Form 10-Q BranchOut Food Inc. For: Mar 31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
OR
| 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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (IRS Employer | |
| of incorporation or organization) | Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s
telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of exchange on which registered | ||
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.
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).
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 | ☐ |
| ☒ | 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 May 14, 2026 | |
| Common Stock, $ par value |
TABLE OF CONTENTS
| 2 |
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BRANCHOUT FOOD INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 2026 | December 31, 2025 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Advances on inventory purchases | ||||||||
| Inventory | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Right-of-use assets | ||||||||
| Other assets | ||||||||
| Other receivable, net of current portion | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Convertible notes payable, related party, net of discounts | ||||||||
| Equipment notes payable, current portion | ||||||||
| Notes payable, related party | ||||||||
| Finance lease liability, current portion | ||||||||
| Total current liabilities | ||||||||
| Notes payable | ||||||||
| Equipment notes payable, net of current portion | ||||||||
| Finance lease liability, net of current portion | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Equity: | ||||||||
| Preferred stock, $ par value, shares authorized; shares issued and outstanding | ||||||||
| Common stock, $ par value, shares authorized; and shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive income (loss) | ( | ) | ||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
See accompanying notes to financial statements.
| 3 |
BRANCHOUT FOOD INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
| For the Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net revenue | $ | $ | ||||||
| Cost of goods sold | ||||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| General and administrative | ||||||||
| Salaries and wages | ||||||||
| Professional fees | ||||||||
| Shipping and handling to customers | ||||||||
| Advertising and promotions | ||||||||
| Total operating expenses | ||||||||
| Operating loss | ( | ) | ( | ) | ||||
| Other income (expense): | ||||||||
| Interest income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Total other income (expense) | ( | ) | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Other comprehensive income (loss): | ||||||||
| Gain (loss) on foreign currency translation | $ | ( | ) | $ | ||||
| Net other comprehensive loss | $ | ( | ) | $ | ( | ) | ||
| Weighted average common shares outstanding - basic and diluted | ||||||||
| Net loss per common share - basic and diluted | $ | ) | $ | ) | ||||
See accompanying notes to financial statements.
| 4 |
BRANCHOUT FOOD INC.
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
For the Three Months Ended March 31, 2026 | ||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Additional Paid-In | Accumulated Other Comprehensive | Accumulated | Total Stockholders’ | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Income (Loss) | Deficit | Equity | |||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Issuance of common stock under ATM program, net of issuance costs | - | |||||||||||||||||||||||||||||||
| Issuance of common stock in connection with debt conversion | - | |||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of warrants | - | |||||||||||||||||||||||||||||||
| Stock-based compensation expense | - | - | ||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
For the Three Months Ended March 31, 2025 | ||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Additional Paid-In | Accumulated Other Comprehensive | Accumulated | Total Stockholders’ | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Income (Loss) | Deficit | Equity | |||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Issuance of common stock under ATM program, net of issuance costs | - | |||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of warrants | - | |||||||||||||||||||||||||||||||
| Stock-based compensation expense | - | - | ||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | ||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
See accompanying notes to financial statements.
| 5 |
BRANCHOUT FOOD INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation expense | ||||||||
| Amortization of finance lease right-of-use asset | ||||||||
| Loss on disposal of property and equipment | ||||||||
| Change in allowance for doubtful accounts | ( | ) | ||||||
| Amortization of debt discounts | ||||||||
| Stock-based compensation expense | ||||||||
| Decrease (increase) in assets: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Advances on inventory purchases | ( | ) | ( | ) | ||||
| Inventory | ( | ) | ||||||
| Prepaid expenses and other current assets | ( | ) | ( | ) | ||||
| Other long-term asset and receivable | ( | ) | ( | ) | ||||
| Increase (decrease) in liabilities: | ||||||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Repayment of equipment notes payable | ( | ) | ||||||
| Proceeds received on notes payable, related party | ||||||||
| Increase in finance lease obligations | ||||||||
| Proceeds from sale of common stock pursuant to ATM program | ||||||||
| Proceeds from exercise of warrants | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash | ( | ) | ||||||
| Net increase (decrease) in cash | ||||||||
| Cash - beginning of period | ||||||||
| Cash - ending of period | $ | $ | ||||||
| Supplemental disclosures: | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes paid | $ | $ | ||||||
| Non-cash investing and financing transactions: | ||||||||
| Conversion of convertible debt into common stock | $ | $ | ||||||
See accompanying notes to financial statements.
| 6 |
BRANCHOUT FOOD INC.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 1 – Organization and Background
Nature of Business
BranchOut
Food Inc., a Nevada corporation, together with its Peruvian subsidiary (collectively, “BranchOut,” the “Company,”
“we,” “our” or “us”), is engaged in the development, marketing, sale and distribution of plant-based,
dehydrated fruit and vegetable snacks and powders manufactured at a
In April 2024, we formed BranchOut Food Sucursal Peru, our Peruvian wholly-owned subsidiary, to operate our Peru Facility, which commenced operations in December 2024. Our products are produced using our advanced dehydration platform licensed exclusively from EnWave Corporation (“EnWave”) to create our private label, branded, and bulk wholesale products. We use proprietary GentleDry™ Technology optimized to preserve taste, texture, color, and nutrients. Our GentleDry™ Technology is protected by over 17 patents. Prior to operating our production facility, we relied on contract manufacturers.
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies
Basis of Accounting
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all the information and notes required by GAAP for complete financial statements.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, considered necessary to present fairly the Company’s financial position as of March 31, 2026, the results of operations for the three months ended March 31, 2026 and 2025, and cash flows for the three months ended March 31, 2026 and 2025.
The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the full year ended December 31, 2026 or any other interim period.
The condensed consolidated balance sheet as of December 31, 2025 has been derived from the audited consolidated financial statements as of that date. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
The Company’s significant accounting policies are described in Note 2 to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to the Company’s significant accounting policies during the three months ended March 31, 2026.
Certain amounts presented in these condensed consolidated financial statements and accompanying notes have been rounded to the nearest thousand or million, as applicable.
Principles of Consolidation
The accompanying condensed consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at March 31, 2026:
| 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 condensed consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. The Company’s headquarters are located in Bend, Oregon.
| 7 |
Going Concern
As
shown in the accompanying condensed consolidated financial statements, as of March 31, 2026, the Company has incurred recurring losses
from operations resulting in an accumulated deficit of $
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.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on previously reported net loss, total assets, total liabilities, or stockholders’ equity, but affected the classification of certain amounts within the condensed consolidated statements of operations and condensed consolidated statements of cash flows.
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
Under ASC 280, Segment Reporting, operating segments are defined as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and in assessing performance. The Company has two components, consisting of its sales operations in the United States, and its production operations in Peru. Therefore, the Company’s Chief Executive Officer, who is also the CODM, makes decisions and manages the Company’s operations based on these two operating segments for the manufacture and distribution of its products.
Fair Value of Financial Instruments
ASC 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances.
ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following:
| − | Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| 8 |
| − | Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. |
| − | Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement. |
Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
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
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 $
Research and Development
The Company operates in a fast-moving category shaped by shifting consumer preferences, requiring continuous innovation and new product development. To support this, we rely on our proprietary GentleDry™ Technology, an advanced dehydration platform licensed exclusively from EnWave Corporation. We expect to continue investing in research and development as we scale our GentleDry™ product portfolio and bring new, innovative offerings to market that align with evolving consumer needs.
