Exhibit 1.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 15, 2023
BRANCHOUT FOOD INC.
(Exact name of registrant as specified in its charter)
| Nevada | 333-271422 | 87-3980472 | ||
| (State or other jurisdiction of | (Commission | (I.R.S. Employer | ||
| incorporation or organization) | File Number) | Identification No.) |
| 205 SE Davis Avenue | ||
| Bend, Oregon | 97702 | |
| (Address of principal executive offices) | (Zip Code) |
(844) 263-6637
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $0.001 par value | BOF | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if 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. ☒
| Item 1.01 | Entry into Material Definitive Agreement. |
On June 15, 2023, BranchOut Food Inc., a Nevada corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Alexander Capital, L.P. as the representative of the underwriters named therein (the “Representative” and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”), relating to the issuance and sale by the Company to the Underwriters (the “Initial Public Offering”) of an aggregate of 1,190,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a price to the public of $6.00 per share, less underwriting discounts and commissions. Pursuant to the Underwriting Agreement, the Underwriter was granted an option (the “Over-Allotment Option”) for a period of 45 days to purchase from the Company up to an additional 178,500 shares of Common Stock, at the same price per share, to cover over-allotments, if any. In connection with the Offering, the Company listed its Common Stock on the Nasdaq Capital Market (“Nasdaq”) effective as of June 16, 2023, and the Common Stock commenced trading on Nasdaq effective as of June 16, 2023 under the symbol “BOF”.
The material terms of the Offering are described in the final prospectus, dated June 15, 2023 (the “Initial Public Offering Prospectus”), as filed by the Company with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”) on June 21, 2023. The Initial Public Offering was conducted pursuant to a registration statement, as amended, on Form S-1 (File No. 333-271422), initially filed by the Company under the Securities Act with the SEC on April 24, 2023, which was declared effective on June 15, 2023, and a registration statement on Form S-1MEF (File No. 333-272694) (collectively, the “Registration Statement”), filed by the Company under the Securities Act with the SEC on June 16, 2023 and which became effective on such date.
Pursuant to the Underwriting Agreement, the Company agreed to an 9.0% underwriting discount on the gross proceeds received by the Company for the Shares in addition to reimbursement of certain expenses, made customary representations, warranties and covenants concerning the Company, and also agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act. In addition, the Company, its officers and directors and holders of 5.0% or more of our outstanding shares of Common Stock (with the exception of one mutually-agreed-upon holder of 5.0% of the outstanding shares of Common Stock) have agreed not to offer, sell, transfer or otherwise dispose of any shares of Common Stock, the Company’s common stock, or securities convertible into, or exercisable or exchangeable for, shares of Common Stock, during the 360-day period following the date of the Prospectus.
The Offering closed on June 21, 2023. The Company received net proceeds from the Offering of approximately $7.14 million after deducting the underwriting discounts and commissions and estimated offering expenses payable by us (excluding any exercise of the Over-Allotment Option or the Representative’s Warrant issued to the Representative of its designees, in connection with the Offering).
As described in the Prospectus, the Company intends to use the net proceeds from the Offering (including any additional proceeds that we may receive if the Underwriters exercise the Over-Allotment Option to purchase additional shares of Common Stock), for repayment of approximately $2.5 million of indebtedness, working capital and general corporate purposes, including operating expenses and capital expenditures.
On June 21, 2023, pursuant to the Underwriting Agreement, the Company executed and delivered to the Representative a Common Stock Purchase Warrant (the “Representative’s Warrant”). Pursuant to the Representative’s Warrant, the Company provided the Representative with a warrant to purchase up to 82,110 shares of Common Stock, which may be exercised beginning on December 18, 2023 (the date that is 180 days from the commencement of sales of Common Stock pursuant to the Offering (the “Commencement Date”)) until December 18, 2028 (the date that is five years from the Commencement Date). The initial exercise price of the Representative’s Warrant is $7.20 per share, which is equal to 120% of the public offering price for the Shares, and the Representative may not effect the disposition of such warrant from one year following the Commencement Date. In addition, the Representative’s Warrant contain “piggy-back” registration rights with respect to the shares underlying such warrant, and limits the number of shares issuable upon its exercise to 4.99%/9.99% of the outstanding shares of Common Stock, as applicable.
The foregoing descriptions of each of the Underwriting Agreement and the Representative’s Warrant is qualified in their entirety by reference to the full text of each of the Underwriting Agreement and Representative’s Warrant, copies of which are attached as Exhibits 1.1 and 4.1 to this Current Report on Form 8-K, respectively, and incorporated into this Item 1.01 by reference.
