BOF 8-K
BranchOut Food Inc. (BOF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
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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 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 2.03. 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit 4.1 | Warrant to purchase 57,600 shares of common stock of the Company, issued to Doug Durst, dated August 3, 2026 | |
| Exhibit 10.1 | Settlement Agreement and General Release (the “Settlement Agreement”), by and among the Company, Eric Healy, John Dalfonsi, Doug Durst and Chase Innovations, Inc. | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: August 4, 2026 | By: | /s/ Eric Healy |
| Eric Healy, Chief Executive Officer | ||
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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 price of $4.11 per share (the “Exercise Price”), subject to adjustment as set forth herein. The Common Stock purchasable upon exercise of this Warrant, as adjusted from time to time pursuant to the terms of this Warrant, are hereinafter referred to as the “Warrant Stock.” This Warrant is issued pursuant to that certain Settlement Agreement and General Release between the Company and the Holder.
1. Exercise.
(a) General. This Warrant may be exercised by Holder in whole or in part, prior to termination as provided in Section 5 hereof, by surrendering this Warrant, with the purchase form appended hereto as Exhibit A completed in accordance with the instructions thereto and duly executed by such Holder or by such Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full by cash, check or wire transfer of all or such portion of the aggregate Exercise Price as is payable in respect of the number of shares of Warrant Stock purchased upon such exercise.
(b) Timing. The exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in Section 1(a) above. If Holder exercises this Warrant in connection with a merger or sale of the Company other than in connection with the conversion of the Company into a corporation through conversion, merger, or similar transaction in which the relative equity ownership percentages of the owners of the Company do not change (“Change of Control Transaction”), Holder may designate that the exercise date be deemed the closing date of such Change of Control Transaction, and conditional upon the occurrence of such event.
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(c) Conversion Right.
(i) Right to Convert Warrant; Net Issuance. In addition to and without limiting the rights of the Holder under the terms of this Warrant, but only to the extent this Warrant has not otherwise been exercised, the Holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Warrant Stock as provided in this Section 1(c) at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares of Warrant Stock set forth on the purchase form appended hereto as Exhibit A (the “Converted Warrant Stock”), the Company shall deliver to the Holder (without payment by the Holder of any exercise price or any cash or other consideration) that number of shares of Warrant Stock equal to the quotient obtained by dividing (X) the value of this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection (ii) hereof), which value shall be determined by subtracting (A) the aggregate Exercise Price of the shares of Converted Warrant Stock immediately prior to the exercise of the Conversion Right from (B) the aggregate Fair Market Value of the Converted Warrant Stock issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date (as hereinafter defined) by (Y) the Fair Market Value of one share of Converted Warrant Stock on the Conversion Date (as hereinafter defined).
Expressed as a formula, such conversion shall be computed as follows:
| X = | B - A | ||
| Y |
| Where: | X = | the number of shares of Warrant Stock that may be issued to Holder upon exercise of the Conversion Right | |
| Y = | the Fair Market Value of one share of Warrant Stock | ||
| A = | the aggregate Exercise Price (the per share Exercise Price multiplied by the number of shares of Converted Warrant Stock) | ||
| B = | the aggregate Fair Market Value (i.e., Fair Market Value multiplied by the number of shares of Converted Warrant Stock) |
No fractional shares of Warrant Stock shall be issuable upon exercise of the Conversion Right, and, if the number of shares of Warrant Stock to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the Holder an amount in cash equal to the Fair Market Value of the resulting fractional share of Warrant Stock on the Conversion Date.
(ii) Method of Exercise. The Conversion Right may be exercised by the Holder by the surrender of this Warrant at the principal office of the Company together with a written statement specifying that the Holder thereby intends to exercise the Conversion Right and indicating the number of shares of Warrant Stock which are being surrendered (referred to in subsection (i) hereof as the Converted Warrant Stock) in exercise of the Conversion Right. Such conversion shall be effective upon receipt by the Company of this Warrant together with the aforesaid written statement (the “Conversion Date”). If the shares of Warrant Stock are certificated, then certificates for the Converted Warrant Stock issuable upon exercise of the Conversion Right shall be issued as of the Conversion Date and shall be delivered to the Holder within thirty (30) days following the Conversion Date.
