BOF

BranchOut Food Inc.

NASDAQ · CONSUMER STAPLES · FOOD AND KINDRED PRODUCTS

2.02

+0.00 +0.00%

USD · close Oct 23

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MKT CAP $30.9MP/E —DIV YIELD —FCF YIELD -28.75%REV TTM $14.3M +42.2%NET INCOME −$8.1MNET DEBT $7.3M52W 2.02 – 5.09SEC XBRL · TTM TO Invalid Date

How BOF rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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Risk Factors of ● our history of losses, limited operating history, and ability to achieve or sustain profitability; ● our ability to generate sufficient operating cash flow to fund operations and our continued need to obtain capital through public or private equity or debt financings; ● risks related to operating and manufacturing in Peru, including political, economic, regulatory, currency, tariff, labor, supply chain, and operational risks; ● our ability to scale production efficiently, improve manufacturing utilization, and maintain product quality in compliance with applicable regulations; ● risks relating to the competitive industry in which we operate; ● customer concentration and our ability to expand and diversify our customer base; ● risks associated with the protection of our intellectual property, including the technology we license; ● our ability to accurately forecast demand, manage inventory, and execute on growth initiatives; ● risks associated with new product development, commercialization, and market acceptance of our products; ● our ability to maintain compliance with Nasdaq continued listing standards; ● risks associated with our status as an emerging growth company and smaller reporting company; and ● general economic, market, and industry conditions.
Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, and assumptions, many of which are beyond our control and difficult to predict.
Actual results, financial condition, liquidity, and operating performance may differ materially from those expressed or implied in any forward-looking statement.
New risks and uncertainties may emerge from time to time, and management cannot predict all such risks or their potential impact.
Readers are cautioned not to place undue reliance on forward-looking statements.
Any forward-looking statement made in this Form 10-K speaks only as of the date of this report.
Except as required by applicable law, we expressly disclaim any obligation to update, revise, or publicly release any revisions to forward-looking statements to reflect events, circumstances, or changes in expectations after the date of this report, whether as a result of new information, future developments, or otherwise.
Where You Can Find More Information We file annual, quarterly, and current reports and other information with the Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.
Copies of these filings are available free of charge on the SEC’s website at www.sec.gov.
We also make available on our corporate website copies of our SEC filings as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.
Our corporate website address is www.branchoutfood.com.
The information contained on, or accessible through, our website is not incorporated by reference into this Annual Report on Form 10-K and should not be considered a part of this report.
BUSINESS Overview BranchOut Food Inc., (collectively with its subsidiary, “BranchOut,” the “Company,” “we,” “us” or “our”), is a growth-stage consumer packaged foods company focused on developing, manufacturing, marketing, and distributing clean-label, plant-based dried fruit and vegetable snacks for retail and foodservice markets through BranchOut-branded products, private-label offerings, and industrial ingredient sales.
We were originally incorporated as AvoChips Inc., an Oregon corporation, on February 21, 2017.
On November 2, 2017, AvoChips Inc. converted into Avochips, LLC, an Oregon limited liability company and on November 19, 2021, Avochips, LLC converted into a Nevada corporation named BranchOut Food Inc.
BranchOut is headquartered in the U.S. with a 50,000 square foot manufacturing facility located in Pisco, Peru (the “Peru Facility”).
The Peru Facility is strategically located near key agricultural regions, enabling harvest-driven seasonal sourcing of high-quality fruits and vegetables—including pineapple, banana, strawberry, avocado and apple—while reducing transportation time and costs and supporting product freshness.
