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BranchOut Food Inc. reported an insider debt conversion by a major holder. On January 28, 2026, 10% owner Kaufman Kapital LLC converted $500,000 of principal from a 12% Senior Secured Convertible Promissory Note into 659,457 shares of common stock at $0.7582 per share.
Following this transaction, the reporting persons beneficially owned 1,659,457 common shares. The note was originally issued on July 24, 2024, and after this partial conversion, $2,900,000 of principal plus accrued interest remains outstanding under the note.
BranchOut Food Inc. entered into an At-The-Market Issuance Sales Agreement with Alexander Capital, L.P. on January 27, 2026. Under this agreement, the company may sell from time to time up to $1,500,000 of its common stock through Alexander Capital, acting as sales agent.
Shares will be sold as ordinary market trades under the company’s effective Form S-3 shelf registration and a January 27, 2026 prospectus supplement. BranchOut Food will pay Alexander Capital a 3.0% commission on gross proceeds and has granted customary indemnification and expense reimbursement rights.
BranchOut Food Inc. is establishing an at-the-market offering program to sell up to $1,500,000 of common stock under its existing $10,000,000 shelf registration.
Shares may be sold from time to time on Nasdaq through Alexander Capital, L.P., which will act as sales agent and earn a 3.0% commission on gross proceeds. Net proceeds will be used for working capital and general corporate purposes, including operating expenses and capital expenditures. The company highlights that these sales can create dilution and that actual shares and proceeds will depend on market prices and demand.
BranchOut Food Inc. (BOF) filed its 2025 proxy for the Annual Meeting on December 30, 2025. Stockholders will vote to elect six directors, approve on a nonbinding basis executive compensation, and ratify M&K CPAS, PLLC as independent auditor for the year ending December 31, 2025.
The record date is November 3, 2025, with 12,327,109 shares of common stock outstanding, each entitled to one vote. The board currently has six members; four are independent under Nasdaq rules. The Audit, Compensation, and Nominating/Governance committees are in place; the Audit Committee presently has no “audit committee financial expert,” and the company is seeking a qualified candidate.
Reported 2024 compensation: CEO Eric Healy total $375,509 (including an option valued at $120,132); CFO John Dalfonsi total $214,356 (including an option valued at $64,356). Related‑party financings disclosed include a 12% senior secured convertible note up to $3,400,000 (convertible at $0.7582 per share) and a $1,200,000 15% senior secured note.
BranchOut Food Inc. completed an underwritten public offering of 1,034,600 common shares at $2.50 per share. After underwriting discounts and offering expenses, the company reported net proceeds of approximately $2,310,000. The shares were issued under an effective Form S-3 and a related prospectus supplement.
The underwriting discount was 8.0% of gross proceeds, and the company agreed to customary indemnification and expense reimbursements. As disclosed, net proceeds will be used for working capital and general corporate purposes, including operating expenses and capital expenditures. In connection with the transaction, the representative received a warrant to purchase up to 41,384 shares at an exercise price of $3.00 per share, exercisable from May 13, 2026 through November 14, 2030, with transfer restrictions for 180 days following the commencement date.
BranchOut Food Inc. (Nasdaq: BOF) launched a primary offering of 1,034,600 shares of common stock at $2.50 per share, for gross proceeds of $2,586,500. The company expects approximately $2,310,000 in net proceeds after underwriting discounts and estimated expenses. Alexander Capital, L.P. is the sole underwriter on a firm commitment basis.
The company is also registering a Representative’s Warrant to purchase up to 41,384 shares at $3.00 per share (120% of the offering price), along with the underlying shares. Proceeds are earmarked for working capital and general corporate purposes.
Shares outstanding were 12,345,859 prior to the offering and are expected to be 13,380,459 after the offering. Based on September 30, 2025 data, pro forma net tangible book value is $0.45 per share, implying dilution of $2.05 to new investors at the $2.50 offering price. The underwriter’s discount is 8% ($206,920). A 30‑day company lock‑up applies, and the Representative’s Warrant is not exercisable for 180 days and expires five years after closing.
BranchOut Food Inc. reported Q3 2025 results showing continued top-line growth alongside ongoing losses and liquidity pressure. Net revenue reached $3.22 million for the quarter, up from $2.18 million a year ago. For the nine months, net revenue rose to $9.71 million from $5.01 million, reflecting increased production from its Peru facility.
Gross profit was $0.57 million in Q3, but operating loss widened to $1.43 million, and net loss was $1.57 million. Year-to-date net loss was $4.09 million. Cash ended at $812,007, down from $2.33 million at year-end, even as net cash from financing was $4.09 million driven by ATM sales and warrant exercises. Working capital was $2.12 million as of September 30, 2025. The company disclosed substantial doubt about its ability to continue as a going concern and is seeking additional capital.
Shares outstanding were 12,345,859 as of November 12, 2025. The quarter included ATM issuances (aggregate net proceeds $5.24 million through 2024/2025 programs) and cash warrant exercises. Related-party convertible notes were $3.35 million (noncurrent), while Eagle Vision senior notes were repaid. Customer concentration remained high, with three customers comprising about 96% of nine-month revenue.
BranchOut Food Inc. (BOF) furnished an 8-K announcing it issued a press release with selected financial results for its quarterly and nine-month periods ended September 30, 2025. The press release is attached as Exhibit 99.1.
The company states the information, including Exhibit 99.1, is furnished, not filed under the Exchange Act and is not subject to Section 18 liabilities, and it will not be incorporated by reference into other filings except as expressly set forth. BOF’s common stock trades on the Nasdaq Capital Market.
BranchOut Food Inc. reported that on October 9, 2025 it entered into an Independent Contractor Agreement with an affiliate of David Israel. Under this agreement, Mr. Israel will provide business development services focused on supporting sales to new customers.
The company also disclosed that, pursuant to this agreement, David Israel resigned as a director of BranchOut Food effective October 10, 2025. This filing highlights a shift in his role from board member to an external business development contractor.
BranchOut Food Inc. entered into two key agreements with EnWave Corporation. The companies signed a Fifth Amendment to their existing License Agreement, under which EnWave granted BranchOut a global exclusive license, subject to two existing third-party licenses, to manufacture Dragon Fruit products using EnWave’s technology.
BranchOut also signed an Equipment Purchase Agreement to buy a refurbished 120kW REV vacuum microwave from EnWave for $1,500,000. The purchase price will be paid in 24 equal monthly installments starting April 1, 2026 under a secured promissory note bearing 8.00% annual interest, with the equipment serving as collateral.