shall use commercially reasonable efforts to cause the New Registration Statement to be declared

effective by the SEC as promptly as practicable following filing, and in any event within ninety (90) calendar days following the Effective

Time (or within one hundred twenty (120) calendar days if the SEC reviews and provides comments on the New Registration Statement).

(c)

Maintenance. The Company shall use commercially reasonable efforts to keep the New Registration Statement continuously effective

until the earliest of (i) the date on which all Warrant Shares covered by the New Registration Statement have been sold, (ii) the date

on which all Warrant Shares may be sold without restriction pursuant to Rule 144 under the Securities Act of 1933, as amended, without

volume or manner-of-sale limitations and without the requirement for current public information, or (iii) the second anniversary of the

date on which the New Registration Statement is declared effective by the SEC.

(d)

Expenses. The Company shall bear all costs and expenses incurred in connection with the preparation, filing and maintenance

of the New Registration Statement, including all registration and filing fees, fees and expenses of the Company’s counsel and independent

registered public accounting firm, and the costs of compliance with state securities or “blue sky” laws. Kaufman Kapital

shall bear all underwriting discounts and commissions, if any, attributable to the sale of the Warrant Shares, and the fees and expenses

of Kaufman Kapital’s own counsel.

(e)

Cooperation. Kaufman Kapital agrees to furnish to the Company such information regarding Kaufman Kapital and the proposed

distribution of the Warrant Shares as the Company may reasonably request in connection with the preparation of the New Registration Statement,

including a completed selling stockholder questionnaire in customary form.

Page 2

(f)

Future Registration of Interest Conversion Shares. At any time following the Effective Time, Kaufman Kapital shall have the

right to request, by written notice to the Company, that the Company register for resale shares of common stock issuable upon conversion

of accrued and unpaid interest under the Convertible Note (the “Interest Conversion Shares”). Within thirty (30) calendar

days following receipt of such request, the Company shall file with the SEC a new registration statement on Form S-3 (or such other form

as the Company is eligible to use), or a post-effective amendment to an existing registration statement, covering the resale of the number

of Interest Conversion Shares specified in Kaufman Kapital’s request. The provisions of Sections 5(b), 5(c), 5(d), and 5(e) shall

apply to any such registration statement or post-effective amendment, mutatis mutandis.

Public Disclosure. The Company shall file a Current Report on Form 8-K within four (4) business days following the Effective Time

disclosing the material terms of this Agreement and filing a copy of this Agreement as an exhibit thereto.

No Other Amendments. Except as expressly provided herein, the Convertible Note (including, without limitation, the conversion price,

conversion mechanics, and security interest), the Securities Purchase Agreement, the Security Agreement, and all other agreements between

the parties (collectively, the “Transaction Documents”) shall be unmodified and shall continue to be in full force and effect

in accordance with their respective terms.

Governing Law. The laws of the State of Nevada shall govern all matters arising out of, in connection with or relating to this Agreement,

including, without limitation, its validity, interpretation, construction, performance and enforcement.

Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which shall be deemed an original,

and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means (including PDF) shall

be deemed original signatures.

Page 3

WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first written

above.

BRANCHOUT

FOOD INC.

KAUFMAN

KAPITAL LLC

/s/ Eric Healy

/s/ Daniel L. Kaufman

By:

Eric

Healy

By:

Daniel

L. Kaufman

Title:

Chief

Executive Officer

Title:

Managing

Member

Page 4

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