BranchOut Food (NASDAQ: BOF) adds $1.5M at-the-market common stock sales deal

Rhea-AI Filing Summary

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.

Insights

Capital markets and dilution analyst

BranchOut adds a $1.5M at-the-market stock sale program.

BranchOut Food has put in place an at-the-market (ATM) facility allowing sales of common stock up to $1,500,000 through Alexander Capital. This structure lets the company issue small amounts of equity directly into the market using its existing Form S-3 shelf registration and a new prospectus supplement.

The commission to Alexander Capital is set at 3.0% of gross proceeds, plus reimbursed expenses, which is typical for ATM arrangements. Actual share issuance will depend on how much of the program the company chooses to use and prevailing trading conditions; timing and pace are not specified.

This filing primarily expands financing flexibility rather than signaling an immediate large capital raise. Future disclosures in company filings may show how much of the $1,500,000 capacity has been utilized and any resulting changes in share count or capital structure.

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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)

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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

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FAQ

What did BranchOut Food Inc. (BOF) announce in this 8-K filing?

BranchOut Food Inc. entered an At-The-Market Issuance Sales Agreement with Alexander Capital, L.P., allowing sales of up to $1,500,000 of common stock. Shares may be sold from time to time through ordinary market transactions under the company’s existing shelf registration.

How much stock can BranchOut Food (BOF) sell under the new at-the-market program?

The company may sell common stock having an aggregate offering price of up to $1,500,000. These shares will be issued over time through Alexander Capital, L.P., as sales agent, under an effective Form S-3 registration and a January 27, 2026 prospectus supplement.

What fees will BranchOut Food (BOF) pay Alexander Capital for at-the-market sales?

BranchOut Food will pay Alexander Capital a commission equal to 3.0% of the gross proceeds from any shares sold under the agreement. The company will also reimburse Alexander Capital for certain expenses incurred while providing sales agent services for this at-the-market program.

Under what registration is BranchOut Food (BOF) issuing shares in this program?

The shares will be issued under BranchOut Food’s Registration Statement on Form S-3, File No. 333-287500, which was declared effective by the SEC on May 27, 2025. A prospectus supplement dated January 27, 2026 specifically covers the at-the-market offering.

When does BranchOut Food’s at-the-market offering program end?

The at-the-market program will end upon the earlier of selling all shares covered by the agreement or termination of the agreement by BranchOut Food or Alexander Capital. This provides flexibility for either party to end the arrangement before the full capacity is used.

Does this 8-K mean BranchOut Food (BOF) is making an immediate offer to sell shares?

The filing establishes the structure for potential future share sales but explicitly states it does not itself constitute an offer to sell or a solicitation to buy. Any actual offers will be made only where legally permitted under applicable securities laws and registration rules.