Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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 September 30, 2024

☐	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

of incorporation or organization)

(IRS Employer

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 November 14, 2024
Common Stock, $0.001 par value		7,853,202

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 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	27

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33

Item 4.	Controls and Procedures	33

PART II.	OTHER INFORMATION	34

Item 1.	Legal Proceedings	34

Item 1A.	Risk Factors	34

Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	34

Item 3.	Defaults Upon Senior Securities	34

Item 4.	Mine Safety Disclosures	34

Item 5.	Other Information	34

Item 6.	Exhibits	35

SIGNATURES		36

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BRANCHOUT FOOD INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

		September 30,			December 31,
		2024			2023
		(Unaudited)
Assets

Current assets:
Cash	$	1,069,193		$	657,789
Accounts receivable		940,560			635,549
Advances on inventory purchases		337,945			-
Inventory		844,025			336,805
Other current assets		149,570			48,100
Total current assets		3,341,293			1,678,243

Property and equipment, net		3,362,051			914,999
Right-of-use assets		1,983,629			147,228
Other assets		520,411			-
Note receivable		359,982			384,628

Total Assets	$	9,567,366		$	3,125,098

Liabilities and Stockholders’ Equity

Current liabilities:
Accounts payable	$	826,299		$	382,948
Accrued expenses		192,336			165,244
Notes payable, current portion		374,898			200,000
Notes payable, related parties		1,200,000			-
Notes payable, current portion		1,200,000			-
Operating lease liability, current portion		11,673			-
Finance lease liability, current portion		33,546			30,901
Total current liabilities		2,638,752			779,093

Convertible notes payable, related parties, net of discounts, net of current portion		1,916,629			-
Notes payable, net of current portion		34,500			34,500
Notes payable, related parties, net of discounts, net of current portion		1,450,345			-
Notes payable, net of current portion		1,450,345			-
Operating lease liability, net of current portion		1,926,970			-
Finance lease liability, net of current portion		75,529			101,029

Total Liabilities		8,042,725			914,622

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; 6,924,600 and 4,044,252 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively		6,925			4,044
Additional paid-in capital		17,594,377			15,016,973
Accumulated other comprehensive loss		(1,794	)		-
Accumulated deficit		(16,074,867	)		(12,810,541	)
Total Stockholders’ Equity		1,524,641			2,210,476

Total Liabilities and Stockholders’ Equity	$	9,567,366		$	3,125,098

See accompanying notes to financial statements.

BRANCHOUT FOOD INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

	2024			2023			2024			2023
	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023

Net revenue	$	2,181,495		$	906,996		$	5,011,497		$	1,347,401
Cost of goods sold		1,845,155			934,603			4,242,810			1,423,046
Gross profit (loss)		336,340			(27,607	)		768,687			(75,645	)

Operating expenses:
General and administrative		560,537			230,459			1,201,474			552,390
Salaries and wages		309,433			222,764			1,257,316			910,812
Professional fees		369,525			218,160			1,064,567			520,506
Total operating expenses		1,239,495			671,383			3,523,357			1,983,708

Operating loss		(903,155	)		(698,990	)		(2,754,670	)		(2,059,353	)

Other income (expense):
Interest income		2,882			3,001			8,577			8,757
Interest expense		(370,532	)		(10,004	)		(518,233	)		(406,000	)
Total other income (expense)		(367,650	)		(7,003	)		(509,656	)		(397,243	)

Net loss	$	(1,270,805	)	$	(705,993	)	$	(3,264,326	)	$	(2,456,596	)

Other comprehensive loss:
Loss on foreign currency translation	$	(1,852	)	$	-		$	(1,794	)	$	-

Net other comprehensive loss	$	(1,272,657	)	$	(705,993	)	$	(3,266,120	)	$	(2,456,596	)

Weighted average common shares outstanding - basic and diluted		6,651,065			3,984,144			5,015,563			2,286,164
Net loss per common share - basic and diluted	$	(0.19	)	$	(0.18	)	$	(0.65	)	$	(1.07	)

See accompanying notes to financial statements.

BRANCHOUT FOOD INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

	Shares		Amount		Shares		Amount		Capital		Payable		Income			Deficit			Equity
	For the Three Months Ended September 30, 2024
													Accumulated
									Additional				Other						Total
	Preferred Stock				Common Stock				Paid-In		Subscriptions		Comprehensive			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Payable		Income			Deficit			Equity
Balance, June 30, 2024		-	$	-		6,009,671	$	6,010	$	16,781,060	$	-	$	58		$	(14,804,062	)	$	1,983,066
Common stock issued pursuant to secondary public offering		-		-		222,500		223		163,537		-		-			-			163,760
Common stock units sold to executives		-		-		692,429		692		524,308		-		-			-			525,000
Stock options issued for services		-		-		-		-		14,565		-		-			-			14,565
Common stock warrants granted to note holders pursuant to debt financing		-		-		-		-		20,958		-		-			-			20,958
Amended warrants		-		-		-		-		89,949		-		-			-			89,949
Loss on foreign currency translation		-		-		-		-		-		-		(1,852	)		-			(1,852	)
Net loss		-		-		-		-		-		-		-			(1,270,805	)		(1,270,805	)
Balance, September 30, 2024		-	$	-		6,924,600	$	6,925	$	17,594,377	$	-	$	(1,794	)	$	(16,074,867	)	$	1,524,641

	For the Three Months Ended September 30, 2023
													Accumulated
									Additional				Other					Total
	Preferred Stock				Common Stock				Paid-In		Subscriptions		Comprehensive		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Payable		Income		Deficit			Equity
Balance, June 30, 2023		-	$	-		3,962,940	$	3,963	$	14,826,972	$	-	$	-	$	(10,635,434	)	$	4,195,501
Common stock issued for services		-		-		44,334		44		99,707		-		-		-			99,751
Stock options issued for services		-		-		-		-		11,146		-		-		-			11,146
Net loss		-		-		-		-		-		-		-		(705,993	)		(705,993	)
Balance, September 30, 2023		-	$	-		4,007,274	$	4,007	$	14,937,825	$	-	$	-	$	(11,341,427	)	$	3,600,405

	For the Nine Months Ended September 30, 2024
													Accumulated
									Additional				Other						Total
	Preferred Stock				Common Stock				Paid-In		Subscriptions		Comprehensive			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Payable		Income			Deficit			Equity
Balance, December 31, 2023		-	$	-		4,044,252	$	4,044	$	15,016,973	$	-	$	-		$	(12,810,541	)	$	2,210,476
Common stock issued pursuant to secondary public offering		-		-		1,972,500		1,973		1,162,712		-		-			-			1,164,685
Common stock units sold to executives		-		-		692,429		692		524,308		-		-			-			525,000
Common stock issued for services		-		-		215,419		216		289,869		-		-			-			290,085
Stock options issued for services		-		-		-		-		408,700		-		-			-			408,700
Common stock warrants granted to note holders pursuant to debt financing		-		-		-		-		101,866		-		-			-			101,866
Amended warrants		-		-		-		-		89,949		-		-			-			89,949
Loss on foreign currency translation		-		-		-		-		-		-		(1,794	)		-			(1,794	)
Net loss		-		-		-		-		-		-		-			(3,264,326	)		(3,264,326	)
Balance, September 30, 2024		-	$	-		6,924,600	$	6,925	$	17,594,377	$	-	$	(1,794	)	$	(16,074,867	)	$	1,524,641

	For the Nine Months Ended September 30, 2023
													Accumulated
									Additional				Other					Total
	Preferred Stock				Common Stock				Paid-In		Subscriptions		Comprehensive		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Payable		Income		Deficit			Equity
Balance, December 31, 2022		-	$	-		1,200,769	$	1,201	$	3,743,902	$	-	$	-	$	(8,884,831	)	$	(5,139,728	)
Balance		-	$	-		1,200,769	$	1,201	$	3,743,902	$	-	$	-	$	(8,884,831	)	$	(5,139,728	)
Common stock issued pursuant to initial public offering		-		-		1,190,000		1,190		4,940,856		-		-		-			4,942,046
Common stock issued for services		-		-		44,334		44		99,707		-		-					99,751
Stock options issued for services		-		-		-		-		79,638		-		-		-			79,638
Common stock issued for debt conversions		-		-		1,572,171		1,572		6,027,632		-		-		-			6,029,204
Common stock warrants granted to note holders pursuant to debt financing		-		-		-		-		46,090		-		-		-			46,090
Net loss		-		-		-		-		-		-		-		(2,456,596	)		(2,456,596	)
Balance, September 30, 2023		-	$	-		4,007,274	$	4,007	$	14,937,825	$	-	$	-	$	(11,341,427	)	$	3,600,405
Balance		-	$	-		4,007,274	$	4,007	$	14,937,825	$	-	$	-	$	(11,341,427	)	$	3,600,405

See accompanying notes to financial statements.

BRANCHOUT FOOD INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	2024			2023
	For the Nine Months Ended
	September 30,
	2024			2023
Cash flows from operating activities
Net loss	$	(3,264,326	)	$	(2,456,596	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		173,285			167,520
Amortization of debt discounts		242,630			46,090
Common stock issued for services		290,085			99,751
Options and warrants issued for services		408,700			79,638
Amended warrants		89,949			-
Decrease (increase) in assets:
Accounts receivable		(305,011	)		(244,446	)
Advances on inventory purchases		(337,945	)		(398,245	)
Inventory		(507,220	)		(181,356	)
Other current assets		(101,470	)		(295,527	)
Right-of-use asset		106,957			10,130
Other assets		(520,411	)		-
Increase (decrease) in liabilities:
Accounts payable		443,351			(111,631	)
Accounts payable, related parties		-			15,750
Accrued expenses		27,092			10,674
Operating lease liability		(4,715	)		-
Net cash used in operating activities		(3,259,049	)		(3,258,248	)

Cash flows from investing activities
Purchase of property and equipment		(2,120,337	)		(66,565	)
Payments received on notes receivable		24,646			-
Net cash used in investing activities		(2,095,691	)		(66,565	)

Cash flows from financing activities
Payment of deferred offering costs		(413,315	)		(740,290	)
Proceeds received on convertible notes payable, related parties		1,925,000			25,000
Proceeds received on convertible notes payable, unrelated parties		-			442,500
Proceeds received on notes payable		-			370,000
Repayment of notes payable		(325,102	)		(2,420,000	)
Proceeds received on notes payable, related parties		2,616,210			-
Repayment of notes payable, related parties		(115,000	)		-
Repayments on revolving line of credit		-			(91,541	)
Principal payments on finance lease		(22,855	)		(26,819	)
Proceeds from sale of common stock		2,103,000			6,226,000
Net cash provided by financing activities		5,767,938			3,784,850

Effect of exchange rate changes on cash		(1,794	)		-

Net increase in cash		411,404			460,037
Cash and restricted cash - beginning of period		657,789			548,447
Cash - ending of period	$	1,069,193		$	1,008,484

Supplemental disclosures:
Interest paid	$	126,979		$	429,280
Income taxes paid	$	-		$	-

Non-cash investing and financing transactions:
Equipment purchased with debt financing	$	500,000		$	-
Relative fair value of warrants issued as a debt discount	$	101,866		$	46,090
Relative fair value of shares issued on debt conversions	$	-		$	6,029,204
Initial recognition of right-of-use assets and lease liabilities	$	1,943,358		$	168,320

See accompanying notes to financial statements.

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 – Nature of Business and Significant Accounting Policies

Nature of Business

BranchOut Food Inc. (“BranchOut,” the “Company,” “we,” “our” or “us”) was incorporated as Avochips Inc. in Oregon on February 21, 2017, and converted into AvoLov, LLC, an Oregon limited liability company, on November 2, 2017. On November 19, 2021, the Company converted from an Oregon limited liability company into BranchOut Food Inc., a Nevada corporation. The Company is engaged in the development, marketing, sale, and distribution of plant-based, dehydrated fruit and vegetable snacks and powders. On April 26, 2024, the Company formed a wholly-owned subsidiary in Peru, in the form of a legal entity called a branch, for the purpose of operating a 50,000 square-foot food processing plant in Pisca, Peru (the “Peru Facility”). The Company began manufacturing products at the Peru Facility in October, 2024. The Company also purchases inventory from contract manufacturers based in South America and North America. The Company’s products are produced using a new proprietary dehydration technology that the Company licenses from a third party. The Company’s customers are primarily located throughout the United States.

Basis of Accounting

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting and as required by pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of items of a normal and recurring nature) necessary to present fairly the financial position as of September 30, 2024, the results of operations for the three and nine months ended September 30, 2024 and 2023, and cash flows for the nine months ended September 30, 2024 and 2023. The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the full year. The balance sheet as of December 31, 2023 was derived from our audited financial statements. The accompanying condensed consolidated financial statements and notes thereto should be read in conjunction with the audited financial statements for the year ended December 31, 2023, which were included in our Annual Report on Form 10-K. The Company follows the same accounting policies in the preparation of interim reports.

When preparing financial statements in conformity with GAAP, we must make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at September 30, 2024:

Name of Entity	Jurisdiction	Relationship
BranchOut Food Inc.⁽¹⁾	Nevada, U.S.	Parent
BranchOut Food Sucursal Peru⁽²⁾	Peru	Subsidiary

⁽¹⁾	Holding company in the form of a corporation.
⁽²⁾	Peruvian wholly-owned subsidiary of BranchOut Food Inc. in the form of a branch.

The consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. The Company’s headquarters are located in Bend, Oregon.

Reclassifications

Certain reclassifications have been made to the prior years’ financial statements to conform to current year presentation. These reclassifications had no effect on previously reported results of operations or retained earnings.

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Going Concern

As shown in the accompanying condensed consolidated financial statements, as of September 30, 2024, the Company has incurred recurring losses from operations resulting in an accumulated deficit of $16,074,867, with working capital of $702,541, which may not be sufficient to sustain operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new customers to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations. Management believes these factors will contribute to achieving profitability. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. These condensed consolidated financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities, that might be necessary should the Company be unable to continue as a going concern.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Segment Reporting

ASC 280, Segment Reporting, requires annual and interim reporting for an enterprise’s operating segments and related disclosures about its products, services, geographic areas and major customers. An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenues and expenses, and about which separate financial information is regularly evaluated by the chief operating decision maker in deciding how to allocate resources. The Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations.

Fair Value of Financial Instruments

The Company discloses the fair value of certain assets and liabilities in accordance with ASC 820 – Fair Value Measurement and Disclosures (ASC 820). Under ASC 820-10-05, the FASB establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts receivable, accounts payable and accrued expenses reported on the balance sheets are estimated by management to approximate fair value primarily due to the short-term nature of the instruments.

Cash and Cash Equivalents

Cash equivalents include money market accounts which have maturities of three months or less. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. Cash equivalents are stated at cost plus accrued interest, which approximates market value. There were no cash equivalents on hand on September 30, 2024 or December 31, 2023.

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Cash in Excess of FDIC Insured Limits

The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000, under current regulations. The Company had $631,973 and $407,789 in excess of FDIC insured limits on September 30, 2024 and December 31, 2023, respectively, and has not experienced any losses in such accounts.

Accounts Receivable

Accounts receivable is carried at their estimated collectible amounts. Trade accounts receivable is periodically evaluated for collectability based on past credit history with customers and their current financial condition. The Company had no allowance for doubtful accounts on September 30, 2024 or December 31, 2023.

Inventory

The Company’s products consist of pre-packaged and bulk-dried fruit and vegetable-based snacks, powders and ingredients purchased from contract-manufacturers in Chile and/or Peru. Raw materials consist of packaging materials. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable value. No reserve for obsolete inventories has been recognized. Inventory, consisting of raw materials and finished goods are stated at the lower of cost or net realizable value using the average cost valuation method, and consisted of the following as of September 30, 2024 and December 31, 2023:

Schedule of Inventory

	September 30,		December 31,
	2024		2023
Raw materials	$	478,630	$	13,734
Finished goods		365,395		323,071
Total inventory		844,025		336,805

The Company had prepaid inventory advances on product in the amount of $337,945 as of September 30, 2024. Advances of 70% of estimated finished product costs are made to enable manufacturers to purchase raw materials necessary to produce finished products. The remaining 30% of finished product costs are paid upon receipt of finished goods.

Property and Equipment

Property and equipment are stated at the lower of cost or estimated net recoverable amount. The cost of property, plant and equipment is depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based on the following life expectancy:

Schedule of Estimated Useful Lives

Office equipment			3 years
Furniture and fixtures			5 years
Equipment and machinery			5-7 years

Repairs and maintenance expenditures are charged to operations as incurred. Major improvements and replacements, which extend the useful life of an asset, are capitalized, and depreciated over the remaining estimated useful life of the asset. When assets are retired or sold, the cost and related accumulated depreciation are eliminated, and any resulting gain or loss is reflected in operations.

Impairment of Long-Lived Assets

Long-lived assets held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired. Recoverability is assessed using undiscounted cash flows based upon historical results and current projections of earnings before interest and taxes. Impairment is measured using discounted cash flows of future operating results based upon a rate that corresponds to the cost of capital. Impairments are recognized in operating results to the extent that carrying value exceeds discounted cash flows of future operations.

Our indefinite-lived brand names and trademarks acquired and are assigned an indefinite life as we anticipate that these brand names will contribute cash flows to the Company perpetually. We evaluate the recoverability of intangible assets periodically by considering events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired. The Company expenses internally developed trademarks.

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

License Agreement

The Company is party to a license agreement under which it is licensed to utilize certain technology and production equipment developed and manufactured by another company relating to avocado products. The license is not discernible from the equipment; therefore, the license costs have been capitalized and depreciated over the useful life of the equipment. The license agreement also entitles the licensor to a royalty on all revenue from the sale of products produced using the equipment. These royalties are recognized as royalty expenses as the products are sold. There have been no royalty payments to date, and any future minimum royalty payments or equipment purchases under this license agreement are an unrecognized commitment as they relate to retaining exclusivity of the avocado products going forward. See Note 15, below.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customer. Under ASC 606, the Company recognizes revenue from the sale of its plant-based snack products in accordance with a five-step model in which the Company evaluates the transfer of promised goods or services and recognizes revenue when customers obtain control of promised goods or services in an amount that reflects the consideration which the Company expects to be entitled to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The Company has elected, as a practical expedient, to account for the shipping and handling as fulfillment costs, rather than as separate performance obligations, and the related costs are recorded as selling expenses in general and administrative expenses in the statement of operations. Revenue is reported net of applicable provisions for discounts, returns and allowances. Methodologies for determining these provisions are dependent on customer pricing and promotional practices. The Company records reductions to revenue for estimated product returns and pricing adjustments in the same period that the related revenue is recorded. These estimates are based on industry-based historical data, historical sales returns, if any, analysis of credit memo data, and other factors known at the time.

The Company’s sales are predominantly generated from the sale of finished products to retailers, and to a lesser extent, direct to consumers through third party website platforms. These sales contain a single performance obligation, and revenue is recognized at a single point in time when ownership, risks and rewards transfer. Typically, this occurs when the goods are received by the retailer or customer, or when the title of goods is exchanged. Revenues are recognized in an amount that reflects the net consideration the Company expects to receive in exchange for the goods.

The Company promotes its products with advertising, consumer incentives and trade promotions. These programs include discounts, slotting fees, coupons, rebates, in-store display incentives and volume-based incentives. Customer trade promotion and consumer incentive activities are recorded as a reduction to the transaction price based on amounts estimated as being due to customers and consumers at the end of a period. The Company derives these estimates based principally on historical utilization and redemption rates. The Company does not receive a distinct service in relation to the advertising, consumer incentives and trade promotions. Payment terms in the Company’s invoices are based on the billing schedule established in contracts and purchase orders with customers.

Expenses such as slotting fees, sales discounts, and allowances are accounted for as a direct reduction of revenues as follows for the three and nine months ended September 2024 and 2023:

Schedule of Revenue

	2024		2023		2024		2023
	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023

Revenue	$	2,258,468	$	1,124,578	$	5,181,132	$	1,576,571
Less: slotting, discounts, and allowances		76,973		217,582		169,635		229,170
Net revenue	$	2,181,495	$	906,996	$	5,011,497	$	1,347,401

Cost of Goods Sold

Cost of goods sold represents costs directly related to the purchase, production and manufacturing of the Company’s products. Costs include purchase costs, product development, freight-in, packaging, and print production costs.

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Advertising Costs

The Company expenses the cost of advertising and promotions as incurred. Advertising and promotions expense was $223,801 and $105,402 for the nine months ended September 30, 2024 and 2023, respectively.

