−Removed: (together with its subsidiaries, the “Company,” “BranchOut,” “we,” “our,” or
−Removed: “us”) was originally incorporated as AvoChips Inc., an Oregon corporation, on February 21, 2017.
−Removed: On November 2, 2017, AvoChips
−Removed: converted into Avochips, LLC, an Oregon limited liability company and on November 19, 2021, Avochips, LLC converted into a Nevada
−Removed: corporation named BranchOut Food Inc.
−Removed: are engaged in the development, marketing, sale, and distribution of plant-based, dehydrated fruit and vegetable snacks and powders.
−Removed: Our products have historically been manufactured for us by two contract manufacturers, one based in the Republic of Chile, and the other
−Removed: in the Republic of Peru, which housed our large-scale continuous through-put dehydration machine that completed its first production
−Removed: run in the first quarter of 2023.
−Removed: Our dehydrated fruit and vegetable products are produced using a new proprietary dehydration technology
−Removed: licensed by us from a third party.
−Removed: Our customers are primarily located throughout the United States.
−Removed: In 2024, we decided to initiate
−Removed: our own production facility in Peru to become vertically integrated.
−Removed: We recently completed the build out of the new facility (the “Peru
−Removed: Facility”), which commenced operations in December 2024, and utilizes three large-scale REV machines (a REV 60, REV 100 and REV
−Removed: 120) that we recently purchased from EnWave Corporation (“EnWave”), as well as, a small REV 10 R&D machine that is being
−Removed: used for product development and customer sample purposes.
−Removed: our licensed technology platform, we believe our lines of branded, private-label and industrial ingredient products positively address
−Removed: current consumer trends.
−Removed: In our experience, conventional dehydration methods, such as freeze-drying and air drying, tend to degrade most
−Removed: fruit and vegetables through oxidation, browning/color degradation, nutritional content reduction and/or flavor loss.
−Removed: As a result, certain
−Removed: highly sensitive fruits, such as avocados and bananas, have not previously been successfully offered as a dehydrated base for consumer
−Removed: We believe that our licensed technology platform and process is the only way to produce quality avocado and banana-based snack
−Removed: and powdered products.
−Removed: Additionally, we believe our licensed technology platform produces superior products when using other fruits and
−Removed: vegetables when compared to conventional drying and dehydration technologies.
−Removed: We license technology, consisting of a portfolio of patents,
−Removed: and purchased production machines, from EnWave, and we have been granted the exclusive rights to use the licensed technology platform
−Removed: as applied to several core products in Peru, and avocado based products in the United States.
−Removed: In addition, BranchOut has the nonexclusive
−Removed: rights to use the licensed technology platform for other products.
−Removed: entered into a private labeling contract with one of the world’s largest retailers in late 2022 to supply the retailer with two
−Removed: products for placement in half of their domestic stores.
−Removed: In late 2023, the same retailer agreed to carry two additional products of ours
−Removed: in certain of their stores.
−Removed: In April 2024, we received a commitment from this retailer to carry another product of ours in their stores.
−Removed: Based on this most recent commitment, our products have been carried in a total of 1,400 of this retailer’s stores as of December
−Removed: October 23, 2024, we entered into an At-The-Market Issuance Sales Agreement (the “ATM Agreement”) with Alexander Capital,
−Removed: (“Alexander Capital”) for the sale of shares of common stock from time to time through Alexander Capital having an aggregate
−Removed: offering price of up to $3 million.
−Removed: As of December 31, 2024, we had sold 1,317,307 shares of common stock under the ATM Agreement
−Removed: resulting in gross proceeds of approximately $2.5 million and aggregate net proceeds of approximately $2.3 million, after deducting expenses,
−Removed: including a 3% commission paid to Alexander Capital.
−Removed: Subsequent to December 31, 2024, the ATM Agreement was amended to increase the
−Removed: aggregate offering price of shares of common stock that may be sold under the ATM Agreement to $5 million.
−Removed: Following December 31,
−Removed: 2024, we sold 1,303,115 additional shares of common stock under the ATM for gross proceeds of approximately $2.5 million and aggregate
−Removed: net proceeds of approximately $2.4 million.
−Removed: As of the date of the filing of this Annual Report on Form 10-K, as a result of such
−Removed: sales of common stock under the ATM Agreement, the Company believes it has stockholders’ equity in excess of $2.5 million,
−Removed: in compliance with Nasdaq Listing Rule 5550(b)(1).
