BranchOut Food Inc.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

Note 1 –Organization and Background

Nature of Business

BranchOut Food Inc., a Nevada corporation, together with its Peruvian subsidiary (collectively, “BranchOut,” the “Company,” “we,” “our” or “us”), is engaged in the development, marketing, sale and distribution of plant-based, dehydrated fruit and vegetable snacks and powders manufactured at a 50,000 square foot production facility leased by the Company in Pisco, Peru (“Peru Facility”).

In April 2024, we formed BranchOut Food Sucursal Peru, our Peruvian wholly-owned subsidiary, to operate our Peru Facility, which commenced operations in December 2024. Our products are produced using our advanced dehydration platform licensed exclusively from EnWave Corporation (“EnWave”) to create our private label, branded, and bulk wholesale products. We use proprietary GentleDry™ Technology optimized to preserve taste, texture, color, and nutrients. Our GentleDry™ Technology is protected by over 17 patents. Prior to operating our production facility, we relied on contract manufacturers.

Note 2 -Basis of Presentation and Summary of Significant Accounting Policies

Basis of Accounting

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all the information and notes required by GAAP for complete financial statements.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, considered necessary to present fairly the Company’s financial position as of June 30, 2026, the results of operations and changes in stockholder’s equity for the three and six months ended June 30, 2026 and 2025, and cash flows for the six months ended June 30, 2026 and 2025.

The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the full year ended December 31, 2026 or any other interim period.

The condensed consolidated balance sheet as of December 31, 2025 has been derived from the audited consolidated financial statements as of that date. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

The Company’s significant accounting policies are described in Note 2 to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to the Company’s significant accounting policies during the six months ended June 30, 2026.

Certain amounts presented in these condensed consolidated financial statements and accompanying notes have been rounded to the nearest thousand or million, as applicable.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at June 30, 2026:

The condensed consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. The Company’s headquarters are located in Bend, Oregon.

Going Concern

As shown in the accompanying condensed consolidated financial statements, as of June 30, 2026, the Company has incurred recurring losses from operations resulting in an accumulated deficit of $28.2 million, with working capital of approximately $241,000, which may not be sufficient to sustain operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new customers and continues to expand the Company’s product mix to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short-term operations. Management believes these factors will contribute toward achieving profitability.

The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. These condensed consolidated financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities, that might be necessary should the Company be unable to continue as a going concern.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on previously reported net loss, total assets, total liabilities, or stockholders’ equity, but affected the classification of certain amounts within the condensed consolidated statements of operations and condensed consolidated statements of cash flows.

Segment Reporting

Under ASC 280, Segment Reporting, operating segments are defined as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and in assessing performance. The Company has two components, consisting of its sales operations in the United States, and its production operations in Peru. Therefore, the Company’s Chief Executive Officer, who is also the CODM, makes decisions and manages the Company’s operations based on thesetwo operating segments for the manufacture and distribution of its products.

Fair Value of Financial Instruments

ASC 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances.

ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following:

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Cash and Cash Equivalents

Cash equivalents include money market accounts which have maturities of three months or less. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. Cash equivalents are stated at cost plus accrued interest, which approximates market value. There wereno cash equivalents on hand as of June 30, 2026 or December 31, 2025.

Cash in Excess of FDIC Insured Limits

The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000, under current regulations. The Company had $0 and $250,014 in excess of FDIC insured limits on June 30, 2026 and December 31, 2025, respectively, and has not experienced any losses in such accounts.

Research and Development

The Company operates in a fast-moving category shaped by shifting consumer preferences, requiring continuous innovation and new product development. To support this, we rely on our proprietary GentleDry™ Technology, an advanced dehydration platform licensed exclusively from EnWave Corporation. We expect to continue investing in research and development as we scale our GentleDry™ product portfolio and bring new, innovative offerings to market that align with evolving consumer needs.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation and impairment losses. The cost of property, plant and equipment is depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based on the following life expectancy:

Construction in progress consists of costs incurred on machinery, equipment, and facility improvements that have not yet been placed into service. These costs are not depreciated until the related assets are completed and placed into service, at which time they are reclassified to the appropriate property and equipment category and depreciation begins.

Repairs and maintenance expenditures are charged to operations as incurred. Major improvements and replacements, which extend the useful life of an asset, are capitalized, and depreciated over the remaining estimated useful life of the asset. When assets are retired or sold, the cost and related accumulated depreciation are eliminated, and any resulting gain or loss is reflected in operations.

Impairment of Long-Lived Assets

Long-lived assets held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired. Recoverability is assessed using undiscounted cash flows based upon historical results and current projections of earnings before interest and taxes. Impairment is measured using discounted cash flows of future operating results based upon a rate that corresponds to the cost of capital. Impairments are recognized in operating results to the extent that carrying value exceeds discounted cash flows of future operations.

We evaluate the recoverability of intangible assets periodically by considering events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired.

Derivatives

The Company evaluates convertible notes payable, stock options, stock warrants and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40,Derivative Instruments and Hedging: Contracts in Entity’s Own Equity.

The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date.

Cost of Goods Sold

Cost of goods sold includes the direct costs associated with the production and manufacture of the Company’s products. Production costs primarily consist of direct raw materials, direct labor, and manufacturing overhead. These costs are capitalized into inventory and recognized as cost of goods sold when the related products are sold.

Manufacturing overhead is allocated to inventory based on production capacity. Overhead costs include utilities, depreciation, and other factory-related expenses. The Company allocates fixed manufacturing overhead to inventory based on the normal capacity of the production facilities in accordance with ASC 330,Inventory. Costs associated with abnormal levels of idle capacity or other abnormal production costs are expensed as incurred. The Company periodically reviews production capacity and manufacturing overhead allocations to ensure that inventory costs reflect normal production levels.

Advertising and Promotions Costs

The Company incurs advertising and promotional costs related primarily to product demonstrations, trade shows, and other marketing activities intended to promote the Company’s products and brand awareness. Advertising and promotional costs are expensed as incurred and are included in selling, general and administrative expenses in the condensed consolidated statements of operations

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718,Stock Compensation. Compensation expense for equity awards is measured at the grant-date fair value and recognized over the requisite service period, generally the vesting period of the award. The Company estimates the fair value of stock options using a valuation model that incorporates assumptions such as expected volatility, expected term, and the risk-free interest rate.

Foreign Currency Translation

The functional currency of the Company’s foreign subsidiary in Peru is the Peruvian sol. Assets and liabilities of foreign operations are translated into U.S. dollars at exchange rates in effect at the balance sheet date. Revenues and expenses are translated at average exchange rates prevailing during the period.

Translation adjustments resulting from this process are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity.

Transaction gains and losses resulting from foreign currency transactions denominated in currencies other than the functional currency are recognized in the condensed consolidated statements of operations as incurred.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740,Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the periods in which the temporary differences are expected to reverse.

A valuation allowance is recorded to reduce deferred tax assets to the amount that management believes is more likely than not to be realized. In assessing the need for a valuation allowance, management considers all available positive and negative evidence, including historical operating results, expectations of future taxable income, and the reversal of existing taxable temporary differences. Due to the Company’s cumulative losses since inception, management has determined that it is more likely than not that the Company’s deferred tax assets will not be realized and has recorded a full valuation allowance.

The Company recognizes the financial statement benefit of a tax position only after determining that it is more likely than not that the position will be sustained upon examination by the relevant taxing authority based on the technical merits of the position. For tax positions meeting the more-likely-than not recognition threshold, the amount recognized in the financial statements is the largest benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company evaluates uncertain tax positions on a periodic basis. There have been no material changes to the Company’s uncertain tax positions since December 31, 2025.

The Company recognizes interest and penalties related to uncertain tax positions, if any, as a component of income tax expense.

Basic and Diluted Net Loss Per Share

The Company computes basic net loss per common share by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding plus the effect of potentially dilutive common shares outstanding during the period using the treasury stock or if-converted methods, as applicable.

For the six months ended June 30, 2026 and 2025, the inclusion of potentially dilutive securities would have been anti-dilutive due to the Company’s net loss; therefore, diluted net loss per share is the same as basic net loss per share.

Recent Accounting Pronouncements

The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). ASUs not discussed below were assessed and determined to be either not applicable to the Company or not expected to have a material impact on the Company’s consolidated financial statements.

Recently Adopted Accounting Standards

In December 2023, the FASB issued ASU 2023-09,Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments require enhanced income tax disclosures, including additional disaggregation within the effective tax rate reconciliation and disclosure of income taxes paid by jurisdiction. The Company adopted ASU 2023-09 during the year ended December 31, 2025. See Note 12 – Income Taxes for additional information.

In July 2025, the FASB issued ASU 2025-05,Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments introduce a practical expedient for estimating expected credit losses on current accounts receivable and contract assets arising from transactions accounted for under ASC 606. The Company adopted this guidance effective January 1, 2026. Adoption of the standard did not have a material impact on the Company’s consolidated financial statements.

Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03,Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), and in January 2025 issued ASU 2025-01, which clarified the effective date of ASU 2024-03. The amendments require public business entities to provide additional disclosures that disaggregate certain income statement expenses, including purchases of inventory, employee compensation, depreciation, amortization, and selling expenses. The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of this guidance on its consolidated financial statement disclosures.

Note 3 –Revenue Recognition

The Company recognizes revenue in accordance with ASC 606,Revenue from Contracts with Customers. Revenue is recognized when control of promised goods transfers to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods. The Company generates revenue primarily from the sale of plant-based snack products and bulk-ingredient products to retailers and distributors, and to a lesser extent from direct-to-consumer sales through third-party e-commerce platforms. These arrangements typically contain a single performance obligation, which is the delivery of finished goods to the customer.

Revenue is recognized at a point in time when control of the goods transfers to the customer, which generally occurs upon delivery to the retailer or customer, or when title and risk of loss pass to the customer in accordance with the contractual shipping terms. Revenue is recorded net of variable consideration, including discounts, promotional allowances, returns, and other pricing adjustments. Estimates of variable consideration are recognized in the period the related revenue is recorded and are based on historical experience, contractual terms, and other relevant factors. These estimates are updated each reporting period as additional information becomes available.

The Company promotes its products through trade promotions and consumer incentive programs, including discounts, slotting fees, coupons, rebates, in-store display incentives, and volume-based incentives. These amounts are recorded as reductions of revenue as they represent variable consideration payable to customers or consumers and do not provide a distinct good or service to the Company.

The Company has elected the practical expedient under ASC 606 to treat shipping and handling activities performed after control of goods transfers to the customer as fulfillment activities rather than separate performance obligations. Accordingly, shipping and handling costs are recorded within selling expenses in general and administrative expenses in the condensed consolidated statements of operations.

Payment terms are generally established in contracts or purchase orders with customers.

Expenses such as slotting fees, sales discounts, and allowances for the three and six months ended June 30, 2026 and 2025 were accounted for as a direct reduction of revenue as follows:

Note 4 –Inventories

The Company’s products consist of pre-packaged and bulk dried fruit and vegetable-based snacks, powders, and ingredients developed at its manufacturing facility in Peru, as well as products purchased from contract manufacturers in Chile and Peru. Raw materials consist primarily of purchased fruits, vegetables, and packaging materials. Inventory, consisting of raw materials, work in process, and finished goods, is stated at the lower of cost or net realizable value using the weighted-average cost method. Cost includes direct materials, direct labor, manufacturing overhead, packaging, tariffs, and inbound freight necessary to bring products to their present condition and location.

Manufacturing overhead includes indirect labor, utilities, depreciation, and other factory-related costs and is allocated to inventory based on the normal production capacity of the facility. Abnormal amounts of idle facility expense, freight, handling costs, or spoilage are expensed as incurred and are not capitalized into inventory. The Company evaluates inventory for excess quantities, obsolescence, deterioration, and other factors in assessing net realizable value. Inventory that is determined to be obsolete or expired is written off in the period in which it is identified.

Inventories consisted of the following as of June 30, 2026 and December 31, 2025:

As of June 30, 2026 and December 31, 2025, the Company had advances on inventory purchases of $50,121 and $0, respectively.

Note 5 –Accounts Receivable, Net

Accounts receivable are stated at their estimated net realizable value, net of an allowance for expected credit losses. The Company evaluates the collectability of trade receivables on an ongoing basis and estimates expected credit losses based on historical collection experience, customer-specific considerations, current economic conditions, and reasonable and supportable forecasts. As of June 30, 2026 and December 31, 2025 the allowance for expected credit losses was $0 and $25,586, respectively. During the six months ended June 30, 2026, the Company wrote off previously reserved receivables. Based on the Company’s evaluation of its outstanding accounts receivables as of June 30, 2026, management concluded that no allowance for expected credit losses was required.

The Company has customers whose net revenue or accounts receivable balances individually represent 10% or more of consolidated net revenue or accounts receivable, respectively. For the three and six months ended June 30, 2026, four customers accounted for 95.9% and 96.6%, respectively, of consolidated net revenue. For the three and six months ended June 30, 2025, three customers accounted for 99.1% and 97.1%, respectively, of consolidated net revenue. As of June 30, 2026 and December 31, 2025, three customers accounted for approximately 88% and 97% of gross accounts receivable, respectively.

Note 6 –Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following as of June 30, 2026 and December 31, 2025:

Advance payments to vendors represent payments made to suppliers for inventory, equipment, or services to be received in future periods. Management expects these amounts to be applied against purchases or otherwise recovered within the next twelve months.

Prepaid professional fees and license fees include advance payments to service providers, including executive consulting services. See Note 18 – Related Party Transactions.

Note 7 –Property and Equipment, Net

Property and equipment as of June 30, 2026 and December 31, 2025 consisted of the following:

For the three and six months ended June 30, 2026, depreciation of property and equipment was $200,815 and $360,851, respectively. For the three and six months ended June 30, 2025, depreciation of property and equipment was $153,205 and $305,560, respectively.

The Company leases a manufacturing facility located in Pisco, Peru, which is accounted for as a finance lease (see Note 11). The lease includes a purchase option that allows the Company to acquire the facility at the end of the lease term. During 2024, the landlord of this facility entered bankruptcy proceedings, which remain ongoing. To protect its long-term strategic interests, the Company purchased the first mortgage position on the facility and continues to hold its contractual purchase option under the lease. Management currently intends to acquire ownership of the facility either (i) through the landlord’s bankruptcy settlement process, or (ii) by exercising the purchase option at the end of the lease term, although there can be no assurance that the Company will be successful in this regard.

The Company accounts for the facility as a leased asset. The first mortgage position is included on the balance sheet in other assets of $1,267,000 as of June 30, 2026 and December 31, 2025. The Company capitalizes leasehold improvements related to the buildout of the facility, which expanded the Company’s production capacity.

Note 8 –Other Assets and Other Receivable

Other Assets

The Company has other assets of $1,267,000 as of June 30, 2026, and December 31, 2025, consisting of the first mortgage position on the production facility it leases in Pisco, Peru, which the Company acquired to protect its long-term strategic interests. See Note 7, Property and Equipment for additional information.

Other Receivable

The Company’s Peruvian operations are subject to an 18% value-added tax (“VAT”) or (“Impuesto General a las Ventas” or “IGV”) on substantially all purchases and exports of goods and services. IGV paid on purchases can be offset against IGV collected on exports, with the net amount either remitted to, or recovered from, the Peruvian tax authority (SUNAT), as applicable. This receivable is recoverable through future offsets of IGV payable or, in certain circumstances, through a refund claim. IGV does not represent an expense of the Company when recoverable and is recorded as an asset until applied or refunded.

As of June 30, 2026, the Company’s Peruvian operations had paid more IGV on purchases than it had collected on sales, resulting in a net IGV receivable of approximately $1.8 million, of which $1.2 million is classified in Prepaids and Other Current Assets (see Note 6).

Note 9 –Notes Receivable

Nanuva Note Receivable

On February 4, 2021, the Company entered into a Manufacturing and Distributorship Agreement (the “MDA”) with Natural Nutrition SpA, a Chilean company (“Nanuva”). In connection with the MDA, the Company advanced $500,000 to Nanuva to finance the purchase of two EnWave REV™ 10 machines used to produce products for the Company. The advance was evidenced by a promissory note bearing interest at 3% per annum and secured by a second lien on the related equipment.

During 2025, the Company determined that it no longer expected to utilize Nanuva for third-party manufacturing as production transitioned to the Company’s manufacturing facility in Pisco, Peru. Based on this change in operating strategy, lack of recent manufacturing activity, and uncertainty regarding collectability following Nanuva’s bankruptcy filing, management recorded a full allowance for credit losses and wrote off the note receivable as of December 31, 2025.

Accordingly, the net carrying value of the note receivable was $0 as of June 30, 2026 and December 31, 2025.

The Company continues to hold a second lien on the EnWave REV™ 10 machines that previously collateralized the note receivable and is in discussions to recover the equipment and terminate the MDA. The Company expects to recover the equipment in connection with the termination of the MDA. Any recovery of collateral will be recognized when realized.

Note 10 –Accrued Expenses

Accrued expenses consisted of the following as of June 30, 2026 and December 31, 2025, respectively:

Note 11 –Leases

Equipment Lease

The Company has financed production equipment with an acquisition cost of approximately $168,141 under finance lease with a five-year term and a bargain purchase price of $1.00 at the end of the lease term. The finance lease commenced on May 9, 2023, and expires on May 31, 2028, with monthly lease payments of $3,657 commencing June 1, 2023, and a pre-funding and acceptance fee of $18,079, subject to the ASU 2016-02. As the Company’s lease does not provide implicit discount rates, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.

Peru Facility Lease

On May 10, 2024, the Company entered into a ten-year lease for the 50,000 square-foot manufacturing facility in Pisco, Peru (the “Peru Facility”), which commenced operations in December of 2024. The lease of the Peru Facility requires monthly lease payments of $8,000 in the first two years of the lease, $20,000 in the third year of the lease, $22,000 in the fourth year of the lease, $24,000 in the fourth year of the lease, and $25,000 thereafter. The lease also has a 10-year renewal option, and a buy-out option under which the Company may purchase the Peru Facility for $1,865,456.

In connection with the lease of the Peru Facility, the Company 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 (See Note 7).

The Company has made significant leasehold and facility-specific improvements to the Peru Facility, resulting in the underlying asset having a specialized nature with limited alternative use to the lessor without substantial modification.

The components of lease costs were as follows for the three and six months ended June 30, 2026 and 2025:

Supplemental balance sheet information of June 30, 2026 and December 31, 2025 related to leases was as follows:

For the six months ended June 30, 2026 and 2025, supplemental cash flow information related to finance leases consisted of principal payments on finance lease obligations of $19,253 and non-cash additions to finance lease liabilities of $4,802, respectively.

The future minimum lease payments due under finance leases as of June 30, 2026, are as follows:

Note 12 –Debt

Kaufman Convertible Note Payable, Related Party

On July 15, 2024, the Company entered into a Securities Purchase Agreement (as amended, the “SPA”) with Daniel L. Kaufman, pursuant to which Mr. Kaufman agreed to purchase from the Company, in a private placement (i) a 12% Senior Secured Convertible Promissory Note in the principal amount of up to $3,400,000 (the “Convertible Note”), convertible into shares of the Company’s common stock at a fixed price of $0.7582 per share of common stock, a (ii) a warrant to purchase 1,000,000 shares of common stock at an exercise price of $1.00 per share (the “$1.00 Warrant”), and (iii) a warrant to purchase 500,000 shares of common stock at an exercise price of $1.50 per share (the “$1.50 Warrant” and, together with the $1.00 Warrant, the “Warrants” and together with the Convertible Note, the “Purchased Securities”), in consideration of an initial loan in the principal amount of $2,000,000 (the “Initial Loan”) made to the Company under the Convertible Note, subject to the terms and conditions thereof.

On July 19, 2024, the Company, Mr. Kaufman and Kaufman Kapital LLC (“Kaufman Kapital”) entered into an amendment to the SPA, which among other things, replaced Mr. Kaufman with Kaufman Kapital as the “Investor” under the SPA.

The Convertible Note matures on the earlier of (i) December 31, 2025, (ii) the sale by the Company of $5,000,000 of equity or debt securities in a single transaction or series of related transactions (excluding certain specified transactions), or (iii) the closing of a change of control transaction as provided in the Convertible Note. Loans outstanding under the Convertible Note bear interest at an initial rate of 12% per annum, and together with accrued principal are convertible into common stock.

On July 24, 2024 the, the Initial Loan payment of $2,000,000 was made to the Company under the Convertible Note, and on December 9, 2024, Kaufman Kapital made an additional loan to the Company under the Convertible Note in the amount of $1,400,000.

On June 1, 2025 the Company and Kaufman Kapital entered into a Warrant Exercise and Amendment to Notes and Warrant Agreement (the “Warrant Exercise Agreement”), pursuant to which Kaufman Kapital exercised in full the $1.00 Warrant on June 4, 2025 for a cash payment to the Company of $1,000,000. In addition, pursuant to the Warrant Exercise Agreement, Kaufman Kapital and the Company agreed (i) to extend the expiration date of the $1.50 Warrant to December 31, 2026, (ii) to extend the maturity date of the Convertible Note to December 31, 2026, (iii) to extend the maturity date of the Senior Secured Promissory Note of the Company in the original principal amount of $1,200,000, issued to Kaufman on August 29, 2024 (the “Secured Note”) to December 31, 2025, (iv) that the Company will not make any prepayment under the Convertible Note at any time amounts are outstanding under the Secured Note or any other non-convertible notes of the Company (excluding notes issued pursuant to equipment financing), and (v) thatthe Company will not prepay more than $2,400,000 of principal outstanding under the Convertible Note prior to September 30, 2026.

On January 28, 2026, Kaufman Kapital converted $500,000 of outstanding principal under the Convertible Note into 659,457 shares of the Company’s common stock.

On May 7, 2026, Kaufman Kapital exercised in full the $1.50 Warrant to purchase 500,000 shares of the Company’s common stock at an exercise price of $1.50 per share, resulting in cash proceeds to the Company of $750,000. In connection with the warrant exercise, the Convertible Note was amended to extend the maturity date from December 31, 2026 to December 31, 2027 and reduce the interest rate from 12% to 8%.

The Company’s obligations under the Convertible Note are secured by a lien granted to Kaufman Kapital on substantially all of the Company’s assets pursuant to a Security Agreement entered between the Company and Kaufman Kapital (the “Security Agreement”). In addition, the Convertible Note includes affirmative and negative covenants, events of defaults and other terms and conditions, customary in transactions of this nature.

