Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

On October 23, 2024, BranchOut Food Inc., a Nevada corporation, (the "Company") entered into an At-The-Market Issuance Sales Agreement (the "ATM Agreement") with Alexander Capital, L.P. ("Alexander Capital"). Pursuant to the ATM Agreement, the Company may from time to time issue and sell to or through Alexander Capital, acting as the Company's sales agent, shares of the Company's common stock, par value $0.001 per share (the "Shares"), having an aggregate offering price of up to $3,000,000. Sales of the Shares, if any, will be made by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). As sales agent, Alexander Capital will offer the Shares at prevailing market prices and will use its commercially reasonable efforts, consistent with its sales and trading practices, to sell on the Company's behalf all of the Shares requested to be sold by the Company, subject to the terms and conditions of the ATM Agreement.

The Shares will be sold and issued pursuant to the Company's Registration Statement on Form S-3 (File No. 333-282298), which was declared effective by the Securities and Exchange Commission (the "SEC") on October 2, 2024, the prospectus contained therein, and a prospectus supplement related to the offering of the Shares dated October 23, 2024.

The offering of Shares pursuant to the ATM Agreement will terminate upon the earliest of (i) the sale of all Shares subject to the ATM Agreement, and (ii) the termination of the ATM Agreement by the Company or Alexander Capital.

The Company will pay Alexander Capital a commission equal to 3.0% of the gross proceeds from the sale of the Shares sold pursuant to the ATM Agreement and will reimburse Alexander Capital for certain expenses incurred in connection with its services under the ATM Agreement. The Company has also agreed to afford Alexander Capital customary indemnification and contribution rights.

The foregoing description of the ATM Agreement is qualified in its entirety by reference thereto, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. The legal opinion of Pachulski Stang Ziehl & Jones LLP with respect to the validity of the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K, including the exhibits filed herewith, shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.