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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.

(Exact name of registrant as specified in its charter)

Nevada |  | 81-3980472
(State or other jurisdiction |  | (IRS Employer
of incorporation or organization) |  | Identification No.)

205 SE Davis Avenue, Bend, Oregon 97702

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (844) 263-6637

Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol |  | Name of exchange on which registered
Common Stock, $0.001 par value |  | BOF |  | Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer | ☐ | Accelerated filer | ☐
Non-accelerated filer | ☒ | Smaller reporting company | ☒
|  | Emerging growth company | ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.

Title or class |  | Shares outstanding as of August 13, 2025
Common Stock, $0.001 par value |  | 11,783,485

TABLE OF CONTENTS

PART I. | FINANCIAL INFORMATION | 3
Item 1. | Financial Statements (Unaudited) | 3
| Condensed Consolidated Balance Sheets | 3
| Condensed Consolidated Statements of Operations and Comprehensive Loss | 4
| Condensed Consolidated Statements of Changes in Stockholders’ Equity | 5
| Condensed Statements of Cash Flows | 7
| Condensed Consolidated Notes to Financial Statements (Unaudited) | 8
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 27
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 34
Item 4. | Controls and Procedures | 34
PART II. | OTHER INFORMATION | 35
Item 1. | Legal Proceedings | 35
Item 1A. | Risk Factors | 35
Item 2. | Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities | 35
Item 3. | Defaults Upon Senior Securities | 35
Item 4. | Mine Safety Disclosures | 35
Item 5. | Other Information | 35
Item 6. | Exhibits | 36
SIGNATURES | 37

2

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BRANCHOUT FOOD INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

|  | June 30, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
|  | (Unaudited) |  |  |  |
Assets |  |  |  |  |  |  |  |
Current assets: |  |  |  |  |  |  |  |
Cash |  | $ | 641,129 |  |  | $ | 2,329,452 |
Accounts receivable, net |  |  | 1,858,738 |  |  |  | 418,463 |
Advances on inventory purchases |  |  | 596,559 |  |  |  | 123,792 |
Inventory |  |  | 1,539,406 |  |  |  | 1,930,535 |
Prepaid expenses and other current assets |  |  | 565,277 |  |  |  | 114,372 |
Total current assets |  |  | 5,201,109 |  |  |  | 4,916,614 |
Property and equipment, net |  |  | 4,242,071 |  |  |  | 4,056,299 |
Right-of-use assets |  |  | 1,481,133 |  |  |  | 1,575,497 |
Other assets |  |  | 1,267,000 |  |  |  | 1,267,000 |
Other receivable, net of current portion |  |  | 600,092 |  |  |  | 680,483 |
Note receivable |  |  | 359,982 |  |  |  | 359,982 |
Total Assets |  | $ | 13,151,387 |  |  | $ | 12,855,875 |
Liabilities and Stockholders’ Equity |  |  |  |  |  |  |  |
Current liabilities: |  |  |  |  |  |  |  |
Accounts payable |  | $ | 1,559,177 |  |  | $ | 1,194,079 |
Accrued expenses |  |  | 785,097 |  |  |  | 333,614 |
Other current liabilities |  |  | - |  |  |  | 912,000 |
Convertible notes payable, related parties, net of discounts |  |  | - |  |  |  | 3,333,413 |
Notes payable, current portion |  |  | 38,730 |  |  |  | 251,647 |
Notes payable, related parties |  |  | 2,125,000 |  |  |  | 2,760,000 |
Notes payable, current portion |  |  | 2,125,000 |  |  |  | 2,760,000 |
Finance lease liability, current portion |  |  | 30,888 |  |  |  | 29,243 |
Total current liabilities |  |  | 4,538,892 |  |  |  | 8,813,996 |
Notes payable, net of current portion |  |  | 34,500 |  |  |  | 34,500 |
Convertible notes payable, related parties, net of discounts |  |  | 3,366,432 |  |  |  | - |
Operating lease liability, net of current portion |  |  | 1,593,424 |  |  |  | 1,573,035 |
Finance lease liability, net of current portion |  |  | 75,529 |  |  |  | 92,761 |
Total Liabilities |  |  | 9,608,777 |  |  |  | 10,514,292 |
Stockholders’ Equity: |  |  |  |  |  |  |  |
Preferred stock, $0.001 par value, 8,000,000 shares authorized; no shares issued and outstanding |  |  | - |  |  |  | - |
Common stock, $0.001 par value, 80,000,000 shares authorized; 10,719,769 and 8,424,600 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively |  |  | 10,720 |  |  |  | 8,425 |
Additional paid-in capital |  |  | 23,595,303 |  |  |  | 19,903,796 |
Accumulated other comprehensive loss |  |  | 20,182 |  |  |  | (8,581 | )
Accumulated deficit |  |  | (20,083,595 | ) |  |  | (17,562,057 | )
Total Stockholders’ Equity |  |  | 3,542,610 |  |  |  | 2,341,583 |
Total Liabilities and Stockholders’ Equity |  | $ | 13,151,387 |  |  | $ | 12,855,875 |

See accompanying notes to financial statements.

3

BRANCHOUT FOOD INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
|  | For the Three Months Ended |  |  | For the Six Months Ended |
|  | June 30, |  |  | June 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Net revenue |  | $ | 3,299,738 |  |  | $ | 1,362,986 |  |  | $ | 6,493,260 |  |  | $ | 2,830,002 |
Cost of goods sold |  |  | 2,693,279 |  |  |  | 1,214,227 |  |  |  | 5,334,286 |  |  |  | 2,397,655 |
Gross profit (loss) |  |  | 606,459 |  |  |  | 148,759 |  |  |  | 1,158,974 |  |  |  | 432,347 |
Operating expenses: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
General and administrative |  |  | 784,872 |  |  |  | 175,758 |  |  |  | 1,307,047 |  |  |  | 349,912 |
Salaries and wages |  |  | 436,163 |  |  |  | 349,597 |  |  |  | 750,405 |  |  |  | 947,883 |
Professional fees |  |  | 323,062 |  |  |  | 304,376 |  |  |  | 558,096 |  |  |  | 695,042 |
Shipping and handling |  |  | 157,807 |  |  |  | 88,384 |  |  |  | 264,352 |  |  |  | 192,821 |
Advertising and promotions |  |  | 250,576 |  |  |  | 57,059 |  |  |  | 307,635 |  |  |  | 98,204 |
Total operating expenses |  |  | 1,952,480 |  |  |  | 975,174 |  |  |  | 3,187,535 |  |  |  | 2,283,862 |
Operating loss |  |  | (1,346,021 | ) |  |  | (826,415 | ) |  |  | (2,028,561 | ) |  |  | (1,851,515 | )
Other income (expense): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest income |  |  | 6,600 |  |  |  | 2,818 |  |  |  | 11,736 |  |  |  | 5,695 |
Interest expense |  |  | (263,735 | ) |  |  | (118,957 | ) |  |  | (504,713 | ) |  |  | (147,701 | )
Total other income (expense) |  |  | (257,135 | ) |  |  | (116,139 | ) |  |  | (492,977 | ) |  |  | (142,006 | )
Net loss |  | $ | (1,603,156 | ) |  | $ | (942,554 | ) |  | $ | (2,521,538 | ) |  | $ | (1,993,521 | )
Other comprehensive income: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Gain on foreign currency translation |  | $ | 20,554 |  |  | $ | 58 |  |  | $ | 28,763 |  |  | $ | 58 |
Net other comprehensive income |  | $ | (1,582,602 | ) |  | $ | (942,496 | ) |  | $ | (2,492,775 | ) |  | $ | (1,993,463 | )
Weighted average common shares outstanding - basic and diluted |  |  | 9,659,605 |  |  |  | 4,268,183 |  |  |  | 9,205,200 |  |  |  | 4,188,825 |
Net loss per common share - basic and diluted |  | $ | (0.17 | ) |  | $ | (0.22 | ) |  | $ | (0.27 | ) |  | $ | (0.48 | )

See accompanying notes to financial statements.

4

BRANCHOUT FOOD INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

|  | Shares |  |  | Amount |  |  | Shares |  |  | Amount |  |  | Capital |  |  | Payable |  |  | Income |  |  | Deficit |  |  | Equity |
|  | For the Three Months Ended June 30, 2025 |
|  | Preferred Stock |  |  | Common Stock |  |  | Additional Paid-In |  |  | Subscriptions |  |  | Accumulated Other Comprehensive |  |  | Accumulated |  |  | Total Stockholders’ |
|  | Shares |  |  | Amount |  |  | Shares |  |  | Amount |  |  | Capital |  |  | Payable |  |  | Income |  |  | Deficit |  |  | Equity |
Balance, March 31, 2025 |  |  | - |  |  | $ | - |  |  |  | 9,584,769 |  |  | $ | 9,585 |  |  | $ | 22,352,265 |  |  | $ | - |  |  | $ | (372 | ) |  | $ | (18,480,439 | ) |  | $ | 3,881,039 |
Exercise of Kaufman Kapital convertible debt warrants |  |  | - |  |  |  | - |  |  |  | 1,000,000 |  |  |  | 1,000 |  |  |  | 999,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,000,000 |
Exercise of warrants by note holders |  |  | - |  |  |  | - |  |  |  | 135,000 |  |  |  | 135 |  |  |  | 134,865 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 135,000 |
Stock options issued for services |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 77,074 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 77,074 |
Amended warrant |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 32,099 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 32,099 |
Gain on foreign currency translation |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 20,554 |  |  |  | - |  |  |  | 20,554 |
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (1,603,156 | ) |  |  | (1,603,156 | )
Balance, June 30, 2025 |  |  | - |  |  | $ | - |  |  |  | 10,719,769 |  |  | $ | 10,720 |  |  | $ | 23,595,303 |  |  | $ | - |  |  | $ | 20,182 |  |  | $ | (20,083,595 | ) |  | $ | 3,542,610 |

|  | Shares |  |  | Amount |  |  | Shares |  |  | Amount |  |  | Capital |  |  | Payable |  |  | Income |  |  | Deficit |  |  | Equity |
|  | For the Three Months Ended June 30, 2024 |
|  | Preferred Stock |  |  | Common Stock |  |  | Additional Paid-In |  |  | Subscriptions |  |  | Accumulated Other Comprehensive |  |  | Accumulated |  |  | Total Stockholders’ |
|  | Shares |  |  | Amount |  |  | Shares |  |  | Amount |  |  | Capital |  |  | Payable |  |  | Income |  |  | Deficit |  |  | Equity |
Balance, March 31, 2024 |  |  | - |  |  | $ | - |  |  |  | 4,121,346 |  |  | $ | 4,121 |  |  | $ | 15,515,716 |  |  | $ | 36,019 |  |  | $ | - |  |  | $ | (13,861,508 | ) |  | $ | 1,694,348 |
Common stock issued pursuant to secondary public offering |  |  | - |  |  |  | - |  |  |  | 1,750,000 |  |  |  | 1,750 |  |  |  | 999,175 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,000,925 |
Common stock issued for services |  |  | - |  |  |  | - |  |  |  | 138,325 |  |  |  | 139 |  |  |  | 176,371 |  |  |  | (36,019 | ) |  |  | - |  |  |  | - |  |  |  | 140,491 |
Stock options issued for services |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 17,751 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 17,751 |
Common stock warrants granted to note holders pursuant to debt financing |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 72,047 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 72,047 |
Gain on foreign currency translation |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 58 |  |  |  | - |  |  |  | 58 |
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (942,554 | ) |  |  | (942,554 | )
Balance, June 30, 2024 |  |  | - |  |  | $ | - |  |  |  | 6,009,671 |  |  | $ | 6,010 |  |  | $ | 16,781,060 |  |  | $ | - |  |  | $ | 58 |  |  | $ | (14,804,062 | ) |  | $ | 1,983,066 |

See accompanying notes to financial statements.

