What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-31 compared with 2025-04-15 · 582 added, 429 removed, 270 unchanged (79% of the section changed)

79 unchanged sentences

Dalfonsi—Chief Financial Officer and Director.

John was appointed to serve

as the Company’s Chief Financial Officer on January 10, 2024, and has served as a director of ours since June 21, 2023.

Dalfonsi has closed public and private equity and debt financings, merger and acquisitions, advisory and fairness opinion transactions

and Nasdaq and NYSE/AMEX IPOs.

He has worked with companies in the healthcare, industrial, consumer, technology, cleantech and resource

sectors , bringing a wealth of experience to the Company .

John was appointed to serve as the Company’s Chief Financial Officer

on January 10, 2024, and has served as a director of ours since June 21, 2023.

Since 1995, Mr.

Dalfonsi has closed public and private

equity and debt financings, merger and acquisitions, advisory and fairness opinion transactions and Nasdaq and NYSE/AMEX IPOs.

worked with companies in the healthcare, industrial, consumer, technology, cleantech and resource sectors, bringing a wealth of experience

to the Company.

During this period, Mr.

has spent the bulk of his career at ROTH Capital Partners, LLC and Paulson Investment Company, LLC.

Dalfonsi has been the Managing

Member at Eagle Vision Fund G/P., LLC since April 2022, was previously a Senior Managing Director at Paulson Investment Company, LLC

from January 2021 through April 2022, and a Managing Director at Roth Capital Partners from February 2002 to December 2020.

earned his Bachelor of Science degree in Industrial Engineering from Northwestern University and his Master of Business Administration

from the University of Chicago Booth School of Business.

Israel—Independent Director.

David Israel was appointed to our board of directors, audit committee, compensation committee,

and nominating and corporate government committee on June 21, 2023 .

Israel, one of our

co-founders boasts a successful history of food entrepreneurship.

As the Chief Executive Officer of Good Planet Foods since February

of 2018, David brings extensive experience in natural food product development and management.

Additionally, as the Chief Executive

Officer of BFY Food Group since February of 2017, David brings an immediate network of distributors

and buyers that will continue to scale BranchOut as growth accelerates.

David developed and created Pop Gourmet as its founder in 2011,

until September of 2018.

Dalfonsi has spent the bulk of his career at ROTH Capital Partners, LLC and Paulson Investment

Company, LLC.

Dalfonsi has been the Managing Member at Eagle Vision Fund G/P., LLC since April 2022, was previously a Senior Managing

Director at Paulson Investment Company, LLC from January 2021 through April 2022, and a Managing Director at Roth Capital Partners from

February 2002 to December 2020.

Dalfonsi earned his Bachelor of Science degree in Industrial Engineering from Northwestern University

and his Master of Business Administration from the University of Chicago Booth School of Business.

Somerville—Independent Director.

Greg Somerville was appointed to our board of directors, audit committee, compensation

committee, and nominating and corporate government committee on June 21, 2023 .

Greg Somerville was appointed to our Board of Directors on June 21, 2023.

is an accomplished 30-year Sales and Marketing veteran of the U.S.

Food Industry.

Greg is currently North America Controller & Chief

Executive Officer at Savencia Fromage and Dairy, which is the world’s leading specialty cheese company and has held the position

since August of 2021.

In North America, Savencia has top share positions in cream cheese, domestically-produced and imported specialty

cheeses, hummus, and plant-based dips and snacks.

Since October of 2025, Mr.

Somerville has been the

Chief Executive Officer of Maple Donuts, LLC, a leader in the Retail In-Store-Bakery industry.

Previously, from August of 2021 until

April of 2025, Mr.

Somerville served as North America Controller & Chief Executive Officer at Savencia Fromage and Dairy, which is

the world’s leading specialty cheese company.

Prior to joining Savencia, Mr.

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BranchOut’s future growth.

Greg has a BS in Business from the University of Wisconsin and an MBA from Quinlan School of Business.

Somerville has a BS in Business from the University of Wisconsin and an MBA from Quinlan School

Riché Jones—Independent Director.

Byron Riché Jones was appointed to our board of directors and the chairman

of the Company’s audit committee on January 10, 2024.

Jones is a distinguished executive with over 15 years in Project Management

and Business Solutions experience, and has served as director of several publicly traded and privately held companies, specifically in

the Commercial Real Estate, Consumer Goods, Hospitality, Technology, and Cannabis Sectors.

Since 2012, Mr.

Jones has been the Director

of Project Management at Jones Lang LaSalle, one of the largest global real estate companies in the world, where for the past 10 years

he has overseen over $50M (US) in capital and improvements for one of the leading Global Technology Institutions.

Byron Riché Jones was appointed to our Board of Directors on January 10,

Jones is a distinguished executive with over 15 years in Project Management and Business Solutions experience, and has served

as a director of several publicly traded and privately held companies, specifically in the Commercial Real Estate, Consumer Goods, Hospitality,

Technology, and Sustainability sectors.

Since 2023, Mr.

has also been the principal of ELEVEN03 Hospitality LLC, a growth portfolio company with holdings in notable Bay Area nightlife venues,

Jones has been a Global Director at Cushman & Wakefield, one of the largest

global real estate companies in the world.

Prior to that, from 2020 to 2023, Mr.

Jones served as a Senior Director at Jones Lang LaSalle.

Jones is also the principal of ELEVEN03 Hospitality LLC, a growth portfolio company with holdings in notable Bay Area nightlife venues,

including “NOVA nightclub’ and “Wild Rose Eatery and Lounge”.

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to which Kaufman has the right to appoint or nominate a director.

Jain served as an analyst at Kaufman Kapital from June 2024 until

January 2025, and previously was an intern at CarMax and Dominion Energy.

Jain is currently pursuing a degree in finance at The McIntire

School of Commerce.

Jain has been a portfolio manager at Z1 Labs since September 2025.

Previously, Mr.

Jain served as an analyst at Kaufman Kapital from June 2024 until January 2025, and was also an intern at CarMax and

Dominion Energy.

Jain earned a Bachelor of Science in Commerce with a Finance concentration from The McIntire School of Commerce.

Schwartz—Independent Director.

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September of 2020, Mr.

Schwartz has been the Executive Chairman of Schwartz Brothers Restaurants, which owns and operates a number of

full-service restaurants in the greater Seattle area and Schwartz Brothers Bakery, which sells products in the US and Canada in many

Schwartz has been the Executive Chairman of Schwartz Brothers Restaurants, and previously served as its Chief

Executive Officer.

Schwartz Brothers Restaurants owns and operates a number of full-service restaurants and food service companies, located

primarily in the greater Seattle, Washington area, and Schwartz Brothers Bakery, which sells products in the U.S.

and Canada in many

of the largest grocery and warehouse club chains.

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advisory boards, including South Forty Snacks, Tiphaus and Radius Networks, and formerly served on the advisory board of Nutpods.

Schwartz earned a BS in Business Administration from the University of Southern California.

Schwartz earned his Bachelor of Science degree in Business Administration from University of Southern California.

Relationships

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Audit Committee is responsible for, among other things:

the integrity of our financial statements and the other financial information we provide to our stockholders and other interested

the periodic reviews of the adequacy of the auditing, accounting, and financial reporting processes and systems of internal control

that are conducted by our independent registered public accounting firm and management;

responsible for the selection, retention, compensation, and termination of our independent registered public accounting firm;

the integrity of our financial statements and the other financial information we provide

to our stockholders and other interested parties;

the periodic reviews of the adequacy of the auditing, accounting, and financial reporting

processes and systems of internal control that are conducted by our independent registered

public accounting firm and management;

responsible for the selection, retention, compensation, and termination of our independent

registered public accounting firm;

the independence and performance of our independent registered public accounting firm;

compliance with applicable legal and regulatory requirements as they relate to our financial statements and disclosure of financial

information to our stockholders and other interested parties;

communication among our independent registered public accounting firm, management, and the board of directors;

the Audit Committee report required by SEC rules and regulations to be included in our annual proxy statement;

such other duties and responsibilities as are enumerated in and consistent with the Audit Committee charter.

compliance with applicable legal and regulatory requirements as they relate to our financial

statements and disclosure of financial information to our stockholders and other interested

● facilitating

communication among our independent registered public accounting firm, management, and the

board of directors;

the Audit Committee report required by SEC rules and regulations to be included in our annual

proxy statement;

such other duties and responsibilities as are enumerated in and consistent with the Audit

Committee charter.

Audit Committee operates under a written charter, which satisfies the requirements of applicable SEC rules and Nasdaq listing standards,

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Compensation Committee is responsible for, among other things:

the board of directors in developing and reviewing compensation programs applicable to our executive officers and directors;

the board of directors in developing and reviewing compensation programs applicable to our

executive officers and directors;

our Company’s overall compensation philosophy, strategy, and objectives;

the total compensation opportunity, as well as each component of compensation, paid to our executive officers and directors;

the total compensation opportunity, as well as each component of compensation, paid to our

executive officers and directors;

● administering

our equity-based and cash-based compensation plans applicable to our directors, officers, and employees;

the report of the compensation committee required by SEC rules to be included in our annual proxy statement;

such other duties and responsibilities as an enumerated and consistent with the Compensation Committee charter.

our equity-based and cash-based compensation plans applicable to our directors, officers,

and employees;

the report of the compensation committee required by SEC rules to be included in our annual

proxy statement;

such other duties and responsibilities as an enumerated and consistent with the Compensation

Committee charter.

Compensation Committee operates under a written charter, which satisfies the requirements of applicable Nasdaq listing standards, which

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The Compensation Committee consists of Mr.

Israel and Mr.

Israel serves as chair of the Compensation Committee.

Schwartz, Mr.

Schwartz serves as chair of the Compensation Committee.

and Corporate Governance Committee

Nominating and Corporate Governance Committee is responsible for, among other things:

the board of directors in identifying candidates qualified to serve as directors, consistent with selection criteria approved by

the board of directors and the nominating and corporate governance committee;

the board of directors in identifying candidates qualified to serve as directors, consistent

with selection criteria approved by the board of directors and the nominating and corporate

governance committee;

● recommending

to the board of directors the appointment of director nominees that meet the selection criteria;

to the board of directors the appointment of directors to serve on each committee of the board of directors;

and recommending to the board of directors such corporate governance policies and procedures as the nominating and corporate governance

committee determines is appropriate from time to time;

the performance and evaluation of the board of directors, and of each committee of the board of directors;

such other duties and responsibilities as are consistent with the Nominating and Corporate Governance Committee charter.

● recommending

to the board of directors the appointment of directors to serve on each committee of the

board of directors;

and recommending to the board of directors such corporate governance policies and procedures

as the nominating and corporate governance committee determines is appropriate from time

the performance and evaluation of the board of directors, and of each committee of the board

of directors;

such other duties and responsibilities as are consistent with the Nominating and Corporate

Governance Committee charter.

Nominating and Corporate Governance Committee operates under a written charter, which satisfies the requirements of applicable Nasdaq

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The Nominating and Corporate Governance Committee consists of Mr.

Israel and Mr.

Somerville serves as chair of the Nominating and Corporate Governance Committee.

of Business Conduct and Ethics

Jain serves as chair of the Nominating and Corporate Governance Committee.

of Ethics and Insider Trading Policy

have adopted a written Code of Business Conduct and Ethics that applies to our directors, officers, and employees, including our Chief

Executive Officer, Chief Financial Officer, and Chief Operational Officer or persons performing similar functions, in accordance with

federal securities laws and the corporate governance rules of Nasdaq.

The Code of Business Conduct and Ethics is available on the

investor relations portion of our website at www.branchoutfood.com .

Any substantive amendments or waivers of the Code of Conduct

or any similar code(s) subsequently adopted for senior financial officers may be made only by our Board and will be promptly disclosed

as required by applicable U.S.

federal securities laws and the corporate governance rules of Nasdaq.

federal securities laws and the corporate governance rules of Nasdaq (the “Code”).

The Code includes provisions governing

the purchase and sale of our securities by our directors, officers and employees, which are designed to promote compliance with insider

trading laws, rules and regulations, and applicable Nasdaq listing standards.

The Code is available on the investor relations portion

of our website at www.branchoutfood.com.

Any substantive amendments or waivers of the Code of Conduct or any similar code(s) subsequently

adopted for senior financial officers may be made only by our Board and will be promptly disclosed as required by applicable U.S.

securities laws and the corporate governance rules of Nasdaq.

Section 16(a) Reports

were no persons who, at any time during the fiscal year ended December 31, 2024, was a director, executive officer, or beneficial owner

of more than 10% of our common stock that failed to file on a timely basis reports required by Section 16(a) of the Exchange Act during

the most recent fiscal year, except for a late filing of a Form 3 by Kaufman Kapital, a Form 4 filed by Kaufman Kapital one day late,

and a late filing of a Form 4 by each of Eric Healy, John Dalfonsi David Israel, Byron Riche Jones, and Greg Somerville.

16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers, and beneficial owners of more than 10% of our

common stock to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of

our common stock.

Such persons are required to furnish us with copies of all Section 16(a) forms they file.

solely upon a review of the copies of such forms filed with the SEC, the Company believes that all filing requirements applicable to

its directors, executive officers, and greater than 10% beneficial owners known to the Company were complied with on a timely basis during

the fiscal year ended December 31, 2025.

EXECUTIVE COMPENSATION

COMPENSATION TABLE

following summary compensation table sets forth the aggregate compensation we paid or accrued during the fiscal years ended December

31, 2024 and 2023 to Eric Healy, our Chief Executive Officer, and John Dalfonsi, our Chief Financial Officer, during 2024 (together,

our “Named Executive Officers”).

following Summary Compensation Table summarizes the compensation awarded to, earned by, or paid to Eric Healy, our Chief Executive Officer

and Chairman, and John Dalfonsi, our Chief Financial Officer (collectively, the “Named Executive Officers) during the fiscal years

ended December 31, 2025 and 2024.

The amounts reported include salary, bonuses and equity-based compensation.

$ 303,630 (1)

$ 201,504 (1)

Chief Executive Officer and Chairman

$ 120,132 (2)

John Dalfonsi,

Chief Financial Officer

On February 22, 2024, we granted Mr.

April 14, 2025, we granted Mr.

Healy the option to purchase 15,000 shares of common stock

at an exercise price of $1.94 per share.

The grant-date fair value of the option award, computed

in accordance with ASC 718, using the Black-Scholes option pricing model, based on a volatility

rate of 46% and a call option value of $0.8796, was $13,195.

On June 12, 2025 we granted

Healy the option to purchase 180,000 shares of common stock at an exercise price of $2.06

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 41% and a call option value of $0.8581,

was $120,132.

John Dalfonsi, our Chief Financial Officer, was appointed as the Company’s Chief Financial Officer on January 10, 2024.

On February 22, 2024, we granted Mr.

The grant-date fair value of the option award, computed in accordance with ASC

718, using the Black-Scholes option pricing model, based on volatility rate of 45% and a

call option value of $1.0462, was 188,309.

February 22, 2024, we granted Mr.

Healy the option to purchase 140,000 shares of common stock

at an exercise price of $1.92 per share.

The grant-date fair value of the option award, computed

in accordance with ASC 718, using the Black-Scholes option pricing model, based on a volatility

rate of 41% and a call option value of $0.8581, was $120,132.

April 14, 2025, we granted Mr.

Dalfonsi the option to purchase 15,000 shares of common stock

at an exercise price of $1.94 per share.

The grant-date fair value of the option award, computed

in accordance with ASC 718, using the Black-Scholes option pricing model based on a volatility

rate of 46% and a call option value of $0.8796, was $13,195.

On June 12, 2025 we granted

Dalfonsi the option to purchase 20,000 shares of common stock at an exercise price of

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 41% and a call option value of $0.8581,

$2.06 per share.

The grant-date fair value of the option award, computed in accordance with

ASC 718, using the Black-Scholes option pricing model, based on volatility rate of 45% and

a call option value of $1.0462, was 20,923.

February 22, 2024, we granted Mr.

Dalfonsi the option to purchase 75,000 shares of common

stock at an exercise price of $1.92 per share.

The grant-date fair value of the option award,

computed in accordance with ASC 718, using the Black-Scholes option pricing model, based

on a volatility rate of 41% and a call option value of $0.8581, was $64,356.

(5) Effective

April 15, 2025, the annual base salary of Mr.

Healy was increased from $250,000 to $325,000.

amounts reported in the “Option Awards” column represent the grant-date fair value of the option awards computed in accordance

with FASB ASC Topic 718.

Agreements and Incentive Compensation

have entered into an employment agreement with our Chief Executive Officer, dated December 6, 2022.

Pursuant to such agreement, Mr.

has agreed to serve as Chief Executive Officer and Chairman of our board of directors in consideration for an annualized salary of $250,000,

which commenced upon the completion of the IPO, payable in regular installments in accordance with the usual payment practices of the

The employment agreement calls for an annual bonus, as determined by the board of directors and possible additional bonuses

for services and results achieved by Mr.

