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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 14, 2024
BRANCHOUT FOOD INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
001-41723 |
|
87-3980472 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification Number) |
205
SE Davis Avenue, Bend Oregon |
|
97702 |
(Address
of principal executive offices) |
|
(Zip
Code) |
(844) 263-6637
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which registered |
Common
Stock, par value $0.001 per share |
|
BOF |
|
Nasdaq
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01. Entry into a Material Definitive Agreement.
During
the period of May 14, 2024 through May 20, 2024, BranchOut Food Inc. (the “Company”) completed the sale of an aggregate of
$900,000 of Senior Secured Promissory Notes (“Senior Notes”), and Warrants (“Warrants”) to purchase an aggregate
of 225,000 shares of the Company’s common stock, to a group of investors led by Eagle Vision Fund LP (“Eagle Vision”),
an affiliate of John Dalfonsi, a director of the Company and its Chief Financial Officer. The sales were effected pursuant to a Subscription
Agreement, dated January 10, 2024, between the Company and the investors in the Senior Notes, as amended by a First Amendment to Subscription
Agreement dated as of April 16, 2024 (as so amended, the “Subscription Agreement”). The transactions were effected pursuant
to Section 4(a)(2) of the Securities Act of 1933, as amended and Rule 506(b) promulgated thereunder.
To
date, in a series of closings pursuant to the Subscription Agreement, including the most recent sales described above, the Company has
issued an aggregate of $1,525,000 in principal amount of Senior Notes, and Warrants to purchase an aggregate of 381,250 shares of common
stock.
The
Senior Notes mature on the earlier of December 31, 2024, or the occurrence of a Qualified Subsequent Financing or Change of Control (as
such terms are defined in the Subscription Agreement) and bear interest at a rate of 15% per annum. In addition, the Senior Notes are
subject to covenants, events of defaults and other terms and conditions set forth in the Subscription Agreement. The Company’s
obligations under the Notes are secured by liens on substantially all of the Company’s assets pursuant to the terms of the Security
Agreement entered into by the Company on January 10, 2024 in favor of holders of the Senior Notes (the “Security Agreement”).
Each Warrant is exercisable for a ten-year period at an exercise price of $2.00 per share.
Eagle
Vision has been paid aggregate cash fees in the amount of $177,500 from the sales of the Senior Notes in consideration of services rendered
and to be rendered by Eagle Vision to the Company and the holders of the Senior Notes, including for conducting due diligence with respect
to the Company, monitoring the performance by the Company of its obligations under the Senior Notes, servicing the interest and principal
payments for holders of the Senior Notes, engaging in ongoing discussions with the Company’s management regarding the Company’s
operations and financial condition, acting as collateral agent, and evaluating financial and non-financial information related to the
Company. The Company has also paid an aggregate of $20,000 of the investors’ legal fees from sales of the Senior Notes.
The
information set forth above is qualified in its entirety by reference to the actual terms of the Subscription Agreement, the Senior Notes,
the Security Agreement, the First Amendment, and the Warrants, which are filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 4.1 hereto, respectively,
and which are incorporated herein by reference.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth under Item 1.01 is incorporated herein by reference.
Item
3.02. Unregistered Sales of Equity Securities.
The
information set forth under Item 1.01 is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
Exhibit
4.1 |
|
Form of Warrant issued under Subscription Agreement dated as of January 10, 2024, as amended April 15, 2024 (incorporated by reference to Exhibit 4.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on January 16, 2024) |
|
|
|
Exhibit
10.1 |
|
Subscription Agreement dated as of January 10, 2024 , between BranchOut Food Inc. and the investors named therein (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on January 16, 2024) |
|
|
|
Exhibit
10.2 |
|
Form of Senior Secured Note issued under Subscription Agreement dated as of January 10, 2024, as amended April 15, 2024 (incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on January 16, 2024) |
|
|
|
Exhibit
10.3 |
|
Security Agreement dated as of January 10, 2024 , between BranchOut Food Inc. and the investors named therein (incorporated by reference to Exhibit 10.3 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on January 16, 2024) |
|
|
|
Exhibit
10.4 |
|
First Amendment to Subscription Agreement dated as of April 16, 2024, between BranchOut Food Inc. and the investors named therein |
|
|
|
Exhibit
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
BranchOut
Food Inc. |
|
|
Date:
May 20, 2024 |
By: |
/s/
Eric Healy |
|
|
Eric
Healy, Chief Executive Officer |
Exhibit
10.4
FIRST
AMENDMENT TO SUBSCRIPTION AGREEMENT
THIS
FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT (this “Amendment”), dated
as of April 16, 2024, is by and among BranchOut Food Inc., a Nevada corporation (fka Avolov LLC, an Oregon limited liability company)
(the “Company”), the purchasers listed on Appendix A hereto, as the same may be updated from time to
time (the “New Purchasers”) and those existing purchasers listed on Appendix B hereto (“Existing
Purchasers”).