Research
and development costs include salaries, building costs, utilities, administrative expenses and other corporate costs. For the three months
ending March 31, 2026, our research and development expenses totaled $
Property and Equipment
Property and equipment are stated at cost, less accumulated depreciation and impairment losses. 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:
| Office equipment | ||||
| Furniture and fixtures | ||||
| Equipment and machinery | ||||
| Leasehold improvements | ||||
| Construction in progress |
Construction in progress consists of costs incurred on machinery, equipment, and facility improvements that have not yet been placed into service. These costs are not depreciated until the related assets are completed and placed into service, at which time they are reclassified to the appropriate property and equipment category and depreciation begins.
| 9 |
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.
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.
Derivatives
The Company evaluates convertible notes payable, stock options, stock warrants and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity.
The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date.
Cost of Goods Sold
Cost of goods sold includes the direct costs associated with the production and manufacture of the Company’s products. Production costs primarily consist of direct raw materials, direct labor, and manufacturing overhead. These costs are capitalized into inventory and recognized as cost of goods sold when the related products are sold.
Manufacturing overhead is allocated to inventory based on production capacity. Overhead costs include utilities, depreciation, and other factory-related expenses. The Company allocates fixed manufacturing overhead to inventory based on the normal capacity of the production facilities in accordance with ASC 330, Inventory. Costs associated with abnormal levels of idle capacity or other abnormal production costs are expensed as incurred. The Company periodically reviews production capacity and manufacturing overhead allocations to ensure that inventory costs reflect normal production levels.
Advertising and Promotions Costs
The Company incurs advertising and promotional costs related primarily to product demonstrations, trade shows, and other marketing activities intended to promote the Company’s products and brand awareness. Advertising and promotional costs are expensed as incurred and are included in selling, general and administrative expenses in the condensed consolidated statements of operations.
| 10 |
The Company accounts for stock-based compensation in accordance with ASC 718, Stock Compensation. Compensation expense for equity awards is measured at the grant-date fair value and recognized over the requisite service period, generally the vesting period of the award. The Company estimates the fair value of stock options using a valuation model that incorporates assumptions such as expected volatility, expected term, and the risk-free interest rate.
Foreign Currency Translation
The functional currency of the Company’s foreign subsidiary in Peru is the Peruvian sol. Assets and liabilities of foreign operations are translated into U.S. dollars at exchange rates in effect at the balance sheet date. Revenues and expenses are translated at average exchange rates prevailing during the period.
Translation adjustments resulting from this process are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity.
Transaction gains and losses resulting from foreign currency transactions denominated in currencies other than the functional currency are recognized in the condensed consolidated statements of operations as incurred.
Income Taxes
The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the periods in which the temporary differences are expected to reverse.
A valuation allowance is recorded to reduce deferred tax assets to the amount that management believes is more likely than not to be realized. In assessing the need for a valuation allowance, management considers all available positive and negative evidence, including historical operating results, expectations of future taxable income, and the reversal of existing taxable temporary differences. Due to the Company’s cumulative losses since inception, management has determined that it is more likely than not that the Company’s deferred tax assets will not be realized and has recorded a full valuation allowance.
The Company recognizes the financial statement benefit of a tax position only after determining that it is more likely than not that the position will be sustained upon examination by the relevant taxing authority based on the technical merits of the position. For tax positions meeting the more-likely-than not recognition threshold, the amount recognized in the financial statements is the largest benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company evaluates uncertain tax positions on a periodic basis. There have been no material changes to the Company’s uncertain tax positions since December 31, 2025.
The Company recognizes interest and penalties related to uncertain tax positions, if any, as a component of income tax expense.
The Company computes basic net loss per common share by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding plus the effect of potentially dilutive common shares outstanding during the period using the treasury stock or if-converted methods, as applicable.
For the three months ended March 31, 2026 and 2025, the inclusion of potentially dilutive securities would have been anti-dilutive due to the Company’s net loss; therefore, diluted net loss per share is the same as basic net loss per share.
| 11 |
Recent Accounting Pronouncements
The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). ASUs not discussed below were assessed and determined to be either not applicable to the Company or not expected to have a material impact on the Company’s consolidated financial statements.
Recently Adopted Accounting Standards
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments require enhanced income tax disclosures, including additional disaggregation within the effective tax rate reconciliation and disclosure of income taxes paid by jurisdiction. The Company adopted ASU 2023-09 during the year ended December 31, 2025. See Note 12 – Income Taxes for additional information.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments introduce a practical expedient for estimating expected credit losses on current accounts receivable and contract assets arising from transactions accounted for under ASC 606. The Company adopted this guidance effective January 1, 2026. Adoption of the standard did not have a material impact on the Company’s consolidated financial statements.
Accounting Standards Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), and in January 2025 issued ASU 2025-01, which clarified the effective date of ASU 2024-03. The amendments require public business entities to provide additional disclosures that disaggregate certain income statement expenses, including purchases of inventory, employee compensation, depreciation, amortization, and selling expenses. The guidance is effective for annual reporting periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of this guidance on its consolidated financial statement disclosures.
Note 3 – Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when control of promised goods transfers to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods. The Company generates revenue primarily from the sale of plant-based snack products and bulk-ingredient products to retailers and distributors, and to a lesser extent from direct-to-consumer sales through third-party e-commerce platforms. These arrangements typically contain a single performance obligation, which is the delivery of finished goods to the customer.
Revenue is recognized at a point in time when control of the goods transfers to the customer, which generally occurs upon delivery to the retailer or customer, or when title and risk of loss pass to the customer in accordance with the contractual shipping terms. Revenue is recorded net of variable consideration, including discounts, promotional allowances, returns, and other pricing adjustments. Estimates of variable consideration are recognized in the period the related revenue is recorded and are based on historical experience, contractual terms, and other relevant factors. These estimates are updated each reporting period as additional information becomes available.
The Company promotes its products through trade promotions and consumer incentive programs, including discounts, slotting fees, coupons, rebates, in-store display incentives, and volume-based incentives. These amounts are recorded as reductions of revenue as they represent variable consideration payable to customers or consumers and do not provide a distinct good or service to the Company.
The Company has elected the practical expedient under ASC 606 to treat shipping and handling activities performed after control of goods transfers to the customer as fulfillment activities rather than separate performance obligations. Accordingly, shipping and handling costs are recorded within selling expenses in general and administrative expenses in the condensed consolidated statements of operations.
Payment terms are generally established in contracts or purchase orders with customers.
| 12 |
Expenses such as slotting fees, sales discounts, and allowances for the three months ended March 31, 2026 and 2025 were accounted for as a direct reduction of revenue as follows:
| For the Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenue | $ | $ | ||||||
| Less: slotting, discounts, and allowances | ||||||||
| Net revenue | $ | $ | ||||||
Note 4 – Inventories
The Company’s products consist of pre-packaged and bulk dried fruit and vegetable-based snacks, powders, and ingredients developed at its manufacturing facility in Peru, as well as products purchased from contract manufacturers in Chile and Peru. Raw materials consist primarily of purchased fruits, vegetables, and packaging materials. Inventory, consisting of raw materials, work in process, and finished goods, is stated at the lower of cost or net realizable value using the weighted-average cost method. Cost includes direct materials, direct labor, manufacturing overhead, packaging, tariffs, and inbound freight necessary to bring products to their present condition and location.
Manufacturing overhead includes indirect labor, utilities, depreciation, and other factory-related costs and is allocated to inventory based on the normal production capacity of the facility. Abnormal amounts of idle facility expense, freight, handling costs, or spoilage are expensed as incurred and are not capitalized into inventory. The Company evaluates inventory for excess quantities, obsolescence, deterioration, and other factors in assessing net realizable value. Inventory that is determined to be obsolete or expired is written off in the period in which it is identified.
