BranchOut Food Inc美股招股说明书(2026-06-15版)

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 thisprospectus and will not receive any of the proceeds from the sale or other disposition of common stock by the selling stockholder. 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 onpage 9 of this prospectus. The selling stockholder will bear all commissions and discounts, if any, attributable to the sale or dispositionof the shares of common stock, or interests therein. We will bear all costs, expenses and fees in connection with the registration of theshares of common stock. 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,IFAPPLICABLE, BEFORE INVESTING IN OUR SECURITIES. 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 PROSPECTUS1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS2PROSPECTUS SUMMARY3RISK FACTORS6USE OF PROCEEDS7SELLING STOCKHOLDER8PLAN OF DISTRIBUTION9LEGAL MATTERS10EXPERTS10WHERE YOU CAN FIND MORE INFORMATION10INFORMATION INCORPORATED BY REFERENCE10 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 mayoffer or sell shares of our common stock in one or more offerings from time to time. Each time the selling stockholder named in thisprospectus (or in any supplement to this prospectus) sells shares of our common stock under the registration statement of which thisprospectus is a part, such selling stockholder must provide a copy of this prospectus and any applicable prospectus supplement, to apotential purchaser, as required by law. 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 MoreInformation” and“Incorporation of Certain Documents by Reference” beginning on page 10 of this prospectus. 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 informationappearing in this prospectus and any prospectus supplement is accurate as of the date on its respective cover, and that any informationincorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Ourbusiness, 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. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus, including the documents that we incorporate by reference he