UNITED
STATES FORM 12b-25
NOTIFICATION OF LATE FILING |
OMB Number: 3235-0058 |
| Expires: April 30, 2025 | |
| Estimated average burden | |
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| SEC FILE NUMBER | |
| 001-41723 | |
| CUSIP NUMBER | |
| 105230 106 |
| (Check one): | ☒ Form 10-K | ☐Form 20-F | ☐ Form 11-K | ☐ Form 10-Q | ☐ Form 10-D | ||
| ☐ Form N-SAR | ☐ Form N-CSR | ||||||
| For Period Ended: | December 31, 2024 | ||||||
| ☐ Transition Report on Form 10-K | |||||||
| ☐ Transition Report on Form 20-F | |||||||
| ☐ Transition Report on Form 11-K | |||||||
| ☐ Transition Report on Form 10-Q | |||||||
| ☐ Transition Report on Form N-SAR | |||||||
| For the Transition Period Ended: | |||||||
| Read
Instructions (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
| BranchOut Food Inc. |
| Full Name of Registrant |
| Former Name if Applicable |
| 205 SE Davis Ave., Suite C |
| Address of Principal Executive Office (Street and Number) |
| Bend, Oregon 97702 |
| City, State and Zip Code |
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense | |
| ☒ | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
BranchOut Food Inc. (the “Company”) is unable to file its Annual Report on Form 10-K for the year ended December 31, 2024 within the prescribed time period without unreasonable effort or expense. The Company needs additional time to complete the audit of its financial statements, but expects to file its Form 10-K on or before the fifteenth calendar day following the prescribed due date.
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification | ||||
| Eric Healy | (844) | 263-6637 | |||
| (Name) | (Area Code) | (Telephone Number) | |||
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). | ||||
| ☒ Yes ☐ No | |||||
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? | ||||
| ☒ Yes ☐ No | |||||
| If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. | |||||
The Company expects to report (i) net revenue for the year ended December 31, 2024 of approximately $6.5 million, compared to $2,825,855 for the year ended December 31, 2023, as a result of increased sales to the Company’s largest customer; and (ii) a net loss for the year ended December 31, 2024 of approximately $4.8 million, compared to $3,925,710 for the year ended December 31, 2023, primarily as a result of increased operating expenses and interest expense. | |||||
BranchOut
Food Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date | March 31, 2025 | By | /s/ Eric Healy | |
| Eric Healy, Chief Executive Officer |
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
| ATTENTION | ||
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||