BranchOut Food (BOF) completes $3.40-a-share equity raise
Rhea-AI Filing Summary
BranchOut Food Inc. (BOF) entered into an Underwriting Agreement on August 26, 2026 for an underwritten public offering of 820,588 shares of common stock at $3.40 per share. The shares are issued under existing Form S-3 registration statements, including a Rule 462(b) filing.
The company granted the underwriters a 30-day option to purchase up to 123,088 additional shares to cover over-allotments. The offering closed on August 28, 2026, generating approximately $2.5 million in net proceeds after a 7.0% underwriting discount and expenses. Officers, directors and the company agreed to a 90-day lock-up on additional equity issuances, subject to limited exceptions. BranchOut states it intends to use the net proceeds for working capital and general corporate purposes, including operating expenses and capital expenditures.
Positive
- None.
Negative
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Filing Explained
At June 30, reported cash and investments were zero; the completed offering adds approximately $2.5 million net, while extra shares remain conditional.
The company completed the sale of 820,588 common shares on
Issuing those shares increases the total share count and reduces existing holders’ percentage ownership absent offsetting changes. The Form S-3 provided registration capacity, while this 8-K reports the separate completed issuance and sale.
The additional 123,088 shares are an over-allotment option available for 30 days, not a reported issuance in this filing; any exercise would add further shares.
As of
Sources and calculations
- BranchOut Food Inc. Form 8-K (2026-08-28)
- Form 8-K purpose (current)
- Form S-3 purpose (current)
- Dilution (current)
- BranchOut Food Inc. second-quarter 2026 fundamentals (2026-06-30)
- Available liquidity against the last reported quarterly operating outflow, in days at that rate $0 / ($2,788,251 / 91) = 0 days
8-K Event Classification
Key Figures
Key Terms
Underwriting Agreement financial
over-allotments financial
prospectus supplement regulatory
Rule 462(b) regulatory
GentleDry™ technology technical
over-allotment option financial
FAQ
What size equity offering did BranchOut Food Inc. (BOF) complete?
How much cash will BOF receive from this offering and at what discount?
Does the BOF offering include an over-allotment option for underwriters?
What will BranchOut Food Inc. (BOF) use the net proceeds from the offering for?
Which firms are involved in BOF’s underwritten offering?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On August 26, 2026, BranchOut Food Inc., a Nevada corporation, (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Lake Street Capital Markets LLC as the representative of the underwriters named therein (the “Representative” and any such other underwriters, the “Underwriters”), relating to the issuance and sale by the Company to the Underwriters (the “Offering”) of 820,588 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a price to the public of $3.40 per share, less underwriting discounts and commissions. Pursuant to the Underwriting Agreement, the Representative was granted an option, for a period of 30 days, to purchase from the Company up to 123,088 additional shares of Common Stock, at the same price per share, to cover over-allotments, if any.
The Shares are being sold and issued pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-287500), which was declared effective by the Securities and Exchange Commission (the “SEC”) on May 27, 2025, the prospectus contained therein, a prospectus supplement related to the offering of the Shares dated August 27, 2026 (the “Prospectus Supplement”) and an additional registration statement on Form S-3 (File No. 333-298588) filed pursuant to Rule 462(b) under the Securities Act.
Pursuant to the Underwriting Agreement, the Company agreed to a 7.0% underwriting discount on the gross proceeds received by the Company for the Shares, in addition to reimbursement of certain expenses, made customary representations, warranties and covenants concerning the Company, and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In addition, the officers and directors of the Company have agreed not to offer, sell, transfer or otherwise dispose of any shares of Common Stock, the Company’s common stock, or securities convertible into, or exercisable or exchangeable for, shares of Common Stock, during the 90-day period following the date of the Underwriting Agreement, and the Company agreed that it will not issue or announce the issuance or proposed issuance of any shares of Common Stock or common stock equivalents during the same 90-day period, other than certain exempt issuances.
The Offering closed on August 28, 2026. The Company received net proceeds from the Offering of approximately $2,500,000 after deducting the underwriting discounts and commissions, legal fees of the Representative and estimated offering expenses payable by the Company in connection with the Offering.
As described in the Prospectus Supplement, 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 foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, which has been filed as Exhibit 1.1 to this Current Report on Form 8-K, and incorporated into this Item 1.01 by reference. The legal opinion of Pachulski Stang Ziehl & Jones LLP with respect to the validity of the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K, including the exhibits filed herewith, shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.
Item 8.01. Other Events
On August 27, 2026, the Company issued a press release announcing the pricing of the Offering, a copy of which is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit 1.1 | Underwriting Agreement, dated August 26, 2026, between the Company and Lake Street Capital Markets LLC , as Representative of the Underwriters | |
| Exhibit 5.1 | Opinion of Pachulski Stang Ziehl & Jones LLP | |
| Exhibit 23.1 | Consent of Pachulski Stang Ziehl & Jones LLP (included in Exhibit 5.1) | |
| Exhibits 99.1 | Press Release dated August 27, 2026 | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
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 28, 2026 | By: | /s/ Eric Healy |
| Eric Healy, Chief Executive Officer | ||
| 3 |
Exhibit 99.1
BranchOut Food Inc. Announces $2.79 Million Underwritten Public Offering
BEND, Ore., August 27, 2026 /GlobeNewswire/— 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 820,588 shares of its common stock at a public offering price of $3.40 per share (the “Offering”). Gross proceeds to the Company, before deducting underwriting discounts and commissions and estimated offering expenses, are expected to be approximately $2.79 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. Roth Capital Partners is serving as financial advisor to the Company.
The Offering is expected to close on or about August 28, 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. 333-287500), which was declared effective by the Securities and Exchange Commission (the “SEC”) on May 27, 2025 and an additional registration statement filed pursuant to Rule 462(b) under the Securities Act. 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.