Furthermore, the employment agreement required the Company to pay a bonus to Mr.

of $100,000 upon the completion of the IPO in 2023.

Healy’s employment agreement, in the event he is involuntarily terminated by the Company other than for “Cause”

or if he resigns for “Good Reason,” he is entitled to receive, subject to certain conditions, (x) an amount equal to the

remaining unpaid amounts under the employment term (three years from the date of the agreement), plus an additional 12 months of his

then current base salary, each payable on the date of termination;

(y) an amount equal to the target bonus for the year of termination

of employment, payable within five days following the date of termination;

and (z) continued medical and dental coverage.

and “Good Reason” are each defined in the employment agreement.

Healy agreed to certain non-solicitation, non-disparagement and non-competition provisions for a period of 24 months following termination

and to certain confidentiality obligations.

Additional terms and conditions are set forth in the employment agreement.

have entered into a three-year employment agreement with our Chief Executive Officer, Eric Healy, dated December 6, 2022, which automatically

renews for successive one-year periods unless terminated by either party.

Pursuant to the agreement, Mr.

Healy agreed to serve as Chief

Executive Officer and Chairman of our board of directors in consideration for an annual base salary of $250,000, which commenced upon

the completion of the Company’s initial public offering and is payable in regular installments in accordance with the Company’s

standard payroll practices.

Effective April 15, 2025, the Company increased Mr.

Healy’s annual base salary to $325,000.

Healy’s base salary during 2025 is reflected in the Summary Compensation Table above.

All other terms of the employment

agreement remained unchanged.

employment agreement provides for eligibility to receive an annual bonus, as determined by the board of directors, and possible additional

discretionary bonuses based on services rendered and results achieved by Mr.

Healy’s employment agreement, in the event that he is involuntarily terminated by the Company other than for “Cause,”

or if he resigns for “Good Reason,” he is entitled to receive, subject to certain conditions:

(i) an amount equal to the

remaining unpaid amounts under the employment term (three years from the date of the agreement), plus an additional twelve months of

his then-current base salary, each payable on the date of termination;

(ii) an amount equal to the target bonus for the year of termination,

payable within five days following the date of termination;

and (iii) continued medical and dental coverage.

“Good Reason” are each defined in the employment agreement.

Healy has also agreed to certain non-solicitation, non-disparagement and non-competition provisions for a period of 24 months following

termination of employment and to certain confidentiality obligations.

Additional terms and conditions are set forth in the employment

have entered into a consulting agreement with our Chief Financial Officer dated April 12, 2022, as amended on January 10, 2024.

1 unchanged sentence

Dalfonsi has agreed to serve as Chief Financial Officer until December 31, 2027 in consideration of monthly payments

of $12,500 ($150,000 annually).

Equity Awards

2 unchanged sentences

Option Awards at Fiscal Year-End

of Securities Underlying Unexercised Options (#) Exercisable

of Securities Underlying Unexercised Options (#) Unexercisable

Exercise Price

Securities Underlying Unexercised

Unexercisable

Option Expiration

Eric Healy, Chief Executive Officer

Eric Healy, Chief Executive

June 11, 2035

April 13, 2035

February 21, 2034

John Dalfonsi, Chief Financial Officer

June 11, 2035

April 13, 2035

August 7, 2028

Options granted on February 22, 2024, vested immediately.

Options granted on August 8, 2023, vested monthly over one year from the date of grant.

February 21, 2034

granted on June 12, 2025 vest monthly over three years from the grant date.

granted on April 14, 2025 vested monthly over six months from the grant date.

granted on August 8, 2023, vested monthly over one year from the grant date.

granted on February 22, 2024, vested immediately.

Exercises and Stock Vested

1 unchanged sentence

December 31, 2025.

following table summarizes the compensation paid or accrued by us to our directors that are not Named Executive Officers for the year

ended December 31, 2024.

following table summarizes the compensation paid or accrued by us to our directors who are not Named Executive Officers of the Company

for the year ended December 31, 2025.

Earned or Paid in Cash

Incentive Compensation

3 unchanged sentences

Greg Somerville

On February 22, 2024, we granted Mr.

Israel an option to purchase 30,000 shares of common stock at an exercise price of $1.92 per

share, exercisable over a 10-year term.

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 41%

and a call option value of $1.1407, was $34,221.

On February 22, 2024, we granted Mr.

Jones an option to purchase 34,166 shares of common stock at an exercise price of $1.92 per

share, exercisable over a 10-year term.

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 41%

and a call option value of $1.1407, was $38,974.

On February 22, 2024, we granted Mr.

Somerville an option to purchase 15,000 shares of common stock at an exercise price of $1.92

per share, exercisable over a 10-year term.

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of

April 14, 2025, we granted Mr.

Somerville, and Mr.

Jain the option to purchase

15,000 shares of common stock at an exercise price of $1.94 per share, exercisable over a

10-year term.

The grant-date fair value of the option award, computed in accordance with

ASC 718, using the Black-Scholes option pricing model, based on a volatility rate of 46%

and a call option value of $0.8796, was $13,195.

are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings

of our board of directors.

April 11, 2025, we granted Mr.

Schwartz the option to purchase 30,000 shares of common stock

at an exercise price of $1.93 per share, exercisable over a 10-year term.

The grant-date

fair value of the option award, computed in accordance with ASC 718, using the Black-Scholes

option pricing model, based on a volatility rate of 46% and a call option value of $0.8765,

of December 31, 2025, the following number of stock options were outstanding and held by our non-employee directors:

Jones held options to purchase 49,166 shares of common stock, Greg Somerville held options to purchase 60,000 shares of common stock,

Deven Jain held options to purchase 15,000 shares of common stock, and Lindsay L.

Schwartz held options to purchase 30,000 shares of

common stock.

directors receive equity compensation from time to time at the discretion of the Board of Directors.

Directors are not currently paid

cash compensation for their service on the Board.

Non-employee directors are entitled to reimbursement for reasonable travel and other

out-of-pocket expenses incurred in connection with attendance at meetings of the Board of Directors.

option awards described above were granted pursuant to the Company’s 2022 Equity Incentive Plan.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth, as of March 31, 2025, certain information with regard to the record and beneficial ownership of the Company’s

common stock by (i) each person known to the Company to be the record or beneficial owner of 5% or more of the Company’s common

stock, (ii) each director of the Company, (iii) each of the named executive officers, and (iv) all executive officers and directors of

the Company as a group.

following table sets forth, as of March 25, 2026, certain information regarding the beneficial ownership of the Company’s common

stock by (i) each person known by the Company to beneficially own more than 5% of the outstanding shares of the Company’s common

stock, (ii) each director of the Company, (iii) each named executive officer of the Company, and (iv) all executive officers and directors

of the Company as a group.

The address of each of our directors and executive officers named in the table is c/o BranchOut Food Inc.,

3 unchanged sentences

Eric Healy, Chairman

John Dalfonsi, CFO and Director (4)

David Israel, Director (5)

and Chief Executive Officer (3)

John Dalfonsi, Chief Financial

Officer and Director (4)

Greg Somerville, Director (5)

3 unchanged sentences

and Officers as a Group (6 persons)

5% or Greater

Healy, CEO (3)

5% or Greater Shareholders

Kapital, LLC (9)

Bard Associates,

Represents beneficial ownership of less than 1%.

as indicated in the footnotes to this table and pursuant to applicable community property

laws, the persons named in the table have sole voting and investment power with respect to

all shares of common stock owned by such person.

(2) Percentage

of beneficial ownership is based upon 9,584,769 shares of common stock.

For each named person,

this percentage includes common stock that the person has the right to acquire either currently

or within 60 days of March 31, 2025, including through the exercise of an option;

such common stock is not deemed outstanding for the purpose of computing the percentage owned

by any other person.

140,000 shares of common stock that may be acquired under an option to purchase 140,000 shares

of common stock at an exercise price of $1.92 per share that vested in full on February 22,

2024, exercisable until February 21, 2034.

Also includes 659,456 shares of common stock that

may be acquired under fully vested warrants to purchase 659,456 shares of common stock at

an exercise price of $1.00 per share, exercisable until July 22, 2034.

75,000 shares of common stock that may be acquired under an option to purchase 75,000 shares

of common stock at an exercise price of $1.92 per share that vested in full on February 22,

2024, exercisable until February 21, 2034.

