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BranchOut Food Inc. (BOF) Form 424B5 — Oct 23, 2026

$BOFForm 424B5Filed Oct 23, 2026, 8:20 AM ET0001493152-26-048179Original filing

BranchOut Food priced a $5.0M public offering of 2,941,177 shares at $1.70 per share, roughly 16% below the $2.02 prior close, with Lake Street Capital Markets as sole underwriter on a firm commitment basis. Net proceeds are approximately $4.6M after a 7% underwriting discount, earmarked for working capital and general corporate purposes, with a 441,177-share over-allotment option exercisable for 30 days. New investors face $1.14 per share of immediate dilution to pro forma as-adjusted tangible book value of $0.56. Shares outstanding rise from 16,259,707 to about 19.2M, an 18% increase, before any exercise of a $2.9M convertible note convertible at $0.7582 — well below the offering price.

Key figures

Gross Proceeds
5000000.9
Offering Price
1.7
Shares Offered
2941177
Shares Outstanding
19200884
Net Proceeds
4600000
Public Float
57535965
Dilution Per Share
1.14
Over Allotment Shares
441177
Last Close Before Pricing
2.02
Convertible Note Principal
2900000
Q3 2026 revenue estimate
$1.0 million
Q4 2026 revenue guidance
$6.0 million to $7.0 million
Underwriting Discount Percent
7
Convertible Note Conversion Price
0.7582
August2026 Offering Gross Proceeds
$3,209,000 (including over-allotment)

AI analysis

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AI-generated analysis of a public disclosure. Not investment advice; verify against the original document.