Reference
is made to that certain Subscription Agreement, dated January 9, 2024, between the Company and the purchasers listed on Schedule A
thereto (the “Subscription Agreement”). Capitalized terms used herein, but not otherwise defined, shall
have the meanings given to them in the Subscription Agreement.
WHEREAS,
the Company desires to increase the aggregate original principal value of the Secured Senior Notes offered and sold in the Offering from
Four Hundred Thousand Dollars ($400,000) to Two Million Dollars ($2,000,000) in order to offer additional Senior Secured Notes and Warrants
to New Purchasers who shall be bound to the terms and provisions of the Subscription Agreement, as amended by this Amendment;
WHEREAS,
the Company desires to amend the Secured Senior Notes (the “First Notes”) issued on the First Closing Date
(as defined below) to provide an additional lump sum payment of Interest on the unpaid principal balance of such Purchaser’s First
Note as set forth below; and
WHEREAS,
the parties hereto desire to amend the Subscription Agreement and the Senior Secured Notes accordingly, and pursuant to Section 12.12,
the Subscription Agreement may be amended with the written consent of the Company and the Purchasers and such amendment shall be binding
upon each party to the Subscription Agreement and each Holder of a Senior Secured Note, and the Existing Purchasers constitute the Purchasers.
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:
1.
Amendments.
(a)
Recitals.
|
i. |
The reference to an aggregate
Offering amount of “$400,000” in the recitals of the Subscription Agreement is hereby deleted in its entirety and replaced
with “$2,000,000.” For purposes of clarity,$400,000 of the aggregate Offering amount was sold on January 9, 2024 (the “First
Closing Date”) and the remainder shall be sold on additional closing dates after the date hereof (each, a “Subsequent
Closing Date”). |
|
|
|
|
ii. |
The reference to “100,000 shares of
Common Stock” included in the recitals of the Subscription Agreement is hereby deleted in its entirety and replaced with “600,000
shares of Common Stock”. For purposes of clarity, Warrants to purchase 100,000 shares of Common Stock were issued on the First
Closing Date and Warrants to purchase the remaining 500,000 shares of Common Stock in aggregate shall be issued on the Subsequent Closing
Dates in accordance with Section 4 of this Amendment. |
(b)
Section 1.1(a). Section 1.1(a) of the Subscription Agreement is hereby deleted in its entirety and amended and restated to read
as follows:
“The
Company has authorized the issuance and sale of promissory notes that shall be dated as of the First Closing Date or the applicable Subsequent
Closing Date as applicable (as defined below) and shall be in the aggregate original principal amount of up to Two Million Dollars ($2,000,000)
USD in substantially the form attached hereto as Exhibit A (the “Senior Secured Notes” and each a “Senior
Secured Note”), subject to the receipt by the Company or Persons as directed by the Company of the Consideration no later than
the applicable Closing Date. In exchange for the Consideration paid by each Purchaser, the Company will sell and issue to such Purchaser
a Senior Secured Note. Each Senior Secured Note will have a principal balance equal to the Consideration paid by such Purchaser for such
Senior Secured Note, as set forth opposite such Purchaser’s name on Schedule A, and shall accrue interest on its unpaid
principal balance at an aggregate rate of fifteen percent (15%) per annum (with a minimum of one year of interest), which interest shall
accrue from the Closing Date and all accrued and unpaid interest shall be due and payable in full on the first Business Day of each month
(the “Interest”). There will be a three (3)-day grace period following the first Business Day of each month, after
which a late payment fee of $100 (the “Late Payment Fee”) per day per Senior Secured Note shall be assessed and payable
in addition to the past due Interest. Any arrears in Interest or the incurrence of a Late Payment Fee shall constitute an Event of Default
under the Senior Secured Notes until cured, and the Purchaser shall be entitled to all remedies available to it under the Senior Secured
Notes and this Agreement. In addition, each holder of a Senior Secured Note issued effective as of January 9, 2024 (each a “First
Note”) shall be entitled to a lump sum cash payment in an amount equal to the difference between (a) twelve (12) months of
Interest on the unpaid principal balance of such First Note and (b) the amount of Interest previously paid to such holder through the
initial Subsequent Closing Date (the “Additional Payment”), which Additional Payment shall be paid by the Company
to each holder of a First Note on the initial Subsequent Closing Date. For the avoidance of doubt, the Interest on each First Note shall
thereafter continue to accrue and be payable on a monthly basis in accordance with the terms of such First Note. The Senior Secured Notes
shall be secured pursuant to the terms of a security agreement in substantially the form attached hereto as Exhibit B, as amended form
time to time (the “Security Agreement”).
