BOF / BranchOut Food Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

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

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): August 11, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-41723 BRANCHOUT FOOD INC.

BranchOut Food Achieves Record $1.7M Monthly Revenue in June, Record 27% Gross Margin, and Approaches Breakeven EBITDA

Exhibit 99.1 BranchOut Food Achieves Record $1.7M Monthly Revenue in June, Record 27% Gross Margin, and Approaches Breakeven EBITDA 129% Year-to-Date Revenue Growth, Fast-Moving Inventory, Lower Debt, and June Operational Gains Set the Stage for Continued Strong Performance Key Highlights: ● Record-Breaking June: Achieved highest-ever monthly revenue of about $1.7 million, with 27% gross margin an

PROSPECTUS SUPPLEMENT

Filed Pursuant to Rule 424(b)(5) Registration No. 333-287500 PROSPECTUS SUPPLEMENT (To Prospectus Dated May 27, 2025) Up to $3,000,000 of Common Stock On July 29, 2025, Branchout Food Inc. entered into an At-The-Market Issuance Sales Agreement (the “ATM Agreement”) with Alexander Capital, L.P., as selling agent (“Alexandar Capital” or the “Sales Agent”), relating to shares of our common stock, par

At-The-Market Issuance Sales Agreement, dated as of July 29, 2025, between BranchOut Food Inc. and Alexander Capital, L.P.

Exhibit 1.1 BRANCHOUT FOOD inc. Up to $3,000,000 of Common Stock AT-THE-MARKET ISSUANCE SALES AGREEMENT July 29, 2025 Alexander Capital, L.P. 10 Drs James Parker Boulevard #202 Red Bank, New Jersey 07701 Ladies and Gentlemen: BranchOut Food Inc., a Nevada corporation (the “Company”), proposes to issue and sell through Alexander Capital, L.P., as selling agent (the “Agent”), shares of common stock,

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

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 Nu

8,045,748 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-288512 PROSPECTUS 8,045,748 Shares of Common Stock This prospectus relates to the proposed resale or other disposition by the selling stockholders named in this prospectus of up to 8,045,748 shares of our common stock, consisting of (i) 1,827,429 shares of common stock held by the selling stockholders, (ii) 4,484,305 shares of common stock issu

BranchOut Food Inc. 205 SE Davis Ave., Suite C Bend, Oregon 97702 July 9, 2025

BranchOut Food Inc. 205 SE Davis Ave., Suite C Bend, Oregon 97702 July 9, 2025 Via Edgar Ms. Erin Donahue Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission Washington, D.C. 20549 Re: BranchOut Food Inc. Registration Statement on Form S-3 Filed July 3, 2025 File No. 333-288512 Request for Acceleration Dear Ms. Donahue: Pursuant to Rule 461 under the Sec

Filing Fee Table*

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) BranchOut Food Inc.

As filed with the Securities and Exchange Commission on July 3, 2025

As filed with the Securities and Exchange Commission on July 3, 2025 Registration Statement No.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): June 1, 2025 BRANCHOUT FOOD INC. (Exact name of registrant as specified in its charter) Nevada 001-41723 87-3980472 (State or other jurisdiction (Commission (I.R.S. Employer of incorp

Warrant Exercise and Amendment to Notes And Warrant Agreement, dated as of May 30, 2025, between BranchOut Food Inc. and Kaufman Kapital LLC.

Exhibit 10.1 WARRANT EXERCISE AND AMENDMENT TO NOTES AND WARRANT AGREEMENT THIS WARRANT EXERCISE AND AMENDMENT TO NOTES AND WARRANT AGREEMENT (this “Agreement”), dated as of June 1, 2025, is made by and among BranchOut Food Inc., a Nevada corporation (the “Company”), and Kaufman Kapital LLC (“Kaufman Kapital”). RECITALS WHEREAS, Kaufman Kapital is the holder of a (i) 12% Senior Secured Convertible

BranchOut Food Inc. 205 SE Davis Ave., Suite C Bend, Oregon 97702 May 23, 2025

BranchOut Food Inc. 205 SE Davis Ave., Suite C Bend, Oregon 97702 May 23, 2025 Via Edgar Ms. Kristin Baldwin Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission Washington, D.C. 20549 Re: BranchOut Food Inc. Registration Statement on Form S-3 Filed May 22, 2025 File No. 333-287500 Request for Acceleration Dear Ms. Baldwin: Pursuant to Rule 461 under the

Filing Fee Table**

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) BranchOut Food Inc.

As filed with the Securities and Exchange Commission on May 22, 2025

As filed with the Securities and Exchange Commission on May 22, 2025 Registration Statement No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-41723 BRANCHOUT FOOD INC.

Clawback Policy of BranchOut Food Inc.

Exhibit 97.1 CLAWBACK POLICY This Clawback Policy (this “Policy”) was approved on April 8, 2025, with retroactive effect to December 1, 2023 (the “Effective Date”) by the Compensation Committee of the Board of Directors (the “Board”) of BranchOut Food Inc. (the “Company”). This Policy is adopted pursuant to and intended to comply with Rule 5608 (Recovery of Erroneously Awarded Compensation) (“Rule

Public Deed of First Addendum to the Credit Assignment Agreement and Substitution of Mortgage Creditor, dated December 13, 2024, between BranchOut Food Inc. and Campos Del Sur S.A.

Exhibit 10.21 [Seal – LIMA BAR ASSOCIATION OF NOTARIES] EIGHTEEN THOUSAND EIGHT HUNDRED AND SEVENTY SERIES B No.15904020 [Barcode] J. ANTONIO DEL POZO VALDEZ ATTORNEY - NOTARY PUBLIC OF LIMA Lima Bar Association of Notaries J. ANTONIO DEL POZO VALDEZ NOTARY PUBLIC OF LIMA Juan de Arona 837-845 Telephone: 207-3030 – Fax: 442-7232 Email: [email protected] San Isidro Lima Bar Association of No

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41723 BRANCHOUT FOOD

List of Subsidiaries of BranchOut Food Inc.

