BranchOut Food (BOF) risk factors, FY2025 10-K

BranchOut Food's FY2025 10-K, filed Mar 31, 2026, lists 43 risk factors in 11 groups. Against the prior year's 41: 39 new, 37 dropped, 2 substantially reworded.

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Risk factors listed
4311 groups
New this year
39vs 41 last year
Dropped
37since the prior 10-K
Substantially reworded
2of those kept
Section length
6k wordsItem 1A

What the changes say

  • BranchOut Food Inc. faces ongoing net losses of $6,124,672 in 2025 alongside a going concern warning.
  • The company relies on customer concentration and working capital while navigating tariff policies.
  • Nasdaq compliance and debt obligations constrain operational flexibility.

What changed since the prior 10-K

New

  • NewRisks Related to Our Operating History, Financial Position, and Capital Structure

    We have incurred losses and negative cash flows since inception, and we may not achieve or sustain profitability

    We incurred net losses of $6,124,672 in 2025 and $4,751,516 in 2024, threatening our future profitability.

  • NewRisks Related to Our Operating History, Financial Position, and Capital Structure

    Our financial statements include an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern

    Our auditor expressed substantial doubt about our ability to continue as a going concern, impacting our liquidity and financing terms.

  • NewRisks Related to Our Operating History, Financial Position, and Capital Structure

    We may require additional capital to fund operations and growth, and financing may not be available on acceptable terms or at all

    We require significant working capital for raw materials and inventory, and additional financing may be dilutive or unavailable.

  • NewRisks Related to Our Operating History, Financial Position, and Capital Structure

    Our indebtedness may adversely affect our financial condition and limit our operational and financial flexibility

    Our indebtedness and security interests limit our ability to fund working capital or pursue strategic opportunities.

  • NewRisks Related to Our Operating History, Financial Position, and Capital Structure

    Failure to maintain compliance with Nasdaq listing requirements could adversely affect the liquidity and market price of our common stock

    Failure to maintain Nasdaq listing requirements could result in delisting and reduced stock liquidity.

  • NewRisks Related to Our Operating History, Financial Position, and Capital Structure

    The market price of our common stock may be volatile and subject to significant fluctuations, which could result in losses for investors

    Our common stock trading price may be volatile due to operating results and customer concentration.

  • NewRisks Related to Our Operating History, Financial Position, and Capital Structure

    Our ability to access the capital markets and the issuance of additional securities could dilute existing stockholders and adversely affect the market price of our common stock

    Issuing additional equity or convertible securities to raise capital could dilute existing stockholders and depress our stock price.

  • NewRisks Related to Our Emerging Growth Company and Smaller Reporting Company Status

    Because we are an emerging growth company and a smaller reporting company, our disclosures may be less comprehensive than those of other public companies

    As an emerging growth company and smaller reporting company, our reduced disclosures may make our stock less attractive to investors.

  • NewRisks Related to Internal Controls and Financial Reporting

    If we fail to maintain effective internal control over financial reporting, our ability to produce accurate financial statements could be impaired

    Complex manufacturing and cross-border transactions could expose control deficiencies or material weaknesses in our financial reporting.

  • NewRisks Related to Customers, Distribution, and Market Demand

    A substantial portion of our net sales is derived from a limited number of customers

    A substantial portion of our net sales comes from a limited number of large retail customers.

  • NewRisks Related to Customers, Distribution, and Market Demand

    We generally do not have long-term purchase commitments from customers, and demand forecasting is difficult

    We lack long-term purchase commitments from customers, making demand forecasting and inventory management difficult.

  • NewRisks Related to Customers, Distribution, and Market Demand

    The consumer-packaged foods industry is highly competitive, and we may be unable to compete effectively

    We compete against large, branded food companies and private-label manufacturers with greater resources.

  • NewRisks Related to Customers, Distribution, and Market Demand

    Changes in consumer preferences or retailer category strategies could reduce demand for our products

  • NewRisks Related to Manufacturing, Supply Chain, Agricultural Inputs, and Seasonality

    Our manufacturing operations are concentrated in a single facility in Peru, and any disruption could materially adversely affect our business, results of operations, and financial condition

  • NewRisks Related to Manufacturing, Supply Chain, Agricultural Inputs, and Seasonality

    We are exposed to risks associated with operating in Peru

  • NewRisks Related to Manufacturing, Supply Chain, Agricultural Inputs, and Seasonality

    Foreign currency fluctuations could adversely affect our results of operations

  • NewRisks Related to Manufacturing, Supply Chain, Agricultural Inputs, and Seasonality

    If we are unable to effectively manage growth and scale our systems and controls, our business and reporting could be adversely affected

  • NewRisks Related to Manufacturing, Supply Chain, Agricultural Inputs, and Seasonality

    Achieving efficient manufacturing utilization and throughput is important to our margins, and failure to do so could adversely affect profitability

  • NewRisks Related to Manufacturing, Supply Chain, Agricultural Inputs, and Seasonality

    Agricultural supply, environmental conditions, and commodity volatility could adversely affect our costs, production, and margins

  • NewRisks Related to Manufacturing, Supply Chain, Agricultural Inputs, and Seasonality

    Seasonality in harvest cycles and consumer demand may cause quarterly results to fluctuate and increase working capital requirements

  • NewRisks Related to Manufacturing, Supply Chain, Agricultural Inputs, and Seasonality

    Inventory management challenges, product shelf-life limitations, and potential obsolescence could adversely affect our margins, cash flows, and operating results

  • NewRisks Related to Manufacturing, Supply Chain, Agricultural Inputs, and Seasonality

    Our insurance coverage may be insufficient to cover all potential losses, which could materially adversely affect our business and financial condition

  • NewRisks Related to Manufacturing, Supply Chain, Agricultural Inputs, and Seasonality

    International logistics and customs processes could increase costs and disrupt service levels

  • NewRisks Related to Manufacturing, Supply Chain, Agricultural Inputs, and Seasonality

    Our reliance on a limited number of key suppliers and service providers exposes us to supply chain concentration risk that could disrupt operations and adversely affect our business

  • NewRisks Related to Manufacturing, Supply Chain, Agricultural Inputs, and Seasonality

    We rely on third-party service providers for key operational functions, and disruptions or failures by these providers could materially adversely affect our business and results of operations

  • NewRisks Related to Manufacturing, Supply Chain, Agricultural Inputs, and Seasonality

    Inflation and cost pressures could increase operating expenses and adversely affect our margins and profitability

  • NewRisks Related to Manufacturing, Supply Chain, Agricultural Inputs, and Seasonality

    We are also exposed to fluctuations in freight and logistics costs, including ocean freight, inland transportation, fuel, and port-related expenses. Freight inflation, shipping delays, capacity constraints, or changes in global trade dynamics could increase distribution costs and reduce margins

  • NewRisks Related to Manufacturing, Supply Chain, Agricultural Inputs, and Seasonality

    Political, economic, and social conditions in Peru could adversely affect our operations, costs, and financial results

  • NewRisks Related to Manufacturing, Supply Chain, Agricultural Inputs, and Seasonality

    Changes in tax laws, cross-border tax matters, or adverse tax determinations in the United States or Peru could materially adversely affect our financial condition and results of operations

  • NewRisks Related to Food Safety, Product Liability, and Regulation

    We are subject to extensive food safety, labeling, and product regulations, and noncompliance or quality failures could result in recalls, import holds, enforcement actions, or reputational harm

  • NewRisks Related to Food Safety, Product Liability, and Regulation

    We may be subject to product liability claims and recall

  • NewRisks Related to Food Safety, Product Liability, and Regulation

    Our operations are subject to regulation in multiple jurisdictions, and regulatory changes or increased enforcement could increase costs or disrupt operations

  • NewRisks Related to Food Safety, Product Liability, and Regulation

    Evolving environmental, labor, and sustainability regulations may increase compliance costs and operational complexity

  • NewRisks Related to Licensed Technology and Intellectual Property

    Our business depends on licensed dehydration technology, and limitations, disputes, or loss of exclusivity could materially harm our business

  • NewRisks Related to Information Systems and Cybersecurity

    Disruptions to our information technology systems or cybersecurity incidents could harm operations, financial reporting, and our business

  • NewRisks Related to Personnel and Business Continuity

    Our success depends on a limited number of key personnel, and we may have difficulty attracting and retaining qualified employees

  • NewRisks Related to Personnel and Business Continuity

    Labor availability, wage inflation, or workplace safety incidents could increase costs and disrupt operations

  • NewRisks Related to Corporate Governance

    Our governing documents designate Nevada courts as the exclusive forum for certain stockholder actions

  • NewRisks Related to Legal Proceedings and Compliance

    We may be subject to litigation, regulatory proceedings, and other legal matters that could materially adversely affect our business, financial condition, and results of operations

Dropped

  • DroppedRisks Related to Our Operating History, Financial Position and Capital Needs

    We are an early-stage company and have incurred significant losses since our inception. We expect to incur losses for the foreseeable future and may never achieve or maintain profitability

    Early-stage company risks and formation in November 2017.

  • DroppedRisks Related to Our Operating History, Financial Position and Capital Needs

    Our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our securities

    Specific Nasdaq stockholders equity deficiency of $2,210,476 as of December 31, 2023.

  • DroppedRisks Related to Our Operating History, Financial Position and Capital Needs

    If our available cash balances, net proceeds from financing activities, and anticipated cash flow from operations are insufficient to satisfy our liquidity requirements, we may seek to sell common stock or other securities, and/or seek additional debt financing

    Raising capital to fund operations, Nasdaq compliance, and product development.

  • DroppedRisks Related to Our Operating History, Financial Position and Capital Needs

    We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy

  • DroppedRisks Related to Our Operating History, Financial Position and Capital Needs

    Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud

    Managing future growth across organizational and manufacturing infrastructure.

  • DroppedRisks Related to Our Business

    We are dependent on our management team, and the loss of any key member of this team may prevent us from implementing our business plan in a timely manner, or at all

    Disclosure controls and procedures under the Exchange Act.

  • DroppedRisks Related to Our Business

    Our business is reliant on the license we have been granted to utilize certain dry processing technology we use to manufacture our products in the agreed upon exclusive region

    Dependence on CEO Eric Healy and key personnel without life insurance.

  • DroppedRisks Related to Our Business

    We rely on a small number of suppliers to provide our raw materials, and our supply chain may be interrupted and prevent us from obtaining the necessary materials we need to operate

  • DroppedRisks Related to Our Business

    Competition in the food retail industry is intense and presents an ongoing threat to the success of our business

    Exclusive North and South American licensing agreement with EnWave for dehydration technology.

  • DroppedRisks Related to Our Business

    Our products are new, and our industry is rapidly evolving

    Reliance on a small number of raw material suppliers.

  • DroppedRisks Related to Our Business

    We cannot guarantee that we will succeed in achieving our goals, and our failure to do so would have a material adverse effect on our business, prospects, financial condition, and operating results

    Intense competition in the food retail and online industry.

  • DroppedRisks Related to Our Business

    Our future results of operations may be adversely affected by volatile commodity costs

    Risks related to new products and brand awareness.

  • DroppedRisks Related to Our Business

    We are subject to the risks associated with sourcing and manufacturing products from, and conducting business operations outside of the United States, which could adversely affect our business

    Undeveloped products including Broccoli Bites, Asparagus Sticks, Mango Chips, and Mandarin Crisps.

  • DroppedRisks Related to Our Business

    Our results may be negatively affected by changes in foreign currency exchange rates

    Volatile commodity costs for avocados, bananas, pineapples, blueberries, and packaging.

  • DroppedRisks Related to Our Business

    We may not be able to enforce our intellectual property rights throughout the world

  • DroppedRisks Related to Our Business

    Third parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets

  • DroppedRisks Related to Our Business

    A food safety or quality issue that results in a product disruption such as a recall, health issue, or death of a consumer could harm our business

  • DroppedRisks Related to Our Business

    We may be subject to significant liability that is not covered by insurance

  • DroppedRisks Related to Our Business

    We rely on independent certification for a number of our products

  • DroppedRisks Related to Our Business

    Our future results of operations may be adversely affected by the availability of certifiable ingredients

  • DroppedRisks Related to Our Business

    Adverse weather conditions, natural disasters, crop disease, pests and other natural conditions can impose significant costs and losses on our business

  • DroppedRisks Related to Our Business

    Climate change may negatively affect our business and operations

  • DroppedRisks Related to Our Business

    Our production equipment may be damaged, adversely affecting our ability to meet consumer and wholesale demand

  • DroppedRisks Related to Our Business

    Damage to our brand’s reputation could have a material impact on our results of operations

  • DroppedRisks Related to Our Business

    We rely on big box retailers for a substantial portion of our sales, and our failure to maintain and further develop our sales channels could harm our business

  • DroppedRisks Related to Our Business

    We do not have long-term purchase agreements with our customers

  • DroppedRisks Related to Our Business

    We may not be able to successfully implement our growth strategy for our brand on a timely basis or at all

  • DroppedRisks Related to Our Business

    If we face labor shortages or increased labor costs, our results of operations and our growth could be adversely affected

  • DroppedRisks Related to Our Business

    Consumer preferences for natural and organic food products are difficult to predict and may change

  • DroppedRisks Related to Our Business

    Technology failures or security breaches could disrupt our operations and negatively impact our business

  • DroppedRisks Related to Our Business

    Economic downturns could limit consumer demand for our products and negatively affect our sales and profitability

  • DroppedRegulatory Risks

    Our products and operations are subject to government regulation and oversight both in the United States and abroad, and our failure to comply with applicable requirements could adversely affect our business and results of operations

  • DroppedRegulatory Risks

    Our reputation could suffer from real or perceived issues involving the labeling or marketing of our products

  • DroppedRegulatory Risks

    Litigation and regulatory enforcement concerning marketing and labeling of food products could adversely affect our business and reputation

  • DroppedRegulatory Risks

    We may face scrutiny from evolving state regulations concerning health, safety, our supply chain and marketing

  • DroppedRisks Related to Our Capital Structure

    Our indebtedness could adversely affect our ability to raise additional capital to fund operations, limit our ability to react to changes in the economy or our industry and prevent us from meeting our financial obligations and our creditors have broad remedies in the event of default

  • DroppedRisks Related to Our Capital Structure

    We are an emerging growth company and a smaller reporting company, and the reduced reporting requirements applicable to emerging growth companies and smaller reporting companies may make our common stock less attractive to investors

Reworded

  • 100% rewrittenRisks Related to Licensed Technology and Intellectual Property

    We may be unable to adequately protect our intellectual property and proprietary know-how

    Updated to focus on licensed rights, patent validity challenges, alternative technologies, and misappropriation of proprietary know-how.

    Was: We may be unable to adequately protect our brand and our other intellectual property rights

  • 55% rewrittenRisks Related to Manufacturing, Supply Chain, Agricultural Inputs, and Seasonality

    Tariffs imposed on the importation of our products into the United States would increase the cost of our products and could result in decreased demand for our products

    Updated to remove specific references to President Trump and Peru/Chile import exemptions, noting recent Supreme Court tariff rulings.

All 43 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Operating History, Financial Position, and Capital Structure

  1. 01We have incurred losses and negative cash flows since inception, and we may not achieve or sustain profitabilityNew
  2. 02Our financial statements include an explanatory paragraph regarding substantial doubt about our ability to continue as a going concernNew
  3. 03We may require additional capital to fund operations and growth, and financing may not be available on acceptable terms or at allNew
  4. 04Our current growth may not be indicative of our future growth, and our limited operating history may make it difficult to assess our future viability
  5. 05Our indebtedness may adversely affect our financial condition and limit our operational and financial flexibilityNew
  6. 06Failure to maintain compliance with Nasdaq listing requirements could adversely affect the liquidity and market price of our common stockNew
  7. 07The market price of our common stock may be volatile and subject to significant fluctuations, which could result in losses for investorsNew
  8. 08Our ability to access the capital markets and the issuance of additional securities could dilute existing stockholders and adversely affect the market price of our common stockNew

Risks Related to Our Emerging Growth Company and Smaller Reporting Company Status

  1. 09Because we are an emerging growth company and a smaller reporting company, our disclosures may be less comprehensive than those of other public companiesNew

Risks Related to Internal Controls and Financial Reporting

  1. 10If we fail to maintain effective internal control over financial reporting, our ability to produce accurate financial statements could be impairedNew

Risks Related to Customers, Distribution, and Market Demand

  1. 11A substantial portion of our net sales is derived from a limited number of customersNew
  2. 12We generally do not have long-term purchase commitments from customers, and demand forecasting is difficultNew
  3. 13The consumer-packaged foods industry is highly competitive, and we may be unable to compete effectivelyNew
  4. 14Changes in consumer preferences or retailer category strategies could reduce demand for our productsNew

Risks Related to Manufacturing, Supply Chain, Agricultural Inputs, and Seasonality

  1. 15Our manufacturing operations are concentrated in a single facility in Peru, and any disruption could materially adversely affect our business, results of operations, and financial conditionNew
  2. 16We are exposed to risks associated with operating in PeruNew
  3. 17Foreign currency fluctuations could adversely affect our results of operationsNew
  4. 18If we are unable to effectively manage growth and scale our systems and controls, our business and reporting could be adversely affectedNew
  5. 19Achieving efficient manufacturing utilization and throughput is important to our margins, and failure to do so could adversely affect profitabilityNew
  6. 20Agricultural supply, environmental conditions, and commodity volatility could adversely affect our costs, production, and marginsNew
  7. 21Seasonality in harvest cycles and consumer demand may cause quarterly results to fluctuate and increase working capital requirementsNew
  8. 22Inventory management challenges, product shelf-life limitations, and potential obsolescence could adversely affect our margins, cash flows, and operating resultsNew
  9. 23Our insurance coverage may be insufficient to cover all potential losses, which could materially adversely affect our business and financial conditionNew
  10. 24Tariffs imposed on the importation of our products into the United States would increase the cost of our products and could result in decreased demand for our products55% rewritten
  11. 25International logistics and customs processes could increase costs and disrupt service levelsNew
  12. 26Our reliance on a limited number of key suppliers and service providers exposes us to supply chain concentration risk that could disrupt operations and adversely affect our businessNew
  13. 27We rely on third-party service providers for key operational functions, and disruptions or failures by these providers could materially adversely affect our business and results of operationsNew
  14. 28Inflation and cost pressures could increase operating expenses and adversely affect our margins and profitabilityNew
  15. 29We are also exposed to fluctuations in freight and logistics costs, including ocean freight, inland transportation, fuel, and port-related expenses. Freight inflation, shipping delays, capacity constraints, or changes in global trade dynamics could increase distribution costs and reduce marginsNew
  16. 30Political, economic, and social conditions in Peru could adversely affect our operations, costs, and financial resultsNew
  17. 31Changes in tax laws, cross-border tax matters, or adverse tax determinations in the United States or Peru could materially adversely affect our financial condition and results of operationsNew

Risks Related to Food Safety, Product Liability, and Regulation

  1. 32We are subject to extensive food safety, labeling, and product regulations, and noncompliance or quality failures could result in recalls, import holds, enforcement actions, or reputational harmNew
  2. 33We may be subject to product liability claims and recallNew
  3. 34Our operations are subject to regulation in multiple jurisdictions, and regulatory changes or increased enforcement could increase costs or disrupt operationsNew
  4. 35Evolving environmental, labor, and sustainability regulations may increase compliance costs and operational complexityNew

Risks Related to Licensed Technology and Intellectual Property

  1. 36Our business depends on licensed dehydration technology, and limitations, disputes, or loss of exclusivity could materially harm our businessNew
  2. 37We may be unable to adequately protect our intellectual property and proprietary know-how100% rewritten

Risks Related to Information Systems and Cybersecurity

  1. 38Disruptions to our information technology systems or cybersecurity incidents could harm operations, financial reporting, and our businessNew

Risks Related to Personnel and Business Continuity

  1. 39Our success depends on a limited number of key personnel, and we may have difficulty attracting and retaining qualified employeesNew
  2. 40Our Chief Financial Officer is not a full-time employee
  3. 41Labor availability, wage inflation, or workplace safety incidents could increase costs and disrupt operationsNew

Risks Related to Corporate Governance

  1. 42Our governing documents designate Nevada courts as the exclusive forum for certain stockholder actionsNew

Risks Related to Legal Proceedings and Compliance

  1. 43We may be subject to litigation, regulatory proceedings, and other legal matters that could materially adversely affect our business, financial condition, and results of operationsNew

Other BranchOut Food 10-Ks

  • FY2024 10-K risk factors
    41 risks

    BranchOut Food faces extreme customer concentration, with the top two retailers accounting for 99% of net sales in 2024.

    Filed Apr 15, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.