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(iii) Determination of Fair Market Value. For purposes of this Agreement, “Fair Market Value” shall mean, as of any particular date: (a) the lowest of the five most recent closing prices of the Warrant Stock if trading on any public exchange; (b) if there have been no sales of the Warrant Stock on any such exchange on any such day, the average of the highest bid and lowest asked prices for the Warrant Stock on all such exchanges at the end of such day; (c) if on any such day the Warrant Stock is not listed on a domestic securities exchange, the closing sales price of the Warrant Stock as quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association for such day; or (d) if there have been no sales of the Warrant Stock on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association on such day, the average of the highest bid and lowest asked prices for the Warrant Stock quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association at the end of such day; in each case, averaged over twenty (20) consecutive Business Days ending on the Business Day immediately prior to the day as of which “Fair Market Value” is being determined; provided, that if the Warrant Stock is listed on any domestic securities exchange, the term “Business Day” as used in this sentence means Business Days on which such exchange is open for trading. If at any time the Warrant Stock is not listed on any domestic securities exchange or quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association, the “Fair Market Value” of the Warrant Stock shall be the fair market value per share of Warrant Stock as determined jointly by the Company and the Holder; provided, that if the Company and the Holder are unable to agree on the Fair Market Value per share of the Warrant Stock within a reasonable period of time (not to exceed ten (10) days from the Company’s receipt of the purchase form), such Fair Market Value shall be determined by a nationally recognized investment banking, accounting or valuation firm jointly selected by the Company and the Holder. The determination of such firm shall be final and conclusive, and the fees and expenses of such valuation firm shall be borne by the Company.
(d) Certificates. If the shares of Warrant Stock are certificated, then as soon as practicable after the exercise of this Warrant, the Company shall cause to be issued in the name of, and delivered to, Holder, or as such Holder may direct, a certificate or certificates for the number of shares of Warrant Stock to which such Holder shall be entitled. Issuance of certificates pursuant to this Section 1(d) shall be made without charge to Holder for any issue or transfer tax or other incidental expenses, all of which taxes and expenses shall be paid by the Company.
(e) Legends. Each certificate or other records representing the Common Stock or for any other security issued or issuable upon exercise of this Warrant shall bear the following legend:
“THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH SECURITIES MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY STATING THAT SUCH SALE, PLEDGE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT UNLESS SOLD PURSUANT TO RULE 144 PROMULGATED UNDER THE ACT.”
(f) Status of Common Stock. The Company covenants that the Common Stock, when issued pursuant to the exercise of this Warrant, will be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof.
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2. Adjustments.