EXHIBIT 21.1 LIST OF SUBSIDIARIES State/Country of Subsidiary Incorporation BranchOut Food Inc.(1) Nevada BranchOut Food Sucursal Peru(2) Pisco, Peru (1) Holding company in the form of a corporation (2) Peruvian wholly-owned subsidiary of BranchOut Food Inc. in the form of a branch

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 001-41723 CUSIP NUMBER 105230 106 (Check one): ☒ Form 10-K ☐Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Tra

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): February 13, 2025 BRANCHOUT FOOD INC. (Exact name of registrant as specified in its charter) Nevada 001-41723 87-3980472 (State or other jurisdiction (Commission (I.R.S. Employer of i

Up to $5,000,000 of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-282298 Amendment No. 1 dated February 18, 2025 To Prospectus Supplement dated October 23, 2024 (To Prospectus Dated October 2, 2024) Up to $5,000,000 of Common Stock This Amendment No. 1 to Prospectus Supplement (this “Amendment”), amends our prospectus supplement dated October 23, 2024 (the “Prospectus Supplement”). This Amendment should be re

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): February 18, 2025 BRANCHOUT FOOD INC. (Exact name of registrant as specified in its charter) Nevada 001-41723 87-3980472 (State or other jurisdiction (Commission (I.R.S. Employer of i

First Amendment to At-The-Market Issuance Sales Agreement, dated as of February 18, 2025, between BranchOut Food Inc. and Alexander Capital, L.P.

Exhibit 1.1 BRANCHOUT FOOD inc. FIRST AMENDMENT TO AT-THE-MARKET ISSUANCE SALES AGREEMENT This FIRST AMENDMENT TO AT-THE-MARKET ISSUANCE SALES AGREEMENT (this “Amendment”), dated as of February 18, 2025 (the “Amendment Effective Date”), is made by and between BranchOut Food Inc. (the “Company”) and Alexander Capital, L.P. (the “Agent”). WHEREAS, The Company and the Agent are parties to that certai

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): December 9, 2024 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

BOF / BranchOut Food Inc. / Kaufman Kapital LLC Activist Investment

SC 13D/A 1 kaufmankapitalsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) BranchOut Food Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 105230 106 (CUSIP Number) Daniel L. Kaufman 2158 Park Boulevard San Juan, Puerto Rico 00913 (802) 368-5885 (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-41723 BRANCHOUT FOOD

Other Events, Financial Statements and Exhibits

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): November 12, 2024 BRANCHOUT FOOD INC. (Exact name of registrant as specified in its charter) Nevada 001-41723 87-3980472 (State or other jurisdiction of incorporation) (Commission Fil

PROSPECTUS SUPPLEMENT

Filed Pursuant to Rule 424(b)(5) Registration No. 333-282298 PROSPECTUS SUPPLEMENT (To Prospectus Dated October 2, 2024) Up to $3,000,000 of Common Stock On October 23, 2024, Branchout Food Inc. entered into an At-The-Market Issuance Sales Agreement (the “ATM Agreement”) with Alexander Capital, L.P., as selling agent (“Alexandar Capital” or the “Sales Agent”), relating to shares of our common stoc

At-The-Market Issuance Sales Agreement, dated as of October 23, 2024, between BranchOut Food Inc. and Alexander Capital, L.P. (Incorporated by reference to Exhibit 1.1 of the Company’s Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on October 23, 2024)

Exhibit 1.1 BRANCHOUT FOOD inc. Up to $3,000,000 of Common Stock AT-THE-MARKET ISSUANCE SALES AGREEMENT October 23, 2024 Alexander Capital, L.P. 10 Drs James Parker Boulevard #202 Red Bank, New Jersey 07701 Ladies and Gentlemen: BranchOut Food Inc., a Nevada corporation (the “Company”), proposes to issue and sell through Alexander Capital, L.P., as selling agent (the “Agent”), shares of common sto

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

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): October 23, 2024 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

BOF / BranchOut Food Inc. / Kaufman Daniel Louis Activist Investment

SC 13D 1 danielkaufman13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 BranchOut Food Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 105230 106 (CUSIP Number) Daniel L. Kaufman 2158 Park Boulevard San Juan, Puerto Rico 00913 (802) 368-5885 (Name, Address and Telephon

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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): October 10, 2024 BRANCHOUT FOOD INC. (Exact name of registrant as specified in its charter) Nevada 001-41723 87-3980472 (State or other jurisdiction (Commission (I.R.S. Employer of in

BranchOut Food Inc. 205 SE Davis Ave., Suite C Bend, Oregon 97702 September 30, 2024

BranchOut Food Inc. 205 SE Davis Ave., Suite C Bend, Oregon 97702 September 30, 2024 Via Edgar Mr. Bradley Ecker Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission Washington, D.C. 20549 Re: BranchOut Food Inc. Registration Statement on Form S-3 Filed September 23, 2024 File No. 333-282298 Request for Acceleration Dear Mr. Ecker: Pursuant to Rule 461 un

As filed with the Securities and Exchange Commission on September 23, 2024

As filed with the Securities and Exchange Commission on September 23, 2024 Registration Statement No.

Filing Fee Table**

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) BranchOut Food Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

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

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): August 29, 2024 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

BranchOut Food Delivers Shareholder Update: 2024 Revenue Surges 640% in First Half, Poised for Continued Growth and Debt Elimination by Q4 2025

Exhibit 99.1 BranchOut Food Delivers Shareholder Update: 2024 Revenue Surges 640% in First Half, Poised for Continued Growth and Debt Elimination by Q4 2025 BranchOut Food estimated to finish year at $8 million in Net Revenue ● Net Revenue for 1st half 2024 up over 640% from revenue in 1st half 2023 ● The Company estimates $5 million in Revenue for 2nd half of 2024, double that of the same period

Senior Secured Promissory Note of the Company in the principal amount of $1,200,000, dated August 29, 2024, issued to Kaufman Kapital LLC (Incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on August 30, 2024)

Exhibit 10.1 BRANCHOUT FOOD INC. Senior Secured Promissory Note $1,200,000 August 29, 2024 (the “Issue Date”) FOR VALUE RECEIVED, BRANCHOUT FOOD, INC., a Nevada corporation (the “Company”) with its principal executive office at 205 SE Davis Ave., Suite C, Bend, Oregon 97702, promises to pay to the order of Kaufman Kapital LLC, a Delaware limited liability company, or its registered assigns (the “H

BOF / BranchOut Food Inc. / Donald A. Foss Irrevocable Trust Dated August 14, 2022 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )* BranchOut Food Inc. (Name of Issuer) Common Stock, $.001 par value per share (Title of Class of Securities) 105230 106 (CUSIP Number) Decembe

