Form 8-K

8-K — BranchOut Food Inc.

Accession: 0001493152-26-023738

Filed: 2026-05-15

Period: 2026-05-14

CIK: 0001962481

SIC: 2000 (FOOD & KINDRED PRODUCTS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-4.1 (ex4-1.htm)

EX-10.1 (ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001962481

2026-05-14

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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 14, 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.

Convertible

Note Amendment

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. Under this provision, Kaufman may not convert any portion of the Convertible Note into shares of the Company’s

common stock to the extent that, after giving effect to such conversion, Kaufman would beneficially own in excess of 9.99% of the outstanding

shares of the Company’s Common Stock.

Additional

Kaufman Loan

previously reported, on January 28, 2026, the Company, borrowed $1,500,000 from Kaufman pursuant to a Senior Secured Promissory Note

in the principal amount of $1,500,000 (the “Original Note”), and on April 17, 2026, the Company borrowed an additional $750,000

from Kaufman pursuant to an Amended and Restated Secured Promissory Note in the principal amount of $2,250,000 (the “Note”),

which amended and restated the Original Note and was in the same form as the Original Note.

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. The Company intends to use the proceeds of the Additional Loan for working capital purposes for the

production of customer orders.

The

Note matures on January 28, 2027 and bears interest at a rate of 8% per annum. The Company’s obligations under the Note are secured

by a lien granted to Kaufman on substantially all of the Company’s assets pursuant to a Security Agreement previously entered between

the Company and Kaufman (the “Security Agreement”) in connection with the issuance of the Convertible Note. In addition,

the Note includes affirmative and negative covenants, events of defaults and other terms and conditions, customary in transactions of

this nature.

The

information set forth above is qualified in its entirety by reference to the actual terms of the Note and Security Agreement, which have

been filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, and which are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The

information set forth under Item 1.01 is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

4.1

Amendment No. 3 to Convertible Note, dated May 14, 2026, between the Company and Kaufman Kapital LLC

Exhibit

10.1

Second Amended and Restated Senior Secured Promissory Note of the Company in the principal amount of $3,000,000, dated May 15, 2026, issued to Kaufman Kapital LLC

Exhibit

10.2

Security Agreement between the Company and Kaufman Kapital LLC, dated July 23, 2024 (incorporated by reference to Exhibit 10.3 of the Form 8-K filed by the Company with Securities and Exchange Commission on July 29, 2024)

Exhibit

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

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:

May 15, 2026

By:

/s/

Eric Healy

Eric

Healy, Chief Executive Officer

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit

4.1

AMENDMENT

NO. 3 TO CONVERTIBLE NOTE

THIS

AMENDMENT NO. 3 TO CONVERTIBLE NOTE (this “Amendment”), dated as of May 14, 2026, is made by and between BranchOut

Food Inc., a Nevada corporation (the “Company”), and Kaufman Kapital LLC, a Delaware limited liability company

(“Kaufman Kapital”).

RECITALS

WHEREAS,

Kaufman Kapital is the holder of 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 23, 2024, with a current outstanding principal balance of $2,900,000, as previously amended by the

Warrant Exercise and Amendment to Notes and Warrant Agreement dated as of May 30, 2025 (the “June 2025 Amendment”)

and the Warrant Exercise and Amendment to Note and Warrant Agreement dated as of May 7, 2026 (the “May 2026 Agreement”)

(as so amended, the “Convertible Note”);

WHEREAS,

the Convertible Note, as amended, bears interest at 8% per annum, matures on December 31, 2027, and is convertible at the option of Kaufman

Kapital into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at

a fixed conversion price of $0.7582 per share; and

WHEREAS,

the Company and Kaufman Kapital desire to add a beneficial ownership limitation on conversions under the Convertible Note, on the terms

set forth herein.

NOW,

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

agree as follows:

Beneficial Ownership Limitation.

(a)

Conversion Cap. Notwithstanding anything to the contrary in the Convertible Note, Kaufman Kapital shall not have the right

to convert any portion of the Convertible Note (whether principal or accrued and unpaid interest) to the extent that, after giving effect

to such conversion, Kaufman Kapital (together with its affiliates and any persons acting as a group with Kaufman Kapital or any of its

affiliates) would beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect

to the issuance of shares upon such conversion (the “Maximum Percentage”). For purposes of this Section 1,

beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), and the rules and regulations promulgated thereunder. For purposes of this Section 1, in determining the number

of outstanding shares of Common Stock, Kaufman Kapital may rely on the number of outstanding shares as reflected in (i) the Company’s

most recent periodic or annual report filed with the SEC, (ii) a more recent public announcement by the Company, or (iii) a more recent

written notice by the Company or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written

request of Kaufman Kapital, the Company shall, within two (2) trading days, confirm orally and in writing to Kaufman Kapital the number

of shares of Common Stock then outstanding.