In addition, certain holders of the Company’s common stock purchase warrants, outstanding convertible notes and shares of Common Stock (the “Selling Stockholders”), as identified in the Registration Statement, have agreed to offer for resale of up to an aggregate of 2,122,115 shares of Common Stock (the “Selling Stockholders Shares”) to the public (the “Selling Stockholder Offering” and, together with the Initial Public Offering, the “Offerings”). After exercise of the warrants or conversion of the convertible notes, as applicable, the Selling Stockholders, or their respective transferees, pledgees, donees or other successors-in-interest, may sell the Selling Stockholders Shares through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices.
The material terms of the Selling Stockholder Offering are described in the final prospectus, dated June 15, 2023 (the “Selling Stockholder Offering Prospectus”), as filed by the Company with the SEC pursuant to Rule 424(b) under the Securities Act on June 21, 2023. The Selling Stockholder Offering was conducted pursuant to the Registration Statement, which contained alternate pages for the Selling Stockholder Offering Prospectus, filed by the Company under the Securities Act with the SEC on June 16, 2023 and which became effective on such date.
In connection with the Selling Stockholder Offering, the Company registered the Selling Stockholders Shares on behalf of the Selling Stockholders, to be offered and sold by them from time to time, and will not receive any of the proceeds from the sale of the Selling Stockholders Shares by the Selling Stockholders. While the Company will not receive any proceeds from the sale of the Selling Stockholders Shares, the Company may receive up to approximately $2,487,692 in aggregate gross proceeds in the event certain warrants are exercised and full cash is paid; however, the Company cannot predict when and in what amounts or if the warrants will be exercised, and it is possible that the warrants may expire and never be exercised, in which case the Company would not receive any cash proceeds. The Company has agreed to bear all of the expenses incurred in connection with the registration of the Selling Stockholders Shares, and the Selling Stockholders will pay or assume discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of the Selling Stockholders Shares.
| Item 3.02 | Unregistered Sale of Equity Securities. |
The information required by this Item 3.02 is set forth in Item 1.01 above, which is incorporated herein by reference.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The Board of Directors of the Company approved a reverse stock split of the Company’s Common Stock, which became effective on June 16, 2023 (the “Reverse Stock Split”). Pursuant to the Reverse Stock Split, each two and one-half (2.5) shares of the Company’s capital stock automatically converted into one share of stock. No fractional shares were issued, and no cash or other consideration was paid. Instead, the Company issued one whole share of the post-Reverse Stock Split stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split. The Company’s Common Stock commenced trading on the Nasdaq Capital Market, on a post-split basis upon the opening of trading on June 16, 2023.
The Reverse Stock Split was effected by the Company filing a Certificate of Change (the “Certificate”) pursuant to Nevada Revised Statutes (“NRS”) Section 78.209 with the Secretary of State of the State of Nevada on June 16, 2023. Under Nevada law, no amendment to the Company’s Articles of Incorporation was required in connection with the Reverse Stock Split. A copy of the Certificate is attached hereto as Exhibit 1.2 and incorporated herein by reference. In connection with the Reverse Stock Split, the number of authorized shares of the Company’s Common Stock ratably decreased from 200,000,000 shares to 80,000,000 shares and the number of authorized shares of the Company’s preferred stock ratably decreased from 20,000,000 shares to 8,000,000 shares.
Under Nevada law, because the Reverse Stock Split was approved by the Board of Directors of the Company in accordance with NRS Section 78.207, no stockholder approval was required. NRS Section 78.207 provides that the Company may effect the Reverse Stock Split without stockholder approval if (x) both the number of authorized shares of Common Stock and the number of outstanding shares of Common Stock are proportionally reduced as a result of the Reverse Stock Split, (y) the Reverse Stock Split does not adversely affect any other class of stock of the Company and (z) the Company does not pay money or issue scrip to stockholders who would otherwise be entitled to receive a fractional share as a result of the Reverse Stock Split. As described herein, the Company has complied with these requirements.
Immediately after the Reverse Stock Split, each stockholder’s percentage ownership interest in the Company and proportional voting power remained virtually unchanged except for minor changes and adjustments resulting from rounding fractional shares into whole shares. The rights and privileges of the stockholders will be substantially unaffected by the Reverse Stock Split.
All options, warrants and convertible securities of the Company outstanding immediately prior to the Reverse Stock Split will be appropriately adjusted by dividing the number of shares of Common Stock into which the options, warrants and convertible securities are exercisable or convertible by 2.5 and multiplying the exercise or conversion price thereof by 2.5, as a result of the Reverse Stock Split. This includes shares authorized for issuance under the BranchOut Food Inc. 2022 Equity Incentive Plan, as amended (the “Plan”), and the number of outstanding stock awards previously granted under the Plan will be ratably reduced in connection with the Reverse Stock Split.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 21, 2023, the Company appointed three directors (the “New Directors”) to its Board of Directors. The New Directors are David Israel, John Dalfonsi and Greg Somerville. Each of the New Directors has been appointed a member of the Company’s Audit, Compensation and Nominating and Corporate Governance committees. Mr. Dalfonsi has been appointed Chair of the Audit Committee, Mr. Somerville has been appointed Chair of the Nominating and Corporate Governance Committee and Mr. Israel has been appointed Chair of the Compensation Committee. Each of the New Directors meets the requirements for independence under the Nasdaq listing standards and the SEC rules and regulations. None of the New Directors is party to any arrangement or understanding with any persons pursuant to which they were appointed as directors, nor party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information required by this Item 5.03 is set forth in Item 3.03 above, which is incorporated herein by reference.
