BranchOut Food Inc. 8-K

What Happened

• On May 7, 2026, BranchOut Food Inc. announced that Kaufman Kapital LLC fully exercised a warrant to purchase 500,000 shares for $750,000 (exercise price $1.50/share).
• The same agreement amended the 12% Senior Secured Convertible Promissory Note (original principal up to $3,400,000) issued July 15, 2024: maturity was extended from December 31, 2026 to December 31, 2027, the interest rate was reduced from 12% to 8% effective May 7, 2026, and prepayments of principal are limited so the Company may not prepay more than $2,400,000 prior to September 30, 2027.
• BranchOut agreed to file a registration statement within 30 days to register the resale of the 500,000 shares issued on exercise, and to file an additional registration on request to register shares issuable upon conversion of interest under the note.

Key Details

• $750,000 cash received by BranchOut for exercise of a warrant to buy 500,000 shares at $1.50/share.
• Convertible Note: up to $3.4 million original principal; maturity extended to 12/31/2027; interest rate lowered to 8% (from 12%) effective 5/7/2026.
• Prepayment cap: Company may not prepay more than $2.4 million of the note’s principal before 9/30/2027.
• Company will file a resale registration within 30 days for the exercised shares; may file another registration for shares issuable on conversion of interest upon Kaufman’s request.

Why It Matters

• Liquidity: The $750,000 cash exercise provides near-term cash to BranchOut.
• Dilution: Issuing 500,000 shares increases outstanding shares and could dilute existing shareholders; additional shares may be issued if interest converts under the note.
• Debt terms: Extending maturity and lowering the interest rate reduces near-term cash interest costs and delays principal repayment, which may ease short-term cash flow pressures but extends debt obligations into late 2027.
• Marketability: The required registration filings will make the newly issued and potential conversion shares resalable, affecting share supply and trading liquidity.