Overview
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- TickerBOF on Nasdaq2
- IndustryFood and Kindred Products2
- HeadquartersBend, United States2
- Incorporated inNV3
- Business address205 Se Davis Avenue,, Suite C, Bend, Or 977023
- Filer category, Emerging growth company3
- Legal formProfit Corporation2
- LEI54930001MFSOL2DPBF982
- StatusActive2
- LEI statusLapsed (not renewed)2
- Registered address112 North Curry Street, 89703 Carson City, United States2
- Registered withBusiness Center (Secretary of State), E19226482021-82
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These ingredients may be used in products such as cereals, snack bars, baked goods, salads, ready-to-eat meals, and other packaged foods.4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
Where the money goes
Where each dollar of revenue went, fiscal 2025
- Cost of revenue85¢$11.7M
- Research and development0¢$7.7K
- Other costs9¢$1.2M
- Interest6¢$780.6K
Out of $13.7M in revenue.56 The company lost money this year.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net revenue | $13.7M | $6.4M |
| Cost of goods sold | $11.7M | $5.7M |
| Gross profit | $2.0M | $781.8K |
| General and administrative | $3.5M | $1.1M |
| Salaries and wages | $1.6M | $1.6M |
| Professional fees | $1.1M | $1.3M |
| Shipping and handling | $633.0K | $459.1K |
| Advertising and promotions | $514.7K | $229.8K |
| Total operating expenses | $7.4M | $4.7M |
| Operating loss | -$5.4M | -$3.9M |
| Interest income | $19.4K | $14.2K |
| Interest expense | -$780.6K | -$863.2K |
| Total other income (expense) | -$761.2K | -$849.1K |
| Net loss | -$6.1M | -$4.8M |
| Gain (loss) on foreign currency translation | $35.4K | -$8.6K |
| Net other comprehensive loss | -$6.1M | -$4.8M |
| Weighted average common shares outstanding - basic | 10.7M shares | 5.7M shares |
| Weighted average common shares outstanding - diluted | 10.7M shares | 5.7M shares |
| Net loss per common share - basic | -$0.57 | -$0.83 |
| Net loss per common share - diluted | -$0.57 | -$0.83 |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.5
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash | $616.3K | $2.3M | |
| Accounts receivable, net | $1.3M | $418.5K | |
| Advances on inventory purchases | $561.2K | $123.8K | |
| Inventory | $2.4M | $1.9M | |
| Prepaid expenses and current assets | $803.5K | $114.4K | |
| Total current assets | $5.7M | $4.9M | |
| Property and equipment, net | $5.7M | $4.1M | |
| Right-of-use assets | $1.4M | $1.6M | |
| Other assets | $1.3M | $1.3M | |
| Other receivable, net of current portion | $435.1K | $680.5K | |
| Note receivable | $360.0K | ||
| Total Assets | $14.5M | $12.9M | |
| Accounts payable | $1.3M | $1.2M | |
| Accrued expenses | $1.0M | $333.6K | |
| Other current liabilities | $912.0K | ||
| Convertible notes payable, related parties, net of discounts, current portion | $3.4M | $3.3M | |
| Operating lease liability, current portion | $53.0K | ||
| Finance lease liability, current portion | $32.6K | $29.2K | |
| Total current liabilities | $6.3M | $8.8M | |
| Notes payable | $34.5K | $34.5K | |
| Equipment notes payable, net of current portion | $965.3K | ||
| Operating lease liability, net of current portion | $1.6M | $1.6M | |
| Finance lease liability, net of current portion | $57.3K | $92.8K | |
| Total Liabilities | $8.9M | $10.5M | |
| Common stock, $0.001 par value, 80,000,000 shares authorized; 13,385,459 and 8,424,600 shares issued and outstanding at December 31, 2025 and 2024, respectively | $13.4K | $8.4K | |
| Additional paid-in capital | $29.2M | $19.9M | |
| Accumulated other comprehensive income (loss) | $26.9K | -$8.6K | |
| Accumulated deficit | -$23.7M | -$17.6M | |
| Total Stockholders Equity | $5.6M | $2.3M | $2.2M |
