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BranchOut Food Inc.

For the period ended Sep 30, 2025. Filed Nov 12, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 12, 2025

BOF$1.68-2.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-13.

0001641172-25-023605

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-12.

0001493152-25-021655

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 81 previous paragraphs and 81 current paragraphs.

53 unchanged; 25 reworded; 3 added; 3 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 8 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (3)

Current report

Professional fees for the three months ended September 30, 2025, was $248,640, compared to $369,525 for the three months ended September 30, 2024, a decrease of $120,885, or 33%. The decrease is mostly attributable to a decrease in legal fees related to establishing the Company’s Peru facility in 2024.

Current report

Results of Operations for the Nine Months Ended September 30, 2025, and 2024

Current report

Net cash used in investing activities was $573,991 for the nine months ended September 30, 2025, compared to $2,095,691 for the nine months ended September 30, 2024, a decrease of $1,521,700, or 73%. This decrease was primarily attributable to less equipment purchases and capital expenditures for the build out of the Peru facility.
Removed paragraphs (3)

Previous report

Professional fees for the three months ended June 30, 2025, was $323,062, compared to $304,376 for the three months ended June 30, 2024, an increase of $18,686, or 6%. The modest increase primarily reflects normal fluctuations in legal, consulting, and accounting expenses and does not represent a significant change in the level of professional services utilized.

Previous report

Results of Operations for the Six Months Ended June 30, 2025, and 2024

Previous report

Net cash used in investing activities was $491,332 for the six months ended June 30, 2025, compared to $566,431 for the six months ended June 30, 2024, a decrease of $75,099, or 13%. This decrease was primarily attributable to $491,332 of equipment purchases, compared to $576,331 of equipment purchases, as partially offset by $9,900 of advances received on notes receivable, in the comparative period.
Reworded paragraphs (25)

Previous wording

As of June 30, 2025, we had a cash balance of $641,129, a positive working capital of $662,217, and had incurred recurring losses from operations resulting in an accumulated deficit of $20,083,595. Although we anticipate that our results of operations will improve substantially as a result of the recent launch of our new facility in Peru, there can be no assurance in that regard. If we continue to generate substantial operating losses, we will not have sufficient funds to sustain our operations for the next twelve months and we will need to raise additional cash to fund our operations. These factors raise substantial doubt about our ability to continue as a going concern.

Current wording

As of September 30, 2025, we had a cash balance of $812,007, a positive working capital of $2,118,922, and had incurred recurring losses from operations resulting in an accumulated deficit of $21,656,147. Although we anticipate that our results of operations will improve substantially as a result of the recent launch of our new facility in Peru, there can be no assurance in that regard. If we continue to generate substantial operating losses, we will not have sufficient funds to sustain our operations for the next twelve months and we will need to raise additional cash to fund our operations. These factors raise substantial doubt about our ability to continue as a going concern.

Previous wording

In connection with the lease of the Peru Facility, we purchased a first position mortgage receivable in the amount of $1,267,000, which is secured by the Peru Facility and was owed by the landlord of the Peru Facility to its former tenant, for a purchase price of $1,267,000, of which payments were made in various installments totaling $355,000 as of December 31, 2024 and $912,000 during the six months ended June 30, 2025.

Current wording

In connection with the lease of the Peru Facility, we purchased a first position mortgage receivable in the amount of $1,267,000, which is secured by the Peru Facility and was owed by the landlord of the Peru Facility to its former tenant, for a purchase price of $1,267,000, of which payments were made in various installments totaling $355,000 as of December 31, 2024 and $912,000 during the nine months ended September 30, 2025.

Previous wording

Our net revenue for the three months ended June 30, 2025, was $3,299,738, compared to $1,362,986 for the three months ended June 30, 2024, an increase of $1,936,752, or 142%. The increase in revenue was primarily due to increased sales to our largest customer during the three months ended June 30, 2025.

Current wording

Our net revenue for the three months ended September 30, 2025, was $3,220,027, compared to $2,181,495 for the three months ended September 30, 2024, an increase of $1,038,532, or 48%. The increase in revenue was primarily due to increased sales to our largest customer during the three months ended September 30, 2025.

Previous wording

Our cost of goods sold for the three months ended June 30, 2025, was $2,693,279, compared to $1,214,227 for the three months ended June 30, 2024, an increase of $1,479,052, or 122%. Cost of goods sold increased primarily due to increased sales during the three months ended June 30, 2025. We had gross profit of $606,459, representing gross margins of 18.4%, for the three months ended June 30, 2025, as compared to a gross profit of $148,759, or 10.9%, for the three months ended June 30, 2024.

