BranchOut Food Inc. 8-K

What Happened

• BranchOut Food Inc. filed an 8‑K reporting two related financing actions. On May 14, 2026 the company and Kaufman Kapital LLC amended the company's 12% Senior Secured Convertible Promissory Note (originally dated July 23, 2024) to add a 9.99% beneficial ownership limitation on conversions. On May 15, 2026 the company borrowed an additional $750,000 from Kaufman under a Second Amended and Restated Senior Secured Promissory Note, bringing that note to a $3,000,000 principal amount. The loan bears interest at 8% per year and matures January 28, 2027; obligations are secured by a lien on substantially all company assets under an existing Security Agreement.

Key Details

• Convertible note amendment dated May 14, 2026 adds a 9.99% cap on Kaufman's beneficial ownership via conversion.
• Additional Loan: $750,000 borrowed on May 15, 2026, increasing the amended secured promissory note principal to $3,000,000.
• Prior borrowing timeline: $1,500,000 on Jan 28, 2026; $750,000 on Apr 17, 2026 (which amended the note to $2,250,000); May 15 loan brings total to $3,000,000.
• Note terms: 8% interest per annum, maturity January 28, 2027, secured by a lien on substantially all assets.

Why It Matters

• The 9.99% conversion cap limits how much Kaufman can convert debt into equity, reducing the risk of a single lender acquiring more than 9.99% of outstanding common stock through conversion.
• The new $750,000 increases BranchOut's secured debt load and is short‑term (due Jan 28, 2027); investors should note the near‑term repayment or refinancing need and that this debt is secured by company assets.