| Item 5.05 | Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics. |
The Company previously adopted its Code of Business Conduct and Ethics which became effective prior to the consummation of the Offerings. A copy of the Company’s Code of Business Conduct and Ethics is attached as Exhibit 1.3 hereto and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure |
On June 20, 2023, the Company issued the press release attached hereto as Exhibit 99.1. On June 21, 2023, the Company issued the press release attached hereto as Exhibit 99.2.
The information contained in Item 8.01 below and this Item 7.01 of this Current Report on Form 8-K (including Exhibits 99.1- 99.4 attached hereto) is furnished pursuant to General Instruction B.2. of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act or the Exchange Act.
| Item 8.01 | Other Events. |
On June 16, 2023, the Company issued a press release announcing the pricing of the Initial Public Offering. On June 21, 2023, the Company issued a press release announcing the closing of the Initial Public Offering. Copies of these press releases are furnished herewith as Exhibits 99.2 and 99.3, respectively.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 1.1 | Underwriting Agreement, dated June 15, 2023, between the Company and Alexander Capital, L.P. as Representative of the Underwriters |
| 1.2 | Certificate of Change pursuant to Nevada Revised Statutes Section 78.209, filed with the Secretary of State of the State of Nevada on June 16, 2023 |
| 1.3 | |
| 4.1 | |
| 99.1 | Press Release dated June 20, 2023 |
| 99.2 | Press Release dated June 21, 2023 |
| 99.3 | Press Release dated June 16, 2023 |
| 99.4 | Press Release dated June 21, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BRANCHOUT FOOD INC. | ||
| Date: June 21, 2023 | By: | /s/ Eric Healy |
| Eric Healy | ||
| Chief Executive Officer | ||
Exhibit 1.1
Exhibit 1.2
Exhibit 1.3
CODE OF BUSINESS CONDUCT AND ETHICS
It is the general policy of BranchOut Food Inc. (the “Company”) to conduct its business activities and transactions with the highest level of integrity and ethical standards and in accordance with all applicable laws. This Code of Business Conduct and Ethics (this “Code”) reflects the business practices and principles of behavior that support this commitment. We expect every employee, officer and director to read and understand this Code and its application to the performance of his or her business responsibilities and ethics to the Company. This Code applies to all employees, officers, and directors.
This Code cannot possibly describe every principle or nuance relating to honest and ethical conduct. This Code addresses our conduct that is particularly important with the people and entities with whom we interact. From time to time, we may adopt additional policies and procedures with which our employees, officers and directors are expected to comply. It is the responsibility of each employee, officer, and director to apply common sense, together with his or her own highest personal ethical standards, in making business decisions where there is no stated guideline in this Code.
You should not hesitate to voice your concerns or ask your supervisor or the Chief Financial Officer about whether any conduct you see or hear may violate this Code. In addition, you should be alert to possible violations of this Code by others and report suspected violations, without fear of any form of retaliation. Violations of this Code will not be tolerated. Any employee, officer or director who violates the standards in this Code may be subject to disciplinary action, which, depending on the nature of the violation, may range from a warning or reprimand up to and including termination of employment or relationship with the Company and, in appropriate cases, civil legal action or referral for regulatory or criminal prosecution.
| I. | HONEST AND ETHICAL CONDUCT |
It is the policy of the Company to promote the highest standards of integrity by conducting our affairs in an honest and ethical manner.
| II. | LEGAL COMPLIANCE |
Obeying the law, both in letter and in spirit, is the foundation of this Code. Our success depends upon each employee, officer and director operating within legal guidelines and cooperating with local, national and international authorities. We expect everyone to understand the legal and regulatory requirements applicable to their business departments and areas of responsibility and to comply with all relevant laws, rules and regulations associated with their employment and positions at the Company. This includes laws prohibiting insider trading (which are discussed in further detail below). While we do not expect you to memorize every detail of these laws, rules and regulations, we want you to be able to determine when to seek advice from others. If you do have a question in the area of legal compliance, it is important that you immediately seek answers from your supervisor or the Chief Financial Officer.
| III. | INSIDER TRADING |
Employees who have access to confidential or non-public information are not permitted to use or share that information for stock trading purposes or for any other purpose except to conduct our business. All non-public information about the Company or about companies with which we do business is considered confidential information. To use non-public information in connection with buying or selling securities, including “tipping” others who might make an investment decision on the basis of non-public information that you supplied, is not only unethical, it is illegal, and you may lose your job and be subject to both civil and criminal proceedings. Employees must exercise the utmost care when handling material non-public information.