(a) Adjustment Upon Reorganization, Reclassification or Change of Control Transaction. In the event of any (i) capital reorganization of the Company, (ii) reclassification of the Capital Stock (other than a change in par value or from par value to no par value or from no par value to par value or as a result of a distribution, dividend or subdivision, split-up or combination of Capital Stock), (iii) Change of Control Transaction, or (iv) other similar transaction (other than any such transaction covered by Section 2(b)), in each case which entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock, this Warrant shall, immediately after such reorganization, reclassification, Change of Control Transaction or similar transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number of shares of Warrant Stock then exercisable under this Warrant, be exercisable for the kind and number of shares of equity or securities or assets of the Company or of the successor Person (as defined below) resulting from such transaction to which the Holder would have been entitled upon such reorganization, reclassification, consolidation, merger, sale or similar transaction if the Holder had exercised this Warrant in full immediately prior to the time of such reorganization, reclassification, Change of Control Transaction or similar transaction and acquired the applicable number of shares of Warrant Stock then issuable hereunder as a result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Warrant); and, in such case, appropriate adjustment (in form and substance satisfactory to the Holder) shall be made with respect to the Holder’s rights under this Warrant to insure that the provisions of this Section 2 shall thereafter be applicable, as nearly as possible, to this Warrant in relation to any membership units, interests, shares of stock, securities or assets thereafter acquirable upon exercise of this Warrant (including, in the case of any Change of Control Transaction or similar transaction in which the successor or purchaser is other than the Company, an immediate adjustment to the number of shares of Warrant Stock then acquirable upon exercise of this Warrant without regard to any limitations or restrictions on exercise). The provisions of this Section 2(a) shall similarly apply to successive reorganizations, reclassifications, Change of Control Transactions or similar transactions. The Company shall not effect any such reorganization, reclassification, Change of Control Transaction or similar transaction unless, prior to the consummation thereof, the successor (if other than the Company) resulting from such reorganization, reclassification, Change of Control Transaction or similar transaction, shall assume, by written instrument substantially similar in form and substance to this Warrant and satisfactory to the Holder, the obligation to deliver to the Holder such membership units, interests, shares of stock, securities or assets which, in accordance with the foregoing provisions, such Holder shall be entitled to receive upon exercise of this Warrant. Notwithstanding anything to the contrary contained herein, with respect to any corporate event or other transaction contemplated by the provisions of this Section 2(a), the Holder shall have the right to elect prior to the consummation of such event or transaction, to give effect to the exercise rights set forth in Section 1 instead of giving effect to the provisions of this Section 2(a) with respect to this Warrant
(b) Adjustment to Exercise Price and Warrant Shares Upon Dividend, Subdivision or Combination of Common Units. If the Company shall, at any time or from time to time after the issuance of this Warrant, (i) pay a dividend or make any other distribution upon the shares of Common Stock or any other Capital Stock of the Company payable in Common Stock, or (ii) subdivide (by any stock split, recapitalization or otherwise) its outstanding Common Stock into a greater number of units, the Purchase Price in effect immediately prior to any such dividend, distribution or subdivision shall be proportionately reduced and the number of shares of Warrant Stock issuable upon exercise of this Warrant shall be proportionately increased. If the Company at any time combines (by combination, reverse stock split or otherwise) its outstanding Common Stock into a smaller number of units, the Purchase Price in effect immediately prior to such combination shall be proportionately increased and the number of shares of Warrant Stock issuable upon exercise of this Warrant shall be proportionately decreased. Any adjustment under this Section 2(b) shall become effective at the close of business on the date the dividend, subdivision or combination becomes effective.
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(c) Notice of Adjustments. Whenever the Purchase Price or the number of shares of Warrant Stock purchasable hereunder shall be adjusted pursuant to Section 2 hereof, the Company shall promptly give written notice thereof to Holder in the form of a certificate, signed by the chief executive officer and the executive officer responsible for the creation of such certificate, setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Purchase Price and the number of shares of Warrant Stock purchasable hereunder after giving effect to such adjustment. Such certificate shall be delivered to Holder within thirty (30) days of such adjustment, in accordance with Section 11 hereof.
3. Transfers. The Holder of this Warrant acknowledges that this Warrant and the Warrant Stock have not been registered under the Securities Act of 1933, as amended (the “Act”), and agrees not to offer for sale, sell, pledge, distribute, transfer or otherwise dispose of this Warrant and agrees not to offer for sale, sell, pledge, distribute, transfer or otherwise dispose of any Warrant Stock issued upon its exercise in the absence of (i) an effective registration statement under the Act as to this Warrant and the Warrant Stock and registration or qualification of under any applicable Blue Sky or state securities law then in effect, or (ii) an opinion of counsel, reasonably satisfactory to the Company, that such registration and qualification are not required; provided, however, that no opinion need be obtained with respect to a transfer to (A) a partner or member, active or retired, of Holder, (B) the estate of any such partner or member, (C) an “affiliate” of Holder as that term is defined in Rule 405 promulgated by the U.S. Securities and Exchange Commission under the Act, or (D) the spouse, children, grandchildren or spouse of such children or grandchildren of Holder or to trusts for the benefit of Holder or such persons, in each case if the transferee agrees to be subject to the terms hereof. Notwithstanding the foregoing, any transferee receiving Warrant Stock that (X) have been registered under the Act or (Y) are resaleable under Rule 144 promulgated under the Act shall not be required to agree in writing to be subject to the terms of this Section 3.