Page 1

(b)

Mechanics. If Kaufman Kapital delivers a conversion notice under the Convertible Note and the Company determines that the

conversion would cause Kaufman Kapital’s beneficial ownership to exceed the Maximum Percentage, the Company shall convert such

portion of the Convertible Note as would not cause Kaufman Kapital to exceed the Maximum Percentage, and the remainder of such conversion

notice shall be deemed withdrawn. Kaufman Kapital may submit a new conversion notice when its beneficial ownership has decreased below

the Maximum Percentage.

(c)

Waiver. Kaufman Kapital may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% upon

not less than sixty-one (61) days’ prior written notice to the Company; provided that any such increase or decrease will not be

effective until the sixty-first (61st) day after such notice is delivered to the Company. For the avoidance of doubt, the shares of Common

Stock underlying the portion of the Convertible Note that is subject to the limitation contained in this Section 1 shall not be deemed

“beneficially owned” by Kaufman Kapital for purposes of Section 13(d) or Section 16 of the Exchange Act or the rules and

regulations promulgated thereunder so long as such limitation is in effect.

(d)

Aggregation. For purposes of clarity, the beneficial ownership limitation set forth in this Section 1 shall apply to the aggregate

number of shares of Common Stock issuable upon conversion of the Convertible Note (including conversion of both outstanding principal

and accrued and unpaid interest) together with all other shares of Common Stock beneficially owned by Kaufman Kapital and its affiliates

at such time.

No Other Amendments. Except as expressly provided herein, the Convertible Note (as previously amended by the June 2025 Amendment

and the May 2026 Agreement) shall be unmodified and shall continue to be in full force and effect in accordance with its terms. For the

avoidance of doubt, the conversion price ($0.7582 per share), maturity date (December 31, 2027), interest rate (8% per annum), prepayment

restrictions, security interest, and all other terms of the Convertible Note remain unchanged.

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

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

Counterparts. This Amendment 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 2

WITNESS WHEREOF, the parties hereto have caused this Amendment 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 3

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit

10.1

BRANCHOUT

FOOD INC.

Second

Amended and Restated

Senior

Secured Promissory Note

$3,000,000

January 28, 2026 (the “Issue

Date”)

As amended and restated on

April 17, 2026

As further amended and restated

on May 15, 2026

FOR

VALUE RECEIVED, BRANCHOUT FOOD, INC., a Nevada corporation (the “Company”) with its principal executive office

at 205 SE Davis Ave., Suite C, Bend, Oregon 97702, promises to pay to the order of Kaufman Kapital LLC, a Delaware limited liability

company, or its registered assigns (the “Holder” or “Payee”), the principal amount of Three Million

Dollars ($3,000,000) (the “Principal Amount”), together with interest on such Principal Amount, on January 28, 2027

(the “Maturity Date”). Interest on this Second Amended and Restated Senior Secured Promissory Note (this “Note”)

shall accrue on the Principal Amount outstanding at a rate per annum computed in accordance with Section 2 hereof. This Note represents

(i) an initial advance in the amount of $1,500,000 made to the Company on the Issue Date, (ii) an additional advance in the amount of

$750,000 made to the Company on April 17, 2026, and (iii) an additional advance in the amount of $750,000 made to the Company on May

15, 2026, and amends and restates in its entirety the Amended and Restated Senior Secured Promissory Note issued by the Company to Payee

dated April 17, 2026.

This

Note is secured by a Security Agreement, dated July 23, 2024, between the Company and the Holder (as amended, supplemented, restated

or otherwise modified from time to time the “Security Agreement”) covering certain collateral (the “Collateral”),

all as more particularly described and provided therein, and is entitled to the benefits thereof. The Security Agreement and any and

all other documents executed and delivered by the Company under which Payee is granted liens, or liens are perfected, on assets of the

Company are collectively referred to as the “Security Documents.”

Optional Prepayment. The Company may prepay this Note, without premium or penalty, in whole or in part, with accrued interest

to the date of such prepayment on the amount prepaid.

Computation and Payment of Interest.

Base Interest Rate. Subject to Sections 2B below, the outstanding Principal Amount shall bear interest at the rate of eight percent

(8%) per annum.

