UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________to ________.

Commission File Number 001-41723

BRANCHOUT FOOD INC.

(Exact name of registrant as specified in its charter)

Nevada		81-3980472
(State or other jurisdiction		(IRS Employer
of incorporation or organization)		Identification No.)

205 SE Davis Avenue, Bend, Oregon 97702

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (844) 263-6637

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of exchange on which registered
Common Stock, $0.001 par value		BOF		Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.

Title or class		Shares outstanding as of August 13, 2026
Common Stock, $0.001 par value		15,316,030

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION	3

Item 1.	Financial Statements (Unaudited)	3

	Condensed Consolidated Balance Sheets	3

	Condensed Consolidated Statements of Operations and Comprehensive Loss	4

	Condensed Consolidated Statements of Changes in Stockholders’ Equity	5

	Condensed Consolidated Statements of Cash Flows	7

	Condensed Consolidated Notes to Financial Statements (Unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39

Item 4.	Controls and Procedures	39

PART II.	OTHER INFORMATION	40

Item 1.	Legal Proceedings	40

Item 1A.	Risk Factors	40

Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	40

Item 3.	Defaults Upon Senior Securities	40

Item 4.	Mine Safety Disclosures	40

Item 5.	Other Information	40

Item 6.	Exhibits	41

SIGNATURES		42

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BRANCHOUT FOOD INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2026			2025
	(Unaudited)
Assets
Current assets:
Cash	$	211,985		$	616,278
Accounts receivable, net		2,666,760			1,318,882
Advances on inventory purchases		50,121			-
Inventory		3,341,576			2,385,079
Prepaid expenses and other current assets		1,732,452			1,364,668
Total current assets		8,002,894			5,684,907

Property and equipment, net		6,045,819			5,686,761
Right-of-use assets		1,289,725			1,385,892
Other assets		1,267,000			1,267,000
Other receivable, net of current portion		673,065			435,132

Total assets	$	17,278,503		$	14,459,692

Liabilities and Stockholders’ Equity

Current liabilities:
Accounts payable	$	2,292,489		$	1,252,757
Accrued expenses		1,588,645			1,035,373
Convertible note payable, related party, current portion net of discounts		-			3,360,691
Equipment note payable, current portion		734,614			534,668
Note payable, related parties		3,000,000			-
Note payable, related parties		3,000,000			-
Finance lease liability, current portion		146,375			85,658
Total current liabilities		7,762,123			6,269,147

Convertible note payable, related party, net of current portion and discounts		2,883,265			-
Note payable		34,500			34,500
Equipment note payable, net of current portion		590,704			965,332
Finance lease liability, net of current portion		1,539,036			1,619,006

Total liabilities		12,809,628			8,887,985

Stockholders’ equity:
Preferred stock, $0.001 par value, 8,000,000 shares authorized; no shares issued and outstanding		-			-
Common stock, $0.001 par value, 80,000,000 shares authorized; 15,316,030 and 13,385,459 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively		15,316			13,385
Additional paid-in capital		32,682,157			29,218,186
Accumulated other comprehensive income (loss)		(29,549	)		26,865
Accumulated deficit		(28,199,049	)		(23,686,729	)
Total stockholders’ equity		4,468,875			5,571,707

Total liabilities and stockholders’ equity	$	17,278,503		$	14,459,692

See accompanying notes to financial statements.

BRANCHOUT FOOD INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

	2026			2025			2026			2025
	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2026			2025			2026			2025

Net revenue	$	4,458,271		$	3,274,946		$	7,065,066		$	6,445,809
Cost of goods sold		4,361,446			2,693,279			6,567,581			5,334,286
Gross profit		96,825			581,667			497,485			1,111,523

Operating expenses:
General and administrative		1,167,053			846,662			2,026,273			1,232,301
Salaries and wages		677,282			436,163			1,343,618			750,405
Professional fees		314,145			323,062			574,834			558,096
Shipping and handling to customers		220,523			157,807			376,414			264,352
Advertising and promotions		283,134			126,617			360,788			260,184
Total operating expenses		2,662,137			1,890,311			4,681,927			3,065,338

Operating loss		(2,565,312	)		(1,308,644	)		(4,184,442	)		(1,953,815	)

Other income (expense):
Interest income		59			6,600			1,808			11,736
Other income		29,768			-			29,768			-
Interest expense		(184,551	)		(301,112	)		(359,454	)		(579,459	)
Total other income (expense)		(154,724	)		(294,512	)		(327,878	)		(567,723	)

Net loss	$	(2,720,036	)	$	(1,603,156	)	$	(4,512,320	)	$	(2,521,538	)

Other comprehensive income (loss):
Gain (loss) on foreign currency translation	$	(169	)	$	20,554		$	(56,414	)	$	28,763

Net other comprehensive loss	$	(2,720,205	)	$	(1,582,602	)	$	(4,568,734	)	$	(2,492,775	)

Weighted average common shares outstanding - basic and diluted		15,218,348			9,659,605			14,823,411			9,205,200
Net loss per common share - basic and diluted	$	(0.18	)	$	(0.17	)	$	(0.30	)	$	(0.27	)

See accompanying notes to financial statements.

BRANCHOUT FOOD INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

For the Three Months Ended June 30, 2026