BranchOut Food Inc
For the period ended Sep 9, 2024. Filed Sep 9, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Sep 9, 2024 · Filed Sep 9, 2024
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DEF 14A 1 formdef14a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to § 240.14a-11(c) or § 240.14a-2 |
BRANCHOUT FOOD INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|
| ☐ | Fee paid previously with preliminary materials. |
|---|
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
|---|
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on October 14, 2024
Dear Stockholders of BranchOut Food Inc.:
We are pleased to invite you to attend our 2024 Annual Meeting of Stockholders to be held on October 14, 2024, at 9:30 a.m. Pacific Standard Time at our principal offices located at SE Davis Ave, Suite C, Bend, Oregon 97702 (the “Annual Meeting”). The Annual Meeting is being held for the following purposes:
| 1. | To elect six directors to our Board of Directors to serve until the next Annual Meeting of Stockholders or until their successors have been duly elected or appointed and qualified; |
| 2. | To approve, for purposes of complying with Nasdaq Listing Rule 5635(b), the conversion in full of the 12% Senior Secured Convertible Promissory Note in the principal amount of up to $3,400,000 (the “Convertible Note”) that we issued to Kaufman Kapital LLC (“Kaufman”) on July 24, 2024; |
| 3. | To approve, for purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(d), the exercise in full of Warrants to purchase an aggregate of 1,500,000 shares of our common stock (the “Kaufman Warrants”) that we issued to Kaufman on July 24, 2024; |
| 4. | To approve, for purposes of complying with Nasdaq Listing Rules 5635(c) and Rule 5635(d), the exercise in full of Warrants to purchase an aggregate of 865,536 shares of our common stock (the “Investor Warrants”) that we issued in a private placement to three investors, consisting of Eric Healy, our Chief Executive Officer; an affiliate of John Dalfonsi, our Chief Financial Officer; and our President; |
| 5. | To approve, on a nonbinding advisory basis, the compensation of our named executive officers; |
| 6. | To approve, on a nonbinding advisory basis, on the preferred frequency of holding an advisory vote on executive compensation; |
| 7. | To ratify the appointment of M&K CPAS, PLLC as our independent registered public accountants for the fiscal year ending December 31, 2024; and |
| 8. | To transact such other business that may properly come before the Annual Meeting or any adjournment or postponement thereof. |
Our Board of Directors has fixed the close of business on September 6, 2024 as the record date for the Annual Meeting. Only stockholders of record as of September 6, 2024 may vote at the Annual Meeting or any postponements or adjournments of the meeting. This notice of annual meeting, proxy statement, and form of proxy are being made available on or about September 10, 2024.
Your vote is important. Whether or not you plan to attend the Annual Meeting, we would like for your shares to be represented. Please vote as soon as possible via the Internet, telephone, or mail.
Sincerely,
Eric Healy
Chief Executive Officer
September 10,2024
PROXY STATEMENT
BRANCHOUT FOOD INC.
2024 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On October 14, 2024
TABLE OF CONTENTS
| Page | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING | 2 |
| DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE | 6 |
| EXECUTIVE COMPENSATION | 11 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 14 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 17 |
| PROPOSAL ONE: ELECTION OF DIRECTORS | 19 |
| PROPOSAL TWO: APPROVAL OF THE CONVERSION IN FULL OF THE CONVERTIBLE PROMISSORY NOTE THAT WE ISSUED TO KAUFMAN KAPITAL LLC | 20 |
| PROPOSAL THREE: APPROVAL OF THE EXERCISE IN FULL OF WARRANTS TO PURCHASE 1,500,000 SHARES OF COMMON STOCK THAT WE ISSUED TO KAUFMAN KAPITAL LLC | 21 |
| PROPOSAL FOUR: APPROVAL OF THE EXERCISE IN FULL OF WARRANTS TO PURCHASE 865,536 SHARES OF OUR COMMON STOCK THAT WE ISSUED AN A PRIVATE PLACEMENT TO COMPANY AFFILIATES | 22 |
| PROPOSAL FIVE: ADVISORY VOTE ON EXECUTIVE COMPENSATION | 23 |
| PROPOSAL SIX: ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY, NON-BINDING VOTE ON EXECUTIVE COMPENSATION | 23 |
| PROPOSAL SEVEN: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS | 24 |
| AUDIT COMMITTEE REPORT | 25 |
| OTHER MATTERS | 25 |
PROXY STATEMENT
FOR 2024 ANNUAL MEETING OF STOCKHOLDERS
To Be Held at 9:30 a.m. Pacific Standard Time on October 14, 2024
This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our Board of Directors (the “Board” or “Board of Directors”) for use at the 2024 Annual Meeting of Stockholders of BranchOut Food Inc., a Nevada corporation, and any postponements, adjournments or continuations thereof (the “Annual Meeting”). The Annual Meeting will be held on October 14, 2024 at 9:30 a.m. Pacific Standard Time at our principal offices located at SE Davis Ave, Suite C, Bend, Oregon 97702. References in this Proxy Statement to “we,” “us,” “our,” the “Company” or “BranchOut Food” refer to BranchOut Food Inc.
THE INFORMATION PROVIDED IN THE “QUESTION AND ANSWER” FORMAT BELOW IS FOR YOUR CONVENIENCE ONLY AND IS MERELY A SUMMARY OF THE INFORMATION CONTAINED IN THIS PROXY STATEMENT. YOU SHOULD READ THIS ENTIRE PROXY STATEMENT CAREFULLY.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.