We have adopted a separate Company Policy on Insider Trading with which you will be expected to comply as a condition of your employment with the Company. You should consult our Company Policy on Insider Trading for more specific information.
| IV. | RESEARCH AND DEVELOPMENT; REGULATORY COMPLIANCE |
The research and development of our products may be subject to a number of legal and regulatory requirements. We expect employees to comply with all such requirements.
| V. | ENVIRONMENTAL COMPLIANCE |
Federal law imposes criminal liability on any person or company that contaminates the environment with any hazardous substance that could cause injury to the community or environment. Violation of environmental laws can involve monetary fines and imprisonment. We expect employees to comply with all applicable environmental laws.
| VI. | CONFLICTS OF INTEREST |
We respect the rights of our employees to manage their personal affairs and investments and do not wish to impinge on their personal lives. At the same time, employees should avoid conflicts of interest that occur when their personal interests may interfere or appear to interfere in any way with the performance of their duties or the best interests of the Company. A “conflict of interest” occurs when the private interest of an employee interferes in any way, or appears to interfere with the interests of the Company. Conflicts of interest also arise when an employee or a member of his or her family receives improper personal benefits as a result of his or her position with the Company. We expect our employees to be free from influences that conflict with the best interests of the Company or might deprive the Company of their undivided loyalty in business dealings. Even the appearance of a conflict of interest where none actually exists can be damaging and should be avoided. Whether or not a conflict of interest exists or will exist can be unclear. Conflicts of interest are prohibited unless specifically authorized as described below.
If you have any questions about a potential conflict or if you become aware of an actual or potential conflict, and you are not an officer or director of the Company, you must discuss the matter with your supervisor or the Chief Financial Officer. Supervisors may not authorize conflict of interest matters or make determinations as to whether a potential conflict of interest exists without first seeking the approval of the Chief Financial Officer and providing the Chief Financial Officer with a written description of the activity. If the supervisor is involved in the potential or actual conflict, you should discuss the matter directly with the Chief Financial Officer. Officers and directors must seek any authorizations and determinations from the Audit Committee (the “Audit Committee”) of the Board of Directors of the Company (the “Board”), depending on the nature of the conflict of interest.
Conflicts of interests may not always be obvious and clear-cut. This Code does not attempt to describe all possible conflicts of interest which could develop. If you suspect a conflict of interest then it should be brought to the attention of your supervisor, manager or other appropriate personnel. Some of the more common conflicts are set out below.
| 1. | Employment by (including consulting for) or service on the board of a competitor, customer or supplier or other service provider. Activity that enhances or supports the position of a competitor to the detriment of the Company is prohibited, including employment by, consulting for, or service on the board of a competitor. Employment by, consulting for, or service on the board of a customer or supplier or other service provider is generally discouraged and you must seek written authorization from the Chief Financial Officer in advance if you plan to take such a position. |
| 2. | Investments in companies that do business, seek to do business or compete with us. Employees evaluating ownership in other entities for conflicts of interest will consider the size and nature of the investment; the nature of the relationship between the other entity and the Company; the employee’s access to confidential information; and the employee’s ability to influence the Company’s decisions. If you would like to acquire a financial interest of that kind, you must seek approval from the Chief Financial Officer in advance. Generally passive investments of not more than one percent of the total outstanding shares of companies listed on a national securities exchange are permitted without the Company’s approval provided that the investment is not so significant either in absolute dollars or percentage of the individual’s total investment portfolio that it creates the appearance of a conflict of interest. |
| 3. | Conducting our business transactions with a family member or a business in which you have a significant financial interest. Related-person transactions must be reviewed in accordance with such policy and will be publicly disclosed to the extent required by applicable laws and regulations. |
| 4. | Taking personal advantage of corporate opportunities. See “Corporate Opportunities” below for further discussion of the issues involved in this type of conflict. |
| 5. | Soliciting or accepting gifts, favors, loans or preferential treatment from any person or entity that does business or seeks to do business with us. See “Gifts and Entertainment” for further discussion of the issues involved in this type of conflict. Loans to, or guarantees of obligations of, employees or their family members by the Company could constitute an improper personal benefit to the recipients of these loans or guarantees, depending on the facts and circumstances. Some loans are expressly prohibited by law, and applicable law requires that our Board of Directors approve all loans and guarantees to employees. As a result, all loans and guarantees by the Company must be approved in advance by the Board of Directors or the Audit Committee. |
| VII. | CORPORATE OPPORTUNITIES |
You may not take personal advantage of opportunities for the Company that are presented to you or discovered by you as a result of your position with us or through your use of corporate property or information, unless authorized in writing by the Chief Financial Officer. The Board of Directors or the Audit Committee may grant authorization to a director or officer. Even opportunities that are acquired privately by you may be questionable if they are related to our existing or proposed lines of business. Participation in an investment or outside business opportunity that is directly related to our lines of business must be pre-approved. You may not use your position with the Company or our corporate property or information for improper personal gain, nor should you compete with us in any way.
