What changed in this filing

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Item 9A. Controls and Procedures

2025-04-15 compared with 2024-04-01 · 401 added, 338 removed, 298 unchanged (71% of the section changed)

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to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

of December 31, 2023, we carried out an evaluation, under the supervision and with the participation of our management, including

our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined)

in Exchange Act Rules 13a –15(e).

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer

concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were ineffective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is

recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management,

including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Our Chief Executive Officer and Chief Financial Officer

do not expect that our disclosure controls or internal controls will prevent all error and all fraud.

Although our disclosure controls

and procedures were designed to provide reasonable assurance of achieving their objectives and our Chief Executive Officer and Chief Financial

Officer have determined that our disclosure controls and procedures are effective at doing so, a control system, no matter how well conceived

and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met.

Further, the design of a

control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that

all control issues and instances of fraud, if any, within the Company have been detected.

These inherent limitations include the realities

that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

Additionally, controls

can be circumvented if there exists in an individual a desire to do so.

There can be no assurance that any design will succeed in achieving

its stated goals under all potential future conditions.

of December 31, 2024, we carried out an evaluation, under the supervision and with the participation of our management, including our

Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined) in Exchange

Act Rules 13a –15(e).

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of

the end of the period covered in this report, our disclosure controls and procedures were ineffective to ensure that information required

to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the

required time periods and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial

Officer, as appropriate to allow timely decisions regarding required disclosure.

Chief Executive Officer and Chief Financial Officer do not expect that our disclosure controls or internal controls will prevent all

error and all fraud.

Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their

objectives and our Chief Executive Officer and Chief Financial Officer have determined that our disclosure controls and procedures are

effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance

that the objectives of the system are met.

Further, the design of a control system must reflect the fact that there are resource constraints,

and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems,

no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have

been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns

can occur because of simple error or mistake.

Additionally, controls can be circumvented if there exists in an individual a desire to

There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Annual Report on Internal Control Over Financial Reporting

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reasonable assurance with respect to financial statement preparation and presentation.

We carried out an evaluation, under the supervision

and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our internal controls over

financial reporting as of December 31, 2023.

In making this assessment, our management used the criteria set forth by the Committee of

Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control — Integrated Framework (2013).” Based

on this assessment, management identified the following three material weaknesses that have caused management to conclude that, as of

December 31, 2023, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at the

reasonable assurance level.

carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer,

of the effectiveness of our internal controls over financial reporting as of December 31, 2024.

In making this assessment, our management

used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control

— Integrated Framework (2013).” Based on this assessment, management identified the following material weaknesses that have

caused management to conclude that, as of December 31, 2024, our disclosure controls and procedures, and our internal control over financial

reporting, were not effective at the reasonable assurance level.

We noted the following deficiencies that we believe to be material weaknesses:

(1) the Company has no formal

control process related to the identification and approval of related party transactions;

(2) the Company lacks a formal and complete

set of policies and procedures that cover the Company’s internal controls over financial reporting;

(3) the Company did not maintain

effective internal controls to assure proper segregation of duties;

(4) the Company has a lack of resources to evaluate and review appropriate

accounting treatment for certain complex areas, such as the treatment of deferred tax assets, unique transactions, and share based compensation.

(1) the Company has no formal control process related to the identification and approval of related party transactions;

(2) the Company

lacks a formal and complete set of policies and procedures that cover the Company’s internal controls over financial reporting;

(3) the Company did not maintain effective internal controls to assure proper segregation of duties;

and (4) the Company has a lack of

resources to evaluate and review appropriate accounting treatment for certain complex areas, such as the treatment of deferred tax assets,

unique transactions, and share based compensation.

in Internal Control over Financial Reporting

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State University.

Dalfonsi—Chief Financial Officer.

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

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

bringing a wealth of experience to the Company .

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 .

During this period, Mr.

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.

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.

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Management from the WP Carey School of Business with an emphasis in Small Business Entrepreneurship from Arizona State University in

Jain—Independent Director.

Deven Jain was appointed to our Board of Directors on July 24, 2024 upon the closing of the

investment by Kaufman Kapital, LLC in our securities, although there is no agreement or arrangement between the Company and Kaufman pursuant

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.

Schwartz—Independent Director.

Schwartz was appointed to our board of directors on February 13, 2025.

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

of the largest grocery and warehouse club chains.

Schwartz also serves on the board of directors for Evergreens Salads and multiple

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.

