What changed in this filing

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Item 1. Business

2025-04-15 compared with 2024-04-01 · 159 added, 155 removed, 101 unchanged (76% of the section changed)

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corporation named BranchOut Food Inc.

are engaged in the development, marketing, sale, and distribution of plant-based, dehydrated fruit

and vegetable snacks and powders.

Our products are currently manufactured for us by contract manufacturers based in South America and

North America that produce dehydrated fruit and vegetable products for us using a new proprietary dehydration technology that we license

from a third party.

Our Company’s customers are primarily located throughout the United States.

our licensed technology platform, we believe our line of branded food products speak to current consumer trends.

In our experience, conventional

dehydration methods, such as freeze-drying and air drying, tend to degrade most fruit and vegetables through oxidation, browning/color

degradation, nutritional content reduction and/or flavor loss.

As a result, certain highly sensitive fruit, such as avocados and bananas,

have not previously been successfully offered as a dehydrated base for consumer products.

We believe that BranchOut’s licensed

technology platform and process is the only way to produce quality avocado and banana-based snack and powdered products.

Additionally,

we believe our licensed technology platform produces superior products when using other fruits and vegetables as the base when compared

to conventional drying and dehydration technologies.

We license technology, consisting of a portfolio of patents, and purchased production

machines, from Enwave, and we have been granted the exclusive rights to use the licensed technology platform as applied to avocados.

In addition, BranchOut has its own patent pending process, and has the nonexclusive rights to use the licensed technology platform for

other products.

are engaged in the development, marketing, sale, and distribution of plant-based, dehydrated fruit and vegetable snacks and powders.

Our products have historically been manufactured for us by two contract manufacturers, one based in the Republic of Chile, and the other

in the Republic of Peru, which housed our large-scale continuous through-put dehydration machine that completed its first production

run in the first quarter of 2023.

Our dehydrated fruit and vegetable products are produced using a new proprietary dehydration technology

licensed by us from a third party.

Our customers are primarily located throughout the United States.

In 2024, we decided to initiate

our own production facility in Peru to become vertically integrated.

We recently completed the build out of the new facility (the “Peru

Facility”), which commenced operations in December 2024, and utilizes three large-scale REV machines (a REV 60, REV 100 and REV

120) that we recently purchased from EnWave Corporation (“EnWave”), as well as, a small REV 10 R&D machine that is being

used for product development and customer sample purposes.

our licensed technology platform, we believe our lines of branded, private-label and industrial ingredient products positively address

current consumer trends.

In our experience, conventional dehydration methods, such as freeze-drying and air drying, tend to degrade most

fruit and vegetables through oxidation, browning/color degradation, nutritional content reduction and/or flavor loss.

As a result, certain

highly sensitive fruits, such as avocados and bananas, have not previously been successfully offered as a dehydrated base for consumer

We believe that our licensed technology platform and process is the only way to produce quality avocado and banana-based snack

and powdered products.

Additionally, we believe our licensed technology platform produces superior products when using other fruits and

vegetables when compared to conventional drying and dehydration technologies.

We license technology, consisting of a portfolio of patents,

and purchased production machines, from EnWave, and we have been granted the exclusive rights to use the licensed technology platform

as applied to several core products in Peru, and avocado based products in the United States.

In addition, BranchOut has the nonexclusive

rights to use the licensed technology platform for other products.

entered into a private labeling contract with one of the world’s largest retailers in late 2022 to supply the retailer with two

products for placement in half of their domestic stores.

In April 2023, the same retailer agreed to carry four additional products of

ours in certain of their stores.

In late 2023, the same retailer agreed to carry two additional products of ours

in certain of their stores.

In April 2024, we received a commitment from this retailer to carry another product of ours in their stores.

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

October 23, 2024, we entered into an At-The-Market Issuance Sales Agreement (the “ATM Agreement”) with Alexander Capital,

(“Alexander Capital”) for the sale of shares of common stock from time to time through Alexander Capital having an aggregate

offering price of up to $3 million.

As of December 31, 2024, we had sold 1,317,307 shares of common stock under the ATM Agreement

resulting in gross proceeds of approximately $2.5 million and aggregate net proceeds of approximately $2.3 million, after deducting expenses,

including a 3% commission paid to Alexander Capital.