| VIII. | ACCURACY OF BOOKS AND RECORDS AND FINANCIAL REPORTING |
The integrity of our records and public disclosure depends upon the validity, accuracy and completeness of the information supporting the entries to our books of account. Therefore, our corporate and business records should be completed accurately and honestly. The making of false or misleading entries is strictly prohibited. Our records serve as a basis for managing our business and are important in meeting our obligations to customers, suppliers, creditors, employees, financial institutions, shareholders, debt holders, and federal and state organizations which includes the Securities and Exchange Commission and NASDAQ, and others with whom we do business. As a result, it is important that our books, records, and accounts accurately and fairly reflect our assets, liabilities, revenues, costs and expenses, as well as all transactions and changes in assets and liabilities. We require that:
| 1. | no entry be made in our books and records that intentionally hides or disguises the nature of any transaction or of any of our liabilities, or misclassifies any transactions as to accounts or accounting periods; | |
| 2. | transactions be supported by appropriate documentation; | |
| 3. | the terms of commercial transactions be reflected accurately in the documentation for those transactions and all such documentation be reflected accurately in our books and records; | |
| 4. | employees comply with our system of internal controls; and | |
| 5. | no cash or other assets be maintained for any purpose in any unrecorded or “off-the-books” fund or account. |
Employees who are responsible for accounting matters or contribute to or prepare the Company’s financial statements, periodic reports filed with the Securities and Exchange Commission (the “SEC”) or other public disclosure documents or communications should ensure that our books, records and accounts are accurately maintained, be familiar with our disclosure controls, procedures, and internal controls and take all necessary steps to ensure that all reports filed with or submitted to the SEC and all other public disclosures regarding our business provide full, fair, accurate, timely and understandable disclosure and fairly present our financial condition and results of operations. All employees are expected to cooperate fully with our independent auditors and persons performing an internal audit function.
| IX. | GIFTS AND ENTERTAINMENT |
Business gifts and entertainment are meant to create goodwill and sound working relationships and not to gain improper advantage with current or potential suppliers, vendors or partners or facilitate approvals from government officials. The exchange of meals or entertainment (such as tickets to a game or the theatre or a round of golf) is a common and acceptable practice as long as it is not extravagant. Unless express permission is received from a supervisor, the Chief Financial Officer or the Audit Committee, gifts and entertainment cannot be offered, provided or accepted by any employee unless consistent with customary business practices and not excessive in value. This principle of reasonableness applies to our transactions everywhere in the world, even where the practice is widely considered “a way of doing business.” Employees should not accept gifts or entertainment that may reasonably be deemed to affect their judgment or actions in the performance of their duties. Our customers, suppliers and the public at large should know that our employees’ judgment and decisions are not for sale.
Under some statutes, such as the U.S. Foreign Corrupt Practices Act, giving anything of value to a government official to obtain or retain business or favorable treatment is a criminal act subject to prosecution and conviction. Discuss with your supervisor or the Chief Financial Officer any proposed entertainment or gifts if you are uncertain about their appropriateness.
| X. | PROTECTION AND PROPER USE OF COMPANY ASSETS |
All employees are expected to protect our assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on our financial condition and results of operations. Our property, such as office supplies, computer equipment, products, warehouse supplies and our office, warehouse, research and development space are expected to be used only for our legitimate business purposes.
The obligation to protect the Company’s assets includes the Company’s proprietary information. Proprietary information includes intellectual property (such as trade secrets, patents and trademarks) as well as product development, scientific data, manufacturing, business and marketing plans, databases, records and any non-public financial data or reports.
Any misuse or suspected misuse of our assets must be immediately reported to your supervisor or the Chief Financial Officer.
| XI. | CONFIDENTIALITY |
One of our most important assets is our confidential and proprietary information. As an employee of the Company, you may learn of information about the Company that is confidential and proprietary. Employees who have received or have access to confidential information should take care to keep this information confidential. Every employee has a duty to refrain from disclosing to any person confidential or proprietary information about our business and our products until that information is disclosed to the public through approved channels. You should also take care not to inadvertently disclose confidential information. Confidential information includes but is not limited to: non-public information that might be of use to competitors or harmful to the Company or its suppliers, vendors or partners if disclosed, such as business, marketing and service plans, financial information, product development, scientific data, manufacturing, laboratory results, designs, databases, customer lists, pricing strategies, personnel data, personally identifiable information pertaining to our employees, patients or other individuals (including, for example, names, addresses, telephone numbers and social security numbers), and similar types of information provided to us by our customers, suppliers and partners. This information may be protected by patent, trademark, copyright and trade secret laws.
