Dilution profile // every instrument, one screen, from SEC filings

BranchOut Food Inc. (BOF)

CIK 1962481 · all EDGAR filings →

Overall dilution risk
HIGHworst of 3 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
not every sub-rating was computable; treat as a floor
Offering ability
HIGH$20.1M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
one or more live registrations had no structured fee data, so the true total is AT LEAST this
Overhead supply
LOWwarrants = 2% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
HIGH+286% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
Cash need
NOT COMPUTEDrunway not computable from latest facts
= cash vs trailing operating burn

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2023-08-182026-08-13

Latest: 15.3M shares as of Aug 13, 2026 (10-Q).

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
One Point Zero Zero Warrant1.0M$1
One Point Five Zero Warrant500,000$1.5

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 13, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 362,500 underlying shares, as reported Dec 31, 2025 (10-K).

Reported exercise price: $1 (aggregate figure as tagged; individual tranches vary).

Rough fully diluted estimate: 15.7M = 15.3M O/S + 362,500 warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Senior Secured Convertible Promissory Note$4.0Mnot tagged15%

Notes exactly as the company dimensioned them in its 10-Q filed Aug 13, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding15.3MAug 13, 2026
+ One Point Zero Zero Warrant (if exercised)1.0MJul 15, 2024
+ One Point Five Zero Warrant (if exercised)500,000Jul 15, 2024
Fully diluted estimate16.8M+9.8% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $20.1Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Jun 5, 2026$1.7M registeredfiling →
S-3Jul 3, 2025$18.5M registeredfiling →
S-3May 22, 2025no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 2 executed · 1 registered.

UPDATEJun 15, 2026Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVEJun 12, 2026SEC declared a registration effective — selling can beginEFFECT
REGISTEREDJun 5, 2026S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDJan 27, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDNov 14, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDJul 29, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
UPDATEJul 14, 2025Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVEJul 11, 2025SEC declared a registration effective — selling can beginEFFECT
REGISTEREDJul 3, 2025S-3 registration — capacity to sell shares, not a sale yetS-3
EFFECTIVEMay 27, 2025SEC declared a registration effective — selling can beginEFFECT
REGISTEREDMay 22, 2025S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDFeb 18, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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