We utilize proprietary GentleDry™ technology to convert fresh fruits and vegetables into clean-label snacks and industrial ingredients within approximately 10 days.
GentleDry™ is an advanced dehydration platform licensed exclusively to us from EnWave Corporation for certain fruits and vegetables, enabling the production of differentiated products that preserve taste, texture, color, and nutrients while improving process speed, energy efficiency, and oxidation control.
The GentleDry™ technology is protected by more than 17 patents.
We are focused on expanding distribution, increasing production capacity, and developing new products intended to drive repeat consumer demand and scalable retail placement.
We emphasize continuous improvement across product formulation, texture, flavor, and quality, while leveraging process innovation to deliver clean-label products at competitive price points that support broad distribution across national retail platforms.
Products We develop, manufacture, and market dehydrated fruit and vegetable products using our proprietary GentleDry™ technology.
Our products are primarily sold through three channels: branded retail snack products, private label products for major retailers, and fruit and vegetable ingredients sold to food manufacturers.
These products are manufactured at the Peru Facility in Pisco, Peru.
BranchOut Branded Snacks We market a line of plant-based snack products under the BranchOut brand.
These products consist primarily of dehydrated fruit and vegetable snacks designed to retain the natural color, flavor, and texture of the underlying produce.
Many of the products are made from single-ingredient fruits or vegetables with minimal additional seasoning.
Current branded snack products include: ● Pineapple Chips, Simply Pineapple ● Crunchy Strawberry Halves, 100% Strawberries ● Organic Chewy Banana Slices, Simply Bananas ● Chewy Banana Slices, Cinnamon Churro ● Bell Pepper Crisps, with Sea Salt ● Carrot Sticks, with Sea Salt Our products are produced using our licensed GentleDry™ dehydration technology, which removes moisture while preserving the natural characteristics of the fruit or vegetable.
The resulting products are shelf-stable and designed to provide a crunchy or chewy texture depending on the product format.
BranchOut branded snacks are sold through multiple distribution channels including retail grocery stores, club stores, online retailers, and our direct-to-consumer e-commerce platforms.
Private Label Products In addition to its branded products, we manufacture fruit and vegetable products for major North American retailers on a private label basis.
These products are sold under the retailer’s brand and distributed through the retailer’s existing grocery and club store channels.
Private label offerings currently include products such as dehydrated prunes, carrots, brussels sprouts, and raisins, as well as other fruit and vegetable snack formats requested by retail customers.
Private label manufacturing allows us to leverage our Peru Facility capacity and technology while expanding relationships with large retail partners.
Industrial Ingredients We also produce dehydrated fruit and vegetable ingredients for use by food manufacturers in a variety of consumer packaged goods applications.
These ingredients may be used in products such as cereals, snack bars, baked goods, salads, ready-to-eat meals, and other packaged foods.
Our ingredient products include dehydrated fruit and vegetable pieces, fragments, powders, and inclusions derived from products such as: ● Banana ● Mango ● Blueberry ● Pineapple ● Cherry Tomato ● Avocado ● Other fruits and vegetables We have entered into a commercial collaboration with MicroDried, a supplier of premium dried fruit ingredients, to support the marketing and distribution of certain ingredient products produced at the Peru Facility.
Products in Development We continue to develop additional fruit and vegetable snack products and ingredient formats for both branded and private label customers.
Product development efforts are focused on expanding our snack portfolio, supporting private label programs for large retailers, and developing new ingredient applications for food manufacturers.