Financial Statements and Exhibits, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): August 12, 2024 BRANCHOUT FOOD INC. (Exact name of registrant as specified in its charter) Nevada 001-41723 87-3980472 (State or other jurisdiction (Commission (I.R.S. Employer of inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-41723 BRANCHOUT FOOD INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

BOF / BranchOut Food Inc. / Kaufman Kapital LLC Passive Investment

SC 13G 1 kaufmankapital13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) BranchOut Food Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 105230 106 (CUSIP Number) July 24, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriat

Security Agreement between the Company and Kaufman Kapital LLC, dated July 23, 2024 (Incorporated by reference to Exhibit 10.3 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on July 29, 2024)

Exhibit 10.3 SECurity agreement THIS SECURITY AGREEMENT, dated as of July 23, 2024 (this “Agreement”), is made by BranchOut Food Inc., a Nevada corporation (the “Company” or “Grantor”), in favor of Kaufman Kapital LLC, a Delaware limited liability company (the “Lender”). ReCitals A. The Lender and the Company are parties to that certain Securities Purchase Agreement dated as of July 15, 2024 (as a

$1.00 Warrant dated July 23, 2024, issued to Kaufman Kapital LLC

Exhibit 4.2 THIS WARRANT and the Securities that may be purchased upon the exercise of this warrant have been acquired for INVESTMENT AND NOT FOR DISTRIBUTION, AND have NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (the “Act”). Such securities may not be offered for sale, sold, pledged or hypothecated, or otherwise transferred unless and until registration under the act or an ex

Omnibus Amendment to Note Documents, dated July 23, 2024, between the Company and holders of the Company’s Senior Notes (Incorporated by reference to Exhibit 10.4 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on July 29, 2024)

Exhibit 10.4 OMNIBUS AMENDMENT TO NOTE DOCUMENTS THIS OMNIBUS AMENDMENT TO NOTE AGREEMENTS (this “Amendment”), dated as of July 23, 2024, is made by and among BranchOut Food Inc., a Nevada corporation (the “Company”), and the holders of the Company’s Senior Secured Promissory Notes (the “Lenders”) party to this Amendment and Eaglevision Ventures, Inc., a Delaware corporation, as Lender Representat

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 23, 2024 BRANCHOUT FOOD INC. (Exact name of registrant as specified in its charter) Nevada 001-41723 87-3980472 (State or other jurisdiction (Commission (I.R.S. Employer of incor

$1.50 Warrant dated July 23, 2024, issued to Kaufman Kapital LLC

Exhibit 4.3 THIS WARRANT and the Securities that may be purchased upon the exercise of this warrant have been acquired for INVESTMENT AND NOT FOR DISTRIBUTION, AND have NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (the “Act”). Such securities may not be offered for sale, sold, pledged or hypothecated, or otherwise transferred unless and until registration under the act or an ex

12% Senior Secured Convertible Promissory Note of the Company in the principal amount of up to $3,400,000, dated July 23, 2024, issued to Kaufman Kapital LLC

Exhibit 4.1 THIS NOTE AND THE UNDERLYING SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER

Form of $1.50 Warrant issuable under Securities Purchase Agreement dated July 15, 2024 (Incorporated by reference to Exhibit 4.3 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on July 19, 2024)

Exhibit 4.3 THIS WARRANT and the Securities that may be purchased upon the exercise of this warrant have been acquired for INVESTMENT AND NOT FOR DISTRIBUTION, AND have NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (the “Act”). Such securities may not be offered for sale, sold, pledged or hypothecated, or otherwise transferred unless and until registration under the act or an ex

Amendment to Securities Purchase Agreement, dated July 19, 2024, by and among the Company, Daniel L. Kaufman and Kaufman Kapital LLC (Incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on July 19, 2024)

Exhibit 10.2 AMENDMENT TO SECURITIES PURCHASE AGREEMENT THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of July 19, 2024, is made by and among BranchOut Food Inc., a Nevada corporation (the “Company”), Daniel L. Kaufman (“Kaufman”), and Kaufman Kapital LLC (“Kaufman Kapital”). RECITALS WHEREAS, the Company and Kaufman are parties to that certain Securities Purchase Agr

Securities Purchase Agreement, dated July 15, 2024, between the Company and Daniel L. Kaufman (Incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on July 19, 2024)

Exhibit 10.1 BRANCHOUT FOOD INC. SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time, this “Agreement”), is made effective as of July 15, 2024 (the “Effective Date”), by and among BranchOut Food Inc., a Nevada corporation (the “Company”), and Daniel L. Kaufman (the “Investor”). WHEREAS, the Company wishes to i

Unit Subscription Agreement of the Company, dated July 15, 2024 (Incorporated by reference to Exhibit 10.3 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on July 19, 2024)

Exhibit 10.3 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”), between BranchOut Food Inc., a Nevada corporation (the “Company”), and the investor identified on the signature page to this Agreement (the “Investor”), is made and entered into as of July 15, 2024. RECITALS A. Subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Secur

Form of Warrant issuable under Subscription Agreement dated July 15, 2024 (Incorporated by reference to Exhibit 4.4 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on July 19, 2024)

Exhibit 4.4 THIS WARRANT and the Securities that may be purchased upon the exercise of this warrant have been acquired for INVESTMENT AND NOT FOR DISTRIBUTION, AND have NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (the “Act”). Such securities may not be offered for sale, sold, pledged or hypothecated, or otherwise transferred unless and until registration under the act or an ex

Form of $1.00 Warrant issuable under Securities Purchase Agreement dated July 15, 2024 (Incorporated by reference to Exhibit 4.2 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on July 19, 2024)

Exhibit 4.2 THIS WARRANT and the Securities that may be purchased upon the exercise of this warrant have been acquired for INVESTMENT AND NOT FOR DISTRIBUTION, AND have NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (the “Act”). Such securities may not be offered for sale, sold, pledged or hypothecated, or otherwise transferred unless and until registration under the act or an ex

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 15, 2024 BRANCHOUT FOOD INC. (Exact name of registrant as specified in its charter) Nevada 001-41723 87-3980472 (State or other jurisdiction (Commission (I.R.S. Employer of incor

Form of 12% Senior Secured Convertible Promissory Note of the Company in the principal amount of up to $3,400,000 issuable under Securities Purchase Agreement dated July 15, 2024 (Incorporated by reference to Exhibit 4.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on July 19, 2024)

