BOF BranchOut Food Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 23, 2024

 

BRANCHOUT FOOD INC.

(Exact name of registrant as specified in its charter)

 

Nevada		001-41723		87-3980472
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

 

205 SE Davis Avenue, Bend Oregon		97702
(Address of principal executive offices)		(Zip Code)

 

(844) 263-6637

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading  Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		BOF		Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 1.01.

Entry into a Material Definitive Agreement.

 

On May 23, 2024, BranchOut Food Inc. (the “Company”) entered into a Third Amendment to License Agreement (the “Amendment”) with EnWave Corporation (“EnWave”), which amended certain terms of the License Agreement between the Company and EnWave originally dated May 7, 2021 (as amended, the “License Agreement”).

 

Among other things, the Amendment (i) adds additional products for which the Company is provided with both exclusive and non-exclusive licenses to manufacture products using EnWave’s technology under the License Agreement, and (ii) eliminates the minimum annual royalty payment required to be paid by the Company in 2024 to maintain the exclusive rights granted under the License Agreement; in each case, subject to the terms and conditions set forth in the Amendment.

 

The information set forth above is qualified in its entirety by reference to the actual terms of the License Agreement and Amendment, 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		License Agreement between BranchOut Food, Inc. and EnWave Corporation dated May 7, 2021, together with amendments thereto dated October 26, 2022 and February 21, 2023. (incorporated by reference to Exhibit 10.13 of the Form S-1 filed with the Securities and Exchange Commission by BranchOut Food Inc. on April 24, 2023).†
Exhibit 10.2		Third Amendment to License Agreement, dated as of May 23, 2024, between BranchOut Food Inc. and EnWave Corporation †
Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

† Portions of this exhibit have been redacted.

 

 

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 28, 2024	By:	/s/ Eric Healy
		Eric Healy, Chief Executive Officer

 

 

Exhibit 10.2

 

CERTAIN INFORMATION HAS BEEN REDACTED BECAUSE IT IS NOT MATERIAL, IS TREATED AS CONFIDENTIAL BY THE REGISTRANT, AND MAY CAUSE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

 

THIRD AMENDMENT TO LICENSE AGREEMENT

 

THIS THIRD AMENDMENT is made effective this 23rd day of May, 2024 (the “Effective Date”).

 

BETWEEN:

 

ENWAVE CORPORATION, a federally incorporated corporation under the Canada Business Corporations Act, with an office at #1-1668 Derwent Way, Delta, British Columbia, V3M 6R9

 

(“EnWave”)

 

AND:

 

BRANCHOUT FOOD INC., (formerly AVOLOV, LLC) a company incorporated under the laws of the State of Nevada, United States of America, with an address at 205 SE Davis, Suite C, Bend, Oregon 97702 United States of America

 

(the “Royalty Partner”)

 

WHEREAS:

 

	A.	On May 7, 2021, EnWave and Royalty Partner executed a License Agreement (the “License Agreement”) by which EnWave agreed to license to Royalty Partner and Royalty Partner agreed to license from EnWave, among other things, the EnWave Technology pursuant to the terms and conditions set out in the License Agreement;
	B.	On November 18, 2021, AvoLov LLC filed articles of conversion and with the Nevada Secretary of State and became BranchOut Food Inc.;
	C.	On October 26, 2022, EnWave and the Royalty Partner agreed to amend the License Agreement by the terms set forth in the amendment (the “First Amendment”);
	D.	On September 27, 2023, EnWave and Royalty Partner agreed to amend the License Agreement by the terms set forth in the second amendment (the “Second Amendment”), and,
	E.	EnWave and Royalty Partner wish to further amend the License Agreement by the terms set forth in this amendment (the “Third Amendment”).

 

 

NOW THEREFORE THIS THIRD AMENDMENT WITNESSES that in consideration for the mutual agreements and covenants herein contained and other good and valuable consideration (the receipt and adequacy of such consideration being mutually acknowledged by each party), the parties agree as follows:

 

1.0	Capitalized Terms

 

1.1

All capitalized terms in this Second Amendment, unless otherwise specifically defined herein, shall have the meanings ascribed to them in the License Agreement.