−Removed: June 2023, we completed our initial public offering (“IPO”) in which we issued 1,190,000 shares of common stock at a price
−Removed: of $6.00 per share.
−Removed: We received net proceeds of $6,226,000 in the IPO after deducting underwriters’ discounts and commissions and
−Removed: before consideration of other issuance costs.
−Removed: In connection with the IPO, a total of $6,029,204 of convertible debt, consisting of $5,526,691
−Removed: of principal and $502,513 of interest, was converted into 1,572,171 shares of common stock.
−Removed: plan to continue to grow revenues strategically by penetrating the multi-billion dollar grocery, industrial ingredient and online market.
−Removed: Our current product line includes:
−Removed: BranchOut Snacks:
−Removed: dehydrated fruit and vegetable-based
−Removed: snacks, including Avocado Chips, Chewy Banana Bites, Pineapple Chips, Brussels Sprout Crisps, Strawberry Crisps and Bell Pepper Crisps.
−Removed: Private Label:
−Removed: Prunes, Carrots, Brussel
−Removed: Sprouts and Raisins sold to major retailers.
−Removed: BranchOut Industrial Ingredients:
−Removed: Mango, Blueberry, Pineapple, Cherry Tomato, Avocado and many others.
−Removed: are currently developing many additional products for all sales channels.
−Removed: currently produce all of our BranchOut snack products at our plant in Peru using our licensed technology.
−Removed: Our snacks are mostly single
−Removed: ingredient products.
−Removed: Our Avocado Chips are real avocado slices, dehydrated using our licensed technology and process to create crispy,
−Removed: crunchy avocado slices while maintaining their vibrant green color, rich creamy avocado flavor, and superfood nutritional content.
−Removed: offer these in three flavors, “Sea Salt with a Hint of Lime”, “Chili Lime” and “Sriracha” seasoned
−Removed: topically on the avocado slices.
−Removed: also offer a “Chewy Banana Bite”.
−Removed: Each “Banana Bite” is an actual banana slice, providing a unique marshmallow-like,
−Removed: chewy texture.
−Removed: Previous market offerings in the banana snack space include fried plantain chips and dark brown air-dried banana snacks.
−Removed: We believe that our “Chewy Banana Bite” product is superior due to its fresh-looking, natural yellow color, single ingredient
−Removed: base and fresh banana flavor.
−Removed: We offer the banana bites in two flavors, “Original”, and “Cinnamon Churro”.
−Removed: to widely accepted market data, fresh bananas have historically shown to be the most consumed fruit in America and the highest selling
−Removed: item in grocery stores;
−Removed: however, we do not believe that any banana snack has been offered prior to our “Chewy Banana Bite”
−Removed: product that is of similar quality.
−Removed: “Pineapple Chip” product is made up of 100% dried pineapple slices.
−Removed: The Pineapple Chips are made from real pineapple slices
−Removed: and offer a fresh pineapple flavor.
−Removed: we recently added two vegetable-based snacks, Brussels Sprout Crisps and Bell Pepper Crisps to our BranchOut branded product line.
−Removed: Private Label
−Removed: also manufacture and supply products to major retailers in North America on a private label basis.
−Removed: The business line allows us to manufacture
−Removed: and supply fruits and vegetables from South America to the distribution centers of major US retailers.
−Removed: Industrial Ingredients
−Removed: BranchOut remains focused on the growth of its branded snack business, demand for industrial ingredients has continued to increase as
−Removed: we expand our market presence.
−Removed: To accelerate the scaling of this growing business line, we have entered into an Agreement with MicroDried,
−Removed: a market leader in premium dried ingredients.
−Removed: This partnership leverages MicroDried’s strong industry relationships and sales infrastructure
−Removed: alongside BranchOut’s proprietary GentleDry™ technology.
−Removed: Under the agreement, the companies will collaborate on the production
−Removed: and commercialization of fruit and vegetable pieces, powders and fragments, manufactured at our Peru Facility.
−Removed: The collaboration is expected
−Removed: to generate several million dollars in annual ingredient sales for BranchOut, with upside potential as the partnership expands.
