BranchOut Food Inc美股招股说明书(2026-01-27版)

On January 27, 2026, Branchout Food Inc. entered into an At-The-Market Issuance Sales Agreement (the “ATM Agreement”)with Alexander Capital, L.P., as selling agent (“Alexandar Capital” or the “Sales Agent”), relating to shares of our common stock, parvalue $0.001 per share (“common stock”) offered by this prospectus supplement and the accompanying prospectus. In accordance with Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “BOF.” On January 26, 2026, the lastreported sale price of our common stock on Nasdaq was $2.84 per share. As of December 10, 2025, a date within 60 days of the date of this prospectus supplement, the aggregate market value of ouroutstanding shares of common stock held by non-affiliates, or public float, was approximately $38,448,000 based on 13,410,459outstanding shares of common stock, of which approximately 10,680,081 shares are held by non-affiliates, and a per share price of$3.60, based on the last sale price of our common stock on December 10, 2025. One-third of our public float, calculated in accordancewith General Instruction I.B.6 of Form S-3 as of the date of this prospectus is equal to approximately $12,816,097. During the 12calendar months prior to and including the date of this prospectus supplement, we have sold approximately $7,514,000 of securities Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in salesdeemed to be “at the market offerings” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the“Securities Act”). The Sales Agent is not required to sell any specific number or dollar amount of securities, but will act as a salesagent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms betweenthe Sales Agent and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. We or the Sales The Sales Agent will receive a commission of 3.0% of the gross proceeds of the sales price per share for any shares soldunder the ATM Agreement, as further described under “Plan of Distribution.” The net proceeds from any sale under this prospectussupplement and the accompanying prospectus will be used as described under “Use of Proceeds” in this prospectus supplement. Inconnection with the sale of our common stock on our behalf, the Sales Agent may be deemed to be an “underwriter” within the INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD REVIEWCAREFULLY THE RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING“RISK FACTORS”OF THIS 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 supplement. Any representation to the contrary is ALEXANDER CAPITAL L.P. The date of this prospectus supplement is January 27, 2026 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, including the documents incorporated by referenceherein, which describes the specific terms of this offering of common stock. The second part is the accompanying prospectus,including the documents incorporated by reference herein, which provides more general information, some of which may not apply tothis offering. The information included or incorporated by reference in this prospectus supplement also adds to, updates and changesinformation contained or incorporated by reference in the accompanying prospectus. If information included or incorporated byreference in this prospectus supplement is inconsistent with the accompanying prospectus or the information incorporated by referencetherein, then this prospectus supplement or the information incorporated by reference in this prospectus supplement will apply and will This prospectus supplement is part of a registration statement on Form S-3 (File No. 333-287500) that we filed with the U.S.Securities and Exchange Commission (“SEC”) using a “shelf” registration process. Under the shelf registration process, we may fromtime to time offer and sell any combination of the securities described in the accompanying prospectus up to a total dollar amount of$10,000,000, of which this offering is a part. Under this prospectus supplement, we may offer shares of our common stock having a You should rely only on the information contained or incorporated by reference in this prospectus supplement and theaccompanying prospectus. We have not, and the Sales Agent has not, authorized anyone to provide you with different oradditional information. If anyone provides you with different or additional information, you should not rely on it. We are notmaking an offer to sell or soliciting an offer to buy these securities under any circumstance in any jurisdiction where the offeror solicitation is not permitted. You should assume that the information co