Business Context and Reporting Period
Company: BranchOut Food Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: November 13, 2025
Reporting Period: Event date November 13, 2025; Offering closed November 14, 2025.
Context: The Company, an emerging growth company incorporated in Nevada, entered into a material definitive agreement to conduct a public offering of common stock.
Key Financial Metrics
Offering Details:
- Shares Issued: 1,034,600 shares of Common Stock.
- Public Offering Price: $2.50 per share.
- Gross Proceeds: Approximately $2,586,500 (calculated as 1,034,600 shares x $2.50).
- Underwriting Discount: 8.0% of gross proceeds.
- Net Proceeds: Approximately $2,310,000 (after deducting underwriting discounts, commissions, legal fees, and estimated offering expenses).
Warrant Issuance:
- Instrument: Representative's Warrant to purchase up to 41,384 shares of Common Stock.
- Exercise Price: $3.00 per share (120% of public offering price).
- Exercise Period: May 13, 2026, through November 14, 2030.
Liquidity and Debt:
- The filing does not provide specific data on existing debt, cash flow, or liquidity positions prior to this offering.
- Net proceeds are designated for working capital and general corporate purposes, including operating expenses and capital expenditures.
Material Changes
This filing reports a discrete capital event rather than a comparative financial period. The material change is the increase in equity capital and the issuance of new shares and warrants as of November 14, 2025. No prior comparable period financial metrics are provided in this document to assess year-over-year or quarter-over-quarter changes in revenue or profit.
Guidance, Outlook, and Risks
Use of Proceeds: Management intends to utilize the net proceeds for working capital, general corporate purposes, operating expenses, and capital expenditures.
Risks and Contingencies:
- Dilution: The issuance of 1,034,600 new shares and 41,384 warrant shares will result in dilution to existing shareholders.
- Market Conditions: The offering was priced at $2.50 per share; future stock performance is subject to market conditions.
- Legal Compliance: The offering is subject to registration and qualification under state securities laws.
Unusual Items: The filing includes the execution of a Representative's Warrant with a 180-day lock-up period on disposition and a 180-day delay before the exercise period begins.
Investor Verification Checklist
- Verify the final closing date and actual net proceeds received versus the estimated $2,310,000.
- Confirm the exact number of shares outstanding post-offering to calculate dilution impact.
- Review the full text of the Underwriting Agreement (Exhibit 1.1) for specific covenants and indemnification terms.
- Check the Company's latest 10-K or 10-Q for pre-offering liquidity and debt levels to assess the significance of the new capital.
- Monitor the stock price relative to the $3.00 warrant exercise price to evaluate the likelihood of warrant exercise.