Current wording

Our cost of goods sold for the three months ended September 30, 2025, was $2,650,477, compared to $1,845,155 for the three months ended September 30, 2024, an increase of $805,322, or 44%. Cost of goods sold increased primarily due to increased sales during the three months ended September 30, 2025. We had gross profit of $569,550, representing gross margins of 17.7%, for the three months ended September 30, 2025, as compared to a gross profit of $336,340, or 15.4%, for the three months ended September 30, 2024.

Previous wording

Our general and administrative expense for the three months ended June 30, 2025, was $784,872, compared to $175,758 for the three months ended June 30, 2024, an increase of $609,114, or 347%. The largest components of our general and administrative expenses are plant idle capacity, rent, travel, and commissions, as shown below.

Current wording

Our general and administrative expense for the three months ended September 30, 2025, was $897,512, compared to $316,688 for the three months ended September 30, 2024, an increase of $580,824, or 183%. The largest components of our general and administrative expenses are plant idle capacity, research and development, rent, travel, and commissions, as shown below.

Previous wording

Salaries and wages for the three months ended June 30, 2025, was $436,163, compared to $349,597 for the three months ended June 30, 2024, an increase of $86,566, or 25%. This increase was primarily attributable to $28,494 of amortization of stock options issued to employees for services performed.

Current wording

Salaries and wages for the three months ended September 30, 2025, was $422,069, compared to $309,433 for the three months ended September 30, 2024, an increase of $112,636, or 36%. This increase was primarily attributable to $55,206 of amortization of stock options issued to employees for services performed and $42,238 in salaries and wages relates to the hiring of employees to support production ramp-up at the Peru facility.

Previous wording

Shipping and handling for the three months ended June 30, 2025, was $157,807, compared to $88,384 for the three months ended June 30, 2024, an increase of $69,423 or 79%. This increase was primarily attributable to an increase in sales volumes.

Current wording

Shipping and handling for the three months ended September 30, 2025, was $156,961, compared to $118,252 for the three months ended September 30, 2024, an increase of $38,709 or 33%. This increase was primarily attributable to an increase in sales volumes.

Previous wording

Advertising and promotions for the three months ended June 30, 2025, was $250,576, compared to $57,059 for the three months ended June 30, 2024, an increase of $193,517, or 339%. Advertising and promotions expenses increased for the three months ended June 30, 2025, mostly due to increased in-store product demos with one of our largest customers.

Current wording

Advertising and promotions for the three months ended September 30, 2025, was $271,872, compared to $125,597 for the three months ended September 30, 2024, an increase of $146,275, or 116%. Advertising and promotions expenses increased for the three months ended September 30, 2025, mostly due to increased in-store product demos with one of our largest customers.

Previous wording

In the three months ended June 30, 2025, other expense was $257,135 on a net basis, consisting of $263,735 of interest expense, as partially offset by $6,600 of interest income. For the three months ended June 30, 2024, other expense was $116,139 on a net basis, consisting of $118,957 of interest expense, as partially offset by $2,818 of interest income. Other expense increased by $140,996, or 121%, primarily due to the increase of interest on the Kaufman Convertible Note and Notes Payable with related parties.

Current wording

In the three months ended September 30, 2025, other expense was $145,048 on a net basis, consisting of $148,964 of interest expense, as partially offset by $3,916 of interest income. For the three months ended September 30, 2024, other expense was $367,650 on a net basis, consisting of $370,532 of interest expense, as partially offset by $2,882 of interest income. Other expense decreased by $222,602, or 61%, primarily due to the 2024 $150,462 write-off of deferred financing costs and $89,949 of additional interest expense related to the modification of warrants.

Previous wording

Net loss for the three months ended June 30, 2025, was $1,603,156, compared to $942,554 for the three months ended June 30, 2024, an increase of $660,602, or 70%. The increased net loss was due to scaling up production at our in-house manufacturing facility. Our objective is to achieve 100% utilization, which we believe will allow us to leverage fixed costs, improve operating efficiency, and capture additional gross margin benefits as production volumes grow.

Current wording

Net loss for the three months ended September 30, 2025, was $1,572,552, compared to $1,270,805 for the three months ended September 30, 2024, an increase of $301,747, or 24%. The increased net loss was due to scaling up production at our in-house manufacturing facility. Our objective is to achieve 100% utilization, which we believe will allow us to leverage fixed costs, improve operating efficiency, and capture additional gross margin benefits as production volumes grow.

Previous wording

The following table summarizes selected items from the statement of operations for the six months ended June 30, 2025, and 2024, respectively.

Current wording

The following table summarizes selected items from the statement of operations for the nine months ended September 30, 2025, and 2024, respectively.

Previous wording

Our net revenue for the six months ended June 30, 2025, was $6,493,260, compared to $2,830,002 for the six months ended June 30, 2024, an increase of $3,663,258, or 129%. The increase in revenue was primarily due to increased sales to our two largest customers during the six months ended June 30, 2025.