4. No Impairment. The Company will not, by amendment of its certificate of incorporation or bylaws or through reorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be reasonably necessary or appropriate in order to protect the rights of Holder of this Warrant against impairment.
5. Termination. This Warrant (and the right to purchase securities upon exercise hereof) shall terminate two (2) years from the issuance of this Warrant (the “Expiration Date”).
6. Notices of Certain Transactions.
(a) In the event:
(i) that the Company makes any amendment to its certificate of incorporation or bylaws;
(ii) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any Change of Control Transaction, any other consolidation or merger of the Company with or into another entity, or any other transaction or series of related transactions pursuant to which the Company’s equity holders immediately prior thereto will possess a minority of the voting power of the surviving or acquiring entity immediately thereafter, or any transfer of all or substantially all of the assets of the Company; or
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(iii) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, and in each such case, the Company will send to Holder a notice specifying, as the case may be, (a) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, (b) a certified copy of the Company’s current certificate of incorporation or bylaws, or (c) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, Change of Control Transaction, dissolution, liquidation, winding-up, or redemption is to take place, and the time, if any is to be fixed, as of which Holders of record of shares of Common Stock (or such capital stock or securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, winding-up, or redemption) shall be determined. Such notice shall be mailed at least twenty (20) days prior to the record date or effective date for the event specified in such notice.
(b) The Company shall notify the Holder of the Expiration Date of the Warrant, no later than twenty (20) days prior to the Expiration Date.
7. Reservation of Warrant Stock. The Company will at all times reserve and keep available, solely for the issuance and delivery upon the exercise of this Warrant, such shares of Common Stock and other equity securities or property, as from time to time shall be issuable upon the exercise of this Warrant. The Company covenants and agrees that all such shares of Common Stock or other equity securities that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid (assuming payment of the Exercise Price by Holder) and nonassessable and free from all preemptive rights and free of all taxes, liens and charges with respect to the issue thereof. The Company will take all such action as may be reasonably necessary to assure that such shares of Common Stock or other equity securities may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the securities of the Company may be listed.
8. Exchange of Warrants. Upon the surrender by Holder of any Warrant, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 4 hereof, issue and deliver to or upon the order of such Holder, at Holder’s expense, a new Warrant of like tenor, in the name of such Holder or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock or other equity securities called for on the face or faces of the Warrant so surrendered.
9. Registration of Common Stock. If any shares of Common Stock required to be reserved for purposes of exercise of this Warrant requires registration with or approval of any governmental authority under any applicable law (other than the Act) before such shares of Common Stock may be issued upon exercise, the Company shall, at its expense and as expeditiously as possible, use its best efforts to cause such shares of Common Stock to be duly registered or approved, as the case may be
10. Replacement of Warrants. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor at Holder’s expense.
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11. Notices. Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing and delivered by hand or overnight courier service or sent by facsimile or email as follows:
(a) To his, her, or its address (and email address) set forth on the signature page to this Warrant.
(b) Notices sent by hand or overnight courier service shall be deemed to have been given when received and notices sent by electronic communications, shall be effective upon confirmation received by the sender, including transmittal coded “advise when received” or words of similar meaning. Any party hereto may by notice so given change its address for future notice hereunder.