Inventories consisted of the following as of March 31, 2026 and December 31, 2025:
March 31, 2026 | December 31, 2025 | |||||||
| Raw materials | $ | $ | ||||||
| Work in progress | ||||||||
| Finished goods | ||||||||
| Total inventory | ||||||||
Note 5 – Accounts Receivable, Net
Accounts
receivable are stated at their estimated net realizable value. The Company evaluates the collectability of trade receivables on an ongoing
basis and establishes an allowance for doubtful accounts as needed based on historical collection experience, customer-specific factors,
and current economic conditions. Management believes the allowance for doubtful accounts is adequate to cover expected credit losses.
The allowance for doubtful accounts was $
| 13 |
The
Company has certain customers whose revenue or accounts receivable balances individually represent
Note 6 – Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following as of March 31, 2026 and December 31, 2025:
March 31, 2026 | December 31, 2025 | |||||||
| Prepaid insurance costs | $ | $ | ||||||
| Prepaid advertising and trade show fees | ||||||||
| Prepaid professional fees and license fees | ||||||||
| Prepaid taxes | ||||||||
| Advance payments to vendors | ||||||||
| Miscellaneous prepaid expenses | ||||||||
| VAT tax receivable | ||||||||
| Miscellaneous receivable | ||||||||
| Total prepaid expenses and other current assets | $ | $ | ||||||
Advance payments to vendors represent payments made to suppliers for inventory, equipment, or services to be received in future periods. Management expects these amounts to be applied against purchases or otherwise recovered within the next twelve months.
Prepaid professional fees and license fees include advance payments to service providers, including executive consulting services. See Note 18 – Related Party Transactions.
Note 7 – Property and Equipment, Net
Property and equipment as of March 31, 2026 and December 31, 2025 consisted of the following:
March 31, 2026 | December 31, 2025 | |||||||
| Leasehold improvements | $ | $ | ||||||
| Machinery and equipment | ||||||||
| Office furniture, fixtures and equipment | ||||||||
| Construction in progress | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Total property and equipment, net | $ | $ | ||||||
Depreciation
of property and equipment was $
The Company leases a manufacturing facility located in Pisco, Peru, which is accounted for as a finance lease (see Note 11). The lease includes a purchase option that allows the Company to acquire the facility at the end of the lease term. During 2024, the landlord of this facility entered bankruptcy proceedings. To protect its long-term strategic interests, the Company purchased the first mortgage position on the facility and continues to hold its contractual purchase option under the lease. Management currently intends to acquire ownership of the facility either (i) through the landlord’s bankruptcy settlement process, or (ii) by exercising the purchase option at the end of the lease term, although there can be no assurance that the Company will be successful in this regard.
| 14 |
The
Company accounts for the facility as a leased asset. The first mortgage position is included on the balance sheet in other assets of
$
Note 8 – Other Assets and Other Receivable
Other Assets
The
Company has other assets of $
Other Receivable
The
Company’s Peruvian operations are subject to an
As
of March 31, 2026, the Company’s Peruvian operations had paid more IGV on purchases than it had collected on sales, resulting in
a net IGV receivable of $
Note 9 – Notes Receivable
Nanuva Note Receivable
On
February 4, 2021, the Company entered into a Manufacturing and Distributorship Agreement (the “MDA”) with Natural Nutrition
SpA, a Chilean company (“Nanuva”). In connection with the MDA, the Company advanced $
During 2025, the Company determined that it no longer expected to utilize Nanuva for third-party manufacturing as production transitioned to the Company’s manufacturing facility in Pisco, Peru. Based on this change in operating strategy, lack of recent manufacturing activity, and uncertainty regarding collectability following Nanuva’s bankruptcy filing, management recorded a full allowance for credit losses and wrote off the note receivable as of December 31, 2025.
Accordingly,
the net carrying value of the note receivable was $
The Company continues to hold a second lien on the EnWave REV™ 10 machines that previously collateralized the note receivable and is in discussions to recover the equipment and terminate the MDA. The Company currently expects to receive the equipment during the second quarter of 2026. Any recovery of collateral will be recognized when realized.
| 15 |
Note 10 – Accrued Expenses
Accrued expenses consisted of the following as of March 31, 2026 and December 31, 2025, respectively:
March 31, 2026 | December 31, 2025 | |||||||
| Accrued payroll and taxes | $ | $ | ||||||
| Accrued interest | ||||||||
| Accrued chargebacks | ||||||||
| Accrued miscellaneous | ||||||||
| Accrued EnWave royalties | ||||||||
| Total accrued expenses | $ | $ | ||||||
Note 11 – Leases
Equipment Lease
The
Company has financed production equipment with an acquisition cost of approximately $
Peru Facility Lease
On
May 10, 2024, the Company entered into a ten-year lease for the
In
connection with the lease of the Peru Facility, the Company purchased a first position mortgage receivable in the amount of $
The Company has made significant leasehold and facility-specific improvements to the Peru Facility, resulting in the underlying asset having a specialized nature with limited alternative use to the lessor without substantial modification.
The components of lease costs were as follows for the three months ended March 31, 2026 and 2025:
| For the Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Finance lease cost: | ||||||||
| Amortization of right-of-use asset | $ | $ | ||||||
| Interest on lease liability | ||||||||
| Capitalized inventory cost | ( | ) | ( | ) | ||||
| Total finance lease cost | $ | |||||||
Supplemental balance sheet information of March 31, 2026 and December 31, 2025 related to leases was as follows:
| March 31, 2026 | December 31, 2025 | |||||||
| Finance lease: | ||||||||
| Finance lease assets | $ | $ | ||||||
| Current portion of finance lease liability | $ | |||||||
| Noncurrent finance lease liability | ||||||||
| Total finance lease liability | $ | $ | ||||||
| Weighted average remaining lease term: | ||||||||
| Finance lease | ||||||||
| Weighted average discount rate: | ||||||||
| Finance lease | % | % | ||||||
| 16 |
Supplemental
cash flow information related to finance leases consisted of an increase in finance lease liabilities of $
The future minimum lease payments due under finance leases as of March 31, 2026, are as follows:
| Year Ending | Minimum Lease | |||
| December 31, | Commitments | |||
| 2026 (for the three months remaining) | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 | ||||
| Thereafter | ||||
| Total minimum lease payments | ||||
| Less effects of discounting | ||||
| Lease liability recognized | ||||
| Less current portion | ||||
| Long-term finance lease liability | $ | |||
Note 12 – Debt
Kaufman Convertible Note Payable, Related Party
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
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.
The
Convertible Note matures on the earlier of (i)
| 17 |
On
July 24, 2024 the, the Initial Loan payment of $
On
June 1, 2025 the Company and Kaufman Kapital entered into a Warrant Exercise and Amendment to Notes and Warrant Agreement (the “Warrant
Exercise Agreement”), pursuant to which Kaufman Kapital exercised in full the $
The Company’s obligations under the Convertible Note are secured by a lien granted to Kaufman Kapital on substantially all of the Company’s assets pursuant to a Security Agreement entered between the Company and Kaufman Kapital (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.