Also includes 30,000 shares of common stock that

may be acquired under an option to purchase 30,000 shares of common stock at an exercise

price of $6.00 per share that that vested in full on August 8, 2024, exercisable until August

Also includes an aggregate 44,803 shares of common stock that may be acquired by

EagleVision Ventures, Inc., which is an entity 100% owned by the spouse of Mr.

under the warrants listed below.

The spouse of Mr.

Dalfonsi has the sole voting and dispositive

power over these shares.

Options to Purchase

March 7, 2022

15,383 shares

March 7, 2022

18,334 shares

16,254 shares held in the name of BFY Food Group, LLC, which is an entity in which David

Israel is the beneficial owner.

Israel has the sole voting and dispositive power over

these shares.

Also includes 30,000 shares of common stock that may be acquired under an option

to purchase 30,000 shares of common stock at an exercise price of $1.92 per share that vested

in full on February 22, 2024, exercisable until February 21, 2034.

15,000 shares of common stock that may be acquired under an option to purchase 15,000 shares

of common stock at an exercise price of $1.92 per share that vested in full on February 22,

2024, exercisable until February 21, 2034.

Also includes 30,000 shares of common stock that

may be acquired under an option to purchase 30,000 shares of common stock at an exercise

price of $2.51 per share that vested in full on August 8, 2024, exercisable until August

12,500 shares held by Byron R Jones & Angelina Jones JT TEN.

Includes 34,166 shares of

common stock that may be acquired under an option to purchase 34,166 shares of common stock

at an exercise price of $1.92 per share that vested in full on February 22, 2024, exercisable

until February 21, 2034.

an aggregate 4,484,305 shares of common stock that may be acquired by Kaufman Kapital LLC,

which is an entity 100% owned by Mr.

Kaufman, under $3,400,000 of senior secured

convertible promissory notes that are convertible into common stock at a conversion rate

of $0.7582 per share.

Excludes 375,598 shares that could be converted into common stock on

the accrued interest.

Also includes 1,000,000 shares of common stock that may be acquired

by Kaufman Kapital LLC under warrants to purchase 1,000,000 shares of common stock at an

exercise price of $1.00 per share that vested in full with shareholder approval on October

14, 2024, exercisable until December 31, 2025.

And, includes 500,000 shares of common stock

that may be acquired by Kaufman Kapital LLC under warrants to purchase 500,000 shares of

common stock at an exercise price of $1.50 per share that vested in full with shareholder

approval on October 14, 2024, exercisable until December 31, 2025.

Kaufman has the sole

voting and dispositive power over these shares.

all shares beneficially owned by them.

(2) Applicable

percentage ownership is based on 14,582,416 shares of common stock outstanding as of March

Shares of common stock subject to options, warrants, or convertible securities

that are exercisable or convertible within 60 days of such date are deemed outstanding for

the purpose of computing the percentage ownership of the person holding such securities but

are not deemed outstanding for computing the percentage ownership of any other person.

239,250 shares issuable upon exercise of options and 659,456 shares issuable upon exercise

of warrants, all of which are exercisable within 60 days.

154,861 shares issuable upon exercise of options and 44,803 shares issuable upon exercise

of warrants exercisable within 60 days.

Also includes shares held by EagleVision Ventures,

Inc., an entity wholly owned by the spouse of Mr.

Dalfonsi’s spouse has

sole voting and dispositive power over such shares.

67,500 shares issuable upon exercise of options all of which are exercisable within 60 days.

12,500 shares held by Byron R Jones & Angelina Jones JT TEN and 59,166 shares issuable

upon exercise of options exercisable within 60 days.

40,00 shares issuable upon exercise of options all of which are exercisable within 60 days.

22,500 shares issuable upon exercise of options all of which are exercisable within 60 days.

500,000 shares issuable upon exercise of warrants, 4,638,793 shares issuable upon conversion

of $2,900,000 of outstanding principal under the Convertible Note, and 813,945 shares

that could be converted into common stock on the accrued interest under the Convertible Note

as of March 25, 2026.

Kaufman, is the managing member of Kaufman Kapital LLC, exercises

voting and dispositive control over these shares and may therefore be deemed to beneficially

own such shares held by the entity.

solely on information contained in a Schedule 13G filed with the Securities and Exchange

Commission on December 3, 2025.

Compensation Plan Information

following table provides information about shares of our common stock that may be issued upon exercise of outstanding equity awards at

December 31, 2025.

Other than individual options outstanding reflected in the table below, we did not have any shares authorized for

issuance under equity plans at December 31, 2025.

of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average

exercise price of outstanding options, warrants and rights

of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved

by security holders

compensation plans not approved by security holders (1)

(1) Represents

warrants issued to the underwriter as compensation in connection with the Company’s

initial public offering on June 21, 2023, the Company’s follow-on public offering on

June 26, 2024, and the Company’s underwritten offering on November 14, 2025.

Equity Incentive Plan

board of directors and stockholders adopted the 2022 Equity Incentive Plan as of January 1, 2022, which provides for the grant of incentive

stock options and non-qualified stock options to purchase shares of our common stock and other types of awards.

The general purpose of

the 2022 Equity Incentive Plan is to provide a means whereby eligible employees, officers, non-employee directors and other individual

service providers develop a sense of proprietorship and personal involvement in our development and financial success, and to encourage

them to devote their best efforts to our business, thereby advancing our interests and the interests of our stockholders.

the 2022 Equity Incentive Plan, we seek to retain the services of such eligible persons and to provide incentives for such persons to

exert maximum efforts for our success and the success of our subsidiaries.

of the 2022 Equity Incentive Plan

following description of the principal terms of the 2022 Equity Incentive Plan is a summary and is qualified in its entirety by the full

text of the 2022 Equity Incentive Plan.

Administration.

In general, the 2022 Equity Incentive Plan is administered by the Compensation Committee of the board of directors.

The Compensation

Committee determines the persons to whom options to purchase shares of common stock, stock appreciation rights (or “SARs”),

restricted stock units, restricted or unrestricted shares of common stock, performance shares, performance units, incentive bonus awards,

other stock-based awards and other cash-based awards may be granted.

The Compensation Committee may also establish rules and regulations

for the administration of the 2022 Equity Incentive Plan and amendments or modifications of outstanding awards.

No options, stock purchase

rights or awards may be made under the 2022 Equity Incentive Plan on or after January 7, 2032 (or, the expiration date), but the 2022

Equity Incentive Plan will continue thereafter in effect with respect to previously granted options, SARs or other awards that remain

Persons eligible to receive options, SARs or other awards under the 2022 Equity Incentive Plan are those employees, officers,

directors, consultants, advisors and other individual service providers of ours who, in the opinion of the Compensation Committee, are

in a position to contribute to our success, or any person who is determined by the Compensation Committee to be a prospective employee,

officer, director, consultant, advisor or other individual service provider of the Company or any subsidiary.

Subject to the 2022 Equity Incentive Plan.

The aggregate number of shares of common stock initially available for issuance in

connection with options and other awards granted under the 2022 Equity Incentive Plan was 600,000.

The number of shares of common stock

available for issuance under the 2022 Equity Incentive Plan automatically increases on the first day of each fiscal year of the Company

commencing with fiscal year 2023, and the first day of each fiscal year thereafter until the expiration date, 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 December 31, 2025, the annual increases to the plan resulted in 1,633,000 shares being able to be issued under

stock options”, or ISOs, that are intended to meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended

(the “Code”) may be granted under the 2022 Equity Incentive Plan with respect to all of the shares of common stock authorized

for issuance under the 2022 Equity Incentive Plan.

any option or SAR granted under the 2022 Equity Incentive Plan terminates without having been exercised in full or if any award is forfeited,

the number of shares of common stock as to which such option or award was forfeited will be available for future grants under the 2022

Equity Incentive Plan.

Awards settled in cash will not count against the number of shares available for issuance under the 2022 Equity

Incentive Plan.

non-employee director may receive awards in any calendar year having an accounting value in excess of $250,000 (inclusive of any cash

awards to the non-employee director for such year that are not made pursuant to the 2022 Equity Incentive Plan);

provided that, in the

case of a new non-employee director, such amount is increased to $350,000 for the initial year of the non-employee director’s term.

number of shares authorized for issuance under the 2022 Equity Incentive Plan and the foregoing share limitations are subject to customary

adjustments for stock splits, stock dividends or similar transactions.

and Conditions of Options.

Options granted under the 2022 Equity Incentive Plan may be either ISOs or “non-statutory stock

options” that do not meet the requirements of Section 422 of the Code.

The Compensation Committee will determine the exercise price

of options granted under the 2022 Equity Incentive Plan.

