BranchOut Food adds about $750K in stock offering
Full exercise brought the public offering to 3,382,353 shares and approximately $5,750,000 in gross proceeds before underwriting discounts, commissions and offering expenses.
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Rhea-AI Filing Summary
BranchOut Food Inc. completed the sale of 441,176 additional common shares on October 29, 2026, after the underwriters fully exercised an option granted for a period of 30 days. The shares were sold at the public offering price of $1.70 per share, generating approximately $750,000 in additional gross proceeds before underwriting discounts and commissions and offering expenses.
After the exercise, the public offering totaled 3,382,353 shares sold and approximately $5,750,000 in gross proceeds, before those deductions and expenses. The shares were offered under a Form S-3 registration statement declared effective on October 16, 2026. Lake Street Capital Markets, LLC acted as representative of the underwriters.
Filing Explained
The completed share issuance increases the share count and reduces existing holders’ percentage ownership, absent offsetting changes.
8-K Event Classification
Key Figures
Key Terms
Over-Allotment Option financial
underwriting discounts and commissions financial
gross proceeds financial
prospectus supplement regulatory
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What was the total BOF offering after the over-allotment exercise?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
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(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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
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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 8.01. Other Events
As previously reported, on October 26, 2026, BranchOut Food Inc., a Nevada corporation, (the “Company”) closed a public offering of 2,941,177 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a price to the public of $1.70 per share, less underwriting discounts and commissions, pursuant an underwriting agreement (the “Underwriting Agreement”) between the Company and Lake Street Capital Markets LLC as the representative of the underwriters named therein (the “Representative”). Pursuant to the Underwriting Agreement, the Representative was granted an option (the “Over-Allotment Option”), for a period of 30 days, to purchase from the Company up to 441,176 additional shares of Common Stock (the “Option Shares”), at the same price per share, to cover over-allotments, if any.
On October 29, 2026 the Company completed the sale of the Option Shares upon exercise by the Representative of the Over-Allotment Option, resulting in additional gross proceeds to the Company in the amount of approximately $750,000, before deducting underwriting discounts and commissions and offering expenses.
On October 29, 2026, the Company issued a press release announcing the exercise of the Over-Allotment Option, 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. |
| Exhibits 99.1 | Press Release dated October 29, 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: October 29, 2026 | By: | /s/ Eric Healy |
| Eric Healy, Chief Executive Officer | ||
| 3 |
Exhibit 99.1
BranchOut Food Announces Exercise of Over-Allotment Option in Public Offering
BEND, Ore., October 29, 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 that the underwriters of its previously announced public offering of common stock have fully exercised their option to purchase an additional 441,176 shares at the public offering price of $1.70 per share, resulting in additional gross proceeds to the Company of approximately $750,000. After giving effect to the full exercise of the over-allotment option, the total number of shares sold by BranchOut in the public offering increased to 3,382,353 shares and gross proceeds increased to approximately $5,750,000, before deducting underwriting discounts and commissions and offering expenses. The exercise of the over-allotment option closed on October 29, 2026.
Lake Street Capital Markets, LLC acted as the representative of the underwriters for the offering.
The shares of common stock were 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. A prospectus supplement relating to and describing the terms of the offering has been filed with the SEC and is 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 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 syndicate@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 here.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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 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.