Exhibit 4.1 THIS NOTE AND THE UNDERLYING SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER

Underwriting Agreement, dated June 26, 2024, between the Company and Alexander Capital, L.P., as Representative of the Underwriters (Incorporated by reference to Exhibit 1.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on July 1, 2024)

Exhibit 1.1 UNDERWRITING AGREEMENT by and between BRANCHOUT FOOD INC. And ALEXANDER CAPITAL, L.P., as Representative of the Several Underwriters BRANCHOUT FOOD INC. UNDERWRITING AGREEMENT June 26, 2024 Alexander Capital, L.P. As Representative of the several Underwriters named on Schedule 1 hereto c/o Alexander Capital, L.P. 10 Drs James Parker Boulevard #202 Red Bank, New Jersey 07701 Ladies and

BranchOut Food Announces Closing of $1.4 Million Follow-On Public Offering

Exhibit 99.2 BranchOut Food Announces Closing of $1.4 Million Follow-On Public Offering BEND, OR / June 28, 2024 / BranchOut Food Inc. (NASDAQ: BOF), (“BranchOut” or the “Company”), a leading food technology company specializing in dehydrated fruit and vegetable-based products, today announced the closing of its underwritten public offering of 1,750,000 shares of common stock at a public offering

Representative’s Warrant (Incorporated by reference to Exhibit 4.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on July 1, 2024)

Exhibit 4.1 Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR CAUSE IT TO BE THE SUBJECT OF ANY HED

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

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): June 26, 2024 BRANCHOUT FOOD INC. (Exact name of registrant as specified in its charter) Nevada 001-41723 87-3980472 (State or other jurisdiction (Commission (I.R.S. Employer of incor

BranchOut Food Prices $1.4 Million Follow-On Public Offering

Exhibit 99.1 BranchOut Food Prices $1.4 Million Follow-On Public Offering BEND, OR / June 26, 2024 / BranchOut Food Inc. (NASDAQ: BOF) (“BranchOut” or the “Company”), a leading food technology company specializing in dehydrated fruit and vegetable-based products, today announced the pricing of its underwritten public offering of 1,750,000 shares of common stock at a public offering price of $0.80

1,750,000 Shares of Common Stock 100,625 Shares of Common Stock Underlying the Representative’s Warrants

Filed pursuant to Rule 424(b)(4) Registration Number 333-280428 1,750,000 Shares of Common Stock 100,625 Shares of Common Stock Underlying the Representative’s Warrants We are offering 1,750,000 shares of our common stock at an offering price of $0.

BranchOut Food Inc. 205 SE Davis Ave., Suite C Bend, Oregon 97702 June 25, 2024

BranchOut Food Inc. 205 SE Davis Ave., Suite C Bend, Oregon 97702 June 25, 2024 Via Edgar Mr. Eranga Dias Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: BranchOut Food Inc. Registration Statement on Form S-1 Filed June 24, 2024 File No. 333-280428 Request for Acceleration Dear Mr. Dias: Pursuant to Rule 461 under the Securities A

[Signature Page to Follow]

June 25, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: BranchOut Food, Inc. Registration Statement on Form S-1, as amended File No. 333-280428 Request for Acceleration of Effective Date Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (t

FWP

Filing Fee Table*

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) BranchOut Food Inc.

Form of Underwriting Agreement*

Exhibit 1.1 UNDERWRITING AGREEMENT by and between BRANCHOUT FOOD INC. And ALEXANDER CAPITAL, L.P., as Representative of the Several Underwriters BRANCHOUT FOOD INC. UNDERWRITING AGREEMENT June [●], 2024 Alexander Capital, L.P. As Representative of the several Underwriters named on Schedule 1 hereto c/o Alexander Capital, L.P. 10 Drs James Parker Boulevard #202 Red Bank, New Jersey 07701 Ladies and

Form of Representative’s Warrant*

Exhibit 4.2 Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR CAUSE IT TO BE THE SUBJECT OF ANY HED

Power of Attorney (included on signature page of the initial filing of this Registration Statement)**

As filed with the Securities and Exchange Commission on June 24, 2024 File No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BranchOut Food Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 2000 87-3980472 (State or other jurisdiction of incorporation or organization) (Primary Standard

FWP

As filed with the Securities and Exchange Commission on June 24, 2024

As filed with the Securities and Exchange Commission on June 24, 2024 File No. 333-280428 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BranchOut Food Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 2000 87-3980472 (State or other jurisdiction of incorporation or organiz

Financial Statements and Exhibits, Entry into a Material Definitive Agreement

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): May 23, 2024 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 Num

Third Amendment to License Agreement, dated as of May 23, 2024, between BranchOut Food Inc. and EnWave Corporation (Incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on May 28, 2024)

Exhibit 10.2 CERTAIN INFORMATION HAS BEEN REDACTED BECAUSE IT IS NOT MATERIAL, IS TREATED AS CONFIDENTIAL BY THE REGISTRANT, AND MAY CAUSE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. THIRD AMENDMENT TO LICENSE AGREEMENT THIS THIRD AMENDMENT is made effective this 23rd day of May, 2024 (the “Effective Date”). BETWEEN: ENWAVE CORPORATION, a federally incorporated corporation under the Canada Busin

BOF / BranchOut Food Inc. / Healy Eric Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )* BranchOut Food Inc. (Name of Issuer) Common Stock, $.001 par value per share (Title of Class of Securities) 105230 106 (CUSIP Number) Decembe

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): May 20, 2024 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 Num

BOF / BranchOut Food Inc. / Israel David Richard Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )* BranchOut Food Inc. (Name of Issuer) Common Stock, $.001 par value per share (Title of Class of Securities) 105230 106 (CUSIP Number) Decembe

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

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): May 14, 2024 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 Num

First Amendment to Subscription Agreement dated as of April 16, 2024, between BranchOut Food Inc. and the investors named therein (incorporated by reference to Exhibit 10.4 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on May 20, 2024)

Exhibit 10.4 FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT THIS FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT (this “Amendment”), dated as of April 16, 2024, is by and among BranchOut Food Inc., a Nevada corporation (fka Avolov LLC, an Oregon limited liability company) (the “Company”), the purchasers listed on Appendix A hereto, as the same may be updated from time to time (the “New Purchasers”) and those

As confidentially submitted to the Securities and Exchange Commission on May 17, 2024 pursuant to the Jumpstart Our Business Startups Act of 2012, as amended. All information contained herein is strictly confidential.