The exercise price of stock options may not be less than the fair market value

per share of our common stock on the date of grant (or 110% of fair market value in the case of ISOs granted to a ten-percent stockholder).

on the date of grant the common stock is listed on a stock exchange or is quoted on the automated quotation system of the Nasdaq Stock

Market, the fair market value will generally be the closing sale price on the date of grant (or the last trading day before the date

of grant if no trades occurred on the date of grant).

If no such prices are available, the fair market value will be determined in good

faith by the Compensation Committee based on the reasonable application of a reasonable valuation method.

option may be exercisable for more than ten years (five years in the case of an ISO granted to a ten-percent stockholder) from the date

Options granted under the 2022 Equity Incentive Plan will be exercisable at such time or times as the Compensation Committee

prescribes at the time of grant.

No employee may receive ISOs that first become exercisable in any calendar year in an amount exceeding

The Compensation Committee may, in its discretion, permit a holder of an option to exercise the option before it has otherwise

become exercisable, in which case the shares of our common stock issued to the recipient will continue to be subject to the vesting requirements

that applied to the option before exercise.

the option price may be paid in cash, by certified check, or by bank draft.

The Compensation Committee may permit other methods of payment,

including through delivery of shares of our common stock having a fair market value equal to the purchase price.

The Compensation Committee

is authorized to establish a cashless exercise program and to permit the exercise price (and/or tax withholding obligations) to be satisfied

by reducing from the shares otherwise issuable upon exercise a number of shares having a fair market value equal to the exercise price.

option may be transferred other than by will or by the laws of descent and distribution, and during a recipient’s lifetime an option

may be exercised only by the recipient.

However, the Compensation Committee may permit the holder of an option, SAR or other award to

transfer the option, right or other award to immediate family members or a family trust for estate planning purposes.

The Compensation

Committee will determine the extent to which a holder of a stock option may exercise the option following termination of service with

Appreciation Rights.

The Compensation Committee may grant SARs under the 2022 Equity Incentive Plan.

The Compensation Committee

will determine the other terms applicable to SARs.

The exercise price per share of a SAR will not be less than 100% of the fair market

value of a share of our common stock on the date of grant, as determined by the Compensation Committee.

The maximum term of any SAR granted

under the 2022 Equity Incentive Plan is ten years from the date of grant.

Generally, each SAR will entitle a participant upon exercise

to an amount equal to:

excess of the fair market value on the exercise date of one share of our common stock over

the exercise price, multiplied by

number of shares of common stock covered by the SAR.

may be made in shares of our common stock, in cash, or partly in common stock and partly in cash, all as determined by the Compensation

Stock and Restricted Stock Units.

The Compensation Committee may award restricted common stock and/or restricted stock units

under the 2022 Equity Incentive Plan.

Restricted stock awards consist of shares of stock that are transferred to a participant subject

to restrictions that may result in forfeiture if specified conditions are not satisfied.

Restricted stock units confer the right to receive

shares of our common stock, cash, or a combination of shares and cash, at a future date upon or following the attainment of certain conditions

specified by the Compensation Committee.

The restrictions and conditions applicable to each award of restricted stock or restricted stock

units may include performance-based conditions.

Dividends with respect to restricted stock may be paid to the holder of the shares as

and when dividends are paid to stockholders or at the time that the restricted stock vests, as determined by the Compensation Committee.

Dividend equivalent amounts may be paid with respect to restricted stock units either when cash dividends are paid to stockholders or

when the units vest.

Unless the Compensation Committee determines otherwise, holders of restricted stock will have the right to vote

Shares and Performance Units.

The Compensation Committee may award performance shares and/or performance units under the 2022

Equity Incentive Plan.

Performance shares and performance units are awards, denominated in either shares or U.S.

dollars, which are earned

during a specified performance period subject to the attainment of performance criteria, as established by the Compensation Committee.

The Compensation Committee will determine the restrictions and conditions applicable to each award of performance shares and performance

The Compensation Committee may grant incentive bonus awards under the 2022 Equity Incentive Plan from time to time.

The terms of incentive bonus awards will be set forth in award agreements.

Each award agreement will have such terms and conditions as

the Compensation Committee determines, including performance goals and amount of payment based on achievement of such goals.

bonus awards are payable in cash and/or shares of our common stock.

Stock-Based and Cash-Based Awards.

The Compensation Committee may award other types of equity-based or cash-based awards under

the 2022 Equity Incentive Plan, including the grant or offer for sale of shares of our common stock that do not have vesting requirements

and the right to receive one or more cash payments subject to satisfaction of such conditions as the Compensation Committee may impose.

of Certain Corporate Transactions.

The Compensation Committee may, at the time of the grant of an award provide for the effect

of a change in control (as defined in the 2022 Equity Incentive Plan) on any award, including (i) accelerating or extending the time

periods for exercising, vesting in, or realizing gain from any award, (ii) eliminating or modifying the performance or other conditions

of an award, or (iii) providing for the cash settlement of an award for an equivalent cash value, as determined by the Compensation Committee.

The Compensation Committee may, in its discretion and without the need for the consent of any recipient of an award, also take one or

more of the following actions contingent upon the occurrence of a change in control:

(a) cause any or all outstanding options and SARs

to become immediately exercisable, in whole or in part;

(b) cause any other awards to become non-forfeitable, in whole or in part;

cancel any option or SAR in exchange for a substitute option;

(d) cancel any award of restricted stock, restricted stock units, performance

shares or performance units in exchange for a similar award of the capital stock of any successor corporation;

(e) cancel or terminate

any award for cash and/or other substitute consideration in exchange for an amount of cash and/or property equal to the amount, if any,

that would have been attained upon the exercise of such award or realization of the participant’s rights as of the date of the

occurrence of the change in control, but if the change in control consideration with respect to any option or SAR does not exceed its

exercise price, the option or SAR may be canceled without payment of any consideration;

or (f) make such other modifications, adjustments

or amendments to outstanding awards as the Compensation Committee deems necessary or appropriate.

The board of directors may at any time amend the 2022 Equity Incentive Plan for the purpose of satisfying the requirements

of the Code, or other applicable law or regulation or for any other legal purpose, provided that, without the consent of our stockholders,

the board of directors may not (a) increase the number of shares of common stock available under the 2022 Equity Incentive Plan, (b)

change the group of individuals eligible to receive options, SARs and/or other awards, or (c) extend the term of the 2022 Equity Incentive

and when appropriate, we shall have the right to require each optionee purchasing shares of common stock and each grantee receiving an

award of shares of common stock under the 2022 Equity Incentive Plan to pay any federal, state, or local taxes required by law to be

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Relationships and Related Party Transactions

than the transactions described below, there has not been, nor is there currently proposed, any transaction or series of similar transactions

to which we were or will be a party:

which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last

two completed fiscal years;

which any director, executive officer, stockholders who beneficially owns more than 5% of our common stock or any member of their

immediate family had or will have a direct or indirect material interest.

Notes Payable

than the transactions described below, since January 1, 2024 there has not been any transaction in which the Company was or is to be

a participant and the amount involved exceeded $120,000 and in which any director, executive officer, holder of more than 5% of our common

stock, or any member of their immediate family had or will have a direct or indirect material interest.

with Kaufman Kapital LLC

Kapital LLC, led by Daniel Kaufman, is a beneficial owner holding more than 10% of the Company’s outstanding common stock.

July 15, 2024, the Company entered into a Securities Purchase Agreement (as amended, the “SPA”) with Daniel L.

Kaufman, pursuant

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.

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 agreed to purchase from the Company, in a private placement (i) 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

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 $1,400,000 balance on

the promissory note was received on December 9, 2024.

July 24, 2024, the Company issued the Purchased Securities to Kaufman Kapital in consideration of Kaufman Kapital making the Initial

Loan to the Company.

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.

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”).

the Convertible Note includes affirmative and negative covenants, events of defaults and other terms and conditions, customary in transactions

of this nature.

August 30, 2024, the Company borrowed $1,200,000 from Kaufman Kapital pursuant to a Senior Secured Promissory Note in the principal amount

of $1,200,000 (the “Note”) issued by the Company to Kaufman Kapital.

The Note matures on June 30, 2025, as amended.

under the Note bears interest at a rate of 15% per annum.

The Company’s obligations under the Note are secured by a lien on substantially

all of the Company’s assets pursuant to the Security Agreement.

