BranchOut Food Inc.·4

May 7, 5:04 PM ET

Kaufman Daniel Louis 4

4 · BranchOut Food Inc. · Filed May 7, 2026

Research Summary

AI-generated summary of this filing

Updated

BranchOut (BOF) 10% Owner Daniel Kaufman Exercises 1,000,000 Shares

What Happened

  • Daniel L. Kaufman, a 10% owner (via Kaufman Kapital LLC), exercised in‑the‑money derivatives on May 7, 2026 for a total of 1,000,000 BranchOut Food (BOF) shares. He paid $1.50 per share to acquire 500,000 shares (total cash $750,000) and exercised/converted another 500,000 shares reported with $0 cash consideration (derivative disposition).

Key Details

  • Transaction date: May 7, 2026.
  • Trades: 500,000 shares acquired at $1.50 each (cash paid = $750,000); 500,000 shares exercised/converted with $0 cash consideration (reported as a derivative disposition).
  • Shares held after transaction: Kaufman Kapital LLC (controlled solely by Daniel Kaufman) holds 1,903,506 common shares following these transactions (per filing footnote).
  • Insider status: Kaufman is the sole member/manager of Kaufman Kapital LLC and has sole voting and dispositive power over the LLC’s securities.
  • Convertible note amendment: On May 7, 2026 the related Convertible Note was amended — maturity extended to 12/31/2027, interest rate reduced from 12% to 8% (effective May 7), prepayment restrictions added; conversion price remains $0.7582. Outstanding principal $2.9M plus accrued interest (~$658,100) remain convertible, representing ~4,692,648 shares if fully converted.
  • Filing timeliness: No late-filing indication in the report.

Context

  • This filing reports exercise/conversion of derivatives. One exercise required a cash payment ($750,000); the other was reported with no cash paid (a derivative conversion/settlement). For retail investors, cash purchases by insiders can be viewed as stronger signals than routine conversions, but filings do not state the insider’s motives.

Insider Transaction Report

Form 4
Period: 2026-05-07
Transactions
  • Exercise of In-Money

    Common Stock

    [F1][F2]
    2026-05-07$1.50/sh+500,000$750,0001,903,506 total(indirect: By LLC)
  • Exercise of In-Money

    Warrant

    [F2]
    2026-05-07500,0000 total(indirect: By LLC)
    Exercise: $1.50From: 2024-10-14Exp: 2026-12-31Common (500,000 underlying)
Holdings
  • Conv. Note (as amended)

    [F3][F4][F5][F2]
    (indirect: By LLC)
    Exercise: $0.76From: 2024-10-14Exp: 2027-12-31Common (4,692,648 underlying)
    4,692,648
Footnotes (5)
  • [F1]Represents 1,903,506 shares of Common Stock held directly by Kaufman Kapital LLC following the May 5, 2026 sale of 255,951 shares and the May 7, 2026 exercise of the $1.50 Warrant for 500,000 shares (1,659,457 - 255,951 + 500,000 = 1,903,506).
  • [F2]Daniel L. Kaufman is the sole member and manager of Kaufman Kapital LLC and has sole voting and dispositive power over all securities held by Kaufman Kapital LLC.
  • [F3]On May 7, 2026, the Convertible Note was amended to (i) extend the maturity date from December 31, 2026 to December 31, 2027, (ii) reduce the interest rate from 12% to 8% per annum (effective from May 7, 2026; interest accrued prior to that date was calculated at 12%), and (iii) provide that the Company may not prepay more than $2,400,000 of principal prior to September 30, 2027 without the holder's consent. The conversion price ($0.7582 per share) and all conversion mechanics remain unchanged. Both outstanding principal ($2,900,000) and accrued and unpaid interest (approximately $658,100 as of the date hereof, calculated at 12% through May 7, 2026) are convertible at the option of the holder at any time.
  • [F4]Maturity date as amended on May 7, 2026. Prior maturity date was December 31, 2026. The Convertible Note became exercisable/convertible on October 14, 2024, the date of shareholder approval.
  • [F5]Represents approximately 4,692,648 shares of Common Stock issuable upon conversion of all outstanding principal ($2,900,000) and accrued and unpaid interest (approximately $658,100) under the Convertible Note at the conversion price of $0.7582 per share. Interest accrues at 8% per annum on $2,900,000 of outstanding principal following the May 7, 2026 amendment.

Documents

1 file
  • 4
    ownership.xmlPrimary