In accordance with ASC 470, the Company recorded total discounts of $95,958, consisting of $75,000 of legal fees and $20,958 related to the relative fair value of the Warrants. The discounts are amortized to interest expense over the term of the loan using the effective interest method. As of June 30, 2026, a total of $16,735 of unamortized debt discounts are expected to be expensed over the remaining life of the loan.

The Company recognized interest expense on the convertible note payable for the three and six months ended June 30, 2026 and 2025 as follows:

Kaufman Senior Secured Promissory Notes, Related Party

On August 29, 2024, the Company borrowed $1,200,000 from Kaufman Kapital pursuant to a Senior Secured Promissory Note (the “2024 Secured Note”) that, as amended, matured on December 31, 2025. The loan under the 2024 Secured Note bore interest at a rate of 15% per annum. The Company’s obligations under the 2024 Secured Note were secured by a lien on substantially all of the Company’s assets pursuant to the Security Agreement. In addition, the 2024 Secured Note included affirmative and negative covenants, events of defaults and other terms and conditions, customary in transaction of this nature. The Company repaid the full $1,200,000 principal balance during the year ended December 31, 2025, andno amounts were outstanding as of December 31, 2025.

On January 28, 2026, the Company borrowed $1,500,000 from Kaufman Kapital pursuant to a Senior Secured Promissory Note (the “2026 Secured Note”) that matures on January 28, 2027 and bears interest at 8% per annum on the outstanding principal balance, with accrued interest payable at maturity or upon earlier repayment. The note may be prepaid at any time without penalty and is secured by substantially all of the Company’s assets pursuant to the existing Security Agreement dated July 23, 2024, as amended. The 2026 Secured Note agreement includes customary affirmative and negative covenants and events of default.

On April 17, 2026 and May 15, 2026, the Company borrowed an additional $750,000 on each date from Kaufman Kapital under the same terms as the 2026 Secured Note. In connection with these borrowings, the 2026 Secured Note was amended and restated to increase the aggregate principal balance to $3,000,000. On June 30, 2026, the Company again amended and restated the 2026 Secured Note increasing the principal amount available thereof to $4,000,000. The additional $1,000,000 was funded on July 1, 2026 and, accordingly, only $3,000,000 was outstanding under the 2026 Secured Note as of June 30, 2026.

The Company recognized $50,500 and $71,167 of interest expense on 2026 Secured Note payable, related parties for the three and six months ended June 30, 2026.

Eagle Vision Senior Notes and Warrants, Related Party

Eagle Vision Fund LP, an affiliate of the Company’s Chief Financial Officer and director, previously participated in senior secured note financings with detachable warrants. During the year ended December 31, 2025, the Company repaid the remaining $1,560,000 principal balance, andno amounts were outstanding as of December 31, 2025. For the three and six months ended June 30, 2025 the Company recognized $95,495 and $197,577 of interest expense on Eagle Vision Senior Notes. Certain warrants issued in connection with these financings remain outstanding as of June 30, 2026.

Notes payable to related parties, consists of the following as of June 30, 2026 and December 31, 2025:

EnWave Equipment Promissory Note

On May 22, 2023, the Company entered into an equipment purchase agreement with EnWave for the purchase of a used 100kW Rev vacuum microwave dehydration machine (the “EnWave Machine”). Cash payments of $500,000 were paid towards the $1,000,000 purchase price on the EnWave Machine, while the $500,000 balance due is to be paid in twelve (12) monthly installments of $44,424, bearing interest 12% per annum, commencing August 1, 2024. The equipment loan was paid in full as of December 31, 2025.

On September 16, 2025, the Company and EnWave entered into (i) a Fifth Amendment to License Agreement (the “Amendment”), which amended certain terms of the License Agreement between the Company and EnWave originally dated May 7, 2021 (as amended, the “License Agreement”), and (ii) an Equipment Purchase Agreement (the “Purchase Agreement”). Pursuant to the Amendment, among other things, EnWave granted the Company a global exclusive license (but subject to existing licenses previously issued by EnWave to two other manufacturers) to manufacture Dragon Fruit products using EnWave’s technology under the License Agreement.

Pursuant to the September 16, 2025 Amendment, the Company purchased from EnWave a refurbished 120kW REV vacuum microwave for a purchase price of $1,500,000. The purchase price is payable in 24 equal monthly installments, commencing April 1, 2026, pursuant to a secured promissory note (the “Promissory Note”) bearing interest at the rate of 8.00% per annum.

SBA EIDL Loan Agreement

On May 17, 2020, the Company entered into a loan agreement with the United States Small Business Administration (the “SBA”), as lender, pursuant to the SBA’s Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business (the “EIDL Loan Agreement”) encompassing a $34,500 Promissory Note issued to the SBA (the “EIDL Note”) (together with the EIDL Loan Agreement, the “EIDL Loan”), bearing interest at 3.75% per annum. In connection with entering into the EIDL Loan, the Company also executed a security agreement, dated May 17, 2020, between the SBA and the Company pursuant to which the EIDL Loan is secured by a security interest on all of the Company’s assets. Under the EIDL Note, the Company is required to pay interest payments of $169 every month beginning May 17, 2021; however, the SBA extended the repayment date to November 17, 2022. All remaining principal and accrued interest is due and payable on May 17, 2050. The EIDL Note may be repaid at any time without penalty.

The Company has notes payable (in addition to the Senior Secured Note and the Convertible Note payable to Kaufman Kapital described above), consisting of the following as of June 30, 2026, and December 31, 2025:

For the three and six months ended June 30, 2026, the Company recognized interest expense of $29,254 and $29,597, respectively, on these notes payable. For the corresponding periods in 2025, interest expense was $4,964 and $9,972, respectively.

The schedule of principal maturities of debt as of June 30, 2026 are as follows:

The Company recognized aggregate interest expense for the three and six months ended June 30, 2026, and 2025 respectively, as follows:

Note 13 –Changes in Stockholders’ Equity

Preferred Stock

The Company is authorized to issue 8,000,000 shares of preferred stock, par value $0.001 per share. As of June 30, 2026, no shares of preferred stock were issued or outstanding.

