Business Context and Reporting Period
Company: Branchout Food Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: June 30, 2026
Reporting Period: Event-based (June 30, 2026)
Business Overview: The Company is an emerging growth company incorporated in Nevada, with principal executive offices in Bend, Oregon. It is listed on the Nasdaq Capital Market under the symbol "BOF".
Key Financial Metrics
This filing reports on a specific financing event rather than periodic financial performance. Consequently, revenue, profit, cash flow, and margin data are not provided in this document.
- Total Debt Obligation: $4,000,000 (Principal amount of the Amended Note).
- Recent Borrowing: $1,000,000 (Additional Loan on June 30, 2026).
- Interest Rate: 8% per annum.
- Maturity Date: January 28, 2027.
- Collateral: Lien on substantially all of the Company's assets.
Material Changes
The Company entered into a Third Amended and Restated Secured Promissory Note with Kaufman Kapital LLC ("Kaufman"), increasing the total principal amount of the facility to $4,000,000. This follows a series of prior borrowings and amendments:
- January 28, 2026: Initial borrowing of $1,500,000.
- April 17, 2026: Additional borrowing of $750,000 (Total: $2,250,000).
- May 15, 2026: Additional borrowing of $750,000 (Total: $3,000,000).
- June 30, 2026: Additional borrowing of $1,000,000 (Total: $4,000,000).
The proceeds from the June 30, 2026 loan are designated for working capital purposes to support the production of customer orders.
Outlook, Risks, and Contingencies
Management Commentary: The Company intends to utilize the new funds specifically for working capital related to customer order production.
Risks and Covenants: The Amended Note includes affirmative and negative covenants, events of default, and other customary terms. The Company's obligations are secured by a lien on substantially all assets. Failure to comply with covenants or meet repayment terms could result in default.
Unusual Items: The filing does not disclose unusual items beyond the structured debt refinancing and expansion.
Investor Verification Checklist
- Verify the full terms of the Third Amended and Restated Senior Secured Promissory Note (Exhibit 10.1) for specific default triggers and covenants.
- Review the Security Agreement (Exhibit 10.2) to confirm the scope of assets pledged as collateral.
- Assess the Company's ability to service $4,000,000 in debt maturing in January 2027 given the 8% interest rate.
- Confirm the status of customer orders and working capital needs to validate the stated use of proceeds.