In addition, because we interact with other companies and organizations, there may be times when you learn confidential information about other companies before that information has been made available to the public. You must treat that information in the same manner as you are required to treat our confidential and proprietary information-you may not disclose it. There may even be times when you must treat as confidential the fact that we have an interest in, or are involved with, another company.
In addition to the above responsibilities, if you are handling information protected by any privacy policy published by us, then you must handle that information in accordance with the applicable policy.
| XII. | WAIVERS |
Any waiver of this Code for executive officers (including, where required by applicable laws, our principal executive officer, principal financial officer, principal accounting officer or controller (or persons performing similar functions)) or directors may be authorized only by our Board or, to the extent permitted by the rules of any national securities exchange we may be listed on from time to time, and may be disclosed as required by applicable laws, rules and regulations.
| XIII. | REPORTING VIOLATIONS OF THE CODE, ENFORCEMENT AND NON-RETALIATION |
If you become aware of a suspected or actual violation of this Code, you must promptly report the matter. Failure to report a known violation allows misconduct to go unremedied and is itself grounds for discipline. Ordinarily, the report may be made to the employee’s immediate supervisor who, in tum, must report it to the Chief Financial Officer. Reports concerning potential violations of this Code may also be made directly to the Chief Financial Officer. If the report pertains to concerns regarding questionable accounting or auditing matters, the employee should direct the report to the Chief Financial Officer or to the Chair of the Audit Committee of the Board of Directors. If the report pertains to an actual or suspected violation by an officer or director, the employee should direct the report to the Chief Financial Officer and/or the Audit Committee.
Supervisors must promptly report any complaints or observations of Code violations to the Chief Financial Officer. If you believe your supervisor has not taken appropriate action, you should contact the Chief Financial Officer directly. The Chief Financial Officer will investigate all reported possible Code violations promptly and with the highest degree of confidentiality that is possible under the specific circumstances. Neither you nor your supervisor may conduct any preliminary investigation, unless authorized in writing to do so by the Chief Financial Officer. Your cooperation in the investigation will be expected. As needed, the Chief Financial Officer will consult with our Human Resources department, outside legal counsel and the Audit Committee. It is our policy to employ a fair process by which to determine violations of this Code.
If you do not feel comfortable reporting the conduct to your supervisor, you may contact the Company’s Chief Financial Officer directly. You may also report known or suspected violations of this Code to the Company’s Chief Financial Officer on an anonymous basis by mail at BranchOut Food Inc., 205 SE Davis Ave., Bend, OR 97702. All reports of known or suspected violations of the law or this Code will be handled in a confidential and sensitive manner.
If any investigation indicates that a violation of this Code has probably occurred, we will take such action as we believe to be appropriate under the circumstances. If we determine that an employee is responsible for a Code violation, he or she will be subject to disciplinary action up to, and including, termination of employment and, in appropriate cases, civil legal action or referral for regulatory or criminal prosecution. Appropriate action may also be taken to deter any future Code violations.
We will not allow retaliation against an employee for reporting in good faith a possible violation of this Code. Retaliation for reporting a violation of this Code is illegal under federal law and prohibited under this Code. Such retaliation will result in discipline up to and including termination of employment and may also result in criminal prosecution. The employee 1s protected from retaliation even if the Company determines that there has not been a violation.
Exhibit 4.1
Exhibit 99.1
BEND, Ore., June 20, 2023 /PRNewswire/ — BranchOut Food Inc. (NASDAQ: BOF), a leading provider of high-quality dehydrated fruit products, is thrilled to announce its recent contract with Walmart (NYSE: WMT). Under the terms of the contract, BranchOut Food Inc. will supply multiple dehydrated fruit items to 2,250 of the retailer’s stores or about 50% of their national locations. This exciting collaboration marks a significant milestone for BranchOut Food Inc., as it strengthens the company’s presence in the mainstream retail market and is expected to generate a substantial percent increase in revenue and profitability.
BranchOut Food Inc. has established a strong and collaborative relationship with Walmart, the nation’s largest retailer, facilitating this significant supplier contract. The success of this relationship has laid the foundation for further expansion and growth opportunities. In fact, BranchOut Food Inc. is working on a second project to supply several additional items across 100% of Walmart’s stores, promising to bring its wide range of dehydrated fruit and vegetable products to customers in every corner of the country. Additional details of this second project will be announced soon.
The first shipments to Walmart’s stores began in late May of this year, enabling customers to experience the exceptional taste and quality of BranchOut Food Inc.’s dehydrated products. “We are honored and excited to have been awarded this major supplier contract with Walmart,” said Eric Healy, CEO of BranchOut Food Inc. “This contract not only represents a significant milestone for our company, but it also highlights the growing demand for our healthy, convenient snacks. We are proud to be offering Walmart’s customers our premium dehydrated fruit products, and we look forward to continuing to build on this success.”
This strategic collaboration with Walmart is the first of several similar projects with multiple prominent national retailers that BranchOut Food Inc. has secured. These contracts are set to be announced in the near future. The company remains committed to expanding its presence in the retail market, delivering innovative and wholesome products to a wider audience.
For more information about BranchOut Food Inc. and its range of dehydrated fruit and vegetable products, please visit www.branchoutfood.com.
About BranchOut Food Inc.
BranchOut Food Inc. is a leading provider of high-quality dehydrated fruit and vegetable products. With a focus on delivering natural and nutritious snacks, the company sources the finest fruits and vegetables and utilizes an innovative dehydration technology to preserve their freshness, flavor, and nutritional value. BranchOut Food Inc.’s products are enjoyed by health-conscious individuals seeking convenient, on-the-go snacks that are both delicious and nourishing.
Exhibit 99.2
FOR IMMEDIATE RELEASE
BranchOut Food Inc. (Nasdaq:BOF): Receives Commitment From Costco (Nasdaq:COST) to Launch New Snack Product.
Bend, Oregon - June 21, 2023 - BranchOut Food Inc., a leading provider of high-quality dehydrated fruit and vegetable products, is excited to announce a new commitment from Costco in the Los Angeles region. The Los Angeles region commitment is built on a history of success with Costco as it marks the third product and fourth Costco region that BranchOut Food has recently sold products into including, Pacific Northwest, Northern California, and Texas.
“We are thrilled to launch another product with Costco and believe this trend will continue with additional regions and products in the near future.” said Eric Healy, CEO of BranchOut Food Inc.
This collaboration marks an important milestone for BranchOut Food Inc., as it continues to expand its presence in Costco.
For more information about BranchOut Food Inc. and its innovative products, please visit www.branchoutfood.com.
About BranchOut Food Inc. BranchOut is an international food-tech company delivering truly great natural snacks and real superfood ingredients enabled by their licensed dehydration technology. The Company is a leading provider of high-quality dehydrated fruit and vegetable-based products and its commitment to quality and innovation sets it apart as a trusted brand and private label supplier.
Media Contact: BranchOut Food Inc. Email: info@branchoutfood.com
Exhibit 99.3
BEND, OR / ACCESSWIRE / June 16, 2023 / BranchOut Food Inc. (NASDAQ:BOF) (“BranchOut” or the “Company”), an emerging natural food brand with a licensed technology platform that enables manufacturing and marketing of plant-based dehydrated foods, today announced the pricing of its underwritten initial public offering of 1,190,000shares of common stock at an initial public offering price of $6.00 per share. The gross proceeds from the offering, before underwriting discounts and commissions and estimated offering expenses payable by the Company, are expected to be approximately $7,140,000. In addition, the Company has granted the underwriters a 45-day option to purchase up to 178,500 additional shares of common stock at the initial public offering price, less the underwriting discounts.
The shares are expected to begin trading on The Nasdaq Capital Market on June 16, 2023 under the ticker symbol “BOF”. The offering is expected to close on June 21, 2023 subject to the satisfaction of customary closing conditions.
The Company intends to use the net proceeds of the initial public offering for repayment of indebtedness, working capital and general corporate purposes, including operating expenses and capital expenditures.
Advisor Details
Alexander Capital L.P. is acting as sole book-running manager and Spartan Capital Securities, LLC is acting as manager for the offering. Parr Brown Gee & Loveless P.C. and the law office of Rowland Day served as co-counsel to BranchOut. Sullivan & Worcester LLP served as counsel to the underwriters.
The securities described above are being offered by BranchOut pursuant to a registration statement on Form S-1, as amended (File No. 333-271422) that was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on June 15, 2023. The offering is being made only by means of a prospectus forming a part of the effective registration statement. A copy of the final prospectus related to the offering, when available, may be obtained from Alexander Capital L.P., 17 State Street 5th Floor, New York, NY 10004, Attention: Equity Capital Markets, or by calling (212) 687-5650 or emailing info@alexandercapitallp.com or by logging on to the SEC’s website at www.sec.gov.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.
About BranchOut Food Inc.
BranchOut is an emerging natural food brand with a licensed technology platform that enables the manufacturing and marketing of plant-based dehydrated foods. BranchOut has licensed rights from an independent third party to a new dehydration technology designed for drying and processing highly sensitive fruits and vegetables such as avocados, bananas and others. Using the licensed technology platform, the company believes its line of branded food products speak to current consumer trends. BranchOut also believes that its licensed technology platform and process is the only way to produce quality avocado- and banana-based snack and powdered products compared to conventional drying and dehydration technologies. With more than 17 patents registered or pending in 14 countries, BranchOut has been granted the exclusive rights to use the licensed technology platform as applied to avocados and nonexclusive rights to use the licensed technology platform for other products. For more information, visit www.branchoutfood.com.