| Total Liabilities and Stockholders Equity | $14.5M | $12.9M | |
| Preferred stock, par value | $0.00 | $0.00 | |
| Preferred stock, shares authorized | 8.0M shares | 8.0M shares | |
| Preferred stock, shares issued | 0 shares | 0 shares | |
| Preferred stock, shares outstanding | 0 shares | 0 shares | |
| Common stock, par value | $0.00 | $0.00 | |
| Common stock, shares authorized | 80.0M shares | 80.0M shares | |
| Common stock, shares issued | 13.4M shares | 8.4M shares | |
| Common stock, shares outstanding | 13.4M shares | 8.4M shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash | $616.3K | $2.3M | |
| Accounts receivable, net | $1.3M | $418.5K | |
| Advances on inventory purchases | $561.2K | $123.8K | |
| Inventory | $2.4M | $1.9M | |
| Prepaid expenses and current assets | $803.5K | $114.4K | |
| Total current assets | $5.7M | $4.9M | |
| Property and equipment, net | $5.7M | $4.1M | |
| Right-of-use assets | $1.4M | $1.6M | |
| Other assets | $1.3M | $1.3M | |
| Other receivable, net of current portion | $435.1K | $680.5K | |
| Note receivable | $360.0K | ||
| Total Assets | $14.5M | $12.9M | |
| Accounts payable | $1.3M | $1.2M | |
| Accrued expenses | $1.0M | $333.6K | |
| Other current liabilities | $912.0K | ||
| Convertible notes payable, related parties, net of discounts, current portion | $3.4M | $3.3M | |
| Operating lease liability, current portion | $53.0K | ||
| Finance lease liability, current portion | $32.6K | $29.2K | |
| Total current liabilities | $6.3M | $8.8M | |
| Notes payable | $34.5K | $34.5K | |
| Equipment notes payable, net of current portion | $965.3K | ||
| Operating lease liability, net of current portion | $1.6M | $1.6M | |
| Finance lease liability, net of current portion | $57.3K | $92.8K | |
| Total Liabilities | $8.9M | $10.5M | |
| Common stock, $0.001 par value, 80,000,000 shares authorized; 13,385,459 and 8,424,600 shares issued and outstanding at December 31, 2025 and 2024, respectively | $13.4K | $8.4K | |
| Additional paid-in capital | $29.2M | $19.9M | |
| Accumulated other comprehensive income (loss) | $26.9K | -$8.6K | |
| Accumulated deficit | -$23.7M | -$17.6M | |
| Total Stockholders Equity | $5.6M | $2.3M | $2.2M |
| Total Liabilities and Stockholders Equity | $14.5M | $12.9M | |
| Preferred stock, par value | $0.00 | $0.00 | |
| Preferred stock, shares authorized | 8.0M shares | 8.0M shares | |
| Preferred stock, shares issued | 0 shares | 0 shares | |
| Preferred stock, shares outstanding | 0 shares | 0 shares | |
| Common stock, par value | $0.00 | $0.00 | |
| Common stock, shares authorized | 80.0M shares | 80.0M shares | |
| Common stock, shares issued | 13.4M shares | 8.4M shares | |
| Common stock, shares outstanding | 13.4M shares | 8.4M shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net loss | -$6.1M | -$4.8M |
| Depreciation expense | $616.6K | $205.9K |
| Bad debts expense | $25.6K | |
| Amortization of debt discounts | $27.3K | $369.1K |
| Provision for prepaid inventory | $75.6K | |
| Impairment of note receivable | $360.0K | |
| Common stock issued for services | $290.1K | |
| Options and warrants issued for services | $245.4K | $414.6K |
| Fair value adjustment related to warrant modification | $32.1K | $89.9K |
| Accounts receivable | -$900.4K | $191.5K |
| Advances on inventory purchases | -$513.0K | -$123.8K |
| Inventory | -$454.5K | -$1.6M |
| Prepaid expenses and other current assets | -$689.1K | -$66.3K |
| Right-of-use asset | $189.6K | $118.9K |
| Other term asset and receivable | $245.4K | -$1.9M |
| Accounts payable | $58.7K | $811.1K |
| Accrued expenses | -$210.2K | $1.1M |
| Operating lease liability | $41.7K | $25.9K |
| Net cash used in operating activities | -$7.0M | -$4.9M |
| Purchase of property and equipment | -$747.0K | -$2.8M |