In addition, the Note includes affirmative and negative covenants,

events of defaults and other terms and conditions, customary in transactions of this nature.

with Eagle Vision

connection with the sale of the Purchased Securities to Kaufman Kapital LLC under the SPA, the Company entered into an Omnibus Amendment

to Note Documents with substantially all of the holders (the “Holders”) of the Company’s Senior Notes and Warrants

issued under that certain Subscription Agreement dated as of January 10, 2024, as amended, pursuant to which, among other things, (i)

the exercise price of the Warrants issued to the Holders was reduced from $2.00 to $1.00, (ii) the outside maturity date of the Senior

Notes held by the Holders was extended from December 31, 2024 to December 31, 2025 (subject to further extension in the event the maturity

date of the Convertible Note is extended), (iii) the Company’s obligation to make payments of principal under the Senior Notes

held by the Holders beginning July 1, 2024 has been eliminated, and instead all obligations of the Company under such Senior Notes will

be due in one lump sum on the maturity date of the Senior Notes, and (iv) the Company’s obligations under the Convertible Note

and liens granted to the holder thereof, will be pari passu with the Company’s obligations under the Senior Notes held by the Holders

and liens granted to the holders thereof.

The amendment warrants resulted in $89,949 of additional interest expense.

various dates from January 9, 2024 through May 22, 2024, the Company completed the sale of an aggregate $1,675,000 of Senior Secured

Promissory Notes (“Senior Notes”) and Warrants (“Warrants”) to purchase an aggregate of 518,750 shares of the

Company’s common stock, to a group of Investors (“Investors”) led by Eagle Vision Fund LP (“Eagle Vision”),

an affiliate of John Dalfonsi, CFO of the Company, pursuant to a subscription agreement between the Company and the Investors.

to the subscription agreements, Eagle Vision was paid aggregate cash fees in the amount of $177,500 upon the closing of the transactions

for due diligence fees in consideration of services rendered and to be rendered by Eagle Vision to the Company and the investors, including

conducting due diligence with respect to the Company, monitoring the performance by the Company of its obligations under the senior secured

notes, servicing the interest and principal payments for purchasers, engaging in ongoing discussions with the Company’s management

regarding the Company’s operations and financial condition, acting as collateral agent, and evaluating financial and non-financial

information related to the Company, which services are to be provided by Eagle Vision until the senior secured notes have been paid in

full, and an aggregate $35,000 of legal fees was paid to Investors’ counsel.

Notes mature on the earlier of December 31, 2025, or the occurrence of a Qualified Subsequent Financing or Change of Control (as such

terms are defined in the Subscription Agreement) and bear interest at a rate of 15% per annum.

In addition, the Notes are subject to

covenants, events of defaults and other terms and conditions set forth in the Subscription Agreement.

The Company’s obligations

under the Notes are secured by liens on substantially all of the Company’s assets pursuant to the terms of a Security Agreement

between the Company and the Investors.

Warrant is exercisable for a ten-year period at an exercise price of $1.00 per share.

The $1,400,000

balance on the promissory note was received on December 9, 2024.

Kapital exercised the $1.00 Warrant in full on June 24, 2025.

The $1.50 Warrant had not been exercised as of December 31, 2025.

August 29, 2024, the Company borrowed $1,200,000 from Kaufman Kapital pursuant to a Senior Secured Promissory Note.

During the year ended

December 31, 2025, the Company repaid the note in full through principal payments of $325,000, $375,000, and $500,000, resulting in no

outstanding balance as of December 31, 2025.

to December 31, 2025, the Company entered into a $1,500,000 Senior Secured Promissory Note with Kaufman Kapital and Kaufman Kapital converted

$500,000 of principal outstanding under the Convertible Note into 659,457 shares of the Company’s common stock.

Additional information

regarding these transactions is included in Note 21 – Subsequent Events to the consolidated financial statements.

with Eagle Vision Fund LP

Vision Fund LP (“Eagle Vision”) is owned by the spouse of John Dalfonsi, the Company’s Chief Financial Officer, and

therefore constitutes a related party.

Eagle Vision entered into financing transactions with the Company during 2024.

January 9, 2024 and May 22, 2024, the Company issued an aggregate of $1,675,000 of Senior Secured Notes and warrants to purchase 518,750

shares of the Company’s common stock to a group of investors led by Eagle Vision.

the year ended December 31, 2025, the Company repaid $1,560,000 of principal outstanding under these notes, resulting in the payment

in full of the Senior Secured Notes as of December 31, 2025.

the year ended December 31, 2025, holders exercised warrants to purchase an aggregate of 350,000 shares of the Company’s common

stock at an exercise price of $1.00 per share, resulting in $350,000 of cash proceeds to the Company.

information regarding these transactions is included in Note 18 – Related Party Transactions and Note 12 – Debt to the consolidated

financial statements.

Offering Sale of Common Stock and Warrants

July 15, 2024, the Company entered into Subscription Agreements (the “Subscription Agreements”) with three related parties,

consisting of Eric Healy, the Company’s Chief Executive Officer;

Eagle Vision, an affiliate of John Dalfonsi, the Company’s

Chief Financial Officer;

and the Company’s President, pursuant to which such investors agreed to purchase $525,000 of “Units”

from the Company, each Unit consisting of (i) 100 shares of common stock, and (ii) a warrant to purchase 125 shares of common stock over

the following ten years at an exercise price of $1.00 per share, at a purchase price per Unit equal to $75.82.

The Company completed

the sale of the Units to Eric Healy and the Company’s President on July 23, 2024, and the sale of the Units to Eagle Vision on

August 30, 2024, resulting in the issuance of an aggregate of 692,429 shares of common stock and warrants to purchase 865,536 shares

of common stock.

July 15, 2024, the Company entered into Subscription Agreements with three related parties, consisting of Eric Healy, the Company’s

Chief Executive Officer;

Eagle Vision, an affiliate of John Dalfonsi, the Company’s Chief Financial Officer;

and the Company’s

President, pursuant to which such investors agreed to purchase $525,000 of “Units” from the Company, each Unit consisting

of (i) 100 shares of common stock, and (ii) a warrant to purchase 125 shares of common stock over the following ten years at an exercise

price of $1.00 per share, at a purchase price per Unit equal to $75.82.

The Company completed the sale of the Units to Eric Healy and

the Company’s President on July 23, 2024, and the sale of the Units to Eagle Vision on August 30, 2024, resulting in the issuance

of an aggregate of 692,429 shares of common stock and warrants to purchase 865,536 shares of common stock.

and Procedures for Related Person Transactions

have adopted a formal policy in regard to related persons that requires all future related person transactions to be approved in advance

by our Audit Committee.

Any request for such a transaction will be presented to our Audit Committee for review, consideration, and approval.

In approving or rejecting any such proposal, our Audit Committee will consider the relevant facts and circumstances available and deemed

relevant to the Audit Committee, including, but not limited to, the extent of the related party’s interest in the transaction,

and whether the transaction is on terms no less favorable to us than terms we could have generally obtained from an unaffiliated third

party under the same or similar circumstances.

historical related person transactions described in this prospectus were reviewed and approved or ratified in accordance with our then

existing policies, Code of Business Conduct and Ethics, articles of incorporation and bylaws, and Oregon or Nevada law, as applicable.

board of directors currently consists of Eric Healy, our Chief Executive Officer and Chairman, John Dalfonsi our Chief Financial Officer,

David Israel, Greg Somerville, Byron Riché Jones, Deven Jain and Lindsey L.

As executive officers, Messrs.

Dalfonsi do not qualify as “independent” under standards of independence set forth by national securities exchanges.

Board of Directors has determined that David Israel, Greg Somerville, Byron Riché Jones, Deven Jain and Lindsey L.

“independent” in accordance with the NASDAQ Capital Market’s requirements.

Company has adopted a policy requiring that any related party transaction be reviewed and approved by the Audit Committee of the Board

of Directors.

In evaluating a proposed related party transaction, the Audit Committee considers, among other factors, the related party’s

interest in the transaction and whether the terms are comparable to those that could be obtained from an unaffiliated third party.

Board of Directors currently consists of Eric Healy, John Dalfonsi, Greg Somerville, Byron Riché Jones, Deven Jain, and Lindsey

Healy and Dalfonsi, as executive officers of the Company, do not qualify as independent directors under the NASDAQ Capital Market independence

Board of Directors has determined that Greg Somerville, Byron Riché Jones, Deven Jain, and Lindsey L.

Schwartz are independent

directors in accordance with the NASDAQ Capital Market’s listing requirements.

PRINCIPAL ACCOUNTING FEES AND SERVICES

5 unchanged sentences

with tax compliance, tax advice and tax planning, and all other fees for services rendered.

