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 May 10, 2024, BranchOut Food Inc. (the “Company”) entered into a Lease Agreement (the “Lease Agreement”) providing for the 10-year lease by the Company of a 50,000 square-foot food processing plant located in Peru (the “Peru Facility”). Pursuant to the Lease Agreement, the Company is required to make monthly lease payments of $8,000 in the first two years of the lease, $20,000 in the third year of the lease, $22,000 in the fourth year of the lease, $24,000 in the fourth year of the lease, and $25,000 thereafter. The Lease Agreement also provides the Company with a 10-year lease renewal option, and a buy-out option under which the Company may purchase the Peru Facility for $1,865,456.
In connection with the Company’s lease of the Peru Facility, on May 10, 2024 the Company entered into a Assignment Of Credit and Substitution of Mortgagee (the “Assignment Agreement”), under which the Company purchased a first position mortgage receivable in the amount of $1,267,000, which is secured by the Peru Facility and was owed by the landlord of the Peru Facility to the assignor, for a purchase price of $1,267,000, of which $275,000 was paid by the Company to the assignor on May 10, 2024. The remaining $992,000 of the purchase price under the Assignment Agreement is due and payable to the assignor on August 10, 2024.
The information set forth above is qualified in its entirety by reference to the actual terms of the Lease Agreement and Assignment Agreement, English translations of which have been filed as Exhibits 10.1 and 10.2 hereto, respectively, and which are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit 10.1 | Lease Agreement, dated as of May 10, 2024, between BranchOut Food Inc. and landlord of the Peru Facility.*† | |
| Exhibit 10.2 | Assignment Of Credit and Substitution of Mortgagee, dated as of May 10, 2024, among BranchOut Food Inc., assignor, and landlord of the Peru Facility*† | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* This exhibit is an English translation of a foreign language document. BranchOut Food Inc. agrees to furnish supplementally to the SEC, upon request, a copy of the foreign language 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: May 16, 2024 | By: | /s/ Eric Healy |
| Eric Healy, Chief Executive Officer | ||
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