Common Stock

The Company is authorized to issues 80,000,000 shares of common stock, par value $0.001 per share. As of June 30, 2026, a total of 15,316,030 shares of common stock were issued and outstanding. Holders of common stock are entitled to one vote per share.

ATM Offerings

On January 27, 2026, the Company entered into an At-The-Market Issuance Sales Agreement with Alexander Capital, L.P., pursuant to which the Company could offer and sell shares of its common stock for aggregate gross proceeds of up to $1,500,000. During the three and six months ended June 30, 2026, the Company sold 500,000 shares of common stock under the agreement for aggregate gross proceeds of $1,499,873. Net proceeds, after commissions and offering expenses, were approximately $1,429,044.

Exercise of Warrants

During the six months ended June 30, 2026, certain warrants were exercised to purchase an aggregate of 271,115 shares of the Company’s common stock at an exercise price of $1.00 per share, resulting in cash proceeds of $271,114.

Additionally, on May 7, 2026, Kaufman Kapital exercised a warrant to purchase 500,000 shares of the Company’s common stock at an exercise price of 1.50 per share, resulting in aggregate cash proceeds of $750,000.

Conversion of Convertible Note Principal into Common Stock

On January 28, 2026, Kaufman Kapital converted $500,000 of outstanding principal under the Convertible Note into 659,457 shares of the Company’s common stock. The conversion was accounted for as a non-cash financing activity.

Foreign Currency Translation

Foreign currency translation adjustments, primarily related to the Company’s foreign operations in Peru, decreased accumulated other comprehensive income by $56,414 during the six months ended June 30, 2026.

Note 14 –Common Stock Options

The Company’s Board of Directors and stockholders adopted the 2022 Equity Incentive Plan (the “2022 Plan”) effective January 1, 2022. The 2022 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, and other equity-based awards to employees, directors, and consultants.

The number of shares reserved for issuance under the 2022 Plan was initially 600,000 shares and was adjusted in connection with the Company’s 2023 reverse stock split. Pursuant to the 2022 Plan, the number of shares of common stock available for issuance thereunder automatically increases on the first day of each fiscal year of the Company in an amount equal to 5% percent of the total number of shares of our common stock outstanding on the last day of the immediately preceding fiscal year of the Company, unless the board of directors takes action prior thereto to provide that there will not be an increase in the share reserve for such year or that the increase in the share reserve for such year will be of a lesser number of shares of common stock than would otherwise occur. As of June 30, 2026, the annual increases to the plan resulted in 2,963,000 shares reserved for issuance under the 2022 Plan, of which options to purchase 2,773,470 shares of common stock were outstanding.

On February 10, 2026, the Compensation Committee of the Board of Directors approved grants of stock options to certain directors, employees and consultants under the 2022 Plan covering an aggregate of 1,390,000 shares of common stock, consisting of 100,000 shares subject to director awards and 1,290,000 shares subject to employee/consultant awards. All options were granted with an exercise price of $2.96 per share, equal to the closing market price of the Company’s common stock on the grant date and have a contractual term of ten years.

The director awards vest in equal monthly installments over a six-month period. The employee and consultant awards vest in one or more of the following manners, depending on the individual award agreement: (i) ratably over thirty-six months of continued service, (ii) upon the Company achieving at least $30.0 million of net revenue over the preceding twelve months while achieving positive EBITDA, (iii) upon the Company achieving $40.0 million of net revenue over the preceding twelve months while achieving positive EBITDA, or (iv) immediately on the grant date.

The Company determined that the service-based and immediately vested tranches had a grant date of February 10, 2026 and recognized grant-date fair value for those awards (or portions thereof) using the Black-Scholes option-pricing model. Key assumptions included:

The performance-based tranches tied to revenue and EBITDA milestones were determined not to have a grant date for accounting purposes as of June 30, 2026 because the applicable performance conditions and measurement requirements had not yet been satisfied. Accordingly, those tranches were not included in the grant-date fair value of awards granted during the quarter and no stock-based compensation expense was recognized for such tranches during the six months ended June 30, 2026.

For the six months ended June 30, 2026, the Company recognized stock-based compensation expense related to the February 10, 2026 grants for vested and service-based tranches only. Unrecognized compensation cost related to unvested service-based awards will be recognized over the remaining requisite service periods.

Expected volatility was estimated using a blended approach that incorporates the Company’s historical stock price volatility since the announcement of the Peru Facility together with the volatility of a selected peer group, with weighting applied to reflect the expected term of the awards. The expected term was determined using the simplified method.

The Company accounts for forfeitures as they occur and, accordingly, expects substantially all outstanding options to vest.

As of June 30, 2026, options to purchase 1,109,428 shares of common stock were vested and exercisable, with a weighted-average exercise price of $2.48 and a remaining contractual life of 8 years on a weighted-average basis.

Information for total options outstanding under 2022 Plan as of June 30, 2026 is presented below:

The Company recognized stock-based compensation expense of $272,932 and $77,073 for the three months ended June 30, 2026 and 2025, respectively, and $515,744 and $81,097 for the six months ended June 30, 2026 and 2025, respectively.

As of June 30, 2026, total unrecognized compensation cost related to unvested stock options was $1.8 million, which is expected to be recognized over the remaining weighted-average vesting period of 2.3 years. As of June 30, 2026, the weighted-average remaining contractual life of outstanding options was 8.8 years.

Note 15 –Common Stock Warrants

Outstanding warrants as of June 30, 2026 primarily relate to financing transactions completed during 2024 and 2025.

During the six months ended June 30, 2026, certain warrants were exercised to purchase an aggregate of 271,115 shares of the Company’s common stock at an exercise price of $1.00 per share resulting in cash proceeds of $271,114.