Stock-Based Compensation

The Company accounts for equity instruments issued to employees and non-employees in accordance with the provisions of ASC 718 Stock Compensation (“ASC 718”). All transactions in which the consideration provided in exchange for the purchase of goods or services consists of the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

The Company incurred stock-based compensation of $698,785 and $179,389 for the nine months ended September 30, 2024 and 2023, respectively.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.

In July 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-03 to amend various SEC paragraphs in the Accounting Standards Codification to primarily reflect the issuance of SEC Staff Accounting Bulletin No. 120. ASU No. 2023-03, “Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280—General Revision of Regulation S-X: Income or Loss Applicable to Common Stock.” ASU 2023-03 amends the ASC for SEC updates pursuant to SEC Staff Accounting Bulletin No. 120; SEC Staff Announcement at the March 24, 2022 Emerging Issues Task Force (“EITF”) Meeting; and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 - General Revision of Regulation S-X: Income or Loss Applicable to Common Stock. These updates were immediately effective and did not have a significant impact on our financial statements.

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 2 – Related Party Transactions

Kaufman Convertible Note

On July 15, 2024, the Company entered into a Securities Purchase Agreement (as amended, the “SPA”) with Daniel L. Kaufman, pursuant to which Mr. 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”) to be made to the Company under the Convertible Note, subject to the terms and conditions thereof. On July 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.

On July 24, 2024, the Company issued the Purchased Securities to the Investor in consideration of the Investor making the Initial Loan to the Company.

The 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.

The Company’s obligations under the Convertible Note are secured by a lien granted to the Investor on substantially all of the Company’s assets pursuant to a Security Agreement entered between the Company and the Investor (the “Security Agreement”). In addition, the Convertible Note includes affirmative and negative covenants, events of defaults and other terms and conditions, customary in transactions of this nature.

Kaufman Promissory Note

On 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 the earlier of (i) December 31, 2024, or (ii) the funding by Kaufman Kapital of an additional loan to the Company in the amount of $1,400,000 under the Convertible Note. The loan 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.

Eagle Vision Promissory Notes

In 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.

On 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.

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Pursuant 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.

The 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.

Each Warrant is exercisable for a ten-year period at an exercise price of $1.00 per share.

Unit Offering Sale of Common Stock and Warrants

On 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.

Common Stock Options Issued for Services

On February 22, 2024, the Company granted options to purchase 140,000 shares of the Company’s common stock, having an exercise price of $1.92 per share, exercisable over a 10-year term, to the Company’s CEO. The options vested immediately.

On February 22, 2024, the Company granted options to purchase 75,000 shares of the Company’s common stock, having an exercise price of $1.92 per share, exercisable over a 10-year term, to the Company’s CFO. The options vested immediately.

Note 3 – Formation of Subsidiary

On April 26, 2024, the Company formed a wholly-owned subsidiary in Peru, in the form of a legal entity called a branch, for the purpose of operating the 50,000 square-foot Peru Facility. The Company began manufacturing products at the Peru Facility in October of 2024.

Note 4 – Fair Value of Financial Instruments

Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.

The Company has cash, notes receivable, derivative liabilities and debts that must be measured under the fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of September 30, 2024 and December 31, 2023:

	Level 1		Level 2			Level 3
	Fair Value Measurements at September 30, 2024
	Level 1		Level 2			Level 3
Assets
Cash	$	1,069,193	$	-		$	-
Right-of-use-assets		-		-			1,983,629
Notes receivable		-		359,982			-
Total assets		1,069,193		359,982			1,983,629
Liabilities
Convertible notes payable, net of $83,371 of discounts		-		-			1,916,629
Notes payable		-		409,398			-
Notes payable, related parties, net of $109,655 of discounts		-		2,650,345			-
Lease liabilities		-		-			2,047,718
Total liabilities		-		3,059,743			3,964,347
Total assets and liabilities		1,069,193		(2,699,761	)		(1,980,718	)

	Level 1		Level 2		Level 3
	Fair Value Measurements at December 31, 2023
	Level 1		Level 2		Level 3
Assets
Cash	$	657,789	$	-	$	-
Right-of-use-asset		-		-		147,228
Notes receivable		-		384,628		-
Total assets		657,789		384,628		147,228
Liabilities
Notes payable		-		234,500		-
Lease liability		-		-		131,930
Total liabilities		-		234,500		131,930
Total assets and liabilities		657,789		150,128		15,298

There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the nine months ended September 30, 2024, or the year ended December 31, 2023.

Note 5 – Major Customers and Accounts Receivable

The Company had certain customers whose revenue individually represented 10% or more of the Company’s total net revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as follows:

For the nine months ended September 30, 2024, two customers accounted for 99% of net revenue and 97% of accounts receivable at the end of the period, and for the nine months ended September 30, 2023, two customers accounted for 87% of net revenue and 79% of accounts receivable at the end of the period.

Note 6 – Other Current Assets

Other current assets consisted of the following as of September 30, 2024 and December 31, 2023:

Schedule of Other Current Assets

	September 30,		December 31,
	2024		2023
Prepaid insurance costs	$	23,485	$	2,403
Prepaid advertising and trade show fees		32,199		20,106
Prepaid professional fees & license fees		45,202		6,056
Prepaid software service		8,978		-
Interest receivable		28,018		19,535
Refund receivable		11,688		-
Total other current assets	$	149,570	$	48,100

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 7 – Property and Equipment

Property and equipment as of September 30, 2024 and December 31, 2023 consisted of the following:

Schedule of Property and Equipment

	September 30,			December 31,
	2024			2023
Equipment and machinery	$	3,853,671		$	1,233,334
Less: Accumulated depreciation		(491,620	)		(318,335	)
Total property and equipment, net	$	3,362,051		$	914,999

Depreciation of property and equipment was $173,285 and $167,520 for the nine months ended September 30, 2024 and 2023, respectively.

Note 8 – Other Assets

Other assets consisted of the following as of September 30, 2024 and December 31, 2023:

Schedule of Other Assets

	September 30,		December 31,
	2024		2023
Deposit on first position mortgage⁽¹⁾	$	275,000	$	-
VAT tax receivable⁽²⁾		245,411		-
Total other current assets	$	520,411	$	-

⁽¹⁾

On May 10, 2024, in connection with the lease of the Company’s Peru Facility, the Company paid $275,000 toward the purchase of a first position mortgage receivable in the amount of $1,267,000, which is secured by the Peru Facility and was owed by the landlord of the Peru Facility to its former tenant, for a purchase price of $1,267,000. The remaining $992,000 was due and payable on August 10, 2024, subject to certain requirements which haven’t yet been met, therefore the Company has deferred payment until a later date, to be determined.

⁽²⁾

VAT tax receivable is comprised of taxes that were paid as the Company imported equipment and raw materials into Peru. These taxes will be refunded as inventory is exported, or if equipment is exported for any unforeseeable reason.

Note 9 – Notes Receivable

Nanuva Note Receivable

On February 4, 2021, the Company entered into a Manufacturing and Distributorship Agreement (“MDA”) with Natural Nutrition SpA, a Chilean company (“Nanuva”), in which the Company loaned $500,000 to Nanuva (“Advance Payment”) to help finance the capital investment needed for Nanuva to purchase two industrial fruit drying machines to be used in servicing the Company’s manufacturing needs. Pursuant to the MDA, the Company is entitled to recover the Advance Payment in full no later than May 31, 2027, which prior to repayment, will bear interest at 3% per annum. The Advance Payment is to be repaid pursuant to a two-dollar ($2/kg) deduction in the price of any product exported by Nanuva to the Company with certain mandatory minimum annual payments. Repayments commence on the earlier of a) the first invoice issued by Nanuva after installation of the drying equipment, or b) June 30, 2021. The MDA expires on May 31, 2027, with automatic annual renewals thereafter, unless it is terminated in accordance with the terms of the MDA. The Company deferred collection of the minimum annual payment requirement for 2023 until 2024 when several large orders were placed. As of September 30, 2024, a total of $140,018 of the Advance Payment had been repaid as a reduction of inventory costs, consisting of $140,018 of principal and $16,223 of interest. All payments consisted of reductions in inventory costs, other than a payment of $15,000 in cash on March 24, 2021. As of September 30, 2024, a total of $388,000 was outstanding from Nanuva, consisting of $359,982 of principal and $28,018 of unpaid interest. As of December 31, 2023, a total of $404,163 was outstanding from Nanuva, consisting of $384,628 of principal and $19,535 of unpaid interest. The Advance Payment is collateralized by a second lien in the equipment. Pursuant to the MDA, the Company has been appointed as Nanuva’s exclusive distributor in the following territories:

	Exclusivity	Minimum Volume
Product	Territories	(Kg/month)(“MOQ”)
Avocado Powder	Worldwide (except Chile)		1,000
Banana Chips	Worldwide (except Chile)		1,000
Avocado Snacks	North America (Canada and USA)		1,000
Avocado Chips	Worldwide		1,000
Other Powders	No Exclusivity		-0-

Note 10 – Accrued Expenses

Accrued expenses consisted of the following as of September 30, 2024 and December 31, 2023, respectively:

Schedule of Accrued Expenses

	September 30,		December 31,
	2024		2023
Accrued payroll and taxes	$	72,550	$	43,376
Accrued interest		61,252		2,577
Accrued chargebacks		58,534		119,291
Total accrued expenses	$	192,336	$	165,244

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 11 – Convertible Notes Payable, Related Parties

As discussed in further detail in Note 2, on July 24, 2024, the Company issued to Kaufman Kapital in a private placement, (i) a 12% Senior Secured Convertible Promissory Note in the principal amount of up to $3,400,000, a (ii) a warrant to purchase 1,000,000 shares of common stock at an exercise price of $1.00 per share, and (iii) a warrant to purchase 500,000 shares of common stock at an exercise price of $1.50 per share, in consideration of an initial loan in the principal amount of $2,000,000 made to the Company under the Convertible Note.

The Company’s obligations under the Convertible Note are secured by a lien granted to the Investor on substantially all of the Company’s assets pursuant to the Security Agreement. In addition, the Convertible Note includes affirmative and negative covenants, events of defaults and other terms and conditions, customary in transactions of this nature.

The Company recognized $57,957 of interest expense on convertible notes payable, related parties for the nine months ended September 30, 2024, consisting of $45,370 of stated interest expense, $9,838 of amortized debt discounts and $2,749 of amortized debt discounts due to warrants.

Note 12 – Notes Payable

Notes payable consists of the following as of September 30, 2024 and December 31, 2023:

Schedule of Notes Payable

	September 30,		December 31,
	2024		2023
On May 22, 2023, the Company entered into an equipment purchase agreement with the EnWave Corporation (“EnWave”), for the purchase of a used 100kW Rev vacuum microwave dehydration machine (the “EnWave Machine”). Cash payments of $500,000 were paid towards the $1,000,000 purchase price on the EnWave Machine, while the $500,000 balance due is to be paid in twelve (12) monthly installments of $44,424, bearing interest 12% per annum, commencing August 1, 2024.	$	374,898	$	-
On May 22, 2023, the Company entered into an equipment purchase agreement with the EnWave Corporation (“EnWave”), for the purchase of a used 100kW Rev vacuum microwave dehydration machine (the “EnWave Machine”). Cash payments of $500,000 were paid towards the $1,000,000 purchase price on the EnWave Machine, while the $500,000 balance due is to be paid in twelve (12) monthly installments of $44,424, bearing interest 12% per annum, commencing August 1, 2024.	$	374,898	$	-

On March 15, 2023, the Company completed the sale of a $200,000 Promissory Note to The John & Kristen Hinman Trust Dated February 23, 2016 (the “Hinman Note”), pursuant to the Loan Agreement between the Company and the Hinman Trust. The Hinman Note carried interest at 18% per annum. The Hinman Note was repaid on January 2, 2024.		-		200,000

On May 17, 2020, the Company entered into a loan agreement with the United States Small Business Administration (the “SBA”), as lender, pursuant to the SBA’s Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business (the “EIDL Loan Agreement”) encompassing a $34,500 Promissory Note issued to the SBA (the “EIDL Note”) (together with the EIDL Loan Agreement, the “EIDL Loan”), bearing interest at 3.75% per annum. In connection with entering into the EIDL Loan, the Company also executed a security agreement, dated May 17, 2020, between the SBA and the Company pursuant to which the EIDL Loan is secured by a security interest on all of the Company’s assets. Under the EIDL Note, the Company is required to pay principal and interest payments of $169 every month beginning May 17, 2021; however, the SBA extended the repayment date to November 17, 2022. All remaining principal and accrued interest is due and payable on May 17, 2050. The EIDL Note may be repaid at any time without penalty.		34,500		34,500

Total notes payable	$	409,398	$	234,500
Less: current maturities		374,898		200,000
Notes payable, less current maturities	$	34,500	$	34,500

The Company recognized $9,231 and $251,249 of interest expense on notes payable for the nine months ended September 30, 2024 and 2023, respectively. Interest expense included $46,090 of amortized debt discounts due to warrants issued on a Subordinated Note during the nine months ended September 30, 2023.

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 13 – Notes Payable, Related Parties

Kaufman Note

As discussed in Note 2, on 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 issued by the Company to Kaufman Kapital. The Note matures on the earlier of (i) December 31, 2024, or (ii) the funding by Kaufman Kapital of an additional loan to the Company in the amount of $1,400,000 under the Convertible Note. The loan 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.

Eagle Vision Notes

As discussed in Note 2, in connection with the sale of the Purchased Securities to Kaufman Kapital under the SPA, the Company entered into an Omnibus Amendment to Note Documents with substantially all of 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.

During the period of May 14, 2024 through May 22, 2024, the Company completed the sale of an aggregate of $1,050,000 of Senior Notes, and Warrants to purchase an aggregate of 262,500 shares of the Company’s common stock, to a group of Investors led by Eagle Vision, an affiliate of John Dalfonsi, a director of the Company and its Chief Financial Officer. The sales were effected pursuant to a Subscription Agreement, dated January 10, 2024, between the Company and the investors in the Senior Notes, as amended by an amendment (“First Amendment”) to the Subscription Agreement dated as of April 16, 2024 (as so amended, the “Subscription Agreement”).

The Senior 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 Senior 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 the Security Agreement entered into by the Company on January 10, 2024 in favor of holders of the Senior Notes (the “Security Agreement”). Each Warrant is exercisable for a ten-year period at an exercise price of $1.00 per share.

On April 16, 2024, the Company completed the sale of $225,000 of Senior Notes, and Warrants to purchase an aggregate of 56,250 shares of the Company’s common stock, to a group of seven Investors, pursuant to a First Amendment to the Subscription Agreement between the Company and the Investors dated as of April 16, 2024. The First Amendment incorporates and amends certain provisions of the Subscription Agreement, dated January 10, 2024, previously entered into by the Company and investors that purchased Notes and Warrants from the Company on January 10, 2024 (the “January Investors”). On July 30, 2024, the Company repaid an aggregate total of $115,000 of principal to three of the seven Investors in settlement of their promissory notes.

The First Amendment also (i) increased the aggregate principal amount of the Senior Notes available to be sold from time to time under the Subscription Agreement from $400,000 to $2,000,000, (ii) increased the number of shares of common stock of the Company available to be issued under Warrants sold from time to time under the Subscription Agreement from 100,000 to 600,000, (iii) provides for an aggregate one-time payment in the amount of $46,290 to the January Investors and the issuance to them of Warrants to purchase 100,000 shares of common stock, in consideration of their agreement to enter into the First Amendment, and (iv) provided for the payment of up to $80,000 to Eagle Vision Fund with the proceeds of Notes to be issued by the Company at subsequent closings of sales of Senior Notes and Warrants, in consideration of services rendered and to be rendered by Eagle Vision to holders of the Senior Notes while the Notes are outstanding, including acting as collateral agent and due diligence and collateral monitoring services.

On January 9, 2024, the Company completed the sale of $400,000 of Senior Notes and Warrants to purchase an aggregate of 100,000 shares of the Company’s common stock, to a group of six Investors led by Eagle Vision, pursuant to a Subscription Agreement between the Company and the Investors.

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

In accordance with ASC 470, the Company recorded total discounts of $339,698, including $80,908 on the relative fair value of the Warrants, incurred as of September 30, 2024. The discounts are being amortized to interest expense over the term of the debentures using the effective interest method. The Company recorded an aggregate $92,168 of interest expense pursuant to the amortization of note discounts for the nine months ended September 30, 2024. As of September 30, 2024, there were $247,530 of unamortized expenses expected to be expensed over the remaining life of the outstanding debt.

Eagle Vision has been paid aggregate cash fees in the amount of $177,500 from the sales of the Senior Notes in consideration of services rendered and to be rendered by Eagle Vision to the Company and the holders of the Senior Notes, including for conducting due diligence with respect to the Company, monitoring the performance by the Company of its obligations under the Senior Notes, servicing the interest and principal payments for holders of the Senior Notes, 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. The Company has also paid an aggregate of $35,000 of the investors’ legal fees from sales of the Senior Notes.

To date, in a series of closings pursuant to the Subscription Agreement, including the most recent sales described above, the Company has issued an aggregate $1,675,000 of principal pursuant to the Senior Notes, and Warrants to purchase an aggregate 518,750 shares of common stock.

Notes payable, related parties, consists of the following as of September 30, 2024 and December 31, 2023:

	September 30,		December 31,
	2024		2023

Total Kaufman Note	$	1,200,000	$	-

Total Senior Notes held by Eagle Vision	$	1,560,000	$	-
Total Senior Notes payable	$	1,560,000	$	-
Total notes payable, related parties		2,760,000		-
Less: debt discounts		109,655		-
Less: current maturities		1,200,000		-
Notes payable, related parties, less current maturities	$	1,450,345	$	-

The Company recognized $450,845 of interest expense on notes payable, related parties for the nine months ended September 30, 2024, consisting of $130,853 of stated interest expense, $175,473 of amortized debt discounts and $54,570 of amortized debt discounts due to warrants, along with $89,949 of additional interest expense related to the modification of warrants, issued to eagle Vision Investors.

The Company recognized aggregate interest expense for the nine months ended September 30, 2024 and 2023 respectively, as follows:

Schedule of Recognized Interest Expense

	September 30,		September 30,
	2024		2023
Interest on convertible notes payable, related parties	$	45,370	$	3,696
Amortization of debt discounts on related party convertible notes		9,838		-
Amortization of debt discounts on related party convertible notes, warrants		2,749		-
Amortization of debt discounts on related party convertible notes		2,749		-
Interest on convertible notes payable		-		138,316
Interest on notes payable		9,231		205,159
Interest on notes payable, related parties		131,053		-
Interest on notes payable		131,053		-
Amortization of debt discounts on related party notes		175,473		-
Amortization of debt discounts on modification of Eagle Vision warrants		89,949		-
Amortization of debt discounts on related party notes, warrants		54,570		46,090
Amortization of debt discounts on related party notes		54,570		46,090
Interest on revolving line of credit		-		8,251
Finance charge on letter of credit		-		2,082
Interest on credit cards		-		2,406
Total interest expense	$	518,233	$	406,000

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 14 – Leases

Equipment Lease

The Company has financed production equipment with an acquisition cost of approximately $168,141 under a finance lease with a five-year term and a bargain purchase price of $1.00 at the end of the lease term. The finance lease commenced on May 9, 2023 and expires on August 31, 2027, with monthly lease payments of $3,657 commencing June 1, 2023, subject to the ASU 2016-02. As the Company’s lease does not provide implicit discount rates, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.

Peru Facility Lease

On May 10, 2024, the Company entered into a ten-year lease for the 50,000 square-foot Peru Facility, which commenced operations in October of 2024. The lease of the Peru Facility requires monthly lease payments of $8,000 in the first two years of the lease, $20,000 in the third year of the lease, $22,000 in the fourth year of the lease, $24,000 in the fourth year of the lease, and $25,000 thereafter. The lease also has a 10-year renewal option, and a buy-out option under which we may purchase the Peru Facility for $1,865,456.

In connection with the lease of the Peru Facility, the Company entered into a first position mortgage receivable in the amount of $1,267,000, which is secured by the Peru Facility and was owed by the landlord of the Peru Facility to its former tenant, for a purchase price of $1,267,000, of which $275,000 was paid by us on May 10, 2024. The remaining $992,000 was due and payable on August 10, 2024, subject to certain requirements which haven’t yet been met, therefore the Company has deferred payment until a later date, to be determined.