5

|  | Shares |  |  | Amount |  |  | Shares |  |  | Amount |  |  | Capital |  |  | Payable |  |  | Income |  |  | Deficit |  |  | Equity |
|  | For the Six Months Ended June 30, 2025 |
|  | Preferred Stock |  |  | Common Stock |  |  | Additional Paid-In |  |  | Subscriptions |  |  | Accumulated Other Comprehensive |  |  | Accumulated |  |  | Total Stockholders’ |
|  | Shares |  |  | Amount |  |  | Shares |  |  | Amount |  |  | Capital |  |  | Payable |  |  | Income |  |  | Deficit |  |  | Equity |
Balance, December 31, |  |  | - |  |  | $ | - |  |  |  | 8,424,600 |  |  | $ | 8,425 |  |  | $ | 19,903,796 |  |  | $ | - |  |  | $ | (8,581 | ) |  | $ | (17,562,057 | ) |  | $ | 2,341,583 |
Common stock issued pursuant to ATM program - Authorized shares, 2,620,422 shares |  |  | - |  |  |  | - |  |  |  | 1,120,422 |  |  |  | 1,120 |  |  |  | 2,406,328 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 2,407,448 |
Exercise of Kaufman Kapital convertible debt warrants |  |  | - |  |  |  | - |  |  |  | 1,000,000 |  |  |  | 1,000 |  |  |  | 999,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,000,000 |
Exercise of other investor warrants |  |  | - |  |  |  | - |  |  |  | 174,747 |  |  |  | 175 |  |  |  | 172,983 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 173,158 |
Amended warrant |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 32,099 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 32,099 |
Stock options issued for services |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 81,097 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 81,097 |
Gain on foreign currency translation |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 28,763 |  |  |  | - |  |  |  | 28,763 |
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (2,521,538 | ) |  |  | (2,521,538 | )
Balance, June 30, 2025 |  |  | - |  |  | $ | - |  |  |  | 10,719,769 |  |  | $ | 10,720 |  |  | $ | 23,595,303 |  |  | $ | - |  |  | $ | 20,182 |  |  | $ | (20,083,595 | ) |  | $ | 3,542,610 |

|  | Shares |  |  | Amount |  |  | Shares |  |  | Amount |  |  | Capital |  |  | Payable |  |  | Income |  |  | Deficit |  |  | Equity |
|  | For the Six Months Ended June 30, 2024 |
|  | Preferred Stock |  |  | Common Stock |  |  | Additional Paid-In |  |  | Subscriptions |  |  | Accumulated Other Comprehensive |  |  | Accumulated |  |  | Total Stockholders’ |
|  | Shares |  |  | Amount |  |  | Shares |  |  | Amount |  |  | Capital |  |  | Payable |  |  | Income |  |  | Deficit |  |  | Equity |
Balance, December 31, 2023 |  |  | - |  |  | $ | - |  |  |  | 4,044,252 |  |  | $ | 4,044 |  |  | $ | 15,016,973 |  |  | $ | - |  |  | $ | - |  |  | $ | (12,810,541 | ) |  | $ | 2,210,476 |
Balance |  |  | - |  |  | $ | - |  |  |  | 4,044,252 |  |  | $ | 4,044 |  |  | $ | 15,016,973 |  |  | $ | - |  |  | $ | - |  |  | $ | (12,810,541 | ) |  | $ | 2,210,476 |
Common stock issued pursuant to secondary public offering |  |  | - |  |  |  | - |  |  |  | 1,750,000 |  |  |  | 1,750 |  |  |  | 999,175 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,000,925 |
Common stock issued for services |  |  | - |  |  |  | - |  |  |  | 215,419 |  |  |  | 216 |  |  |  | 289,869 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 290,085 |
Stock options issued for services |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 394,135 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 394,135 |
Common stock warrants granted to note holders pursuant to debt financing |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 80,908 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 80,908 |
Gain on foreign currency translation |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 58 |  |  |  | - |  |  |  | 58 |
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (1,993,521 | ) |  |  | (1,993,521 | )
Balance, June 30, 2024 |  |  | - |  |  | $ | - |  |  |  | 6,009,671 |  |  | $ | 6,010 |  |  | $ | 16,781,060 |  |  | $ | - |  |  | $ | 58 |  |  | $ | (14,804,062 | ) |  | $ | 1,983,066 |
Balance |  |  | - |  |  | $ | - |  |  |  | 6,009,671 |  |  | $ | 6,010 |  |  | $ | 16,781,060 |  |  | $ | - |  |  | $ | 58 |  |  | $ | (14,804,062 | ) |  | $ | 1,983,066 |

See accompanying notes to financial statements.

6

BRANCHOUT FOOD INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

|  | 2025 |  |  | 2024 |
|  | For the Six Months Ended |
|  | June 30, |
|  | 2025 |  |  | 2024 |
Cash flows from operating activities |  |  |  |  |  |  |  |
Net loss |  | $ | (2,521,538 | ) |  | $ | (1,993,521 | )
Adjustments to reconcile net loss to net cash used in operating activities: |  |  |  |  |  |  |  |
Depreciation expense |  |  | 305,560 |  |  |  | 112,671 |
Provision for prepaid inventory |  |  | 75,600 |  |  |  | - |
Amortization of debt discounts |  |  | 33,019 |  |  |  | 92,168 |
Amended warrant |  |  | 32,099 |  |  |  | - |
Common stock issued for services |  |  | - |  |  |  | 290,085 |
Options and warrants issued for services |  |  | 81,097 |  |  |  | 394,135 |
Decrease (increase) in assets: |  |  |  |  |  |  |  |
Accounts receivable |  |  | (1,440,275 | ) |  |  | 246,056 |
Advances on inventory purchases |  |  | (548,367 | ) |  |  | (866,244 | )
Inventory |  |  | 391,129 |  |  |  | 62,822 |
Prepaid expenses and other current assets |  |  | (450,905 | ) |  |  | (72,026 | )
Right-of-use asset |  |  | 94,364 |  |  |  | 49,502 |
Other long term asset and receivable |  |  | 80,391 |  |  |  | (275,000 | )
Increase (decrease) in liabilities: |  |  |  |  |  |  |  |
Accounts payable |  |  | 365,098 |  |  |  | 695,098 |
Accounts payable, related parties |  |  | - |  |  |  | - |
Accrued expenses |  |  | (460,517 | ) |  |  | (91,334 | )
Operating lease liability |  |  | 20,389 |  |  |  | (1,875 | )
Net cash used in operating activities |  |  | (3,942,856 | ) |  |  | (1,357,463 | )
Cash flows from investing activities |  |  |  |  |  |  |  |
Purchase of property and equipment |  |  | (491,332 | ) |  |  | (576,331 | )
Payments received on notes receivable |  |  | - |  |  |  | 9,900 |
Net cash used in investing activities |  |  | (491,332 | ) |  |  | (566,431 | )
Cash flows from financing activities |  |  |  |  |  |  |  |
Payment of deferred offering costs |  |  | (15,610 | ) |  |  | (399,075 | )
Repayment of notes payable |  |  | (212,917 | ) |  |  | (200,000 | )
Proceeds received on notes payable, related parties |  |  | - |  |  |  | 1,416,210 |
Repayment on notes payable, related parties |  |  | (635,000 | ) |  |  | - |
Principal payments on finance lease |  |  | (15,587 | ) |  |  | (15,027 | )
Proceeds from sale of common stock pursuant to ATM program |  |  | 2,423,058 |  |  |  | 1,400,000 |
Proceeds from exercise of warrants |  |  | 1,173,158 |  |  |  | - |
Net cash provided by financing activities |  |  | 2,717,102 |  |  |  | 2,202,108 |
Effect of exchange rate changes on cash |  |  | 28,763 |  |  |  | 58 |
Net increase (decrease) in cash |  |  | (1,688,323 | ) |  |  | 278,272 |
Cash - beginning of period |  |  | 2,329,452 |  |  |  | 657,789 |
Cash - ending of period |  | $ | 641,129 |  |  | $ | 936,061 |
Supplemental disclosures: |  |  |  |  |  |  |  |
Interest paid |  | $ | 209,054 |  |  | $ | 56,010 |
Income taxes paid |  | $ | - |  |  | $ | - |
Non-cash investing and financing transactions: |  |  |  |  |  |  |  |
Relative fair value of warrants issued as a debt discount |  | $ | - |  |  | $ | 80,908 |
Initial recognition of right-of-use assets and lease liabilities |  | $ | - |  |  | $ | 1,943,358 |

See accompanying notes to financial statements.

7

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 1 – Nature of Business and Significant Accounting Policies

Nature of Business

BranchOut Food Inc., a Nevada corporation, together with its Peruvian subsidiary (collectively, “BranchOut,” the “Company,” “we,” “our” or “us”), is engaged in the development, marketing, sale and distribution of plant-based, dehydrated fruit and vegetable snacks and powders manufactured at a 50,000 square foot production facility leased by the Company in Pisco, Peru.

In April 2024, we formed BranchOut Food Sucursal Peru, our Peruvian wholly-owned subsidiary, to operate our production facility in Pisco Peru, which commenced operations in December 2024. Our products are produced using our advanced dehydration platform licensed exclusively from EnWave Corporation (“EnWave”) to create our private label, branded, and bulk wholesale products. We use proprietary GentleDry™ Technology optimized to preserve taste, texture, color, and nutrients. Our GentleDry™ Technology is protected by over 17 patents. Prior to operating our production facility, we relied on contract manufacturers.

Basis of Accounting

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting and as required by pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all the information and notes required by GAAP for complete financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of items of a normal and recurring nature) necessary to present fairly the financial position as of June 30, 2025, the results of operations for the three and six months ended June 30, 2025 and 2024, and cash flows for the six months ended June 30, 2025 and 2024. The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the full year. The balance sheet as of December 31, 2024 was derived from our audited financial statements. The accompanying condensed consolidated financial statements and notes thereto should be read in conjunction with the audited financial statements for the year ended December 31, 2024, which were included in our Annual Report on Form 10-K. The Company follows the same accounting policies in the preparation of interim reports.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at June 30, 2025:

Name of Entity |  | Jurisdiction |  | Relationship
BranchOut Food Inc.(1) |  | Nevada, U.S. |  | Parent
BranchOut Food Sucursal Peru(2) |  | Peru |  | Subsidiary

(1) | Holding company in the form of a corporation.
(2) | Peruvian wholly-owned subsidiary of BranchOut Food Inc. established on April 26, 2024 in the form of a branch.

The consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. The Company’s headquarters are located in Bend, Oregon.

Going Concern

As shown in the accompanying condensed consolidated financial statements, as of June 30, 2025, the Company has incurred recurring losses from operations resulting in an accumulated deficit of $20,083,595, with positive working capital of $662,217, which may not be sufficient to sustain operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new customers and continues to expand the Company’s product mix to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short-term operations. Management believes these factors will contribute to achieving profitability. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. These condensed consolidated financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities, that might be necessary should the Company be unable to continue as a going concern.

8

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Segment Reporting

Under ASC 280, Segment Reporting, operating segments are defined as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and in assessing performance. The Company has two components, consisting of its sales operations in the United States, and its production operations in Peru. Therefore, the Company’s Chief Executive Officer, who is also the CODM, makes decisions and manages the Company’s operations based on these two operating segments for the manufacture and distribution of its products.

Fair Value of Financial Instruments

The Company discloses the fair value of certain assets and liabilities in accordance with ASC 820 – Fair Value Measurement and Disclosures (ASC 820). Under ASC 820-10-05, the FASB establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts receivable, accounts payable and accrued expenses reported on the balance sheets are estimated by management to approximate fair value primarily due to the short-term nature of the instruments.

Cash and Cash Equivalents

Cash equivalents include money market accounts which have maturities of three months or less. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. Cash equivalents are stated at cost plus accrued interest, which approximates market value. There were no cash equivalents on hand on June 30, 2025 or December 31, 2024.

Cash in Excess of FDIC Insured Limits

The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000, under current regulations. The Company had $89,784 and $1,555,223 in excess of FDIC insured limits on June 30, 2025 and December 31, 2024, respectively, and has not experienced any losses in such accounts.

Accounts Receivable

Accounts receivable is carried at their estimated collectible amounts. Trade accounts receivable is periodically evaluated for collectability based on past credit history with customers and their current financial condition. The Company had an allowance for doubtful accounts of $25,586 at June 30, 2025 and December 31, 2024.

Inventory

The Company’s products consist of pre-packaged and bulk-dried fruit and vegetable-based snacks, powders and ingredients developed at its production facility in Peru and purchased products from contract-manufacturers in Chile and/or Peru. Raw materials consist of purchased fruits and vegetables and packaging materials. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable value. No reserve for obsolete inventories has been recognized. Inventory, consisting of raw materials, work in progress and finished goods are stated at the lower of cost or net realizable value using the average cost valuation method, and consisted of the following as of June 30, 2025 and December 31, 2024:

Schedule of Inventory

|  | June 30, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
Raw materials |  | $ | 372,070 |  |  | $ | 464,681 |
Work in progress |  |  | 578,378 |  |  |  | - |
Finished goods |  |  | 588,958 |  |  |  | 1,465,854 |
Total inventory |  |  | 1,539,406 |  |  |  | 1,930,535 |

9

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The Company secures raw materials with advances of up to 50%. The Company had prepaid inventory advances on product in the amounts of $596,559 and $123,792 as of June 30, 2025 and December 31, 2024, respectively.

Research and Development

We operate in a fast-moving category shaped by shifting consumer preferences, requiring continuous innovation and new product development. To support this, we rely on our proprietary GentleDry™ Technology, an advanced dehydration platform licensed exclusively from EnWave Corporation. We expect to continue investing in R&D as we scale our GentleDry™ product portfolio and bring new, innovative offerings to market that align with evolving consumer needs.

Research and development costs include salaries, building costs, utilities, administrative expenses and other corporate costs. For the six months ending June 30, 2025, our research and development expenses totaled $17,390, compared to $16,448 for the same period in 2024.

Property and Equipment

Property and equipment are stated at the lower of cost or estimated net recoverable amount. The cost of property, plant and equipment is depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based on the following life expectancy:

Schedule of Estimated Useful Lives

Office equipment |  | 3 years
Furniture and fixtures |  | 5 years
Equipment and machinery |  | 5-10 years
Leasehold Improvements |  | 15 years

Repairs and maintenance expenditures are charged to operations as incurred. Major improvements and replacements, which extend the useful life of an asset, are capitalized, and depreciated over the remaining estimated useful life of the asset. When assets are retired or sold, the cost and related accumulated depreciation are eliminated, and any resulting gain or loss is reflected in operations.

The Company leases a manufacturing facility located in Pisco, Peru, which is accounted for as an operating lease (see Note 13). The lease includes a purchase option that allows the Company to acquire the facility at the end of the lease term. During 2024, the landlord of this facility entered bankruptcy proceedings.

To protect its long-term strategic interests, the Company purchased the first mortgage position on the facility and continues to hold its contractual purchase option under the lease. Management currently intends to acquire ownership of the facility either (i) through the landlord’s bankruptcy settlement process or (ii) by exercising the purchase option at the end of the lease term, although there can be no assurance that the Company will be successful in this regard. The Company accounts for the facility as a leased asset. The first mortgage position is included on the balance sheet in other assets of $1,267,000 as of June 30, 2025 and December 31, 2024. The Company capitalizes leasehold improvements related to the buildout of the facility, which expanded the Company’s production capacity.

Impairment of Long-Lived Assets

Long-lived assets held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired. Recoverability is assessed using undiscounted cash flows based upon historical results and current projections of earnings before interest and taxes. Impairment is measured using discounted cash flows of future operating results based upon a rate that corresponds to the cost of capital. Impairments are recognized in operating results to the extent that carrying value exceeds discounted cash flows of future operations.

Our indefinite-lived brand names and trademarks acquired and are assigned an indefinite life as we anticipate that these brand names will contribute cash flows to the Company perpetually. We evaluate the recoverability of intangible assets periodically by considering events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired. The Company expenses internally developed trademarks.

License Agreement

The Company is party to a license agreement under which it is licensed to utilize certain technology and production equipment developed and manufactured by another company, relating on an exclusive basis to avocado products and on a non-exclusive basis to other products. The license is not discernible from the equipment; therefore, the license costs have been capitalized and depreciated over the useful life of the equipment. The license agreement also entitles the licensor to a royalty on all revenue from the sale of products produced using the equipment. These royalties are recognized as royalty expenses as the products are sold. There was a total of $85,081 and $0 of royalty payments made during the six months ended June 30, 2025 and June 30, 2024. Any future minimum royalty payments or equipment purchases under this license agreement are an unrecognized commitment as they relate to retaining exclusivity of the avocado products going forward and the Company can elect not to pay, See Note 14 for additional information.

Derivatives

The Company evaluates convertible notes payable, stock options, stock warrants and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity.

10

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customer. Under ASC 606, the Company recognizes revenue from the sale of its plant-based snack products in accordance with a five-step model in which the Company evaluates the transfer of promised goods or services and recognizes revenue when customers obtain control of promised goods or services in an amount that reflects the consideration which the Company expects to be entitled to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The Company has elected, as a practical expedient, to account for the shipping and handling as fulfillment costs, rather than as separate performance obligations, and the related costs are recorded as selling expenses in general and administrative expenses in the statement of operations. Revenue is reported net of applicable provisions for discounts, returns and allowances. Methodologies for determining these provisions are dependent on customer pricing and promotional practices. The Company records reductions to revenue for estimated product returns and pricing adjustments in the same period that the related revenue is recorded. These estimates are based on industry-based historical data, historical sales returns, if any, analysis of credit memo data, and other factors known at the time.

The Company’s sales are predominantly generated from the sale of finished products to retailers, and to a lesser extent, direct to consumers through third party website platforms. These sales contain a single performance obligation, and revenue is recognized at a single point in time when ownership, risks and rewards transfer. Typically, this occurs when the goods are received by the retailer or customer, or when the title of goods is exchanged. Revenues are recognized in an amount that reflects the net consideration the Company expects to receive in exchange for the goods.

The Company promotes its products with advertising, consumer incentives and trade promotions. These programs include discounts, slotting fees, coupons, rebates, in-store display incentives and volume-based incentives. Customer trade promotion and consumer incentive activities are recorded as a reduction to the transaction price based on amounts estimated as being due to customers and consumers at the end of a period. The Company derives these estimates based principally on historical utilization and redemption rates. The Company does not receive a distinct service in relation to the advertising, consumer incentives and trade promotions. Payment terms in the Company’s invoices are based on the billing schedule established in contracts and purchase orders with customers.

Expenses such as slotting fees, sales discounts, and allowances are accounted for as a direct reduction of revenues as follows for the three and six months ended June 2025 and 2024:

Schedule of Revenue

|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
|  | For the Three Months Ended |  |  | For the Six Months Ended |
|  | June 30, |  |  | June 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Revenue |  | $ | 3,430,029 |  |  | $ | 1,451,828 |  |  | $ | 6,662,320 |  |  | $ | 2,922,664 |
Less: slotting, discounts, and allowances |  |  | 130,291 |  |  |  | 88,842 |  |  |  | 169,060 |  |  |  | 92,662 |
Net revenue |  | $ | 3,299,738 |  |  | $ | 1,362,986 |  |  | $ | 6,493,260 |  |  | $ | 2,830,002 |

Cost of Goods Sold

Cost of goods sold includes the direct costs associated with the purchase, production and manufacturing of the Company’s products. Production costs are primarily calculated from direct raw materials, labor, and variable manufacturing costs. We determine manufacturing overhead by applying a predetermined rate based on actual machine hours used in production. Overhead costs include factory rent, utilities, depreciation, and other factory-related expenses, allocated to products based on the factory’s capacity and actual machine hours incurred during production.

We analyze factory capacity to establish a normal level of production, which serves as the basis for allocating manufacturing overhead costs. This approach ensures that our overhead costs are systematically and consistently allocated to inventory.

Advertising and Promotions Costs

The Company incurs advertising and promotional expenses related to demos with customers, trade shows, and promotional allowances. Advertising and promotional costs are expensed as incurred. Advertising and promotional expenses were $307,635 and $98,204 for the six months ending June 30, 2025 and 2024, respectively.

11

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Stock-Based Compensation

The Company accounts for equity instruments issued to employees and non-employees in accordance with the provisions of ASC 718 Stock Compensation (“ASC 718”). All transactions in which the consideration provided in exchange for the purchase of goods or services consists of the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

The Company incurred stock-based compensation in the amount of $81,097 and $684,220 for the six months ended June 30, 2025 and 2024, respectively.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.

Recently Adopted Accounting Standards

In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure.” The ASU updated reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment performance. The Company adopted ASU No. 2023-07 during the year ended December 31, 2024. See Note 19 “Segment Reporting” in the accompanying Notes to the Consolidated Financial Statements for additional information.

Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The amendments in this ASU add specific requirements for income tax disclosures to improve transparency and decision usefulness. The guidance in ASU 2023-09 requires that public business entities disclose specific categories in the income tax rate reconciliation and provide additional qualitative information for reconciling items that meet a quantitative threshold. In addition, the amendments in ASU 2023-09 require that all entities disclose the amount of income taxes paid disaggregated by federal, state, and foreign taxes and disaggregated by individual jurisdictions. The ASU also includes other disclosure amendments related to the disaggregation of income tax expense between federal, state and foreign taxes. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this update should be applied on a prospective basis and retrospective application is permitted. The Company does not expect a material impact to its financial position, results of operations, or cash flows from adoption of this guidance.

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03 and in January 2025, the FASB issued ASU 2025-01, “Income Statement - Reporting Comprehensive Income -Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” The guidance requires disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The ASU is effective in the first annual reporting period beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently assessing the effect that adoption of this guidance will have on its Consolidated Financial Statements.

In July 2025, the FASB issued ASU No. 2025-05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025-05”) which provides a practical expedient for all entities related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under Topic 606. ASU 2025-05 will be adopted prospectively and will be effective for the Company beginning January 1, 2026, including interim periods in 2026, with early adoption permitted. The Company is currently assessing the effect that adoption of this guidance will have on its Consolidated Financial Statements.

Note 2 – Related Party Transactions

Kaufman Convertible Note

On July 15, 2024, the Company entered into a Securities Purchase Agreement (as amended, the “SPA”) with Daniel L. Kaufman, pursuant to which Mr. Kaufman agreed to purchase from the Company, in a private placement (i) a 12% Senior Secured Convertible Promissory Note in the principal amount of up to $3,400,000 (the “Convertible Note”), convertible into shares of the Company’s common stock at a fixed price of $0.7582 per share of common stock, a (ii) a warrant to purchase 1,000,000 shares of common stock at an exercise price of $1.00 per share (the “$1.00 Warrant”), and (iii) a warrant to purchase 500,000 shares of common stock at an exercise price of $1.50 per share (the “$1.50 Warrant” and, together with the $1.00 Warrant, the “Warrants” and together with the Convertible Note, the “Purchased Securities”), in consideration of an initial loan in the principal amount of $2,000,000 (the “Initial Loan”) made to the Company under the Convertible Note, subject to the terms and conditions thereof. On July 19, 2024, the Company, Mr. Kaufman and Kaufman Kapital LLC (“Kaufman Kapital”) entered into an amendment to the SPA, which among other things, replaced Mr. Kaufman with Kaufman Kapital as the “Investor” under the SPA.

On July 24, 2024, the Company issued the Purchased Securities to Kaufman Kapital in consideration of making the Initial Loan to the Company. On December 9, 2024, Kaufman Kapital made an additional loan to the Company under the Convertible Note in the amount of $1,400,000.

The Convertible Note matures on the earlier of (i) December 31, 2025, (ii) the sale by the Company of $5,000,000 of equity or debt securities in a single transaction or series of related transactions (excluding certain specified transactions), or (iii) the closing of a change of control transaction as provided in the Convertible Note. Loans outstanding under the Convertible Note bear interest at an initial rate of 12% per annum, and together with accrued principal are convertible into common stock.

12

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

On June 1, 2025 the Company and Kaufman Kapital entered into a Warrant Exercise and Amendment to Notes and Warrant Agreement (the “Warrant Exercise Agreement”), pursuant to which Kaufman Kapital exercised in full the $1.00 Warrant on June 4, 2025 for a cash payment to the Company of $1,000,000. In addition, pursuant to the Warrant Exercise Agreement, Kaufman Kapital and the Company agreed (i) to extend the expiration date of the $1.50 Warrant to December 31, 2026, (ii) to extend the maturity date of the Convertible Note to December 31, 2026, (iii) to extend the maturity date of the Senior Secured Promissory Note of the Company in the original principal amount of $1,200,000, issued to Kaufman on August 29, 2024 (the “Secured Note”) to December 31, 2025, (iv) that the Company will not make any prepayment under the Convertible Note at any time amounts are outstanding under the Secured Note or any other non-convertible notes of the Company (excluding notes issued pursuant to equipment financing), and (v) that the Company will not prepay more than $2,400,000 of principal outstanding under the Convertible Note prior to September 30, 2026. The amendment to the $1.50 Warrant resulted in $32,099 of additional interest expense.

The Company’s obligations under the Convertible Note are secured by a lien granted to Kaufman Kapital on substantially all of the Company’s assets pursuant to a Security Agreement entered between the Company and Kaufman Kapital (the “Security Agreement”). In addition, the Convertible Note includes affirmative and negative covenants, events of defaults and other terms and conditions, customary in transactions of this nature.

Kaufman Promissory Note

On August 30, 2024, the Company borrowed $1,200,000 from Kaufman Kapital pursuant to the Secured Note. The Secured Note matures on June 30, 2025, as amended. The loan under the Secured Note bears interest at a rate of 15% per annum. The Company’s obligations under the Secured Note are secured by a lien on substantially all of the Company’s assets pursuant to the Security Agreement. In addition, the Secured Note includes affirmative and negative covenants, events of defaults and other terms and conditions, customary in transactions of this nature.

On May 7, 2025, the Company repaid $325,000 of principal on the Secured Note. On June 1, 2025, the maturity date of the Secured Note was extended to December 31, 2025 pursuant to the Warrant Exercise Agreement as described above.

Eagle Vision Promissory Notes

In connection with the sale of the Purchased Securities to Kaufman Kapital LLC under the SPA, the Company entered into an Omnibus Amendment to Note Documents with substantially all of the holders (the “Holders”) of the Company’s Senior Notes and Warrants issued under that certain Subscription Agreement dated as of January 10, 2024, as amended, pursuant to which, among other things, (i) the exercise price of the Warrants issued to the Holders was reduced from $2.00 to $1.00, (ii) the outside maturity date of the Senior Notes held by the Holders was extended from December 31, 2024 to December 31, 2025 (subject to further extension in the event the maturity date of the Convertible Note is extended), (iii) the Company’s obligation to make payments of principal under the Senior Notes held by the Holders beginning July 1, 2024 has been eliminated, and instead all obligations of the Company under such Senior Notes will be due in one lump sum on the maturity date of the Senior Notes, and (iv) the Company’s obligations under the Convertible Note and liens granted to the holder thereof, will be pari passu with the Company’s obligations under the Senior Notes held by the Holders and liens granted to the holders thereof. The amendment warrants resulted in $89,949 of additional interest expense.

On various dates from January 9, 2024 through May 22, 2024, the Company completed the sale of an aggregate $1,675,000 of Senior Secured Promissory Notes (“Senior Notes”) and Warrants (“Warrants”) to purchase an aggregate of 518,750 shares of the Company’s common stock, to a group of Investors (“Investors”) led by Eagle Vision Fund LP (“Eagle Vision”), an affiliate of John Dalfonsi, CFO of the Company, pursuant to a subscription agreement between the Company and the Investors.

Pursuant to the subscription agreements, Eagle Vision was paid aggregate cash fees in the amount of $177,500 upon the closing of the transactions for due diligence fees in consideration of services rendered and to be rendered by Eagle Vision to the Company and the investors, including conducting due diligence with respect to the Company, monitoring the performance by the Company of its obligations under the senior secured notes, servicing the interest and principal payments for purchasers, engaging in ongoing discussions with the Company’s management regarding the Company’s operations and financial condition, acting as collateral agent, and evaluating financial and non-financial information related to the Company, which services are to be provided by Eagle Vision until the senior secured notes have been paid in full, and an aggregate $35,000 of legal fees was paid to Investors’ counsel.

The Notes mature on the earlier of December 31, 2025, or the occurrence of a Qualified Subsequent Financing or Change of Control (as such terms are defined in the Subscription Agreement) and bear interest at a rate of 15% per annum. In addition, the Notes are subject to covenants, events of defaults and other terms and conditions set forth in the Subscription Agreement. The Company’s obligations under the Notes are secured by liens on substantially all of the Company’s assets pursuant to the terms of a Security Agreement between the Company and the Investors.

Each Warrant is exercisable for a 10-year period at an exercise price of $1.00 per share.

On various dates in June 2025, principal repayments totaling $310,000 were made to Holders of the Senior Notes. In addition, during June 2025, those Holders exercised warrants on a cash basis for 135,000 shares of the Company’s common stock for an aggregate purchase price of $135,000.

13

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 3 – Fair Value of Financial Instruments

Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.

The Company has cash, notes receivable, derivative liabilities and debts that must be measured under the fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of June 30, 2025 and December 31, 2024:

Schedule of Valuation of Financial Instruments at Fair Value on a Recurring Basis

|  | Level 1 |  |  | Level 2 |  |  | Level 3 |
|  | Fair Value Measurements at June 30, 2025 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |
Assets |  |  |  |  |  |  |  |  |  |  |  |
Cash |  | $ | 641,129 |  |  | $ | - |  |  | $ | - |
Right-of-use-asset |  |  | - |  |  |  | - |  |  |  | 1,481,133 |
Notes receivable |  |  | - |  |  |  | 359,982 |  |  |  | - |
Total assets |  |  | 641,129 |  |  |  | 359,982 |  |  |  |  |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |
Convertible notes payable, related parties net of $33,568 of discounts |  |  | - |  |  |  | - |  |  |  | 3,366,432 |
Notes payable |  |  | - |  |  |  | 73,230 |  |  |  | - |
Notes payable, related parties |  |  | - |  |  |  | 2,125,000 |  |  |  | - |
Lease liabilities |  |  | - |  |  |  | - |  |  |  | 1,699,841 |
Total liabilities |  |  | - |  |  |  | 2,198,230 |  |  |  | 5,066,273 |
Total assets and liabilities |  | $ | 641,219 |  |  | $ | (1,838,248 | ) |  | $ | (3,585,140 | )

|  | Level 1 |  |  | Level 2 |  |  | Level 3 |
|  | Fair Value Measurements at December 31, 2024 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |
Assets |  |  |  |  |  |  |  |  |  |  |  |
Cash |  | $ | 2,329,452 |  |  | $ | - |  |  | $ | - |
Right-of-use-asset |  |  | - |  |  |  | - |  |  |  | 1,575,497 |
Notes receivable |  |  | - |  |  |  | 359,982 |  |  |  | - |
Total assets |  |  | 2,329,452 |  |  |  | 359,982 |  |  |  | 1,575,497 |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |
Convertible notes payable, related parties net of $66,587 of discounts |  |  | - |  |  |  | - |  |  |  | 3,333,413 |
Notes payable |  |  | - |  |  |  | 286,147 |  |  |  | - |
Notes payable, related parties |  |  | - |  |  |  | 2,760,000 |  |  |  | - |
Lease liabilities |  |  | - |  |  |  | - |  |  |  | 1,695,039 |
Total liabilities |  |  | - |  |  |  | 3,046,147 |  |  |  | 5,028,452 |
Total assets and liabilities |  | $ | 2,329,452 |  |  | $ | (2,686,165 | ) |  | $ | (3,452,955 | )

There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the six months ended June 30, 2025, or the year ended December 31, 2024.

14

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 4 – Major Customers and Accounts Receivable

The Company had certain customers whose revenue individually represented 10% or more of the Company’s total net revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as follows:

For the six months ended June 30, 2025, three customers accounted for 97.1% of net revenue and 97.6% of accounts receivable at the end of the period, and for the six months ended June 30, 2024, one customer accounted for 99% of net revenue and 91% of accounts receivable at the end of the period.

Note 5 – Prepaid Expenses and Other Current Assets

Other current assets consisted of the following as of June 30, 2025 and December 31, 2024:

Schedule of Prelaid Expenses And Other Current Assets

|  | June 30, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
Prepaid insurance costs |  | $ | 14,057 |  |  | $ | 21,736 |
Prepaid advertising and trade show fees |  |  | 558 |  |  |  | 14,944 |
Prepaid professional fees & license fees |  |  | 11,500 |  |  |  | 27,369 |
Prepaid software service |  |  | 29,333 |  |  |  | - |
Prepaid taxes |  |  | 24,110 |  |  |  | - |
Miscellaneous prepaid expenses |  |  | 15,692 |  |  |  | 19,583 |
Interest receivable |  |  | 36,096 |  |  |  | 30,740 |
VAT tax receivable |  |  | 433,931 |  |  |  | - |
Total other current assets |  | $ | 565,277 |  |  | $ | 114,372 |

Note 6 – Property and Equipment

Property and equipment as of June 30, 2025 and December 31, 2024 consisted of the following:

Schedule of Property and Equipment

|  | June 30, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
Leasehold Improvements |  | $ | 179,127 |  |  | $ | 127,408 |
Machinery and equipment |  |  | 4,752,521 |  |  |  | 4,316,964 |
Office Furniture, fixtures and equipment |  |  | 140,225 |  |  |  | 136,169 |
Less: Accumulated depreciation |  |  | (829,802 | ) |  |  | (524,242 | )
Total property and equipment, net |  | $ | 4,242,071 |  |  | $ | 4,056,299 |

Depreciation of property and equipment was $305,560 and $112,671 for the six months ended June 30, 2025, and 2024, respectively.

Note 7 – Other Assets and Other Receivable

Other Assets

The Company has other assets of $1,267,000 as of June 30, 2025, and December 31, 2024, consisting of the first mortgage position on the production facility it leases in Pisco, Peru (the “FPM”), which the Company acquired to protect its long-term strategic interests. See Note 13 Leases. During 2024, the landlord of the leased facility entered bankruptcy proceedings.

On May 10, 2024, the Company made the first payment of $275,000 toward the FPM. The FPM is secured by the facility in Peru. Payments were made in various installments totaling $355,000 as of December 31, 2024, and $912,000 during the six months ended June 30, 2025.

Other Receivable

The Company’s Peruvian operations are subject to an 18% value-added tax (“VAT”) or (“Impuesto General a las Ventas” or “IGV”) on substantially all purchases and exports of goods and services. IGV paid on purchases can be offset against IGV collected on exports, with the net amount either remitted to, or recovered from, the Peruvian tax authority (SUNAT), as applicable. This receivable is recoverable through future offsets of IGV payable or, in certain circumstances, through a refund claim. IGV does not represent an expense of the Company when recoverable and is recorded as an asset until applied or refunded.

As of June 30, 2025, the Company’s Peruvian operations had paid more IGV on purchases than it had collected on sales, resulting in a net IGV receivable of $1,034,023, of which $433,931 is classified in Other Current Assets. See Note 5 above. The first refund payment from SUNAT was received on July 10, 2025, in the amount of $233,475.

15

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 8 – Notes Receivable

Nanuva Note Receivable

On February 4, 2021, the Company entered into a Manufacturing and Distributorship Agreement (“MDA”) with Natural Nutrition SpA, a Chilean company (“Nanuva”), in which the Company loaned $500,000 to Nanuva (“Advance Payment”) to help finance the capital investment needed for Nanuva to purchase two Enwave Rev 10 machines to be used in servicing the Company’s manufacturing needs. The MDA expires on May 31, 2027, with automatic annual renewals thereafter, unless it is terminated in accordance with the terms of the MDA. The note bears interest at 3% per annum on the outstanding principal.

On February 4, 2024, the Company and Nanuva entered into an amendment to the MDA which extended the date on which Nanuva is required to make the first minimum contractual annual payment to June 30, 2024. Repayments are based on kilograms produced by Nanuva for the Company, or a minimum of $12,000 per contractual year.

In April 2024 the Company advanced Nanuva $75,600 for inventory orders which were not fulfilled. The Company currently manufactures all of its products at its facility in Pisco, Peru and does not anticipate utilizing Nanuva in the future for third-party manufacturing. As of June 30, 2025, a $75,600 allowance for doubtful accounts for the prepaid inventory was established.

As of June 30, 2025, a total of $156,241 of the Advance Payment had been repaid as a reduction of inventory costs, consisting of $140,018 of principal and $16,223 of interest. The Note Receivable is current with the next $12,000 minimum contractual annual payment due by January 31, 2026.

As of June 30, 2025, a total of $396,078 was outstanding from Nanuva, consisting of $359,982 of principal and $36,096 of unpaid interest. The Advance Payment is collateralized by a second lien in the equipment. The Company has commenced negotiations with Nanuva to recover the two Enwave Rev 10 Machines and terminate the MDA.

Note 9 – Accrued Expenses

Accrued expenses consisted of the following as of June 30, 2025 and December 31, 2024, respectively:

Schedule of Accrued Expenses

|  | June 30, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
Accrued payroll and taxes |  | $ | 255,604 |  |  | $ | 82,338 |
Accrued interest |  |  | 470,599 |  |  |  | 210,783 |
Accrued chargebacks |  |  | 14,399 |  |  |  | 26,663 |
Accrued royalties |  |  | 44,495 |  |  |  | 13,830 |
Total accrued expenses |  | $ | 785,097 |  |  | $ | 333,614 |

Note 10 – Convertible Notes Payable, Related Parties

As discussed in further detail in Note 2, on July 24, 2024, the Company issued the $3.4 million Convertible Note to Kaufman Kapital, together with Warrants, convertible into shares of common stock at a fixed price of $0.7582 per share. The Convertible Note matures on the earlier of (i) December 31, 2025, (ii) the sale by the Company of $5,000,000 of equity or debt securities in a single transaction or series of related transactions (excluding certain specified transactions), or (iii) the closing of a change of control transaction as provided in the Convertible Note. Loans outstanding under the Convertible Note bear interest at an initial rate of 12% per annum, and together with accrued principal are convertible into common stock.

The Company’s obligations under the Convertible Note are secured by a lien granted to Kaufman Kapital on substantially all of the Company’s assets pursuant to the Security Agreement. In addition, the Convertible Note includes affirmative and negative covenants, events of defaults and other terms and conditions, customary in transactions of this nature.

In accordance with ASC 470, the Company recorded total discounts of $95,958, consisting of $75,000 of legal fees and $20,958 related to the relative fair value of the Warrants. The discounts are amortized to interest expense over the term of the loan using the effective interest method. As of June 30, 2025, a total of $33,568 of unamortized debt discounts are expected to be expensed over the remaining life of the loan.

The Company recognized $340,467 of interest expense on convertible notes payable, related parties for the six months ended June 30, 2025, consisting of $323,867 of stated interest expense, $25,808 of amortized debt discounts and $7,211 of amortized debt discounts due to warrants.

16

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 11 – Notes Payable

Notes payable consists of the following as of June 30, 2025, and December 31, 2024:

Schedule of Notes Payable

|  | June 30, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
On May 22, 2023, the Company entered into an equipment purchase agreement with EnWave for the purchase of a used 100kW Rev vacuum microwave dehydration machine (the “EnWave Machine”). Cash payments of $500,000 were paid towards the $1,000,000 purchase price on the EnWave Machine, while the $500,000 balance due is to be paid in twelve (12) monthly installments of $44,424, bearing interest 12% per annum, commencing August 1, 2024. |  | $ | 38,730 |  |  | $ | 251,647 |
On May 17, 2020, the Company entered into a loan agreement with the United States Small Business Administration (the “SBA”), as lender, pursuant to the SBA’s Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business (the “EIDL Loan Agreement”) encompassing a $34,500 Promissory Note issued to the SBA (the “EIDL Note”) (together with the EIDL Loan Agreement, the “EIDL Loan”), bearing interest at 3.75% per annum. In connection with entering into the EIDL Loan, the Company also executed a security agreement, dated May 17, 2020, between the SBA and the Company pursuant to which the EIDL Loan is secured by a security interest on all of the Company’s assets. Under the EIDL Note, the Company is required to pay principal and interest payments of $169 every month beginning May 17, 2021; however, the SBA extended the repayment date to November 17, 2022. All remaining principal and accrued interest is due and payable on May 17, 2050. The EIDL Note may be repaid at any time without penalty. |  |  | 34,500 |  |  |  | 34,500 |
Total notes payable |  | $ | 73,230 |  |  | $ | 286,147 |
Less: current maturities |  |  | 38,730 |  |  |  | 251,647 |
Notes payable, less current maturities |  | $ | 34,500 |  |  | $ | 34,500 |

The Company recognized $9,972 and $903 of interest expense on notes payable for the six months ended June 30, 2025, and 2024, respectively.

Note 12 – Notes Payable, Related Parties

Kaufman Note

As discussed in Note 2, on August 30, 2024, the Company borrowed $1,200,000 from Kaufman Kapital pursuant to a Senior Secured Promissory Note that, as amended, matures on December 31, 2025. The loan under the Secured Note bears interest at a rate of 15% per annum. The Company’s obligations under the Secured Note are secured by a lien on substantially all of the Company’s assets pursuant to the Security Agreement. In addition, the Secured Note includes affirmative and negative covenants, events of defaults and other terms and conditions, customary in transactions of this nature.

On May 7, 2025, the Company repaid $325,000 of principal on the Secured Note.

Eagle Vision Notes

As discussed in Note 2, in connection with the sale of the Purchased Securities to Kaufman Kapital under the SPA, the Company entered into an Omnibus Amendment to Note Documents with substantially all of the Holders of the Company’s Senior Notes and Warrants issued under that certain Subscription Agreement dated as of January 10, 2024, as amended, pursuant to which, among other things, (i) the exercise price of the Warrants issued to the Holders was reduced from $2.00 to $1.00, (ii) the outside maturity date of the Senior Notes held by the Holders was extended from December 31, 2024 to December 31, 2025 (subject to further extension in the event the maturity date of the Convertible Note is extended), (iii) the Company’s obligation to make payments of principal under the Senior Notes held by the Holders beginning July 1, 2024 has been eliminated, and instead all obligations of the Company under such Senior Notes will be due in one lump sum on the maturity date of the Senior Notes, and (iv) the Company’s obligations under the Convertible Note and liens granted to the holder thereof, will be pari passu with the Company’s obligations under the Senior Notes held by the Holders and liens granted to the holders thereof. The amendment warrants resulted in $89,949 of additional interest expense.

17

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

During the period of May 14, 2024, through May 22, 2024, the Company completed the sale of an aggregate of $1,050,000 of Senior Notes, and Warrants to purchase an aggregate of 262,500 shares of the Company’s common stock, to a group of Investors led by Eagle Vision, an affiliate of John Dalfonsi, a director of the Company and its Chief Financial Officer. The sales were effected pursuant to a Subscription Agreement, dated January 10, 2024, between the Company and the investors in the Senior Notes, as amended by an amendment (“First Amendment”) to the Subscription Agreement dated as of April 16, 2024 (as so amended, the “Subscription Agreement”).

The Senior Notes mature on the earlier of December 31, 2025, or the occurrence of a Qualified Subsequent Financing or Change of Control (as such terms are defined in the Subscription Agreement) and bear interest at a rate of 15% per annum. In addition, the Senior Notes are subject to covenants, events of defaults and other terms and conditions set forth in the Subscription Agreement. The Company’s obligations under the Notes are secured by liens on substantially all of the Company’s assets pursuant to the terms of the Security Agreement entered into by the Company on January 10, 2024, in favor of holders of the Senior Notes (the “Security Agreement”). Each Warrant is exercisable for a 10-year period at an exercise price of $1.00 per share.

On April 16, 2024, the Company completed the sale of $225,000 of Senior Notes, and Warrants to purchase an aggregate of 56,250 shares of the Company’s common stock, to a group of seven Investors, pursuant to a First Amendment to the Subscription Agreement between the Company and the Investors dated as of April 16, 2024. The First Amendment incorporates and amends certain provisions of the Subscription Agreement, dated January 10, 2024, previously entered into by the Company and investors that purchased Notes and Warrants from the Company on January 10, 2024 (the “January Investors”). On July 30, 2024, the Company repaid an aggregate total of $115,000 of principal to three of the seven Investors in settlement of their promissory notes.

The First Amendment also (i) increased the aggregate principal amount of the Senior Notes available to be sold from time to time under the Subscription Agreement from $400,000 to $2,000,000, (ii) increased the number of shares of common stock of the Company available to be issued under Warrants sold from time to time under the Subscription Agreement from 100,000 to 600,000, (iii) provides for an aggregate one-time payment in the amount of $46,290 to the January Investors and the issuance to them of Warrants to purchase 100,000 shares of common stock, in consideration of their agreement to enter into the First Amendment, and (iv) provided for the payment of up to $80,000 to Eagle Vision Fund with the proceeds of Notes to be issued by the Company at subsequent closings of sales of Senior Notes and Warrants, in consideration of services rendered and to be rendered by Eagle Vision to holders of the Senior Notes while the Notes are outstanding, including acting as collateral agent and due diligence and collateral monitoring services.

On January 9, 2024, the Company completed the sale of $400,000 of Senior Notes and Warrants to purchase an aggregate of 100,000 shares of the Company’s common stock, to a group of six Investors led by Eagle Vision, pursuant to a Subscription Agreement between the Company and the Investors.

In accordance with ASC 470, the Company recorded total discounts of $339,698, including $80,908 on the relative fair value of the Warrants during the year ended December 31, 2024. The discounts were amortized to interest expense during 2024 using the effective interest method.

Eagle Vision has been paid aggregate cash fees in the amount of $177,500 from the sales of the Senior Notes in consideration of services rendered and to be rendered by Eagle Vision to the Company and the holders of the Senior Notes, including for conducting due diligence with respect to the Company, monitoring the performance by the Company of its obligations under the Senior Notes, servicing the interest and principal payments for holders of the Senior Notes, engaging in ongoing discussions with the Company’s management regarding the Company’s operations and financial condition, acting as collateral agent, and evaluating financial and non-financial information related to the Company. The Company has also paid an aggregate of $35,000 of the investors’ legal fees from sales of the Senior Notes.

To date, in a series of closings pursuant to the Subscription Agreement, including the most recent sales described above, the Company has issued an aggregate $1,675,000 of principal pursuant to the Senior Notes, and Warrants to purchase an aggregate 518,750 shares of common stock.

On various dates in June 2025, principal repayments totaling $310,000 were made to Holders of the Senior Notes. In addition, during June 2025, those Holders exercised warrants on a cash basis for 135,000 shares of the Company’s common stock for an aggregate purchase price of $135,000.

Notes payable, related parties, consists of the following as of June 30, 2025 and December 31, 2024:

Schedule of Notes Payable Related Parties

|  | June 30, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
Total Kaufman Note |  | $ | 875,000 |  |  | $ | 1,200,000 |
Total Senior Notes held by Eagle Vision |  |  | 1,250,000 |  |  |  | 1,560,000 |
Total Senior Notes Payable |  |  | 1,250,000 |  |  |  | 1,560,000 |
Total notes payable, related parties |  |  | 2,125,000 |  |  |  | 2,760,000 |
Less: current maturities |  |  | 2,125,000 |  |  |  | 2,760,000 |
Notes payable, related parties, less current maturities |  | $ | - |  |  | $ | - |

18

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The Company recognized $197,577 of interest expense on notes payable, related parties for the six months ended June 30, 2025, and $146,798 of interest expense on notes payable, related parties for the six months ended June 30, 2024, consisting of $54,630 of stated interest expense, $71,718 of amortized debt discounts and $20,450 of amortized debt discounts due to warrants.

The Company recognized aggregate interest expense for the six months ended June 30, 2025, and 2024 respectively, as follows:

Schedule of Recognized Interest Expense

|  | June 30, |  |  | June 30, |
|  | 2025 |  |  | 2024 |
Interest on convertible notes payable, related parties |  | $ | 208,996 |  |  | $ | - |
Amortization of debt discounts on related party convertible notes |  |  | 25,808 |  |  |  | - |
Amortization of debt discounts on related party convertible notes, warrants |  |  | 7,211 |  |  |  | - |
Amortization of debt discounts on related party convertible notes |  |  | 7,211 |  |  |  | - |
Interest on notes payable |  |  | 9,972 |  |  |  | 903 |
Interest on notes payable, related parties |  |  | 197,577 |  |  |  | 54,630 |
Interest on notes payable |  |  | 197,577 |  |  |  | 54,630 |
Amortization of debt discounts on related party notes |  |  | - |  |  |  | 71,718 |
Amortization of debt discounts on related party notes, warrants |  |  | - |  |  |  | 20,450 |
Amortization of debt discounts on related party notes |  |  | - |  |  |  | 20,450 |
Amended warrant |  |  | 32,099 |  |  |  | - |
Interest on credit cards |  |  | 661 |  |  |  | - |
Interest on first credit position financing |  |  | 22,389 |  |  |  | - |
Total interest expense |  | $ | 504,713 |  |  | $ | 147,701 |

Note 13 – Leases

Equipment Lease

The Company has financed production equipment with an acquisition cost of approximately $168,141 under a finance lease with a five-year term and a bargain purchase price of $1.00 at the end of the lease term. The finance lease commenced on May 9, 2023, and expires on May 31, 2028, with monthly lease payments of $3,657 commencing June 1, 2023, and a pre-funding and acceptance fee of $18,079, subject to the ASU 2016-02. As the Company’s lease does not provide implicit discount rates, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.

Peru Facility Lease

On May 10, 2024, the Company entered into a ten-year lease for the 50,000 square-foot Peru Facility, which commenced operations in December of 2024. The lease of the Peru Facility requires monthly lease payments of $8,000 in the first two years of the lease, $20,000 in the third year of the lease, $22,000 in the fourth year of the lease, $24,000 in the fourth year of the lease, and $25,000 thereafter. The lease also has a 10-year renewal option, and a buy-out option under which the Company may purchase the Peru Facility for $1,865,456.

In connection with the lease of the Peru Facility, the Company purchased a first position mortgage receivable in the amount of $1,267,000, which is secured by the Peru Facility and was owed by the landlord of the Peru Facility to its former tenant, for a purchase price of $1,267,000, of which payments were made in various installments totaling $355,000 as of December 31, 2024 and $912,000 during the six months ended June 30, 2025.

19

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The components of lease expense were as follows:

Schedule of Components of Lease Expenses

|  | 2025 |  |  | 2024 |
|  | For the Six Months Ended |
|  | June 30, |
|  | 2025 |  |  | 2024 |
Operating lease cost: |  |  |  |  |  |  |  |
Amortization of right-of-use asset |  | $ | 77,359 |  |  | $ | 32,389 |
Interest on lease liability |  |  | 20,243 |  |  |  | 14,124 |
Total operating lease cost |  |  | 97,602 |  |  |  | 46,513 |
Finance lease cost: |  |  |  |  |  |  |  |
Amortization of right-of-use asset |  | $ | 17,005 |  |  | $ | 17,114 |
Interest on lease liability |  |  | 6,357 |  |  |  | 6,915 |
Total finance lease cost |  |  | 23,362 |  |  |  | 24,029 |
Total lease costs |  | $ | 120,964 |  |  | $ | 70,542 |

Supplemental balance sheet information related to leases was as follows:

Schedule of Supplemental Information Related to Leases

|  | June 30, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
Operating lease: |  |  |  |  |  |  |  |
Operating lease assets |  | $ | 1,366,677 |  |  | $ | 1,444,036 |
Current portion of operating lease liability |  | $ | - |  |  |  | - |
Noncurrent operating lease liability |  |  | 1,593,424 |  |  |  | 1,573,035 |
Total operating lease liability |  | $ | 1,593,424 |  |  | $ | 1,573,035 |
Finance lease: |  |  |  |  |  |  |  |
Finance lease assets |  | $ | 114,456 |  |  | $ | 131,461 |
Current portion of finance lease liability |  | $ | 30,888 |  |  |  | 29,243 |
Noncurrent finance lease liability |  |  | 75,529 |  |  |  | 92,761 |
Total finance lease liability |  | $ | 106,417 |  |  | $ | 122,004 |
Weighted average remaining lease term: |  |  |  |  |  |  |  |
Operating lease |  |  | 9.77 years |  |  |  | 9.86 years |
Finance lease |  |  | 2.66 years |  |  |  | 3.13 years |
Weighted average discount rate: |  |  |  |  |  |  |  |
Operating lease |  |  | 9 | % |  |  | 9 | %
Finance lease |  |  | 11 | % |  |  | 11 | %

Supplemental cash flow and other information related to finance leases was as follows:

Schedule of Supplemental Cash and Other Information Related to finance Leases

|  | 2025 |  |  | 2024 |
|  | For the Six Months Ended |
|  | June 30, |
|  | 2025 |  |  | 2024 |
Cash paid for amounts included in the measurement of lease liabilities: |  |  |  |  |  |  |  |
Operating cash flows (provided by) used for operating leases |  | $ | (20,389 | ) |  | $ | 1,875 |
Finance cash flows used for finance leases |  | $ | 15,587 |  |  | $ | 15,027 |
Leased assets obtained in exchange for lease liabilities: |  |  |  |  |  |  |  |
Total operating lease liabilities |  | $ | - |  |  | $ | 1,943,358 |
Total finance lease liabilities |  | $ | - |  |  | $ | 168,320 |

20

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The future minimum lease payments due under operating leases as of June 30, 2025, is as follows:

Schedule of Future Minimum Operating Lease Payments

Year Ending |  | Minimum Lease |
December 31, |  | Commitments |
2025 (for the six months remaining) |  | $ | 48,000 |
2026 |  |  | 192,000 |
2027 |  |  | 256,000 |
2028 |  |  | 280,000 |
2029 |  |  | 296,000 |
Thereafter |  |  | 1,300,000 |
Total minimum lease payments |  |  | 2,372,000 |
Less effects of discounting |  |  | 778,576 |
Lease liability recognized |  |  | 1,593,424 |
Less current portion |  |  | - |
Long-term operating lease liability |  | $ | 1,593,424 |

The future minimum lease payments due under finance leases as of June 30, 2025, is as follows:

Schedule of Future Minimum Lease Payments

Year Ending |  | Minimum Lease |
December 31, |  | Commitments |
2025 (for the six months remaining) |  | $ | 21,943 |
2026 |  |  | 43,886 |
2027 |  |  | 43,886 |
2028 |  |  | 14,629 |
Total minimum lease payments |  |  | 124,344 |
Less effects of discounting |  |  | 17,927 |
Lease liability recognized |  |  | 106,417 |
Less current portion |  |  | 30,888 |
Long-term finance lease liability |  | $ | 75,529 |

Note 14 – Commitments and Contingencies

Legal Matters

From time to time, the Company may be a party to various legal matters, threatened claims, or proceedings in the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. The Company assesses the likelihood of outcomes in litigation and makes appropriate accruals and disclosures based on current information and legal counsel’s opinions. There’s no guarantee that these matters won’t significantly impact the Company’s business, financial position, or results of operations. Legal accruals are recorded when and if it is determined that a loss related to a certain matter is both probable and reasonably estimable.

The Company is the subject of a lawsuit recently commenced by its former chief financial officer alleging wrongful termination. Based on information currently available to the Company and the advice of legal counsel, management believes that the outcome of this lawsuit is not probable to result in a material adverse effect on the Company’s financial position, results of operations, or cash flows. While the Company intends to vigorously defend itself against these allegations, the ultimate outcome of the lawsuit is not possible to predict. At this time given the uncertainties inherent in litigation, it is not reasonable to estimate the amount or range of any potential loss, and therefore no liability has been accrued in the accompanying financial statements.

Other than as set forth above, there are no legal matters pending against the Company.

Operating Lease

On May 10, 2024, the Company entered into a ten-year lease for the 50,000 square-foot Peru Facility, which commenced operations in December of 2024. The lease requires monthly lease payments of $8,000 in the first two years of the lease, $20,000 in the third year of the lease, $22,000 in the fourth year of the lease, $24,000 in the fourth year of the lease, and $25,000 thereafter. The lease also has a 10-year renewal option, and a buy-out option under which the Company may purchase the Peru Facility for $1,865,456.

Finance Lease

The Company leases equipment under a non-cancelable finance lease payable in monthly installments of $3,657 expiring on May 31, 2028.

21

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Other Contractual Commitments

On January 19, 2022, the Company entered into a contract manufacturing agreement with NXTDried Superfoods SAC to produce products for distribution by the Company. The Company agreed to pre-pay for inventory via an advance to enable the manufacturer to invest in necessary processing facilities that will be reimbursed to the Company on an agreed per kg basis over the period of 2022 to 2026.

On May 7, 2021, the Company entered into a license agreement (“License Agreement”) with EnWave, pursuant to which EnWave licensed to the Company a collection of patents and intellectual property (the “EnWave Technology”) used to manufacture and operate vacuum microwave dehydration machines purchased by the Company from EnWave (the “EnWave Equipment”). The License Agreement was amended on October 26, 2022, September 27, 2023, and May 23, 2024, to, among other things, modify the exclusivity retention royalty payments required to be paid by the Company. The License Agreement entitles EnWave to a fixed royalty percentage on all of the Company’s revenue from the sale of products produced using the EnWave Technology, net of trade or volume discounts, refunds paid, settled claims for damaged goods, applicable excise, sales and withholding taxes imposed at the time of the sale, and provides the Company with certain exclusivity rights with respect to the production of avocado products. In order to maintain exclusivity, the Company must make annual royalty minimum payments to EnWave of $250,000 per year, commencing in 2025 and continuing through each subsequent year in perpetuity, as long as the Company elects to maintain exclusivity.

In addition to the initial EnWave Equipment we purchased, the Company agreed to purchase additional equipment from EnWave over time. The additional equipment purchase schedule, as amended, required the Company to purchase a “Second EnWave Machine”, which was purchased in full on December 12, 2024. The Company is also required to execute an Equipment Purchase Agreement for a 120kW, or greater rated power, EnWave Equipment (the “Third EnWave Machine”) on or before December 31, 2025, and satisfy the payment obligations required with respect to the Third EnWave Machine by the License Agreement. The Company is also required to enter an Equipment Purchase Agreement for a 120kW, or greater, rated power EnWave Equipment (the “Fourth EnWave Machine”) on, or before, December 31, 2026, and to satisfy the payment obligations required with respect to the Fourth EnWave Machine by the License Agreement. The License Agreement is effective as long as EnWave possesses its EnWave technology. The Company recognized $85,081 of royalty expenses for the six months ended June 30, 2025. Any future minimum royalty payments or equipment purchases under this license agreement are an unrecognized commitment, as they relate to retaining exclusivity of the avocado products going forward and the Company can elect not to pay.

22

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 15 – Changes in Stockholders’ Equity

Preferred Stock

The Company has authorized 8,000,000 shares of $0.001 par value preferred stock. As of June 30, 2025, none of the preferred stock had been designated or issued.

Common Stock

The Company has authorized 80,000,000 shares of $0.001 par value common stock. As of June 30, 2025, a total of 10,719,769 shares of common stock had been issued. Each holder of common stock is entitled to one vote for each share of common stock held.

ATM Offering

On February 18, 2025, the Company entered into a First Amendment to an At-The-Market Issuance Sales Agreement (the “ATM Agreement”) to increase the aggregate offering price of the shares of common stock that the Company may sell under the ATM Agreement from $3,000,000 to up to $5,000,000. During the six months ended June 30, 2025, the Company sold a total of 1,303,115 shares of common stock, including 182,693 shares authorized, but unissued at December 31, 2024, at prevailing market prices under the ATM Agreement for aggregate net proceeds of $2,407,448, after deducting applicable expenses, including commissions paid to Alexander Capital, L.P., as sales agent, equal to 3% of the gross proceeds from the sale of the shares.

Exercise of Warrants

On February 14, 2025, the Company received aggregate proceeds of $38,157 on the exercise of Representative’s Warrants to purchase an aggregate of 39,747 shares of common stock.

On June 4, 2025, Kaufman Kapital exercised warrants to purchase an aggregate of 1,000,000 shares of the Company’s common stock at an exercise price of $1.00 per share. These warrants were originally issued in connection with the Kaufman Kapital Senior Secured Convertible note. The exercises resulted in aggregate cash proceeds of $1,000,000.

During the period ended June 30, 2025, additional warrants were exercised to purchase an aggregate of 135,000 shares of the Company’s common stock at an exercise price of $1.00 per share. The exercises resulted in aggregate cash proceeds of $135,000.

Note 16 – Common Stock Options

Stock Incentive Plan

Our board of directors and shareholders adopted the 2022 Equity Plan on January 1, 2022. The 2022 Equity Plan allows for the grant of a variety of equity vehicles to provide flexibility in implementing equity awards, including nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, incentive bonus awards, other cash-based awards and other stock-based awards. The number of shares reserved for issuance under the 2022 Equity Plan was initially an aggregate of 600,000 shares, as adjusted on June 15, 2023, in connection with the Company’s reverse stock split, subject to annual increases under the plan, resulting in 1,633,000 reserved shares as of June 30, 2025. There were 1,333,470 options with a weighted average exercise price of $2.20 per share, and a weighted average remaining life of approximately 9.01 years, outstanding as of June 30, 2025.

Common Stock Options Issued for Services Pursuant to the Company’s 2022 Equity Incentive Plan

On February 13, 2025, the Company granted options to purchase 10,000 shares of the Company’s common stock, having an exercise price of $2.50 per share, exercisable over a 10-year term, to a new employee. The options will vest quarterly over three years from the date of grant. The aggregate estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 43% and a call option value of $1.2384, was $12,384.

On April 11, 2025, the Company granted options to purchase 30,000 shares of the Company’s common stock, having an exercise price of $1.93 per share, exercisable over a 10-year term, to one of the Company’s directors. The options vested immediately. The estimated value using the plain vanilla Black-Scholes Pricing Model, based on a volatility rate of 46% and a call option value of $0.8765, and an expected term of 5 years, was $26,294.

On April 14, 2025, the Company granted options to purchase an aggregate 90,000 shares of the Company’s common stock, consisting of options to purchase 15,000 shares to each of six directors, having an exercise price of $1.94 per share, exercisable over a 10-year term, including options to purchase 15,000 shares issued to each of the Company’s CEO and CFO in consideration of their services as directors. The options vest monthly over 6 months following the issuance date. The aggregate estimated value using the plain vanilla Black-Scholes Pricing Model, based on a volatility rate of 46% and a call option value of $0.8796, and an expected term of 5 years, was $79,170.

23

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

On June 12, 2025 the Company granted options to purchase 610,000 shares of the Company’s common stock having an exercise price of $2.06 per share, exercisable over a 10-year term, to employees for services performed. The grant includes options to purchase 180,000 and 20,000 shares to the Company CEO and CFO, respectively. The options vest in 36 equal monthly installments over the three-year period following the issuance date. The aggregate estimated value using the plain vanilla Black-Scholes Pricing Model, based on a volatility rate of 56% and a call option value of $1.2095, and an expected term of 6.5 years, was $737,783.

Options are being expensed over the respective vesting period, resulting in $81,097 of stock-based compensation expense during the six months ended June 30, 2025. As of June 30, 2025, a total of $809,458 of unamortized expenses are expected to be expensed over the remaining vesting period.

Note 17 – Common Stock Warrants

Warrants to purchase a total of 2,287,415 shares of common stock at a weighted average exercise price of $2.34 per share, with a weighted average remaining life of approximately 6.19 years, were outstanding as of June 30, 2025.

Exercise of Warrants

On February 14, 2025, the Company received aggregate proceeds of $38,157 on the exercise of Representative’s Warrants to purchase an aggregate of 39,747 shares of common stock.

On June 4, 2025, Kaufman Kapital exercised warrants to purchase an aggregate of 1,000,000 shares of the Company’s common stock at an exercise price of $1.00 per share. These warrants were originally issued in connection with the Kaufman Kapital Senior Secured Convertible note. The exercises resulted in aggregate cash proceeds of $1,000,000.

During the period ended June 30, 2025, additional warrants were exercised to purchase an aggregate of 135,000 shares of the Company’s common stock at an exercise price of $1.00 per share. The exercises resulted in aggregate cash proceeds of $135,000.

Note 18 - Income Taxes

The Company incurred a net operating loss for the six months ended June 30, 2025, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. On June 30, 2025, the Company had approximately $12.1 million of federal net operating losses. The net operating loss carryforwards, if not utilized, will begin to expire in 2041.

The effective income tax rate for the six months ended June 30, 2025, and 2024, was 21%.

The Company has incurred cumulative losses which make realization of a deferred tax asset difficult to support in accordance with ASC 740. Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, a valuation allowance has been recorded against the Federal and state deferred tax assets as of June 30, 2025, and December 31, 2024.

Additionally, in accordance with ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions.

24

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 19 – Segment Reporting

The Company is engaged in the development, marketing, sale, and distribution of plant-based, dehydrated fruit and vegetable snacks and powders. The Company’s products are currently manufactured at its new production facility that commenced production in Pisco Peru in December 2024, and is supported by contract manufacturers in Peru, as necessary. The Company’s customers are located throughout the United States. The Company’s sales operations, which represent 100% of the Company’s consolidated sales, are one of its two reportable segments. The sales operations’ segment revenues are predominately earned as consumer products are sold to big box retail customers throughout the United States and via the Company’s online platform. The Company aggregates its operating divisions into two reportable segments due to the operating divisions having similar economic characteristics with similar long-term financial performance, but different geographic locations. The Company’s sales occur entirely from, and within, the United States, while all of the Company’s production processes are conducted in Latin America, which represent its other operating segment. In addition, the Company’s operating divisions offer customers the same products, operate in similar regulatory environments, purchase the majority of the merchandise for retail sale from similar (and in many cases identical) vendors on a coordinated basis from a centralized location, serve of the same customers, and are allocated capital from a centralized location. Operating divisions are organized primarily on a geographical basis so the operating division management team can be responsive to local needs of the operating division and can execute company strategic plans and initiatives throughout the locations in their operating division. This geographical separation is the primary differentiation between these operating divisions. The geographical basis of organization reflects how the business is managed and how the Company’s Chief Executive Officer, who acts as the Company’s chief operating decision maker (“CODM”), assesses performance internally.

The accounting policies of the retail operations segment are the same as those described in the summary of significant accounting policies in Note 1 to the Condensed Consolidated Financial Statements. The Company’s CODM assesses performance and allocates resources for the retail operations segment using segment earnings before net interest expense, income tax expense and depreciation and amortization (“EBITDA”). The Company defines EBITDA as earnings before interest taxes and depreciation. The Company’s CODM also uses segment EBITDA to measure the operational effectiveness of the Company’s financial model, compare the performance of core operating results between periods, against budget and against competitors and evaluate whether to invest capital in the retail operations segment or in other parts of the Company, such as for share repurchases, debt repayments or capital expenditures. The Company’s CODM is not provided asset information by reportable segment as asset information is provided to the CODM on a consolidated basis. The Company’s capital expenditures are predominately used in the Company’s production operations, rather than its retail operations.

The following table presents the Company’s retail operations segment revenue, measure of segment profit or loss, significant segment expenses and reconciliation of the U.S. and Latin America operations segments’ EBITDA to consolidated net earnings before income tax expense for the six months ended June 30, 2025, and 2024:

Schedule of Segment Reporting

|  | 2025 |  |  | 2024 |
|  | For the Six Months Ended |
|  | June 30, |
|  | 2025 |  |  | 2024 |
U.S. operations segment sales |  | $ | 6,493,260 |  |  | $ | 2,830,002 |
Latin American operations segment cost of goods sold |  | $ | 5,028,726 |  |  | $ | - |
U.S. operations segment cost of goods sold |  |  | - |  |  |  | 2,397,655 |
U.S. operations segment expenses: |  |  |  |  |  |  |  |
General and administrative |  |  | 1,176,857 |  |  |  | 458,996 |
Rent |  |  | 23,662 |  |  |  | - |
Salaries and wages |  |  | 503,591 |  |  |  | 521,318 |
Professional fees |  |  | 443,210 |  |  |  | 364,090 |
Total U.S. operating expenses |  | $ | 2,147,320 |  |  | $ | 1,344,404 |
U.S. operations segment EBITDA |  | $ | 4,345,940 |  |  | $ | (912,057 | )
Latin American operations segment cost of goods sold |  | $ | 5,028,726 |  |  | $ | - |
Latin American operations segment expenses: |  |  |  |  |  |  |  |
General and administrative |  |  | 601,025 |  |  |  | 21,356 |
Rent |  |  | 77,489 |  |  |  | 47,913 |
Salaries and wages |  |  | 165,718 |  |  |  | 32,430 |
Professional fees |  |  | 114,886 |  |  |  | 40,868 |
Total Latin American operating expenses |  |  | 959,118 |  |  |  | 142,567 |
Operating expenses |  |  | 959,118 |  |  |  | 142,567 |
Latin American operations segment EBITDA |  | $ | (5,987,844 | ) |  | $ | (142,567 | )
Consolidated EBITDA |  | $ | (1,641,904 | ) |  | $ | (1,054,624 | )
Reconciliation of net earnings before income tax expense: |  |  |  |  |  |  |  |
Consolidated EBITDA |  | $ | (1,641,904 | ) |  | $ | (1,054,624 | )
EBITDA |  | $ | (1,641,904 | ) |  | $ | (1,054,624 | )
Depreciation |  |  | (305,560 | ) |  |  | (112,671 | )
Interest income |  |  | 11,736 |  |  |  | 5,695 |
Interest expense |  |  | (504,713 | ) |  |  | (147,701 | )
Stock compensation expense |  |  | (81,097 | ) |  |  | (684,220 | )
Consolidated net loss before income tax expense |  | $ | (2,521,538 | ) |  | $ | (1,993,521 | )

25

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

NOTE 20 — Company Realignment

Beginning April 2024, the Company initiated an organizational realignment to expand manufacturing operations by opening and operating a factory in Pisco, Peru. This large-scale initiative aligned the Company’s resources, strategies, and goals with our desired outcomes. We incurred total aggregate costs of approximately $5.5 million related to this initiative, consisting of (i) approximately $4.6 million in factory start-up costs including purchasing equipment, build-out, and supplies for the new facility and (ii) approximately $0.9 million in factory idle capacity, professional fees, legal fees, travel costs, etc. The organizational realignment is substantially complete as of June 30, 2025.

For the six months ended June 30, 2025, we incurred approximately $1.07 million of realignment costs comprised of: $491,890 for capitalized machinery and equipment, $480,320 for factory idle capacity, $23,917 for travel costs and $74,394 for professional and legal fees. For the period six months ended June 30, 2024, we incurred $20,017 for travel costs and $92,303 for professional and legal fees.

Note 21 – Subsequent Events

The Company evaluates events that have occurred after the balance sheet date through the date these financial statements were issued, noting no reportable event, except as follows:

ATM Offering

On July 29, 2025, we entered into an At-The-Market Issuance Sales Agreement (the “ATM Agreement”) with Alexander Capital, L.P., as selling agent (the “Sales Agent”). In accordance with the terms of the ATM Agreement, we may offer and sell shares of our common stock from time to time through the Sales Agent having an aggregate offering price of up to $3,000,000. The Sales Agent will receive a commission of 3.0% of the gross proceeds of the sales price per share for any shares sold under the ATM Agreement.

As of August 13, 2025, 1,000,000 shares of common stock were issued and 777,896 shares of common stock were sold through the Sales Agent under the ATM Agreement, for aggregate gross proceeds of $1,760,489.

Exercise of Warrants

Following June 30, 2025, warrants to purchase an aggregate of 138,716 shares of common stock at an exercise price of $1.00 per share were exercised, and 63,716 shares were issued, resulting in gross proceeds to the Company of $138,716.

26

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations in conjunction with the condensed financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. In addition to historical condensed financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.

Overview

BranchOut Food Inc., is reimagining how the world eats fruits and vegetables. We are engaged in the development, marketing, sale and distribution of plant-based, dehydrated fruit and vegetable snacks and powders manufactured in a 50,000 square foot production facility that we lease in Pisco, Peru (the “Peru Facility”). At the Peru Facility, utilizing proprietary GentleDry™ Technology, we are able to turn fresh fruits and vegetables into clean, crunchy snacks and industrial ingredients within just 10 days.

GentleDry™ Technology is an advanced dehydration platform licensed to us exclusively by EnWave Corporation for certain fruits and vegetables. This technology allows us to develop differentiated fruit and vegetable products using optimized GentleDry™ settings that preserve taste, texture, color, and nutrients.

We believe GentleDry™ is superior to traditional freeze-dry processing because it retains:

| ● | three times more natural flavor compounds,
| ● | up to 22 times more aromatic compounds, and
| ● | up to 95% of original vitamins and antioxidants.

Additionally, our process speed is faster, making us more energy efficient; our food doesn’t oxidize, preserving the flavor and color; and our technology is protected by more than 17 patents.

Our Products

We plan to continue to grow revenues strategically by penetrating the multi-billion dollar grocery, industrial ingredient and online markets. Our current product line includes:

| ● | BranchOut Snacks: dehydrated fruit and vegetable-based snacks, including Avocado Chips, Chewy Banana Bites, Pineapple Chips, Brussels Sprout Crisps, Strawberry Crisps and Bell Pepper Crisps.
| ● | Private Label: Prunes, Carrots, Brussel Sprouts and Raisins sold to major retailers.
| ● | BranchOut Industrial Ingredients: Banana, Mango, Blueberry, Pineapple, Cherry Tomato, Avocado and many others.

We are currently developing many additional products for all sales channels.

27

Going Concern Uncertainty

As of June 30, 2025, we had a cash balance of $641,129, a positive working capital of $662,217, and had incurred recurring losses from operations resulting in an accumulated deficit of $20,083,595. Although we anticipate that our results of operations will improve substantially as a result of the recent launch of our new facility in Peru, there can be no assurance in that regard. If we continue to generate substantial operating losses, we will not have sufficient funds to sustain our operations for the next twelve months and we will need to raise additional cash to fund our operations. These factors raise substantial doubt about our ability to continue as a going concern.

The condensed consolidated financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The condensed consolidated financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. Our ability to scale production and distribution capabilities and further increase the value of our brands is largely dependent on our success in raising additional capital.

Peru Facility Lease

On May 10, 2024, we entered into a ten-year lease for the 50,000 square-foot Peru Facility, which commenced operations in December of 2024. The lease of the Peru Facility requires monthly lease payments of $8,000 in the first two years of the lease, $20,000 in the third year of the lease, $22,000 in the fourth year of the lease, $24,000 in the fourth year of the lease, and $25,000 thereafter. The lease also has a 10-year renewal option, and a buy-out option under which the Company plans to exercise the buy-out option and purchase the Peru Facility for $1,865,456.

In connection with the lease of the Peru Facility, we purchased a first position mortgage receivable in the amount of $1,267,000, which is secured by the Peru Facility and was owed by the landlord of the Peru Facility to its former tenant, for a purchase price of $1,267,000, of which payments were made in various installments totaling $355,000 as of December 31, 2024 and $912,000 during the six months ended June 30, 2025.

28

Results of Operations for the Three Months Ended June 30, 2025, and 2024

The following table summarizes selected items from the statement of operations for the three months ended June 30, 2025, and 2024, respectively.

|  | Three Months Ended |  |  |  |
|  | June 30, |  |  | Increase / |
|  | 2025 |  |  | 2024 |  |  | (Decrease) |
Net revenue |  | $ | 3,299,738 |  |  | $ | 1,362,986 |  |  | $ | 1,936,752 |
Cost of goods sold |  |  | 2,693,279 |  |  |  | 1,214,227 |  |  |  | 1,479,052 |
Gross profit |  |  | 606,459 |  |  |  | 148,759 |  |  |  | 457,700 |
Gross margin |  |  | 18.4 | % |  |  | 10.9 | % |  |  |  |
Operating expenses: |  |  |  |  |  |  |  |  |  |  |  |
General and administrative |  |  | 784,872 |  |  |  | 175,758 |  |  |  | 609,114 |
Salaries and benefits |  |  | 436,163 |  |  |  | 349,597 |  |  |  | 86,566 |
Shipping and handling |  |  | 323,062 |  |  |  | 304,376 |  |  |  | 18,686 |
Advertising and promotions |  |  | 157,807 |  |  |  | 88,384 |  |  |  | 69,423 |
Professional services |  |  | 250,576 |  |  |  | 57,059 |  |  |  | 193,517 |
Total operating expenses |  |  | 1,952,480 |  |  |  | 975,174 |  |  |  | 977,306 |
Operating loss |  |  | (1,346,021 | ) |  |  | (826,415 | ) |  |  | (519,606 | )
Other income (expense): |  |  |  |  |  |  |  |  |  |  |  |
Interest income |  |  | 6,600 |  |  |  | 2,818 |  |  |  | 3,782 |
Interest expense |  |  | (263,735 | ) |  |  | (118,957 | ) |  |  | (144,778 | )
Total other income (expense) |  |  | (257,135 | ) |  |  | (116,139 | ) |  |  | (140,996 | )
Net loss |  | $ | (1,603,156 | ) |  | $ | (942,554 | ) |  | $ | (660,602 | )

Net Revenue

Our net revenue for the three months ended June 30, 2025, was $3,299,738, compared to $1,362,986 for the three months ended June 30, 2024, an increase of $1,936,752, or 142%. The increase in revenue was primarily due to increased sales to our largest customer during the three months ended June 30, 2025.

Cost of Goods Sold and Gross Profit

Our cost of goods sold for the three months ended June 30, 2025, was $2,693,279, compared to $1,214,227 for the three months ended June 30, 2024, an increase of $1,479,052, or 122%. Cost of goods sold increased primarily due to increased sales during the three months ended June 30, 2025. We had gross profit of $606,459, representing gross margins of 18.4%, for the three months ended June 30, 2025, as compared to a gross profit of $148,759, or 10.9%, for the three months ended June 30, 2024.

Gross margin increased primarily due to the transition of manufacturing operations from third-party suppliers to our facility located in Pisco, Peru. This insourcing initiative created greater control over production processes, improved product quality, reduced contract manufacturing costs, and improved overall efficiency shortening the production cycle and allowing for faster order fulfillment. As production continues to scale, we expect further margin expansion from manufacturing existing products more efficiently and from our enhanced ability to bring new products to market more quickly.

General and Administrative

Our general and administrative expense for the three months ended June 30, 2025, was $784,872, compared to $175,758 for the three months ended June 30, 2024, an increase of $609,114, or 347%. The largest components of our general and administrative expenses are plant idle capacity, rent, travel, and commissions, as shown below.

|  | Three Months Ended June 30, |  |  |  |  |  |  |
|  | 2025 |  |  | 2024 |  |  | Difference |  |  | % change |
Idle Capacity |  | $ | 480,320 |  |  | $ | - |  |  | $ | 480,320 |  |  |  | 100 | %
Rent |  | $ | 50,635 |  |  | $ | 47,913 |  |  | $ | 2,722 |  |  |  | 6 | %
Travel |  | $ | 24,779 |  |  | $ | 27,220 |  |  | $ | (2,441 | ) |  |  | 9 | %
Commissions |  | $ | 72,142 |  |  | $ | 47,625 |  |  | $ | 12,125 |  |  |  | 51 | %

29

Idle capacity increased due to the opening of the production facility located in Pisco, Peru. In December 2024 operations commenced at the facility. As our factory scales, idle capacity will decrease. Commissions increased due to increased sales.

Salaries and Wages

Salaries and wages for the three months ended June 30, 2025, was $436,163, compared to $349,597 for the three months ended June 30, 2024, an increase of $86,566, or 25%. This increase was primarily attributable to $28,494 of amortization of stock options issued to employees for services performed.

Professional Fees

Professional fees for the three months ended June 30, 2025, was $323,062, compared to $304,376 for the three months ended June 30, 2024, an increase of $18,686, or 6%. The modest increase primarily reflects normal fluctuations in legal, consulting, and accounting expenses and does not represent a significant change in the level of professional services utilized.

Shipping and handling

Shipping and handling for the three months ended June 30, 2025, was $157,807, compared to $88,384 for the three months ended June 30, 2024, an increase of $69,423 or 79%. This increase was primarily attributable to an increase in sales volumes.

Advertising and promotions

Advertising and promotions for the three months ended June 30, 2025, was $250,576, compared to $57,059 for the three months ended June 30, 2024, an increase of $193,517, or 339%. Advertising and promotions expenses increased for the three months ended June 30, 2025, mostly due to increased in-store product demos with one of our largest customers.

Other Income (Expense)

In the three months ended June 30, 2025, other expense was $257,135 on a net basis, consisting of $263,735 of interest expense, as partially offset by $6,600 of interest income. For the three months ended June 30, 2024, other expense was $116,139 on a net basis, consisting of $118,957 of interest expense, as partially offset by $2,818 of interest income. Other expense increased by $140,996, or 121%, primarily due to the increase of interest on the Kaufman Convertible Note and Notes Payable with related parties.

Net loss

Net loss for the three months ended June 30, 2025, was $1,603,156, compared to $942,554 for the three months ended June 30, 2024, an increase of $660,602, or 70%. The increased net loss was due to scaling up production at our in-house manufacturing facility. Our objective is to achieve 100% utilization, which we believe will allow us to leverage fixed costs, improve operating efficiency, and capture additional gross margin benefits as production volumes grow.

30

Results of Operations for the Six Months Ended June 30, 2025, and 2024

The following table summarizes selected items from the statement of operations for the six months ended June 30, 2025, and 2024, respectively.

|  | Six Months Ended |  |  |  |
|  | June 30, |  |  | Increase / |
|  | 2025 |  |  | 2024 |  |  | (Decrease) |
Net revenue |  | $ | 6,493,260 |  |  | $ | 2,830,002 |  |  | $ | 3,663,258 |
Cost of goods sold |  |  | 5,334,286 |  |  |  | 2,397,655 |  |  |  | 2,936,631 |
Gross profit |  |  | 1,158,974 |  |  |  | 432,347 |  |  |  | 726,627 |
Gross margin |  |  | 17.8 | % |  |  | 15.3 | % |  |  |  |
Operating expenses: |  |  |  |  |  |  |  |  |  |  |  |
General and administrative |  |  | 1,307,047 |  |  |  | 349,912 |  |  |  | 957,135 |
Salaries and benefits |  |  | 750,405 |  |  |  | 947,883 |  |  |  | (197,478 | )
Professional services |  |  | 558,096 |  |  |  | 695,042 |  |  |  | (136,946 | )
Storage, shipping and handling |  |  | 264,352 |  |  |  | 192,821 |  |  |  | 71,531 |
Advertising and promotions |  |  | 307,635 |  |  |  | 98,204 |  |  |  | 209,431 |
Total operating expenses |  |  | 3,187,535 |  |  |  | 2,283,862 |  |  |  | 903,673 |
Operating loss |  |  | (2,028,561 | ) |  |  | (1,851,515 | ) |  |  | (177,046 | )
Other income (expense): |  |  |  |  |  |  |  |  |  |  |  |
Interest income |  |  | 11,736 |  |  |  | 5,695 |  |  |  | 6,041 |
Interest expense |  |  | (504,713 | ) |  |  | (147,701 | ) |  |  | (357,012 | )
Total other income (expense) |  |  | (492,977 | ) |  |  | (142,006 | ) |  |  | (350,917 | )
Net loss |  | $ | (2,521,538 | ) |  | $ | (1,993,521 | ) |  | $ | (528,017 | )

Net Revenue

Our net revenue for the six months ended June 30, 2025, was $6,493,260, compared to $2,830,002 for the six months ended June 30, 2024, an increase of $3,663,258, or 129%. The increase in revenue was primarily due to increased sales to our two largest customers during the six months ended June 30, 2025.

Cost of Goods Sold and Gross Profit

Our cost of goods sold for the six months ended June 30, 2025, was $5,334,286, compared to $2,397,655 for the six months ended June 30, 2024, an increase of $2,936,631, or 122%. Cost of goods sold increased primarily due to increased sales during the six months ended June 30, 2025. As a result of the foregoing, we had gross profit of $1,158,974, representing gross margins of 17.8%, for the six months ended June 30, 2025, as compared to a gross margin of $432,347, of 15.3%, for the six months ended June 30, 2024.

Gross margin increased primarily due to the transition of manufacturing operations from third-party suppliers to our facility located in Pisco, Peru. This insourcing initiative created greater control over production processes, improved product quality, reduced contract manufacturing costs, and improved overall efficiency shortening the production cycle and allowing for faster order fulfillment. As production continues to scale, we expect further margin expansion from manufacturing existing products more efficiently and from our enhanced ability to bring new products to market more quickly.

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General and Administrative

Our general and administrative expense for the six months ended June 30, 2025, was $1,307,047, compared to $349,912 for the six months ended June 30, 2024, an increase of $957,135, or 274%. The largest components of our general and administrative expenses are plant idle capacity, rent, travel, and commissions, as shown below.

|  | Six Months Ended June 30, |  |  |  |  |  |  |
|  | 2025 |  |  | 2024 |  |  | Difference |  |  | % change |
Idle Capacity |  | $ | 480,320 |  |  | $ | - |  |  | $ | 480,320 |  |  |  | 100 | %
Rent |  | $ | 101,150 |  |  | $ | 47,913 |  |  | $ | 53,237 |  |  |  | 111 | %
Travel |  | $ | 132,224 |  |  | $ | 68,630 |  |  | $ | 63,594 |  |  |  | 93 | %
Commissions |  | $ | 133,202 |  |  | $ | 114,139 |  |  | $ | 19,063 |  |  |  | 17 | %

Idle capacity increased due to the opening of the production facility located in Pisco, Peru. In December 2024 operations commenced at the facility. As our factory scales, idle capacity will decrease. Rent increase is related to the Pisco, Peru production facility. Travel increased due to the opening of the facility in Peru and sales initiatives to expand production distribution. Commissions increased due to increased sales.

Salaries and Wages

Salaries and wages for the six months ended June 30, 2025, was $750,405, compared to $947,883 for the six months ended June 30, 2024, a decrease of $197,478, or 21%. This decrease was primarily attributable to $394,135 of non-cash, stock-based compensation for the six months ended June 30, 2024, compared to $81,097 of non-cash, stock-based compensation related to stock options awarded during the current period.

Professional Fees

Professional fees for the six months ended June 30, 2025, was $558,096, compared to $695,042 for the six months ended June 30, 2024, a decrease of $136,946, or 20%. This decrease was primarily attributable to $290,085 of non-cash, stock-based compensation for the six months ended June 30, 2024.

Shipping and handling

Shipping and handling for the six months ended June 30, 2025, was $264,352, compared to $192,821 for the six months ended June 30, 2024, an increase of $71,531 or 37%. This increase was primarily attributable to an increase in sales volumes.

Advertising and promotions

Advertising and promotions for the six months ended June 30, 2025, was $307,635, compared to $98,204 for the six months ended June 30, 2024, an increase of $209,431, or 213%. Advertising and promotions expenses increased for the six months ended June 30, 2025, compared to the corresponding period in 2024, mostly due to increased in-store product demos with one of our largest customers.

Other Income (Expense)

In the six months ended June 30, 2025, other expense was $492,977 on a net basis, consisting of $504,713 of interest expense, as partially offset by $11,736 of interest income. For the six months ended June 30, 2024, other expense was $142,006 on a net basis, consisting of $147,701 of interest expense, as partially offset by $5,695 of interest income. Other expense increased by $350,971, or 247%, primarily due to interest on the Kaufman Convertible Note and Notes Payable with related parties.

Net loss

Net loss for the six months ended June 30, 2025, was $2,521,538, compared to $1,993,521 for the six months ended June 30, 2024, an increase of $528,017, or 26%. The increased net loss was due to scaling up production at our in-house manufacturing facility. Our objective is to achieve 100% utilization, which we believe will allow us to leverage fixed costs, improve operating efficiency, and capture additional gross margin benefits as production volumes grow.

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Liquidity and Capital Resources

The following table summarizes our total current assets, liabilities and working capital as of June 30, 2025 and December 31, 2024.

|  | June 30, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
Current Assets |  | $ | 5,201,109 |  |  | $ | 4,916,614 |
Current Liabilities |  | $ | 4,538,892 |  |  | $ | 8,813,996 |
Working Capital |  | $ | 662,217 |  |  | $ | (3,897,382 | )

As of June 30, 2025, we had working capital of $662,217. We have incurred net losses since our inception and we anticipate net losses and negative operating cash flows for the near future, and we may not be profitable or realize growth in the value of our assets. To date, our primary sources of capital have been cash generated from the sales of our products, common stock sales, and debt and equity financing. As of June 30, 2025, we had cash of $641,129, total liabilities of $9,608,777, and an accumulated deficit of $20,083,595. As of December 31, 2024, we had cash of $2,329,452, total liabilities of $10,514,292, and an accumulated deficit of $17,562,057.

Cash Flow

Comparison of the Six Months Ended June 30, 2025, and the Six Months Ended June 30, 2024

The following table sets forth the primary sources and uses of cash for the periods presented below:

|  | Six Months Ended |
|  | June 30, |
|  | 2025 |  |  | 2024 |
Net cash used in operating activities |  | $ | (3,942,856 | ) |  | $ | (1,357,463 | )
Net cash used in investing activities |  |  | (491,332 | ) |  |  | (566,431 | )
Net cash provided by financing activities |  |  | 2,717,102 |  |  |  | 2,202,108 |
Effect of exchange rate changes on cash |  |  | 28,763 |  |  |  | 58 |
Net change in cash |  | $ | (1,688,323 | ) |  | $ | 278,272 |

Net Cash Used in Operating Activities

Net cash used in operating activities was $3,942,856 for the six months ended June 30, 2025, compared to $1,357,463 for the six months ended June 30, 2024, an increase of $2,610,442, or 190%. The increase was primarily due to a $1,440,275 increase in accounts receivable due to increased sales volumes and a $548,367 increase in prepaid inventory to secure raw materials.

Net Cash Used in Investing Activities

Net cash used in investing activities was $491,332 for the six months ended June 30, 2025, compared to $566,431 for the six months ended June 30, 2024, a decrease of $75,099, or 13%. This decrease was primarily attributable to $491,332 of equipment purchases, compared to $576,331 of equipment purchases, as partially offset by $9,900 of advances received on notes receivable, in the comparative period.

Net Cash Provided by Financing Activities

Net cash provided by financing activities was $2,717,102 for the six months ended June 30, 2025, compared to $2,202,108 for the six months ended June 30, 2024, an increase of $514,994, or 23%. Our increased cash provided by financing activities was primarily from $2,423,058 proceeds from the sale of common stock and $1,173,157 from the exercise of warrants, offset by $847,917 of principal repayments on notes payable.

Effect of Exchange Rate Changes on Cash

For the six months ended June 30, 2025, the effect of exchange rate changes on cash and cash equivalents primarily reflects the translation impact from fluctuations in the value of the Peruvian sol relative to the U.S. dollar. During the period, the sol experienced modest depreciation against the U.S. dollar, resulting in a gain on foreign currency translation of $28,763 compared to $58 in the comparative period.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our financial results are affected by the selection and application of accounting policies and methods. As of April 1, 2025, we changed our manufacturing cost allocation methodology from kilograms produced, to machine hours used in production, to improve costing as we scale product mix and invest in research and development. The change resulted in an immaterial impact to the valuation of inventory and resulting costs of goods sold from our Annual Report on Form 10-K for the year ended December 31, 2024.

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CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements in this report, other than statements of historical fact, are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues or other financial items, any statements of the plans and objectives of our management for future operations, any statements concerning proposed new products or services, any statements regarding the integration, development or commercialization of the business or any assets acquired from other parties, any statements regarding future economic conditions or performance, and any statements of assumptions underlying any of the foregoing. In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “will,” “expects,” “plans,” “anticipates,” “intends,” “seeks,” “believes,” “estimates,” “potential,” “forecasts,” “continue,” or other forms of these words or similar words or expressions, or the negative thereof or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements contained herein are reasonable, there can be no assurance that such expectations or any of the forward-looking statements will prove to be correct, and actual results will likely differ, and could differ materially, from those projected or assumed in the forward-looking statements. Investors are cautioned not to unduly rely on any such forward-looking statements.

All subsequent forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Our actual results will likely differ, and may differ materially, from anticipated results. Financial estimates are subject to change and are not intended to be relied upon as predictions of future operating results. All forward-looking statements included in this report are made as of the date hereof and are based on information available to us as of such date. We assume no obligation to update any forward-looking statement. If we do update or correct one or more forward-looking statements, investors and others should not conclude that we will make additional updates or corrections.

NOTICE REGARDING TRADEMARKS

This report includes trademarks, tradenames and service marks that are our property or the property of others. Solely for convenience, such trademarks and tradenames sometimes appear without any “™” or “®” symbol. However, failure to include such symbols is not intended to suggest, in any way, that we will not assert our rights or the rights of any applicable licensor, to these trademarks and tradenames.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining adequate disclosure controls and procedures for our company. Consequently, our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of June 30, 2025. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were not effective.

Changes in Internal Control Over Financial Reporting

During the six months ended June 30, 2025, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934).

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is the subject of a lawsuit recently commenced by its former chief financial officer alleging wrongful termination. Based on information currently available to the Company and the advice of legal counsel, management believes that the outcome of this lawsuit is not probable to result in a material adverse effect on the Company’s financial position, results of operations, or cash flows. While the Company intends to vigorously defend itself against these allegations, the ultimate outcome of the lawsuit is not possible to predict. At this time given the uncertainties inherent in litigation, it is not reasonable to estimate the amount or range of any potential loss, and therefore no liability has been accrued in the accompanying financial statements.

Other than as set forth above, there are no legal matters pending against the Company.

ITEM 1A. RISK FACTORS

The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None

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ITEM 6. EXHIBITS.

Exhibit |  | Description
3.1 |  | Articles of Incorporation of BranchOut Food Inc. (Incorporated by reference to Exhibit 3.1 of the Company’s form S-1 filed with the Securities and Exchange Commission on April 24, 2023)
3.2 |  | 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)
3.3 |  | 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)
3.4 |  | Certificate of Amendment to Articles of Incorporation of BranchOut Food Inc. filed January 4, 2024 (Incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on January 8, 2024)
31.1* |  | Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
31.2* |  | Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
32.1* |  | Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2* |  | Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS* |  | Inline XBRL Instance Document
101.SCH* |  | Inline XBRL Schema Document
101.CAL* |  | Inline XBRL Calculation Linkbase Document
101.DEF* |  | Inline XBRL Definition Linkbase Document
101.LAB* |  | Inline XBRL Labels Linkbase Document
101.PRE* |  | Inline XBRL Presentation Linkbase Document
104* |  | Cover Page Interactive Data File (embedded within the Inline XBRL document)

* | Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registration has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Signature |  | Title |  | Date
/s/ Eric Healy |  | Chief Executive Officer |  | August 13, 2025
Eric Healy |  | (Principal Executive Officer) |  |
/s/ John Dalfonsi |  | Chief Financial Officer |  | August 13, 2025
John Dalfonsi |  | (Principal Accounting and Financial Officer) |  |

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