As confidentially submitted to the Securities and Exchange Commission on May 17, 2024 pursuant to the Jumpstart Our Business Startups Act of 2012, as amended.

Lease Agreement, dated as of May 10, 2024, between BranchOut Food Inc. and landlord of the Peru Facility (Incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on May 16, 2024)

Exhibit 10.1 THE IDENTITY OF THE COUNTERPARTY TO THIS AGREEMENT AND CERTAIN OTHER INFORMATION HAS BEEN REDACTED BECAUSE IT IS NOT MATERIAL, IS TREATED AS CONFIDENTIAL BY THE REGISTRANT, AND MAY CAUSE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. This Exhibit Is An English Translation Of A Foreign Language Document. The Company Hereby Agrees To Supplementally Furnish To The Securities And Exchange

Assignment of Credit and Substitution of Mortgagee, dated as of May 10, 2024, among BranchOut Food Inc., assignor, and landlord of the Peru Facility (Incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on May 16, 2024)

Exhibit 10.2 THE IDENTITIES OF THE COUNTERPARTIES TO THIS AGREEMENT AND CERTAIN OTHER IDENTIFYING INFORMATION HAVE BEEN REDACTED BECAUSE SUCH INFORMATION IS NOT MATERIAL, IS TREATED AS CONFIDENTIAL BY THE REGISTRANT, AND MAY CAUSE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. This Exhibit Is An English Translation Of A Foreign Language Document. The Company Hereby Agrees To Supplementally Furnish

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): May 10, 2024 BRANCHOUT FOOD INC. (Exact name of registrant as specified in its charter) Nevada 001-41723 87-3980472 (State or other jurisdiction (Commission (I.R.S. Employer of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-41723 BRANCHOUT FOOD INC.

BOF / BranchOut Food Inc. / Fluffco, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )* BranchOut Food Inc. (Name of Issuer) Common Stock, $.001 par value per share (Title of Class of Securities) 105230 106 (CUSIP Number) Decembe

First Amendment to Subscription Agreement dated as of April 16, 2024, between BranchOut Food Inc. and the investors named therein (Incorporated by reference to Exhibit 10.4 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on April 16, 2024)

Exhibit 10.4 FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT THIS FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT (this “Amendment”), dated as of April 16, 2024, is by and among BranchOut Food Inc., a Nevada corporation (fka Avolov LLC, an Oregon limited liability company) (the “Company”), the purchasers listed on Appendix A hereto, as the same may be updated from time to time (the “New Purchasers”) and those

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): April 11, 2024 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 N

Exhibit 4.5

Exhibit 4.5 BRANCHOUT FOOD INC. DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT The following is a brief description of the shares of capital stock of BranchOut Food Inc. (the “Company,” “we,” “us,” or “our”). The brief description is based upon our Articles of Incorporation (as amended, our “Articles of Incorporation”), our Bylaws (our “Bylaws”), and provisions of applic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41723 BRANCHOUT FOOD

BranchOut Announces Preliminary Q4 2023 Revenue of ~$1.6 Million, 43% Sequential Growth Over the Previous Quarter; Revenue Now at ~$6.4 Million Annual Run Rate -Continued Product Line Expansion and Customer Launches Expected to Generate Strong Revenu

Exhibit 99.1 BranchOut Announces Preliminary Q4 2023 Revenue of ~$1.6 Million, 43% Sequential Growth Over the Previous Quarter; Revenue Now at ~$6.4 Million Annual Run Rate -Continued Product Line Expansion and Customer Launches Expected to Generate Strong Revenue Growth in 2024- Bend, Oregon - January 22, 2024 - BranchOut Food Inc. (NASDAQ: BOF), a pioneering food technology company and producer

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): January 22, 2024 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

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

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): January 10, 2024 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

Form of Warrant issued under Subscription Agreement dated as of January 9, 2024, as amended on April 15, 2024 (Incorporated by reference to Exhibit 4.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on January 16, 2024)

Exhibit 4.1 THIS WARRANT and the Securities that may be purchased upon the exercise of this warrant have been acquired for INVESTMENT AND NOT FOR DISTRIBUTION, AND have NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (the “Act”). Such securities may not be offered for sale, sold, pledged or hypothecated, or otherwise transferred unless and until registration under the act or an ex

Form of Senior Secured Note issued under Subscription Agreement dated as of January 10, 2024 between BranchOut Food Inc. and the investors named therein (incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on January 16, 2024)

Exhibit 10.2 THIS INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.

Security Agreement dated as of January 10, 2024, between BranchOut Food Inc. and the investors named therein (incorporated by reference to Exhibit 10.3 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on January 16, 2024)

Exhibit 10.3 SECURITY AGREEMENT THIS SECURITY AGREEMENT, dated as of January 10, 2024 (this “Agreement”), is made by BranchOut Food Inc., a Nevada corporation (fka Avolov LLC, an Oregon limited liability company) (the “Company”), and each of its subsidiaries set forth on Schedule 3.3 hereto (collectively, “Grantor”), in favor of the Lenders set forth on the signature page hereto (each, a “Lender”

Subscription Agreement dated as of January 10, 2024, between BranchOut Food Inc. and the investors named therein (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on January 16, 2024)

Exhibit 10.1 Subscription Agreement This Subscription Agreement (this “Subscription Agreement”), dated as of January 10, 2024, is entered into among BranchOut Food Inc., a Nevada corporation (fka Avolov LLC, an Oregon limited liability company) (the “Company”), and the purchasers listed on Schedule A hereto (each, a “Purchaser” and collectively, the “Purchasers”). Certain definitions used in this

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): January 4, 2024 BRANCHOUT FOOD IN

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): January 4, 2024 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

Certificate of Amendment to Articles of Incorporation of BranchOut Food Inc. filed January 4, 2024 (incorporated by reference to Exhibit 3. of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on January 8, 2024)

Exhibit 3.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-41723 BRANCHOUT FOOD

PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated June 15, 2023) 2,122,155 Shares of Common Stock

Filed pursuant to Rule 424(b)(4) Registration Number 333-271422 PROSPECTUS SUPPLEMENT NO.

