Material Agreement - Form 8-K

Item 1.01. Entry into a Material Definitive Agreement.

On May 20, 2024, BranchOut Food Inc. (the "Company") completed the sale of a $150,000 of Senior Secured Promissory Note ("Senior Note"), and Warrant ("Warrant") to purchase 37,500 shares of the Company's common stock, to a single investor. 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 transaction was 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 sale described above, the Company has issued an aggregate of $1,625,000 in principal amount of Senior Notes, and Warrants to purchase an aggregate of 418,750 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.

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.