| Payments received on notes receivable | $24.6K | |
| Net cash used in investing activities | -$747.0K | -$2.8M |
| Proceeds from convertible notes payable, related parties | $3.3M | |
| Proceeds from notes payable, related party | $2.6M | |
| Repayments on notes payable, related parties | -$2.8M | -$115.0K |
| Repayments on notes payable | -$251.6K | -$448.4K |
| Principal payments on finance lease | -$32.0K | -$9.9K |
| Proceeds from issuance of common stock | $7.6M | $4.5M |
| Proceeds from exercise of warrants | $1.5M | |
| Payment of deferred offering costs | -$73.6K | -$534.1K |
| Net cash provided by financing activities | $6.0M | $9.4M |
| Effect of exchange rate changes on cash | $35.4K | -$8.6K |
| Net increase in cash | -$1.7M | $1.7M |
| Interest paid | $433.6K | $196.0K |
| Equipment purchased with debt financing | $1.5M | $500.0K |
| Relative fair value of warrants issued as a debt discount | $101.9K | |
| Relative fair value of warrants issued in connection with sale of common stock | $51.2K | |
| Initial recognition of right-of-use assets and lease liabilities | $1.5M |
No quarter-by-quarter statement was filed.
Corporate structure
BranchOut Food Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of BranchOut Food Inc.
- KENNEDY CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G on BranchOut Food Inc., latest Aug 14, 2026
- Kaufman Kapital LLC Filed SCHEDULE 13D/A on BranchOut Food Inc., latest Jul 2, 2026 (7 filings since Aug 8, 2024)
- BARD ASSOCIATES INC Filed SCHEDULE 13G on BranchOut Food Inc., latest Dec 3, 2025
- Daniel Louis Kaufman Filed SC 13D on BranchOut Food Inc., latest Oct 17, 2024
- Donald A. Foss Irrevocable Trust Dated August 14, 2022 Filed SC 13G on BranchOut Food Inc., latest Aug 21, 2024
- David Richard Israel Filed SC 13G on BranchOut Food Inc., latest May 24, 2024
- Eric Healy Filed SC 13G on BranchOut Food Inc., latest May 24, 2024
- Fluffco, LLC Filed SC 13G on BranchOut Food Inc., latest May 9, 2024
- BranchOut Food Inc. Bend, Oregon, United States
Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What BranchOut Food Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Property and equipment, before depreciation | $4.6M8 Dec 31, 2024 | $1.2M8 Dec 31, 2023 | +271.4% |
| Accumulated depreciation | $1.1M5 Dec 31, 2025 | $524.2K5 Dec 31, 2024 | +117.6% |
| Property and equipment, net | $5.7M5 Dec 31, 2025 | $4.1M5 Dec 31, 2024 | +40.2% |
| Finance-lease assets | $96.6K5 Dec 31, 2025 | $131.5K5 Dec 31, 2024 | −26.5% |
| Operating-lease assets (leased space) | $1.3M5 Dec 31, 2025 | $1.4M5 Dec 31, 2024 | −10.7% |
Investments
Inventory
| Item | Latest | A year before | Change |
|---|---|---|---|
| Inventory, total | $2.4M5 Dec 31, 2025 | $1.9M5 Dec 31, 2024 | +23.5% |
| Raw materials | $414.7K5 Dec 31, 2025 | $464.7K5 Dec 31, 2024 | −10.8% |
| Work in process | $1.0M5 Dec 31, 2025 | ||
| Finished goods | $922.7K5 Dec 31, 2025 | $1.5M5 Dec 31, 2024 | −37.1% |
Properties, in its own words
Our principal executive office is located at 205 SE Davis Ave., Suite C, Bend, Oregon 97702. We do not maintain a dedicated office at this location and do not own or lease office or other physical facilities in the United States. Our U.S.-based employees work remotely, and we utilize meeting and office space on an as-needed basis without long-term lease commitments.
We operate a manufacturing facility located in Pisco, Peru, which is used for the production of our products and is operated through our wholly owned subsidiary. The facility is currently leased and the lease includes a purchase option. In connection with the bankruptcy of the property owner, we acquired the first mortgage position on the facility. We believe this facility is suitable and adequate for our current operations and anticipated near-term needs.
