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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 27, 2026
BRANCHOUT
FOOD INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-41723 |
|
87-3980472 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
| 205
SE Davis Avenue, Bend Oregon |
|
97702 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(844)
263-6637
(Registrant’s
telephone number, including area code)
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:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
BOF |
|
Nasdaq
Capital Market |
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
growth company ☒
If
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
January 27, 2026, BranchOut Food Inc., a Nevada corporation, (the “Company”) entered into an At-The-Market Issuance Sales
Agreement (the “ATM Agreement”) with Alexander Capital, L.P. (“Alexander Capital”). Pursuant to the ATM Agreement,
the Company may from time to time issue and sell to or through Alexander Capital, acting as the Company’s sales agent, shares of
the Company’s common stock, par value $0.001 per share (the “Shares”), having an aggregate offering price of up to
$1,500,000. Sales of the Shares, if any, will be made by any method permitted by law deemed to be an “at the market offering”
as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). As sales agent, Alexander
Capital will offer the Shares at prevailing market prices and will use its commercially reasonable efforts, consistent with its sales
and trading practices, to sell on the Company’s behalf all of the Shares requested to be sold by the Company, subject to the terms
and conditions of the ATM Agreement.
The
Shares will be 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, and a
prospectus supplement related to the offering of the Shares dated January 27, 2026.
The
offering of Shares pursuant to the ATM Agreement will terminate upon the earliest of (i) the sale of all Shares subject to the ATM Agreement,
and (ii) the termination of the ATM Agreement by the Company or Alexander Capital.
The
Company will pay Alexander Capital a commission equal to 3.0% of the gross proceeds from the sale of the Shares sold pursuant to the
ATM Agreement and will reimburse Alexander Capital for certain expenses incurred in connection with its services under the ATM Agreement.
The Company has also agreed to afford Alexander Capital customary indemnification and contribution rights.
The
foregoing description of the ATM Agreement is qualified in its entirety by reference thereto, a copy of which is filed as Exhibit 1.1
to this Current Report on Form 8-K and incorporated herein 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
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
1.1 |
|
At-The-Market Issuance Sales Agreement, dated as of January 27, 2026, between BranchOut Food Inc. and Alexander Capital, L.P. |
| |
|
|
| 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) |
| |
|
|
| Exhibit
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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:
January 27, 2026 |
By: |
/s/
Eric Healy |
| |
|
Eric
Healy, Chief Executive Officer |
