SEC Form 4 · accession 0001099910-26-000206
BranchOut Food Inc. · BOF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jun 2, 2026
Accepted (ET)
Jun 4, 2026 · 4:04 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001962481
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Jun 2, 2026 | S | 1,189,676 | $3.06 | D | 500,000 | I | By Kaufman Kapital LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Conv. Note (as amended)F4,F6,F3,F5 | $0.7582 | holding | — | — | — | Oct 14, 2024 | Dec 31, 2027 | Common Stock | 0 | 0 | I |
Explanation of responses
- F1The shares reported on this line were sold in a single privately negotiated block transaction at a price of $3.06 per share to an institutional buyer.
- F2Represents 500,000 shares of Common Stock held directly by Kaufman Kapital LLC, consisting solely of shares acquired upon exercise of the $1.50 Warrant on May 7, 2026. These shares have not yet been registered for resale.
- F3Daniel L. Kaufman is the sole member and manager of Kaufman Kapital LLC and has sole voting and dispositive power over all securities held by Kaufman Kapital LLC.
- F4On May 7, 2026, the Convertible Note was amended to (i) extend the maturity date from December 31, 2026 to December 31, 2027, (ii) reduce the interest rate from 12% to 8% per annum (effective from May 7, 2026; interest accrued prior to that date was calculated at 12%), and (iii) provide that the Company may not prepay more than $2,400,000 of principal prior to September 30, 2027 without the holder's consent. On May 14, 2026, a 9.99% beneficial ownership limitation was added pursuant to which the holder may not convert any portion of the Convertible Note to the extent that, after giving effect to such conversion, the holder would beneficially own in excess of 9.99% of the outstanding shares of Common Stock. The conversion price ($0.7582 per share) and all conversion mechanics remain unchanged.
- F5Maturity date as amended on May 7, 2026. Prior maturity date was December 31, 2026. The Convertible Note became exercisable/convertible on October 14, 2024, the date of shareholder approval.
- F6Represents the maximum number of shares of Common Stock that would be issuable upon conversion of all outstanding principal ($2,900,000) and accrued and unpaid interest (approximately $680,000) under the Convertible Note at the conversion price of $0.7582 per share, without giving effect to the 9.99% beneficial ownership limitation. Pursuant to the beneficial ownership limitation added on May 14, 2026, the holder may not convert any portion of the Convertible Note to the extent that, after giving effect to such conversion, the holder would beneficially own in excess of 9.99% of the outstanding shares of Common Stock. Accordingly, only the portion of the Convertible Note, if any, that may be converted without exceeding the 9.99% limitation is treated as beneficially owned for Section 16 purposes.