In
accordance with ASC 470, the Company recorded total discounts of $
On
January 28, 2026, Kaufman Kapital converted $
For
the three months ended March 31, 2026, the Company recognized $
For
the three months ended March 31, 2025, the Company recognized $
Kaufman Senior Secured Promissory Notes, Related Party
On
August 29, 2024, the Company borrowed $
On
January 28, 2026, the Company borrowed $
| 18 |
Subsequent
to March 31, 2026, on April 17, 2026, the Company borrowed an additional $
The
Company recognized $
Eagle Vision Senior Notes and Warrants, Related Party
Eagle
Vision Fund LP, an affiliate of the Company’s Chief Financial Officer and director, previously participated in senior secured note
financings with detachable warrants. During the year ended December 31, 2025, the Company repaid the remaining $
Notes payable to related parties, consists of the following as of March 31, 2026 and December 31, 2025:
| March 31, 2026 | December 31, 2025 | |||||||
| Total Kaufman Convertible Note Payable, related party | $ | $ | ||||||
| Less: discounts | ||||||||
| Convertible note payable, related party, net of discounts | ||||||||
| Less: current maturities | ||||||||
| Convertible note payable, related party, less current maturities | $ | $ | ||||||
| Total Kaufman Senior Secured Promissory Note, related party | ||||||||
| Total note payable, related party | ||||||||
| Less: current maturities | ||||||||
| Note payable, related party, less current maturities | $ | $ | ||||||
EnWave Equipment Promissory Note
On
May 22, 2023, the Company entered into an equipment purchase agreement with EnWave for the purchase of a used 100kW Rev vacuum microwave
dehydration machine (the “EnWave Machine”). Cash payments of $
On September 16, 2025, the Company and EnWave entered into (i) a Fifth Amendment to License Agreement (the “Amendment”), which amended certain terms of the License Agreement between the Company and EnWave originally dated May 7, 2021 (as amended, the “License Agreement”), and (ii) an Equipment Purchase Agreement (the “Purchase Agreement”). Pursuant to the Amendment, among other things, EnWave granted the Company a global exclusive license (but subject to existing licenses previously issued by EnWave to two other manufacturers) to manufacture Dragon Fruit products using EnWave’s technology under the License Agreement.
Pursuant
to the Purchase Agreement, the Company purchased from EnWave a refurbished 120kW REV vacuum microwave for a purchase price of $
| 19 |
SBA EIDL Loan Agreement
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 $
The Company has notes payable (in addition to the Senior Secured Note and the Convertible Note payable to Kaufman Kapital described above), consisting of the following as of March 31, 2026, and December 31, 2025:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| EnWave Equipment Loan | $ | $ | ||||||
| SBA EIDL Loan | ||||||||
| Total notes payable | $ | $ | ||||||
| Less: current maturities | ||||||||
| Notes payable, less current maturities | $ | $ | ||||||
The
Company recognized $
The Company recognized aggregate interest expense for the three months ended March 31, 2026, and 2025 respectively, as follows:
| March 31, | March 31, | |||||||
| 2026 | 2025 | |||||||
| Interest on convertible note payable, related party | $ | $ | ||||||
| Amortization of debt discounts on related party convertible note | ||||||||
| Amortization of debt discounts on related party convertible note, warrants | ||||||||
| Interest on notes payable | ||||||||
| Interest on note payable, related party | ||||||||
| Interest on finance lease | ||||||||
| Interest on first credit position financing | ||||||||
| Total interest expense | $ | $ | ||||||
Note 13 – Changes in Stockholders’ Equity
Preferred Stock
The Company is authorized to issue shares of preferred stock, par value $ per share. As of March 31, 2026, shares of preferred stock were issued or outstanding.
Common Stock
The Company is authorized to issues shares of common stock, par value $ per share. As of March 31, 2026, a total of shares of common stock were issued and outstanding. Holder of common stock are entitled to one vote per share.
| 20 |
ATM Offerings
On
January 27, 2026, the Company entered into an At-The-Market Issuance Sales Agreement with Alexander Capital, L.P., pursuant to which
the Company could offer and sell shares of its common stock for aggregate gross proceeds of up to $
Exercise of Warrants
On
February 24, 2026, warrants were exercised to purchase shares of the Company’s common stock at an exercise price of $
Conversion of Convertible Note Principal into Common Stock
On
January 28, 2026, Kaufman Kapital converted $
Foreign Currency Translation
Foreign
currency translation adjustments, primarily related to the Company’s foreign operations in Peru, decreased accumulated other comprehensive
income by $
Note 14 – Common Stock Options
The Company’s Board of Directors and stockholders adopted the 2022 Equity Incentive Plan (the “2022 Plan”) effective January 1, 2022. The 2022 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, and other equity-based awards to employees, directors, and consultants.
The
number of shares reserved for issuance under the 2022 Plan was initially shares and was adjusted in connection with the Company’s
2023 reverse stock split. Pursuant to the 2022 Plan, the number of shares of common stock available for issuance thereunder automatically
increases on the first day of each fiscal year of the Company in an amount equal to 5% percent of the total number of shares of our common
stock outstanding on the last day of the immediately preceding fiscal year of the Company, unless the board of directors takes action
prior thereto to provide that there will not be an increase in the share reserve for such year or that the increase in the share reserve
for such year will be of a lesser number of shares of common stock than would otherwise occur. As of March 31, 2026, the annual increases
to the plan resulted in shares reserved for issuance under the 2022 Plan, of which options to purchase
On February 10, 2026, the Compensation Committee of the Board of Directors approved grants of stock options to certain directors, employees and consultants under the 2022 Plan covering an aggregate of shares of common stock, consisting of shares subject to director awards and shares subject to employee/consultant awards. All options were granted with an exercise price of $ per share, equal to the closing market price of the Company’s common stock on the grant date, and have a contractual term of ten years.
The director awards vest in
equal monthly installments over a six-month period. The employee and consultant awards vest in one or more of the following
manners, depending on the individual award agreement: (i) ratably over thirty-six months of continued service, (ii) upon the
Company achieving at least $
| 21 |
The Company determined that the service-based and immediately vested tranches had a grant date of February 10, 2026 and recognized grant-date fair value for those awards (or portions thereof) using the Black-Scholes option-pricing model. Key assumptions included:
| ● | Risk-free interest rate: % – % |
| ● | Expected volatility: % – % |
| ● | Expected term: – years |
| ● | Dividend yield: % |
The performance-based tranches tied to revenue and EBITDA milestones were determined not to have a grant date for accounting purposes as of March 31, 2026 because the applicable performance conditions and measurement requirements had not yet been satisfied. Accordingly, those tranches were not included in the grant-date fair value of awards granted during the quarter and no stock-based compensation expense was recognized for such tranches during the three months ended March 31, 2026.
For the three months ended March 31, 2026, the Company recognized stock-based compensation expense related to the February 10, 2026 grants for vested and service-based tranches only. Unrecognized compensation cost related to unvested service-based awards will be recognized over the remaining requisite service periods.
Expected volatility was estimated using a blended approach that incorporates the Company’s historical stock price volatility since the announcement of the Peru Facility together with the volatility of a selected peer group, with weighting applied to reflect the expected term of the awards. The expected term was determined using the simplified method.
The Company accounts for forfeitures as they occur and, accordingly, expects substantially all outstanding options to vest.
As of March 31, 2026, options to purchase shares of common stock were vested and exercisable, with a weighted-average exercise price of $ and a remaining contractual life of years on a weighted-average basis.
Information for total options outstanding under 2022 Plan as of March 31, 2026 is presented below:
Number of Options | Weighted Average Exercise Price | Aggregate Grant Date Fair Value | Aggregate Intrinsic Value | |||||||||||||
| Outstanding at December 31, 2025 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Exercised | - | |||||||||||||||
| Forfeited | - | |||||||||||||||
| Outstanding at March 31, 2026 | $ | $ | $ | |||||||||||||
Stock-based compensation expense was $ and $ for the three months ended March 31, 2026, and 2025, respectively.
As of March 31, 2026, total unrecognized compensation cost related to unvested stock options was $ million, which is expected to be recognized over the remaining weighted-average vesting period of years. As of March 31, 2026, the weighted-average remaining contractual life of outstanding options was years.
