BranchOut Food nets about $4.6M from stock offering
The underwriters’ representative was granted a 30-day option to purchase up to 441,176 additional shares solely to cover over-allotments.
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Rhea-AI Filing Summary
BranchOut Food Inc. (BOF) completed an underwritten public offering of 2,941,177 common shares at $1.70 per share; the offering closed October 26, 2026. All offered shares were sold by BranchOut. Gross proceeds before underwriting discounts, commissions and estimated offering expenses were expected to be approximately $5.0 million. The company received approximately $4.6 million in net proceeds after underwriting discounts and commissions, the representative’s legal fees and estimated offering expenses. Lake Street Capital Markets LLC acted as representative of the underwriters.
BranchOut intends to use the net proceeds for working capital and general corporate purposes, including operating expenses and capital expenditures. The agreement sets a 7.0% underwriting discount on gross proceeds received for the shares and provides for reimbursement of certain expenses. For the 90-day period following October 23, 2026, company officers and directors agreed not to offer, sell, transfer or otherwise dispose of common stock or related convertible, exercisable or exchangeable securities. BranchOut also agreed not to issue or announce specified share or common-stock-equivalent issuances during that period, subject to certain exempt issuances.
Filing Explained
As of June 30, 2026, cash and investments were zero; the completed share issuance dilutes holders, while the company received about $4.6 million net proceeds.
The completed offering issued new common shares, increasing the share count and reducing existing holders’ percentage ownership absent offsetting changes.
The agreement separately gave the underwriters a 30-day option to buy up to 441,176 more shares for over-allotments; this is potential additional issuance, separate from the 2,941,177 shares reported sold.
At
Sources and calculations
- BranchOut Food Inc. Form 8-K (2026-10-23)
- BranchOut Food Inc. second-quarter 2026 fundamentals (2026-06-30)
- Dilution definition (version supplied)
- 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 discount financial
over-allotments financial
prospectus supplement regulatory
common stock equivalents financial
Offering Details
FAQ
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What option did BOF grant the underwriters’ representative?
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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
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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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).
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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 1.01. Entry into a Material Definitive Agreement.
On October 23, 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 2,941,177 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 $1.70 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 441,176 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. 333-299400), which was declared effective by the Securities and Exchange Commission (the “SEC”) on October 16, 2026, the prospectus contained therein, and a prospectus supplement related to the offering of the Shares dated October 23, 2026 (the “Prospectus Supplement”).
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 October 26, 2026. The Company received net proceeds from the Offering of approximately $4,600,000 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 October 23, 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 October 23, 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 October 23, 2026 | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 1 |
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 26, 2026 | By: | /s/ Eric Healy |
| Eric Healy, Chief Executive Officer | ||
| 2 |
Exhibit 99.1
BranchOut Food Inc. Announces $5.0 Million Underwritten Public Offering
BEND, Ore., October 23, 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 2,941,177 shares of its common stock at a public offering price of $1.70 per share (the “Offering”). Gross proceeds to the Company, before deducting underwriting discounts and commissions and estimated offering expenses, are expected to be approximately $5.0 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.
The Offering is expected to close on or about October 26, 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. 333-299400), which was declared effective by the Securities and Exchange Commission (the “SEC”) on October 16, 2026. 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.