Relationships

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The Compensation Committee consists of Mr.

Somerville and

Israel and Mr.

Israel serves as chair of the Compensation Committee.

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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.

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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 one late filing of a Form 4 by each of Eric Healy and Greg Somerville, two late filings of a

Form 4 by John Dalfonsi, a late filing of a Form 3 and a Form 4 by Christopher Coulter, and the failure to file a Form 3 by The Donald

Foss Irrevocable Living Trust dated August 14, 2022.

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.

Executive Compensation

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

31, 2023 and 2022 to Eric Healy, our Chief Executive Officer, and Douglas Durst and Chris Coulter, each of whom served as our Chief Financial Officer during a portion of 2023

(together, our “Named Executive Officers”).

Financial Position

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”).

$ 120,132 (1)

Chief Executive Officer and Chairman

Douglas Durst, (1)

Former Chief Financial Officer

Chris Coulter, (3)

Former Chief Financial Officer

Douglas Durst, our former Chief Financial Officer, joined the Company in November 2021, and served as the Company’s chief

Financial Officer until August 14, 2023, and was awarded $15,750 and $40,140 of compensation, payable to Chase Innovations, Inc., an

entity of which Mr.

Durst is the sole owner, from us during the years ended December 31, 2023 and 2022, respectively.

The Company paid

$20,025 of the awards in 2022, and still owed Mr.

Durst $55,890 as of December 31, 2023.

On January 1, 2022, we granted Mr.

Durst the option to purchase 57,600 shares of common stock at an exercise price of $4.125 per

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 29% and a call option value of $1.1531,

Chris Coulter, our former Chief Financial Officer, served as the Company’s Chief Financial Officer from August 14, 2023 until

January 10, 2024.

On October 24, 2023, we granted Mr.

Coulter the option to purchase 7,500 shares of common stock at an exercise price of $1.60 per

John Dalfonsi, (2)

Chief Financial Officer

On February 22, 2024, we granted Mr.

Healy the option to purchase 140,000 shares of common stock at an exercise price of $1.92

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.

Coulter the option to purchase 16,000 shares of common stock at an exercise price of

$4.125 per share.

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 50% and a call option value

of $2.0249, was $32,399.

Dalfonsi the option to purchase 75,000 shares of common stock at an exercise price of $1.92

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

Agreements and Incentive Compensation

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

commencing upon the completion of the IPO, payable in regular installments in accordance with the usual payment practices of the Company.

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

and results achieved by Mr.

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.

Healy of $100,000

upon the completion of the IPO.

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”

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awards held by our Named Executive Officers at December 31, 2024.

Outstanding Option Awards at Fiscal Year-End

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Option Exercise Price Option Expiration Date

Chris Coulter, former Chief Financial Officer

Option Awards at Fiscal Year-End

of Securities Underlying Unexercised Options (#) Exercisable

of Securities Underlying Unexercised Options (#) Unexercisable

Exercise Price

Option Expiration

Eric Healy, Chief Executive Officer

February 21, 2034

October 23, 2033

John Dalfonsi, Chief Financial Officer

August 7, 2028

Options granted on February 22, 2024, vested immediately.

Options granted on October 24, 2023, vests on the one-year anniversary of the date of grant.

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

Exercises and Stock Vested

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ended December 31, 2024.

Fees Earned or Paid in Cash

Option Awards

Non-Equity Incentive Compensation

Change in Pension Value and Nonqualified Deferred Compensation Earnings

All other Compensation

John Dalfonsi

$ 196,500 (1)

Greg Somerville (2)

Incentive Compensation

in Pension Value and Nonqualified Deferred Compensation Earnings

other Compensation

Byron Riché Jones

Consists of $196,500 of consulting fee payments to Eagle Vision Ventures, Inc.

for which Mr.

Dalfonsi is the beneficial owner.

On August 8, 2023, we granted Mr.

Dalfonsi an option to purchase 30,000 shares of common stock at an exercise price of $6.00 per

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 39% and a call option value of $0.1644,

On August 8, 2023, we granted Mr.

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

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 39% and a call option value of $0.7885,

October 26, 2023, prior to his appointment as a director, we granted Mr.

Jones 12,500 shares of common stock under the 2022 Equity

The aggregate fair value of the shares was $19,000, based on the

closing traded price of the common stock on the date of grant .

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 $17,111.

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

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SE Davis Ave., Suite C, Bend, Oregon 97702:

Name of Beneficial Owner (1)

Number of Shares

% of Class (2)

of Beneficial Owner (1)

Officers and Directors:

Eric Healy, Chairman and CEO (3)

John Dalfonsi, CFO (4)

Eric Healy, Chairman

John Dalfonsi, CFO and Director (4)

David Israel, Director (5)

Greg Somerville, Director (6)

Byron Riché Jones, Director (7)

Directors and Officers as a Group (5 persons)

5% or Greater Shareholders

Eric Healy, CEO (3)

David Israel, Director (5)

The Donald A.

Foss Irrevocable Living Trust dated August 14, 2022 (8)

Fluffco, LLC (9)

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.

Byron Riché Jones,

Schwartz, Director

Jain, Director

and Officers as a Group (7 persons)

5% or Greater

Healy, CEO (3)

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 15, 2024, including through the exercise of

however, 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.

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 22,500 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 vests monthly over one year from this issuance date of August 8, 2023, exercisable until August 7, 2028.

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

Dalfonsi, under the warrants listed below.

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.

Dalfonsi has the sole voting and dispositive

power over these shares.

Options to Purchase

Issuance Date:

Common Stock:

March 7, 2022

15,383 shares

December 7, 2030

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.

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,

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.

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 22,500 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 vests monthly over one year from this issuance date of August 8, 2023, exercisable until August 7, 2028.

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.

shares underlying warrants to purchase 103,938 shares at an exercise price of $7.10 per share, exercisable until May 6, 2031, held

by The Donald A.

Foss Irrevocable Living Trust dated August 14, 2022.

142,612 shares of common stock held in the name of Fluffco, LLC, which is an entity in which Irving Levin is the beneficial owner.

Levine has the sole voting and dispositive power over these shares.

Also, includes shares underlying warrants to purchase 67,975

shares at an exercise price of $6.50 per share, exercisable until December 7, 2030, held in the name of Fluffco, LLC.

Also, includes

shares underlying warrants to purchase 7,942 shares at an exercise price of $6.00 per share, exercisable until June 30, 2033, held

in the name of Fluffco, LLC.

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.

Certain Relationships and Related Transactions, and Director Independence

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Notes Payable

January 5, 2023, the Company sold an unsecured convertible promissory note for $25,000 to the Chief Executive Officer’s parents,

Tom and Carol Healy, bearing interest at 8% per annum, mature on the earlier of:

a) June 30, 2023, b) the closing of a Qualified

Subsequent Financing, c) the closing of a change of control, or d) the Company’s S-1 registration statement being declared effective

and the signing of a firm commitment underwriting agreement for a capital raise of at least ten million dollars ($10,000,000).

was convertible at a fixed conversion price of $1.65 per common share, and all interest was deemed to have stopped accruing as of a date

selected by the Company that was up to 10 days prior to the effective date of the registration statement filed in connection with the

The note was mandatorily convertible upon the Company’s S-1 registration statement being declared effective and the signing

of a firm commitment underwriting agreement for a capital raise of at least ten million dollars ($10,000,000).

The public offering proceeds

threshold was subsequently amended to $5,000,000, along with all of the other outstanding convertible notes.

The note carried a default

interest rate of 18% per annum.

On June 15, 2023, the note, consisting of $25,000 of principal and $800 of interest, was converted into

6,255 shares of common stock.

March 3, 2023, the Company sold an unsecured convertible promissory note to Byron Riché Jones in exchange for gross proceeds of

The convertible note, bearing interest at 8% per annum, matured on the earlier of:

a) June 30, 2023, b) the closing of a Qualified

Subsequent Financing, c) the closing of a change of control, or d) the Company’s S-1 registration statement being declared effective

and the signing of a firm commitment underwriting agreement for a capital raise of at least ten million dollars ($10,000,000).

was convertible at a fixed conversion price of $4.125 per common share, and all interest was deemed to have stopped accruing as of a

date selected by the Company that was up to 10 days prior to the effective date of the registration statement filed in connection with

The note was mandatorily convertible upon the Company’s S-1 registration statement being declared effective and the signing

of a firm commitment underwriting agreement for a capital raise of at least ten million dollars ($10,000,000).

The public offering proceeds

threshold had subsequently been amended to $5,000,000.

The convertible note carried a default interest rate of 18% per annum.

15, 2023, the note, consisting of an aggregate $16,500 of principal and $322 of interest, was converted into 4,078 shares of common stock.

Jones was appointed to our board of directors and the chairman of the Company’s audit committee on January 10, 2024.

October 29, 2022, the Company sold another unsecured convertible promissory note in exchange for gross proceeds of $165,000 to Byron

The convertible note, bearing interest at 8% per annum, matured on the earlier of:

a) June 30, 2023, as extended

from the original maturity date of June 30 2023, b) the closing of a Qualified Subsequent Financing, c) the closing of a change of control,

or d) the Company’s S-1 registration statement being declared effective and the signing of a firm commitment underwriting agreement

for a capital raise of at least ten million dollars ($10,000,000).

The note was convertible at a fixed conversion price of $4.125 per

common share, and all interest was deemed to have stopped accruing as of a date selected by the Company that was up to 10 days prior

to the effective date of the registration statement filed in connection with the IPO.

Each note was mandatorily convertible upon the

Company’s S-1 registration statement being declared effective and the signing of a firm commitment underwriting agreement for a

capital raise of at least ten million dollars ($10,000,000).

The public offering proceeds threshold had subsequently been amended to

The notes carried a default interest rate of 18% per annum.

On June 15, 2023, the note, consisting of $165,000 of principal

and $7,739 of interest, was converted into 41,877 shares of common stock.

June 6, 2022, the Company completed the sale of (i) an unsecured convertible promissory note in the principal amount of $200,000 (“Fluffco

Convertible Note”) to Fluffco, LLC (“Fluffco”), and (ii) a five-year warrant to purchase 8,485 shares of the Company’s

common stock at an exercise price of $6.50 per share, for an aggregate purchase price of $186,000, pursuant to a Securities Purchase

Agreement between the Company and Fluffco (the “Purchase Agreement”).

The Fluffco Convertible Note carried interest at 8%

per annum and a default rate of 18%, which was mandatorily convertible upon the date on which a registration statement for the Company’s

underwritten public offering of its common stock with total proceeds to the Company of not less than $10,000,000 was effective, at a

fixed conversion price of $4.125 per common share.

The note matured on November 30, 2022, and all interest was deemed to have stopped

accruing as of a date selected by the Company that was up to 10 days prior to the effective date of the registration statement filed

in connection with the IPO.

The aggregate estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 35% and

a call option value of $0.2679, was $8,485, and was amortized as a debt discount over the life of the loan.

The Company received net

proceeds of $186,000 after deductions of debt discounts, consisting of $14,000 of legal fees.

The maturity dates were extended to June

30, 2023 and the public offering proceeds threshold had been amended to $5,000,000.

On June 15, 2023, the note, consisting of $200,000

of principal and $15,737 of interest, was converted into 52,300 shares of common stock.

February 15, 2022, the Company sold another unsecured convertible promissory note to Fluffco with a face value of $350,000.

carried interest at 5% per annum and a default rate of 18%, which was mandatorily convertible upon the date on which a registration statement

for the Company’s underwritten public offering of its common stock with total proceeds to the Company of not less than $10,000,000

was effective, at a fixed conversion price of $4.125 per common share.

The note matured on November 30, 2022, and all interest was deemed

to have stopped accruing as of a date selected by the Company that was up to 10 days prior to the effective date of the registration

statement filed in connection with the IPO.

The maturity dates were extended to June 30, 2023 and the public offering proceeds threshold

had been amended to $5,000,000.

On June 15, 2023, the Note, consisting of an aggregate $350,000 of principal and $22,535 of interest,

was converted into 90,312 shares of common stock.

May 26, 2022, the Company completed the sale of (i) an unsecured convertible promissory note in the principal amount of $1,250,000 (“Foss

Convertible Note”) to Don Foss (“Foss”), and (ii) a five-year warrant to purchase 45,833 shares of the Company’s

common stock at an exercise price of $6.50 per share, for an aggregate purchase price of $1,162,500, pursuant to a Securities Purchase

Agreement between the Company and Foss (the “Purchase Agreement”).

The Foss Convertible Note carried interest at 8% per annum

and a default rate of 18%, which was mandatorily convertible upon the date on which a registration statement for the Company’s

underwritten public offering of its common stock with total proceeds to the Company of not less than $10,000,000 was effective, at a

fixed conversion price of $4.125 per common share.

The note matured on November 30, 2022, and all interest was deemed to have stopped

accruing as of a date selected by the Company that is up to 10 days prior to the effective date of the registration statement filed in

connection with the IPO.

The aggregate estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 34% and a

call option value of $0.2570, was $45,833, and was amortized as a debt discount over the life of the loan.

The Company received net proceeds

of $1,162,500 after deductions of debt discounts, consisting of $87,500 of legal fees.

The maturity dates were extended to June 30, 2023

and the public offering proceeds threshold had been amended to $5,000,000.

On June 15, 2023, the note, consisting of $1,250,000 of principal

and $99,726 of interest, was converted into 327,207 shares of 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 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

April 12, 2022, EagleVision, a company controlled by John Dalfonsi, and the Company entered into a consulting agreement engagement letter

(the “Eagle Vision Consulting Agreement”) pursuant to which EagleVision provided capital formation and initial public offering

consulting services to the Company.

Pursuant to the Eagle Vision Consulting Agreement, the Company paid EagleVision $6,000 per month

starting on April 12, 2022 until the end of the month in which the initial public offering of the Company was completed.

the Company issued (i) warrants to purchase up to 45,833 shares of common stock at an exercise price of $3.00 in May 2022 and (ii) warrants

to purchase up to 8,485 shares of common stock at an exercise price of $3.00 per share in June 2022 for Eagle Vision’s services.

On January 10, 2024, the consulting agreement was amended to modify the compensation to $150,000 per year, payable in monthly increments,

until its expiration on December 31, 2025, in consideration of services provided by Mr.

Dalfonsi as the Company’s CFO.

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.

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.

and Procedures for Related Person Transactions

8 unchanged sentences

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, David Israel, Greg Somerville, and Byron

As an executive officer, Mr.

Healy does not qualify as “independent” under standards of independence

set forth by national securities exchanges.

Our Board of Directors has determined that David Israel, Greg Somerville, and Byron Riché

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

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.

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

All other fees

Audit fees were principally for audit services and work performed in the review of the Company’s quarterly reports on Form

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

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.

on July 1, 2024)

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.

on October 23, 2024)

of Incorporation of BranchOut Food Inc.

2 unchanged sentences

on April 24, 2023)

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

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.

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

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

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

on January 8, 2024)

3 unchanged sentences

on April 24, 2023)

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.

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)

2 unchanged sentences

on May 12, 2023)

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.

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)

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

and the investors named therein (incorporated by reference to Exhibit 4.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc.

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)

Description of Securities

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.

Representative’s

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

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.

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.

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.

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.

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.

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.

on June 9, 2023)

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.

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)

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.

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)

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.

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

on January 16, 2024)

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.

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)

Loan Agreement dated March 15, 2023 between BranchOut Food, Inc.

as Borrower, and The John & Kristen Hinman Trust Dated February 23, 2016, as Lender (incorporated by reference to Exhibit 10.13 of the Form S-1/A filed with the Securities and Exchange Commission by BranchOut Food Inc.

on June 2, 2023)

Form of Senior Secured Note issued to bridge loan investors (incorporated by reference to Exhibit 10.5 of the Form S-1 filed with the Securities and Exchange Commission by BranchOut Food Inc.

on April 24, 2023)

Form of Security Agreement issued to bridge loan investors (incorporated by reference to Exhibit 10.6 of the Form S-1 filed with the Securities and Exchange Commission by BranchOut Food Inc.

on April 24, 2023)

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)

Executive Employment Agreement between Douglas Durst and BranchOut Food Inc.

dated November 22, 2021+ (incorporated by reference to Exhibit 10.8 of the Form S-1 filed with the Securities and Exchange Commission by BranchOut Food Inc.

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)

Contract Manufacturing Agreement between BranchOut Food Inc.

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.

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.

£ (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)

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.

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)

Form of Convertible Note Subscription Agreement and Form of Convertible Note (incorporated by reference to Exhibit 10.12 of the Form S-1 filed with the Securities and Exchange Commission by BranchOut Food Inc.

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)

Subsidiaries of BranchOut Food Inc.

(incorporated by reference to Exhibit 21.1 of the Form S-1 filed with the Securities and Exchange Commission by BranchOut Food Inc.

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.

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

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.

on April 24, 2023).

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

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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

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.

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.

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.

on July 29, 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.

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.

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.

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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

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

10 unchanged sentences

John Dalfonsi

Financial Officer

Financial Officer and Director

Financial Officer)

Greg Somerville

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