Material Agreement, Financial Obligation (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Convertible Note Amendment

On May 14, 2026, BranchOut Food Inc. (the "Company"), and Kaufman Kapital LLC ("Kaufman"), entered into an amendment to the 12% Senior Secured Convertible Promissory Note of the Company in the original principal amount of up to $3,400,000, dated as of July 23, 2024 (the "Convertible Note"), pursuant to which a 9.99% beneficial ownership limitation provision was added to the Convertible Note. Under this provision, Kaufman may not convert any portion of the Convertible Note into shares of the Company's common stock to the extent that, after giving effect to such conversion, Kaufman would beneficially own in excess of 9.99% of the outstanding shares of the Company's Common Stock.

Additional Kaufman Loan

As previously reported, on January 28, 2026, the Company, borrowed $1,500,000 from Kaufman pursuant to a Senior Secured Promissory Note in the principal amount of $1,500,000 (the "Original Note"), and on April 17, 2026, the Company borrowed an additional $750,000 from Kaufman pursuant to an Amended and Restated Secured Promissory Note in the principal amount of $2,250,000 (the "Note"), which amended and restated the Original Note and was in the same form as the Original Note.

On May 15, 2026, the Company borrowed an additional $750,000 from Kaufman on the same terms provided for under the Note (the "Additional Loan"), pursuant to a Second Amended and Restated Secured Promissory Note in the principal amount of $3,000,000 (the "Note"), which amends and restates the Note. The Company intends to use the proceeds of the Additional Loan for working capital purposes for the production of customer orders.

The Note matures on January 28, 2027 and bears interest at a rate of 8% per annum. The Company's obligations under the Note are secured by a lien granted to Kaufman on substantially all of the Company's assets pursuant to a Security Agreement previously entered between the Company and Kaufman (the "Security Agreement") in connection with the issuance of the Convertible Note. In addition, the Note includes affirmative and negative covenants, events of defaults and other terms and conditions, customary in transactions of this nature.

The information set forth above is qualified in its entirety by reference to the actual terms of the Note and Security Agreement, which have been filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, 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.