Item 2 of the 10-K filed Mar 31, 2026.4
Leadership
Who has led BranchOut Food Inc., and when. Pick a name to see everywhere that person has worked.
Chief executive
Chief financial officer
- Chief executive officerEric Healy Jun 13, 2023 to now10
- Chief financial officerJohn Dalfonsi Mar 14, 2024 to now11
- Chief financial officerChristopher Pierce Coulter Nov 22, 2023 to Nov 22, 202312
Board members and other officers (6)
- Board memberLindsey Schwartz Feb 21, 2025 to now13
- Board memberByron Riche Jones Jan 22, 2024 to now14
- Board memberDeven Jain Jul 25, 2024 to now15
- Board memberEric Healy Jun 13, 2023 to now10
- Board memberGreg Somerville Jun 13, 2023 to now16
- Board memberJohn Dalfonsi Jun 16, 2023 to now17
Timeline
- Sep 2, 20268-K Executive or director change18
- Aug 31, 20268-K Other events19
- Aug 28, 20268-K Entered a material agreement; Other events20
- Aug 13, 20268-K Results of operations21
- Aug 4, 20268-K Entered a material agreement; New debt or obligation22
- Jul 1, 20268-K Entered a material agreement; New debt or obligation23
- May 15, 20268-K Entered a material agreement; New debt or obligation24
- May 7, 20268-K Entered a material agreement25
- Apr 17, 20268-K Entered a material agreement; New debt or obligation26
- Mar 20, 20268-K Executive or director change27
- Jan 30, 20268-K Entered a material agreement; Results of operations; New debt or obligation28
- Jan 27, 20268-K Entered a material agreement29
- Jun 13, 2023New chief executive Eric Healy becomes CEO10
- Nov 18, 2021Founded BranchOut Food Inc. is founded2
Calendar
Coming up
- Nov 11, 2026Reports results for the quarter ending Sep/202630
When it reported results
- Aug 13, 2026Reported quarterly or annual results21
- Jan 30, 2026Reported quarterly or annual results28
- Oct 21, 2025Reported quarterly or annual results31
- Aug 13, 2025Reported quarterly or annual results32
- Jan 22, 2024Reported quarterly or annual results33
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
189 filings to the SEC since October 2021: 3 annual reports, 10 quarterly reports, 42 major events, 50 insider forms, 14 large holders, 70 other. The latest 20:
- Oct 9, 2026S-3 EDGAR
- Sep 2, 20268-K EDGAR
- Aug 31, 20268-K EDGAR
- Aug 28, 20268-K EDGAR
- Aug 27, 2026424B5 EDGAR
- Aug 27, 2026S-3MEF EDGAR
- Aug 14, 2026SCHEDULE 13G EDGAR
- Aug 13, 20268-K EDGAR
- Aug 13, 202610-Q EDGAR
- Aug 4, 20268-K EDGAR
- Jul 2, 2026SCHEDULE 13D/A EDGAR
- Jul 1, 20268-K EDGAR
- Jun 16, 20264 EDGAR
- Jun 15, 2026424B3 EDGAR
- Jun 12, 2026EFFECT EDGAR
- Jun 10, 2026CORRESP EDGAR
- Jun 9, 2026UPLOAD EDGAR
- Jun 5, 2026S-3 EDGAR
- Jun 4, 20264 EDGAR
- Jun 4, 2026SCHEDULE 13D/A EDGAR
The 189 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
12 open-market trades by officers, directors and large owners since October 2021: 9 buys and 3 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Jun 16, 2026 | Jones Byron RicheDirector | Buy | 45 | $3.38 | $152 | Form 4 |
| Jun 2, 2026 | Kaufman Daniel Louis10% owner | Sale | 1,189,676 | $3.06 | $3.6M | Form 4 |
| May 12, 2026 | Kaufman Kapital LLC10% owner | Sale | 213,830 | $3.26 | $697.1K | Form 4 |
| May 5, 2026 | Kaufman Daniel Louis10% owner | Sale | 255,951 | $3.29 | $842.1K | Form 4 |
| Apr 21, 2025 | Jones Byron RicheDirector | Buy | 500 | $1.74 | $870 | Form 4 |
| Aug 30, 2024 | Dalfonsi JohnChief Financial Officer | Buy | 131,891 | Form 4 | ||
| Aug 26, 2024 | Jones Byron RicheDirector | Buy | 2,955 | $0.65 | $1.9K | Form 4 |
| Jul 23, 2024 | Healy EricChief Executive Officer | Buy | 527,565 | Form 4 | ||
| Jul 22, 2024 | Jones Byron RicheDirector | Buy | 41,755 | $0.99 | $41.3K | Form 4 |
| Jun 16, 2023 | Dalfonsi JohnChief Financial Officer | Buy | 5,000 | $4.88 | $24.4K | Form 4 |
| Jun 16, 2023 | Healy EricChief Executive Officer | Buy | 2,000 | $5.00 | $10.0K | Form 4 |
| Jun 15, 2023 | Dalfonsi JohnChief Financial Officer | Buy | 25,000 | $6.00 | $150.0K | Form 4 |
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- KENNEDY CAPITAL MANAGEMENT LLCSCHEDULE 13G, 1 filing Aug 14, 202634
- Kaufman Kapital LLCSCHEDULE 13D/A, 7 filings Aug 8, 2024 to Jul 2, 202635
- BARD ASSOCIATES INCSCHEDULE 13G, 1 filing Dec 3, 202536
- Daniel Louis KaufmanSC 13D, 1 filing Oct 17, 202437
- Donald A. Foss Irrevocable Trust Dated August 14, 2022SC 13G, 1 filing Aug 21, 202438
- David Richard IsraelSC 13G, 1 filing May 24, 202439
- Eric HealySC 13G, 1 filing May 24, 202440
- Fluffco, LLCSC 13G, 1 filing May 9, 202441
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
| Year | Executive | Age | Salary | Total pay |
|---|---|---|---|---|
| 2024 | Eric Healy, | 42 | $255.4K | $375.5K42 |
| 2024 | John Dalfonsi, | 60 | $150.0K | $214.4K42 |
| 2023 | Chief Executive Officer and Chairman | $222.5K | $322.5K42 |
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.
| Fund | Shares | Value | Share of the fund | Change |
|---|---|---|---|---|
| Kennedy Capital Management LLC | 1,201,458 | $5.5M | 0.1% | New |
| Bard Associates Inc | 1,030,329 | $4.7M | 1.1% | −4,271 |
| Stifel Financial Corp | 616,300 | $2.8M | 0.0% | +62,031 |
| Vanguard Capital Management LLC | 398,019 | $1.8M | 0.0% | +25,803 |
| Sei Investments Co | 157,210 | $723.2K | 0.0% | −15,194 |
| Informed Momentum Co LLC | 136,047 | $625.8K | 0.1% | −5,598 |
| Geode Capital Management, LLC | 117,711 | $541.5K | 0.0% | +13,044 |
| Renaissance Technologies LLC | 111,400 | $512.4K | 0.0% | +30,973 |
| Citadel Advisors LLC | 109,559 | $504.0K | 0.0% | +94,959 |
| Corsair Capital Management, L.P. | 100,000 | $460.0K | 0.1% | No change |
| Vanguard Fiduciary Trust Co | 57,173 | $263.0K | 0.0% | +403 |
| Crewe Advisors LLC | 45,246 | $208.1K | 0.0% | +20,246 |
| BlackRock, Inc. | 40,266 | $185.2K | 0.0% | +39,551 |
| Clifford Swan Investment Counsel LLC | 30,000 | $138.0K | 0.0% | No change |
| Cascade Financial Partners, LLC | 25,000 | $115.0K | 0.0% | No change |
| State Street Corp | 24,300 | $111.8K | 0.0% | No change |
| Northern Trust Corp | 22,437 | $103.2K | 0.0% | −168 |
| XTX Topco Ltd | 13,302 | $61.2K | 0.0% | −6,640 |
| Bell Bank | 12,500 | $57.5K | 0.0% | New |
| Nwam LLC | 12,398 | $57.0K | 0.0% | No change |
| Jane Street Group, LLC | 10,190 | $46.9K | 0.0% | New |
| UBS Group AG | 8,550 | $39.3K | 0.0% | −2,553 |
| Tower Research Capital LLC (TRC) | 598 | $2.8K | 0.0% | −1,223 |
| Barclays PLC | 273 | $1.3K | 0.0% | New |
| Caitong International Asset Management Co., Ltd | 3 | $14 | 0.0% | New |
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How BranchOut Food Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARBranchOut Food Inc.1
- CIK0001962481
- Employer ID (EIN)87-39804724
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company4
- Incorporated innevada4
- Fiscal year endsDecember 311
- Industry code (SIC)2000 Food and Kindred Products1
- SEC reviewing officeOffice of Manufacturing, Division of Corporation Finance1
- Business address205 Se Davis Avenue,, Suite C, Bend, OR 977021
- Phone844-263-66371
- Shares outstanding15,316,030 as of Aug 13, 20269
- Public float$19.6M as of Jun 30, 20254
