SEC Form SC 13D filed by BranchOut Food Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

BranchOut Food Inc.

Common Stock, $0.001 par value per share

105230 106

Daniel L. Kaufman

2158 Park Boulevard

San Juan, Puerto Rico 00913

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

-with copies to-

October 14, 2024

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☒.

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1

This amount includes (i) 2,637,826 shares of common stock into which the convertible note held by the Reporting Person are convertible, and (ii) 1,500,000 shares of common stock issuable upon the exercise of warrants held by the Reporting Person. As of October 14, 2024, the shareholders of the Issuer approved the conversion in full of the convertible note and the exercise in full of the warrants.  The Reporting person is no longer subject to a 19.9% cap limiting the number of shares common stock that the Reporting Person may hold.

2	The percentage is calculated based upon a denominator that includes (i) 6,924,600 shares outstanding as of September 23, 2024 and (ii) an aggregate of 4,137,826 shares that are issuable upon conversion of the warrants and convertible notes by the Reporting Person.

1

This amount includes (i) 2,637,826 shares of common stock into which the convertible note held by the Reporting Person are convertible, and (ii) 1,500,000 shares of common stock issuable upon the exercise of warrants held by the Reporting Person. As of October 14, 2024, the shareholders of the Issuer approved the conversion in full of the convertible note and the exercise in full of the warrants.  The Reporting person is no longer subject to a 19.9% cap limiting the number of shares common stock that the Reporting Person may hold.

2	The percentage is calculated based upon a denominator that includes (i) 6,924,600 shares outstanding as of September 23, 2024 and (ii) an aggregate of 4,137,826 shares that are issuable upon conversion of the warrants and convertible notes by the Reporting Person.

This Schedule 13D relates to the common stock, $0.001 par value per share (“Common Stock”), of BranchOut Food Inc. (the “Company”).  The address of the principal executive offices of the Company is 205 SE Davis Avenue, Suite C, Bend, Oregon 97702.  This Schedule 13D is being filed pursuant to Rule 13d-1(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), because the Reporting Persons (as defined below) are entitled to convert a convertible note and to exercise warrants in an amount that would give the Reporting Persons ownership of more than twenty percent of the Common Stock.  As a result, the Reporting Persons are not currently eligible to report their beneficial ownership on Schedule 13G and have transitioned to Schedule 13D.

(a)	This Schedule 13D is being filed by Kaufman Kapital LLC and Daniel F. Kaufman as the sole member and control person of Kaufman Kapital LLC (the “Reporting Persons”).

In aggregate, the Reporting Persons are deemed to have voting and dispositive power over 4,137,826 shares of Common Stock of the Company, as a result of their ability to convert a convertible note and to exercise warrants.  Specifically, on July 24, 2024, the Company completed a private placement of securities to the Reporting Persons pursuant to a Securities Purchase Agreement dated July 15, 2024, as amended (the “SPA”).  Pursuant to the SPA, the Reporting Persons purchased from the Company (i) the 12% Senior Secured Convertible Promissory Note in the principal amount of up to $3,400,000 (the “Convertible Note”), which is convertible into shares of Common Stock at a fixed price of $0.7582 per share of Common Stock, (ii) a warrant to purchase 1,000,000 shares of common stock at an exercise price of $1.00 per share (the “$1.00 Warrant”), and (iii) a warrant to purchase 500,000 shares of common stock at an exercise price of $1.50 per share (the “$1.50 Warrant” and, together with the $1.00 Warrant, the “Kaufman Warrants”), in consideration of an initial loan in the principal amount of $2,000,000 made by the Reporting Persons to the Company under the Convertible Note on July 24, 2024.

If the Reporting Persons were to convert the Convertible Note and exercise all of the Kaufman Warrants, the aggregate cost for the Common Stock would be approximately $3,750,000.

As of the date of this filing, the Reporting Person has no margin or other loans outstanding secured by Common Stock.

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This is the Reporting Person’s initial Schedule 13D, after transitioning from its Schedule 13G filing, as discussed above.