Maximum Rate. In the event that it is determined that, under the laws relating to usury applicable to the Company or the indebtedness

evidenced by this Note (“Applicable Usury Laws”), the interest charges and fees payable by the Company in connection

herewith or in connection with any other document or instrument executed and delivered in connection herewith cause the effective interest

rate applicable to the indebtedness evidenced by this Note to exceed the maximum rate allowed by law (the “Maximum Rate”),

then such interest shall be recalculated for the period in question and any excess over the Maximum Rate paid with respect to such period

shall be credited, without further agreement or notice, to the Principal Amount outstanding hereunder to reduce said balance by such

amount with the same force and effect as though the Company had specifically designated such extra sums to be so applied to principal

and the Payee had agreed to accept such extra payment(s) as a premium-free prepayment. All such deemed prepayments shall be applied to

the principal balance payable at maturity. In no event shall any agreed-to or actual exaction as consideration for this Note exceed the

limits imposed or provided by Applicable Usury Laws in the jurisdiction in which the Company is resident applicable to the use or detention

of money or to forbearance in seeking its collection in the jurisdiction in which the Company is resident.

Payment of Interest. Interest shall accrue and be paid in lump-sum payment on the Maturity Date (or any earlier date of payment).

Covenants of Company.

Affirmative Covenants. The Company covenants and agrees that, so long as this Note shall be outstanding, unless it has otherwise

obtained the prior written consent of the Holder, it will perform the obligations set forth in this Section 3A:

(i)

Taxes and Levies. The Company will promptly pay and discharge all taxes, assessments, and governmental charges or levies imposed

upon the Company or upon its income and profits, or upon any of its property, before the same shall become delinquent, as well as all

claims for labor, materials and supplies which, if unpaid, might become a lien or charge upon such properties or any part thereof; provided,

however, that the Company shall not be required to pay and discharge any such tax, assessment, charge, levy or claim so long as

the validity thereof shall be contested in good faith by appropriate proceedings and the Company shall set aside on its books adequate

reserves in accordance with generally accepted accounting principles with respect to any such tax, assessment, charge, levy or claim

so contested, so long as no liens arise in connection with any non-payment;

(ii)

Maintenance of Existence. The Company will do or cause to be done all things reasonably necessary to preserve and keep in full

force and effect its corporate existence, all necessary rights and franchises and comply in all material respects with all laws applicable

to the Company;

(iii)

Notice of Certain Events. The Company will give prompt written notice (with a description in reasonable detail) to the Payee of

the occurrence of any Event of Default or any event which, with the giving of notice or the lapse of time, would constitute an Event

of Default;

(iv) The Company will promptly provide to the Holder all information pertaining to the Company, and its properties, operations

and business, or related to this Note and the documents, instruments and agreements in connection therewith, reasonably requested by

Holder from time to time;

(v)

The Company shall provide a copy of all materials sent to the Board of Directors, and to the holders of indebtedness;

(vi)

The Company will duly and punctually pay and/or perform its obligations under this Note;

(vii)

The Company will preserve and maintain its existence and all of its leases, privileges, franchises, qualifications and rights that are

necessary or useful in the ordinary conduct of its business, and conduct its business as presently conducted in an orderly and efficient

manner in accordance with good business practices;

(viii)

Holder shall be entitled to receive, as soon as available, and in any event within 45 days after the end of each fiscal quarter, reviewed

consolidated balance sheets of the Company and its subsidiaries, unaudited consolidated statements of income, cash flows, and stockholders’

equity for each such quarterly period and for the current fiscal year to date, all in reasonable detail and all prepared in accordance

with GAAP, consistently applied (subject to normal year-end audit adjustments and the absence of notes thereto); provided that the Company

shall have satisfied this obligation by timely filing with the SEC its Quarterly Reports on Form 10-Q;

(ix)

Holder shall be entitled to receive, as soon as available, and in any event within ninety (90) days of the end of each fiscal year, reviewed

consolidated balance sheets of the Company and its subsidiaries as at the end of each such fiscal year and reviewed consolidated statements

of income, cash flows, and stockholders’ equity for such fiscal year, in each case setting forth in comparative form the figures

for the previous fiscal year, of certified public certifying to the effect that, except as set forth therein, such financial statements

have been prepared in accordance with GAAP, applied on a basis consistent with prior years, and fairly present in all material respects

the financial condition of the Company and its subsidiaries as of the dates thereof and the results of their operations and changes in

their cash flows and stockholders’ equity for the periods covered thereby; provided that the Company shall have satisfied this

obligation by timely filing with the SEC its Annual Reports on Form 10-K; and

(x)