Subsequent to December 31, 2024, the ATM Agreement was amended to increase the

aggregate offering price of shares of common stock that may be sold under the ATM Agreement to $5 million.

Following December 31,

2024, we sold 1,303,115 additional shares of common stock under the ATM for gross proceeds of approximately $2.5 million and aggregate

net proceeds of approximately $2.4 million.

As of the date of the filing of this Annual Report on Form 10-K, as a result of such

sales of common stock under the ATM Agreement, the Company believes it has stockholders’ equity in excess of $2.5 million,

in compliance with Nasdaq Listing Rule 5550(b)(1).

June 2023, we completed our initial public offering (“IPO”) in which we issued 1,190,000 shares of common stock at a price

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of principal and $502,513 of interest, was converted into 1,572,171 shares of common stock.

time, we plan to grow revenues strategically by penetrating the multi-billion dollar grocery market opportunity presented by our current

product lines, as well as expanding our platform to include additional products that meet our strict plant-based ingredient criteria.

Our current primary products are:

dehydrated fruit and vegetable-based snacks, including Avocado Chips, Chewy Banana Bites, Pineapple Chips, Brussels Sprout

Crisps and Bell Pepper Crisps.

Avocado Powder, Banana Powder and Blueberry Powder.

Industrial Ingredients:

Bulk Avocado Powder, dried avocado pieces and other fruit powders/pieces.

are currently developing additional products, including chocolate covered fruit items and private label products for large retailers.

Avocado Chips are real avocado slices, dehydrated using our licensed technology and process to create crispy, crunchy avocado slices

while maintaining their vibrant green color, rich creamy avocado flavor, and superfood nutritional content.

We offer these in three flavors,

“Sea Salt with a Hint of Lime”, “Chili Lime” and “Sriracha” seasoned topically on the avocado slices.

addition to the avocado snack line, we offer a “Chewy Banana Bite”.

Each “Banana Bite” is an actual banana slice,

providing a unique marshmallow-like, chewy texture.

Previous market offerings in the banana snack space include fried plantain chips

and dark brown air-dried banana snacks.

We believe that our “Chewy Banana Bite” product is superior due to its fresh-looking,

natural yellow color, single ingredient base and fresh banana flavor.

We offer the banana bites in three flavors, “Original”,

“Chocolate Dipped” and “Cinnamon Churro”.

According to widely accepted market data, fresh bananas have historically

shown to be the most consumed fruit in America and the highest selling item in grocery stores;

however, we do not believe that any banana

snack has been offered prior to our “Chewy Banana Bite” product that is of similar quality.

plan to continue to grow revenues strategically by penetrating the multi-billion dollar grocery, industrial ingredient and online market.

Our current product line includes:

BranchOut Snacks:

dehydrated fruit and vegetable-based

snacks, including Avocado Chips, Chewy Banana Bites, Pineapple Chips, Brussels Sprout Crisps, Strawberry Crisps and Bell Pepper Crisps.

Private Label:

Prunes, Carrots, Brussel

Sprouts and Raisins sold to major retailers.

BranchOut Industrial Ingredients:

Mango, Blueberry, Pineapple, Cherry Tomato, Avocado and many others.

are currently developing many additional products for all sales channels.

currently produce all of our BranchOut snack products at our plant in Peru using our licensed technology.

Our snacks are mostly single

ingredient products.

Our Avocado Chips are real avocado slices, dehydrated using our licensed technology and process to create crispy,

crunchy avocado slices while maintaining their vibrant green color, rich creamy avocado flavor, and superfood nutritional content.

offer these in three flavors, “Sea Salt with a Hint of Lime”, “Chili Lime” and “Sriracha” seasoned

topically on the avocado slices.

also offer a “Chewy Banana Bite”.

Each “Banana Bite” is an actual banana slice, providing a unique marshmallow-like,

chewy texture.

Previous market offerings in the banana snack space include fried plantain chips and dark brown air-dried banana snacks.

We believe that our “Chewy Banana Bite” product is superior due to its fresh-looking, natural yellow color, single ingredient

base and fresh banana flavor.

We offer the banana bites in two flavors, “Original”, and “Cinnamon Churro”.

to widely accepted market data, fresh bananas have historically shown to be the most consumed fruit in America and the highest selling

item in grocery stores;

however, we do not believe that any banana snack has been offered prior to our “Chewy Banana Bite”

product that is of similar quality.

“Pineapple Chip” product is made up of 100% dried pineapple slices.

Utilizing the same technology as the Avocado Chips and

Chewy Banana Bite products, the Pineapple Chips are made from real pineapple slices and offer a fresh pineapple flavor.

addition, in 2023, we added two vegetable-based snacks, Brussels Sprout Crisps and Bell Pepper Crisps to our BranchOut branded product

addition to snack products, we have developed mixable powder products that can be utilized in many different functions.

The current powder

offerings include, Avocado Powder, Banana Powder and Blueberry Powder, and each are 100% plant-based.

We believe that our Avocado Powder

is the first and only quality avocado powder on the market.

Fresh avocados are one of the shortest shelf-life items consumers can buy

and tend to be expensive.

Rather than waiting for fresh avocados to ripen and worrying about spoilage, consumers can simply use our avocado

All of our powders have a 12-month shelf life and maintain the natural color, flavor, and nutritional content.

Currently, consumers

are mainly using our powders as additions to homemade smoothies because of their convenience, high flavor and nutritional values.

consumers are using our powders for a wide variety of applications, including as ingredients in baked goods, recipes, cocktails, skin

care applications and others.

The Pineapple Chips are made from real pineapple slices

and offer a fresh pineapple flavor.

we recently added two vegetable-based snacks, Brussels Sprout Crisps and Bell Pepper Crisps to our BranchOut branded product line.

Private Label

also manufacture and supply products to major retailers in North America on a private label basis.

The business line allows us to manufacture

and supply fruits and vegetables from South America to the distribution centers of major US retailers.

Industrial Ingredients

BranchOut is primarily focused on our snack items, many industrial ingredients opportunities have presented themselves as we have begun

marketing the brand.

These opportunities include offering bulk avocado powder to ingredient suppliers, inclusion in other food products,

pet foods, skin care applications, and many others.

To date, we have sold our bulk Avocado Powder to several food product manufacturers.

While we are currently limiting our supply of these products to preserve our limited production capacity for our branded items, we believe

that significant opportunities will be available as we grow our business.

BranchOut remains focused on the growth of its branded snack business, demand for industrial ingredients has continued to increase as

we expand our market presence.

To accelerate the scaling of this growing business line, we have entered into an Agreement with MicroDried,

a market leader in premium dried ingredients.

This partnership leverages MicroDried’s strong industry relationships and sales infrastructure

alongside BranchOut’s proprietary GentleDry™ technology.

Under the agreement, the companies will collaborate on the production

and commercialization of fruit and vegetable pieces, powders and fragments, manufactured at our Peru Facility.

The collaboration is expected

to generate several million dollars in annual ingredient sales for BranchOut, with upside potential as the partnership expands.

in Development

are currently working on several new items at the request of a major national retailer for their private label brand.

In addition, we

have been in discussions with the U.S.

Army about the possibility of including certain of our products in their Meals Ready-to-Eat for

their personnel.

Army has asked us to develop snack concepts for sensory and shelf-life testing, which is currently in progress.

Separately, we have been developing a line of salad toppers with one of the largest salad dressing producers in the U.S.

operate in what the U.S.

Census Bureau estimated to be a $858 billion grocery market in 2023, which is the second largest retail market

after the automobile industry.

BranchOut is specifically focused on the fastest growing sub-segment of the grocery market:

Natural, Organic

and Functional Food and Beverages.

According to the Nutrition Business Journal , in 2022, Natural, Organic and Functional Food

and Beverages sales in the U.S.

were approximately $199 billion and grew 6.6% from the prior.

believe that consumer preferences within the evolving food and beverage industry are shifting away from processed and sugar-laden food

and beverage products, as well as those containing significant amounts of highly processed and artificial ingredients.

We believe that

there is also increasing recognition of the environmental impact of animal-based products.

This has led to significant growth in plant-based

foods and beverages.

According to the Plant-Based Foods Association, total U.S.

Category, defined as products made primarily from plant sources, excluding animal-derived ingredients, in 2023 is estimated at $8

billion and is expected to grow at a CAGR of 12.2% from 2023 to 2033.

Among plant-based

food categories, plant-based snacks are a rapidly emerging category but, in our opinion, lack product offerings similar to the BranchOut

A report published by Persistence Market Research opines that the global plant-based snacks market is poised to witness

lucrative growth by clocking a notable Compound Annual Growth Rate (“CAGR”) of 8.7% by the end of 2028.

North America contributes

massively to the growing size of the plant-based snacks market, on account of the rapid adoption of the flexitarian, vegetarian, and

The North American plant-based snacks market is projected to produce a healthy CAGR of over 7% and exceed a market value

of over US$23.2 billion through 2028.

long-term goal is to build a scale-level and widely recognized brand and private label solutions that focuses on natural ingredients,

nutritional density and functionality in the plant-based snack and nutritional powder space.

We believe an authentic and trusted brand

is the strongest barrier to entry and a sustainable source of differentiation in the consumer-packaged goods (“CPG”) industry.

We also believe a strong brand is a valuable platform that can be leveraged to expand beyond our current markets to achieve relevance

across multiple grocery aisles, online and a wide array of other points of distribution.

While the barriers to entry for launching a

food product in the CPG industry have fallen in recent years as a result of unlimited shelf space on the internet and targeted online

marketing, we believe that the barriers to building an internationally recognized and trusted brand relevant to today’s consumer

are currently working on several new items at the request of major national retailers, consumer product brands and ingredient manufacturers

for their private label brand, as well as our own brand.

In addition, we have been in discussions with the U.S.

Army about the possibility

of including certain of our products in their Meals Ready-to-Eat for their personnel.

Army has asked us to develop snack concepts

for sensory and shelf-life testing, which is currently in progress.

Separately, we have been developing a line of salad toppers with

one of the largest salad dressing producers in the U.S.

operate within the U.S.

grocery market, which reached approximately $1.5 trillion in 2024, making it the largest retail sector in the

country by sales volume.

Within this market, BranchOut is focused on the growing demand for clean-label, minimally processed snack products

that meet modern consumer expectations for quality, convenience, and transparency.

shift in consumer behavior over the past several years has moved firmly away from highly processed, artificial, and sugar-laden packaged

Shoppers are increasingly seeking snacks with short ingredient lists, simple processing, and real food appeal, especially in categories

like chips, fruit snacks, and shelf-stable produce alternatives.

This trend is reflected in the rapid expansion of premium snack sets

in national retailers, club stores, and e-commerce platforms.

shelf-stable snack technologies, freeze-drying has gained popularity for its ability to extend shelf life while maintaining nutritional

However, freeze-dried products often suffer from poor texture, muted flavor, and high production costs—limitations that

have hindered broader consumer adoption.

believe that many traditional snack brands, and freeze-dried products in particular, are failing to meet evolving consumer demands.

is uniquely positioned to fill this gap with our proprietary GentleDry™ technology, which delivers superior taste, texture, and

color, while preserving up to 95% of the nutrition found in fresh produce.

Growth Strategy

are increasingly incorporating natural alternatives into their diets but there are limited options.

BranchOut is seeking to build a high

level of brand recognition, as well as develop a trust and understanding with consumers that, regardless of category, any product labeled

BranchOut will taste great and maintain a high-quality ingredient set.

In addition, we aim to leverage our capabilities by offering major

retailers private label products.

These two approaches make up the heart of our platform strategy.

Our primary growth strategies are

long-term goal is to build a scalable and widely recognized brand that delivers exceptional products across multiple grocery aisles,

supported by complementary private label and bulk ingredient businesses.

In a category crowded with short-lived brands and lookalike

products, we believe that a reputation for quality and trust remains one of the most effective barriers to entry and a critical driver

of long-term value in the competitive consumer-packaged goods space.

addition, we aim to leverage our capabilities by offering major retailers private label products.

These two approaches make up the heart

of our platform strategy.

Our primary growth strategies are as follows:

and Long Duration Growth Opportunity in the Enormous Grocery Market

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to natural, nutrient-dense, functional and plant-based alternatives.

We expect the shift in consumer tastes driving the growth of natural

and plant-based alternatives will continue throughout the foreseeable future as consumers become better educated on nutrition and focus

on the health and wellness.

There is also clear evidence that an increasing number of natural and plant-based products in stores are

moving beyond the natural and specialty segments and into conventional grocery stores.

The continuation of these trends should benefit

BranchOut as we seek to penetrate the very large overall grocery market.

We expect that the shift in consumer tastes driving the growth of

natural and plant-based alternatives will continue for the foreseeable future as consumers become better educated on nutrition and focus

on health and wellness.

There is also clear evidence that an increasing number of natural and plant-based products in stores are moving

beyond the natural and specialty segments and into conventional grocery stores.

The continuation of these trends should benefit BranchOut

as we seek to penetrate the very large overall grocery market.

Expansion of Distribution Footprint

our products are marketed and sold through a diverse set of physical retail channels, including grocery chains, club stores, specialty

and natural food outlets, and on our website at www.branchoutfood.com and Amazon.com.

Maximizing potential distribution

would be a key growth driver for BranchOut and our goal is to expand distribution so that our products are available wherever our customers

choose to shop, whether it be a retail store, food service environment or directly online.

While expanding distribution, we plan to simultaneously

increase our brand awareness through an extensive program of online and offline marketing initiatives to accelerate the sell-through

velocity of our products once they reach the shelves of our wholesale partners.

and natural food outlets, and on our website at www.branchoutfood.com.

Maximizing potential distribution would be a key growth

driver for BranchOut and our goal is to expand distribution so that our products are available wherever our customers choose to shop,

whether it be a retail store, food service environment or directly online.

While expanding distribution, we plan to simultaneously increase

our brand awareness through an extensive program of online and offline marketing initiatives to accelerate the sell-through velocity

of our products once they reach the shelves of our wholesale partners.

Market Penetration of Existing Product Lines

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the near-term, BranchOut plans to focus on growing its share within these categories.

We plan to drive growth of both our snacks and

nutritional powders through distribution expansion and increased marketing and advertising to drive brand recognition and shelf velocity.

We plan to also attempt to leverage our new and existing wholesale relationships to gain additional shelf space for our full suite of

existing products.

We plan to drive growth and brand recognition of

both our snacks and nutritional powders through distribution expansion and increased marketing and advertising.

We plan to also attempt

to leverage our new and existing wholesale relationships to gain additional shelf space for our full suite of existing products.

Increases in Gross Margins, Fixed-Cost Leverage and a Capital Efficient Sales and Marketing Strategy Should Allow Earnings to Grow Faster

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and achieving profitability.

We believe that the move from small batch system dehydration machines to the larger continuous throughput

machines, will significantly improve our operating margins.

Our new large-scale continuous throughput dehydration machine was commissioned

in September 2022 and we completed the first production run in the first quarter of 2023.

We also expect operating margins to be improved

by our shifting finished packaging from South America to Texas (which allows us to ship from our contract manufacturers in South America

in bulk, reducing costs).

We commenced this transition in early 2023.

Our new large-scale continuous throughput dehydration machine was commissioned in September 2022 and

we completed the first production run in the first quarter of 2023.

2024, we completed the build out of our 50,000 square-foot facility in Peru, which commenced operations in December 2024, and utilizes

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

for product development and customer sample purposes.

We expect operating margins to be further improved in 2025, as we become more vertically

integrated with the transition of more of our production from third party contract manufacturers to internal production.

Product Development

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school lunches.

We are also developing Broccoli Bites, Asparagus Sticks, Mango Chips, Mandarin Crisps and others.

In addition, we are

developing several new items at the request of a national retailer which are planned to be sold under their brand.

We are also developing Broccoli Bites, Mango Chips, Mandarin Crisps and others.

In addition, we are developing several

new items at the request of a national retailer which are planned to be sold under their brand.

new products have been, and we expect that our future products will be, developed primarily through internal research and development.

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Our telephone number is (844) 263-6637.

believe our facilities are adequate to meet our current and near-term needs.

of March 29, 2024, we had five full-time employees and one part-time employee.

Our employees are not represented by labor unions.

consider our relationship with our employees to be positive.

We believe our facilities are adequate to meet our current and near-term needs.

of March 31, 2025, we had approximately 185 full-time employees, including 180 employees in Peru.

Our employees are not represented 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.

What changed 10-K

Item 1. Business