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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): November
13, 2025
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
November 13, 2025, BranchOut Food Inc., a Nevada corporation, (the “Company”) entered into an underwriting agreement (the
“Underwriting Agreement”) with Alexander Capital, L.P. 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 1,034,600 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 $2.50 per share, less underwriting discounts and commissions.
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,
and a prospectus supplement related to the offering of the Shares dated November 14, 2025 (the “Prospectus Supplement”).
Pursuant
to the Underwriting Agreement, the Company agreed to an 8.0% 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.
The
Offering closed on November 14, 2025. The Company received net proceeds from the Offering of approximately $2,310,000 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.
On
November 14, 2025, pursuant to the Underwriting Agreement, the Company executed and delivered to the Representative a Common Stock Purchase
Warrant (the “Representative’s Warrant”) to purchase up to 41,384 shares of Common Stock, which may be exercised beginning
on May 13, 2026 (the date that is 180 days following the commencement of sales of Common Stock in connection with the Offering
(the “Commencement Date”)) until November 14, 2030. The initial exercise price of the Representative’s Warrant
is $3.00 per share, which is equal to 120% of the public offering price for the Shares, and the Representative may not effect the disposition
of such warrant for a period of one hundred eighty (180) days following the Commencement Date.
The
foregoing descriptions of each of the Underwriting Agreement and the Representative’s Warrant is qualified in their entirety by
reference to the full text of each of the Underwriting Agreement and Representative’s Warrant, copies of which are attached as
Exhibits 1.1 and 4.1 to this Current Report on Form 8-K, respectively, 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, the Representative’s Warrant and the shares
of Common Stock issuable upon exercise of the Representative’s Warrant, 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
November 13, 2025, 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 November 13, 2025, between the Company and Alexander Capital, L.P., as Representative of the Underwriters |
| Exhibit
4.1 |
|
Representative’s Warrant dated November 14, 2025 |
| 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 November 13, 2025 |
| 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:
November 14, 2025 |
By: |
/s/
Eric Healy |
| |
|
Eric
Healy, Chief Executive Officer |