Offer Letter to Christopher Coulter dated August 14, 2023

Exhibit 10.1

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): August 14, 2023 BRANCHOUT FOOD INC. (Exact name of registrant as specified in its charter) Nevada 001-41723 87-3980472 (State or other jurisdiction of (Commission (I.R.S. Employer inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-41723 BRANCHOUT FOOD INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 333-271422 CUSIP Number: 105230106 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 333-271422 CUSIP Number: 105230106 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K

Filing Fee Table*

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-8 (Form Type) BranchOut Food Inc.

As filed with the Securities and Exchange Commission July 11, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BRANCHOUT FOOD INC. (Exact name of registrant

As filed with the Securities and Exchange Commission July 11, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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): June 26, 2023 BRANCHOUT FOOD INC.

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): June 26, 2023 BRANCHOUT FOOD INC. (Exact name of registrant as specified in its charter) Nevada 333-271422 87-3980472 (State or other jurisdiction of (Commission (I.R.S. Employer inco

BranchOut Food Inc.’s Code of Business Conduct and Ethics

Exhibit 1.3 CODE OF BUSINESS CONDUCT AND ETHICS It is the general policy of BranchOut Food Inc. (the “Company”) to conduct its business activities and transactions with the highest level of integrity and ethical standards and in accordance with all applicable laws. This Code of Business Conduct and Ethics (this “Code”) reflects the business practices and principles of behavior that support this co

BEND, OR / ACCESSWIRE / June 16, 2023 /

Exhibit 99.3 BEND, OR / ACCESSWIRE / June 16, 2023 / BranchOut Food Inc. (NASDAQ:BOF) (“BranchOut” or the “Company”), an emerging natural food brand with a licensed technology platform that enables manufacturing and marketing of plant-based dehydrated foods, today announced the pricing of its underwritten initial public offering of 1,190,000shares of common stock at an initial public offering pric

BranchOut Food Inc. (Nasdaq:BOF): Receives Commitment From Costco (Nasdaq:COST) to Launch New Snack Product.

Exhibit 99.2 FOR IMMEDIATE RELEASE BranchOut Food Inc. (Nasdaq:BOF): Receives Commitment From Costco (Nasdaq:COST) to Launch New Snack Product. Bend, Oregon - June 21, 2023 - BranchOut Food Inc., a leading provider of high-quality dehydrated fruit and vegetable products, is excited to announce a new commitment from Costco in the Los Angeles region. The Los Angeles region commitment is built on a h

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): June 15, 2023 BRANCHOUT FOOD INC.

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): June 15, 2023 BRANCHOUT FOOD INC. (Exact name of registrant as specified in its charter) Nevada 333-271422 87-3980472 (State or other jurisdiction of (Commission (I.R.S. Employer inco

BranchOut Food Announces Closing of Initial Public Offering

Exhibit 99.4 BranchOut Food Announces Closing of Initial Public Offering Bend, OR June 21, 2023 – BranchOut Food Inc. (NasdaqCM: BOF) (“BranchOut” or the “Company”), an emerging natural food brand with a licensed technology platform that enables manufacturing and marketing of plant-based dehydrated foods, today announced the closing of its underwritten initial public offering of 1,190,000 shares o

Representative’s Warrant

Exhibit 4.1

Underwriting Agreement, dated June 15, 2023, between the Company and Alexander Capital, L.P. as Representative of the Underwriters

Exhibit 1.1

BEND, Ore., June 20, 2023 /PRNewswire/ — BranchOut Food Inc. (NASDAQ:

Exhibit 99.1 BEND, Ore., June 20, 2023 /PRNewswire/ — BranchOut Food Inc. (NASDAQ: BOF), a leading provider of high-quality dehydrated fruit products, is thrilled to announce its recent contract with Walmart (NYSE: WMT). Under the terms of the contract, BranchOut Food Inc. will supply multiple dehydrated fruit items to 2,250 of the retailer’s stores or about 50% of their national locations. This e

Certificate of Amendment to Articles of Incorporation (Incorporated by reference to Exhibit 1.2 of the Company’s form 8-K filed with the Securities and Exchange Commission on June 22, 2023)

Exhibit 1.2

1,190,000 Shares of Common Stock

Filed pursuant to Rule 424(b)(4) Registration Number 333-271422 1,190,000 Shares of Common Stock This is the initial public offering of BranchOut Food Inc.

2,122,155 Shares of Common Stock

Filed pursuant to Rule 424(b)(4) Registration Number 333-271422 2,122,155 Shares of Common Stock This prospectus relates to the offer for resale of up to an aggregate of shares of 2,122,115 common stock, par value $0.

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-1 (Form Type) BranchOut Food Inc.

As filed with the Securities and Exchange Commission on June 16, 2023

As filed with the Securities and Exchange Commission on June 16, 2023 File No. 333-271422 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BRANCHOUT FOOD INC. (Exact Name of Registrant as Specified in its Charter) Nevada 2000 87-3980472 (State or other jurisdiction of incorporation or organization) (Primary Sta

Form 8-A

8-A12B 1 form8a-12b.htm UNITED STATES SECURITIES EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BRANCHOUT FOOD INC. (Exact Name of Company as Specified in its Charter) Nevada 87-3980472 (State or other jurisdiction of (IRS Employer incorporation or organization) Identifica

BranchOut Food Inc. 205 SE Davis Ave., Suite C Bend, Oregon 97702

BranchOut Food Inc. 205 SE Davis Ave., Suite C Bend, Oregon 97702 June 14, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Gregory Herbers and Erin Purnell Re: BranchOut Food Inc. Registration Statement on Form S-1 File No. 333-271422 Dear Ladies and Gentlemen: Reference is made to our letter, filed as corresponde

BranchOut Food Inc. 205 SE Davis Ave., Suite C Bend, Oregon 97702

BranchOut Food Inc. 205 SE Davis Ave., Suite C Bend, Oregon 97702 June 14, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: BranchOut Food Inc. Registration Statement on Form S-1 File No. 333-271422 Dear Ladies and Gentlemen: On behalf of BranchOut Food Inc. (the “Company”), and pursuant to Rule 461 under the Securit

[Signature Page to Follow]

June 14, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: BranchOut Food, Inc. Registration Statement on Form S-1, as amended File No. 333-271422 Withdrawal of Acceleration Request Resubmission of Acceleration Request Ladies and Gentlemen: Reference is made to our letter, filed as correspondence via EDGAR on June 9

