BranchOut Food Inc. Files 8-K for Material Agreement

TL;DR

BranchOut Food Inc. signed a big deal on 6/26. 8-K filed.

AI Summary

BranchOut Food Inc. entered into a material definitive agreement on June 26, 2024. The filing also includes other events and financial statements/exhibits. The company is incorporated in Nevada and its principal executive offices are located in Bend, Oregon.

Why It Matters

This filing indicates a significant new agreement for BranchOut Food Inc., which could impact its business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Numbers

• 001-41723 — SEC File Number (Identifies the company's filing history with the SEC.)
• 87-3980472 — IRS Employer Identification Number (Company's tax identification number.)

Key Players & Entities

• BranchOut Food Inc. (company) — Registrant
• June 26, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• Bend, Oregon (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share BOF Nasdaq Capital Marke
• $0.80 — on Stock"), at a price to the public of $0.80 per share, less underwriting discounts
• $940,000 — eeds from the Offering of approximately $940,000 after deducting the underwriting discou
• $0.96 — rice of the Representative's Warrant is $0.96 per share, which is equal to 120% of th

Filing Documents

• form8-k.htm (8-K) — 48KB
• ex1-1.htm (EX-1.1) — 337KB
• ex4-1.htm (EX-4.1) — 126KB
• ex99-1.htm (EX-99.1) — 13KB
• ex99-2.htm (EX-99.2) — 12KB
• ex99-1_001.jpg (GRAPHIC) — 19KB
• ex99-2_001.jpg (GRAPHIC) — 19KB
• 0001493152-24-025789.txt ( ) — 865KB
• bof-20240626.xsd (EX-101.SCH) — 3KB
• bof-20240626_lab.xml (EX-101.LAB) — 33KB
• bof-20240626_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On June 26, 2024, BranchOut Food Inc., a Nevada corporation (the "Company"), entered into an underwriting agreement (the "Underwriting Agreement") with Alexander Capital, L.P. as the representative of the underwriters named therein (the "Representative" and such other underwriters, the "Underwriters"), relating to the issuance and sale by the Company to the Underwriters (the "Public Offering") of 1,750,000 shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), at a price to the public of $0.80 per share, less underwriting discounts and commissions. Pursuant to the Underwriting Agreement, the Representative was granted an option (the "Over-Allotment Option"), for a period of 45 days, to purchase from the Company up to 262,500 additional shares of Common Stock, at the same price per share, to cover over-allotments, if any. The material terms of the Offering are described in the final prospectus, dated June 26, 2024 (the "Prospectus"), as filed by the Company with the Securities and Exchange Commission (the "SEC") pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act") on June 28, 2024. The Public Offering was conducted pursuant to a registration statement, as amended, on Form S-1 (File No. 333-280428), initially filed by the Company under the Securities Act with the SEC on June 24, 2024, which was declared effective on June 26, 2024 (the "Registration Statement"). Pursuant to the Underwriting Agreement, the Company agreed to an 8.0% underwriting discount on the gross proceeds received by the Company for the Shares, in addition to reimbursement of certain expenses, made customary representations, warranties and covenants concerning the Company, and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act. In addition, the officers and directors of the Company have agr

01 Other Events

Item 8.01 Other Events. On June 26, 2024, the Company issued a press release announcing the pricing of the Public Offering and on June 28, 2024, the Company issued a press release announcing the closing of the Public Offering. Copies of these press releases are furnished herewith as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, respectively.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit 1.1 Underwriting Agreement, dated June 26, 2024, between the Company and Alexander Capital, L.P., as Representative of the Underwriters Exhibit 4.1 Representative's Warrant Exhibit 99.1 Press Release dated June 26, 2024 Exhibit 99.2 Press Release dated June 28, 2024 Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BranchOut Food Inc. Date: July 1, 2024 By: /s/ Eric Healy Eric Healy, Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR