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 September 30, 2025

☐	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 November 12, 2025
Common Stock, $0.001 par value		12,345,859

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	30

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37

Item 4.	Controls and Procedures	37

PART II.	OTHER INFORMATION	38

Item 1.	Legal Proceedings	38

Item 1A.	Risk Factors	38

Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	38

Item 3.	Defaults Upon Senior Securities	38

Item 4.	Mine Safety Disclosures	38

Item 5.	Other Information	38

Item 6.	Exhibits	39

SIGNATURES		40

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BRANCHOUT FOOD INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2025			December 31, 2024
	(Unaudited)
Assets
Current assets:
Cash	$	812,007		$	2,329,452
Accounts receivable, net		1,484,405			418,463
Advances on inventory purchases		621,495			123,792
Inventory		2,066,504			1,930,535
Prepaid expenses and other current assets		476,169			114,372
Total current assets		5,460,580			4,916,614

Property and equipment, net		5,671,124			4,056,299
Right-of-use assets		1,433,625			1,575,497
Other assets		1,267,000			1,267,000
Other receivable, net of current portion		465,017			680,483
Note receivable		359,982			359,982

Total Assets	$	14,657,328		$	12,855,875

Liabilities and Stockholders’ Equity

Current liabilities:
Accounts payable	$	1,348,035		$	1,194,079
Accrued expenses		1,108,996			333,614
Other current liabilities		-			912,000
Convertible notes payable, related parties, net of discounts		-			3,333,413
Equipment notes payable, current portion		352,881			251,647
Notes payable, related parties		500,000			2,760,000
Notes payable, current portion		500,000			2,760,000
Finance lease liability, current portion		31,746			29,243
Total current liabilities		3,341,658			8,813,996

Notes payable		34,500			34,500
Equipment notes payable, net of current portion		1,147,119			-
Convertible notes payable, related parties, net of discounts		3,350,782			-
Operating lease liability, net of current portion		1,603,952			1,573,035
Finance lease liability, net of current portion		66,552			92,761

Total Liabilities		9,544,563			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; 12,234,478 and 8,424,600 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively		12,234			8,425
Additional paid-in capital		26,738,625			19,903,796
Accumulated other comprehensive income (loss)		18,053			(8,581	)
Accumulated deficit		(21,656,147	)		(17,562,057	)
Total Stockholders’ Equity		5,112,765			2,341,583

Total Liabilities and Stockholders’ Equity	$	14,657,328		$	12,855,875

See accompanying notes to financial statements.

BRANCHOUT FOOD INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

	2025			2024			2025			2024
	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024

Net revenue	$	3,220,027		$	2,181,495		$	9,713,287		$	5,011,497
Cost of goods sold		2,650,477			1,845,155			7,984,763			4,242,810
Gross profit (loss)		569,550			336,340			1,728,524			768,687

Operating expenses:
General and administrative		897,512			316,688			2,204,559			666,600
Salaries and wages		422,069			309,433			1,172,474			1,257,316
Professional fees		248,640			369,525			806,736			1,064,567
Shipping and handling to customers		156,961			118,252			421,313			311,073
Advertising and promotions		271,872			125,597			579,507			223,801
Total operating expenses		1,997,054			1,239,495			5,184,589			3,523,357

Operating loss		(1,427,504	)		(903,155	)		(3,456,065	)		(2,754,670	)

Other income (expense):
Interest income		3,916			2,882			15,652			8,577
Interest expense		(148,964	)		(370,532	)		(653,677	)		(518,233	)
Total other income (expense)		(145,048	)		(367,650	)		(638,025	)		(509,656	)

Net loss	$	(1,572,552	)	$	(1,270,805	)	$	(4,094,090	)	$	(3,264,326	)

Other comprehensive income (loss):
Gain (loss) on foreign currency translation	$	(2,129	)	$	(1,852	)	$	26,634		$	(1,794	)

Net other comprehensive loss	$	(1,574,681	)	$	(1,272,657	)	$	(4,067,456	)	$	(3,266,120	)

Weighted average common shares outstanding - basic and diluted		11,514,580			6,651,065			9,983,453			5,015,563
Net loss per common share - basic and diluted	$	(0.14	)	$	(0.19	)	$	(0.41	)

SEC Form 10-Q filed by BranchOut Food Inc.