BranchOut Food Inc美股招股说明书(2025-07-14版)

the sale or other disposition of common stock by the selling stockholders. The registration of shares of our common stock covered by this prospectus does not mean that the selling stockholders willoffer or sell any shares of our common stock. The selling stockholders may resell or dispose of the shares of our common stock, orinterests therein, at fixed prices, at prevailing market prices at the time of sale or at prices negotiated with purchasers, to or throughone or more underwriters, dealers or agents, or through any other means described in this prospectus under “Plan of Distribution” Our common stock is quoted for trading on the Nasdaq Capital Market under the symbol “BOF”. On July 10, 2025, the lastreported sales price for our common stock was $2.69 per share.INVESTING IN OUR SECURITIES INVOLVES SIGNIFICANT RISKS. YOU SHOULD REVIEW CAREFULLYTHE“RISK FACTORS”ON PAGE 5 OF THIS PROSPECTUS AND IN THE PROSPECTUS SUPPLEMENT,IF The date of this prospectus is July 11,2025 included 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 stockholders named in this prospectus mayoffer or sell shares of our common stock in one or more offerings from time to time. Each time the selling stockholders named in this 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 Any statement that we make in this prospectus will be modified or superseded by any inconsistent statement made byus in a prospectus supplement.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 documents information 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 any of the selling stockholders willmake an offer to sell our common stock in any jurisdiction where the offer or sale is not permitted. You should assume that theinformation appearing in this prospectus and any prospectus supplement is accurate as of the date on its respective cover, and that any otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates.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. of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-lookingstatements contain these identifying words. All statements other than statements of historical facts contained in this prospectus,including among others, statements regarding our strategy, future operations, future financial position, future revenue, future products,projected costs, prospects, plans, objectives of management and expected market growth are forward-looking statements.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 risks actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in theforegoing documents by these cautionary statements. 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 the forward-looking statements will be achieved or occur. Moreover, except asrequired by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of thisprospectus to conform these statements to actual results or to changes in our expectations. Thus, you should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. 2 consider before deciding to invest in our securities. You should carefully read this entire prospectus and any applicable prospectussupplement, including each of the documents incorporated herein or therein by reference, before making an investment decision.Investors should carefully consider the information set forth under“Risk Factors”on page 5 of this prospectus and incorpora