UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On September 16, 2025, BranchOut Food Inc. (the “Company”) and EnWave Corporation (“EnWave”) entered into (i) a Fifth Amendment to License Agreement (the “Amendment”), which amended certain terms of the License Agreement between the Company and EnWave originally dated May 7, 2021 (as amended, the “License Agreement”), and (ii) an Equipment Purchase Agreement (the “Purchase Agreement”).
Pursuant to the Amendment, among other things, EnWave granted the Company a global exclusive license (but subject to existing licenses previously issued by EnWave to two other manufacturers) to manufacture Dragon Fruit products using EnWave’s technology under the License Agreement.
Pursuant to the Purchase Agreement, the Company purchased from EnWave a refurbished 120kW REV vacuum microwave (the “Purchased Equipment”) for a purchase price of $1,500,000. The purchase price is payable in 24 equal monthly installments, commencing April 1, 2026, pursuant to a secured promissory note (the “Promissory Note”) bearing interest at the rate of 8.00% per annum.
The information set forth above is qualified in its entirety by reference to the actual terms of the License Agreement, the Purchase Agreement and the Promissory Note, which have been filed as Exhibits 10.1, 10.2 and 10.3 hereto, respectively, 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.
As disclosed under Item 1.01 above, the Company delivered the Promissory Note to EnWave pursuant to Purchase Agreement. The obligations of the Company under the Promissory Note are secured by the Purchased Equipment.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit 10.1 | Fifth Amendment to License Agreement, dated as of September 15, 2025, between BranchOut Food Inc. and EnWave Corporation † | |
| Exhibit 10.2 | Equipment Purchase Agreement, dated as of September 15, 2025, between BranchOut Food Inc. and EnWave Corporation | |
| Exhibit 10.3 | Promissory Note, dated as of September 15, 2025, issued by BranchOut Food Inc. in favor of EnWave Corporation | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
† Portions of this exhibit have been redacted.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BranchOut Food Inc. | ||
| Date: September 19, 2025 | By: | /s/ Eric Healy |
| Eric Healy, Chief Executive Officer | ||
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