Current wording

Our net revenue for the nine months ended September 30, 2025, was $9,713,287, compared to $5,011,497 for the nine months ended September 30, 2024, an increase of $4,701,790, or 94%. The increase in revenue was primarily due to increased sales to our two largest customers during the nine months ended September 30, 2025.

Previous wording

Our cost of goods sold for the six months ended June 30, 2025, was $5,334,286, compared to $2,397,655 for the six months ended June 30, 2024, an increase of $2,936,631, or 122%. Cost of goods sold increased primarily due to increased sales during the six months ended June 30, 2025. As a result of the foregoing, we had gross profit of $1,158,974, representing gross margins of 17.8%, for the six months ended June 30, 2025, as compared to a gross margin of $432,347, of 15.3%, for the six months ended June 30, 2024.

Current wording

Our cost of goods sold for the nine months ended September 30, 2025, was $7,984,763, compared to $4,242,810 for the nine months ended September 30, 2024, an increase of $3,741,953, or 125%. Cost of goods sold increased primarily due to increased sales during the nine months ended September 30, 2025. As a result of the foregoing, we had gross profit of $1,728,524, representing gross margins of 17.8%, for the nine months ended September 30, 2025, as compared to a gross margin of $768,687, of 15.3%, for the nine months ended September 30, 2024.

Previous wording

Our general and administrative expense for the six months ended June 30, 2025, was $1,307,047, compared to $349,912 for the six months ended June 30, 2024, an increase of $957,135, or 274%. The largest components of our general and administrative expenses are plant idle capacity, rent, travel, and commissions, as shown below.

Current wording

Our general and administrative expense for the nine months ended September 30, 2025, was $2,204,559, compared to $666,600 for the nine months ended September 30, 2024, an increase of $1,537,959, or 231%. The largest components of our general and administrative expenses are plant idle capacity, research and development, rent, travel, and commissions, as shown below.

Previous wording

Salaries and wages for the six months ended June 30, 2025, was $750,405, compared to $947,883 for the six months ended June 30, 2024, a decrease of $197,478, or 21%. This decrease was primarily attributable to $394,135 of non-cash, stock-based compensation for the six months ended June 30, 2024, compared to $81,097 of non-cash, stock-based compensation related to stock options awarded during the current period.

Current wording

Salaries and wages for the nine months ended September 30, 2025, was $1,172,474, compared to $1,257,316 for the nine months ended September 30, 2024, a decrease of $84,842, or 7%. This decrease was primarily attributable to $408,700 of non-cash, stock-based compensation for the nine months ended September 30, 2024, compared to $102,289 of non-cash, stock-based compensation related to stock options awarded during the current period. This decrease is mostly offset by increases in salaries and wages related to the hiring of employees to support production ramp-up at the Peru facility.

Previous wording

Professional fees for the six months ended June 30, 2025, was $558,096, compared to $695,042 for the six months ended June 30, 2024, a decrease of $136,946, or 20%. This decrease was primarily attributable to $290,085 of non-cash, stock-based compensation for the six months ended June 30, 2024.

Current wording

Professional fees for the nine months ended September 30, 2025, was $806,736, compared to $1,064,567 for the nine months ended September 30, 2024, a decrease of $257,831, or 24%. This decrease was primarily attributable to $290,085 of non-cash, stock-based compensation for the nine months ended September 30, 2024.

Previous wording

Shipping and handling for the six months ended June 30, 2025, was $264,352, compared to $192,821 for the six months ended June 30, 2024, an increase of $71,531 or 37%. This increase was primarily attributable to an increase in sales volumes.

Current wording

Shipping and handling for the nine months ended September 30, 2025, was $421,313, compared to $311,073 for the nine months ended September 30, 2024, an increase of $110,240 or 35%. This increase was primarily attributable to an increase in sales volumes.

Previous wording

Advertising and promotions for the six months ended June 30, 2025, was $307,635, compared to $98,204 for the six months ended June 30, 2024, an increase of $209,431, or 213%. Advertising and promotions expenses increased for the six months ended June 30, 2025, compared to the corresponding period in 2024, mostly due to increased in-store product demos with one of our largest customers.

Current wording

Advertising and promotions for the nine months ended September 30, 2025, was $579,507, compared to $223,801 for the nine months ended September 30, 2024, an increase of $355,706, or 159%. Advertising and promotions expenses increased for the nine months ended September 30, 2025, compared to the corresponding period in 2024, mostly due to increased in-store product demos with one of our largest customers.

Previous wording

In the six months ended June 30, 2025, other expense was $492,977 on a net basis, consisting of $504,713 of interest expense, as partially offset by $11,736 of interest income. For the six months ended June 30, 2024, other expense was $142,006 on a net basis, consisting of $147,701 of interest expense, as partially offset by $5,695 of interest income. Other expense increased by $350,971, or 247%, primarily due to interest on the Kaufman Convertible Note and Notes Payable with related parties.