Forward-Looking Statements
This press release includes statements that may be deemed to be “forward-looking statements” under federal securities laws, and we intend that such forward-looking statements be subject to the safe-harbor created thereby. To the extent that the information presented in this press release discusses financial projections, information, or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as “should”, “may,” “intends,” “anticipates,” “believes,” “estimates,” “projects,” “forecasts,” “expects,” “plans,” and “proposes.” Specific forward-looking statements in this press release include, among others, statements regarding the expected trading of our shares on The Nasdaq Capital Market, the expected closing of the offering, and the intended use of the net proceeds of the offering. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially and adversely from such forward-looking statements. You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading “Risk Factors” and elsewhere in documents that we file from time to time with the SEC. Forward-looking statements speak only as of the date of the document in which they are contained, and BranchOut does not undertake any duty to update any forward-looking statements except as may be required by law. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release.
For more information contact: info@branchoutfood.com
Exhibit 99.4
BranchOut Food Announces Closing of Initial Public Offering
Bend, OR June 21, 2023 – BranchOut Food Inc. (NasdaqCM: BOF) (“BranchOut” or the “Company”), an emerging natural food brand with a licensed technology platform that enables manufacturing and marketing of plant-based dehydrated foods, today announced the closing of its underwritten initial public offering of 1,190,000 shares of common stock at an initial public offering price of $6.00 per share. The gross proceeds from the offering, before underwriting discounts and commissions and estimated offering expenses payable by the Company, are $7,140,000. In addition, the Company has granted the underwriters a 45-day option to purchase up to 178,500 additional shares of common stock at the initial public offering price, less the underwriting discounts.
The shares began trading on The Nasdaq Capital Market on June 16, 2023 under the ticker symbol “BOF”.
The Company intends to use the net proceeds of the initial public offering for repayment of indebtedness, working capital and general corporate purposes, including operating expenses and capital expenditures.
Advisor Details
Alexander Capital L.P. acted as sole book-running manager and Spartan Capital Securities, LLC acted as manager for the offering. Parr Brown Gee & Loveless P.C. and the law office of Rowland Day served as co-counsel to BranchOut. Sullivan & Worcester LLP served as counsel to the underwriters.
The securities described above are being offered by BranchOut pursuant to a registration statement on Form S-1, as amended (File No. 333-271422) that was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on June 15, 2023. The offering is being made only by means of a prospectus forming a part of the effective registration statement. A copy of the final prospectus related to the offering, when available, may be obtained from Alexander Capital L.P., 17 State Street 5th Floor, New York, NY 10004, Attention: Equity Capital Markets, or by calling (212) 687-5650 or emailing info@alexandercapitallp.com or by logging on to the SEC’s website at www.sec.gov.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.
About BranchOut Food Inc.
BranchOut is an emerging natural food brand with a licensed technology platform that enables the manufacturing and marketing of plant-based dehydrated foods. BranchOut has licensed rights from an independent third party to a new dehydration technology designed for drying and processing highly sensitive fruits and vegetables such as avocados, bananas and others. Using the licensed technology platform, the company believes its line of branded food products speak to current consumer trends. BranchOut also believes that its licensed technology platform and process is the only way to produce quality avocado- and banana-based snack and powdered products compared to conventional drying and dehydration technologies. With more than 17 patents registered or pending in 14 countries, BranchOut has been granted the exclusive rights to use the licensed technology platform as applied to avocados and nonexclusive rights to use the licensed technology platform for other products. For more information, visit www.branchoutfood.com.
Forward-Looking Statements
This press release includes statements that may be deemed to be “forward-looking statements” under federal securities laws, and we intend that such forward-looking statements be subject to the safe-harbor created thereby. To the extent that the information presented in this press release discusses financial projections, information, or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as “should”, “may,” “intends,” “anticipates,” “believes,” “estimates,” “projects,” “forecasts,” “expects,” “plans,” and “proposes.” Specific forward-looking statements in this press release include, among others, statements regarding the expected trading of our shares on The Nasdaq Capital Market, the expected closing of the offering, and the intended use of the net proceeds of the offering. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially and adversely from such forward-looking statements. You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading “Risk Factors” and elsewhere in documents that we file from time to time with the SEC. Forward-looking statements speak only as of the date of the document in which they are contained, and BranchOut does not undertake any duty to update any forward-looking statements except as may be required by law. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release.
For more information contact: info@branchoutfood.com
Source: BranchOut Food Inc.