12. No Rights as Stockholder. Until the exercise of this Warrant, Holder shall not have or exercise any rights by virtue hereof as a stockholder of the Company unless otherwise acquired. Without limiting the generality of the foregoing, and except as otherwise provided in Section 3 hereof, no dividends shall accrue to the shares of Common Stock or other equity securities underlying this Warrant until the exercise hereof and the purchase of the underlying shares of Common Stock or other equity securities, at which point dividends shall begin to accrue with respect to such shares of Common Stock or other equity securities from and after the date such shares of Common Stock or other equity securities are so purchased. Nothing in this Section 12 shall limit the right of Holder to be provided the notices required to be provided pursuant to the terms of this Warrant.
13. Headings. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant.
14. Governing Law. This Warrant and all actions arising out of or in connection with this Warrant shall be governed by and construed in accordance with the laws of the State of Nevada, without application of conflicts of law principles thereunder.
15. Amendment or Waiver. Any provision of this Warrant may be amended, waived or modified (either generally or in a particular instance, either retroactively or prospectively, and either for a specified period of time or indefinitely) only by an instrument in writing signed by the Company and Holder. Any amendment, waiver or modification effected in accordance with this Section 15 shall be binding upon Holder, each future holder of the Warrant or the Warrant Stock and the Company.
16. Business Days. This Warrant shall be exercisable as provided for herein, except that in the event that the Expiration Date of this Warrant shall fall on a Saturday, Sunday and/or and United States federally recognized Holiday, the Expiration Date for this Warrant shall be extended to 5:00 p.m. Pacific time on the business day following such Saturday, Sunday or recognized Holiday.
17. Successor and Assigns. The terms and provisions of this Warrant shall incur to the benefit of, and be binding upon, the Company and each Holder hereof and their respective permitted successors and assigns.
18. Attorneys’ Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Warrant the adjudicating party may in its discretion order that the non-prevailing party, as determined by such adjudicating party, reimburse the prevailing party for reasonable attorney’s fees and costs in addition to any other relief to which such prevailing party may be entitled.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer as of the date first written above.
| BRANCHOUT FOOD INC. | ||
| By: | /s/ John Dalfonsi | |
| Name: | John Dalfonsi | |
| Title: |
Chief Financial Officer | |
| Address: | 205 SE Davis Ave., Suite C | |
| Bend, Oregon 97702 | ||
| Attn: Eric Healy | ||
| Email: [email protected] | ||
[Signature Page –Warrant]
By its counter-signature below, Holder hereby agrees to the foregoing terms and conditions set forth in this Warrant.
HOLDER: | ||
| Name: | Doug Durst | |
| Address: | ||
[Signature Page –Warrant]
EXHIBIT A
PURCHASE FORM
| To: | BRANCHOUT FOOD INC. | Dated: ______________ |
By checking the box below, the undersigned hereby irrevocably elects:
| ☐ | to purchase _______ shares of Common Stock, and herewith makes payment of $_________ by cash, check or wire transfer, representing the aggregate Exercise Price therefor pursuant to Section 1(a) of the attached Warrant. | |
| ☐ | to exercise the Conversion Right with respect to ___ shares of Common Stock pursuant to Section 1(c) of the attached Warrant. |
Please issue a certificate or certificates (if the shares of Warrant Stock are certificated) reflecting the issuance of said shares of Common Stock in the name of the undersigned or in such other name as is specified below:
| (Name) | ||
| (Address) |
The undersigned represents that the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares of Common Stock except in compliance with applicable securities laws.
| (Entity name, if applicable) | ||
| By: | ||
| Name: | ||
| Title: | ||
Exhibit 10.1
SETTLEMENT AGREEMENT AND GENERAL RELEASE
This Settlement Agreement and General Release (the “Agreement”) is entered into by Branchout Food, Inc., a Nevada Corporation, (“Branchout”), John Dalfonsi (“Dalfonsi”), and Eric Healy (“Healy”), on the one hand, and Doug Durst (“Durst”) and Chase Innovations, Inc. (“Chase”), on the other (collectively “the Parties”). The Parties agree to execute any necessary documents to aid in the approval of the Agreement.
