BranchOut Food Inc. 8-K

What Happened

• On January 28, 2026, BranchOut Food Inc. announced it borrowed $1,500,000 from Kaufman Kapital LLC under a Senior Secured Promissory Note due January 28, 2027, bearing interest at 8% per annum. The Company granted Kaufman a lien on substantially all of its assets under a previously executed Security Agreement related to a July 23, 2024 convertible note.
• The same day Kaufman converted $500,000 of principal under the Company’s July 23, 2024 12% Senior Secured Convertible Promissory Note into 659,457 shares of common stock. Those shares were registered under a Form S-3 declared effective July 11, 2025.
• The Company also furnished a press release with selected financial results for the quarter and year ended December 31, 2025 (filed as Exhibit 99.1).

Key Details

• $1,500,000 Senior Secured Promissory Note issued on Jan 28, 2026; maturity Jan 28, 2027; interest rate 8% per year.
• Loan secured by a lien on substantially all company assets pursuant to an existing Security Agreement tied to the July 23, 2024 convertible note.
• $500,000 of convertible note principal converted into 659,457 common shares; issuance registered under S‑3 (effective July 11, 2025).
• Press release furnished with selected Q4 and full-year financial results for the period ended Dec 31, 2025.

Why It Matters

• The $1.5M borrowing provides near-term liquidity but increases senior secured debt and creates a lien on most company assets, which affects creditor priority. The note matures within one year, so investors should note near-term repayment or refinancing needs.
• The $500K conversion reduced convertible debt and increased outstanding shares, creating dilution for existing shareholders; the converted shares were issued under an effective registration statement.
• The furnished press release contains the Company’s selected quarterly and year-end financial results; investors should review those results for impacts on revenue, earnings, cash flow, and balance sheet strength.