+Added: Food Inc., (collectively with its subsidiary, “BranchOut,” the “Company,” “we,” “us”
+Added: or “our”), is a growth-stage consumer packaged foods company focused on developing, manufacturing, marketing, and distributing
+Added: clean-label, plant-based dried fruit and vegetable snacks for retail and foodservice markets through BranchOut-branded products, private-label
+Added: offerings, and industrial ingredient sales.
+Added: We were originally incorporated as AvoChips Inc., an Oregon corporation, on February 21,
+Added: On November 2, 2017, AvoChips Inc.
+Added: converted into Avochips, LLC, an Oregon limited liability company and on November 19, 2021,
+Added: Avochips, LLC converted into a Nevada corporation named BranchOut Food Inc.
+Added: is headquartered in the U.S.
+Added: with a 50,000 square foot manufacturing facility located in Pisco, Peru (the “Peru Facility”).
+Added: The Peru Facility is strategically located near key agricultural regions, enabling harvest-driven seasonal sourcing of high-quality fruits
+Added: and vegetables—including pineapple, banana, strawberry, avocado and apple—while reducing transportation time and costs and
+Added: supporting product freshness.
+Added: utilize proprietary GentleDry™ technology to convert fresh fruits and vegetables into clean-label snacks and industrial ingredients
+Added: within approximately 10 days.
+Added: GentleDry™ is an advanced dehydration platform licensed exclusively to us from EnWave Corporation
+Added: for certain fruits and vegetables, enabling the production of differentiated products that preserve taste, texture, color, and nutrients
+Added: while improving process speed, energy efficiency, and oxidation control.
+Added: The GentleDry™ technology is protected by more than 17
+Added: are focused on expanding distribution, increasing production capacity, and developing new products intended to drive repeat consumer
+Added: demand and scalable retail placement.
+Added: We emphasize continuous improvement across product formulation, texture, flavor, and quality, while
+Added: leveraging process innovation to deliver clean-label products at competitive price points that support broad distribution across national
+Added: retail platforms.
+Added: develop, manufacture, and market dehydrated fruit and vegetable products using our proprietary GentleDry™ technology.
+Added: are primarily sold through three channels:
+Added: branded retail snack products, private label products for major retailers, and fruit and vegetable
+Added: ingredients sold to food manufacturers.
+Added: These products are manufactured at the Peru Facility in Pisco, Peru.
+Added: Branded Snacks
+Added: market a line of plant-based snack products under the BranchOut brand.
+Added: These products consist primarily of dehydrated fruit and vegetable
+Added: snacks designed to retain the natural color, flavor, and texture of the underlying produce.
+Added: Many of the products are made from single-ingredient
+Added: fruits or vegetables with minimal additional seasoning.
+Added: branded snack products include:
+Added: Pineapple Chips, Simply Pineapple
+Added: Crunchy Strawberry Halves, 100% Strawberries
+Added: Organic Chewy Banana Slices, Simply Bananas
+Added: Chewy Banana Slices, Cinnamon Churro
+Added: Bell Pepper Crisps, with Sea Salt
+Added: Carrot Sticks, with Sea Salt
+Added: products are produced using our licensed GentleDry™ dehydration technology, which removes moisture while preserving the natural
+Added: characteristics of the fruit or vegetable.
+Added: The resulting products are shelf-stable and designed to provide a crunchy or chewy texture
+Added: depending on the product format.
+Added: branded snacks are sold through multiple distribution channels including retail grocery stores, club stores, online retailers, and our
+Added: direct-to-consumer e-commerce platforms.
+Added: Label Products
+Added: addition to its branded products, we manufacture fruit and vegetable products for major North American retailers on a private label basis.
+Added: These products are sold under the retailer’s brand and distributed through the retailer’s existing grocery and club store
+Added: Private label offerings currently include products such as dehydrated prunes, carrots, brussels sprouts, and raisins, as well
+Added: as other fruit and vegetable snack formats requested by retail customers.
+Added: label manufacturing allows us to leverage our Peru Facility capacity and technology while expanding relationships with large retail partners.
+Added: also produce dehydrated fruit and vegetable ingredients for use by food manufacturers in a variety of consumer packaged goods applications.
+Added: These ingredients may be used in products such as cereals, snack bars, baked goods, salads, ready-to-eat meals, and other packaged foods.
+Added: ingredient products include dehydrated fruit and vegetable pieces, fragments, powders, and inclusions derived from products such as:
+Added: Cherry Tomato
+Added: Other fruits and vegetables
+Added: have entered into a commercial collaboration with MicroDried, a supplier of premium dried fruit ingredients, to support the marketing
+Added: and distribution of certain ingredient products produced at the Peru Facility.
in Development
−Removed: are currently working on several new items at the request of major national retailers, consumer product brands and ingredient manufacturers
−Removed: for their private label brand, as well as our own brand.
−Removed: In addition, we have been in discussions with the U.S.
−Removed: Army about the possibility
−Removed: of including certain of our products in their Meals Ready-to-Eat for their personnel.
−Removed: Army has asked us to develop snack concepts
−Removed: for sensory and shelf-life testing, which is currently in progress.
−Removed: Separately, we have been developing a line of salad toppers with
−Removed: one of the largest salad dressing producers in the U.S.
−Removed: operate within the U.S.
−Removed: grocery market, which reached approximately $1.5 trillion in 2024, making it the largest retail sector in the
−Removed: country by sales volume.
−Removed: Within this market, BranchOut is focused on the growing demand for clean-label, minimally processed snack products
−Removed: that meet modern consumer expectations for quality, convenience, and transparency.
−Removed: shift in consumer behavior over the past several years has moved firmly away from highly processed, artificial, and sugar-laden packaged
−Removed: Shoppers are increasingly seeking snacks with short ingredient lists, simple processing, and real food appeal, especially in categories
−Removed: like chips, fruit snacks, and shelf-stable produce alternatives.
−Removed: This trend is reflected in the rapid expansion of premium snack sets
−Removed: in national retailers, club stores, and e-commerce platforms.
−Removed: shelf-stable snack technologies, freeze-drying has gained popularity for its ability to extend shelf life while maintaining nutritional
−Removed: However, freeze-dried products often suffer from poor texture, muted flavor, and high production costs—limitations that
−Removed: have hindered broader consumer adoption.
−Removed: believe that many traditional snack brands, and freeze-dried products in particular, are failing to meet evolving consumer demands.
−Removed: is uniquely positioned to fill this gap with our proprietary GentleDry™ technology, which delivers superior taste, texture, and
−Removed: color, while preserving up to 95% of the nutrition found in fresh produce.
−Removed: Growth Strategy
−Removed: long-term goal is to build a scalable and widely recognized brand that delivers exceptional products across multiple grocery aisles,
−Removed: supported by complementary private label and bulk ingredient businesses.
−Removed: In a category crowded with short-lived brands and lookalike
−Removed: products, we believe that a reputation for quality and trust remains one of the most effective barriers to entry and a critical driver
−Removed: of long-term value in the competitive consumer-packaged goods space.
−Removed: addition, we aim to leverage our capabilities by offering major retailers private label products.
−Removed: These two approaches make up the heart
−Removed: of our platform strategy.
−Removed: Our primary growth strategies are as follows:
−Removed: and Long Duration Growth Opportunity in the Enormous Grocery Market
−Removed: grocery market is one of the largest retail end-markets in the world.
−Removed: BranchOut’s strategy is to maximize penetration of this
−Removed: opportunity through a variety of avenues, including growing brand trust and recognition, significantly expanding our grocery distribution
−Removed: footprint to multiples of our current level of customer retail locations, driving shelf velocity through an acceleration of online and
−Removed: offline advertising and introducing new products to expand our store footprint.
−Removed: to Plant-Based, Functional and Natural Foods Portions of the Grocery Market
−Removed: the grocery category, there is an ongoing secular shift from highly processed legacy brands that demonstrate little nutritional benefit
−Removed: to natural, nutrient-dense, functional and plant-based alternatives.
−Removed: We expect that the shift in consumer tastes driving the growth of
−Removed: natural and plant-based alternatives will continue for the foreseeable future as consumers become better educated on nutrition and focus
−Removed: on health and wellness.
−Removed: There is also clear evidence that an increasing number of natural and plant-based products in stores are moving
−Removed: beyond the natural and specialty segments and into conventional grocery stores.
−Removed: The continuation of these trends should benefit BranchOut
−Removed: as we seek to penetrate the very large overall grocery market.
−Removed: Expansion of Distribution Footprint
−Removed: our products are marketed and sold through a diverse set of physical retail channels, including grocery chains, club stores, specialty
−Removed: and natural food outlets, and on our website at www.branchoutfood.com.
−Removed: Maximizing potential distribution would be a key growth
−Removed: driver for BranchOut and our goal is to expand distribution so that our products are available wherever our customers choose to shop,
−Removed: whether it be a retail store, food service environment or directly online.
−Removed: While expanding distribution, we plan to simultaneously increase
−Removed: our brand awareness through an extensive program of online and offline marketing initiatives to accelerate the sell-through velocity
−Removed: of our products once they reach the shelves of our wholesale partners.
−Removed: Market Penetration of Existing Product Lines
−Removed: believe that our existing snacks and nutritional powders represent a multi-billion-dollar opportunity.
−Removed: We believe simply penetrating
−Removed: these core markets with our differentiated product lines will provide BranchOut with a large and long-duration growth opportunity.
−Removed: the near-term, BranchOut plans to focus on growing its share within these categories.
−Removed: We plan to drive growth and brand recognition of
−Removed: both our snacks and nutritional powders through distribution expansion and increased marketing and advertising.
−Removed: We plan to also attempt
−Removed: to leverage our new and existing wholesale relationships to gain additional shelf space for our full suite of existing products.
−Removed: Increases in Gross Margins, Fixed-Cost Leverage and a Capital Efficient Sales and Marketing Strategy Should Allow Earnings to Grow Faster
−Removed: than Sales, Providing a Path to Profitability
−Removed: generating topline growth is of primary importance to BranchOut, we are also highly focused on growing earnings faster than net sales
−Removed: and achieving profitability.
−Removed: Our new large-scale continuous throughput dehydration machine was commissioned in September 2022 and
−Removed: we completed the first production run in the first quarter of 2023.
−Removed: 2024, we completed the build out of our 50,000 square-foot facility in Peru, which commenced operations in December 2024, and utilizes
−Removed: three large-scale REV machines that we recently purchased from EnWave, as well as, a small REV 10 R&D machine that is being used
−Removed: for product development and customer sample purposes.
−Removed: We expect operating margins to be further improved in 2025, as we become more vertically
−Removed: integrated with the transition of more of our production from third party contract manufacturers to internal production.
−Removed: Product Development
−Removed: intend to grow by launching new products over time.
−Removed: In the first and second quarters of 2020, we launched three flavors of Avocado Chips,
−Removed: three flavors of our Chewy Banana Bites and our Pineapple Chips.
−Removed: In the first quarter of 2022, we launched Banana Powder and Blueberry
−Removed: Powder to complement our Avocado Powder which was already on the market.
−Removed: In 2023, we launched a line of vegetable-based snacks including
−Removed: Brussels Sprout Crisps, and Bell Pepper Crisps, and in March 2024 we introduced our Salad Toppers and Kids Snack Pack line aimed at kids’
−Removed: school lunches.
−Removed: We are also developing Broccoli Bites, Mango Chips, Mandarin Crisps and others.
−Removed: In addition, we are developing several
−Removed: new items at the request of a national retailer which are planned to be sold under their brand.
−Removed: new products have been, and we expect that our future products will be, developed primarily through internal research and development.
−Removed: Using our unique licensed technology and South American supply chain, we believe that BranchOut is in a position to create a wide variety
−Removed: of innovative new products.
−Removed: We intend to continue to create innovative products that conform to our brand ethos of uniqueness, great
−Removed: taste, high-quality ingredients, nutritional density, and functionality.
−Removed: operations involve food products and are subject to the oversight of, among others, the Food and
−Removed: Drug Administration (the “FDA”) and state, local and foreign counterparts, and United States Department of Agriculture
−Removed: (the “USDA”).
−Removed: The FDA, pursuant to the FDCA, as amended by the Food Safety Modernization Act (“FSMA”), enforces
−Removed: statutory standards regarding the growing, harvesting, manufacturing, processing, packaging, holding, distributing, importing, exporting,
−Removed: labeling and safety of food products, establishes requirements for or limitations on ingredients or substances in foods and establishes
−Removed: standards of identity for certain foods.
−Removed: Similar functions are performed by state, local and foreign governmental entities with respect
−Removed: to food products produced or distributed in their respective jurisdictions.
−Removed: FSMA, which is a major reform of U.S.
−Removed: food safety laws, aims
−Removed: to ensure the U.S.
−Removed: food supply is safe by focusing on preventing contamination.
−Removed: We have been working to comply with the new requirements
−Removed: of FSMA as the FDA has begun implementing and enforcing these provisions, and we will aim to ensure continued compliance as new regulations
−Removed: are promulgated and additional requirements go into effect.