In addition, on May 7, 2026, Kaufman Kapital exercised in full a warrant to purchase 500,000 shares of the Company’s common stock at an exercise price of $1.50 per share, resulting in cash proceeds to the Company of $750,000.

The aggregate intrinsic value of warrants exercised during the six months ended June 30, 2026 was $1.9 million.

Information for total warrants outstanding as of June 30, 2026 is presented below:

The remaining contractual term of outstanding warrants ranged from 0.9 to 8.1 years as of June 30, 2026.

Note 16 –Fair Value of Financial Instruments

Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.

The Company has cash, notes receivable, derivative liabilities and debts that must be measured under the fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of June 30, 2026 and December 31, 2025:

The Company had no transfers between Level 1, Level 2, and Level 3 fair value measurements during the six months ended June 30, 2026 and the year ended December 31, 2025.

Note 17 –Segment Reporting

The Company is a consumer-packaged foods company focused on developing, manufacturing, marketing, and distributing clean-label, plant-based dried fruit and vegetable snacks for retail and foodservice markets through BranchOut-branded products, private-label offerings, and industrial ingredient sales. In accordance with ASC 280, Segment Reporting, the Company has identifiedtwo operating and reportable segments based on how its Chief Executive Officer, who serves as the Chief Operating Decision Maker (“CODM”), evaluates performance and allocates resources:

Segment Structure and Operations

The Company’s United States Operations segment is responsible for revenue generation and customer engagement, while the Latin American Operations segment supports these activities through the manufacture of finished goods and production of ingredient products. All revenue is generated within the United States, and the Latin American Operations segment does not generate external revenue. Instead, it operates as an internal production function, with costs reflected in cost of goods sold and operating expenses.

The Company manages these segments separately due to differences in function, cost structure, and geographic location. The United States Operations segment is focused on sales growth, distribution expansion, and brand development, while the Latin American Operations segment is focused on production efficiency, capacity utilization, and cost management.

CODM Evaluation and Measure of Profit or Loss

The CODM evaluates segment performance and allocates resources primarily based on segment earnings before interest expense, interest income, income taxes, stock compensation expense, impairment expense, and depreciation and amortization (“EBITDA”). Segment EBITDA is used by the CODM to:

Segment Expenses

For the U.S. Operations segment, expenses include cost of goods sold from third party manufacturers for raisins and prunes as well as operating expenses such as general and administrative, salaries and wages, professional fees, and other selling and administrative costs.

For the Latin American Operations segment, expenses primarily include production-related costs, including manufacturing overhead, labor, facility costs, and other operating expenses associated with the Company’s production activities.

Corporate-level expenses, including executive, finance, and administrative functions, are recorded within the U.S. Operations segment and are not allocated to the Latin American Operations segment for purposes of CODM evaluation.

Assets and Capital Expenditures

The CODM reviews asset information on a consolidated basis and does not evaluate assets by segment. Accordingly, asset information is not disclosed by reportable segment. Capital expenditures are primarily associated with the Latin American Operations segment, reflecting ongoing investment in manufacturing equipment, facility infrastructure, and production capacity.

Reportable Segment Information

The following table presents revenue, significant expenses, and segment EBITDA for the Company’s reportable segments, together with a reconciliation to consolidated net loss before income taxes for the three and six months ended June 30, 2026 and 2025:

Note 18 –Related Party Transactions

Kaufman Kapital LLC, which is affiliated with Daniel L. Kaufman, is a beneficial owner of more than 10% of the Company’s outstanding common stock.

On July 15, 2024, the Company entered into a Securities Purchase Agreement (as amended, the “SPA”) with Daniel L. Kaufman, as further described in Note 12. As of June 30, 2026, the outstanding principal balance of the Convertible Note issued under the SPA was $2,900,000. All warrants issued in connection with the SPA had been exercised as of June 30, 2026.

On August 29, 2024, the Company borrowed $1,200,000 from Kaufman Kapital LLC pursuant to a senior secured promissory note. The Company repaid the full principal balance during the year ended December 31, 2025, and no amounts were outstanding as of December 31, 2025.

On January 28, 2026, the Company borrowed an additional $1,500,000 from Kaufman Kapital pursuant to a Senior Secured Promissory Note, as further described in Note 12. On June 30, 2026, the Senior Secured Promissory Note was amended and restated to increase the principal amount under the note to $4,000,000. As of June 30, 2026, the outstanding principal balance was $3,000,000. The remaining $1,000,000 was funded on July 1, 2026.

Eagle Vision Fund LP, an investor in the Company, is affiliated with the Company’s Chief Financial Officer, John Dalfonsi.

On various dates from January 9, 2024 through May 22, 2024, the Company issued an aggregate of $1,675,000 of senior secured notes and warrants to purchase an aggregate of 518,750 shares of the Company’s common stock to a group of investors led by Eagle Vision Fund LP. The Company repaid the full principal balance of these notes as of December 31, 2025. As of June 30, 2026, warrants to purchase an aggregate of 50,000 shares of the Company’s common stock issued to the purchases of the senior secured notes remained outstanding.

The Company engages its Chief Financial Officer under a consulting arrangement. During the six months ended June 30, 2026, the Company paid $112,500 for services under this arrangement. As of June 30, 2026, $42,500 was recorded as prepaid expenses for services to be rendered in future periods. Such amounts are recognized as expense as the related services are performed.

Note 19 –Commitments and Contingencies

Legal Matters

From time to time, the Company may be a party to various legal matters, threatened claims, or proceedings in the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. The Company assesses the likelihood of outcomes in litigation and makes appropriate accruals and disclosures based on current information and legal counsel’s opinions. There’s no guarantee that these matters won’t significantly impact the Company’s business, financial position, or results of operations. Legal accruals are recorded when and if it is determined that a loss related to a certain matter is both probable and reasonably estimable.

