Kaufman Daniel Louis 4
4 · BranchOut Food Inc. · Filed Jun 4, 2026
Research Summary
AI-generated summary of this filing
BranchOut Food (BOF) 10% Owner Daniel Kaufman Sells Shares
What Happened
- Daniel L. Kaufman, a reported 10% owner of BranchOut Food, sold 1,189,676 shares of common stock on June 2, 2026. The shares were disposed of at $3.06 per share for total proceeds of $3,640,409 in a single privately negotiated block transaction to an institutional buyer. This was a sale (a disposition), which is often routine for large shareholders.
Key Details
- Transaction date and price: June 2, 2026 — 1,189,676 shares at $3.06 each (total $3,640,409). (Footnote F1: sold in a single privately negotiated block to an institutional buyer.)
- Shares owned after transaction: The filing does not list a full post-transaction ownership total on the provided lines. The filing does note 500,000 shares are held directly by Kaufman Kapital LLC (acquired on May 7, 2026 via exercise of a $1.50 warrant) and those 500,000 shares are not yet registered for resale (F2).
- Control: Daniel L. Kaufman is the sole member and manager of Kaufman Kapital LLC and has sole voting and dispositive power over those LLC-held shares (F3).
- Convertible note context: The filing discloses amendments to a Convertible Note (F4–F6): maturity extended to Dec 31, 2027 and interest reduced from 12% to 8% (effective May 7, 2026); a $2.4M prepayment cap prior to Sept 30, 2027; and a 9.99% beneficial ownership limitation added May 14, 2026 that restricts conversions that would push a holder over 9.99% ownership. Conversion price remains $0.7582. The note principal ($2.9M) plus accrued interest (~$680k) could convert into a substantial number of shares absent the 9.99% cap (see F6).
- Filing timeliness: Report filed June 4, 2026 for a June 2, 2026 transaction — filed within the standard two business days (timely).
Context
- This was a private block sale to an institutional buyer, not an open-market sale. As a 10% owner, Kaufman's transactions are material to disclose under Section 16, but a sale by a large holder does not itself indicate company operational changes. The filing also highlights convertible-note conversion mechanics and a 9.99% ownership cap that limit immediate dilution from conversion.
Insider Transaction Report
Form 4Exit
Kaufman Daniel Louis
10% Owner
Transactions
- Sale
Common Stock
[F1][F2][F3]2026-06-02$3.06/sh−1,189,676$3,640,409→ 500,000 total(indirect: By LLC)
Holdings
- 0(indirect: By LLC)
Conv. Note (as amended)
[F4][F5][F6][F3]Exercise: $0.76From: 2024-10-14Exp: 2027-12-31→ Common Stock (0 underlying)
Footnotes (6)
- [F1]The shares reported on this line were sold in a single privately negotiated block transaction at a price of $3.06 per share to an institutional buyer.
- [F2]Represents 500,000 shares of Common Stock held directly by Kaufman Kapital LLC, consisting solely of shares acquired upon exercise of the $1.50 Warrant on May 7, 2026. These shares have not yet been registered for resale.
- [F3]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.
- [F4]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. On May 14, 2026, a 9.99% beneficial ownership limitation was added pursuant to which the holder may not convert any portion of the Convertible Note to the extent that, after giving effect to such conversion, the holder would beneficially own in excess of 9.99% of the outstanding shares of Common Stock. The conversion price ($0.7582 per share) and all conversion mechanics remain unchanged.
- [F5]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.
- [F6]Represents the maximum number of shares of Common Stock that would be issuable upon conversion of all outstanding principal ($2,900,000) and accrued and unpaid interest (approximately $680,000) under the Convertible Note at the conversion price of $0.7582 per share, without giving effect to the 9.99% beneficial ownership limitation. Pursuant to the beneficial ownership limitation added on May 14, 2026, the holder may not convert any portion of the Convertible Note to the extent that, after giving effect to such conversion, the holder would beneficially own in excess of 9.99% of the outstanding shares of Common Stock. Accordingly, only the portion of the Convertible Note, if any, that may be converted without exceeding the 9.99% limitation is treated as beneficially owned for Section 16 purposes.