−Removed: The USDA regulates imports and exports of agricultural and food products
−Removed: into and from the United States.
−Removed: The USDA also oversees the National Organic Program, which provides the national standards for labeling
−Removed: products as USDA organic, and regulates the introduction of certain genetically engineered organisms.
−Removed: food retail industry is very competitive.
−Removed: We compete with a number of Natural, Organic and Functional Food and Beverage producers, including
−Removed: Bare Snacks, which is a brand owned by PepsiCo, Rind Snacks, Inc., and Mariani Packing Co., Inc.
−Removed: In addition, our online business competes
−Removed: with food retail stores, supermarkets, warehouse clubs and other mass and general retail and online merchandisers.
−Removed: We face significant
−Removed: competition from these producers and retailers.
−Removed: Any changes in their merchandising and operational strategies could negatively affect
−Removed: our sales and profitability.
−Removed: In particular, if Natural, Organic and Functional Food and Beverage competitors seek to gain or retain market
−Removed: share by reducing prices, we would likely be forced to reduce our prices on similar product offerings in order to remain competitive,
−Removed: which may result in a decrease in our market share, net sales and profitability and may require a change in our operating strategies.
−Removed: have been able to compete successfully by differentiating ourselves from our competitors by providing an expanding selection of products,
−Removed: competitive pricing, convenience and customer service.
−Removed: If changes in consumer preferences decrease the competitive advantage attributable
−Removed: to these factors, or if we fail to otherwise positively differentiate our product offering or customer experience from our competitors,
−Removed: our business, financial condition, and results of operations could be materially and adversely affected.
−Removed: of our competitors have longer operating histories, greater brand recognition, larger fulfillment infrastructures, greater technical
−Removed: capabilities, significantly greater financial, marketing, and other resources and larger customer bases than we do.
−Removed: These factors may
−Removed: allow our competitors to derive greater net sales and profits from their existing customer bases, acquire customers at lower costs or
−Removed: respond more quickly than we can to new or emerging technologies and changes in consumer preferences or habits.
−Removed: These competitors may
−Removed: engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns, and adopt more aggressive
−Removed: pricing policies (including but not limited to predatory pricing policies and the provision of substantial discounts), which may allow
−Removed: them to build larger customer bases or generate net sales from those customer bases more effectively than we are able to execute upon.
−Removed: There can be no assurance that we will be able to successfully compete against these competitors.
+Added: continue to develop additional fruit and vegetable snack products and ingredient formats for both branded and private label customers.
+Added: Product development efforts are focused on expanding our snack portfolio, supporting private label programs for large retailers, and
+Added: developing new ingredient applications for food manufacturers.
+Added: From time to time, we engage with potential commercial partners and institutional
+Added: customers to develop products tailored to specific applications.
+Added: Macroeconomic
+Added: operate within a global macroeconomic environment that includes agricultural sourcing, manufacturing, regulatory compliance, and cross-border
+Added: Our manufacturing operations are located in Peru, where we source fruits and vegetables and manufacture products for export
+Added: to the United States.
+Added: entry into the United States, our products are subject to U.S.
+Added: Customs and Border Protection requirements, U.S.
+Added: Food and Drug Administration
+Added: regulations, and applicable trade and tariff policies.
+Added: International shipping conditions—including freight availability, transit
+Added: times, fuel costs, port congestion, and broader global trade dynamics—may impact logistics costs, delivery schedules, and inventory
+Added: in Peru requires compliance with local tax, labor, customs, and regulatory frameworks administered by the Peruvian government, including
+Added: oversight by the Peruvian tax authority (SUNAT).
+Added: These requirements govern manufacturing operations, tax compliance, and export documentation
+Added: and may affect operating timelines, administrative processes, and working capital needs.
+Added: monitor macroeconomic conditions, regulatory environments, and global trade dynamics to manage supply-chain execution, control costs,
+Added: and maintain continuity of operations.
+Added: While these factors introduce operational complexity, management believes its experience navigating
+Added: cross-border manufacturing and logistics supports scalable growth within the current global trade environment.
+Added: Packaged Foods Industry
+Added: United States consumer packaged foods (“CPG”) industry is large and highly competitive, with snacking representing a significant
+Added: and growing portion of consumer food spending.