The Company is the subject of a lawsuit commenced by its former Chief Financial Officer alleging wrongful termination. The parties have entered into a settlement agreement involving the payment of cash and the issuance of a warrant to the plaintiff. Upon payment of the settlement amount, the matter will be fully resolved. The Company recognized an accrual for the settlement amount as of June 30, 2026, which is included in accrued liabilities in the accompanying condensed consolidated balance sheet. The related settlement expense has been recognized in general and administrative expenses for the six months ended June 30, 2026.

Other than as set forth above, there are no legal matters pending against the Company.

Finance Leases

On May 10, 2024, the Company entered into a ten-year lease for the 50,000 square-foot Peru Facility, which commenced operations in December of 2024. The lease requires monthly lease payments of $8,000 in the first two years of the lease, $20,000 in the third year of the lease, $22,000 in the fourth year of the lease, $24,000 in the fourth year of the lease, and $25,000 thereafter. The lease also has a 10-year renewal option, and a buy-out option under which the Company may purchase the Peru Facility for $1,865,456. The Company holds the First Position Mortgage on the building.

The Company leases equipment under a non-cancelable finance lease payable in monthly installments of $3,657 expiring on May 31, 2028.

NXTDried Manufacturing Agreement

On January 19, 2022, the Company entered into a contract manufacturing agreement with NXTDried Superfoods SAC to produce products for distribution by the Company. The Company agreed to pre-pay for inventory via an advance to enable the manufacturer to invest in necessary processing facilities that will be reimbursed to the Company on an agreed per kg basis over the period of 2022 to 2026.

EnWave License Agreement

On May 7, 2021, the Company entered into a license agreement (“License Agreement”) with EnWave, pursuant to which EnWave licensed to the Company a collection of patents and intellectual property (the “EnWave Technology”) used to manufacture and operate vacuum microwave dehydration machines purchased by the Company from EnWave (the “EnWave Equipment”). The License Agreement is effective as long as EnWave possesses its EnWave technology.

At various dates the License Agreement has been amended to, among other things, modify the exclusivity retention royalty payments required to be paid by the Company. The License Agreement entitles EnWave to a fixed royalty percentage on all of the Company’s revenue from the sale of products produced using the EnWave Technology, net of trade or volume discounts, refunds paid, settled claims for damaged goods, applicable excise, sales and withholding taxes imposed at the time of the sale, and provides the Company with certain exclusivity rights.

In order to maintain exclusivity, the Company must make annual royalty minimum payments to EnWave of $250,000 per year, commencing in 2025 and continuing through each subsequent year in perpetuity, as long as the Company elects to maintain exclusivity. The Company recognized $125,000 and $85,081 of royalty expenses for the three and six months ended June 30, 2026, and 2025.

In addition to the initial EnWave Equipment we purchased, the Company agreed to purchase additional equipment from EnWave over time. The additional equipment purchase schedule, as amended, required the Company to purchase a “Second EnWave Machine”, which was purchased in full on December 12, 2024. The Company is also required to execute an Equipment Purchase Agreement for a 120kW, or greater rated power, EnWave Equipment (the “Third EnWave Machine”) on or before December 31, 2025, and satisfy the payment obligations required with respect to the Third EnWave Machine by the License Agreement.

On September 16, 2025 the Company entered into a Purchase Agreement for the Third EnWave Machine, a refurbished 120kW REV vacuum microwave for a purchase price of $1,500,000. The purchase price is payable in 24 equal monthly installments, commencing April 1, 2026, pursuant to a secured promissory note (the “Promissory Note”) bearing interest at the rate of 8.00% per annum.

The Company is also required to enter an Equipment Purchase Agreement for a 120kW, or greater, rated power EnWave Equipment (the “Fourth EnWave Machine”) on, or before, December 31, 2026, and to satisfy the payment obligations required with respect to the Fourth EnWave Machine by the License Agreement. The license is not discernible from the equipment; therefore, the license costs have been capitalized and depreciated over the useful life of the equipment.

Pursuant to the Amendment, among other things, EnWave granted the Company a global exclusive license (but subject to existing licenses previously issued by EnWave to two other manufacturers) to manufacture Dragon Fruit products using EnWave’s technology under the License Agreement.

Note 20 -Income Taxes

The Company incurred net operating losses for the six months ended June 30, 2026 and 2025. Accordingly, no provision for income taxes has been recorded for the interim periods presented.

The Company’s effective tax rate differs from the U.S. federal statutory rate primarily due to the full valuation allowance recorded against its deferred tax assets. As a result, the Company’s effective tax rate was 0% for the six months ended June 30, 2026 and 2025.

Management continues to evaluate the realizability of its deferred tax assets and has determined that it is more likely than not that such assets will not be realized. Accordingly, a full valuation allowance has been maintained as of June 30, 2026.

There have been no material changes to the Company’s deferred tax assets, valuation allowance, or uncertain tax positions since December 31, 2025.

The Company’s foreign subsidiary is subject to income taxation in Peru. Deferred tax assets related to the foreign jurisdiction have not been recognized due to cumulative losses.

Note 21 –Subsequent Events

The Company evaluates events that have occurred after the balance sheet date through the date these financial statements were issued, noting no reportable event, except as follows:

Tariff Refund – Gain Contingency

Subsequent to June 30, 2026, the Company received approximately $370,000 of additional refunds from U.S. Customs and Border Protection related to tariffs previously paid under the International Emergency Economic Powers Act. Combined with approximately $32,000 received on or before June 30, 2026, the Company has now received substantially all of the tariff refunds to which it was entitled. These refunds relate to tariffs previously disclosed as a gain contingency in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The refunds received subsequent to June 30, 2026 will be recognized in the Company’s financial statements in the period received.