RECITALS
A. Durst is a former employee of Branchout. Durst filed suit against in Washington State King County Superior Court, Civil Action No. 25-2-18652-1-SEA (the “Lawsuit”) against Branchout, Dalfonsi, and Healy (collectively, Defendants) alleging breach of contract and failure to pay wages. Defendants denied the allegations and Branchout filed counterclaims against Durst alleging Breach of Contract and various tort claims.
B. The Parties now desire to settle, fully and finally, all differences between them.
C. This Agreement is not and should not be construed as an admission or statement by any party that it or any other party acted wrongfully or unlawfully. Each party expressly denies any wrongful or unlawful action.
AGREEMENT
In consideration of the mutual covenants and promises in this Agreement, and for good and valuable consideration, the Parties agree as follows:
1. Settlement Payments. As consideration for Durst’s execution of this Agreement and his compliance with the promises set forth in the Agreement, Branchout agrees to pay Durst the following:
| a. | A settlement payment of $247,500.00, to be paid as follows: |
| i. | An initial total payment of $147,500.00, to be paid within 30 days of when Durst signs the Agreement: Branchout will issue one payment to Durst for $81,982 representing interest, attorney fees, and costs. Branchout will issue Durst an IRS Form 1099 for this payment. Branchout will simultaneously issue Durst a second payment of $65,518, less wage withholdings. Branchout will issue Durst a W-2 for this payment. | |
| ii. | Five monthly payments of $20,000 each to Durst, less wage withholdings, to be paid on the 15th of each month beginning on August 15, 2026, and ending December 15, 2026. Branchout will issue Durst a W-2 for these payments. |
| b. | A payment of $55,890.00, payable to Chase in full satisfaction of all invoices owed to Chase to be paid within 30 days of when Durst signs the Agreement. |
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If Branchout is ever more than 10 business days late on a payment described in paragraph 1.a of this Agreement, the remaining balance will be immediately due and owing provided that (1) Durst has given written notice through his counsel to counsel for Branchout of the non-receipt of the payment and (2) following such notice Durst provides Branchout five business days to cure.
2. Warrant. Branchout will issue a warrant to Mr. Durst to purchase 57,600 shares of Branchout Food Inc., common stock with a strike price of the lower of $4.125 or the market price at the closing bell of the first trading day after the date this Agreement is fully executed by all parties. The warrant shall be documented in an agreement in the form attached here as Exhibit A. Branchout shall deliver the fully executed warrant agreement to Durst within three business days after this Agreement is fully execute by all parties.
3. Taxes. Durst is not relying on any information provided by Branchout or any of its employees, agents, or its attorneys concerning the tax consequences of payments made under this Agreement. Except as provided in paragraph 1.a, Durst is solely and entirely responsible for the payment and discharge of his share of all federal, state, and local taxes, if any, which may, at any time, be found to be due upon or as a result of any amount that is paid by Branchout under this Agreement. Durst agrees to defend and indemnify the Branchout Releasees (as defined in Paragraph 5) and hold each harmless from any interest, taxes, or penalties assessed against it or them by any governmental agency as a result of Durst’ non-payment of taxes on any amounts paid to Durst, or on behalf of Durst, under the terms of this Agreement.
4. Dismissal. Within seven calendar days of the execution of this Agreement by all parties, , counsel for Durst shall draft a stipulated motion to dismiss the Lawsuit with prejudice without costs or fees and transmit the stipulated motion to counsel for Branchout, Dalfonsi, and Healy for approval. Once approved, Durst’s counsel shall promptly arrange for filing with the Court. The Parties agree to execute any necessary documents to aid in the dismissal of the Lawsuit.