Note 15 – Common Stock Warrants
Outstanding warrants as of March 31, 2026 primarily relate to financing transactions completed during 2024 and 2025.
On
February 24, 2026, holders exercised warrants to purchase shares of the Company’s common stock at an exercise price of $
| 22 |
The
aggregate intrinsic value of warrants exercised during the three months ended March 31, 2026 was $
Information for total warrants outstanding as of March 31, 2026 is presented below:
Number of Warrants | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term (Years) | ||||||||||
| Outstanding at December 31, 2025 | $ | |||||||||||
| Issued | ||||||||||||
| Exercised | ||||||||||||
| Expired | ||||||||||||
| Outstanding at March 31, 2026 | $ | |||||||||||
| Exercisable at March 31, 2026 | $ | |||||||||||
The
remaining contractual term of outstanding warrants ranged from
Note 16 – 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.
The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of March 31, 2026 and December 31, 2025:
| Fair Value Measurements at March 31, 2026 | ||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||
| Assets | ||||||||||||
| Cash | $ | $ | $ | |||||||||
| Right-of-use-asset | ||||||||||||
| Total assets | ||||||||||||
| Liabilities | ||||||||||||
| Convertible
note payable, related party net of $ | ||||||||||||
| Notes payable | ||||||||||||
| Note payable, related party | ||||||||||||
| Lease liabilities | ||||||||||||
| Total liabilities | ||||||||||||
| Total assets and liabilities | $ | $ | ( | ) | $ | ( | ) | |||||
| 23 |
| Fair Value Measurements at December 31, 2025 | ||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||
| Assets | ||||||||||||
| Cash | $ | $ | $ | |||||||||
| Right-of-use-asset | ||||||||||||
| Notes receivable | ||||||||||||
| Total assets | ||||||||||||
| Liabilities | ||||||||||||
| Convertible
note payable, related party net of $ | ||||||||||||
| Notes payable | ||||||||||||
| Note payable, related party | ||||||||||||
| Lease liabilities | ||||||||||||
| Total liabilities | ||||||||||||
| Total assets and liabilities | $ | $ | ( | ) | $ | ( | ) | |||||
There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the three months ended March 31, 2026, or the three months December 31, 2025.
Note 17 – Segment Reporting
The
Company is a consumer-packaged foods company focused on developing, manufacturing, marketing, and distributing clean-label, plant-based
dried fruit and vegetable snacks for retail and foodservice markets through BranchOut-branded products, private-label offerings, and
industrial ingredient sales. In accordance with ASC 280, Segment Reporting, the Company has identified
| ● | United States Operations – includes all sales, marketing, distribution, and customer relationships. This segment generates substantially all of the Company’s consolidated revenue through sales to retail customers, distributors, and e-commerce platforms within the United States. | |
| ● | Latin American Operations – includes the Company’s production and manufacturing activities, including its dehydration facility in Pisco, Peru, and related production support functions. |
Segment Structure and Operations
The Company’s United States Operations segment is responsible for revenue generation and customer engagement, while the Latin American Operations segment supports these activities through the manufacture of finished goods and production of ingredient products. All revenue is generated within the United States, and the Latin American Operations segment does not generate external revenue. Instead, it operates as an internal production function, with costs reflected in cost of goods sold and operating expenses.
The Company manages these segments separately due to differences in function, cost structure, and geographic location. The United States Operations segment is focused on sales growth, distribution expansion, and brand development, while the Latin American Operations segment is focused on production efficiency, capacity utilization, and cost management.
| 24 |
CODM Evaluation and Measure of Profit or Loss
The CODM evaluates segment performance and allocates resources primarily based on segment earnings before interest expense, interest income, income taxes, stock compensation expense, impairment expense, and depreciation and amortization (“EBITDA”). Segment EBITDA is used by the CODM to:
| ● | evaluate operating performance and efficiency, | |
| ● | assess period-over-period results, | |
| ● | compare actual performance to budgets and strategic targets, and | |
| ● | determine capital allocation priorities across the business. |
Segment Expenses
For the U.S. Operations segment, expenses include cost of goods sold from third party manufacturers for raisins and prunes as well as operating expenses such as general and administrative, salaries and wages, professional fees, and other selling and administrative costs.
For the Latin American Operations segment, expenses primarily include production-related costs, including manufacturing overhead, labor, facility costs, and other operating expenses associated with the Company’s production activities.
Corporate-level expenses, including executive, finance, and administrative functions, are recorded within the U.S. Operations segment and are not allocated to the Latin American Operations segment for purposes of CODM evaluation.
Assets and Capital Expenditures
The CODM reviews asset information on a consolidated basis and does not evaluate assets by segment. Accordingly, asset information is not disclosed by reportable segment. Capital expenditures are primarily associated with the Latin American Operations segment, reflecting ongoing investment in manufacturing equipment, facility infrastructure, and production capacity.
Reportable Segment Information
The following table presents revenue, significant expenses, and segment EBITDA for the Company’s reportable segments, together with a reconciliation to consolidated net loss before income taxes for the three months ended March 31, 2026 and 2025:
| For the Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| U.S. operations segment sales | $ | $ | ||||||
| U.S. operations segment cost of goods sold | ||||||||
| U.S. operations segment expenses: | ||||||||
| General and administrative | ||||||||
| Salaries and wages | ||||||||
| Professional fees | ||||||||
| Total U.S. operating expenses | $ | $ | ||||||
| U.S. operations segment EBITDA | $ | $ | ||||||
| Latin American operations segment cost of goods sold | $ | $ | ||||||
| Latin American operations segment expenses: | ||||||||
| General and administrative | ||||||||
| Salaries and wages | ||||||||
| Professional fees | ||||||||
| Total Latin American operating expenses | ||||||||
| Latin American operations segment EBITDA | $ | ( | ) | $ | ( | ) | ||
| Consolidated EBITDA | $ | ( | ) | $ | ( | ) | ||
| Reconciliation of net earnings before income tax expense: | ||||||||
| Consolidated EBITDA | $ | ( | ) | $ | ( | ) | ||
| Depreciation and amortization expense | ( | ) | ( | ) | ||||
| Interest income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Stock compensation expense | ( | ) | ( | ) | ||||
| Consolidated net loss before income tax expense | $ | ( | ) | $ | ( | ) | ||
| 25 |
Note 18 – Related Party Transactions
Kaufman
Kapital LLC, which is affiliated with Daniel L. Kaufman, is a beneficial owner of more than
On
July 15, 2024, the Company entered into a Securities Purchase Agreement (as amended, the “SPA”) with Daniel L. Kaufman, as
further described in Note 12. As of March 31, 2026, the outstanding principal balance of the Convertible Note was $
On
August 29, 2024, the Company borrowed $
On
January 28, 2026, the Company borrowd an additional $
Eagle Vision Fund LP, an investor in the Company, is affiliated with the Company’s Chief Financial Officer, John Dalfonsi.
On
various dates from January 9, 2024 through May 22, 2024, the Company issued an aggregate of $
The
Company engages its Chief Financial Officer under a consulting arrangement. During the three months ended March 31, 2026, the Company
paid $
| 26 |
Note 19 – 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 the likelihood of outcomes in litigation and makes appropriate accruals and disclosures based on current information and legal counsel’s opinions. There’s no guarantee that these matters won’t significantly impact the Company’s business, financial position, or results of operations. Legal accruals are recorded when and if it is determined that a loss related to a certain matter is both probable and reasonably estimable.