+Added: CPG industry is approximately $1.5 trillion to nearly $2 trillion annually reflecting
+Added: continued demand for convenient food options.
+Added: Within CPG snacking, consumer preferences have been shifting toward “better-for-you”
+Added: offerings that emphasize simple, recognizable ingredients, reduced sugar, and clean-label claims.
+Added: Demand continues to grow for snacks
+Added: that prioritize natural ingredients and minimal processing, reflecting consumer focus on transparency and health-oriented choices.
+Added: Better-for-you
+Added: snack categories continue to attract innovation and shelf space as consumers seek convenient options aligned with plant-forward and clean-label
+Added: The global better-for-you snacks market is estimated at approximately $50.4 billion in 2024, with the U.S.
+Added: characterized
+Added: by significant product innovation and demand for snacks made with natural and organic ingredients.
+Added: the same time, the competitive environment continues to evolve as retailers expand their private-label assortments and compete on value
+Added: private-label sales reached a record $282.8 billion in 2025, indicating sustained retailer and consumer adoption of
+Added: store-brand products across categories, including food.
+Added: is focused on executing a growth-stage strategy that balances product innovation, distribution expansion, and disciplined manufacturing
+Added: As a manufacturing-led business, our strategy emphasizes aligning customer growth and product development with production capacity,
+Added: supply-chain execution, and cost control.
+Added: elements of our strategy include:
+Added: revenue growth through customer onboarding and product expansion , by developing new snack and ingredient products designed to
+Added: generate repeat consumer demand and support scalable retail and foodservice placement.
+Added: Expanding distribution
+Added: channels across national and regional retail, club, grocery, and private-label platforms to increase product availability while
+Added: maintaining disciplined customer and channel selection.
+Added: Scaling manufacturing
+Added: utilization and capacity , with a focus on achieving high utilization at our Peru Facility while investing in incremental capacity
+Added: expansion to support anticipated demand, operational efficiency, and margin improvement.
+Added: Maintaining operational
+Added: discipline during scale-up , including production planning, inventory management, quality control, and supply-chain coordination,
+Added: to support consistent product quality, reliable fulfillment, and cost management as volumes increase.
+Added: believes that this growth-stage, manufacturing-focused approach allows us to compete effectively by pairing differentiated products with
+Added: scalable operations, while managing the complexity and execution demands inherent in expanding within the consumer-packaged foods industry.
+Added: Channels and Customers
+Added: sell our products primarily through large national retail customers in the United States, including Costco and Walmart, with additional
+Added: limited sales through private-label and ingredient customers.
+Added: Sales to these customers are generally made pursuant to purchase orders
+Added: and program-based arrangements rather than long-term volume commitments
+Added: are manufactured at our Peru Facility and exported to the United States for distribution through national retail channels, and our direct-to-consumer
+Added: e-commerce platforms.
+Added: A substantial portion of our net sales is derived from a limited number of customers, and changes in purchasing
+Added: patterns, pricing terms, or distribution decisions by these customers could materially affect operating results.
+Added: operate in a competitive segment of the consumer-packaged foods industry focused on fruit- and vegetable-based snacks and ingredients.
+Added: We compete with established food manufacturers, emerging better-for-you snack brands, and private-label suppliers, many of which have
+Added: greater financial, marketing and distribution resources than we do.
+Added: in this industry is based on product quality, price, brand recognition, ingredient transparency, innovation, and the ability to secure
+Added: and maintain retail shelf space.
+Added: Some competitors may have longer operating histories, larger scale facilities, broader product lineups,
+Added: or established relationships with major retailers, which could result in competitive pressures on pricing and market share.
+Added: compete through product differentiation, including the development of clean-label, minimally processed products that preserve taste,
+Added: texture, and nutritional attributes.
+Added: Our manufacturing platform enables us to produce differentiated formats and textures that are not
+Added: widely available through conventional processing methods.
+Added: In addition, we focus on innovation across our BranchOut-branded, private-label,
+Added: and industrial ingredient channels, working with customers to develop products tailored to specific category needs.
+Added: We also seek to compete
+Added: through operational execution, including consistent product quality, reliable supply, and responsiveness to customer requirements.
+Added: operating model is influenced by the seasonality of agricultural harvest cycles for certain fruits and vegetables and by seasonal shifts
+Added: in consumer demand and retailer purchasing patterns.
+Added: These factors can affect the timing and cost of raw material sourcing, production
+Added: scheduling, and finished goods inventory levels.
+Added: manage these dynamics, we seek to optimize production planning and inventory management, including producing higher volumes during periods
+Added: of peak raw material availability and leveraging the shelf-stable nature of our products to support customer demand throughout the year.
+Added: As a result, quarterly operating results may fluctuate based on the timing of harvest cycles, production runs, customer orders, and promotional
+Added: product differentiation and manufacturing processes are supported by proprietary technology developed and licensed for use in producing
+Added: our snacks and ingredient products.
+Added: BranchOut uses proprietary GentleDry™ technology under an exclusive license agreement with
+Added: EnWave Corporation, that is critical to our manufacturing process.
+Added: GentleDry™ platform is protected by more than 17 patents in multiple jurisdictions, and we also maintain confidentiality and operational
+Added: controls to protect trade secrets and know-how related to our product formulations, process parameters and quality protocols.
+Added: believe these intellectual property rights and licensed technologies are important to our competitive position, there can be no assurance
+Added: that they will not be challenged, circumvented, invalidated or infringed upon by competitors.
+Added: and Operating Partners
+Added: operations are supported by an international workforce, with approximately 98% of our employees based in Peru supporting manufacturing
+Added: and supply-chain activities.
+Added: We believe our employees and operating partners are critical to execution, product quality, and long-term
+Added: growth, and we seek to foster a safe, respectful, and collaborative working environment across our operations.
+Added: our Peru Facility, we must comply with applicable labor, employment, and workplace safety regulations and provide access to health,
+Added: safety, and wellness resources consistent with local standards and practices.
+Added: We emphasize workforce stability, training, and operational
+Added: continuity and maintain relationships with local partners and service providers to support our manufacturing and logistics activities.
+Added: consider employee health and safety to be core operational priorities and maintain policies and procedures designed to promote safe working
+Added: conditions at our manufacturing facility.
+Added: Supporting employees and partners through responsible employment practices and operational
+Added: discipline contributes to product quality, supply-chain reliability, and long-term business performance.
+Added: Sustainability and Social Responsibility
+Added: are committed to responsible operational and sourcing practices as integral components of our operations.
+Added: The proprietary dehydration
+Added: technology promotes efficient use of agricultural produce, reduced food waste, and lower energy consumption while preserving key product
+Added: Our manufacturing facility in Pisco, Peru is strategically located within regions that support agricultural production, enabling
+Added: efficient sourcing and fostering relationships with local agricultural communities.
+Added: operations are subject to regulation by U.S.
+Added: federal, state, and local authorities, as well as foreign regulatory agencies in the jurisdictions
+Added: in which we operate.
+Added: In the United States, we are regulated by the Food and Drug Administration (“FDA”) under the Federal
+Added: Food, Drug, and Cosmetic Act, as amended by the Food Safety Modernization Act (“FSMA”), which governs the manufacturing,
+Added: processing, packaging, labeling, storage, and safety of food products, including imported foods.
+Added: emphasizes preventive food safety controls and enhanced oversight of foreign food facilities supplying the U.S.
+Added: We maintain food
+Added: safety and quality systems designed to comply with applicable FDA and FSMA requirements and monitors regulatory developments to support
+Added: continued compliance.
+Added: products are also subject to regulation by the United States Department of Agriculture (“USDA”) and U.S.
+Added: Customs and Border
+Added: Protection in connection with the importation of agricultural and food products into the United States.
+Added: In addition, our manufacturing
+Added: operations in Peru are subject to applicable local laws and regulations governing food production, labor, tax, and export requirements.
+Added: believe we are in material compliance with applicable food safety, labeling, and import regulations;
+Added: however, changes in regulatory requirements,
+Added: enforcement practices, or trade policies could affect operating costs, supply-chain execution, or administrative complexity.
Executive Offices
1 unchanged sentence
Our telephone number is (844) 263-6637.
−Removed: We believe our facilities are adequate to meet our current and near-term needs.
−Removed: of March 31, 2025, we had approximately 185 full-time employees, including 180 employees in Peru.
−Removed: Our employees are not represented by
−Removed: labor unions.
+Added: of December 31, 2025, we had approximately 314 full-time employees, including 308 employees in Peru.
+Added: Our employees are not represented
+Added: by labor unions.
We consider our relationship with our employees to be positive.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.