BranchOut Food Inc. filed a Form 8-K on October 26, 2026, disclosing that it entered into an underwriting agreement on October 23, 2026 and closed a public offering of common stock on the same date as the filing.

Key Highlights

  • Offering size: 2,941,177 shares of common stock priced at $1.70 per share to the public.
  • Net proceeds: The company received approximately $4,600,000 after deducting underwriting discounts, commissions, legal fees of the representative, and estimated offering expenses.
  • Overallotment option: Lake Street Capital Markets LLC, as representative of the underwriters, was granted a 30-day option to purchase up to 441,176 additional shares at the same price to cover over-allotments.
  • Underwriting discount: The company agreed to a 7.0% underwriting discount on gross proceeds received for the shares.
  • Lock-up period: Officers and directors agreed not to offer, sell, transfer, or otherwise dispose of shares of common stock or related securities for 90 days following the date of the underwriting agreement; the company agreed to the same restriction on issuances, subject to certain exempt issuances.
  • Intended use of proceeds: According to the prospectus supplement, the company intends to use net proceeds for working capital and general corporate purposes, including operating expenses and capital expenditures.

BranchOut Food Closes October 2026 Public Offering Through Lake Street Capital Markets

BranchOut Food Inc. (NASDAQ:BOF), a Nevada corporation headquartered at 205 SE Davis Avenue, Bend, Oregon, disclosed in its Form 8-K filed October 26, 2026 that it entered into an underwriting agreement dated October 23, 2026 with Lake Street Capital Markets LLC as representative of the underwriters. The agreement covered the issuance and sale of 2,941,177 shares of the company's common stock, par value $0.001 per share, at a public offering price of $1.70 per share.

According to the filing, the offering closed on October 26, 2026, and the company received net proceeds of approximately $4,600,000 after deducting the 7.0% underwriting discount on gross proceeds, the representative's legal fees, and estimated offering expenses. The shares were sold pursuant to the company's Registration Statement on Form S-3 (File No. 333-299400), which the SEC declared effective on October 16, 2026, along with a prospectus supplement dated October 23, 2026. The legal opinion on the validity of the shares was provided by Pachulski Stang Ziehl and Jones LLP, filed as Exhibit 5.1.

The filing states that the company intends to use the net proceeds for working capital and general corporate purposes, including operating expenses and capital expenditures, as described in the prospectus supplement. The underwriting agreement also included customary representations, warranties, and covenants, and the company agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The company noted on October 23, 2026 that it issued a press release announcing the pricing of the offering, furnished as Exhibit 99.1. The Form 8-K was signed by Eric Healy, Chief Executive Officer.

What Was Disclosed

BranchOut Food Inc. reported entry into an underwriting agreement with Lake Street Capital Markets LLC on October 23, 2026 for the sale of 2,941,177 shares at $1.70 per share, with the offering closing October 26, 2026 and net proceeds of approximately $4,600,000.