Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Item 1.01. Entry into a Material Definitive Agreement. On July 31, 2026, BranchOut Food Inc. (the “Company”), together with its Chief Executive Officer and Chief Financial Officer, on the one-hand, entered into a Settlement Agreement and General Release (the “Settlement Agreement”) with Doug Durst, the Company’s former Chief Financial Officer (“Durst”), and his affiliate, Chase Innovations, Inc.…
Filed Aug 4, 2026Accepted Aug 4, 2026, 4:05 PM EDTCIK 1962481Accession 0001493152-26-035987
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Item 1.01Item 1.01 - Entry into Material Agreement
Item
1.01. Entry into a Material Definitive Agreement.
On
July 31, 2026, BranchOut Food Inc. (the “Company”), together with its Chief Executive Officer and Chief Financial Officer,
on the one-hand, entered into a Settlement Agreement and General Release (the “Settlement Agreement”) with Doug Durst, the
Company’s former Chief Financial Officer (“Durst”), and his affiliate, Chase Innovations, Inc. (“Chase”
and, together with Durst, the “Plaintiffs”), on the other hand.
The
Settlement Agreement was entered into to settle all outstanding claims of the Plaintiffs against the Company and its executive officers
pursuant to the litigation that Durst had commenced in connection with the termination of his employment by the Company as its Chief
Financial Officer. Pursuant to the Settlement Agreement, the Plaintiffs agreed to the settlement of such claims, and provided the Company
and the other defendants in the action with a general release, in consideration of the Company’s cash payment to (i) Durst, in
the amount of $247,500, and (ii) Chase, in the amount of $55,890. The payment to Durst will be paid as follows: $147,500 within 30 days
of the execution of the Settlement Agreement, with the remaining $100,000 to be paid in five consecutive monthly installments of $20,000
each beginning August 15, 2026.
In
addition, pursuant to the Settlement Agreement, the Company issued Durst a Warrant to purchase 57,600 shares of the Company’s common
stock (the “Warrant”) at an exercise price of $4.11, during the two-year term following the issuance of the Warrant.
The
information set forth above is qualified in its entirety by reference to the actual terms of the Settlement Agreement and Warrant, which
have been filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K, and which are incorporated herein by reference.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
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.
Filed exhibits (1)
EX-4.1 (by filename) ex4-1.htm
EX-4.1
2
ex4-1.htm
EX-4.1
Exhibit
4.1
THIS
WARRANT and the Securities that may be purchased upon the exercise of this warrant have been acquired for INVESTMENT AND NOT FOR DISTRIBUTION,
AND have NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (the “Act”). Such securities may not be
offered for sale, sold, pledged or hypothecated, or otherwise transferred unless and until registration under the act or an exemption
from the registration requirements of the act is available for such offer, sale, pledge, hypothecation, or transfer in the opinion of
legal counsel reasonably satisfactory to the company.
BRANCHOUT
FOOD INC.
WARRANT
Date
of Issuance: August 3, 2026
BRANCHOUT
FOOD INC., a Nevada corporation (the “ Company ”), for valid consideration received, hereby certifies that
Doug Durst or his registered assigns (the “ Holder ”), is entitled pursuant to the terms of this warrant (this
“ Warrant ”), subject to the terms set forth below, to purchase, prior to termination as provided in Section
5 hereof, up to 57,600 shares of duly authorized, validly issued, fully-paid and non-assessable shares of the Company’s Common
Stock (the “ Common Stock ”), at an exercise…