Current wording

In the nine months ended September 30, 2025, other expense was $638,025 on a net basis, consisting of $653,677 of interest expense, as partially offset by $15,652 of interest income. For the nine months ended September 30, 2024, other expense was $509,656 on a net basis, consisting of $518,233 of interest expense, as partially offset by $8,577 of interest income. Other expense increased by $128,369, or 25%, primarily due to interest on the Kaufman Convertible Note and notes payable with related parties.

Previous wording

Net loss for the six months ended June 30, 2025, was $2,521,538, compared to $1,993,521 for the six months ended June 30, 2024, an increase of $528,017, or 26%. The increased net loss was due to scaling up production at our in-house manufacturing facility. Our objective is to achieve 100% utilization, which we believe will allow us to leverage fixed costs, improve operating efficiency, and capture additional gross margin benefits as production volumes grow.

Current wording

Net loss for the nine months ended September 30, 2025, was $4,094,090, compared to $3,264,326 for the nine months ended September 30, 2024, an increase of $829,764, or 25%. The increased net loss was due to scaling up production at our in-house manufacturing facility. Our objective is to achieve 100% utilization, which we believe will allow us to leverage fixed costs, improve operating efficiency, and capture additional gross margin benefits as production volumes grow.

Previous wording

As of June 30, 2025, we had working capital of $662,217. We have incurred net losses since our inception and we anticipate net losses and negative operating cash flows for the near future, and we may not be profitable or realize growth in the value of our assets. To date, our primary sources of capital have been cash generated from the sales of our products, common stock sales, and debt and equity financing. As of June 30, 2025, we had cash of $641,129, total liabilities of $9,608,777, and an accumulated deficit of $20,083,595. As of December 31, 2024, we had cash of $2,329,452, total liabilities of $10,514,292, and an accumulated deficit of $17,562,057.

Current wording

As of September 30, 2025, we had positive working capital of $2,118,922. We have incurred net losses since our inception and we anticipate net losses and negative operating cash flows for the near future, and we may not be profitable or realize growth in the value of our assets. To date, our primary sources of capital have been cash generated from the sales of our products, common stock sales, and debt and equity financing. As of September 30, 2025, we had cash of $812,007, total liabilities of $9,544,563, and an accumulated deficit of $21,656,147. As of December 31, 2024, we had cash of $2,329,452, total liabilities of $10,514,292, and an accumulated deficit of $17,562,057.

Previous wording

Comparison of the Six Months Ended June 30, 2025, and the Six Months Ended June 30, 2024

Current wording

Comparison of the Nine Months Ended September 30, 2025, and the Nine Months Ended September 30, 2024

Previous wording

Net cash used in operating activities was $3,942,856 for the six months ended June 30, 2025, compared to $1,357,463 for the six months ended June 30, 2024, an increase of $2,610,442, or 190%. The increase was primarily due to a $1,440,275 increase in accounts receivable due to increased sales volumes and a $548,367 increase in prepaid inventory to secure raw materials.

Current wording

Net cash used in operating activities was $5,064,017 for the nine months ended September 30, 2025, compared to $3,259,049 for the nine months ended September 30, 2024, an increase of $1,804,968, or 55%. The increase was primarily due to a $1,065,942 increase in accounts receivable due to increased sales volumes and a $573,303 increase in prepaid inventory to secure raw materials.

Previous wording

Net cash provided by financing activities was $2,717,102 for the six months ended June 30, 2025, compared to $2,202,108 for the six months ended June 30, 2024, an increase of $514,994, or 23%. Our increased cash provided by financing activities was primarily from $2,423,058 proceeds from the sale of common stock and $1,173,157 from the exercise of warrants, offset by $847,917 of principal repayments on notes payable.

Current wording

Net cash provided by financing activities was $4,093,929 for the nine months ended September 30, 2025, compared to $5,767,938 for the nine months ended September 30, 2024, an decrease of $1,674,009, or 29%. Our decreased cash provided by financing activities was primarily due to principal repayments on notes payable to related parties offset by proceeds from the sale of common stock and exercise of warrants.

Previous wording

For the six months ended June 30, 2025, the effect of exchange rate changes on cash and cash equivalents primarily reflects the translation impact from fluctuations in the value of the Peruvian sol relative to the U.S. dollar. During the period, the sol experienced modest depreciation against the U.S. dollar, resulting in a gain on foreign currency translation of $28,763 compared to $58 in the comparative period.

Current wording

For the nine months ended September 30, 2025, the effect of exchange rate changes on cash and cash equivalents primarily reflects the translation impact from fluctuations in the value of the Peruvian sol relative to the U.S. dollar. During the period, the sol experienced modest depreciation against the U.S. dollar, resulting in a gain on foreign currency translation of $26,634 compared to a loss of $1,794 in the comparative period.