Branchout Foods Inc. SEC Filings

BranchOut Food director Greg Somerville received a grant of 15,000 stock options on February 10, 2026. Each option gives him the right to buy one share of common stock at an exercise price of $2.96, with no cash paid for the grant itself.

The options vest in six equal monthly installments over the six-month period following the grant date and expire on February 10, 2036 if not exercised. After this transaction, Somerville directly holds 15,000 derivative securities linked to BranchOut Food common stock.

BranchOut Food Inc. director Lindsey Schwartz reported receiving a grant of stock options. On February 10, 2026, Schwartz acquired 20,000 stock options to buy BranchOut Food common stock at an exercise price of $2.96 per share. These options vest in six equal monthly installments over the six-month period following the grant date and expire on February 10, 2036. After this grant, Schwartz directly beneficially owns 20,000 derivative securities related to BranchOut Food common stock.

BranchOut Food Inc. insider transaction: Chief Executive Officer, director, and 10% owner Eric Healy reported receiving two stock option grants on 02/10/2026. Both options are rights to buy Common Stock at a conversion or exercise price of $2.96 per share and expire on 02/10/2036.

One grant covers 15,000 options that vest in six equal monthly installments over the six-month period following the grant date. The other grant covers 435,000 options. Of this larger grant, 261,000 options vest in 36 equal monthly installments after the grant date, 121,800 options vest if the company achieves $30,000,000 of revenue in a 12‑month period while achieving positive EBITDA, and 52,200 options vest if it achieves $40,000,000 of revenue in a 12‑month period while achieving positive EBITDA.

BranchOut Food Inc. director Byron Riche Jones received a grant of stock options covering 20,000 shares of common stock. The options have an exercise price of $2.96 per share and were granted on February 10, 2026.

The options vest in six equal monthly installments over the six-month period following the grant date, meaning they become exercisable gradually rather than all at once. After this grant, Jones directly holds 20,000 derivative securities in the form of these stock options.

BranchOut Food Inc. entered into new financing and reported a debt-to-equity conversion. The company borrowed $1,500,000 from Kaufman Kapital LLC under a Senior Secured Promissory Note bearing 8% annual interest and maturing on January 28, 2027, secured by a lien on substantially all company assets under an existing Security Agreement.

On the same date, Kaufman converted $500,000 of principal from a prior 12% Senior Secured Convertible Promissory Note into 659,457 common shares, issued under an effective Form S-3 registration statement. BranchOut also furnished a press release with selected quarterly and year-end financial results for the period ended December 31, 2025.

BranchOut Food Inc. reported an insider debt conversion by a major holder. On January 28, 2026, 10% owner Kaufman Kapital LLC converted $500,000 of principal from a 12% Senior Secured Convertible Promissory Note into 659,457 shares of common stock at $0.7582 per share.

Following this transaction, the reporting persons beneficially owned 1,659,457 common shares. The note was originally issued on July 24, 2024, and after this partial conversion, $2,900,000 of principal plus accrued interest remains outstanding under the note.

BranchOut Food Inc. entered into an At-The-Market Issuance Sales Agreement with Alexander Capital, L.P. on January 27, 2026. Under this agreement, the company may sell from time to time up to $1,500,000 of its common stock through Alexander Capital, acting as sales agent.

Shares will be sold as ordinary market trades under the company’s effective Form S-3 shelf registration and a January 27, 2026 prospectus supplement. BranchOut Food will pay Alexander Capital a 3.0% commission on gross proceeds and has granted customary indemnification and expense reimbursement rights.

BranchOut Food Inc. is establishing an at-the-market offering program to sell up to $1,500,000 of common stock under its existing $10,000,000 shelf registration.

Shares may be sold from time to time on Nasdaq through Alexander Capital, L.P., which will act as sales agent and earn a 3.0% commission on gross proceeds. Net proceeds will be used for working capital and general corporate purposes, including operating expenses and capital expenditures. The company highlights that these sales can create dilution and that actual shares and proceeds will depend on market prices and demand.

BranchOut Food Inc. (BOF) filed its 2025 proxy for the Annual Meeting on December 30, 2025. Stockholders will vote to elect six directors, approve on a nonbinding basis executive compensation, and ratify M&K CPAS, PLLC as independent auditor for the year ending December 31, 2025.

The record date is November 3, 2025, with 12,327,109 shares of common stock outstanding, each entitled to one vote. The board currently has six members; four are independent under Nasdaq rules. The Audit, Compensation, and Nominating/Governance committees are in place; the Audit Committee presently has no “audit committee financial expert,” and the company is seeking a qualified candidate.

Reported 2024 compensation: CEO Eric Healy total $375,509 (including an option valued at $120,132); CFO John Dalfonsi total $214,356 (including an option valued at $64,356). Related‑party financings disclosed include a 12% senior secured convertible note up to $3,400,000 (convertible at $0.7582 per share) and a $1,200,000 15% senior secured note.