5. Durst Waiver and Release. In consideration of the mutual agreements and covenants set forth in this Agreement, Durst agrees to the following:
a. Except as otherwise provided herein, Durst, on behalf of Durst, Durst’s marital community, heirs, executors, administrators, successors and assigns, expressly waives any claims against Branchout, Dalfonsi, and Healy and releases Branchout, Dalfonsi and Healy, and their respective heirs, executors, marital community, administrators, predecessors, successors, parents, subsidiaries, and related or affiliated entities (including, without limitation, all of their present, former, and future officers, directors, stockholders, managers, agents, employees, insurers, attorneys, and representatives) (the “Branchout Releasees”) from any claims that Durst may have against any of them whether or not such claims are presently known or unknown to Durst provided that with respect to all Branchout Releasees other than Branchout, Dalfonsi, and Healy, the release is limited to claims related to Durst’s employment with Branchout and his separation from Branchout. It is understood that the release includes, but is not limited to, any claims for damages of any kind whatsoever, including any claims for employment benefits, arising out of any contracts, express or implied, any covenant of good faith and fair dealing, express or implied, any theory of unlawful discharge or other tort theory, any legal restriction on Branchout, Dalfonsi and Healy’s right to terminate Durst’s employment, or any federal, state or other governmental statute or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974, the Washington Law Against Discrimination, the Washington Equal Pay and Opportunities Act, the Washington Industrial Welfare Act, Washington Paid Sick Leave Act, the Washington Family Care Act, the Washington Paid Family and Medical Leave law, the Washington Minimum Wage Act, the Washington Wage Payment Act, the Washington Wage Rebate Act, RCW 49.52 et seq., any other state or local laws concerning discrimination or harassment, or any other legal limitation on the employment relationship to the maximum extent such claims are allowed by law to be released.
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b. Durst represents and warrants that he has filed no other lawsuits, complaints, or charges, individually or together, against any of the Releasees with any governmental agency or in any court or arbitration proceeding. Nothing in this Agreement is intended to or will be used in any way to limit Durst’ rights to communicate with a government agency (including the EEOC and the NLRB), as provided for, protected under, or warranted by applicable law, or to prevent Durst from filing a charge or complaint with or from participating in an investigation or proceeding conducted by any federal, state, or local governmental agency charged with the enforcement of any laws; provided that Durst waives the right to receive future monetary recovery directly from the Releasees.
6. Chase Waiver and Release. Except as otherwise provided herein, Chase, on behalf of itself and its past and present predecessors, successors, assigns, parents, subsidiaries, and affiliates, hereby expressly waives any claims against the Branchout Releasees and releases the Branchout Releasees from any claims that Chase may have against any of them whether or not such claims are presently known or unknown to Chase. It is understood that the release includes, but is not limited to, any claims for damages of any kind whatsoever.
7. Branchout, Dalfonsi and Healy Waiver and Release. Except as otherwise provided herein, Branchout, on behalf of itself and its past and present predecessors, successors, assigns, parents, subsidiaries, and affiliates, and Dalfonsi and Healy, on behalf of themselves and their respective marital communities, heirs, executors, administrators, successors and assigns, hereby expressly waive any claims against Durst and Chase, and them and their respective heirs, executors, marital community, administrators, predecessors, successors, parents, subsidiaries, and related or affiliated entities (including, without limitation, all of their present, former, and future officers, directors, stockholders, managers, agents, employees, insurers, attorneys, and representatives) (the “Durst Releasees”) from any claims that Branchout, Dalfonsi, and Healy may have against any of them whether or not such claims are presently known or unknown to Branchout, Dalfonsi, and Healy, provided that with respect to all Durst Releasees other than Durst, the release is limited to claims related to Durst’s employment with Branchout and his separation from Branchout. It is understood that the release includes, but is not limited to, any claims for damages of any kind whatsoever.
8. Confidentiality of Agreement. Durst agrees to keep the amount of consideration described in Paragraphs 1 and 2 of this Agreement completely confidential and further agrees that disclosure of the amount of consideration described in Paragraphs 1 and 2 of this Agreement will constitute a material breach. Durst may provide information concerning the consideration described in Paragraphs 1 and 2 of this Agreement to his and/or Chase’s attorneys, accountants, spiritual advisors, financial advisors, medical providers and spouse, as well as to make disclosures required by law, but he must first inform any such recipients of the confidentiality clause and instruct them that he is bound by it and have an obligation to abide by it. This Paragraph does not prohibit, and it is not intended to discourage, any communications or disclosures required or permitted by law including but not limited to RCW49.44.211.