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Risk Factors The following important factors, and the important factors described elsewhere in this report or in our other filings with the SEC, could affect (and in some cases have affected) our results and could cause our results to be materially different from estimates or expectations.
Other risks and uncertainties may also affect our results or operations adversely.
The following and these other risks could materially and adversely affect our business, operations, results or financial condition.
Risks Related to Our Operating History, Financial Position and Capital Needs We are an early-stage company and have incurred significant losses since our inception.
We expect to incur losses for the foreseeable future and may never achieve or maintain profitability.
We were formed and commenced operations in November 2017.
We face all the risks faced by newer companies, including significant competition from existing and emerging competitors, many of which are established and have better access to capital.
In addition, as a new business, we may encounter unforeseen expenses, difficulties, complications, delays, and other known and unknown factors.
We will need to transition from an early-stage company to a company capable of supporting larger scale commercial activities.
If we are not successful in such a transition, our business, results, and financial condition will be harmed.
We have not been profitable to date, and we expect operating losses for the near future.
During the years ended December 31, 2024 and 2023, we had net revenue of approximately $6,516,337 and $2,825,855, respectively, and incurred net losses of approximately $4,751,516 and $3,925,710, respectively.
We may not succeed in expanding our customer base and product offerings and even if we do, may never generate revenue that is significant enough to achieve profitability.
Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis.
Furthermore, we may not be able to control overhead expenses even where our operations successfully expand.
Our failure to become and remain profitable would depress our value and could impair our ability to raise capital, expand our business, diversify our product offerings, or even continue our operations.
Our audited financial statements for the years ended December 31, 2024 and 2023 included a statement from our independent registered public accounting firm that there is substantial doubt about our ability to continue as a going concern, and a continuation of negative financial trends could result in our inability to continue as a going concern.
There is substantial doubt about our ability to continue as a going concern over the next twelve months and our independent registered public accounting firm has included a “going concern” explanatory paragraph in their report in our financial statements as of and for the years ended December 31, 2024 and 2023.
If our operating results fail to improve, our financial condition will deteriorate which could render us unable to continue as a going concern.
Our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our securities.
On April 11, 2024, we received a letter from Nasdaq stating that we were not in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Rule”) because our stockholders’ equity of $2,210,476 as of December 31, 2023 was below the minimum requirement of $2,500,000.
Pursuant to Nasdaq’s Listing Rules, on May 28, 2024, we submitted to Nasdaq a plan to regain compliance with the Rule, which was accepted by Nasdaq and provided us with an extension of 180 calendar days from April 11, 2024 (until October 8, 2024) to regain compliance with the Rule.
On October 10, 2024, Nasdaq notified us that we did not meet the terms of the extension to regain compliance with the Rule, and as a result, unless we requested an appeal, trading of our common stock would be suspended.
On October 11, 2024, we submitted a request for a hearing with Nasdaq’s Hearings Panel to appeal Nasdaq’s delisting determination, which stayed the suspension of trading of our common stock.
As of November 14, 2024, as a result of the sale of 928,602 Shares under the ATM Agreement for aggregate gross offering proceeds of approximately $1,795,000, we regained compliance with the Rule, and the hearing before the Hearing Panel was cancelled.
However, Nasdaq informed us that it will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if we fail to evidence compliance with the Rule upon the filing of its Annual Report on Form 10-K for the year ended December 31, 2024, we may be subject to delisting.
As of December 31, 2024, we were again not in compliance with the Rule, with stockholders’ equity of $2,341,583 as reported in this Annual Report on Form 10-K.
However, as a result of the sale of 1,303,115 additional shares of our common stock under the ATM Agreement following December 31, 2024 for net proceeds of approximately $2.4 million, as of the date of filing this Annual Report on Form 10-K, the Company believes it has regained compliance with the Rule.
However, Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, it may be subject to delisting.
A delisting would likely have a negative effect on the price of our common stock and may impair the ability of our stockholders to sell our stock.
We may need to raise additional capital to fund our existing commercial operations and develop and commercialize new products and expand our operations.
If our available cash balances, net proceeds from financing activities, and anticipated cash flow from operations are insufficient to satisfy our liquidity requirements, we may seek to sell common stock or other securities, and/or seek additional debt financing.
We may consider raising additional capital in the future to expand our business, to pursue strategic investments, to take advantage of financing opportunities or for other reasons, including to: ● increase our sales and marketing efforts and address competitive developments; ● provide for supply and inventory costs; ● maintain compliance with Nasdaq listing requirements; ● fund development and marketing efforts of any future products or additional features to then-current products; ● acquire, license or invest in new technologies; and ● acquire or invest in complementary businesses or assets.
Our present and future funding requirements will depend on many factors, including: ● our ability to achieve revenue growth and improve gross margins; ● the cost of expanding our operations and offerings, including our sales and marketing efforts; ● the effect of competing market developments; and ● costs related to international expansion.
The various ways we could raise additional capital carry potential risks.
If we raise funds by issuing equity securities, dilution to our stockholders could result.
Any equity securities issued also could provide for rights, preferences, or privileges senior to those of holders of shares of our common stock.
If we raise funds by issuing debt securities, those debt securities would have rights, preferences, and privileges senior to those of holders of shares of our common stock.
The terms of any debt securities issued or borrowings made pursuant to a credit agreement could impose significant restrictions on our operations.
If we raise additional funds through collaborations and licensing arrangements, we might be required to relinquish significant rights or grant licenses on terms that are not favorable to us.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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