- AuditorM&K CPAS, PLLC, The Woodlands, TX PCAOB ID 2738; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceJan 23, 20231
- Filings189 in all: 8-K (42), 4 (38), CORRESP (14), 10-Q (10), 3 (9), UPLOAD (7), 424B5 (6), EFFECT (6)1
All 31 form types
S-1/A (6), S-3 (5), SC 13G (5), SCHEDULE 13D/A (5), 424B4 (4), FWP (4), 10-K (3), 3/A (3), DEF 14A (3), 424B3 (2), DRS (2), PRE 14A (2), S-1 (2), SCHEDULE 13G (2), 8-A12B (1), CERT (1), NT 10-K (1), NT 10-Q (1), S-1MEF (1), S-3MEF (1), S-8 (1), SC 13D (1), SC 13D/A (1)
- Latest filingsAnnual report (10-K) Mar 31, 2026
Quarterly report (10-Q) Aug 13, 2026
Proxy statement (DEF 14A) Nov 14, 2025
Latest 8-K (8-K) Sep 2, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common Stock | BOF | Nasdaq |
From the cover page of the 10-K filed Mar 31, 2026 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks BranchOut Food Inc. names in Item 1A of its 10-K filed Mar 31, 2026: 42 risks under these headings, as written.4
- Risks Related to Our Operating History, Financial Position, and Capital Structure
- We have incurred losses and negative cash flows since inception, and we may not achieve or sustain profitability.
- Our financial statements include an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern.
- We may require additional capital to fund operations and growth, and financing may not be available on acceptable terms or at all.
- Our current growth may not be indicative of our future growth, and our limited operating history may make it difficult to assess our future viability.
- Our indebtedness may adversely affect our financial condition and limit our operational and financial flexibility.
- Failure to maintain compliance with Nasdaq listing requirements could adversely affect the liquidity and market price of our common stock.
- The market price of our common stock may be volatile and subject to significant fluctuations, which could result in losses for investors.
- Our ability to access the capital markets and the issuance of additional securities could dilute existing stockholders and adversely affect the market price of our common stock.
- Risks Related to Our Emerging Growth Company and Smaller Reporting Company Status
- Because we are an emerging growth company and a smaller reporting company, our disclosures may be less comprehensive than those of other public companies.
- Risks Related to Internal Controls and Financial Reporting
The other 33 risks
- If we fail to maintain effective internal control over financial reporting, our ability to produce accurate financial statements could be impaired.
- Risks Related to Customers, Distribution, and Market Demand
- A substantial portion of our net sales is derived from a limited number of customers.
- We generally do not have long-term purchase commitments from customers, and demand forecasting is difficult.
- The consumer-packaged foods industry is highly competitive, and we may be unable to compete effectively.
- Changes in consumer preferences or retailer category strategies could reduce demand for our products.
- Risks Related to Manufacturing, Supply Chain, Agricultural Inputs, and Seasonality
- Our manufacturing operations are concentrated in a single facility in Peru, and any disruption could materially adversely affect our business, results of operations, and financial condition.
- We are exposed to risks associated with operating in Peru.
- Foreign currency fluctuations could adversely affect our results of operations.
- If we are unable to effectively manage growth and scale our systems and controls, our business and reporting could be adversely affected.