Form of Underwriting Agreement

Exhibit 1.1 UNDERWRITING AGREEMENT by and between BRANCHOUT FOOD INC. And ALEXANDER CAPITAL, L.P., as Representative of the Several Underwriters BRANCHOUT FOOD INC. UNDERWRITING AGREEMENT [●], 2023 Alexander Capital, L.P. As Representative of the several Underwriters named on Schedule 1 attached hereto c/o Alexander Capital, L.P. 17 State Street, 5th Floor New York, NY 10004 Ladies and Gentlemen:

Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Form S-1/A filed with the Securities and Exchange Commission by BranchOut Food Inc. on June 13, 2023)

Exhibit 4.1

As filed with the Securities and Exchange Commission on June 13, 2023

As filed with the Securities and Exchange Commission on June 13, 2023 File No. 333-271422 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BranchOut Food Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 2000 87-3980472 (State or other jurisdiction of incorporation or organiz

As filed with the Securities and Exchange Commission on June 9, 2023

As filed with the Securities and Exchange Commission on June 9, 2023 File No. 333-271422 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BranchOut Food Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 2000 87-3980472 (State or other jurisdiction of incorporation or organiza

[Signature Page to Follow]

June 9, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: BranchOut Food, Inc. Registration Statement on Form S-1, as amended File No. 333-271422 Request for Acceleration of Effective Date Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (th

BranchOut Food Inc. 205 SE Davis Ave., Suite C Bend, Oregon 97702

BranchOut Food Inc. 205 SE Davis Ave., Suite C Bend, Oregon 97702 June 9, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: BranchOut Food Inc. Registration Statement on Form S-1 File No. 333-271422 Dear Ladies and Gentlemen: On behalf of BranchOut Food Inc. (the “Company”), and pursuant to Rule 461 under the Securiti

Form of Common Stock Warrant (issued to Selling Stockholders) (incorporated by reference to Exhibit 4.3 of the Form S-1 filed with the Securities and Exchange Commission by BranchOut Food Inc. on June 9, 2023)

Exhibit 4.3 BRANCHOUT FOOD INC. (fka AVOLOV LLC) AMENDMENT NO.2 TO WARRANT This Amendment No. 2 (this “Amendment No. 2”) amends the Warrant No. CA-9 issued by BranchOut Food Inc., a Nevada corporation (fka Avolov LLC, an Oregon limited liability company) (the “Company”), to [ ] (the “Warrant”). Terms not otherwise defined herein shall have the meanings given to them in the Warrant. This Amendment

Form of Indemnification Agreement+ (incorporated by reference to Exhibit 10.1 of the Form S-1/A filed with the Securities and Exchange Commission by BranchOut Food Inc. on June 9, 2023)

Exhibit 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”), dated as of [DATE], is by and between BranchOut Food Inc., a Nevada corporation (the “Company”) and [NAME OF DIRECTOR/OFFICER] (the “Indemnitee”). WHEREAS, [Indemnitee is [a director/an officer] of the Company/the Company expects Indemnitee to join the Company as [a director/an officer]]; WHEREAS, both the Company

Loan Agreement dated March 15, 2023 between BranchOut Food, Inc. as Borrower, and The John & Kristen Hinman Trust Dated February 23, 2016, as Lender (incorporated by reference to Exhibit 10.13 of the Form S-1/A filed with the Securities and Exchange Commission by BranchOut Food Inc. on June 2, 2023)

Exhibit 10.13

Form of Underwriting Agreement*

Exhibit 1.1 UNDERWRITING AGREEMENT by and between BRANCHOUT FOOD INC. And ALEXANDER CAPITAL, L.P., as Representative of the Several Underwriters BRANCHOUT FOOD INC. UNDERWRITING AGREEMENT [●], 2023 Alexander Capital, L.P. As Representative of the several Underwriters named on Schedule 1 attached hereto c/o Alexander Capital, L.P. 17 State Street, 5th Floor New York, NY 10004 Ladies and Gentlemen:

As filed with the Securities and Exchange Commission on June 2, 2023

As filed with the Securities and Exchange Commission on June 2, 2023 File No. 333-271422 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BranchOut Food Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 2000 87-3980472 (State or other jurisdiction of incorporation or organiza

FWP

June 2, 2023

June 2, 2023 Via EDGAR Gregory Herbers and Erin Purnell Division of Corporation Finance Office of Manufacturing Securities and Exchange Commission Washington, D.

FWP

Filing Fee Table***

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-1 (Form Type) BranchOut Food Inc.

As filed with the Securities and Exchange Commission on May 23, 2023

As filed with the Securities and Exchange Commission on May 23, 2023 File No. 333-271422 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BranchOut Food Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 2000 87-3980472 (State or other jurisdiction of incorporation or organiza

As filed with the Securities and Exchange Commission on May 11, 2023

As filed with the Securities and Exchange Commission on May 11, 2023 File No. 333-271422 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BranchOut Food Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 2000 87-3980472 (State or other jurisdiction of incorporation or organiza

Filing Fee Table*

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-1 (Form Type) BranchOut Food Inc.

Bylaws of BranchOut Food Inc. (Incorporated by reference to Exhibit 3.2 of the Company’s form S-1 filed with the Securities and Exchange Commission on June 9, 2023)

Exhibit 3.2 BYLAWS OF BRANCHOUT FOOD INC. DATED NOVEMBER 12, 2021 ARTICLE I OFFICES Section 1.1 Principal Office. The principal office and place of business of BranchOut Food Inc. (the “Corporation”) shall be at 205 SE Davis Ave, Suite C, Bend, OR 97702. Section 1.2 Other Offices. Other offices and places of business either within or without the State of Nevada may be established from time to time

Form of Representative’s Warrant***

Exhibit 4.3 Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR CAUSE IT TO BE THE SUBJECT OF ANY HED

Form of Underwriting Agreement*

Exhibit 1.1 UNDERWRITING AGREEMENT by and between BRANCHOUT FOOD INC. And ALEXANDER CAPITAL, L.P., as Representative of the Several Underwriters BRANCHOUT FOOD INC. UNDERWRITING AGREEMENT [●], 2023 Alexander Capital, L.P. As Representative of the several Underwriters named on Schedule 1 attached hereto c/o Alexander Capital, L.P. 17 State Street, 5th Floor New York, NY 10004 Ladies and Gentlemen:

May 11, 2023

May 11, 2023 Via EDGAR Gregory Herbers and Erin Purnell Division of Corporation Finance Office of Manufacturing Securities and Exchange Commission Washington, D.