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9. No Admissions. This Agreement should not be construed as an admission or a statement of any party hereto that such party has acted wrongfully or unlawfully. Each party expressly denies any wrongful or unlawful action.
10. Applicable Law. The Parties agree that any question concerning the interpretation or application of this Agreement shall be resolved by application of the laws of the State of Washington without regard to Washington’s conflicts of laws rules, except to the extent that federal laws preempt and apply. Any action brought under this Agreement shall be brought in the federal and state courts of Washington.
11. Not a Prevailing Party. The Parties agree that except as provided in paragraph 1.a, they are solely responsible to pay for any attorney fees and costs that they may have incurred related to this dispute or any other claims, controversies and causes of action settled and released herein and the Parties expressly waive and release any claim for attorney fees or costs relating to the claims released herein.
12. Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties and/or any Releasee. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the Parties and/or Releasees hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
13. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
14. Modification of Agreement. This Agreement may be amended, revoked, changed, or modified only upon a written agreement executed by all Parties. No waiver of any provision of this Agreement will be valid unless it is in writing and signed by the party against whom such waiver is charged.
15. Entire Agreement. This Agreement sets forth the entire understanding between the Parties and supersedes any prior agreements or understandings, express and implied, pertaining to the matters settled herein. Durst acknowledges that in executing this Agreement he does not rely upon any representation or statement by the Releasees or any representative or agent of the Releasees concerning the subject matter of this Agreement, except as expressly set forth in the text of this Agreement.
16. Legal Review. Durst agrees and acknowledges that he has been given a reasonable period of time to review and consider this Agreement before signing it. Durst, by signing this Agreement, acknowledges that he has carefully read this Agreement, knows the contents thereof, has discussed its effects with his attorneys, or has chosen to waive such discussion, understands that he is giving up all claims, damages or disputes, as set forth in Paragraph 5 of this Agreement, has been afforded ample and adequate opportunity to review and analyze this entire Agreement, understands its contents and its final and binding effect, and has signed it of his own free voluntary act and deed. Durst acknowledges and agrees that he was represented fairly and adequately by legal counsel of his choosing in connection with the subject matter of this Agreement and in entering into this Agreement. The Parties acknowledge and agree that this Agreement is the result of arm’s-length negotiations between the Parties, through their counsel.
17. Ability to Sign This Agreement. Durst represents and warrants that he has not transferred or otherwise impaired, by bankruptcy or otherwise, his ability to sign a complete and binding release of any of the claims released in this Agreement.
18. Electronic Signatures and Transmissions. This Agreement may be executed by electronic means via DocuSign. Such signatures are deemed to constitute originals for all purposes. In addition, if either party transmits executed documents in electronic format via email or electronic means, then the other party may rely upon such documents as if they were executed originals.
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IN WITNESS WHEREOF, each of the Parties hereto, either individually or by its duly authorized representative(s), has freely signed this Agreement on the date(s) set forth below:
| BRANCHOUT FOOD, INC. | DOUG DURST | |||
| By: | /s/ Eric Healy | Signature: | /s/ Douglas C. Durst | |
| Its: | CEO | Date: | 29/07/2026 | |
| Date: | July 31, 2026 | |||
| JOHN DALFONSI | CHASE INNOVATIONS, INC. | |||
| Signature: | /s/ John Dalfonsi | By: | /s/ Douglas C. Durst | |
| Date: | July 31, 2026 | Its: | President | |
| Date: | 29/07/2026 | |||
| ERIC HEALY | ||
| Signature: | /s/ Eric Healy | |
| Date: | July 31, 2026 | |
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