Upon reasonable notice from Holder, the Company at Company’s expense shall, and shall cause its directors, officers, and employees

to, afford Holder and its representatives reasonable access during normal business hours to (i) the properties, offices, plants, and

other facilities of the Company and its subsidiaries, (ii) the corporate, financial and similar records, reports, and documents of the

Company and its subsidiaries, and (iii) the officers, senior employees, and public accountants of the Company and its subsidiaries, and

to afford Holder and its representatives the opportunity to discuss and advise on the affairs, finances, and accounts of the Company

and its subsidiaries with their officers, senior employees, and public accountants (and the Company hereby authorizes said accountants

to discuss with Holder and its representatives such affairs, finances, and accounts).

Negative Covenants. The Company covenants and agrees that, so long as this Note shall be outstanding, unless it has otherwise

obtained the prior written consent of the Holder, it will perform the obligations set forth in this Section 3B:

(i)

Liquidation, Dissolution. The Company will not liquidate or dissolve, consolidate with, or merge into or with, any other corporation

or other entity without the prior written consent of Payee;

(ii)

Sales of Assets. The Company will not, other than in the ordinary course of business, sell, transfer, lease or otherwise dispose

of, or grant options, warrants or other rights with respect to, its properties or assets material to the Company’s business to

any person or entity;

(iii)

Indebtedness. The Company will hereafter not create, incur, assume or suffer to exist, contingently or otherwise, any indebtedness,

provided, that this covenant shall not apply to (w) other indebtedness in favor of Payee, (x) the Company’s indebtedness

to the United States Small Business Administration (“SBA”) pursuant to a $34,500 Promissory Note issued to the SBA, (y) capitalized

leases outstanding as of the date hereof or approved in advance by Holder, or (z) purchase money indebtedness outstanding as of the date

hereof or approved in advance by Holder (secured solely by Liens on the equipment or assets leased or purchased);

(v)

Negative Pledge. The Company will not hereafter create, incur, assume or suffer to exist any mortgage, pledge, hypothecation,

assignment, security interest, encumbrance, lien (statutory or other), preference, priority or other security agreement or preferential

arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any financing lease)

(each, a “Lien”) upon any of its property, revenues or assets, whether now owned or hereafter acquired, except Liens

in favor of the Holder or any of the following (collectively, “Permitted Liens”):

(a)

Liens in favor of Payee;

(b)

Liens granted to secure indebtedness incurred (i) that is permitted under Section 3B(iii) above, (ii) to finance the acquisition (whether

by purchase or capitalized lease) of tangible assets or (iii) under equipment leases or purchase money indebtedness, but in each case,

only on the assets acquired with the proceeds of such indebtedness;

(c)

Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty

or being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set

aside on its books;

(d)

Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue;

and

(e)

Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other forms

of governmental insurance or benefits;

(vi)

Dividends. The Company will not declare or pay any dividends or distributions on its outstanding capital stock;

(vii)

Affiliate Transactions. The Company will not enter into or suffer to exist any transaction with any employee, officer, director,

shareholder of the Company or any affiliate of the Company except transactions in the ordinary course of business on arms’ length

terms;

(viii)

Convertible Note Prepayment. The Company will not make any prepayments under that certain 12% Senior Secured Convertible Promissory

Note of the Company dated July 24, ,2024, in the principal amount of up to $3,400,000, in favor of Payee; and

(ix)

Claims. The Company will not waive any material term of a material contract, instrument or agreement or enter into or modify any

material contract, instrument or agreement, or bring or settle any material claim or litigation, without the prior consent of the Holder.

Events of Default.

any of the following events shall occur for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come

about or be effected by operation by law or otherwise) (each, an “Event of Default”):

(i)

Non-Payment of Obligations. The Company shall default in the payment of the principal of this Note as and when the same shall

become due and payable (whether by acceleration or otherwise) or shall fail to pay accrued interest on this Note within five (5) business

days of when the same shall become due and payable (whether by acceleration or otherwise);

(ii)

Non-Performance of Affirmative Covenants. The Company shall default in the due observance or performance of any covenant set forth

in Section 3A;

(iii)

Non-Performance of Negative Covenants. The Company shall default in the due observance or performance of any covenant set forth

in Section 3B;

(iv)