The Company is the subject of a lawsuit commenced by its former Chief Financial Officer alleging wrongful termination. Based on information currently available and on the advice of legal counsel, the Company is engaged in settlement discussions related to this matter. While no agreement has been finalized, the Company believes that a resolution of the matter may result in a payment. At this time, the Company is unable to determine that a loss is both probable and reasonably estimable and, accordingly, no liability has been recorded in the accompanying condensed consolidated financial statements. The ultimate outcome of this matter remains uncertain.
Other than as set forth above, there are no legal matters pending against the Company.
Finance Leases
On
May 10, 2024, the Company entered into a ten-year lease for the
The
Company leases equipment under a non-cancelable finance lease payable in monthly installments of $
NXTDried Manufacturing Agreement
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.
EnWave License Agreement
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 is effective as long as EnWave possesses its EnWave technology.
At various dates the License Agreement has been amended 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.
In
order to maintain exclusivity, the Company must make annual royalty minimum payments to EnWave of $
| 27 |
In addition to the initial EnWave Equipment we purchased, the Company agreed to purchase additional equipment from EnWave overtime. The additional equipment purchase schedule, as amended, required the Company to purchase a “Second EnWave Machine”, which was purchased in full on December 12, 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.
On
September 16, 2025 the Company entered into a Purchase Agreement for the Third EnWave Machine, a refurbished 120kW REV vacuum microwave
for a purchase price of $
The Company is also required to enter 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 is not discernible from the equipment; therefore, the license costs have been capitalized and depreciated over the useful life of the equipment.
Pursuant to the Amendment, among other things, EnWave granted the Company a global exclusive license (but subject to existing licenses previously issued by EnWave to two other manufacturers) to manufacture Dragon Fruit products using EnWave’s technology under the License Agreement.
Note 20 - Income Taxes
The Company incurred net operating losses for the three months ended March 31, 2026 and 2025. Accordingly, no provision for income taxes has been recorded for the interim periods presented.
The
Company’s effective tax rate differs from the U.S. federal statutory rate primarily due to the full valuation allowance recorded
against its deferred tax assets. As a result, the Company’s effective tax rate was
Management continues to evaluate the realizability of its deferred tax assets and has determined that it is more likely than not that such assets will not be realized. Accordingly, a full valuation allowance has been maintained as of March 31, 2026.
There have been no material changes to the Company’s deferred tax assets, valuation allowance, or uncertain tax positions since December 31, 2025.
The Company’s foreign subsidiary is subject to income taxation in Peru. Deferred tax assets related to the foreign jurisdiction have not been recognized due to cumulative losses.
Note 21 – 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:
Exercise of Warrants
During
April 2026 warrants were exercised to purchase an aggregate of shares of the Company’s common stock at an exercise price
of $
On May 7, 2026, Kaufman Kapital exercised in full a warrant to purchase
Additional Debt Financing
On
April 17, 2026, the Company borrowed an additional $
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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 unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2025. In addition to historical 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.
Business Overview
BranchOut Food Inc. (collectively with its subsidiary, “BranchOut,” the “Company,” “we,” “us” or “our”), is a growth-stage consumer packaged foods company focused on developing, manufacturing, marketing, and distributing clean-label, plant-based dried fruit and vegetable snacks for retail and foodservice markets through BranchOut-branded products, private-label offerings, and ingredient sales. The Company operates a 50,000 square foot manufacturing facility in Pisco, Peru, (“Peru Facility”) where it produces finished goods using proprietary GentleDry™ technology licensed from EnWave Corporation.
Our operating model is manufacturing-led and dependent on agricultural sourcing, production scale, and retail distribution. We continue to scale manufacturing operations at our Peru Facility while supporting existing customer programs and pursuing new product opportunities.
Including expansion of a new production area intended to support high-protein dehydrated cheese products in an allergen-free environment. We believe additional capacity may support future revenue growth, improved production flexibility and margin enhancement, although no assurance can be given regarding timing or results.
Organizational Realignment and Manufacturing Transition
Beginning in 2024, we initiated an operational transition from reliance on third-party manufacturers to in-house production through the development and ramp-up of the Peru Facility. As of December 31, 2025, the principal build-out and start-up phase of this transition was substantially complete.
Products
We develop, manufacture and market dehydrated fruit and vegetable products using licensed GentleDry™ technology at the Peru Facility. Our products are sold through three primary channels: BranchOut branded retail snack products, private-label products for major retailers, and fruit and vegetable ingredient products sold to food manufacturers.
Our BranchOut branded products consist primarily of shelf-stable fruit and vegetable snacks designed to preserve the natural flavor, color and texture of the underlying produce. These products are distributed through grocery, club, online and direct-to-consumer channels.
We also manufacture private-label dehydrated snack products for major North American retailers, which are sold under customer brands through their existing retail distribution channels. In addition, we produce dehydrated fruit and vegetable ingredients, including pieces, powders and inclusions, for use in cereals, snack bars, baked goods, salads, ready-to-eat meals and other packaged food applications.
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We continue to develop additional fruit and vegetable snack products and ingredient formats for both branded and private label customers. Product development efforts are focused on expanding our snack portfolio, supporting private label programs for large retailers, and developing new ingredient applications for food manufacturers. From time to time, we engage with potential commercial partners and institutional customers to develop products tailored to specific applications.
Operating Strategy and Key Performance Drivers
BranchOut is focused on executing a growth-stage strategy that balances product innovation, distribution expansion, and disciplined manufacturing scale-up. As a manufacturing-led business, our strategy emphasizes aligning customer growth and product development with production capacity, supply-chain execution, and cost control.
Key elements of our strategy include:
| ● | Driving revenue growth through customer onboarding and product expansion, by developing new snack and ingredient products designed to generate repeat consumer demand and support scalable retail and foodservice placement. | |
| ● | Expanding distribution channels across national and regional retail, club, grocery, and private-label platforms to increase product availability while maintaining disciplined customer and channel selection. | |
| ● | Scaling manufacturing utilization and capacity, with a focus on achieving high utilization at our Peru Facility while investing in incremental capacity expansion to support anticipated demand, operational efficiency, and margin improvement. | |
| ● | Maintaining operational discipline during scale-up, including production planning, inventory management, quality control, and supply-chain coordination, to support consistent product quality, reliable fulfillment, and cost management as volumes increase. |
Management believes that executing a manufacturing-led growth strategy allows us to compete effectively by pairing differentiated products with scalable operations, while managing the complexity and execution demands inherent in expanding within the consumer-packaged foods industry.
Gross margin performance may be affected by sales mix, throughput levels, manufacturing efficiencies, uptime, yields, agricultural raw materials, packaging, labor and freight costs, as well as sourcing timing and spot market purchases when necessary.
Operating Model and Margin Considerations
Our operating results are closely tied to production volume, facility utilization, sales mix and input costs. We are focused on scaling production and optimizing manufacturing performance, while expanding our product portfolio to align with evolving customer demand and support growth across our core sales channels.
Gross margin performance continues to reflect underlying improvements in production volumes, throughput and manufacturing efficiencies, including gains in uptime, yields and production flow. However, on a quarter-over-quarter basis, gross margin declined due to increased downtime at the plant, lower production levels during January and February, and an unfavorable sales mix driven by a higher proportion of lower-margin bulk ingredient sales.
Gross margin is also influenced by sales mix across our branded, private-label and ingredient channels, as well as variability in agricultural raw materials, packaging, labor and freight costs. The timing of raw material sourcing and reliance on spot market purchases, when necessary, may also affect margins.
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Our operating results for the current period continue to reflect the ongoing scale-up of internal manufacturing operations. Production levels have remained below normalized capacity during the scale-up phase. As a result, a portion of fixed manufacturing costs has not been fully absorbed into inventory and has been recognized as idle capacity expense within operating expenses. As production volumes and utilization increase, we expect improved fixed-cost absorption and greater operating leverage.
