Business Context and Reporting Period
Company: BranchOut Food Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: January 27, 2026
Reporting Period: Event date January 27, 2026
Business Overview: The Company is a Nevada corporation with principal executive offices in Bend, Oregon. It is an emerging growth company with common stock (Symbol: BOF) registered on the Nasdaq Capital Market.
Key Financial Metrics
This filing does not contain audited financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics. The filing focuses exclusively on a new financing agreement.
- Proposed Offering Size: Up to $1,500,000 in aggregate offering price.
- Commission Rate: 3.0% of gross proceeds payable to the sales agent.
- Underlying Registration: Form S-3 (File No. 333-287500), declared effective May 27, 2025.
Material Changes
The primary material change reported is the entry into a definitive agreement for capital raising:
- Agreement Type: At-The-Market (ATM) Issuance Sales Agreement.
- Counterparty: Alexander Capital, L.P., acting as sales agent.
- Terms: The Company may issue and sell shares of common stock at prevailing market prices through Alexander Capital. Sales are subject to market conditions and the terms of the agreement.
- Termination: The agreement terminates upon the sale of all shares or earlier termination by either party.
Guidance, Outlook, and Risks
Management Commentary: The filing does not provide specific forward-looking guidance, earnings outlook, or strategic commentary beyond the execution of the ATM agreement.
Risks and Contingencies:
- Dilution: The issuance of shares under the ATM agreement will result in dilution to existing shareholders.
- Market Dependency: Sales are contingent on prevailing market prices and the sales agent's commercially reasonable efforts.
- Legal Compliance: The report explicitly states it does not constitute an offer to sell securities in any state where such an offer would be unlawful prior to registration or qualification.
Investor Verification Checklist
- Verify the current market price of BOF to assess potential dilution impact from the $1.5 million offering.
- Review the full text of the At-The-Market Issuance Sales Agreement (Exhibit 1.1) for specific termination rights and expense reimbursement details.
- Confirm the status of the underlying Form S-3 Registration Statement (File No. 333-287500) to ensure no subsequent amendments or withdrawals have occurred.
- Check subsequent filings for actual sales activity and proceeds generated under this agreement.