BranchOut Food Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation
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Item 1.01. Entry into a Material Definitive Agreement.
As previously reported, 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 “Original Note”), issued by the Company to Kaufman.
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.
The Company’s intends to use the proceeds of the Additional Loan for working capital purposes for the prodution of a large organic strawberry order with high-cost raw material for June delivery to one of its largest customers.
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 a 12% Senior Secured Convertible Promissory Note of the Company, dated July 23, 2024. 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 10.1 | Amended and Restated Senior Secured Promissory Note of the Company in the principal amount of $2,250,000, originally dated January 28, 2026, as amended and restated on April 17, 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) |
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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: April 17, 2026 | By: | /s/ Eric Healy |
| Eric Healy, Chief Executive Officer | ||
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