Operating expenses primarily reflect costs associated with supporting our Peru Facility, growth initiatives, distribution expansion and public company requirements. We continue to operate at a net loss and with negative working capital. Future operating performance will depend on revenue growth, production scale, cost management, working capital efficiency and continued access to capital.
Adjusted Gross Margin (Non-GAAP)
In addition to gross margin calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), we use adjusted gross margin, a non-GAAP supplemental measure to evaluate underlying manufacturing performance. Non-GAAP adjusted gross margin excludes depreciation included in cost of goods sold and certain air freight costs incurred during the three months ended March 31, 2026 and 2025. As of March 31, 2026 gross profit (GAAP) was $0.40 million versus adjusted gross profit (non-GAAP) of $0.54 million, and gross margin was 15.4% compared to adjusted gross margin of 20.8%. As of March 31, 2025 gross profit (GAAP) was $0.53 million versus adjusted gross profit (non-GAAP) of $0.84 million, and gross margin was 16.7% compared to adjusted gross margin of 26.7%.
Adjusted gross margin was higher than reported gross margin, reflecting the impact of depreciation and air freight costs incurred to support customer-required timelines, primarily related to new product introductions. These air freight costs were driven by specific timing and fulfillment requirements and are not expected to recur at similar levels.
We believe adjusted gross margin provides additional visibility into the underlying unit economics of our manufacturing model during this scale-up phase. As the plant gains operating experience and throughput increases, we expect reported gross margin to improve as additional products achieve manufacturing efficiency. Currently, a limited number of products are produced at or near optimal manufacturing efficiency, while other products remain in earlier stages of production and optimization. New product introductions also begin at lower efficiency levels as they transition from development into scaled production and improve over time.
A reconciliation of gross profit (GAAP) to adjusted gross profit (non-GAAP), and the related gross margin measures, for the three months ended March 31, 2026 and 2025, is presented below:
| Three Months Ended | ||||||||
| March 31, 2026 | March 31, 2025 | |||||||
| Gross profit (GAAP) | $ | 400,660 | $ | 529,856 | ||||
| Depreciation included in cost of goods sold | 91,203 | 151,506 | ||||||
| Air freight related to customer fulfillment timing requirements | 51,221 | 164,670 | ||||||
| Adjusted gross profit (non-GAAP) | 543,084 | 846,032 | ||||||
| Net revenue | $ | 2,606,795 | $ | 3,170,863 | ||||
| Gross margin (GAAP) | 15.4 | % | 16.7 | % | ||||
| Adjusted gross margin (non-GAAP) | 20.8 | % | 26.7 | % | ||||
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Results of Operations for the Three Months Ended March 31, 2026, and 2025
The following table summarizes selected items from the statement of operations for the three months ended March 31, 2026, and 2025, respectively.
| Three Months Ended | ||||||||||||
| March 31, | Increase / | |||||||||||
| 2026 | 2025 | (Decrease) | ||||||||||
| Net revenue | $ | 2,606,795 | $ | 3,170,863 | $ | (564,068 | ) | |||||
| Cost of goods sold | 2,206,135 | 2,641,007 | (434,872 | ) | ||||||||
| Gross profit | 400,660 | 529,856 | (129,196 | ) | ||||||||
| Gross margin | 15.4 | % | 16.7 | % | ||||||||
| Operating expenses: | ||||||||||||
| General and administrative | 859,220 | 385,639 | 473,581 | |||||||||
| Salaries and benefits | 666,336 | 314,242 | 352,094 | |||||||||
| Professional services | 260,689 | 235,034 | 25,655 | |||||||||
| Advertising and promotions | 155,891 | 106,545 | 49,346 | |||||||||
| Storage, shipping and handling | 77,654 | 133,567 | (55,913 | ) | ||||||||
| Total operating expenses | 2,019,790 | 1,175,027 | 844,763 | |||||||||
| Operating loss | (1,619,130 | ) | (645,171 | ) | (973,959 | ) | ||||||
| Operating margin | (62.1 | )% | (20.3 | )% | ||||||||
| Other income (expense): | ||||||||||||
| Interest income | 1,749 | 5,136 | (3,387 | ) | ||||||||
| Interest expense | (174,903 | ) | (278,347 | ) | 103,444 | |||||||
| Total other income (expense) | (173,154 | ) | (273,211 | ) | 100,057 | |||||||
| Net loss | $ | (1,792,284 | ) | $ | (918,382 | ) | $ | (873,902 | ) | |||
| Net margin | (68.8 | )% | (29.0 | )% | ||||||||
Net Revenue
Our net revenue for the three months ended March 31, 2026 was $2.6 million, compared to $3.2 million for the three months ended March 31, 2025, a decrease of $0.56 million, or 18%. The decrease in revenue was primarily due to planned maintenance at the Peru Facility and the timing of a major customer order scheduled for delivery in the second quarter. Production levels recovered by the end of the quarter, resulting in the highest monthly kilogram output to date for the month of March 2026. Inventory increased from $2.4 million at December 31, 2025 to $4.0 million at March 31, 2026, or 69%, reflecting production in advance of the scheduled second quarter shipment.
Our results may fluctuate period to period due to the timing and size of customer orders, as well as the seasonal nature of raw material harvest cycles.
Cost of Goods Sold and Gross Profit
Cost of goods sold for the three months ended March 31, 2026 was $2.2 million, compared to $2.6 million for the three months ended March 31, 2025, a decrease of $0.4 million, or 16%. The decrease in cost of goods sold was primarily due to lower sales volumes during the period.
Gross profit for the three months ended March 31, 2026 was $0.4 million, or 15.4% of net revenue, compared to $0.5 million, or 16.7% of net revenue, for the three months ended March 31, 2025. The decrease in gross profit and gross margin was primarily due to lower sales volumes and a less favorable product mix, including a higher proportion of lower-margin bulk ingredient sales, compared to the prior year period. Current margins continue to reflect early-stage production inefficiencies.
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General and Administrative Expense
General and administrative expense for the three months ended March 31, 2026 was $0.86 million, compared to $0.39 million for the three months March 31, 2025, an increase of $0.47 million, or 123%. The increase was primarily related to idle capacity expense increased during the three months ended March 31, 2026 due to unallocated fixed overhead resulting from operating the Peru Facility below normal utilization levels. The facility began operations in December 2024, and idle capacity was not measured as of March 31, 2025. As production volumes increase, a greater portion of these fixed costs are expected to be absorbed into inventory.
The largest components of our general and administrative expenses are plant idle capacity, research and development, travel, sales commissions, and royalties as shown below.
|
Three Months Ended March 31, |
||||||||||||||||
| 2026 | 2025 | Difference | % Change | |||||||||||||
| Idle capacity | $ | 482,813 | $ | - | $ | 482,813 | 100 | % | ||||||||
| Research and development | 16,638 | 7,742 | 8,896 | 115 | % | |||||||||||
| Travel | 101,620 | 107,445 | (5,825 | ) | (5 | )% | ||||||||||
| Sales commissions | 22,885 | 61,059 | (38,174 | ) | (63 | )% | ||||||||||
| Royalties | 62,500 | 40,585 | 21,915 | 54 | % | |||||||||||
Research and development expense increased due to continued product development activities. Sales commissions decreased consistently with lower sales volumes.Travel expense remained relatively consistent, reflecting ongoing travel between the United States and Peru to support operations.
Royalties increased primarily due to higher production volumes on EnWave equipment.
Salaries and Wages
Salaries and wages for the three months ended March 31, 2026 were $0.66 million, compared to $0.31 million for the prior year period, an increase of $0.35 million, or 112%. The increase was primarily due to $0.24 million of stock-based compensation expense, as well as annual wage increases.