(c)
Section 1.4. Section 1.4 of the Subscription Agreement is hereby deleted in its entirety and amended and restated to read as follows:
The
closing of the sale of the Senior Secured Notes and Warrants in return for the Consideration paid by the Purchasers shall occur in one
or more closings (each, a “Closing Date”); provided that references to the initial closing of the sale of Senior Secured
Notes and Warrants that occurred on January 9, 2024 shall be referred to herein as the First Closing Date, and the closing of the sale
of the Senior Secured Notes and Warrants issued to the New Purchasers
hereafter shall each be referred to herein as a Subsequent Closing Date. At each Closing, (i) each Purchaser will deliver to the Company
the amount of Consideration set forth opposite such Purchaser’s name on Schedule A, and (ii) the Company will (A) deliver
to each Purchaser an executed Senior Secured Note and Warrant and the Other Investor Agreements in return for the Consideration provided
to the Company and (B) pay the Closing Fees as set forth in Section 12.10 below (which Closing Fees shall be deducted from the
Consideration as described above).
(d)
Section 9.1(u). A new subsection (u) shall be added to Section 9.1 to read as
follows:
(u)
Services. This term means the services that Eagle Vision will provide to the Company and the Purchasers, including conducting due diligence
with respect to the Company, monitoring the state and performance by the Company of the Senior Secured Notes, servicing the interest
and principal payments for Purchasers, engaging in ongoing discussions with the Company’s management regarding the Company’s
operations and financial condition, acting as collateral agent, and evaluating financial and non-financial information related to the
Company, as determined by Eagle Vision in its reasonable discretion (provided that the performance of the Services shall in no event
disrupt the operations or governance of the Company), which Services shall be provided by Eagle Vision until all of the obligations due
to Purchasers under the Senior Secured Notes have been finally and irrevocably paid in full in accordance with the terms thereof.
(e)
Section 12.10. Section 12.10 of the Subscription Agreement is hereby amended to add the following sentences to the end of the
section:
On
the initial and/or second Subsequent Closing Date, from the proceeds of the sale of the Senior Secured Notes, the Company shall pay One
Hundred Fifty-Seven Thousand Five Hundred Dollars ($157,500) to Eaglevision, which shall be payable as follows: (a) for the Services
to be rendered by Eaglevision, One Hundred Thirty-Seven Thousand Five Hundred Dollars ($137,500) shall be retained by Eaglevision from
the Consideration that EagleVision Fund L.P. is paying as a New Purchaser for its Senior Secured Note at a Subsequent Closing Date and;
(b) Twenty Thousand Dollars ($20,000) shall be paid to Cairncross & Hempelmann, of which Ten Thousand Dollars ($10,000) shall be
paid from the Consideration payable at the initial Subsequent Closing Date and Ten Thousand Dollars ($10,000) shall be paid to Cairncross
& Hempelmann from the Consideration payable at the second Subsequent Closing Date.
2.