Bankruptcy, Insolvency, Etc. The Company (or any of its subsidiaries) shall:

(a)

admit in writing its inability to pay its debts as they become due;

(b)

apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Company or any

of its property, or make a general assignment for the benefit of creditors;

(c)

in the absence of such application, consent or acquiesce in, permit or suffer to exist the appointment of a trustee, receiver, sequestrator

or other custodian for the Company or for any part of its property;

(d)

permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any

bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Company, and, if such case

or proceeding is not commenced by the Company or converted to a voluntary case, such case or proceeding shall be consented to or acquiesced

in by the Company or shall result in the entry of an order for relief; or

(e)

take any corporate or other action authorizing, or in furtherance of, any of the foregoing;

(v)

Cross-Default. The Company shall default in the payment when due, or otherwise default in the performance, after the expiration

of any applicable grace period, of any amount payable under any obligation of the Company for money borrowed (including capital leases

and purchase money financing) in excess of $100,000, or there occurs any “event of default” or similar circumstance or event

entitling the holder thereof to accelerate the obligations thereunder or to exercise rights and remedies;

(vi)

Other Breaches, Defaults. The Company shall default or be in breach of any term or provision of this Note; or

(vii)

Security Documents. The Security Documents shall fail to create a valid and perfected Lien in and to any Collateral or if the

Company or any grantor breaches the terms thereof.

Then,

and in any such event, the Holder may take or cause to be taken any or all of the following actions, without prejudice to the rights

of Payee to enforce its claims against the Company: (1) declare the principal of and any accrued interest and all other amounts payable

under this Note to be due and payable, whereupon the same shall become, forthwith due and payable without presentment, demand, protest

or other notice of any kind, all of which are hereby waived by the Company, (2) proceed to enforce or cause to be enforced any remedies

provided under the Security Agreement, and (3) exercise any other remedies available at law or in equity, either by suit in equity or

by action at law, or both, whether for specific performance of any covenant or other agreement contained in this Note; provided, that

upon the occurrence of any Event of Default referred to in Section 4(iv) then (without prejudice to the rights and remedies specified

in clause (3) above) automatically, without notice, demand or any other act by any Holder, the principal of and any accrued interest

and all other amounts payable under this Note shall become immediately due and payable without presentment, demand, protest or other

notice of any kind, all of which are hereby expressly waived by the Company, anything contained in this Note to the contrary notwithstanding.

No remedy conferred in this Note upon any Holder is intended to be exclusive of any other remedy, and each and every such remedy shall

be cumulative and shall be in addition to every other remedy conferred herein or now or hereinafter existing at law or in equity or by

statute or otherwise.

[Reserved]

Amendments and Waivers. The provisions of this Note may from time to time be amended, modified, supplemented, or waived only

in a writing signed by the Company and the Holder.

Miscellaneous.

Parties in Interest. All covenants, agreements and undertakings in this Note binding upon the Company or the Payee shall bind

and inure to the benefit of its successors and permitted assigns of the Company and the Payee, respectively, whether so express or not.

Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Nevada without regard

to the conflicts of laws principles thereof.

Waiver of Jury Trial. THE PAYEE AND THE COMPANY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE

TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS NOTE OR ANY OTHER

DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER

VERBAL OR WRITTEN) OR ACTIONS OF THE PAYEE OR THE COMPANY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PAYEE’S PURCHASING THIS

NOTE.

Fees and Expenses. The Company shall pay to or at the direction of the Payee on demand all out-of-pocket expenses incurred by Holder

and its affiliates, including the fees, charges and disbursements of any counsel for such persons, in connection with the preparation,

execution, delivery, enforcement or protection of its rights under this Note.

[Signature

Page Follows]

WITNESS WHEREOF, this Note has been executed and delivered on the date specified above by the duly authorized representative of the Company.

BRANCHOUT

FOOD INC.

By:

/s/

Eric Healy

Name:

Eric

Healy

Title:

Chief

Executive Officer

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

May 14, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

May 14, 2026

Entity File Number

001-41723

Entity Registrant Name

BRANCHOUT

FOOD INC.

Entity Central Index Key

0001962481

Entity Tax Identification Number

87-3980472

Entity Incorporation, State or Country Code

Entity Address, Address Line One

205

SE Davis Avenue

Entity Address, City or Town

Bend

Entity Address, State or Province

Entity Address, Postal Zip Code

97702

City Area Code

(844)

Local Phone Number

263-6637

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

Stock, par value $0.001 per share

Trading Symbol

BOF

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration