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BranchOut Food Inc. 美股招股说明书(2026年6月15日版)

2026-06-15 美股招股说明书 大王雪
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This prospectus relates to the proposed resale or other disposition by the selling stockholder named in this prospectus of up to500,000 shares of our common stockheld by the selling stockholder.We are not selling any shares of common stock under this The registration of shares of our common stock covered by this prospectus does not mean that the selling stockholder will offer orsell any shares of our common stock. The selling stockholder may resell or dispose of the shares of our common stock, or intereststherein, at fixed prices, at prevailing market prices at the time of sale or at prices negotiated with purchasers, to or through one or moreunderwriters, dealers or agents, or through any other means described in this prospectus under “Plan of Distribution” beginning on Our common stock is quoted for trading on the Nasdaq Capital Market under the symbol “BOF”. On June 11, 2026, the lastreported sales price for our common stock was $3.52 per share. INVESTING IN OUR SECURITIES INVOLVES SIGNIFICANT RISKS. YOU SHOULD REVIEW CAREFULLYTHE“RISK FACTORS”ON PAGE 6 OF THIS PROSPECTUS AND IN THE PROSPECTUS SUPPLEMENT,IF Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus isJune 12,2026 TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is a part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission(“SEC”), under the Securities Act of 1933, as amended (“Securities Act”). This prospectus does not contain all of the informationincluded in the registration statement. For a more complete understanding of the offering of the securities, you should refer to theregistration statement, including its exhibits. Under this registration process, the selling stockholder named in this prospectus may In certain circumstances we may provide a prospectus supplement that may add, update or change information contained inthis prospectus. Any statement that we make in this prospectus will be modified or superseded by any inconsistent statement made byus in a prospectus supplement. You should read both this prospectus and any prospectus supplement, including all documentsincorporated herein or therein by reference, together with additional information described under “Where You Can Find More Neither we nor the selling stockholder have authorized any other person to provide you with information other than theinformation contained or incorporated by reference in this prospectus and any accompanying prospectus supplement. If anyoneprovides you with different or inconsistent information, you should not rely on it. Neither we nor the selling stockholder will make anoffer to sell our common stock in any jurisdiction where the offer or sale is not permitted. You should assume that the information Except where the context otherwise requires or where otherwise indicated, the terms “we,” “us,” “our,” “Branchout Food,Inc.” and “the company” refer to Branchout Food Inc., a Nevada corporation, and its consolidated subsidiaries. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus, including the documents that we incorporate by reference herein, contains, and any applicable prospectussupplement, including the documents we incorporate by reference therein, may contain forward-looking statements within the meaningof Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of1934, as amended (the “Exchange Act”), that are intended to qualify for the “safe harbor” created by those sections. The words“anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” These statements reflect our current views with respect to future events and are based on assumptions and subject to risks anduncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. We discuss many ofthese risks in greater detail in our reports filed from time to time under the Securities Act and/or the Exchange Act, including the risksidentified under the heading “Risk Factors” in our most recent Annual Report on Form 10-K, which are incorporated by reference into You should read this prospectus, the documents incorporated by reference herein, and any prospectus supplement or freewriting prospectus that we have authorized for use in connection with this offering completely and with the understanding that our You should not rely upon forward-looking statements as predictions of future events. Although we believe that theexpectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity,performance or events and circumstances reflected in t