Subsidiaries of BranchOut Food Inc.***

Exhibit 21.1 LIST OF SUBSIDIARIES As of the date of this Registration Statement on Form S-1, BranchOut Food Inc. has no subsidiaries.

Form of Convertible Note Subscription Agreement and Form of Convertible Note***

Exhibit 10.12

Executive Employment Agreement between Eric Healy and BranchOut Food Inc. dated December 6, 2022+ (incorporated by reference to Exhibit 10.7 of the Form S-1 filed with the Securities and Exchange Commission by BranchOut Food Inc. on April 24, 2023)

Exhibit 10.7

Form of Senior Secured Note issued to bridge loan investors***

EX-10.5 5 ex10-5.htm Exhibit 10.5

April 24, 2023

April 24, 2023 Via EDGAR Alex King and Erin Purnell Division of Corporation Finance Office of Manufacturing Securities and Exchange Commission Washington, D.

Contract Manufacturing Agreement between BranchOut Food Inc. and NXTDried Superfoods SAC dated January 14, 2022. £ (incorporated by reference to Exhibit 10.9 of the Form S-1 filed with the Securities and Exchange Commission by BranchOut Food Inc. on April 24, 2023)

EX-10.9 9 ex10-9.htm Exhibit 10.9 TEXT MARKED BY [***] IN THE EXHIBIT HAS BEEN OMITTED AS IT (i) IS NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED

Executive Employment Agreement between Douglas Durst and BranchOut Food Inc. dated November 22, 2021+***

Exhibit 10.8 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 22nd day of November 2021 (the “Effective Date”) by and BranchOut Food, Inc., a Nevada Corporation (the “Company”), and Doug Durst (“Executive”) (collectively the “Parties”). PRELIMINARY STATEMENTS The Company desires to employ Executive as Chief Financial Officer (“

2022 Equity Incentive Plan of BranchOut Food Inc.+ ***

EX-10.2 4 ex10-2.htm Exhibit 10.2 BRANCHOUT FOOD INC. 2022 EQUITY INCENTIVE PLAN 1. Establishment and Purpose 1.1 The purpose of the BranchOut Food Inc. 2022 Equity Incentive Plan (as amended from time to time, the “Plan”) is to provide a means whereby eligible employees, officers, non-employee Directors and other individual service providers develop a sense of proprietorship and personal involvem

Filing Fee Table*

Exhibit 107 Calculation of Filing Fee Tables Form S-1 BranchOut Food Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.001 per share(1) Rule 457(o) - $ - $ 11,500,000 (3)

Bylaws of BranchOut Food Inc. (incorporated by reference to Exhibit 3.2 of the Form S-1 filed with the Securities and Exchange Commission by BranchOut Food Inc. on April 24, 2023)

Exhibit 3.2 BYLAWS OF BRANCHOUT FOOD INC. DATED NOVEMBER 12, 2021 ARTICLE I OFFICES Section 1.1 Principal Office. The principal office and place of business of BranchOut Food Inc. (the “Corporation”) shall be at 205 SE Davis Ave, Suite C, Bend, OR 97702. Section 1.2 Other Offices. Other offices and places of business either within or without the State of Nevada may be established from time to time

Articles of Incorporation of BranchOut Food Inc. (incorporated by reference to Exhibit 3.1 of the Form S-1 filed with the Securities and Exchange Commission by BranchOut Food Inc. on April 24, 2023)

Exhibit 3.1 ARTICLES OF INCORPORATION OF BRANCHOUT FOOD INC. The undersigned for the purpose of forming a corporation pursuant to and by virtue of Chapter 78 of the Nevada Revised Statues, hereby adopts and executes the following Articles of Incorporation. ARTICLE I NAME The name of the corporation shall be BranchOut Food Inc. (the “Corporation”). ARTICLE II REGISTERED OFFICE The Corporation may,

Consent of David Israel to be named as director***

Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by BranchOut Food Inc. (the “Company”) of the Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee

Form of Security Agreement issued to bridge loan investors***

Exhibit 10.6

Consent of Greg Somerville to be named as director***

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by BranchOut Food Inc. (the “Company”) of the Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee

Consent of John Dalfonsi to be named as director***

Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by BranchOut Food Inc. (the “Company”) of the Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee

License Agreement between BranchOut Food, Inc. and EnWave Corporation dated May 7, 2021, together with amendments thereto dated October 26, 2022 and February 21, 2023. £ (incorporated by reference to Exhibit 10.11 of the Form S-1 filed with the Securities and Exchange Commission by BranchOut Food Inc. on April 24, 2023)

Exhibit 10.11 TEXT MARKED BY [***] IN THE EXHIBIT HAS BEEN OMITTED AS IT (i) IS NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Power of Attorney (included on signature page of the initial filing of this Registration Statement)***

As filed with the Securities and Exchange Commission on April 24, 2023 Registration No.

Manufacturing and Distributorship Agreement (“MDA”) between BranchOut Food Inc. and Natural Nutrition SpA, a Chilean company (“Nanuva”) dated February 4, 2021. £ (incorporated by reference to Exhibit 10.10 of the Form S-1 filed with the Securities and Exchange Commission by BranchOut Food Inc. on April 24, 2023)

Exhibit 10.10 TEXT MARKED BY [***] HAS BEEN OMITTED AS IT (i) IS NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. MANUFACTURING AND DISTRIBUTORSHIP AGREEMENT ********** AVOLOV LLC And NATURAL NUTRITION SpA Manufacturing and Distributorship Agreement (“Agreement”), dated as of February 4, 2021 (the “Effective Date”), by AVOLOV LLC, an Oregon limited liability company with

LIST OF SUBSIDIARIES

EX-21.1 4 filename4.htm Exhibit 21.1 LIST OF SUBSIDIARIES As of the date of this Registration Statement on Form S-1, BranchOut Food Inc. has no subsidiaries.

As confidentially submitted to the Securities and Exchange Commission on January 23, 2023 pursuant to the Jumpstart Our Business Startups Act of 2012, as amended. All information contained herein is strictly confidential.

DRS 1 filename1.htm As confidentially submitted to the Securities and Exchange Commission on January 23, 2023 pursuant to the Jumpstart Our Business Startups Act of 2012, as amended. All information contained herein is strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

EX-10.6

Exhibit 10.6

EX-10.5

EX-10.5 2 filename2.htm Exhibit 10.5