- Achieving efficient manufacturing utilization and throughput is important to our margins, and failure to do so could adversely affect profitability.
- Agricultural supply, environmental conditions, and commodity volatility could adversely affect our costs, production, and margins.
- Seasonality in harvest cycles and consumer demand may cause quarterly results to fluctuate and increase working capital requirements.
- Inventory management challenges, product shelf-life limitations, and potential obsolescence could adversely affect our margins, cash flows, and operating results.
- Our insurance coverage may be insufficient to cover all potential losses, which could materially adversely affect our business and financial condition.
- Tariffs imposed on the importation of our products into the United States would increase the cost of our products and could result in decreased demand for our products.
- International logistics and customs processes could increase costs and disrupt service levels.
- Our reliance on a limited number of key suppliers and service providers exposes us to supply chain concentration risk that could disrupt operations and adversely affect our business.
- We rely on third-party service providers for key operational functions, and disruptions or failures by these providers could materially adversely affect our business and results of operations.
- Inflation and cost pressures could increase operating expenses and adversely affect our margins and profitability.
- Political, economic, and social conditions in Peru could adversely affect our operations, costs, and financial results.
- Changes in tax laws, cross-border tax matters, or adverse tax determinations in the United States or Peru could materially adversely affect our financial condition and results of operations.
- Risks Related to Food Safety, Product Liability, and Regulation
- We are subject to extensive food safety, labeling, and product regulations, and noncompliance or quality failures could result in recalls, import holds, enforcement actions, or reputational harm.
- We may be subject to product liability claims and recall.
- Our operations are subject to regulation in multiple jurisdictions, and regulatory changes or increased enforcement could increase costs or disrupt operations.
- Evolving environmental, labor, and sustainability regulations may increase compliance costs and operational complexity.
- Risks Related to Licensed Technology and Intellectual Property
- Our business depends on licensed dehydration technology, and limitations, disputes, or loss of exclusivity could materially harm our business.
- We may be unable to adequately protect our intellectual property and proprietary know-how.
- Risks Related to Information Systems and Cybersecurity
- Disruptions to our information technology systems or cybersecurity incidents could harm operations, financial reporting, and our business.
- Risks Related to Personnel and Business Continuity
- Our success depends on a limited number of key personnel, and we may have difficulty attracting and retaining qualified employees.
- Our Chief Financial Officer is not a full-time employee.
- Labor availability, wage inflation, or workplace safety incidents could increase costs and disrupt operations.
- Risks Related to Corporate Governance
- Our governing documents designate Nevada courts as the exclusive forum for certain stockholder actions.
- Risks Related to Legal Proceedings and Compliance
- We may be subject to litigation, regulatory proceedings, and other legal matters that could materially adversely affect our business, financial condition, and results of operations.
Legal proceedings
From time to time, we may be involved in disputes, claims, or legal proceedings arising in the ordinary course of business, including commercial, contractual, employment, or other matters.
We are party to a lawsuit filed by our former Chief Financial Officer alleging wrongful termination. The complaint was filed on June 25, 2025, in the Superior Court of the State of Washington in and for King County, and seeks damages and other relief. We believe the claims are without merit and intend to vigorously defend against the allegations. We are currently engaged in settlement discussions related to this matter. The ultimate outcome and timing of resolution remain uncertain.
Other than the matter described above, we are not currently a party to any material legal proceedings, and, to our knowledge, no material proceedings are pending or threatened against us, including by governmental or regulatory authorities.
The opening of Item 3, Legal Proceedings.4
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 10SEC EDGAREric Healy, Chief executive officer
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- 13SEC EDGARLindsey Schwartz, Board member
- 14SEC EDGARByron Riche Jones, Board member
- 15SEC EDGARDeven Jain, Board member
- 16SEC EDGARGreg Somerville, Board member
- 17SEC EDGARJohn Dalfonsi, Board member
- 18SEC EDGARExecutive or director change
- 19SEC EDGAROther events
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- 21SEC EDGARResults of operations
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- 25SEC EDGAREntered a material agreement
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- 27SEC EDGARExecutive or director change
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- 29SEC EDGAREntered a material agreement
- 30NasdaqNasdaq calendar
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