BranchOut Food Inc. Announces $5.0 Million Underwritten Public Offering

The offering issues new common shares, with an underwriter option to purchase up to an additional 15% solely for over-allotments.

Rhea-AI Summary

BranchOut Food (BOF) priced an underwritten public offering expected to raise approximately $5.0 million in gross proceeds for the company.

The offering comprises 2,941,177 common shares at $1.70 per share, all sold by the company. Gross proceeds exclude underwriting discounts, commissions and estimated offering expenses. Lake Street Capital Markets is the underwriters' representative and has a 30-day option to purchase up to an additional 15% of the shares sold solely to cover over-allotments. BranchOut expects closing on or about October 26, 2026, subject to customary closing conditions, and intends to use net proceeds for working capital and general corporate purposes, including operating expenses and capital expenditures.

1 point · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 3 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.Approximately $5.0 million in gross proceeds is expected from the underwritten public offering. 15% of market cap

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.2,941,177 new common shares at $1.70 per share will dilute existing holders.
• Minor point. Forward-looking: it has not happened yet and may not happen.30-day over-allotment option permits purchases of up to an additional 15% of shares sold, adding potential dilution.
• Minor point. Forward-looking: it has not happened yet and may not happen.Underwriting discounts, commissions and estimated offering expenses will reduce the proceeds retained by BranchOut.

News Explained

The $5.0 million gross raise equals approximately 163.2 days of second-quarter operating cash use before costs, and remains unreceived pending closing.

BranchOut Food has priced a sale of new common shares, expected to close on or about October 26, 2026, subject to customary conditions; if completed, issuing those shares increases the share count and reduces existing holders’ percentage ownership.

At June 30, 2026, the company reported $0 in cash and investments and second-quarter operating cash outflow of $2,788,251. Against that reported outflow rate, the approximately $5.0 million gross offering equals approximately 163.2 days of operating cash use, before underwriting discounts, commissions and estimated expenses; the proceeds are expected, not yet received.

Sources and calculations

• BranchOut Food $5.0 Million Underwritten Public Offering (2026-10-23)
• Dilution (version supplied)
• BranchOut Food Q2 2026 fundamentals (2026Q2)

• Offering gross against the last reported quarterly operating outflow, in days at that rate $5,000,000 / ($2,788,251 / 91) = 163.2 days

Key Figures

Shares offered: 2,941,177 shares Offering price: $1.70 per share Expected gross proceeds: Approximately $5.0 million +2 more

Shares offered

2,941,177 shares

Underwritten public offering

Offering price

$1.70 per share

Public offering

Expected gross proceeds

Approximately $5.0 million

Before underwriting discounts, commissions and estimated offering expenses

Over-allotment option

Up to 15% of shares; 30 days

Option granted to the underwriters' representative

Expected closing

On or about October 26, 2026

Subject to customary closing conditions

Key Terms

underwritten public offering, over-allotments, form s-3, prospectus supplement

4 terms

underwritten public offering financial

"pricing of an underwritten public offering of 2,941,177 shares"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

over-allotments financial

"solely to cover over-allotments"

An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.

form s-3 regulatory

"offered pursuant to a registration statement on Form S-3"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"made only by means of a prospectus supplement and accompanying prospectus"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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BEND, Ore., Oct. 23, 2026 (GLOBE NEWSWIRE) -- BranchOut Food Inc. (Nasdaq: BOF) (“BranchOut” or the “Company”), a growth-stage consumer packaged foods company focused on developing, manufacturing, marketing and distributing clean-label, plant-based dried fruit and vegetable snacks, today announced the pricing of an underwritten public offering of 2,941,177 shares of its common stock at a public offering price of $1.70 per share (the “Offering”). Gross proceeds to the Company, before deducting underwriting discounts and commissions and estimated offering expenses, are expected to be approximately $5.0 million. All of the shares in the Offering are to be sold by the Company.

Lake Street Capital Markets, LLC is acting as the representative of the underwriters for the Offering. The Company has granted the representative a 30-day option to purchase up to an additional 15% of the shares of common stock sold in the Offering solely to cover over-allotments.

The Offering is expected to close on or about October 26, 2026, subject to satisfaction of customary closing conditions.

The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes, including operating expenses and capital expenditures.

The shares of common stock are being offered pursuant to a registration statement on Form S-3 (File No. 333-299400), which was declared effective by the Securities and Exchange Commission (the “SEC”) on October 16, 2026. The Offering is being made only by means of a prospectus supplement and accompanying prospectus forming a part of the registration statement. A prospectus supplement relating to and describing the terms of the Offering will be filed with the SEC and will be available free of charge on the SEC’s website at www.sec.gov. Copies of the prospectus supplement and accompanying prospectus may also be obtained, when available, from Lake Street Capital Markets, LLC, 121 South 8th Street, Suite 1000, Minneapolis, Minnesota 55402, by telephone at (612) 326-1305 or by email at capitalmarkets@lakestreetcm.com.

Disclaimer

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About BranchOut Food Inc.

BranchOut Food Inc. (Nasdaq: BOF) is a leading international food technology company specializing in the production of high-quality dehydrated fruit- and vegetable-based products through its proprietary GentleDry™ technology. This next-generation dehydration method is designed to preserve the nutrition, quality and taste of fresh produce. BranchOut’s technology enables the Company to serve branded, ingredient and private-label customers. For more information, visit www.branchoutfood.com or follow BranchOut Food on social media.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Offering, the expected grant and potential exercise of the over-allotment option, the Company’s expected use of proceeds and the timing, size, terms and completion of the Offering. Forward-looking statements are generally identified by words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will,” “would” and similar expressions. These forward-looking statements are based on management’s current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including market conditions; the Company’s ability to complete the Offering on acceptable terms or at all; volatility in the market price of the Company’s common stock; the satisfaction of customary closing conditions; and the other risks and uncertainties described under “Risk Factors” in the prospectus supplement relating to the Offering and in the Company’s filings with the SEC, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Readers are cautioned not to place undue reliance on these forward-looking statements. Except as required by law, the Company undertakes no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this press release.

For more information:

ir@branchoutfood.com

SOURCE BranchOut Food Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the price and size of BranchOut Food's public offering?

BranchOut Food priced 2,941,177 common shares at $1.70 per share, with expected gross proceeds of approximately $5.0 million before underwriting discounts, commissions and estimated offering expenses. All shares in the offering are being sold by the company.

When is BranchOut Food's public offering expected to close?

The offering is expected to close on or about October 26, 2026, subject to satisfaction of customary closing conditions.