The components of lease expense were as follows:

	2024		2023
	For the Nine Months Ended
	September 30,
	2024		2023
Operating lease cost:
Amortization of right-of-use asset	$	80,973	$	-
Interest on lease liability		35,284		-
Total operating lease cost		116,257		-
Finance lease cost:
Amortization of right-of-use asset	$	25,985	$	-
Interest on lease liability		10,059		-
Total finance lease cost		36,044		-
Total finance lease cost	$	152,301	$	-

Supplemental balance sheet information related to leases was as follows:

	September 30,			December 31,
	2024			2023
Operating lease:
Operating lease assets	$	1,862,386		$	-

Current portion of operating lease liability	$	11,673			-
Noncurrent operating lease liability		1,926,970			-
Total operating lease liability	$	1,938,643		$	-
Finance lease:
Finance lease assets	$	121,243		$	147,228

Current portion of finance lease liability	$	33,546			30,901
Noncurrent finance lease liability		75,529			101,029
Total finance lease liability	$	109,075		$	131,930

Weighted average remaining lease term:
Operating lease		9.58 years			-
Finance lease		2.66 years			3.35 years

Weighted average discount rate:
Operating lease		4.45	%		-
Finance lease		11.00	%		11.00	%

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Supplemental cash flow and other information related to finance leases was as follows:

	2024		2023
	For the Nine Months Ended
	September 30,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases	$	4,715	$	-
Finance cash flows used for finance leases	$	22,855	$	-
				-
Leased assets obtained in exchange for lease liabilities:				-
Total operating lease liabilities	$	1,943,358	$	-
Total finance lease liabilities	$	168,320	$	-

The future minimum lease payments due under operating leases as of September 30, 2024 is as follows:

Year Ending	Minimum Lease
December 31,	Commitments
2024 (for the three months remaining)	$	24,000
2025		96,000
2026		192,000
2027		256,000
2028		280,000
Thereafter		1,596,000
Total minimum lease payments		2,444,000
Less effects of discounting		505,357
Lease liability recognized		1,938,643
Less current portion		11,673
Long-term operating lease liability	$	1,926,970

The future minimum lease payments due under finance leases as of September 30, 2024 is as follows:

Year Ending	Minimum Lease
December 31,	Commitments
2024 (for the three months remaining)	$	10,972
2025		43,886
2026		43,886
2027		29,258
Total minimum lease payments		128,002
Less effects of discounting		18,927
Lease liability recognized		109,075
Less current portion		33,546
Long-term finance lease liability	$	75,529

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 15 – Commitments and Contingencies

Legal Matters

From time to time, the Company may be a party to various legal matters, threatened claims, or proceedings in the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. The Company assesses, in conjunction with its legal counsel, the need to record a liability for litigation and contingencies. Legal accruals are recorded when and if it is determined that a loss related to a certain matter is both probable and reasonably estimable. There are currently no pending legal matters.

Operating Lease

On May 10, 2024, the Company entered into a ten-year lease for the 50,000 square-foot Peru Facility, which commenced operations in October of 2024. The lease requires monthly lease payments of $8,000 in the first two years of the lease, $20,000 in the third year of the lease, $22,000 in the fourth year of the lease, $24,000 in the fourth year of the lease, and $25,000 thereafter. The lease also has a 10-year renewal option, and a buy-out option under which the Company may purchase the Peru Facility for $1,865,456.

Finance Lease

The Company leases equipment under a non-cancelable finance lease payable in monthly installments of $3,657 expiring on August 31, 2027.

Other Contractual Commitments

On January 19, 2022, the Company entered into a contract manufacturing agreement with NXTDried Superfoods SAC to produce products for distribution by the Company. The Company agreed to pre-pay for inventory via an advance to enable the manufacturer to invest in necessary processing facilities that will be reimbursed to the Company on an agreed per kg basis over the period of 2022 to 2026.

On May 7, 2021, the Company entered into a license agreement (“License Agreement”) with EnWave, pursuant to which EnWave licensed to the Company a collection of patents and intellectual property (the “EnWave Technology”) used to manufacture and operate vacuum microwave dehydration machines purchased by the Company from EnWave (the “EnWave Equipment”). The License Agreement was amended on October 26, 2022, September 27, 2023 and May 23, 2024, to, among other things, modify the exclusivity retention royalty payments required to be paid by the Company. The License Agreement entitles EnWave to a fixed royalty percentage on all of the Company’s revenue from the sale of products produced using the EnWave Technology, net of trade or volume discounts, refunds paid, settled claims for damaged goods, applicable excise, sales and withholding taxes imposed at the time of the sale, and provides the Company with certain exclusivity rights with respect to the production of avocado products. In order to maintain the exclusivity, the Company must make annual royalty minimum payments to EnWave of $250,000 per year, commencing in 2025 and continuing through each subsequent year in perpetuity, as long as the Company elects to maintain exclusivity.

In addition to the initial EnWave Equipment we purchased, the Company agreed to purchase additional equipment from EnWave over time. The additional equipment purchase schedule, as amended, requires the Company to purchase a “Second EnWave Machine” and pay up-to four non-refundable deposits for the Second EnWave Machine in the amount of fifty thousand dollars ($50,000) each on September 30, 2023, December 31, 2023, March 31, 2024 and June 30, 2024 (the “Interim Deposits”). The Company paid the first three non-refundable deposits of $50,000 on September 27, 2023, December 31, 2023 and March 8, 2024. The Company is also required to execute an Equipment Purchase Agreement for a 120kW, or greater rated power, EnWave Equipment (the “Third EnWave Machine”) on or before December 31, 2025, and satisfy the payment obligations required with respect to the Third EnWave Machine by the License Agreement. The Company is also required to enter into an Equipment Purchase Agreement for a 120kW, or greater, rated power EnWave Equipment (the “Fourth EnWave Machine”) on, or before, December 31, 2026, and to satisfy the payment obligations required with respect to the Fourth EnWave Machine by the License Agreement. The License Agreement is effective as long as EnWave possesses its EnWave technology. There have been no royalty payments to date, and any future minimum royalty payments or equipment purchases under this license agreement are an unrecognized commitment, as they relate to retaining exclusivity of the avocado products going forward and the Company can elect not to pay.

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 16 – Changes in Stockholders’ Equity

Preferred Stock

The Company has authorized 8,000,000 shares of $0.001 par value preferred stock. As of September 30, 2024, none of the preferred stock had been designated or issued.

Common Stock

The Company has authorized 80,000,000 shares of $0.001 par value common stock. As of September 30, 2024, a total of 6,924,600 shares of common stock had been issued. Each holder of common stock is entitled to one vote for each share of common stock held.

Unit Offering Sale of Common Stock and Warrants, Related Parties

On 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; 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, an affiliate of Mr. Dalfonsi, the Company’s CFO, resulting in the issuance of an aggregate of 692,429 shares of common stock and warrants to purchase 865,536 shares of common stock.

Common Stock Sales

On June 26, 2024, 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, the “Underwriters”), relating to the issuance and sale by the Company to the Underwriters (the “Public Offering”) of 1,750,000 Shares (the “Shares”) of common stock at a price to the public of $0.80 per share, less underwriting discounts and commissions. Pursuant to the Underwriting Agreement, the Representative was granted an option (the “Over-Allotment Option”), for a period of 45 days, to purchase from the Company up to 262,500 additional shares of common stock, at the same price per share, to cover over-allotments, if any.

Pursuant to the Underwriting Agreement, the Company agreed to an 8.0% 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 Underwriters against certain liabilities, including liabilities under the Securities Act. In addition, the officers and directors of the Company have agreed not to offer, sell, transfer or otherwise dispose of any shares of the Company’s common stock, or securities convertible into, or exercisable or exchangeable for, shares of common stock, during the six-month period following the date of the Prospectus, and the Company agreed that it will not issue or announce the issuance or proposed issuance of any shares of common stock or common stock equivalents for a period of six months following the date of the Prospectus, other than certain exempt issuances.

The Offering closed on June 28, 2024. The Company received net proceeds from the Offering of $1,000,925 after deducting the underwriting discounts and commissions and offering expenses.

On July 19, 2024, the Underwriters exercised their Over-Allotment Option to purchase 222,500 shares of common stock at a price of $0.80 per share. The Company received net proceeds $163,760, after deducting $14,240 of underwriting commissions.

Common Stock Issued for Services

On June 1, 2024, the Company issued 6,383 shares of the Company’s common stock under the 2022 Omnibus Equity Incentive Plan (the “2022 Equity Plan”) to PCG Advisory, Inc. (“PCG”) as payment for services in lieu of cash. The fair value of the shares was $9,819, based on the closing traded price of the common stock on the date of grant.

On May 1, 2024, the Company issued 4,766 shares of the Company’s common stock under the 2022 Equity Plan to PCG as payment for services in lieu of cash. The fair value of the shares was $11,438, based on the closing traded price of the common stock on the date of grant.

On April 22, 2024, the Company issued 99,688 shares under the 2022 Equity Plan to its securities counsel for services performed. The fair value of the shares was $109,657, based on the closing traded price of the common stock on the date of grant.

On April 1, 2024, the Company issued 4,988 shares of the Company’s common stock under the 2022 Equity Plan to PCG as payment for services in lieu of cash. The fair value of the shares was $9,577, based on the closing traded price of the common stock on the date of grant.

On February 19, 2024, the Company issued 16,836 shares under the Company’s 2022 Equity Plan to its securities counsel for services performed. The fair value of the shares was $44,278, based on the closing traded price of the common stock on the date of grant.

On January 26, 2024, the Company issued 60,258 shares under the 2022 Equity Plan, to its securities counsel for services performed. The fair value of the shares was $69,297, based on the closing traded price of the common stock on the date of grant.

On January 5, 2024, the Company retained PCG to provide strategic advisory and investor relations services pursuant to an Advisory Agreement under which the Company agreed to issue PCG an aggregate 22,500 shares of the Company’s common stock as payment for services in lieu of cash for the months of January, February, and March 2024. The aggregate fair value of the shares was $36,019, based on the closing traded price of the common stock on the dates of grant. The shares were subsequently issued on April 15, 2024 under the 2022 Equity Plan.

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 17 – Common Stock Options

Stock Incentive Plan

Our board of directors and shareholders adopted the 2022 Equity Plan on January 1, 2022. The 2022 Equity Plan allows for the grant of a variety of equity vehicles to provide flexibility in implementing equity awards, including nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, incentive bonus awards, other cash-based awards and other stock-based awards. The number of shares reserved for issuance under the 2022 Equity Plan was initially an aggregate of 600,000 shares, as adjusted on June 15, 2023 in connection with the Company’s reverse stock split, subject to annual increases under the plan, resulting in 1,009,000 reserved shares as of September 30, 2024. There were 593,470 options with a weighted average exercise price of $2.39 per share, and a weighted average remaining life of approximately 8.63 years, outstanding as of September 30, 2024.

Common Stock Options Issued for Services

On May 1, 2024, the Company granted options to purchase 30,000 shares of the Company’s common stock, having an exercise price of $2.40 per share, exercisable over a 10-year term, to a new employee. The options will vest monthly over three years from the date of grant. The aggregate estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 41% and a call option value of $1.1806, was $35,419. The options are being expensed over the vesting period, resulting in $4,920 of stock-based compensation expense during the nine months ended September 30, 2024. As of September 30, 2024, a total of $30,499 of unamortized expenses are expected to be expensed over the vesting period.

On February 22, 2024, the Company granted options to purchase an aggregate 315,000 shares of the Company’s common stock, having an exercise price of $1.92 per share, exercisable over a 10-year term, to a total of six employees, including options to purchase 140,000 and 75,000 shares issued to the Company’s CEO and CFO, respectively. The options vested immediately. The aggregate estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 41% and a call option value of $0.8581, was $270,296.

On February 22, 2024, the Company also granted options to purchase an aggregate 79,166 shares of the Company’s common stock, having an exercise price of $1.92 per share, exercisable over a 10-year term, to a total of three of the Company’s directors. The options vested immediately. The aggregate estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 41% and a call option value of $1.1407, was $90,306.

Note 18 – Common Stock Warrants

Warrants to purchase a total of 3,462,162 shares of common stock at a weighted average exercise price of $1.87 per share, with a weighted average remaining life of approximately 5.37 years, were outstanding as of September 30, 2024.

Warrants Issued Pursuant to Convertible Note Financing

As discussed in further detail in Note 2, on July 24, 2024, the Company issued to Kaufman Kapital, in a private placement (i) a 12% Senior Secured Convertible Promissory Note in the principal amount of up to $3,400,000, (ii) a warrant to purchase 1,000,000 shares of common stock at an exercise price of $1.00 per share, and (iii) a warrant to purchase 500,000 shares of common stock at an exercise price of $1.50 per share, in consideration of an initial loan in the principal amount of $2,000,000 made to the Company under the Convertible Note. The proceeds received were allocated between the debt and warrants on a relative fair value basis. The relative aggregate estimated value of the $1.00 Warrants using the Black-Scholes Pricing Model, based on a weighted average volatility rate of 39% and a weighted average call option value of $0.2138, was $20,303, of which $2,663 was recognized as finance expense during the nine months ended September 30, 2024. As of September 30, 2024, there was $17,640 of unamortized expenses expected to be expensed over the remaining life of the outstanding debt. The relative aggregate estimated value of the $1.50 Warrants using the Black-Scholes Pricing Model, based on a weighted average volatility rate of 39% and a weighted average call option value of $0.0768, was $655, of which $86 was recognized as finance expense during the nine months ended September 30, 2024. As of September 30, 2024, there was $569 of unamortized expenses expected to be expensed over the remaining life of the outstanding debt.

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Warrants Issued Pursuant to Executive Unit Offering Sale

On July 15, 2024, the Company entered into Subscription Agreements with three related parties, consisting of Eric Healy, the Company’s Chief Executive Officer; Eagle Vision; 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.

Warrants Issued Pursuant to Underwriting Agreement

On June 28, 2024, pursuant to the Underwriting Agreement, the Company executed and delivered to the Representative a common stock Purchase Warrant (the “Representative’s Warrant”) to purchase up to 100,625 shares of Common Stock, which may be exercised beginning on December 23, 2024 (the date that is 180 days following the commencement of sales of common stock in connection with the Offering (the “Commencement Date”)) until June 26, 2029. The initial exercise price of the Representative’s Warrant is $0.96 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 for a period of one hundred eighty (180) days following the Commencement Date. In addition, the Representative’s Warrant contains “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.

Warrants Issued Pursuant to Debt Offering

On various dates from January 9, 2024 through May 22, 2024, the Company issued Warrants to purchase an aggregate total of 518,750 shares of common stock at an exercise price of $2.00 per share in connection with the sale of Senior Notes to a group of Investors led by Eagle Vision, in the aggregate principal amount of $1,675,000. The proceeds received were allocated between the debt and warrants on a relative fair value basis. The relative aggregate estimated value of the warrants using the Black-Scholes Pricing Model, based on a weighted average volatility rate of 40% and a weighted average call option value of $0.1560, was $80,908, of which $54,570 was recognized as finance expense during the nine months ended September 30, 2024. As of September 30, 2024, there was $26,338 of unamortized expenses expected to be expensed over the remaining life of the outstanding debt.

Amendment of Senior Notes and Warrants

In connection with the sale of the Purchased Securities to Kaufman Kapital under the SPA, the Company entered into an Omnibus Amendment to Note Documents with substantially all of 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.

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 19 - Income Taxes

The Company incurred a net operating loss for the nine months ended September 30, 2024, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. On September 30, 2024, the Company had approximately $8.86 million of federal net operating losses. The net operating loss carry forwards, if not utilized, will begin to expire in 2041.

The effective income tax rate for the nine months ended September 30, 2024 and 2023, was 21%.

The Company has incurred cumulative losses which make realization of a deferred tax asset difficult to support in accordance with ASC 740. Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, a valuation allowance has been recorded against the Federal and state deferred tax assets as of September 30, 2024 and December 31, 2023.

Additionally, in accordance with ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions.

Note 20 – Subsequent Events

The Company evaluates events that have occurred after the balance sheet date through the date these financial statements were issued, noting no reportable event, except as follows:

Nasdaq Compliance

On April 11, 2024, we received a letter from The Nasdaq Stock Market stating that we were not in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Rule”) because our stockholders’ equity of $2,210,476 as of December 31, 2023 was below the minimum requirement of $2,500,000. Pursuant to Nasdaq’s Listing Rules, the Company submitted a plan to Nasdaq to regain compliance with the Rule, which was accepted by Nasdaq and provided the Company with an extension until October 8, 2024 to regain compliance with the Rule. On October 10, 2024, Nasdaq notified the Company that it did not meet the terms of the extension, and as a result, unless the Company requested an appeal, trading of the Company’s common stock on Nasdaq would be suspended. On October 11, 2024, the Company submitted a request for a hearing with Nasdaq’s Hearings Panel to appeal Nasdaq’s delisting determination.

October 23, 2024 the Company entered into an At-The-Market Issuance Sales Agreement (the “ATM Agreement”) with Alexander Capital, L.P. (“Alexander Capital”). Pursuant to the ATM Agreement, the Company may from time-to-time issue and sell to, or through, Alexander Capital, acting as the Company’s sales agent, shares of the Company’s common stock (the “Shares”), having an aggregate offering price of up to $3,000,000.

As of November 14, 2024, as a result of the sale of 928,602 Shares under the ATM Agreement for aggregate gross offering proceeds of approximately $1,795,000, the Company has regained compliance with the Rule and the hearing before the Hearing Panel was cancelled. However, Nasdaq has informed the Company that it will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if the Company fails to evidence compliance with the Rule upon the filing of its Annual Report on Form 10-K for the year ended December 31, 2024, the Company may be subject to delisting.

Common Stock Sales

On October 23, 2024 the Company entered into an At-The-Market Issuance Sales Agreement (the “ATM Agreement”) with Alexander Capital, L.P. (“Alexander Capital”). Pursuant to the ATM Agreement, the Company may from time-to-time issue and sell to, or through Alexander Capital, acting as the Company’s sales agent, shares of the Company’s common stock, par value $0.001 per share (the “Shares”), having an aggregate offering price of up to $3,000,000.

On October 24, 2024, the Company placed 1,000,000 shares into an account with Alexander Capital for the purpose of effecting sales of Shares under the ATM Agreement. As of November 14, 2024, 928,602 of these Shares have been sold under the ATM Agreement, for aggregate gross offering proceeds of approximately $1,795,000. The Company expects to incur approximately $165,000 of offering costs if all $3,000,000 of the Shares are sold under the ATM Agreement.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations in conjunction with the condensed financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. In addition to historical condensed financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.

Overview

We were incorporated as Avochips Inc., an Oregon corporation, on February 21, 2017, and on November 2, 2017, we converted into Avochips, LLC, an Oregon limited liability company. On November 19, 2021, we converted from an Oregon limited liability company into BranchOut Food Inc., a Nevada corporation.

We are engaged in the development, marketing, sale, and distribution of plant-based, dehydrated fruit and vegetable snacks and powders. Our products have historically been manufactured for us by two contract manufacturers, one based in the Republic of Chile, and the other in the Republic of Peru, which housed our large-scale continuous through-put dehydration machine that completed its first production run in the first quarter of 2023. Our dehydrated fruit and vegetable products are produced using a new proprietary dehydration technology licensed by us from a third party. Our customers are primarily located throughout the United States. In 2024, we decided to initiate our own production facility in Peru to become vertically integrated. We recently completed the build out of the new facility, which commenced operations in October 2024, and utilizes three large-scale REV machines (a REV 60, REV 100 and REV 120) that we recently purchased from EnWave Corporation, as well as, a small REV 10 R&D machine that is being used for product development and customer sample purposes.

Using our licensed technology platform, we believe our lines of branded, private-label and industrial ingredient products positively address current consumer trends. In our experience, conventional dehydration methods, such as freeze-drying and air drying, tend to degrade most fruit and vegetables through oxidation, browning/color degradation, nutritional content reduction and/or flavor loss. As a result, certain highly sensitive fruits, such as avocados and bananas, have not previously been successfully offered as a dehydrated base for consumer products. We believe that our licensed technology platform and process is the only way to produce quality avocado and banana-based snack and powdered products. Additionally, we believe our licensed technology platform produces superior products when using other fruits and vegetables when compared to conventional drying and dehydration technologies. We license technology, consisting of a portfolio of patents, and purchased production machines, from EnWave, and we have been granted the exclusive rights to use the licensed technology platform as applied to avocados. In addition, BranchOut has the nonexclusive rights to use the licensed technology platform for other products.

Our Products

We plan to grow revenues strategically by penetrating the multi-billion dollar grocery market opportunity presented by our current product lines, as well as expanding our platform to include additional products that meet our strict plant-based ingredient criteria. Our current primary branded products are:

	●	BranchOut Snacks: dehydrated fruit and vegetable-based snacks, including Avocado Chips, Chewy Banana Bites, Pineapple Chips, Brussels Sprout Crisps and Bell Pepper Crisps.
	●	BranchOut Powders: Avocado Powder, Banana Powder and Blueberry Powder.
	●	BranchOut Industrial Ingredients: Bulk Avocado Powder, dried avocado pieces and other fruit powders/pieces.

We are currently developing additional products, including dragon fruit and private label products for large retailers.

Going Concern Uncertainty

As of September 30, 2024, the Company has incurred recurring losses from operations resulting in an accumulated deficit of $16,074,867, with working capital of $702,541. We are too early in our development stage to project revenue with a necessary level of certainty; therefore, we may not have sufficient funds to sustain our operations for the next twelve months and we may need to raise additional cash to fund our operations. These factors raise substantial doubt about our ability to continue as a going concern. The Company continues to develop its operations. In the event sales do not materialize at the expected rates, management would seek additional financing or would attempt to conserve cash by further reducing expenses. There can be no assurance that we will be successful in achieving these objectives.

The condensed consolidated financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The condensed consolidated financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. Our ability to scale production and distribution capabilities and further increase the value of our brands, is largely dependent on our success in raising additional capital.

Access to our Equipment in Peru; NXTDried Superfoods

During the fourth quarter of 2023, NXTDried Superfoods, our contract manufacturer located in Peru, became involved in a legal dispute with its landlord and another third party, which resulted in that manufacturer suspending operations. As a result of such dispute, we currently do not have access to the dehydration machine that was previously operated by this manufacturer. Although we have been able to continue to fulfill orders by shifting fulfillment to other manufacturing sources, and have recently opened our new facility in Peru, our costs of goods for the three and nine month periods ending September 30, 2024, have increased as a result. In addition, during 2023, we recognized $761,085 of impairment expense, consisting of $485,265, $243,305 and $32,515 on the collectability of a note receivable, VAT taxes receivable and prepaid inventory, respectively, owed to us by NXTDried Superfoods.

Peru Facility Lease

Given the situation with NXTDried Superfoods, we were required to shift fulfillment of orders to alternative manufacturing sources. On May 10, 2024 we entered into a ten-year lease for a 50,000 square-foot food processing plant located in Peru. The lease of the Peru Facility requires us to make monthly lease payments of $8,000 in the first two years of the lease, $20,000 in the third year of the lease, $22,000 in the fourth year of the lease, $24,000 in the fourth year of the lease, and $25,000 thereafter. The lease also has a 10-year renewal option, and a buy-out option under which we may purchase the Peru Facility for $1,865,456.

In connection with our lease of the Peru Facility, we paid $275,000 on May 10, 2024, toward the purchase of a first position mortgage receivable in the amount of $1,267,000, which is secured by the Peru Facility and was owed by the landlord of the Peru Facility to its former tenant, for a purchase price of $1,267,000. The remaining $992,000 was due and payable by us on August 10, 2024, subject to certain requirements which haven’t yet been met, therefore the Company has deferred payment until a later date, to be determined.

Results of Operations for the Three Months Ended September 30, 2024 and 2023

The following table summarizes selected items from the statement of operations for the three months ended September 30, 2024 and 2023, respectively.

	Three Months Ended
	September 30,						Increase /
	2024			2023			(Decrease)

Net revenue	$	2,181,495		$	906,996		$	1,274,499
Cost of goods sold		1,845,155			934,603			910,552
Gross profit		336,340			(27,607	)		363,947

Operating expenses:
General and administrative		560,537			230,459			330,078
Salaries and benefits		309,433			222,764			86,669
Professional services		369,525			218,160			151,365
Total operating expenses		1,239,495			671,383			568,112

Operating loss		(903,155	)		(698,990	)		204,165

Other income (expense):
Interest income		2,882			3,001			(119	)
Interest expense		(370,532	)		(10,004	)		360,528
Total other income (expense)		(367,650	)		(7,003	)		360,647

Net loss	$	(1,270,805	)	$	(705,993	)	$	564,812

Net Revenue

Our net revenue for the three months ended September 30, 2024 was $2,181,495, compared to $906,996 for the three months ended September 30, 2023, an increase of $1,274,499, or 141%. The increase in revenue was primarily due to increased sales to our largest customer during the three months ended September 30, 2024.

Cost of Goods Sold and Gross Profit

Our cost of goods sold for the three months ended September 30, 2024 was $1,845,155, compared to $934,603 for the three months ended September 30, 2023, an increase of $910,552, or 97%. Cost of goods sold increased primarily due to increased sales during the three months ended September 30, 2024. As a result of the foregoing, we had gross profit of $336,340, representing gross margins of 15%, for the three months ended September 30, 2024 as compared to a gross loss of $27,607, or negative gross margins of 3%, for the three months ended September 30, 2023. Our gross profit margin increased primarily due to cost savings realized as a result of our transition to bulk shipping arrangements during the current period. Cost of goods sold included depreciation expense for the three months ended September 30, 2024 of $60,614, compared to $55,939 for the three months ended September 30, 2023, an increase of $4,675, or 8%.

General and Administrative

Our general and administrative expense for the three months ended September 30, 2024 was $560,537, compared to $230,459 for the three months ended September 30, 2023, an increase of $330,078, or 143%. The largest components of our general and administrative expenses are advertising and marketing, rent, travel, commissions, and storage, shipping and handling expense, as shown below.

	Three Months Ended September 30,
	2024		2023		Difference			% change

Advertising and marketing	$	125,597	$	43,042	$	82,555			192	%
Rent	$	160,751	$	20,069	$	140,682			701	%
Travel	$	30,502	$	12,121	$	18,381			152	%
Commissions	$	24,910	$	63,723	$	(38,813	)		(61	)%
Storage, shipping and handling	$	118,252	$	51,485	$	66,767			130	%

Advertising and marketing expenses increased for the three months ended September 30, 2024, compared to the corresponding period in 2023, as we focused our resources on our IPO in the prior period. Our rent increased primarily due to leases entered into in the current year, as we began to develop our operating facility in Peru, which resulted in increased travel expenses for the same reason. Sales commissions decreased as we focused most of our resources on servicing our largest customer. We expect commissions to increase as we grow. Storage, shipping and handling expenses increased primarily due to increased international shipping rates and increased production that was driven by our increased sales.

Salaries and Wages

Salaries and wages for the three months ended September 30, 2024 was $309,433, compared to $222,764 for the three months ended September 30, 2023, an increase of $86,669, or 39%. This increase was primarily attributable to an increased head count necessary to service our expanded sales and build out of our production facility in Peru. In addition, salaries and wages included $14,565 of non-cash, stock-based compensation related to stock options awarded during the current period.

Professional Fees

Professional fees for the three months ended September 30, 2024 was $369,525, compared to $218,160 for the three months ended September 30, 2023, an increase of $151,365, or 69%. This increase was primarily attributable to increased legal and consulting fees in the current period. Professional fees included $110,897 of non-cash, stock-based compensation for the three months ended September 30, 2023.

Other Income (Expense)

In the three months ended September 30, 2024, other expense was $367,650 on a net basis, consisting of $370,532 of interest expense, as partially offset by $2,882 of interest income. For the three months ended September 30, 2023, other expense was $7,003 on a net basis, consisting of $10,004 of interest expense, as partially offset by $3,001 of interest income. Other expense increased by $360,647, or 5,150%, primarily due to interest on increased outstanding debt as we funded our expansion into Peru during the current period.

Net loss

Net loss for the three months ended September 30, 2024 was $1,270,805, compared to $705,993 for the three months ended September 30, 2023, an increase of $564,812, or 80%. The increased net loss was primarily due to increased compensation and compliance costs related to reporting as a public company during the current period and increased interest expense, as partially offset by increased gross profits and a $96,332 decrease in stock-based compensation.

Results of Operations for the Nine Months Ended September 30, 2024 and 2023

The following table summarizes selected items from the statement of operations for the nine months ended September 30, 2024 and 2023, respectively.

	Nine Months Ended
	September 30,						Increase /
	2024			2023			(Decrease)

Net revenue	$	5,011,497		$	1,347,401		$	3,664,096
Cost of goods sold		4,242,810			1,423,046			2,819,764
Gross profit		768,687			(75,645	)		844,332

Operating expenses:
General and administrative		1,201,474			552,390			649,084
Salaries and benefits		1,257,316			910,812			346,504
Professional services		1,064,567			520,506			544,061
Total operating expenses		3,523,357			1,983,708			1,539,649

Operating loss		(2,754,670	)		(2,059,353	)		695,317

Other income (expense):
Interest income		8,577			8,757			(180	)
Interest expense		(518,233	)		(406,000	)		112,233
Total other income (expense)		(509,656	)		(397,243	)		112,413

Net loss	$	(3,264,326	)	$	(2,456,596	)	$	807,730

Net Revenue

Our net revenue for the nine months ended September 30, 2024 was $5,011,497, compared to $1,347,401 for the nine months ended September 30, 2023, an increase of $3,664,096, or 272%. The increase in revenue was primarily due to increased sales to our largest customer during the nine months ended September 30, 2024.

Cost of Goods Sold and Gross Profit

Our cost of goods sold for the nine months ended September 30, 2024 was $4,242,810, compared to $1,423,046 for the nine months ended September 30, 2023, an increase of $2,819,764, or 198%. Cost of goods sold increased primarily due to increased sales during the nine months ended September 30, 2024. As a result of the foregoing, we had gross profit of $768,687, representing gross margins of 15%, for the nine months ended September 30, 2024 as compared to a gross loss of $75,645, or negative gross margins of 6%, for the nine months ended September 30, 2023. Our gross profit margin increased primarily due to cost savings realized as a result of our transition to bulk shipping arrangements during the current period. Cost of goods sold included depreciation expense for the nine months ended September 30, 2024 of $173,285, compared to $167,520 for the nine months ended September 30, 2023, an increase of $5,765, or 3%.

General and Administrative

Our general and administrative expense for the nine months ended September 30, 2024 was $1,201,474, compared to $552,390 for the nine months ended September 30, 2023, an increase of $649,084, or 118%. The largest components of our general and administrative expenses are advertising and marketing, rent, travel, commissions, and storage, shipping and handling expense, as shown below.

	Nine Months Ended September 30,
	2024		2023		Difference		% change

Advertising and marketing	$	223,801	$	105,402	$	118,399		112	%
Rent	$	160,751	$	20,069	$	140,682		701	%
Travel	$	99,132	$	41,532	$	57,600		139	%
Commissions	$	139,049	$	124,488	$	14,561		12	%
Storage, shipping and handling	$	311,073	$	153,099	$	157,974		103	%

Advertising and marketing expenses increased for the nine months ended September 30, 2024, compared to the corresponding period in 2023, as we focused our resources on our IPO in the prior period. Our rent increased primarily due to leases entered into in the current year, as we began to develop our operating facility in Peru, which resulted in increased travel expenses for the same reason. Commissions increased due to our increased sales, and storage, shipping and handling expenses increased primarily due to increased international shipping rates and increased production that was driven by our increased sales.

Salaries and Wages

Salaries and wages for the nine months ended September 30, 2024 was $1,257,316, compared to $910,812 for the nine months ended September 30, 2023, an increase of $346,504, or 38%. This increase was primarily attributable to $408,700 of non-cash, stock-based compensation related to stock options awarded during the current period.

Professional Fees

Professional fees for the nine months ended September 30, 2024 was $1,064,567, compared to $520,506 for the nine months ended September 30, 2023, an increase of $544,061, or 105%. This increase was primarily attributable to increased legal and consulting fees in the current period, as a portion of these fees were capitalized as offering costs on our IPO in the comparative period. Professional fees included $290,085 and $179,389 of non-cash, stock-based compensation for the nine months ended September 30, 2024 and 2023, respectively.

Other Income (Expense)

In the nine months ended September 30, 2024, other expense was $509,656 on a net basis, consisting of $518,233 of interest expense, as partially offset by $8,577 of interest income. For the nine months ended September 30, 2023, other expense was $397,243 on a net basis, consisting of $406,000 of interest expense, as partially offset by $8,757 of interest income. Other expense decreased by $112,413, or 28%, primarily due to interest on increased outstanding debt as we funded our expansion into Peru during the current period.

Net loss

Net loss for the nine months ended September 30, 2024 was $3,264,326, compared to $2,456,596 for the nine months ended September 30, 2023, an increase of $807,730, or 33%. The increased net loss was primarily due to increased compensation and compliance costs related to reporting as a public company, including a $519,396 increase in stock-based compensation during the current period and increased interest expense, as partially offset by increased gross profits.

Liquidity and Capital Resources

The following table summarizes our total current assets, liabilities and working capital as of September 30, 2024 and December 31, 2023.

	September 30,		December 31,
	2024		2023
Current Assets	$	3,341,293	$	1,678,243

Current Liabilities	$	2,638,752	$	779,093

Working Capital	$	702,541	$	899,150

As of September 30, 2024, we had working capital of $702,541. We have incurred net losses since our inception and we anticipate net losses and negative operating cash flows for the near future, and we may not be profitable or realize growth in the value of our assets. To date, our primary sources of capital have been cash generated from the sales of our products, common stock sales, and debt and equity financing. As of September 30, 2024, we had cash of $1,069,193, total liabilities of $8,042,725, and an accumulated deficit of $16,074,867. As of December 31, 2023, we had cash of $657,789, total liabilities of $914,622, and an accumulated deficit of $12,810,541.

Cash Flow

Comparison of the Nine Months Ended September 30, 2024 and the Nine Months Ended September 30, 2023

The following table sets forth the primary sources and uses of cash for the periods presented below:

	Nine Months Ended
	September 30,
	2024			2023
Net cash used in operating activities	$	(3,259,049	)	$	(3,258,248	)
Net cash used in investing activities		(2,095,691	)		(66,565	)
Net cash provided by financing activities		5,767,938			3,784,850
Effect of exchange rate changes on cash		(1,794	)		-

Net change in cash	$	411,404		$	460,037

Net Cash Used in Operating Activities

Net cash used in operating activities was $3,259,049 for the nine months ended September 30, 2024, compared to $3,258,248 for the nine months ended September 30, 2023, an increase of $801. The increase was primarily due to our increased net loss and increased inventory purchases, as adjusted for increased stock-based compensation, increased accounts payable, and a $275,000 payment for other assets.

Net Cash Used in Investing Activities

Net cash used in investing activities was $2,095,691 for the nine months ended September 30, 2024, compared to $66,565 for the nine months ended September 30, 2023, an increase of $2,029,126, or 3,048%. This increase was primarily attributable to $2,120,337 of property and equipment purchases, as partially offset by $24,646 of advances received on notes receivable in the current period, compared to $66,565 of property and equipment purchases in the comparative period.

Net Cash Provided by Financing Activities

Net cash provided by financing activities was $5,767,938 for the nine months ended September 30, 2024, compared to $3,784,850 for the nine months ended September 30, 2023, an increase of $1,983,088, or 52%. Our increased cash provided by financing activities was primarily from $3,703,710 of increased net proceeds received on debt financing, $2,071,439 of decreased debt repayments, $326,975 of decreased deferred offering cost payments, and $3,964 of decreased principal payments on finance leases, as partially offset by $4,123,000 of decreased proceeds received on the sale of common stock.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our financial results are affected by the selection and application of accounting policies and methods. In the nine-month period ended September 30, 2024 there were no changes to the application of critical accounting policies disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements in this report, other than statements of historical fact, are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues or other financial items, any statements of the plans and objectives of our management for future operations, any statements concerning proposed new products or services, any statements regarding the integration, development or commercialization of the business or any assets acquired from other parties, any statements regarding future economic conditions or performance, and any statements of assumptions underlying any of the foregoing. In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “will,” “expects,” “plans,” “anticipates,” “intends,” “seeks,” “believes,” “estimates,” “potential,” “forecasts,” “continue,” or other forms of these words or similar words or expressions, or the negative thereof or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements contained herein are reasonable, there can be no assurance that such expectations or any of the forward-looking statements will prove to be correct, and actual results will likely differ, and could differ materially, from those projected or assumed in the forward-looking statements. Investors are cautioned not to unduly rely on any such forward-looking statements.

All subsequent forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Our actual results will likely differ, and may differ materially, from anticipated results. Financial estimates are subject to change and are not intended to be relied upon as predictions of future operating results. All forward-looking statements included in this report are made as of the date hereof and are based on information available to us as of such date. We assume no obligation to update any forward-looking statement. If we do update or correct one or more forward-looking statements, investors and others should not conclude that we will make additional updates or corrections.

NOTICE REGARDING TRADEMARKS

This report includes trademarks, tradenames and service marks that are our property or the property of others. Solely for convenience, such trademarks and tradenames sometimes appear without any “™” or “®” symbol. However, failure to include such symbols is not intended to suggest, in any way, that we will not assert our rights or the rights of any applicable licensor, to these trademarks and tradenames.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining adequate disclosure controls and procedures for our company. Consequently, our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of September 30, 2024. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were not effective.

Changes in Internal Control Over Financial Reporting

During the three-month period ended September 30, 2024, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934).

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We may become, from time to time, involved in routine litigation or subject to disputes or claims related to our business activities. We are not currently party to any pending legal proceedings that we believe would, individually or in the aggregate, have a material adverse effect on our financial condition, cash flows or results of operations.

ITEM 1A. RISK FACTORS

The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following issuances of equity securities by the Company during the three-month period ended September 30, 2024 were exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D thereunder:

On August 30, 2024, the Company issued 131,891 shares of common stock, restricted in accordance with Rule 144, to Eagle Vision Fund LP, a Company owned by the Company’s CFO, pursuant to the sale of a unit offering.

On July 23, 2024, the Company issued 32,973 shares of common stock, restricted in accordance with Rule 144, to the Company’s President pursuant to the sale of a unit offering.

On July 23, 2024, the Company issued 527,565 shares of common stock, restricted in accordance with Rule 144, to the Company’s CEO pursuant to the sale of a unit offering.

In connection with the above security issuances, we did not pay any underwriting discounts or commissions. None of the sales of securities described or referred to above was registered under the Securities Act. In making the sales without registration under the Securities Act, we relied upon one or more of the exemptions from registration contained in Section 4(2) of the Securities Act, and in Regulation D promulgated under the Securities Act. No general solicitation or advertising was used in connection with the sales.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS.

Exhibit		Description
1.1		Underwriting 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)
1.2		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)
3.1		Articles of Incorporation of BranchOut Food Inc. (Incorporated by reference to Exhibit 3.1 of the Company’s form S-1 filed with the Securities and Exchange Commission on April 24, 2023)
3.2		Bylaws of BranchOut Food Inc. (Incorporated by reference to Exhibit 3.2 of the Company’s form S-1 filed with the Securities and Exchange Commission on June 9, 2023)
3.3		Certificate 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)
3.4		Certificate of Amendment to Articles of Incorporation of BranchOut Food Inc. filed January 4, 2024 (Incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on January 8, 2024)
4.1		Form 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)
4.2		Representative’s Warrant (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 1, 2024)
4.3		Form 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)
4.4		Form 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)
4.5		Form 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)
4.6		Form 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)
10.1		Subscription Agreement dated as of January 9, 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)
10.2		Form of Senior Secured Note issued under Subscription Agreement dated as of January 9, 2024, as amended April 15, 2024 (Incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on January 16, 2024)
10.3		Security Agreement dated as of January 9, 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)
10.4		First 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. on April 16, 2024)
10.5		Lease 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)
10.6		Assignment 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 Food Inc. on May 16, 2024)
10.7		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. on April 24, 2023).
10.8		Third 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)
10.9		Securities 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)
10.10		Amendment 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. on July 19, 2024)
10.11		Unit 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)
10.12		Security 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)
10.13		Omnibus 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. on July 29, 2024)
10.14		Senior 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)
31.1*		Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
31.2*		Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
32.1*		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
32.2*		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
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Schema Document
101.CAL*		Inline XBRL Calculation Linkbase Document
101.DEF*		Inline XBRL Definition Linkbase Document
101.LAB*		Inline XBRL Labels Linkbase Document
101.PRE*		Inline XBRL Presentation Linkbase Document
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registration has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Signature	Title	Date

/s/ Eric Healy	Chief Executive Officer	November 14, 2024
Eric Healy	(Principal Executive Officer)

/s/ John Dalfonsi	Chief Financial Officer	November 14, 2024
John Dalfonsi	(Principal Accounting and Financial Officer)

EXHIBIT 31.1

CERTIFICATIONS PURSUANT TO

RULE 13A-14(A) OR RULE 15D-14(A),

AS ADOPTED PURSUANT TO

RULE 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Eric Healy, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of BranchOut Food Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/ Eric Healy
	Eric Healy
	Chief Executive Officer

Dated: November 14, 2024

EXHIBIT 31.2

CERTIFICATIONS PURSUANT TO

RULE 13A-14(A) OR RULE 15D-14(A),

AS ADOPTED PURSUANT TO

RULE 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John Dalfonsi, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of BranchOut Food Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/ John Dalfonsi
	John Dalfonsi
	Chief Financial Officer

Dated: November 14, 2024

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of BranchOut Food Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2024 (the “Report”) I, Eric Healy, Chief Executive Officer of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

	1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	2.	Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 14, 2024

	/s/ Eric Healy
Name:	Eric Healy
Title:	Chief Executive Officer

This certification accompanies the foregoing Report pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. A signed original of this certification has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of BranchOut Food Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2024 (the “Report”) I, John Dalfonsi, Principal Financial Officer of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

	1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	2.	Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 14, 2024

	/s/ John Dalfonsi
Name:	John Dalfonsi
Title:	Chief Financial Officer

Cover - $ / shares	9 Months Ended
Cover - $ / shares	Sep. 30, 2024	Nov. 14, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41723
Entity Registrant Name	BRANCHOUT FOOD INC.
Entity Central Index Key	0001962481
Entity Tax Identification Number	81-3980472
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	205 SE Davis Avenue
Entity Address, City or Town	Bend
Entity Address, State or Province	OR
Entity Address, Postal Zip Code	97702
City Area Code	(844)
Local Phone Number	263-6637
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	BOF
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		7,853,202
Entity Listing, Par Value Per Share	$ 0.001

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash	$ 1,069,193	$ 657,789
Accounts receivable	940,560	635,549
Advances on inventory purchases	337,945
Inventory	844,025	336,805
Other current assets	149,570	48,100
Total current assets	3,341,293	1,678,243
Property and equipment, net	3,362,051	914,999
Right-of-use assets	1,983,629	147,228
Other assets	520,411
Note receivable	359,982	384,628
Total Assets	9,567,366	3,125,098
Current liabilities:
Accounts payable	826,299	382,948
Accrued expenses	192,336	165,244
Operating lease liability, current portion	11,673
Finance lease liability, current portion	33,546	30,901
Total current liabilities	2,638,752	779,093
Operating lease liability, net of current portion	1,926,970
Finance lease liability, net of current portion	75,529	101,029
Total Liabilities	8,042,725	914,622
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; 6,924,600 and 4,044,252 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	6,925	4,044
Additional paid-in capital	17,594,377	15,016,973
Accumulated other comprehensive loss	(1,794)
Accumulated deficit	(16,074,867)	(12,810,541)
Total Stockholders’ Equity	1,524,641	2,210,476
Total Liabilities and Stockholders’ Equity	9,567,366	3,125,098
Nonrelated Party [Member]
Current liabilities:
Notes payable, current portion	374,898	200,000
Notes payable, net of current portion	34,500	34,500
Related Party [Member]
Current liabilities:
Notes payable, current portion	1,200,000
Convertible notes payable, related parties, net of discounts, net of current portion	1,916,629
Notes payable, net of current portion	$ 1,450,345

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	8,000,000	8,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	80,000,000	80,000,000
Common stock, shares issued	6,924,600	4,044,252
Common stock, shares outstanding	6,924,600	4,044,252

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Net revenue	$ 2,181,495	$ 906,996	$ 5,011,497	$ 1,347,401
Cost of goods sold	1,845,155	934,603	4,242,810	1,423,046
Gross profit (loss)	336,340	(27,607)	768,687	(75,645)
Operating expenses:
General and administrative	560,537	230,459	1,201,474	552,390
Salaries and wages	309,433	222,764	1,257,316	910,812
Professional fees	369,525	218,160	1,064,567	520,506
Total operating expenses	1,239,495	671,383	3,523,357	1,983,708
Operating loss	(903,155)	(698,990)	(2,754,670)	(2,059,353)
Other income (expense):
Interest income	2,882	3,001	8,577	8,757
Interest expense	(370,532)	(10,004)	(518,233)	(406,000)
Total other income (expense)	(367,650)	(7,003)	(509,656)	(397,243)
Net loss	(1,270,805)	(705,993)	(3,264,326)	(2,456,596)
Other comprehensive loss:
Loss on foreign currency translation	(1,852)		(1,794)
Net other comprehensive loss	$ (1,272,657)	$ (705,993)	$ (3,266,120)	$ (2,456,596)
Weighted average common shares outstanding - basic	6,651,065	3,984,144	5,015,563	2,286,164
Weighted average common shares outstanding - diluted	6,651,065	3,984,144	5,015,563	2,286,164
Net loss per common share - basic	$ (0.19)	$ (0.18)	$ (0.65)	$ (1.07)
Net loss per common share - diluted	$ (0.19)	$ (0.18)	$ (0.65)	$ (1.07)

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022	$ 1,201	$ 3,743,902		$ (8,884,831)	$ (5,139,728)
Balance, shares at Dec. 31, 2022	1,200,769
Stock options issued for services		79,638			79,638
Common stock warrants granted to note holders pursuant to debt financing		46,090			46,090
Loss on foreign currency translation
Net loss				(2,456,596)	(2,456,596)
Common stock issued for services	$ 44	99,707			99,751
Common stock issued for services, shares	44,334
Common stock issued pursuant to initial public offering	$ 1,190	4,940,856			4,942,046
Common stock issued pursuant to initial public offering, shares	1,190,000
Common stock issued for debt conversions	$ 1,572	6,027,632			6,029,204
Common stock issued for debt conversions, shares	1,572,171
Balance at Sep. 30, 2023	$ 4,007	14,937,825		(11,341,427)	3,600,405
Balance, shares at Sep. 30, 2023	4,007,274
Balance at Jun. 30, 2023	$ 3,963	14,826,972		(10,635,434)	4,195,501
Balance, shares at Jun. 30, 2023	3,962,940
Stock options issued for services		11,146			11,146
Loss on foreign currency translation
Net loss				(705,993)	(705,993)
Common stock issued for services	$ 44	99,707			99,751
Common stock issued for services, shares	44,334
Balance at Sep. 30, 2023	$ 4,007	14,937,825		(11,341,427)	3,600,405
Balance, shares at Sep. 30, 2023	4,007,274
Balance at Dec. 31, 2023	$ 4,044	15,016,973		(12,810,541)	2,210,476
Balance, shares at Dec. 31, 2023	4,044,252
Common stock issued pursuant to secondary public offering	$ 1,973	1,162,712			1,164,685
Common stock issued pursuant to secondary public offering, shares	1,972,500
Common stock units sold to executives	$ 692	524,308			525,000
Common stock units sold to executives, shares	692,429
Stock options issued for services		408,700			408,700
Common stock warrants granted to note holders pursuant to debt financing		101,866			101,866
Amended warrants		89,949			89,949
Loss on foreign currency translation			(1,794)		(1,794)
Net loss				(3,264,326)	(3,264,326)
Common stock issued for services	$ 216	289,869			290,085
Common stock issued for services, shares	215,419
Balance at Sep. 30, 2024	$ 6,925	17,594,377	(1,794)	(16,074,867)	1,524,641
Balance, shares at Sep. 30, 2024	6,924,600
Balance at Jun. 30, 2024	$ 6,010	16,781,060	58	(14,804,062)	1,983,066
Balance, shares at Jun. 30, 2024	6,009,671
Common stock issued pursuant to secondary public offering	$ 223	163,537			163,760
Common stock issued pursuant to secondary public offering, shares	222,500
Common stock units sold to executives	$ 692	524,308			525,000
Common stock units sold to executives, shares	692,429
Stock options issued for services		14,565			14,565
Common stock warrants granted to note holders pursuant to debt financing		20,958			20,958
Amended warrants		89,949			89,949
Loss on foreign currency translation			(1,852)		(1,852)
Net loss				(1,270,805)	(1,270,805)
Balance at Sep. 30, 2024	$ 6,925	$ 17,594,377	$ (1,794)	$ (16,074,867)	$ 1,524,641
Balance, shares at Sep. 30, 2024	6,924,600

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities
Net loss	$ (3,264,326)	$ (2,456,596)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	173,285	167,520
Amortization of debt discounts	242,630	46,090
Common stock issued for services	290,085	99,751
Options and warrants issued for services	408,700	79,638
Amended warrants	89,949
Decrease (increase) in assets:
Accounts receivable	(305,011)	(244,446)
Advances on inventory purchases	(337,945)	(398,245)
Inventory	(507,220)	(181,356)
Other current assets	(101,470)	(295,527)
Right-of-use asset	106,957	10,130
Other assets	(520,411)
Increase (decrease) in liabilities:
Accounts payable	443,351	(111,631)
Accounts payable, related parties		15,750
Accrued expenses	27,092	10,674
Operating lease liability	(4,715)
Net cash used in operating activities	(3,259,049)	(3,258,248)
Cash flows from investing activities
Purchase of property and equipment	(2,120,337)	(66,565)
Payments received on notes receivable	24,646
Net cash used in investing activities	(2,095,691)	(66,565)
Cash flows from financing activities
Payment of deferred offering costs	(413,315)	(740,290)
Proceeds received on convertible notes payable, related parties	1,925,000	25,000
Proceeds received on convertible notes payable, unrelated parties		442,500
Proceeds received on notes payable		370,000
Repayment of notes payable	(325,102)	(2,420,000)
Proceeds received on notes payable, related parties	2,616,210
Repayment of notes payable, related parties	(115,000)
Repayments on revolving line of credit		(91,541)
Principal payments on finance lease	(22,855)	(26,819)
Proceeds from sale of common stock	2,103,000	6,226,000
Net cash provided by financing activities	5,767,938	3,784,850
Effect of exchange rate changes on cash	(1,794)
Net increase in cash	411,404	460,037
Cash and restricted cash - beginning of period	657,789	548,447
Cash - ending of period	1,069,193	1,008,484
Supplemental disclosures:
Interest paid	126,979	429,280
Income taxes paid
Non-cash investing and financing transactions:
Equipment purchased with debt financing	500,000
Relative fair value of warrants issued as a debt discount	101,866	46,090
Relative fair value of shares issued on debt conversions		6,029,204
Initial recognition of right-of-use assets and lease liabilities	$ 1,943,358	$ 168,320

Nature of Business and Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Nature of Business and Significant Accounting Policies

Note 1 – Nature of Business and Significant Accounting Policies

Nature of Business

Basis of Accounting

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at September 30, 2024:

Name of Entity	Jurisdiction	Relationship
BranchOut Food Inc.⁽¹⁾	Nevada, U.S.	Parent
BranchOut Food Sucursal Peru⁽²⁾	Peru	Subsidiary

⁽¹⁾	Holding company in the form of a corporation.
⁽²⁾	Peruvian wholly-owned subsidiary of BranchOut Food Inc. in the form of a branch.

The consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. The Company’s headquarters are located in Bend, Oregon.

Reclassifications

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Going Concern

Use of Estimates

Segment Reporting

Fair Value of Financial Instruments

Cash and Cash Equivalents

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Cash in Excess of FDIC Insured Limits

Accounts Receivable

Inventory

Schedule of Inventory

	September 30,		December 31,
	2024		2023
Raw materials	$	478,630	$	13,734
Finished goods		365,395		323,071
Total inventory		844,025		336,805

Property and Equipment

Schedule of Estimated Useful Lives

Office equipment			3 years
Furniture and fixtures			5 years
Equipment and machinery			5-7 years

Impairment of Long-Lived Assets

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

License Agreement

Revenue Recognition

Expenses such as slotting fees, sales discounts, and allowances are accounted for as a direct reduction of revenues as follows for the three and nine months ended September 2024 and 2023:

Schedule of Revenue

	2024		2023		2024		2023
	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023

Revenue	$	2,258,468	$	1,124,578	$	5,181,132	$	1,576,571
Less: slotting, discounts, and allowances		76,973		217,582		169,635		229,170
Net revenue	$	2,181,495	$	906,996	$	5,011,497	$	1,347,401

Cost of Goods Sold

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Advertising Costs

Stock-Based Compensation

The Company incurred stock-based compensation of $698,785 and $179,389 for the nine months ended September 30, 2024 and 2023, respectively.

Recent Accounting Pronouncements

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Related Party Transactions

9 Months Ended

Sep. 30, 2024

Related Party Transactions

Note 2 – Related Party Transactions

Kaufman Convertible Note

On July 24, 2024, the Company issued the Purchased Securities to the Investor in consideration of the Investor making the Initial Loan to the Company.

Kaufman Promissory Note

Eagle Vision Promissory Notes

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Each Warrant is exercisable for a ten-year period at an exercise price of $1.00 per share.

Unit Offering Sale of Common Stock and Warrants

Common Stock Options Issued for Services

Formation of Subsidiary

9 Months Ended

Sep. 30, 2024

Formation Of Subsidiary

Formation of Subsidiary

Note 3 – Formation of Subsidiary

Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Note 4 – Fair Value of Financial Instruments

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of September 30, 2024 and December 31, 2023:

	Level 1		Level 2			Level 3
	Fair Value Measurements at September 30, 2024
	Level 1		Level 2			Level 3
Assets
Cash	$	1,069,193	$	-		$	-
Right-of-use-assets		-		-			1,983,629
Notes receivable		-		359,982			-
Total assets		1,069,193		359,982			1,983,629
Liabilities
Convertible notes payable, net of $83,371 of discounts		-		-			1,916,629
Notes payable		-		409,398			-
Notes payable, related parties, net of $109,655 of discounts		-		2,650,345			-
Lease liabilities		-		-			2,047,718
Total liabilities		-		3,059,743			3,964,347
Total assets and liabilities		1,069,193		(2,699,761	)		(1,980,718	)

	Level 1		Level 2		Level 3
	Fair Value Measurements at December 31, 2023
	Level 1		Level 2		Level 3
Assets
Cash	$	657,789	$	-	$	-
Right-of-use-asset		-		-		147,228
Notes receivable		-		384,628		-
Total assets		657,789		384,628		147,228
Liabilities
Notes payable		-		234,500		-
Lease liability		-		-		131,930
Total liabilities		-		234,500		131,930
Total assets and liabilities		657,789		150,128		15,298

There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the nine months ended September 30, 2024, or the year ended December 31, 2023.

Major Customers and Accounts Receivable

9 Months Ended

Sep. 30, 2024

Risks and Uncertainties [Abstract]

Major Customers and Accounts Receivable

Note 5 – Major Customers and Accounts Receivable

Other Current Assets

9 Months Ended

Sep. 30, 2024

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Other Current Assets

Note 6 – Other Current Assets

Other current assets consisted of the following as of September 30, 2024 and December 31, 2023:

Schedule of Other Current Assets

	September 30,		December 31,
	2024		2023
Prepaid insurance costs	$	23,485	$	2,403
Prepaid advertising and trade show fees		32,199		20,106
Prepaid professional fees & license fees		45,202		6,056
Prepaid software service		8,978		-
Interest receivable		28,018		19,535
Refund receivable		11,688		-
Total other current assets	$	149,570	$	48,100

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Property and Equipment

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment

Note 7 – Property and Equipment

Property and equipment as of September 30, 2024 and December 31, 2023 consisted of the following:

Schedule of Property and Equipment

	September 30,			December 31,
	2024			2023
Equipment and machinery	$	3,853,671		$	1,233,334
Less: Accumulated depreciation		(491,620	)		(318,335	)
Total property and equipment, net	$	3,362,051		$	914,999

Depreciation of property and equipment was $173,285 and $167,520 for the nine months ended September 30, 2024 and 2023, respectively.

Other Assets

9 Months Ended

Sep. 30, 2024

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Other Assets

Note 8 – Other Assets

Other assets consisted of the following as of September 30, 2024 and December 31, 2023:

Schedule of Other Assets

	September 30,		December 31,
	2024		2023
Deposit on first position mortgage⁽¹⁾	$	275,000	$	-
VAT tax receivable⁽²⁾		245,411		-
Total other current assets	$	520,411	$	-

⁽¹⁾

⁽²⁾

Notes Receivable

9 Months Ended

Sep. 30, 2024

Receivables [Abstract]

Notes Receivable

Note 9 – Notes Receivable

Nanuva Note Receivable

	Exclusivity	Minimum Volume
Product	Territories	(Kg/month)(“MOQ”)
Avocado Powder	Worldwide (except Chile)		1,000
Banana Chips	Worldwide (except Chile)		1,000
Avocado Snacks	North America (Canada and USA)		1,000
Avocado Chips	Worldwide		1,000
Other Powders	No Exclusivity		-0-

Accrued Expenses

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Accrued Expenses

Note 10 – Accrued Expenses

Accrued expenses consisted of the following as of September 30, 2024 and December 31, 2023, respectively:

Schedule of Accrued Expenses

	September 30,		December 31,
	2024		2023
Accrued payroll and taxes	$	72,550	$	43,376
Accrued interest		61,252		2,577
Accrued chargebacks		58,534		119,291
Total accrued expenses	$	192,336	$	165,244

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Convertible Notes Payable, Related Parties

9 Months Ended

Sep. 30, 2024

Convertible Notes Payable Related Parties

Convertible Notes Payable, Related Parties

Note 11 – Convertible Notes Payable, Related Parties

Notes Payable

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Notes Payable

Note 12 – Notes Payable

Notes payable consists of the following as of September 30, 2024 and December 31, 2023:

Schedule of Notes Payable

	September 30,		December 31,
	2024		2023
On May 22, 2023, the Company entered into an equipment purchase agreement with the EnWave Corporation (“EnWave”), for the purchase of a used 100kW Rev vacuum microwave dehydration machine (the “EnWave Machine”). Cash payments of $500,000 were paid towards the $1,000,000 purchase price on the EnWave Machine, while the $500,000 balance due is to be paid in twelve (12) monthly installments of $44,424, bearing interest 12% per annum, commencing August 1, 2024.	$	374,898	$	-
On May 22, 2023, the Company entered into an equipment purchase agreement with the EnWave Corporation (“EnWave”), for the purchase of a used 100kW Rev vacuum microwave dehydration machine (the “EnWave Machine”). Cash payments of $500,000 were paid towards the $1,000,000 purchase price on the EnWave Machine, while the $500,000 balance due is to be paid in twelve (12) monthly installments of $44,424, bearing interest 12% per annum, commencing August 1, 2024.	$	374,898	$	-

On March 15, 2023, the Company completed the sale of a $200,000 Promissory Note to The John & Kristen Hinman Trust Dated February 23, 2016 (the “Hinman Note”), pursuant to the Loan Agreement between the Company and the Hinman Trust. The Hinman Note carried interest at 18% per annum. The Hinman Note was repaid on January 2, 2024.		-		200,000

On May 17, 2020, the Company entered into a loan agreement with the United States Small Business Administration (the “SBA”), as lender, pursuant to the SBA’s Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business (the “EIDL Loan Agreement”) encompassing a $34,500 Promissory Note issued to the SBA (the “EIDL Note”) (together with the EIDL Loan Agreement, the “EIDL Loan”), bearing interest at 3.75% per annum. In connection with entering into the EIDL Loan, the Company also executed a security agreement, dated May 17, 2020, between the SBA and the Company pursuant to which the EIDL Loan is secured by a security interest on all of the Company’s assets. Under the EIDL Note, the Company is required to pay principal and interest payments of $169 every month beginning May 17, 2021; however, the SBA extended the repayment date to November 17, 2022. All remaining principal and accrued interest is due and payable on May 17, 2050. The EIDL Note may be repaid at any time without penalty.		34,500		34,500

Total notes payable	$	409,398	$	234,500
Less: current maturities		374,898		200,000
Notes payable, less current maturities	$	34,500	$	34,500

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Notes Payable, Related Parties

9 Months Ended

Sep. 30, 2024

Notes Payable Related Parties

Notes Payable, Related Parties

Note 13 – Notes Payable, Related Parties

Kaufman Note

Eagle Vision Notes

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Notes payable, related parties, consists of the following as of September 30, 2024 and December 31, 2023:

	September 30,		December 31,
	2024		2023

Total Kaufman Note	$	1,200,000	$	-

Total Senior Notes held by Eagle Vision	$	1,560,000	$	-
Total Senior Notes payable	$	1,560,000	$	-
Total notes payable, related parties		2,760,000		-
Less: debt discounts		109,655		-
Less: current maturities		1,200,000		-
Notes payable, related parties, less current maturities	$	1,450,345	$	-

The Company recognized aggregate interest expense for the nine months ended September 30, 2024 and 2023 respectively, as follows:

Schedule of Recognized Interest Expense

	September 30,		September 30,
	2024		2023
Interest on convertible notes payable, related parties	$	45,370	$	3,696
Amortization of debt discounts on related party convertible notes		9,838		-
Amortization of debt discounts on related party convertible notes, warrants		2,749		-
Amortization of debt discounts on related party convertible notes		2,749		-
Interest on convertible notes payable		-		138,316
Interest on notes payable		9,231		205,159
Interest on notes payable, related parties		131,053		-
Interest on notes payable		131,053		-
Amortization of debt discounts on related party notes		175,473		-
Amortization of debt discounts on modification of Eagle Vision warrants		89,949		-
Amortization of debt discounts on related party notes, warrants		54,570		46,090
Amortization of debt discounts on related party notes		54,570		46,090
Interest on revolving line of credit		-		8,251
Finance charge on letter of credit		-		2,082
Interest on credit cards		-		2,406
Total interest expense	$	518,233	$	406,000

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Leases

9 Months Ended

Sep. 30, 2024

Leases

Leases

Note 14 – Leases

Equipment Lease

Peru Facility Lease

The components of lease expense were as follows:

	2024		2023
	For the Nine Months Ended
	September 30,
	2024		2023
Operating lease cost:
Amortization of right-of-use asset	$	80,973	$	-
Interest on lease liability		35,284		-
Total operating lease cost		116,257		-
Finance lease cost:
Amortization of right-of-use asset	$	25,985	$	-
Interest on lease liability		10,059		-
Total finance lease cost		36,044		-
Total finance lease cost	$	152,301	$	-

Supplemental balance sheet information related to leases was as follows:

	September 30,			December 31,
	2024			2023
Operating lease:
Operating lease assets	$	1,862,386		$	-

Current portion of operating lease liability	$	11,673			-
Noncurrent operating lease liability		1,926,970			-
Total operating lease liability	$	1,938,643		$	-
Finance lease:
Finance lease assets	$	121,243		$	147,228

Current portion of finance lease liability	$	33,546			30,901
Noncurrent finance lease liability		75,529			101,029
Total finance lease liability	$	109,075		$	131,930

Weighted average remaining lease term:
Operating lease		9.58 years			-
Finance lease		2.66 years			3.35 years

Weighted average discount rate:
Operating lease		4.45	%		-
Finance lease		11.00	%		11.00	%

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Supplemental cash flow and other information related to finance leases was as follows:

	2024		2023
	For the Nine Months Ended
	September 30,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases	$	4,715	$	-
Finance cash flows used for finance leases	$	22,855	$	-
				-
Leased assets obtained in exchange for lease liabilities:				-
Total operating lease liabilities	$	1,943,358	$	-
Total finance lease liabilities	$	168,320	$	-

The future minimum lease payments due under operating leases as of September 30, 2024 is as follows:

Year Ending	Minimum Lease
December 31,	Commitments
2024 (for the three months remaining)	$	24,000
2025		96,000
2026		192,000
2027		256,000
2028		280,000
Thereafter		1,596,000
Total minimum lease payments		2,444,000
Less effects of discounting		505,357
Lease liability recognized		1,938,643
Less current portion		11,673
Long-term operating lease liability	$	1,926,970

The future minimum lease payments due under finance leases as of September 30, 2024 is as follows:

Year Ending	Minimum Lease
December 31,	Commitments
2024 (for the three months remaining)	$	10,972
2025		43,886
2026		43,886
2027		29,258
Total minimum lease payments		128,002
Less effects of discounting		18,927
Lease liability recognized		109,075
Less current portion		33,546
Long-term finance lease liability	$	75,529

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 15 – Commitments and Contingencies

Legal Matters

Operating Lease

Finance Lease

The Company leases equipment under a non-cancelable finance lease payable in monthly installments of $3,657 expiring on August 31, 2027.

Other Contractual Commitments

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Changes in Stockholders’ Equity

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Changes in Stockholders’ Equity

Note 16 – Changes in Stockholders’ Equity

Preferred Stock

The Company has authorized 8,000,000 shares of $0.001 par value preferred stock. As of September 30, 2024, none of the preferred stock had been designated or issued.

Common Stock

Unit Offering Sale of Common Stock and Warrants, Related Parties

On 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; 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, an affiliate of Mr. Dalfonsi, the Company’s CFO, resulting in the issuance of an aggregate of 692,429 shares of common stock and warrants to purchase 865,536 shares of common stock.

Common Stock Sales

The Offering closed on June 28, 2024. The Company received net proceeds from the Offering of $1,000,925 after deducting the underwriting discounts and commissions and offering expenses.

Common Stock Issued for Services

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Common Stock Options

9 Months Ended

Sep. 30, 2024

Common Stock Options

Common Stock Options

Note 17 – Common Stock Options

Stock Incentive Plan

Common Stock Options Issued for Services

Common Stock Warrants

9 Months Ended

Sep. 30, 2024

Common Stock Warrants

Common Stock Warrants

Note 18 – Common Stock Warrants

Warrants Issued Pursuant to Convertible Note Financing

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Warrants Issued Pursuant to Executive Unit Offering Sale

Warrants Issued Pursuant to Underwriting Agreement

Warrants Issued Pursuant to Debt Offering

Amendment of Senior Notes and Warrants

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Income Taxes

9 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes

Note 19 - Income Taxes

The effective income tax rate for the nine months ended September 30, 2024 and 2023, was 21%.

Additionally, in accordance with ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions.

Subsequent Events

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

Note 20 – Subsequent Events

The Company evaluates events that have occurred after the balance sheet date through the date these financial statements were issued, noting no reportable event, except as follows:

Nasdaq Compliance

Common Stock Sales

Nature of Business and Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Nature of Business

Basis of Accounting

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at September 30, 2024:

Name of Entity	Jurisdiction	Relationship
BranchOut Food Inc.⁽¹⁾	Nevada, U.S.	Parent
BranchOut Food Sucursal Peru⁽²⁾	Peru	Subsidiary

⁽¹⁾	Holding company in the form of a corporation.
⁽²⁾	Peruvian wholly-owned subsidiary of BranchOut Food Inc. in the form of a branch.

The consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. The Company’s headquarters are located in Bend, Oregon.

Reclassifications

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Going Concern

Use of Estimates

Segment Reporting

Fair Value of Financial Instruments

Cash and Cash Equivalents

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Cash in Excess of FDIC Insured Limits

Accounts Receivable

Inventory

Schedule of Inventory

	September 30,		December 31,
	2024		2023
Raw materials	$	478,630	$	13,734
Finished goods		365,395		323,071
Total inventory		844,025		336,805

Property and Equipment

Schedule of Estimated Useful Lives

Office equipment			3 years
Furniture and fixtures			5 years
Equipment and machinery			5-7 years

Impairment of Long-Lived Assets

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

License Agreement

Revenue Recognition

Expenses such as slotting fees, sales discounts, and allowances are accounted for as a direct reduction of revenues as follows for the three and nine months ended September 2024 and 2023:

Schedule of Revenue

	2024		2023		2024		2023
	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023

Revenue	$	2,258,468	$	1,124,578	$	5,181,132	$	1,576,571
Less: slotting, discounts, and allowances		76,973		217,582		169,635		229,170
Net revenue	$	2,181,495	$	906,996	$	5,011,497	$	1,347,401

Cost of Goods Sold

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Advertising Costs

Stock-Based Compensation

The Company incurred stock-based compensation of $698,785 and $179,389 for the nine months ended September 30, 2024 and 2023, respectively.

Recent Accounting Pronouncements

Nature of Business and Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Schedule of Inventory

	September 30,		December 31,
	2024		2023
Raw materials	$	478,630	$	13,734
Finished goods		365,395		323,071
Total inventory		844,025		336,805

Schedule of Estimated Useful Lives

Office equipment			3 years
Furniture and fixtures			5 years
Equipment and machinery			5-7 years

Schedule of Revenue

	2024		2023		2024		2023
	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023

Revenue	$	2,258,468	$	1,124,578	$	5,181,132	$	1,576,571
Less: slotting, discounts, and allowances		76,973		217,582		169,635		229,170
Net revenue	$	2,181,495	$	906,996	$	5,011,497	$	1,347,401

Fair Value of Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Valuation of Financial Instruments at Fair Value on a Recurring Basis

The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of September 30, 2024 and December 31, 2023:

	Level 1		Level 2			Level 3
	Fair Value Measurements at September 30, 2024
	Level 1		Level 2			Level 3
Assets
Cash	$	1,069,193	$	-		$	-
Right-of-use-assets		-		-			1,983,629
Notes receivable		-		359,982			-
Total assets		1,069,193		359,982			1,983,629
Liabilities
Convertible notes payable, net of $83,371 of discounts		-		-			1,916,629
Notes payable		-		409,398			-
Notes payable, related parties, net of $109,655 of discounts		-		2,650,345			-
Lease liabilities		-		-			2,047,718
Total liabilities		-		3,059,743			3,964,347
Total assets and liabilities		1,069,193		(2,699,761	)		(1,980,718	)

	Level 1		Level 2		Level 3
	Fair Value Measurements at December 31, 2023
	Level 1		Level 2		Level 3
Assets
Cash	$	657,789	$	-	$	-
Right-of-use-asset		-		-		147,228
Notes receivable		-		384,628		-
Total assets		657,789		384,628		147,228
Liabilities
Notes payable		-		234,500		-
Lease liability		-		-		131,930
Total liabilities		-		234,500		131,930
Total assets and liabilities		657,789		150,128		15,298

Other Current Assets (Tables)

9 Months Ended

Sep. 30, 2024

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Other Current Assets

Other current assets consisted of the following as of September 30, 2024 and December 31, 2023:

Schedule of Other Current Assets

	September 30,		December 31,
	2024		2023
Prepaid insurance costs	$	23,485	$	2,403
Prepaid advertising and trade show fees		32,199		20,106
Prepaid professional fees & license fees		45,202		6,056
Prepaid software service		8,978		-
Interest receivable		28,018		19,535
Refund receivable		11,688		-
Total other current assets	$	149,570	$	48,100

Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment as of September 30, 2024 and December 31, 2023 consisted of the following:

Schedule of Property and Equipment

	September 30,			December 31,
	2024			2023
Equipment and machinery	$	3,853,671		$	1,233,334
Less: Accumulated depreciation		(491,620	)		(318,335	)
Total property and equipment, net	$	3,362,051		$	914,999

Other Assets (Tables)

9 Months Ended

Sep. 30, 2024

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Other Assets

Other assets consisted of the following as of September 30, 2024 and December 31, 2023:

Schedule of Other Assets

	September 30,		December 31,
	2024		2023
Deposit on first position mortgage⁽¹⁾	$	275,000	$	-
VAT tax receivable⁽²⁾		245,411		-
Total other current assets	$	520,411	$	-

⁽¹⁾

⁽²⁾

Notes Receivable (Tables)

9 Months Ended

Sep. 30, 2024

Receivables [Abstract]

Summary of Nanuva’s Exclusive Distributor in Territories

	Exclusivity	Minimum Volume
Product	Territories	(Kg/month)(“MOQ”)
Avocado Powder	Worldwide (except Chile)		1,000
Banana Chips	Worldwide (except Chile)		1,000
Avocado Snacks	North America (Canada and USA)		1,000
Avocado Chips	Worldwide		1,000
Other Powders	No Exclusivity		-0-

Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses consisted of the following as of September 30, 2024 and December 31, 2023, respectively:

Schedule of Accrued Expenses

	September 30,		December 31,
	2024		2023
Accrued payroll and taxes	$	72,550	$	43,376
Accrued interest		61,252		2,577
Accrued chargebacks		58,534		119,291
Total accrued expenses	$	192,336	$	165,244

Notes Payable (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Schedule of Notes Payable

Notes payable consists of the following as of September 30, 2024 and December 31, 2023:

Schedule of Notes Payable

	September 30,		December 31,
	2024		2023
On May 22, 2023, the Company entered into an equipment purchase agreement with the EnWave Corporation (“EnWave”), for the purchase of a used 100kW Rev vacuum microwave dehydration machine (the “EnWave Machine”). Cash payments of $500,000 were paid towards the $1,000,000 purchase price on the EnWave Machine, while the $500,000 balance due is to be paid in twelve (12) monthly installments of $44,424, bearing interest 12% per annum, commencing August 1, 2024.	$	374,898	$	-
On May 22, 2023, the Company entered into an equipment purchase agreement with the EnWave Corporation (“EnWave”), for the purchase of a used 100kW Rev vacuum microwave dehydration machine (the “EnWave Machine”). Cash payments of $500,000 were paid towards the $1,000,000 purchase price on the EnWave Machine, while the $500,000 balance due is to be paid in twelve (12) monthly installments of $44,424, bearing interest 12% per annum, commencing August 1, 2024.	$	374,898	$	-

On March 15, 2023, the Company completed the sale of a $200,000 Promissory Note to The John & Kristen Hinman Trust Dated February 23, 2016 (the “Hinman Note”), pursuant to the Loan Agreement between the Company and the Hinman Trust. The Hinman Note carried interest at 18% per annum. The Hinman Note was repaid on January 2, 2024.		-		200,000

On May 17, 2020, the Company entered into a loan agreement with the United States Small Business Administration (the “SBA”), as lender, pursuant to the SBA’s Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business (the “EIDL Loan Agreement”) encompassing a $34,500 Promissory Note issued to the SBA (the “EIDL Note”) (together with the EIDL Loan Agreement, the “EIDL Loan”), bearing interest at 3.75% per annum. In connection with entering into the EIDL Loan, the Company also executed a security agreement, dated May 17, 2020, between the SBA and the Company pursuant to which the EIDL Loan is secured by a security interest on all of the Company’s assets. Under the EIDL Note, the Company is required to pay principal and interest payments of $169 every month beginning May 17, 2021; however, the SBA extended the repayment date to November 17, 2022. All remaining principal and accrued interest is due and payable on May 17, 2050. The EIDL Note may be repaid at any time without penalty.		34,500		34,500

Total notes payable	$	409,398	$	234,500
Less: current maturities		374,898		200,000
Notes payable, less current maturities	$	34,500	$	34,500

Notes Payable, Related Parties (Tables)

9 Months Ended

Sep. 30, 2024

Defined Benefit Plan Disclosure [Line Items]

Schedule of Notes Payable Related Parties

Notes payable consists of the following as of September 30, 2024 and December 31, 2023:

Schedule of Notes Payable

	September 30,		December 31,
	2024		2023
On May 22, 2023, the Company entered into an equipment purchase agreement with the EnWave Corporation (“EnWave”), for the purchase of a used 100kW Rev vacuum microwave dehydration machine (the “EnWave Machine”). Cash payments of $500,000 were paid towards the $1,000,000 purchase price on the EnWave Machine, while the $500,000 balance due is to be paid in twelve (12) monthly installments of $44,424, bearing interest 12% per annum, commencing August 1, 2024.	$	374,898	$	-
On May 22, 2023, the Company entered into an equipment purchase agreement with the EnWave Corporation (“EnWave”), for the purchase of a used 100kW Rev vacuum microwave dehydration machine (the “EnWave Machine”). Cash payments of $500,000 were paid towards the $1,000,000 purchase price on the EnWave Machine, while the $500,000 balance due is to be paid in twelve (12) monthly installments of $44,424, bearing interest 12% per annum, commencing August 1, 2024.	$	374,898	$	-

On March 15, 2023, the Company completed the sale of a $200,000 Promissory Note to The John & Kristen Hinman Trust Dated February 23, 2016 (the “Hinman Note”), pursuant to the Loan Agreement between the Company and the Hinman Trust. The Hinman Note carried interest at 18% per annum. The Hinman Note was repaid on January 2, 2024.		-		200,000

On May 17, 2020, the Company entered into a loan agreement with the United States Small Business Administration (the “SBA”), as lender, pursuant to the SBA’s Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business (the “EIDL Loan Agreement”) encompassing a $34,500 Promissory Note issued to the SBA (the “EIDL Note”) (together with the EIDL Loan Agreement, the “EIDL Loan”), bearing interest at 3.75% per annum. In connection with entering into the EIDL Loan, the Company also executed a security agreement, dated May 17, 2020, between the SBA and the Company pursuant to which the EIDL Loan is secured by a security interest on all of the Company’s assets. Under the EIDL Note, the Company is required to pay principal and interest payments of $169 every month beginning May 17, 2021; however, the SBA extended the repayment date to November 17, 2022. All remaining principal and accrued interest is due and payable on May 17, 2050. The EIDL Note may be repaid at any time without penalty.		34,500		34,500

Total notes payable	$	409,398	$	234,500
Less: current maturities		374,898		200,000
Notes payable, less current maturities	$	34,500	$	34,500

Schedule of Recognized Interest Expense

The Company recognized aggregate interest expense for the nine months ended September 30, 2024 and 2023 respectively, as follows:

Schedule of Recognized Interest Expense

	September 30,		September 30,
	2024		2023
Interest on convertible notes payable, related parties	$	45,370	$	3,696
Amortization of debt discounts on related party convertible notes		9,838		-
Amortization of debt discounts on related party convertible notes, warrants		2,749		-
Amortization of debt discounts on related party convertible notes		2,749		-
Interest on convertible notes payable		-		138,316
Interest on notes payable		9,231		205,159
Interest on notes payable, related parties		131,053		-
Interest on notes payable		131,053		-
Amortization of debt discounts on related party notes		175,473		-
Amortization of debt discounts on modification of Eagle Vision warrants		89,949		-
Amortization of debt discounts on related party notes, warrants		54,570		46,090
Amortization of debt discounts on related party notes		54,570		46,090
Interest on revolving line of credit		-		8,251
Finance charge on letter of credit		-		2,082
Interest on credit cards		-		2,406
Total interest expense	$	518,233	$	406,000

Related Party [Member]

Defined Benefit Plan Disclosure [Line Items]

Schedule of Notes Payable Related Parties

Notes payable, related parties, consists of the following as of September 30, 2024 and December 31, 2023:

	September 30,		December 31,
	2024		2023

Total Kaufman Note	$	1,200,000	$	-

Total Senior Notes held by Eagle Vision	$	1,560,000	$	-
Total Senior Notes payable	$	1,560,000	$	-
Total notes payable, related parties		2,760,000		-
Less: debt discounts		109,655		-
Less: current maturities		1,200,000		-
Notes payable, related parties, less current maturities	$	1,450,345	$	-

Leases (Tables)

9 Months Ended

Sep. 30, 2024

Leases

Schedule of Components of Lease Expenses

The components of lease expense were as follows:

	2024		2023
	For the Nine Months Ended
	September 30,
	2024		2023
Operating lease cost:
Amortization of right-of-use asset	$	80,973	$	-
Interest on lease liability		35,284		-
Total operating lease cost		116,257		-
Finance lease cost:
Amortization of right-of-use asset	$	25,985	$	-
Interest on lease liability		10,059		-
Total finance lease cost		36,044		-
Total finance lease cost	$	152,301	$	-

Schedule of Supplemental Information Related to Leases

Supplemental balance sheet information related to leases was as follows:

	September 30,			December 31,
	2024			2023
Operating lease:
Operating lease assets	$	1,862,386		$	-

Current portion of operating lease liability	$	11,673			-
Noncurrent operating lease liability		1,926,970			-
Total operating lease liability	$	1,938,643		$	-
Finance lease:
Finance lease assets	$	121,243		$	147,228

Current portion of finance lease liability	$	33,546			30,901
Noncurrent finance lease liability		75,529			101,029
Total finance lease liability	$	109,075		$	131,930

Weighted average remaining lease term:
Operating lease		9.58 years			-
Finance lease		2.66 years			3.35 years

Weighted average discount rate:
Operating lease		4.45	%		-
Finance lease		11.00	%		11.00	%

Schedule of Supplemental Cash and Other Information Related to finance Leases

Supplemental cash flow and other information related to finance leases was as follows:

	2024		2023
	For the Nine Months Ended
	September 30,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases	$	4,715	$	-
Finance cash flows used for finance leases	$	22,855	$	-
				-
Leased assets obtained in exchange for lease liabilities:				-
Total operating lease liabilities	$	1,943,358	$	-
Total finance lease liabilities	$	168,320	$	-

Schedule of Future Minimum Operating Lease Payments

The future minimum lease payments due under operating leases as of September 30, 2024 is as follows:

Year Ending	Minimum Lease
December 31,	Commitments
2024 (for the three months remaining)	$	24,000
2025		96,000
2026		192,000
2027		256,000
2028		280,000
Thereafter		1,596,000
Total minimum lease payments		2,444,000
Less effects of discounting		505,357
Lease liability recognized		1,938,643
Less current portion		11,673
Long-term operating lease liability	$	1,926,970

Schedule of Future Minimum Lease Payments

The future minimum lease payments due under finance leases as of September 30, 2024 is as follows:

Year Ending	Minimum Lease
December 31,	Commitments
2024 (for the three months remaining)	$	10,972
2025		43,886
2026		43,886
2027		29,258
Total minimum lease payments		128,002
Less effects of discounting		18,927
Lease liability recognized		109,075
Less current portion		33,546
Long-term finance lease liability	$	75,529

Schedule of Inventory (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Raw materials	$ 478,630	$ 13,734
Finished goods	365,395	323,071
Total inventory	$ 844,025	$ 336,805

Schedule of Estimated Useful Lives (Details)	Sep. 30, 2024
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	3 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	5 years
Machinery and Equipment [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	5 years
Machinery and Equipment [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	7 years

Schedule of Revenue (Details) - USD ($)	3 Months Ended		9 Months Ended
Schedule of Revenue (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Accounting Policies [Abstract]
Revenue	$ 2,258,468	$ 1,124,578	$ 5,181,132	$ 1,576,571
Less: slotting, discounts, and allowances	76,973	217,582	169,635	229,170
Net revenue	$ 2,181,495	$ 906,996	$ 5,011,497	$ 1,347,401

Nature of Business and Significant Accounting Policies (Details Narrative)	9 Months Ended
	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	May 10, 2024 ft²	Apr. 26, 2024 ft²	Dec. 31, 2023 USD ($)
Lessee, Lease, Description [Line Items]
Accumulated deficit	$ 16,074,867				$ 12,810,541
Working capital	702,541
Cash equivalents	0				0
FDIC insured amount	250,000
Cash uninsured amount	631,973				407,789
Allowance for doubtful accounts	0				0
Prepaid inventory advances	$ 337,945
Advances of estimated finish product costs percentage	70.00%
Advances of remaining finish product costs percentage	30.00%
Advertising expense	$ 223,801	$ 105,402
Stock-based compensation	$ 698,785	$ 179,389
Peru Facility Lease [Member]
Lessee, Lease, Description [Line Items]
Area of lease land \| ft²			50,000	50,000

Related Party Transactions (Details Narrative) - USD ($)								4 Months Ended	8 Months Ended	9 Months Ended
	Aug. 30, 2024	Jul. 24, 2024	Jul. 15, 2024	May 22, 2024	Apr. 16, 2024	Feb. 22, 2024	Jan. 10, 2024	May 22, 2024	Sep. 09, 2024	Sep. 30, 2024	Sep. 30, 2023	Jun. 28, 2024
Proceeds from Convertible Debt											$ 442,500
Amended warrants										$ 89,949
Agreed to purchase value											4,942,046
Chief Executive Officer [Member]
Number of options granted						140,000
Chief Financial Officer [Member]
Number of options granted						75,000
Director [Member]
Exercisable term						10 years
Common Stock [Member]
Agreed to purchase value											$ 1,190
Shares of common stock											1,190,000
Common Stock [Member] \| President [Member]
Shares of common stock	692,429		692,429
Common Stock [Member] \| Chief Executive Officer [Member]
Number of options granted						140,000
Exercise price						$ 1.92
Exercisable term						10 years
Common Stock [Member] \| Chief Financial Officer [Member]
Number of options granted						75,000
Exercise price						$ 1.92
Exercisable term						10 years
Common Stock [Member] \| Director [Member]
Number of options granted						79,166
Exercise price						$ 1.92
Exercisable term						10 years
Warrant [Member]
Warrants to purchase shares				518,750				518,750		3,462,162		100,625
Warrants exercise price				$ 2.00				$ 2.00		$ 1.87
Warrant [Member] \| President [Member]
Warrants to purchase shares	865,536		865,536
Senior Secured Convertible Promissory Note [Member] \| Kaufman Kapital [Member
Convertible debt maturity date on earlier	Dec. 31, 2024
Other Borrowings	$ 1,200,000
Debt Instrument, Face Amount	1,200,000
[custom:ProceedsFromAdditionalLoan]	$ 1,400,000
Debt Instrument, Interest Rate, Stated Percentage	15.00%
Convertible Debt [Member]
Convertible debt maturity date on earlier		Dec. 31, 2025
Sale of debt securities		$ 5,000,000
Bear interest percentage		12.00%
Securities Purchase Agreement [Member] \| 1.00 Warrant [Member]
Warrants to purchase shares		1,000,000	1,000,000
Warrants exercise price		$ 1.00	$ 1.00
Securities Purchase Agreement [Member] \| 1.50 Warrant [Member]
Warrants to purchase shares		500,000	500,000
Warrants exercise price		$ 1.50	$ 1.50
Securities Purchase Agreement [Member] \| Common Stock [Member]
Sale of Stock, Price Per Share			$ 0.7582
Securities Purchase Agreement [Member] \| Senior Secured Convertible Promissory Note [Member]
Debt Instrument, Interest Rate, Effective Percentage		12.00%	12.00%
Securities Purchase Agreement [Member] \| Convertible Debt [Member]
Proceeds from Secured Notes Payable		$ 3,400,000
Securities Purchase Agreement [Member] \| Convertible Debt [Member] \| Maximum [Member]
Proceeds from Secured Notes Payable		3,400,000	$ 3,400,000
Securities Purchase Agreement [Member] \| Initial Loan [Member]
Proceeds from Convertible Debt		$ 2,000,000	2,000,000
Subscription Agreement [Member]
Debt Instrument, Interest Rate, Stated Percentage				15.00%				15.00%
Warrant purchase price		$ 2.00							$ 2.00	2.00
Warrant exercise price, decrease		$ 1.00					$ 1.00			$ 1.00
Warrant term description		the outside maturity date of the Senior Notes held by the Holders was extended from December 31, 2024 to December 31, 2025					the outside maturity date of the Senior Notes held by the Holders was extended from December 31, 2024 to December 31, 2025			the outside maturity date of the Senior Notes held by the Holders was extended from December 31, 2024 to December 31, 2025
Amended warrants		$ 89,949								$ 89,949
Proceeds from sale of senior notes and warrants				$ 1,050,000				$ 1,675,000		1,675,000
Debt Instrument, Maturity Date								Dec. 31, 2025
Agreed to purchase value			$ 525,000
Subscription Agreement [Member] \| Eagle Vision Fund LP [Member]
Cash fee paid				$ 177,500				$ 177,500		177,500
Legal fees								$ 35,000		$ 35,000
Subscription Agreement [Member] \| Common Stock [Member]
Warrants to purchase shares					100,000
Shares of common stock			100
Subscription Agreement [Member] \| Warrant [Member]
Warrants to purchase shares			125	262,500				262,500
Warrants exercise price			$ 1.00	$ 1.00			$ 1.00	$ 1.00
Warrant purchase price			$ 75.82
Warrant exercisable term								10 years
Warrants term			10 years
Subscription Agreement [Member] \| Warrant [Member] \| Senior Secured Promissory Notes [Member]
Warrants to purchase shares				518,750				518,750		518,750
Subscription Agreement [Member] \| Maximum [Member]
Proceeds from Secured Notes Payable					$ 2,000,000
Warrants to purchase shares					600,000

Formation of Subsidiary (Details Narrative) - ft²	May 10, 2024	Apr. 26, 2024
Peru Facility Lease [Member]
Lessee, Lease, Description [Line Items]
Area of lease land	50,000	50,000

Schedule of Valuation of Financial Instruments at Fair Value on a Recurring Basis (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Assets
Right-of-use-asset	$ 1,862,386
Related Party [Member]
Liabilities
Notes payable	2,760,000
Fair Value, Inputs, Level 1 [Member]
Assets
Cash	1,069,193	657,789
Right-of-use-asset
Notes receivable
Total assets	1,069,193	657,789
Liabilities
Convertible notes payable, net of $83,371 of discounts
Notes payable
Lease liability
Total liabilities
Total assets and liabilities	1,069,193	657,789
Fair Value, Inputs, Level 1 [Member] \| Nonrelated Party [Member]
Liabilities
Notes payable
Fair Value, Inputs, Level 1 [Member] \| Related Party [Member]
Liabilities
Notes payable
Fair Value, Inputs, Level 2 [Member]
Assets
Cash
Right-of-use-asset
Notes receivable	359,982	384,628
Total assets	359,982	384,628
Liabilities
Convertible notes payable, net of $83,371 of discounts
Notes payable		234,500
Lease liability
Total liabilities	3,059,743	234,500
Total assets and liabilities	(2,699,761)	150,128
Fair Value, Inputs, Level 2 [Member] \| Nonrelated Party [Member]
Liabilities
Notes payable	409,398
Fair Value, Inputs, Level 2 [Member] \| Related Party [Member]
Liabilities
Notes payable	2,650,345
Fair Value, Inputs, Level 3 [Member]
Assets
Cash
Right-of-use-asset	1,983,629	147,228
Notes receivable
Total assets	1,983,629	147,228
Liabilities
Convertible notes payable, net of $83,371 of discounts	1,916,629
Notes payable
Lease liability	2,047,718	131,930
Total liabilities	3,964,347	131,930
Total assets and liabilities	(1,980,718)	$ 15,298
Fair Value, Inputs, Level 3 [Member] \| Nonrelated Party [Member]
Liabilities
Notes payable
Fair Value, Inputs, Level 3 [Member] \| Related Party [Member]
Liabilities
Notes payable

Schedule of Valuation of Financial Instruments at Fair Value on a Recurring Basis (Details) (Parenthetical) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Related Party [Member]
Debt Instrument [Line Items]
Debt discount notes payable	$ 109,655
Convertible Debt [Member]
Debt Instrument [Line Items]
Debt discount convertible notes payable	$ 83,371

Major Customers and Accounts Receivable (Details Narrative) - Customer Concentration Risk [Member]	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Revenue Benchmark [Member] \| Certain Customer [Member]
Concentration Risk [Line Items]
Concentration risk percentage	10.00%
Revenue Benchmark [Member] \| One Customer [Member]
Concentration Risk [Line Items]
Concentration risk percentage	99.00%
Revenue Benchmark [Member] \| Two Customers [Member]
Concentration Risk [Line Items]
Concentration risk percentage		87.00%
Accounts Receivable [Member] \| Certain Customer [Member]
Concentration Risk [Line Items]
Concentration risk percentage	10.00%
Accounts Receivable [Member] \| One Customer [Member]
Concentration Risk [Line Items]
Concentration risk percentage	97.00%
Accounts Receivable [Member] \| Two Customers [Member]
Concentration Risk [Line Items]
Concentration risk percentage		79.00%

Schedule of Other Current Assets (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid insurance costs	$ 23,485	$ 2,403
Prepaid advertising and trade show fees	32,199	20,106
Prepaid professional fees & license fees	45,202	6,056
Prepaid software service	8,978
Interest receivable	28,018	19,535
Refund receivable	11,688
Total other current assets	$ 149,570	$ 48,100

Schedule of Property and Equipment (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Equipment and machinery	$ 3,853,671	$ 1,233,334
Less: Accumulated depreciation	(491,620)	(318,335)
Total property and equipment, net	$ 3,362,051	$ 914,999

Property and Equipment (Details Narrative) - USD ($)	9 Months Ended
Property and Equipment (Details Narrative) - USD ($)	Sep. 30, 2024	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Depreciation	$ 173,285	$ 167,520

Schedule of Other Assets (Details) - USD ($)

Sep. 30, 2024

Dec. 31, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Deposit on first position mortgage

^[1]

$ 275,000

VAT tax receivable

^[2]

245,411

Total other current assets

$ 520,411

[1]

[2]

Schedule of Other Assets (Details) (Parenthetical)	May 10, 2024 USD ($)
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Payment for purchase of first position mortgage receivable	$ 275,000
Purchase amount of first position mortgage receivable	1,267,000
Amount due and payable	$ 992,000

Summary of Nanuva’s Exclusive Distributor in Territories (Details)	Sep. 30, 2024 kg
Other Powder [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Minimum volume	0
Worldwide Except Chile Territory [Member] \| Avocado Powder [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Minimum volume	1,000
Worldwide Except Chile Territory [Member] \| Banana Chips [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Minimum volume	1,000
North America [Member] \| Avocado Snacks [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Minimum volume	1,000
Worldwide Territory [Member] \| Avocado Chips [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Minimum volume	1,000

Notes Receivable (Details Narrative) - Manufacturing and Distributorship Agreement [Member] - USD ($)		9 Months Ended
	Mar. 24, 2021	Sep. 30, 2024	Dec. 31, 2023	Feb. 04, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Amount loaned as per agreement				$ 500,000
Interest rate				3.00%
Amount repaid as a reduction of inventory costs		$ 140,018
Principal amount		140,018
Interest amount		16,223
Payment in cash	$ 15,000
Note receivable due		388,000	$ 404,163
Note principal amount receivable		359,982	384,628
Note interest amount receivable		$ 28,018	$ 19,535

Schedule of Accrued Expenses (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued payroll and taxes	$ 72,550	$ 43,376
Accrued interest	61,252	2,577
Accrued chargebacks	58,534	119,291
Total accrued expenses	$ 192,336	$ 165,244

Convertible Notes Payable, Related Parties (Details Narrative) - USD ($)			9 Months Ended
	Jul. 24, 2024	Jul. 15, 2024	Sep. 30, 2024	Sep. 30, 2023	Jun. 28, 2024	May 22, 2024
Proceeds from Convertible Debt				$ 442,500
Stated interest expense			9,231	205,159
Amortization of debt discounts			$ 242,630	46,090
Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			3,462,162		100,625	518,750
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 1.87			$ 2.00
Related Party [Member]
Stated interest expense			$ 131,053
Related Party [Member] \| Convertible Notes Payable [Member]
Interest expense			57,957
Stated interest expense			45,370
Amortization of debt discounts			9,838
Related Party [Member] \| Convertible Notes Payable [Member] \| Warrant [Member]
Amortization of debt discounts			$ 2,749
Convertible Debt [Member]
Convertible debt maturity date on earlier	Dec. 31, 2025
Sale of debt securities	$ 5,000,000
Bear interest percentage	12.00%
Securities Purchase Agreement [Member] \| 1.00 Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	1,000,000	1,000,000
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 1.00	$ 1.00
Securities Purchase Agreement [Member] \| 1.50 Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	500,000	500,000
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 1.50	$ 1.50
Securities Purchase Agreement [Member] \| Senior Secured Convertible Promissory Note [Member]
Debt Instrument, Interest Rate, Effective Percentage	12.00%	12.00%
Securities Purchase Agreement [Member] \| Convertible Debt [Member]
Proceeds from Secured Notes Payable	$ 3,400,000
Securities Purchase Agreement [Member] \| Convertible Debt [Member] \| Maximum [Member]
Proceeds from Secured Notes Payable	3,400,000	$ 3,400,000
Securities Purchase Agreement [Member] \| Initial Loan [Member]
Proceeds from Convertible Debt	$ 2,000,000	$ 2,000,000

Schedule of Notes Payable (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Short-Term Debt [Line Items]
Total notes payable	$ 409,398	$ 234,500
Nonrelated Party [Member]
Short-Term Debt [Line Items]
Less: current maturities	374,898	200,000
Notes payable, less current maturities	34,500	34,500
Notes Payable [Member]
Short-Term Debt [Line Items]
Total notes payable	374,898
Notes Payable One [Member]
Short-Term Debt [Line Items]
Total notes payable		200,000
Notes Payable Two [Member]
Short-Term Debt [Line Items]
Total notes payable	$ 34,500	$ 34,500

Schedule of Notes Payable (Details) (Parenthetical) - USD ($)				9 Months Ended
	May 22, 2023	Mar. 15, 2023	May 17, 2020	Sep. 30, 2024	Sep. 30, 2023
Debt Instrument [Line Items]
Promissory note issued					$ 370,000
EIDL Loan [Member]
Debt Instrument [Line Items]
Interest rate			3.75%
Promissory note issued			$ 34,500
Principal and interest payment			$ 169
Equipment Purchase Agreement [Member] \| EnWave Equipment [Member]
Debt Instrument [Line Items]
Cash paid on purchase of equipment	$ 500,000
Purchase price of equipment	1,000,000
Balance due to be paid	500,000
Repayment of debt	$ 44,424
Interest rate	12.00%
Loan Agreement [Member] \| Hinman Note [Member]
Debt Instrument [Line Items]
Interest rate		18.00%
Promissory note issued		$ 200,000

Notes Payable (Details Narrative) - USD ($)	9 Months Ended
Notes Payable (Details Narrative) - USD ($)	Sep. 30, 2024	Sep. 30, 2023
Short-Term Debt [Line Items]
Amortization of debt discounts, derivatives	$ 339,698
Warrant [Member]
Short-Term Debt [Line Items]
Amortization of debt discounts, derivatives	54,570
Notes Payable [Member]
Short-Term Debt [Line Items]
Interest expense	$ 9,231	$ 251,249
Notes Payable [Member] \| Warrant [Member]
Short-Term Debt [Line Items]
Amortization of debt discounts, derivatives		$ 46,090

Schedule of Notes Payable Related Parties (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Defined Benefit Plan Disclosure [Line Items]
Total Senior Notes payable	$ 409,398	$ 234,500
Kaufman Note [Member]
Defined Benefit Plan Disclosure [Line Items]
Total Senior Notes payable	1,200,000
Eagle Vision [Member]
Defined Benefit Plan Disclosure [Line Items]
Total Senior Notes payable	1,560,000
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Total notes payable, related parties	2,760,000
Less: debt discounts	109,655
Less: current maturities	1,200,000
Notes payable, related parties, less current maturities	$ 1,450,345

Schedule of Recognized Interest Expense (Details) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Defined Benefit Plan Disclosure [Line Items]
Interest on convertible notes payable		$ 138,316
Amortization of debt discounts on related party notes	339,698
Interest on notes payable	9,231	205,159
Interest on revolving line of credit		8,251
Finance charge on letter of credit		2,082
Interest on credit cards		2,406
Total interest expense	518,233	406,000
Warrant [Member]
Defined Benefit Plan Disclosure [Line Items]
Amortization of debt discounts on related party notes	54,570
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest on convertible notes payable	45,370	3,696
Amortization of debt discounts on related party notes	175,473
Interest on notes payable	131,053
Related Party [Member] \| Warrant [Member]
Defined Benefit Plan Disclosure [Line Items]
Amortization of debt discounts on related party notes	54,570	46,090
Related Party [Member] \| Convertible Notes Payable [Member]
Defined Benefit Plan Disclosure [Line Items]
Amortization of debt discounts on related party notes	9,838
Interest on notes payable	45,370
Related Party [Member] \| Convertible Notes Payable [Member] \| Warrant [Member]
Defined Benefit Plan Disclosure [Line Items]
Amortization of debt discounts on related party notes	2,749
Eagle Vision [Member] \| Warrant [Member]
Defined Benefit Plan Disclosure [Line Items]
Amortization of debt discounts on related party notes	$ 89,949

Notes Payable, Related Parties (Details Narrative) - USD ($)								3 Months Ended	4 Months Ended	8 Months Ended	9 Months Ended
	Aug. 30, 2024	Jul. 30, 2024	Jul. 24, 2024	Jul. 15, 2024	May 22, 2024	Apr. 16, 2024	Jan. 10, 2024	Sep. 30, 2023	May 22, 2024	Sep. 09, 2024	Sep. 30, 2024	Sep. 30, 2023	May 22, 2025	Jun. 28, 2024	Jan. 09, 2024
Amended warrants											$ 89,949
Payment to Eagle vision fund pursuant to first amendment						$ 80,000
Debt discounts											339,698
Call option value								$ 99,751			290,085	99,751
Amortization of debt discounts											242,630	46,090
Debt instrument, unamortized discount											247,530
Stated interest expense											9,231	205,159
Notes Payable [Member]
Interest expense											9,231	251,249
Related Party [Member]
Debt discounts											175,473
Stated interest expense											131,053
Related Party [Member] \| Notes Payable [Member]
Amended warrants											89,949
Interest expense											450,845
Stated interest expense											130,853
Amortized discounts											175,473
Interest Expense [Member]
Amortization of debt discounts											$ 92,168
Warrant [Member]
Warrants to purchase shares					518,750				518,750		3,462,162			100,625
Warrant exercisable exercise price					$ 2.00				$ 2.00		$ 1.87
Debt discounts											$ 54,570
Warrant [Member] \| Notes Payable [Member]
Debt discounts												46,090
Warrant [Member] \| Related Party [Member]
Debt discounts											54,570	46,090
Warrant [Member] \| Related Party [Member] \| Notes Payable [Member]
Amortized discounts											54,570
Warrant [Member] \| Call Option [Member]
Call option value											80,908
Common Stock [Member]
Call option value								$ 44			$ 216	$ 44
Subscription Agreement [Member]
Debt Instrument, Interest Rate, Stated Percentage					15.00%				15.00%
Warrant exercise price, increase			$ 2.00							$ 2.00	$ 2.00
Warrant exercise price, decrease			$ 1.00				$ 1.00				$ 1.00
Warrant term description			the outside maturity date of the Senior Notes held by the Holders was extended from December 31, 2024 to December 31, 2025				the outside maturity date of the Senior Notes held by the Holders was extended from December 31, 2024 to December 31, 2025				the outside maturity date of the Senior Notes held by the Holders was extended from December 31, 2024 to December 31, 2025
Amended warrants			$ 89,949								$ 89,949
Proceeds from sale of senior notes and warrants					$ 1,050,000				$ 1,675,000		1,675,000
Sale of senior secured promissory notes						$ 225,000									$ 400,000
Repayment of aggregate principal		$ 115,000
Subscription Agreement [Member] \| Eagle Vision Fund LP [Member]
Cash fee paid					$ 177,500				177,500		177,500
Legal fees									$ 35,000		$ 35,000
Subscription Agreement [Member] \| Minimum [Member]
Warrants to purchase shares						100,000
Proceeds from Secured Notes Payable						$ 400,000
Subscription Agreement [Member] \| Maximum [Member]
Warrants to purchase shares						600,000
Proceeds from Secured Notes Payable						$ 2,000,000
Subscription Agreement [Member] \| Subsequent Event [Member]
Interest rate per annum													15.00%
Subscription Agreement [Member] \| Warrant [Member]
Warrant exercise price, increase				$ 75.82
Warrants to purchase shares				125	262,500				262,500
Warrant exercisable expected term							10 years
Warrant exercisable exercise price				$ 1.00	$ 1.00		$ 1.00		$ 1.00
Shares issued						56,250									100,000
Payments for Repurchase of Warrants						$ 46,290
Subscription Agreement [Member] \| Warrant [Member] \| Senior Secured Promissory Notes [Member]
Warrants to purchase shares					518,750				518,750		518,750
Subscription Agreement [Member] \| Common Stock [Member]
Warrants to purchase shares						100,000
Senior Secured Convertible Promissory Note [Member] \| Kaufman Kapital LLC [Member]
Other Borrowings	$ 1,200,000
Debt Instrument, Face Amount	$ 1,200,000
Debt Instrument, Convertible, Earliest Date	Dec. 31, 2024
[custom:ProceedsFromAdditionalLoan]	$ 1,400,000
Debt Instrument, Interest Rate, Stated Percentage	15.00%

Schedule of Components of Lease Expenses (Details) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Leases
Amortization of right-of-use asset	$ 80,973
Interest on lease liability	35,284
Total operating lease cost	116,257
Amortization of right-of-use asset	25,985
Interest on lease liability	10,059
Total finance lease cost	36,044
Total finance lease cost	$ 152,301

Schedule of Supplemental Information Related to Leases (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Leases
Operating lease assets	$ 1,862,386
Current portion of operating lease liability	11,673
Noncurrent operating lease liability	1,926,970
Total operating lease liability	1,938,643
Finance lease assets	121,243	147,228
Current portion of finance lease liability	33,546	30,901
Noncurrent finance lease liability	75,529	101,029
Total finance lease liability	$ 109,075	$ 131,930
Operating lease, weighted average remaining lease term	9 years 6 months 29 days
Finance lease, weighted average remaining lease term	2 years 7 months 28 days	3 years 4 months 6 days
Operating lease, weighted average discount rate, percent	4.45%
Finance lease, weighted average discount rate, percent	11.00%	11.00%

Schedule of Supplemental Cash and Other Information Related to finance Leases (Details) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Leases
Operating cash flows used for operating leases	$ 4,715
Finance cash flows used for finance leases	22,855
Total operating lease liabilities	1,943,358
Total finance lease liabilities	$ 168,320

Schedule of Future Minimum Operating Lease Payments (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Leases
2024 (for the three months remaining)	$ 24,000
2025	96,000
2026	192,000
2027	256,000
2028	280,000
Thereafter	1,596,000
Total minimum lease payments	2,444,000
Less effects of discounting	505,357
Lease liability recognized	1,938,643
Less current portion	11,673
Long-term operating lease liability	$ 1,926,970

Schedule of Future Minimum Lease Payments (Details) - USD ($)	Sep. 30, 2024	Jun. 01, 2024	Dec. 31, 2023	Jun. 01, 2023
Leases
2024 (for the three months remaining)	$ 10,972
2025	43,886
2026	43,886
2027	29,258
Total minimum lease payments	128,002	$ 3,657		$ 3,657
Less effects of discounting	18,927
Lease liability recognized	109,075		$ 131,930
Less current portion	33,546		$ 30,901
Long-term finance lease liability	$ 75,529

Leases (Details Narrative)			9 Months Ended
Leases (Details Narrative)	Aug. 10, 2024 USD ($)	May 10, 2024 USD ($) ft²	Sep. 30, 2024 USD ($) $ / shares	Jun. 01, 2024 USD ($)	Apr. 26, 2024 ft²	Jun. 01, 2023 USD ($)
Lease cost			$ 168,141
Share price \| $ / shares			$ 1.00
Maturity date			Aug. 31, 2027
Finance lease liability			$ 128,002	$ 3,657		$ 3,657
Machinery and Equipment [Member] \| Peru Facility [Member]
Renewal Option of the lease		10 years
Peru Facility Lease [Member]
Area of land \| ft²		50,000			50,000
Purchase the Peru Facility		$ 1,865,456
Mortgage receivable		1,267,000
Pruchase price of mortgage receivable		1,267,000
Payments of mortgage receivable	$ 992,000	275,000
Peru Facility Lease [Member] \| First Two Years [Member]
Lease payments		8,000
Peru Facility Lease [Member] \| Thrid Year [Member]
Lease payments		20,000
Peru Facility Lease [Member] \| Fourth Year [Member]
Lease payments		22,000
Peru Facility Lease [Member] \| Fourth Year [Member]
Lease payments		24,000
Peru Facility Lease [Member] \| Thereafter [Member]
Lease payments		$ 25,000

Commitments and Contingencies (Details Narrative)		9 Months Ended
Commitments and Contingencies (Details Narrative)	May 10, 2024 USD ($) ft²	Sep. 30, 2024 USD ($)	Jun. 01, 2024 USD ($)	Apr. 26, 2024 ft²	Mar. 08, 2024 USD ($)	Sep. 30, 2023 USD ($)	Jun. 01, 2023 USD ($)
Product Liability Contingency [Line Items]
Finance lease liability		$ 128,002	$ 3,657				$ 3,657
Maturity date		Aug. 31, 2027
Royalty payment		$ 250,000
Deposits					$ 50,000	$ 50,000
Machinery and Equipment [Member] \| Peru Facility [Member]
Product Liability Contingency [Line Items]
Renewal Option of the lease	10 years
Peru Facility Lease [Member]
Product Liability Contingency [Line Items]
Area of land \| ft²	50,000			50,000
Purchase the Peru Facility	$ 1,865,456
Peru Facility Lease [Member] \| First Two Years [Member]
Product Liability Contingency [Line Items]
Lease payments	8,000
Peru Facility Lease [Member] \| Thrid Year [Member]
Product Liability Contingency [Line Items]
Lease payments	20,000
Peru Facility Lease [Member] \| Fourth Year [Member]
Product Liability Contingency [Line Items]
Lease payments	22,000
Peru Facility Lease [Member] \| Fourth Year [Member]
Product Liability Contingency [Line Items]
Lease payments	24,000
Peru Facility Lease [Member] \| Thereafter [Member]
Product Liability Contingency [Line Items]
Lease payments	$ 25,000

Changes in Stockholders’ Equity (Details Narrative) - USD ($)														3 Months Ended		8 Months Ended	9 Months Ended
	Aug. 30, 2024	Jul. 24, 2024	Jul. 19, 2024	Jul. 15, 2024	Jun. 28, 2024	Jun. 26, 2024	Jun. 01, 2024	May 01, 2024	Apr. 22, 2024	Apr. 01, 2024	Feb. 19, 2024	Jan. 26, 2024	Jan. 05, 2024	Mar. 31, 2024	Sep. 30, 2023	Sep. 09, 2024	Sep. 30, 2024	Sep. 30, 2023	May 22, 2024	Apr. 16, 2024	Jan. 10, 2024	Dec. 31, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock shares authorized																	8,000,000					8,000,000
Preferred stock par value																	$ 0.001					$ 0.001
Common stock shares authorized																	80,000,000					80,000,000
Common stock par value																	$ 0.001					$ 0.001
Common stock shares issued																	6,924,600					4,044,252
Agreed to purchase value																		$ 4,942,046
Purchase of stock issuance																	$ 413,315	740,290
Underwriting Discount						8.00%
Net proceeds					$ 1,000,925
Stock issued during period, value, issued for services															$ 99,751		$ 290,085	99,751
PCG Advisory Inc [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued during period, shares, issued for services														22,500
Stock issued during period, value, issued for services													$ 36,019
2022 Equity Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued during period, shares, issued for services							6,383	4,766	99,688	4,988	16,836	60,258
Stock issued during period, value, issued for services							$ 9,819	$ 11,438	$ 109,657	$ 9,577	$ 44,278	$ 69,297
Subscription Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Agreed to purchase value				$ 525,000
Warrant purchase price		$ 2.00														$ 2.00	$ 2.00
Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock shares authorized																	8,000,000
Preferred stock par value																	$ 0.001
Agreed to purchase value
Stock issued during period, value, issued for services
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock shares authorized																	80,000,000
Common stock par value																	$ 0.001
Common stock shares authorized																	Each holder of common stock is entitled to one vote for each share of common stock held.
Agreed to purchase value																		$ 1,190
Shares of common stock																		1,190,000
Stock issued during period, shares, issued for services															44,334		215,419	44,334
Stock issued during period, value, issued for services															$ 44		$ 216	$ 44
Common Stock [Member] \| IPO [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares of common stock						1,750,000
Stock price per share						$ 0.80
Common Stock [Member] \| Over-Allotment Option [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares of common stock			222,500
Stock price per share			$ 0.80
Purchase of stock issuance						$ 262,500
Net proceeds			$ 163,760
Underwriting commissions			$ 14,240
Common Stock [Member] \| President [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares of common stock	692,429			692,429
Common Stock [Member] \| Subscription Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares of common stock				100
Warrants to purchase shares																				100,000
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants to purchase shares					100,625												3,462,162		518,750
Warrants exercise price																	$ 1.87		$ 2.00
Warrant [Member] \| President [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants to purchase shares	865,536			865,536
Warrant [Member] \| Subscription Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants to purchase shares				125															262,500
Warrants term				10 years
Warrants exercise price				$ 1.00															$ 1.00		$ 1.00
Warrant purchase price				$ 75.82

Common Stock Options (Details Narrative) - USD ($)				3 Months Ended	9 Months Ended
Common Stock Options (Details Narrative) - USD ($)	May 01, 2024	Feb. 22, 2024	Sep. 19, 2022	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Jun. 15, 2023
Share price per share					$ 1.00
Common stock issued for services				$ 99,751	$ 290,085	$ 99,751
Stock-based compensation					698,785	179,389
Six Employee [Member]
Stock issued for services, shares		315,000
Exercise price		$ 1.92
Volatility rate		41.00%
Six Employee [Member] \| Call Option [Member]
Share price per share		$ 0.8581
Common stock issued for services		$ 270,296
Chief Executive Officer [Member]
Number of shares granted		140,000
Chief Financial Officer [Member]
Number of shares granted		75,000
Director [Member]
Exercisable term		10 years
Stock issued for services, shares		79,166
Exercise price		$ 1.92
Volatility rate		41.00%
Director [Member] \| Call Option [Member]
Share price per share		$ 1.1407
Common stock issued for services		$ 90,306
Common Stock [Member]
Common stock issued for services				$ 44	$ 216	$ 44
Stock issued for services, shares				44,334	215,419	44,334
Common Stock [Member] \| Employee One [Member] \| Call Option [Member]
Share price per share	$ 1.1806
Common stock issued for services	$ 35,419
Common Stock [Member] \| Chief Executive Officer [Member]
Number of shares granted		140,000
Exercisable term		10 years
Common Stock [Member] \| Chief Financial Officer [Member]
Number of shares granted		75,000
Exercisable term		10 years
Common Stock [Member] \| Director [Member]
Number of shares granted		79,166
Exercisable term		10 years
2022 Plan [Member]
Number of shares reserved for issuance					1,009,000		600,000
Number of shares granted					593,470
Weighted average exercise price					$ 2.39
weighted average remaining life, term					8 years 7 months 17 days
2022 Plan [Member] \| Common Stock [Member] \| Employee One [Member]
Fully vested options to purchase	30,000
Share price per share	$ 2.40
Exercisable term	10 years
Volatility rate			41.00%
Stock-based compensation					$ 4,920
Unamortized expenses					$ 30,499

Common Stock Warrants (Details Narrative) - USD ($)						3 Months Ended	8 Months Ended	9 Months Ended
Common Stock Warrants (Details Narrative) - USD ($)	Aug. 30, 2024	Jul. 24, 2024	Jul. 15, 2024	Jun. 28, 2024	Jan. 10, 2024	Sep. 30, 2023	Sep. 09, 2024	Sep. 30, 2024	Sep. 30, 2023	May 22, 2024	Apr. 16, 2024
Proceeds from Convertible Debt									$ 442,500
Share price per share								$ 1.00
Call option value						$ 99,751		$ 290,085	99,751
Amortization of debt discounts, derivatives								339,698
Agreed to purchase value									4,942,046
Amended warrants								$ 89,949
Securities Purchase Agreement [Member] \| 1.00 Warrant [Member]
Purchase of warrant		1,000,000	1,000,000
Warrants exercise price		$ 1.00	$ 1.00
Securities Purchase Agreement [Member] \| 1.50 Warrant [Member]
Purchase of warrant		500,000	500,000
Warrants exercise price		$ 1.50	$ 1.50
Securities Purchase Agreement [Member] \| Senior Secured Convertible Promissory Note [Member]
Debt Instrument, Interest Rate, Effective Percentage		12.00%	12.00%
Securities Purchase Agreement [Member] \| Convertible Debt [Member]
Proceeds from Secured Notes Payable		$ 3,400,000
Securities Purchase Agreement [Member] \| Initial Loan [Member]
Proceeds from Convertible Debt		$ 2,000,000	$ 2,000,000
Subscription Agreement [Member]
Agreed to purchase value			$ 525,000
Warrant exercise price, increase		$ 2.00					$ 2.00	$ 2.00
Warrant exercise price, decrease		$ 1.00			$ 1.00			$ 1.00
Warrant term description		the outside maturity date of the Senior Notes held by the Holders was extended from December 31, 2024 to December 31, 2025			the outside maturity date of the Senior Notes held by the Holders was extended from December 31, 2024 to December 31, 2025			the outside maturity date of the Senior Notes held by the Holders was extended from December 31, 2024 to December 31, 2025
Amended warrants		$ 89,949						$ 89,949
Warrant [Member]
Purchase of warrant				100,625				3,462,162		518,750
Warrants exercise price								$ 1.87		$ 2.00
Weighted average remaining common stock of warrant								5 years 4 months 13 days
Weighted average volatility interest rate								40.00%
Share price per share				$ 0.96
Amortization of debt discounts, derivatives								$ 54,570
Unamortized expenses								$ 26,338
Warrant description				Underwriting Agreement, the Company executed and delivered to the Representative a common stock Purchase Warrant (the “Representative’s Warrant”) to purchase up to 100,625 shares of Common Stock, which may be exercised beginning on December 23, 2024 (the date that is 180 days following the commencement of sales of common stock in connection with the Offering (the “Commencement Date”)) until June 26, 2029. The initial exercise price of the Representative’s Warrant is $0.96 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 for a period of one hundred eighty (180) days following the Commencement Date. In addition, the Representative’s Warrant contains “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.
Warrant [Member] \| Senior Secured Promissory Notes [Member]
Principal amount										$ 1,675,000
Warrant [Member] \| President [Member]
Purchase of warrant	865,536		865,536
Warrant [Member] \| Call Option [Member]
Share price per share								$ 0.1560
Call option value								$ 80,908
Warrant [Member] \| 1.00 Warrant [Member]
Weighted average volatility interest rate								39.00%
Amortization of debt discounts, derivatives								$ 2,663
Unamortized expenses								$ 17,640
Warrant [Member] \| 1.00 Warrant [Member] \| Call Option [Member]
Share price per share								$ 0.2138
Call option value								$ 20,303
Warrant [Member] \| 1.50 Warrant [Member]
Weighted average volatility interest rate								39.00%
Amortization of debt discounts, derivatives								$ 86
Unamortized expenses								$ 569
Warrant [Member] \| 1.50 Warrant [Member] \| Call Option [Member]
Share price per share								$ 0.0768
Call option value								$ 655
Warrant [Member] \| Subscription Agreement [Member]
Purchase of warrant			125							262,500
Warrants exercise price			$ 1.00		$ 1.00					$ 1.00
Warrants term			10 years
Warrant exercise price, increase			$ 75.82
Common Stock [Member]
Call option value						$ 44		$ 216	44
Agreed to purchase value									$ 1,190
Shares of common stock									1,190,000
Common Stock [Member] \| President [Member]
Shares of common stock	692,429		692,429
Common Stock [Member] \| Subscription Agreement [Member]
Purchase of warrant											100,000
Shares of common stock			100

Income Taxes (Details Narrative) - USD ($) $ in Thousands	9 Months Ended
Income Taxes (Details Narrative) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023
Effective Income Tax Rate Reconciliation [Line Items]
Effective income tax rate percentage	21.00%	21.00%
Domestic Tax Jurisdiction [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Operating loss carry forwards	$ 8,860

Subsequent Events (Details Narrative) - USD ($)				9 Months Ended
Subsequent Events (Details Narrative) - USD ($)	Nov. 14, 2024	Oct. 24, 2024	Oct. 23, 2024	Sep. 30, 2023	Sep. 30, 2024	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023	Dec. 31, 2022
Subsequent Event [Line Items]
Stockholders' equity				$ 3,600,405	$ 1,524,641	$ 1,983,066	$ 2,210,476	$ 4,195,501	$ (5,139,728)
At The Market Issuance Sales [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Number of shares issued, shares	928,602
Stock Redeemed or Called During Period, Value	$ 1,795,000
ATM Agreement [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Aggregate offering price		$ 1,795,000	$ 3,000,000
Number of shares issued		1,000,000
Number of shares sold		928,602
Offering cost		$ 165,000
Sale of stock, value		$ 3,000,000
Common Stock [Member]
Subsequent Event [Line Items]
Stockholders' equity				$ 4,007	$ 6,925	$ 6,010	4,044	$ 3,963	$ 1,201
Number of shares issued, shares				1,190,000
Common Stock [Member] \| At The Market Issuance Sales [Member]
Subsequent Event [Line Items]
Proceeds from Issuance Initial Public Offering			$ 3,000,000
Common Stock [Member] \| ATM Agreement [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Shares issued price per share			$ 0.001
Minimum [Member]
Subsequent Event [Line Items]
Stockholders' equity							$ 2,500,000

BranchOut Food (NASDAQ:BOF)
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BranchOut Food (NASDAQ:BOF)
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