BranchOut Food (NASDAQ: BOF) stock sale now totals $3.2M
Rhea-AI Filing Summary
BranchOut Food Inc. (BOF) reports that underwriters fully exercised their over-allotment option in its recent common stock offering. The option covered 123,088 shares of common stock at $3.40 per share, generating additional gross proceeds of approximately $418,500 before underwriting discounts, commissions and expenses.
After this exercise, the total public offering increased to 943,676 shares of common stock, with aggregate gross proceeds of approximately $3.2 million. The shares were issued under an effective shelf registration statement on Form S-3 and an additional registration statement filed under Rule 462(b), with Lake Street Capital Markets, LLC acting as representative of the underwriters.
Positive
- None.
Negative
- None.
Filing Explained
The completed offering is structurally dilutive to existing holders; approximately $418,500 is gross proceeds before offering costs.
The company reports that the over-allotment exercise closed, completing the sale of
Those additional shares increase the common-share supply and, under the supplied dilution definition, reduce an existing holder’s percentage ownership absent offsetting changes.
As of
Sources and calculations
- BranchOut Food Inc. Form 8-K and Exhibit 99.1 (2026-08-31)
- Dilution definition (2026-07-17)
- BranchOut Food Inc. second-quarter 2026 fundamentals (2026-06-30)
- 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
Over-Allotment Option financial
registration statement on Form S-3 regulatory
Rule 462(b) regulatory
prospectus supplement regulatory
GentleDry™ technology technical
Offering Details
FAQ
What did BOF announce in this 8-K regarding its stock offering?
How much additional capital did BOF raise from the over-allotment option?
What is the total size of BOF’s public offering after the over-allotment exercise?
Under what registration did BOF’s offering and over-allotment occur?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01. Other Events
As previously reported, on August 28, 2026, BranchOut Food Inc., a Nevada corporation, (the “Company”) closed a public offering of 820,588 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a price to the public of $3.40 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 123,088 additional shares of Common Stock (the “Option Shares”), at the same price per share, to cover over-allotments, if any.
On August 31, 2028 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 $418,500, before deducting underwriting discounts and commissions and offering expenses.
On August 31, 2026, the Company issued a press release announcing the exercise of the Over-Allotment Option, a copy of which is furnished 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 August 31, 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: August 31, 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., Aug. 31, 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 123,088 shares at the public offering price of $3.40 per share, resulting in additional gross proceeds to the Company of approximately $418,500. 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 943,676 shares and gross proceeds increased to approximately $3.2 million, before deducting underwriting discounts and commissions and offering expenses. The exercise of the over-allotment option closed on August 31, 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. 333-287500), which was declared effective by the Securities and Exchange Commission (the “SEC”) on May 27, 2025 and an additional registration statement filed pursuant to Rule 462(b) under the Securities Act. 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 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 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.