Years Ended December 31,

Audit fees (1)

Audit related fees (2)

Audit fees were principally

for audit services and work performed in the review of the Company’s quarterly reports on Form 10-Q

Other fees were principally

for work performed in the review of the Company’s offerings filed under Forms S-1 and S-3, which were netted against the proceeds

of the offerings

All other fees

fees consist primarily of fees for professional services rendered in connection with the

audit of the Company’s annual consolidated financial statements included in the Company’s

Form 10-K and the review of the Company’s quarterly consolidated financial statements

included in Forms 10-Q.

(2) Audit-related

fees consist primarily of services performed in connection with registration statements on

Form S-3 and the issuance of a comfort letter related to a financing transaction.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Agreement, dated June 26, 2024, between the Company and Alexander Capital, L.P., as Representative of the Underwriters (Incorporated

by reference to Exhibit 1.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

Underwriting Agreement, dated June 26, 2024, between the Company and Alexander Capital, L.P., as Representative of the Underwriters (Incorporated by reference to Exhibit 1.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

on July 1, 2024)

At-The-Market

Issuance Sales Agreement, dated as of October 23, 2024, between BranchOut Food Inc.

At-The-Market Issuance Sales Agreement, dated as of October 23, 2024, between BranchOut Food Inc.

and Alexander Capital, L.P.

(Incorporated by

reference to Exhibit 1.1 of the Company’s Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

(Incorporated by reference to Exhibit 1.1 of the Company’s Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

on October 23, 2024)

of Incorporation of BranchOut Food Inc.

(incorporated by reference to Exhibit 3.1 of the Form S-1 filed with the Securities and Exchange

Commission by BranchOut Food Inc.

At-The-Market Issuance Sales Agreement, dated as of July 29, 2025, between BranchOut Food Inc.

and Alexander Capital, L.P.

(Incorporated by reference to Exhibit 1.1 of the Company’s Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

on July 29, 2025)

Underwriting Agreement, dated November 13, 2025, between the Company and Alexander Capital, L.P., as Representative of the Underwriters (Incorporated by reference to Exhibit 1.1 of the Company’s Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

on November 14, 2025)

Articles of Incorporation of BranchOut Food Inc.

(incorporated by reference to Exhibit 3.1 of the Form S-1 filed with the Securities and Exchange Commission by BranchOut Food Inc.

on April 24, 2023)

of Amendment to Articles of Incorporation (Incorporated by reference to Exhibit 1.2 of the Company’s form 8-K filed with the

Securities and Exchange Commission on June 22, 2023)

of Amendment to Articles of Incorporation of BranchOut Food Inc.

Certificate of Amendment to Articles of Incorporation (Incorporated by reference to Exhibit 1.2 of the Company’s form 8-K filed with the Securities and Exchange Commission on June 22, 2023)

Certificate of Amendment to Articles of Incorporation of BranchOut Food Inc.

filed January 4, 2024 (incorporated by reference to Exhibit 3.

the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

on January 8, 2024)

of BranchOut Food Inc.

(incorporated by reference to Exhibit 3.2 of the Form S-1 filed with the Securities and Exchange Commission

by BranchOut Food Inc.

Bylaws of BranchOut Food Inc.

(incorporated by reference to Exhibit 3.2 of the Form S-1 filed with the Securities and Exchange Commission by BranchOut Food Inc.

on April 24, 2023)

of Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Form S-1/A filed with the Securities and Exchange Commission

by BranchOut Food Inc.

Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Form S-1/A filed with the Securities and Exchange Commission by BranchOut Food Inc.

on June 13, 2023)

of Representative’s Warrant (incorporated by reference to Exhibit 4.3 of the Form S-1/A filed with the Securities and Exchange

Commission by BranchOut Food Inc.

Form of Representative’s Warrant (incorporated by reference to Exhibit 4.3 of the Form S-1/A filed with the Securities and Exchange Commission by BranchOut Food Inc.

on May 12, 2023)

of Common Stock Warrant (issued to Selling Stockholders) (incorporated by reference to Exhibit 4.3 of the Form S-1 filed with the

Securities and Exchange Commission by BranchOut Food Inc.

Form of Common Stock Warrant (issued to Selling Stockholders) (incorporated by reference to Exhibit 4.3 of the Form S-1 filed with the Securities and Exchange Commission by BranchOut Food Inc.

on June 9, 2023)

of Warrant issued under Subscription Agreement dated as of January 9, 2024, as amended on April 15, 2024 (Incorporated by reference

to Exhibit 4.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

Form of Warrant issued under Subscription Agreement dated as of January 9, 2024, as amended on April 15, 2024 (Incorporated by reference to Exhibit 4.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

on January 16, 2024)

Representative’s

Warrant (Incorporated by reference to Exhibit 4.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut

Representative’s Warrant (Incorporated by reference to Exhibit 4.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

on July 1, 2024)

of 12% Senior Secured Convertible Promissory Note of the Company in the principal amount of up to $3,400,000 issuable under Securities

Purchase Agreement dated July 15, 2024 (Incorporated by reference to Exhibit 4.1 of the Form 8-K filed with the Securities and Exchange

Commission by BranchOut Food Inc.

Form of 12% Senior Secured Convertible Promissory Note of the Company in the principal amount of up to $3,400,000 issuable under Securities Purchase Agreement dated July 15, 2024 (Incorporated by reference to Exhibit 4.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

on July 19, 2024)

of $1.00 Warrant issuable under Securities Purchase Agreement dated July 15, 2024 (Incorporated by reference to Exhibit 4.2 of the

Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

Form of $1.00 Warrant issuable under Securities Purchase Agreement dated July 15, 2024 (Incorporated by reference to Exhibit 4.2 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

on July 19, 2024)

of $1.50 Warrant issuable under Securities Purchase Agreement dated July 15, 2024 (Incorporated by reference to Exhibit 4.3 of the

Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

Form of $1.50 Warrant issuable under Securities Purchase Agreement dated July 15, 2024 (Incorporated by reference to Exhibit 4.3 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

on July 19, 2024)

of Warrant issuable under Subscription Agreement dated July 15, 2024 (Incorporated by reference to Exhibit 4.4 of the Form 8-K filed

with the Securities and Exchange Commission by BranchOut Food Inc.

Form of Warrant issuable under Subscription Agreement dated July 15, 2024 (Incorporated by reference to Exhibit 4.4 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

on July 19, 2024)

of Securities Registered Under Section 12 of the Exchange Act (Incorporated by reference to Exhibit 4.5 of the Form 10-K filed with

the Securities and Exchange Commission by BranchOut Food Inc.

Description of Securities Registered Under Section 12 of the Exchange Act (Incorporated by reference to Exhibit 4.5 of the Form 10-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

on April 1, 2024)

of Indemnification Agreement+ (incorporated by reference to Exhibit 10.1 of the Form S-1/A filed with the Securities and Exchange

Commission by BranchOut Food Inc.

Form of Indemnification Agreement+ (incorporated by reference to Exhibit 10.1 of the Form S-1/A filed with the Securities and Exchange Commission by BranchOut Food Inc.

on June 9, 2023)

Equity Incentive Plan of BranchOut Food Inc.+ (incorporated by reference to Exhibit 10.2 of the Form S-1 filed with the Securities

and Exchange Commission by BranchOut Food Inc.

2022 Equity Incentive Plan of BranchOut Food Inc.+ (incorporated by reference to Exhibit 10.2 of the Form S-1 filed with the Securities and Exchange Commission by BranchOut Food Inc.

on April 24, 2023)

Agreement dated as of January 10, 2024 between BranchOut Food Inc.

and the investors named therein (incorporated by reference to

Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

Subscription Agreement dated as of January 10, 2024 between BranchOut Food Inc.

and the investors named therein (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

on January 16, 2024)

of Senior Secured Note issued under Subscription Agreement dated as of January 10, 2024 between BranchOut Food Inc.

and the investors

named therein (incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut

Form of Senior Secured Note issued under Subscription Agreement dated as of January 10, 2024 between BranchOut Food Inc.

and the investors named therein (incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

on January 16, 2024)

Agreement dated as of January 10, 2024 between BranchOut Food Inc.

and the investors named therein (incorporated by reference to

Exhibit 10.3 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

Security Agreement dated as of January 10, 2024 between BranchOut Food Inc.

and the investors named therein (incorporated by reference to Exhibit 10.3 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

on January 16, 2024)

Employment Agreement between Eric Healy and BranchOut Food Inc.

dated December 6, 2022+ (incorporated by reference to Exhibit 10.7

of the Form S-1 filed with the Securities and Exchange Commission by BranchOut Food Inc.