 

2.0	Third Amendment to the License Agreement

 

	2.1	EnWave and Royalty Partner agree to delete Section 1.1 (z) with the following, subject to the Royalty Partner completing the payment obligations by the Royalty Partner to EnWave in the Equipment Purchase Agreements signed on May 23rd, 2024, and September 25, 2023 respectively:
		1.1(z) “South American Region” means [***********];

 

2.2

EnWave and Royalty Partner agree to delete and replace Section 5.1 in the amended License Agreement with the following subject to the Royalty Partner completing the payment obligations by the Royalty Partner to EnWave in the Equipment Purchase Agreements signed on May 23rd, 2024, and September 25, 2023 respectively:

 

5.1 To maintain the exclusive rights granted to the Royalty Partner in Article 3.1(a), the Royalty Partner will pay to EnWave the following annual royalties during the Term (the “Exclusive Retention Royalty”):

 

Year		Exclusivity Retention Royalty
2021			NIL
2022			NIL
2023			NIL
2024			NIL
2025 and each subsequent year of the Term		$	250,000

 

Each annual Exclusivity Retention Royalty will be reduced by an Earned Royalties paid by the Royalty Partner to EnWave during such year. The Exclusivity Retention Royalty is payable within thirty (30) days following the end of each applicable calendar year. The Exclusivity Retention Royalty is non-refundable (whether in whole or in part) except as provided for in this Agreement. If the Royalty Partner fails to pay the Exclusivity Retention Royalty as required under this Agreement, EnWave may, in its sole discretion and effective upon written notice to the Royalty Partner, convert to non-exclusive the exclusive rights granted to the Royalty Partner in accordance with the License and this Agreement shall be deemed so amended.

 

2.3

EnWave and Royalty Partner agree to delete Schedule C in the License Agreement and replace with the following subject to the Royalty Partner completing the payment obligations by the Royalty Partner to EnWave in the Equipment Purchase Agreements signed on May 23rd, 2024, and September 25, 2023 respectively:

 

 

Schedule C

 

Description of Additional Products

 

				Royalty Rate Applicable to Product under s.3.3				Any Additional Terms
Description of Product		Date Added		On Revenue		On Tolling		Applicable to Product
[***********]
[***********]

 

	2.4	EnWave and Royalty Partner agree to insert the following clause as Section 7.7 in the License Agreement subject to the Royalty Partner completing the payment obligations by the Royalty Partner to EnWave in the Equipment Purchase Agreements signed on May 23rd, 2024, and September 25, 2023 respectively:
		The Royaly Partner ascknowledges as follows: [***********]
	2.5	EnWave and Royalty Partner agree to delete and replace Section 7.4 (f) in the License Agreement with the following subject to the Royalty Partner completing the payment obligations by the Royalty Partner to EnWave in the Equipment Purchase Agreements signed on May 23rd, 2024, and September 25, 2023 respectively:
		7.4 (f) Subject to Section 7.7, the entering into this Agreement will not result in a breach of any agreement or other undertaking to which EnWave is a party.

 

3.0	No Other Amendments

 

3.1

Other than as set out herein, the License Agreement remains in full force and effect, unamended, unless the context requires otherwise in order to give effect to the Third Amendment contained herein, and this Third Amendment is ratified and confirmed by EnWave and Royalty Partner.

 

4.0	Miscellaneous

 

	4.1	This Third Amendment shall be governed by and construed in accordance with the laws of British Columbia and the federal laws of Canada applicable therein.
	4.2	This Third Amendment and the License Agreement constitute the entire agreement between the parties with respect to the subject matter of this Third Amendment and supersede every previous agreement, communication, expectation, negotiation, representation or understanding, whether oral or written, express or implied, statutory or otherwise, between the parties with respect to the subject matter of this Third Amendment except as specifically set out either herein or within the License Agreement.
	4.3	This Third Amendment may be executed in counterparts and by way of facsimile or email transmission, each of which so executed being deemed an original and such counterparts together constituting one and the same instrument.

 

 

IN WITNESS WHEREOF the parties hereto have duly executed this Third Amendment as of the day and year first written above.

 

ENWAVE CORPORATION			BRANCHOUT FOOD, INC.
Per:	/s/ Brent Charleton		/s/ Eric Healy
Name:	Brent Charleton		Name:	Eric Healy
Title:	CEO

 

v3.24.1.1.u2

Cover	May 23, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 23, 2024
Entity File Number	001-41723
Entity Registrant Name	BRANCHOUT FOOD INC.
Entity Central Index Key	0001962481
Entity Tax Identification Number	87-3980472
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	205 SE Davis Avenue
Entity Address, City or Town	Bend
Entity Address, State or Province	OR
Entity Address, Postal Zip Code	97702
City Area Code	(844)
Local Phone Number	263-6637
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	BOF
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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