Joinder to Subscription Agreement; Representations and Warranties.
|
(a) |
Each New Purchaser acknowledges
and agrees that by executing and delivering this Amendment, such New Purchaser has agreed to become a party to, be bound by and comply
with the provisions of the Subscription Agreement. Without limiting the foregoing, each New Purchaser and Designee (as defined below)
hereby represents and warrants to the Company that the representations and warranties set forth in the Subscription Agreement are true
and correct as to such New Purchaser and Designee as of the Second Closing Date. |
|
(b) |
The Company represents and
warrants to the Purchasers that, as of the initial Subsequent Closing Date: The authorized capital of the Company consists of 80,000,000
shares of Common Stock, of which 4,044,252 shares are issued and outstanding as of the date hereof. All of the shares of Common Stock
have been duly authorized and are validly issued, fully paid and nonassessable. All of the outstanding shares of Common Stock have
been duly authorized and are validly issued, fully paid and nonassessable. |
3.
Application to Notes; Ratification. The amendments set forth in this Amendment shall apply to all outstanding Senior Secured Notes
and Warrants, and such Senior Secured Notes and Warrants are hereby amended accordingly. Except as expressly modified by this Amendment,
the Subscription Agreement, the Warrants and the Senior Secured Notes are hereby ratified and affirmed and remain in full force and effect.
In the event of any conflict between the Subscription Agreement and the Senior Secured Notes and the Warrants and this Amendment, this
Amendment shall control.
4.
Warrants. The Company agrees that the Purchasers may designate other persons or entities to be issued the Warrants that would otherwise
be issued to such Purchaser hereunder (each, a “Designee”). Specifically, the Company agrees that the Warrants
issued at the initial Subsequent Closing Date shall be issued as set forth in the table below. Additional Warrants shall be issued at
Subsequent Closing Dates to New Purchasers as set forth on Appendix A, as the same may be updated from time to time:
Name
of Warrant Holder |
|
Number
of Shares of Common Stock Subject to Warrants |
|
|
6,250 |
|
|
6,250 |
|
|
10,000 |
|
|
5,000 |
|
|
10,000 |
|
|
12,500 |
|
|
6,250 |
|
|
25,000 |
|
|
25,000 |
|
|
12,500 |
|
|
12,500 |
|
|
12,500 |
|
|
12,500 |
TOTAL |
|
156,250 |
5.
Effectiveness. This Amendment will be effective when signed and delivered by each party.
6.
Counterparts. This Amendment may be signed in any number of counterparts, including by email PDF, DocuSign, or other electronic transmission,
each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same document.
[Signatures
Page Follows]
IN
WITNESS WHEREOF, the Company and each Existing Purchaser and New Purchaser have caused this Amendment to be executed and delivered by
their respective officers thereunto duly authorized.
COMPANY:
BRANCHOUT
FOOD INC. (fka AVOLOV LLC)
By: |
/s/
Eric Healy |
|
Name: |
Eric
Healy |
|
Title: |
Chief
Executive Officer |
|
Company’s
Address for Notices: 20724 Carmen Loop, Suite 120
Bend,
OR 97702
Attn:
Eric Healy
Email:
eric@branchoutfood.com
(Signature Page to Amendment
to Subscription Agreement)
NEW
PURCHASER:
(Signature
Page to Amendment to Subscription Agreement)
APPENDIX
A
NEW
PURCHASERS – April 16, 2024 Subsequent Closing
Name | | |
Amount
of Senior Secured Note | | |
Number
of Warrants | |
| | |
| | | |
| | |
| | |
| | | |
| | |
| | |
| | | |
| | |
| | |
| | | |
| | |
| | |
| | | |
| | |
| | |
| | | |
| | |
| | |
| | | |
| | |
TOTALS | | |
$ | 225,000.00 | | |
| 56,250 | |
NEW
PURCHASERS – May , 2024 Subsequent Closing
Name | | |
Amount
of Senior Secured Note | | |
Number
of Warrants | |
| | |
| | | |
| | |
| | |
| | | |
| | |
| | |
| | | |
| | |
| | |
| | | |
| | |
| | |
| | | |
| | |
| | |
| | | |
| | |
| | |
| | | |
| | |
| | |
| | | |
| | |
| | |
| | | |
| | |
| | |
| | | |
| | |
| | |
| | | |
| | |
| | |
| | | |
| | |
TOTALS | | |
$ | 900,000.00 | | |
| 225,000 | |
APPENDIX
B
EXISTING
PURCHASERS
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BranchOut Food (NASDAQ:BOF)
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