Executive Employment Agreement between Eric Healy and BranchOut Food Inc.

dated December 6, 2022+ (incorporated by reference to Exhibit 10.7 of the Form S-1 filed with the Securities and Exchange Commission by BranchOut Food Inc.

on April 24, 2023)

Manufacturing Agreement between BranchOut Food Inc.

Contract Manufacturing Agreement between BranchOut Food Inc.

and NXTDried Superfoods SAC dated January 14, 2022.

£ (incorporated by

reference to Exhibit 10.9 of the Form S-1 filed with the Securities and Exchange Commission by BranchOut Food Inc.

£ (incorporated by reference to Exhibit 10.9 of the Form S-1 filed with the Securities and Exchange Commission by BranchOut Food Inc.

on April 24, 2023)

Manufacturing

and Distributorship Agreement (“MDA”) between BranchOut Food Inc.

and Natural Nutrition SpA, a Chilean company (“Nanuva”)

dated February 4, 2021.

£ (incorporated by reference to Exhibit 10.10 of the Form S-1 filed with the Securities and Exchange

Commission by BranchOut Food Inc.

Manufacturing and Distributorship Agreement (“MDA”) between BranchOut Food Inc.

and Natural Nutrition SpA, a Chilean company (“Nanuva”) dated February 4, 2021.

£ (incorporated by reference to Exhibit 10.10 of the Form S-1 filed with the Securities and Exchange Commission by BranchOut Food Inc.

on April 24, 2023)

Agreement between BranchOut Food, Inc.

and EnWave Corporation dated May 7, 2021, together with amendments thereto dated October 26,

2022 and February 21, 2023.

£ (incorporated by reference to Exhibit 10.11 of the Form S-1 filed with the Securities and Exchange

Commission by BranchOut Food Inc.

License Agreement between BranchOut Food, Inc.

and EnWave Corporation dated May 7, 2021, together with amendments thereto dated October 26, 2022 and February 21, 2023.

£ (incorporated by reference to Exhibit 10.11 of the Form S-1 filed with the Securities and Exchange Commission by BranchOut Food Inc.

on April 24, 2023)

Amendment to Subscription Agreement dated as of April 16, 2024, between BranchOut Food Inc.

and the investors named therein (Incorporated

by reference to Exhibit 10.4 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

Agreement, dated as of May 10, 2024, between BranchOut Food Inc.

and landlord of the Peru Facility (Incorporated by reference to

Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

First Amendment to Subscription Agreement dated as of April 16, 2024, between BranchOut Food Inc.

and the investors named therein (Incorporated by reference to Exhibit 10.4 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

on April 16, 2024)

Lease Agreement, dated as of May 10, 2024, between BranchOut Food Inc.

and landlord of the Peru Facility (Incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

on May 16, 2024)

of Credit and Substitution of Mortgagee, dated as of May 10, 2024, among BranchOut Food Inc., assignor, and landlord of the Peru

Facility (Incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut

Assignment of Credit and Substitution of Mortgagee, dated as of May 10, 2024, among BranchOut Food Inc., assignor, and landlord of the Peru Facility (Incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

on May 16, 2024)

Agreement between BranchOut Food, Inc.

and EnWave Corporation dated May 7, 2021, together with amendments thereto dated October 26,

2022 and February 21, 2023.

(Incorporated by reference to Exhibit 10.11 of the Form S-1 filed with the Securities and Exchange Commission

by BranchOut Food Inc.

License Agreement between BranchOut Food, Inc.

and EnWave Corporation dated May 7, 2021, together with amendments thereto dated October 26, 2022 and February 21, 2023.

(Incorporated by reference to Exhibit 10.11 of the Form S-1 filed with the Securities and Exchange Commission by BranchOut Food Inc.

on April 24, 2023).

Amendment to License Agreement, dated as of May 23, 2024, between BranchOut Food Inc.

and EnWave Corporation (Incorporated by reference

to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

Third Amendment to License Agreement, dated as of May 23, 2024, between BranchOut Food Inc.

and EnWave Corporation (Incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

on May 28, 2024)

Purchase Agreement, dated July 15, 2024, between the Company and Daniel L.

Kaufman (Incorporated by reference to Exhibit 10.1 of

the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

Securities Purchase Agreement, dated July 15, 2024, between the Company and Daniel L.

Kaufman (Incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

on July 19, 2024)

to Securities Purchase Agreement, dated July 19, 2024, by and among the Company, Daniel L.

Kaufman and Kaufman Kapital LLC (Incorporated

by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

Subscription Agreement of the Company, dated July 15, 2024 (Incorporated by reference to Exhibit 10.3 of the Form 8-K filed with

the Securities and Exchange Commission by BranchOut Food Inc.

Amendment to Securities Purchase Agreement, dated July 19, 2024, by and among the Company, Daniel L.

Kaufman and Kaufman Kapital LLC (Incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

on July 19, 2024)

Agreement between the Company and Kaufman Kapital LLC, dated July 23, 2024 (Incorporated by reference to Exhibit 10.3 of the Form

8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

Unit Subscription Agreement of the Company, dated July 15, 2024 (Incorporated by reference to Exhibit 10.3 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

on July 19, 2024)

Amendment to Note Documents, dated July 23, 2024, between the Company and holders of the Company’s Senior Notes (Incorporated

by reference to Exhibit 10.4 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

Secured Promissory Note of the Company in the principal amount of $1,200,000, dated August 29, 2024, issued to Kaufman Kapital LLC

(Incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

Security Agreement between the Company and Kaufman Kapital LLC, dated July 23, 2024 (Incorporated by reference to Exhibit 10.3 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

on July 29, 2024)

Omnibus Amendment to Note Documents, dated July 23, 2024, between the Company and holders of the Company’s Senior Notes (Incorporated by reference to Exhibit 10.4 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

on July 29, 2024)

Senior Secured Promissory Note of the Company in the principal amount of $1,200,000, dated August 29, 2024, issued to Kaufman Kapital LLC (Incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

on August 30, 2024)

Deed of First Addendum to the Credit Assignment Agreement and Substitution of Mortgage Creditor, dated December 13, 2024, between

BranchOut Food Inc.

Public Deed of First Addendum to the Credit Assignment Agreement and Substitution of Mortgage Creditor, dated December 13, 2024, between BranchOut Food Inc.

and Campos Del Sur S.A.

of Subsidiaries of BranchOut Food Inc.

Certification

of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)

Certification

of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)

Certification

of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C.

Section 1350, as

adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification

of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C.

Section 1350, as

adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Policy of BranchOut Food Inc.

(Incorporated by reference to Exhibit 10.21 of the Form 10-K filed with the Securities and Exchange Commission by BranchOut Food on April 15, 2025)

Warrant Exercise and Amendment to Notes And Warrant Agreement, dated as of May 30, 2025, between BranchOut Food Inc.

and Kaufman Kapital LLC (Incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food on June 1, 2025).

Fifth Amendment to License Agreement, dated as of September 15, 2025, between BranchOut Food Inc.

and EnWave Corporation † (Incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food on September 19, 2025)

Equipment Purchase Agreement, dated as of September 15, 2025, between BranchOut Food Inc.

and EnWave Corporation (Incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food on September 19, 2025)

Promissory Note, dated as of September 15, 2025, issued by BranchOut Food Inc.

in favor of EnWave Corporation (Incorporated by reference to Exhibit 10.3 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food on September 19, 2025)

List of Subsidiaries of BranchOut Food Inc.

(Incorporated by reference to Exhibit 21.1 of the Form 10-K filed with the Securities and Exchange Commission by BranchOut Food on April 15, 2025)

Consent of M&K CPAS, PLLC

Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)

Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)

Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Clawback Policy of BranchOut Food Inc.

(Incorporated by reference to Exhibit 97.1 of the Form 10-K filed with the Securities and Exchange Commission by BranchOut Food on April 15, 2025)

XBRL Instance Document

5 unchanged sentences

Page Interactive Data File (embedded within the Inline XBRL document)

a management contract or compensatory plan or arrangement.

of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K

* Filed herewith.

Indicates a management contract or compensatory plan or arrangement.

Portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K 50

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed

2 unchanged sentences

Executive Officer)

John Dalfonsi

March 31, 2026

Financial Officer

Financial Officer)

March 31, 2026

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

Registrant, and in the capacities and on the dates indicated:

and in the capacities and on the dates indicated:

Executive Officer and Chairman

4 unchanged sentences

Greg Somerville

March 31, 2026

Byron Riché Jones

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.

What changed 10-K

Item 9A. Controls and Procedures