Professional Fees
Professional fees for the three months ended March 31, 2026 were $0.26 million, compared to $0.24 million for the three months ended March 31, 2025, an increase of $0.02 million, or 11%. The increase was primarily attributable to higher compensation for the Chief Financial Officer under a consulting agreement.
Shipping and Handling
Shipping and handling expense for the three months ended March 31, 2026 was $0.15 million, compared to $0.11 million for the three months ended March 31, 2025, an increase of $0.04 million, or 46%. The increase was primarily due to higher shipping rates for deliveries to customers.
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Advertising and Promotions
Advertising and promotions expense for the three months ended March 31, 2026 was $0.08 million, compared to $0.13 million for the three months ended March 31, 2025, a decrease of $0.05 million, or 42%. The decrease was primarily due to the timing of product demonstration programs in line with lower branded product sales during the quarter.
Other Income (Expense)
For the three months ended March 31, 2026, other expense was $173,154, consisting of $174,903 of interest expense, partially offset by $1,749 of interest income. For the three months ended March 31, 2025, other expense was $273,211, consisting of $278,347 of interest expense, partially offset by $5,136 of interest income. Other expense decreased by $100,057, or 37%, primarily due to lower interest expense following the repayment of certain debt financing during 2025.
Net loss
Net loss for the three months ended March 31, 2026 was $1.8 million, compared to $0.9 million for the three months ended March 31, 2025, an increase of $0.9 million, or 95%. The increase in net loss was primarily due to lower sales and reduced gross margin in the current quarter, reflecting lower production in January and February due to planned facility maintenance and an unfavorable sales mix. In addition, the Company incurred higher idle capacity costs as it continued the build-out and ramp-up of the Peru Facility, with production remaining below normalized levels. Operating expenses increased due to higher personnel costs associated with increased headcount at the Peru Facility and higher stock-based compensation expense. Operating results remain sensitive to production volumes, capacity utilization and sales mix.
Liquidity and Capital Resources
The following table summarizes our total current assets, liabilities and working capital as of March 31, 2026 and December 31, 2025.
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Current Assets | $ | 7,736,312 | $ | 5,684,907 | ||||
| Current Liabilities | $ | 8,847,203 | $ | 6,269,147 | ||||
| Working Capital | $ | (1,110,891 | ) | $ | (584,240 | ) | ||
As of March 31, 2026, we had negative working capital of $1.1 million, compared to negative working capital of $0.6 million as of December 31, 2025. The decrease in working capital was primarily driven by increased inventory levels for anticipated second quarter deliveries, continued investment in the Peru Facility and our net loss.
To date, our primary sources of capital have been cash generated from the sales of our products, common stock sales, and debt and equity financings. As of March 31, 2026, we had cash of $0.9 million, total liabilities of $11.2 million, and an accumulated deficit of $25.5 million, compared to cash of $0.6 million, total liabilities of $8.9 million, and an accumulated deficit of $23.7 million as of March 31, 2025.
Liquidity Outlook
Our ability to meet our cash requirements is dependent on our ability to increase sales volumes, improve operating cash flows, manage working capital, and, as needed, access additional capital. Based on our current operating plan, we expect that existing cash balances and cash generated from operations will not be sufficient to fund our operating requirements for at least the next twelve months, and we may need to obtain additional financing.
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Historically, we have raised capital primarily through debt and convertible debt financings and the issuance of equity securities. Any additional financing may not be available when needed or may not be available on acceptable terms. In addition, any future financings may result in dilution to existing stockholders and may contain restrictive covenants that could limit our operating flexibility.
Subsequent Financing Activities
Subsequent to March 31, 2026, we borrowed $750,000 from Kaufman Kapital LLC (“Kaufman Kapital”) pursuant to a senior secured promissory note that matures on January 28, 2027 and bears interest at 8% per annum. The obligations under the note are secured by a lien on substantially all of our assets under an existing security agreement.
Going Concern
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. These conditions raise substantial doubt about our ability to continue as a going concern within one year after the date the condensed consolidated financial statements are issued.
We are pursuing initiatives to increase revenues and are seeking additional sources of capital to fund operations. While these actions may improve our liquidity position, there can be no assurance that they will be sufficient to alleviate the substantial doubt regarding our ability to continue as a going concern.
The accompanying condensed consolidated financial statements have been prepared assuming we will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty, including adjustments to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.
Cash Flow
Comparison of the Three Months Ended March 31, 2026, and the Three Months Ended March 31, 2025
The following table sets forth the primary sources and uses of cash for the periods presented below:
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net cash used in operating activities | $ | (2,095,942 | ) | $ | (1,937,207 | ) | ||
| Net cash used in investing activities | (515,390 | ) | (377,841 | ) | ||||
| Net cash provided by financing activities | 2,968,960 | 2,363,768 | ||||||
| Effect of exchange rate changes on cash | (56,245 | ) | 8,209 | |||||
| Net change in cash | $ | 301,383 | $ | 56,929 | ||||
Net Cash Used in Operating Activities
Cash used in operating activities was $2.1 million for the three months March 31, 2026, compared to $1.9 million for the three months March 31, 2025, an increase of $0.2 million, or 8%. Cash used in operating activities was relatively consistent with the prior year period, as higher net losses and increased inventory investment to support anticipated second quarter deliveries were substantially offset by improved collections of accounts receivable and higher accounts payable balances.
Net Cash Used in Investing Activities
Cash used in investing activities was $0.5 million for the three months ended March 31, 2026, compared to $0.4 million for the three months ended March 31, 2025, an increase of $0.1 million, or 36%. The increase was primarily attributable to purchases of property and equipment related to the build-out of new production space at the Peru Facility intended to manufacture high-protein dehydrated cheese products in an allergen-free environment.
Net Cash Provided by Financing Activities
Cash provided by financing activities was $3.0 million for the three months ended March 31, 2026, compared to $2.4 million for the three months ended March 31, 2025, an increase of $0.6 million, or 26%. The increase was primarily attributable to $1.5 million in proceeds received from a promissory note issued in January 2026, partially offset by lower proceeds from equity issuances during the current period.
Effect of Exchange Rate Changes on Cash
For the three months ended March 31, 2026, the effect of exchange rate changes on cash and cash equivalents was a $56,245 decrease in cash, compared to an $8,209 increase in the prior-year period. The change primarily reflects fluctuations in the value of the Peruvian sol relative to the U.S. dollar on cash balances held by the Company’s Peru subsidiary.
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CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our financial results are affected by the selection and application of accounting policies and methods. In the three-month period ended March 31, 2026 there were no material changes in the Company’s critical accounting policies and estimates from those disclosed in the Annual Report on Form 10-K for the year ended December 31, 2025.
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 March 31, 2026. 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 months ended March 31, 2026, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended).
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are party to a lawsuit filed by our former Chief Financial Officer alleging wrongful termination. The complaint was filed on June 25, 2025, in the Superior Court of the State of Washington in and for King County, and seeks damages and other relief. We believe the claims are without merit and intend to vigorously defend against the allegations. We are currently engaged in settlement discussions related to this matter. The ultimate outcome and timing of resolution remain uncertain.
Other than as set forth above, there are no legal matters pending against the Company.
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
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
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ITEM 6. EXHIBITS.
| * | Filed herewith |
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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 | May 14, 2026 | ||
| Eric Healy | (Principal Executive Officer) | |||
| /s/ John Dalfonsi | Chief Financial Officer | May 14, 2026 | ||
| John Dalfonsi | (Principal Accounting and Financial Officer) |
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ATTACHMENTS / EXHIBITS