The Reporting Persons ownership of Common Stock consists of (i) 2,637,826 shares of Common Stock into which the Convertible Note is convertible, and (ii) 1,500,000 shares of Common Stock issuable upon the exercise of the Kaufman Warrants.

To the extent the actions described herein may be deemed to constitute a “control purpose” with respect to the Exchange Act, and the regulations thereunder, the Reporting Persons have such a purpose.  Except as noted in this Schedule 13D, the Reporting Persons do not have any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D.  The Reporting Persons may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.

The percentages used in this Schedule 13D are calculated based upon a denominator that includes (i) 6,924,600 shares outstanding as of September 23, 2024 and (ii) an aggregate of 4,137,826 shares that are issuable upon conversion of the Convertible Note and exercise of the Kaufman Warrants.

As of October 14, 2024, the shareholders of the Company approved the exercise of the Kaufman Warrants held by the Reporting Persons under the NASDAQ Listing Rules, and the Reporting Persons ceased to be subject to a 19.9% cap limiting the number of shares common stock that the Reporting Persons may hold.  The Reporting Persons have not made any transactions in the Common Stock within the past 60 days As of October 14, 2024, the shareholders of the Company approved the conversion in full of the Convertible Note and the exercise in full of the $1.00 Warrant and the $1.50 Warrant.  The Reporting person is no longer subject to a 19.9% cap limiting the number of shares Common Stock that the Reporting Person may hold.

On July 24, 2024, the Company completed the private placement of securities to the Reporting Persons pursuant to the SPA.  As described above, the Reporting Persons purchased from the Company (i) the Convertible Note, which is convertible into shares of Common Stock at a fixed price of $0.7582 per share of Common Stock, (ii) the $1.00 Warrant, and (iii) the $1.50 Warrant, in consideration of an initial loan in the principal amount of $2,000,000 made by the Reporting Persons to the Company under the Convertible Note on July 24, 2024.

 Pursuant to the SPA, the Reporting Persons have agreed to make an additional loan to the Company under the Convertible Note in the amount of $1,400,000 upon the satisfaction of certain conditions, including EnWave Corporation completing the manufacture of a new dehydration machine for the Company, the Company’s manufacturing facility in Peru having exported product expected to generate revenues of at least $100,000, and receipt of the approval of certain items by the Company’s stockholders, which approval has been obtained.

Deven Jain was appointed to the Company’s Board of Directors on July 24, 2024 upon the closing of the investment by the Reporting Persons pursuant to the SPA, although there is no agreement or arrangement between the Company and the Reporting Persons pursuant to which the Reporting

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Persons have the right to appoint or nominate a director.  Mr. Jain has been an analyst at Kaufman Kapital since June, 2024, and previously was an intern at CarMax and Dominion Energy.  Mr. Jain does not have any arrangements or understandings with any person pursuant to which he was selected as a director of the Company.  Mr. Jain is not, and will not become, a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to any person as to how he will act or vote on any issue or question as a director of the Company.

The Convertible Note matures on the earlier of (i) December 31, 2025, (ii) the sale by the Company of $5,000,000 of equity or debt securities in a single transaction or series of related transactions (excluding certain specified transactions), or (iii) the closing of a change of control transaction as provided in the Convertible Note.  Loans outstanding under the Convertible Note bear interest at an initial rate of 12% per annum, and together with accrued principal are convertible into Common Stock.  The Company’s obligations under the Convertible Note are secured by a lien granted to the Reporting Persons on substantially all of the Company’s assets.  In addition, the Convertible Note includes affirmative and negative covenants, events of defaults and other terms and conditions, customary in transactions of this nature.

The Kaufman Warrants are exercisable until December 31, 2025.

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SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated: October 17, 2024

	KAUFMAN KAPITAL LLC
	By: /s/ Daniel L. Kaufman
	Name:  Daniel L. Kaufman
	Title:    Managing Member
	By: /s/ Daniel L. Kaufman
	Daniel L. Kaufman
	Managing Member