[8-K] BranchOut Food Inc. Reports Material Event

Rhea-AI Filing Summary

Filing overview: On 29 Jul 2025 Orin Hirschman and AIGH Capital Management LLC filed Amendment No. 1 to Schedule 13G on Verastem, Inc. (VSTM). The amendment reports aggregate beneficial ownership of 2,003,179 common shares, representing 3.6 % of Verastem’s outstanding stock as of 30 Jun 2025.

Key details

• All shares are held with sole voting and dispositive power; no shared power is reported.
• Item 5 states the group now owns “5 percent or less” of the class, indicating the stake has fallen below the 5 % threshold that triggered the original Schedule 13G.
• The shares are owned by AIGH Investment Partners, L.P. and WVP Emerging Manager Onshore Fund, LLC – AIGH Series, for which AIGH Capital acts as adviser; Hirschman signs as managing member.

Investor take-away: A former 5 %-plus holder has reduced its position to 3.6 %. While the group remains a meaningful shareholder, the trim may signal lower conviction or portfolio rebalancing; the reduced stake also lessens any single-holder influence over corporate decisions.

Positive

• Retention of 2.0 M shares (3.6 %) means the investor group still has a meaningful, though reduced, position in VSTM.

Negative

• Stake fell below the 5 % threshold, implying the group sold shares and reducing perceived commitment and potential support for the stock.

Insights

Portfolio Manager

TL;DR: Large holder cut stake below 5 %; signals diminished commitment and possible selling pressure.

The move from >5 % to 3.6 % removes AIGH/Orin Hirschman from the list of Section 13(d) “active” owners, reducing potential influence over governance and proxy outcomes. Liquidation of roughly 900 k+ shares (exact prior level not disclosed here) may create short-term supply and suggests lowered risk-adjusted return expectations. Nonetheless, retaining 2 M shares shows continued, albeit smaller, alignment. I view the development as modestly negative for sentiment but not thesis-changing.

Corporate Governance Analyst

TL;DR: Compliance-driven amendment; governance impact limited.

This filing mainly updates ownership disclosure and certifies ordinary-course intent under Rule 13d-1. No change in control or activist language appears. Governance risk is therefore minimal, and board dynamics should remain unchanged. Investors should simply note the ownership update for modeling purposes.

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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): July 29, 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 July 29, 2025, 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 $3,000,000. 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 July 29, 2025.

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 July 29, 2025, 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: July 29, 2025	By:	/s/ Eric Healy
		Eric Healy, Chief Executive Officer

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FAQ

How many Verastem (VSTM) shares does Orin Hirschman now hold?

The filing lists 2,003,179 common shares beneficially owned.

What percentage of Verastem's outstanding shares is represented by this stake?

The position equals 3.6 % of the company’s common stock.

Why was an amended Schedule 13G/A filed?

Item 5 shows ownership dropped below 5 %, requiring an update to the original 13G.

Who are the reporting persons in this filing?

AIGH Capital Management LLC, AIGH Investment Partners LLC and Orin Hirschman.

What is the CUSIP number for Verastem common stock?

The CUSIP is 92337C203.

When did the event triggering the filing occur?

The relevant event date is 30 June 2025; the document was signed 29 July 2025.

Do the reporting persons share voting or dispositive power with others?

No. The filing reports sole voting and dispositive power over all disclosed shares.