Changes in Stockholders’ Equity	12 Months Ended
Dec. 31, 2025
Equity [Abstract]
Changes in Stockholders’ Equity	Note 13 – Changes in Stockholders’ Equity Preferred Stock The Company is authorized to issue 8,000,000 shares of preferred stock, par value $0.001 per share. As of December 31, 2025, no shares of preferred stock were issued or outstanding. Common Stock The Company is authorized to issue 80,000,000 shares of common stock, par value $0.001 per share. As of December 31, 2025, 13,385,459 shares of common stock were issued and outstanding. Holders of common stock are entitled to one vote per share. Reverse Stock Split On June 15, 2023, the Company effected a 2.5-for-1 reverse stock split of its outstanding shares of common stock. All share and per-share amounts presented in these consolidated financial statements have been retroactively adjusted to reflect the reverse stock split for all periods presented. The par value of the common stock was not adjusted. At-the-Market Offerings During the year ended December 31, 2025, the Company issued 2,421,415 shares of common stock pursuant to its At-the-Market (“ATM”) programs, resulting in net proceeds of $5,239,988 after commissions and offering expenses. Registered Offering On November 13, 2025, the Company completed the sale of 1,034,600 shares of its common stock in an underwritten offering for aggregate gross proceeds of approximately $2.5 million. After deducting underwriting discounts, fees, and offering expenses, the Company received net proceeds of $2,297,590. The Company used the proceeds for working capital and general corporate purposes. In connection with the sale of common stock the Company issued warrants to the underwriter to purchase up to 41,384 shares of common stock and allocated $51,195 of the proceeds to additional paid-in capital based on the relative fair value of the warrants. This allocation represented a non-cash financing activity and did not affect total cash proceeds received. Options The Company maintains the 2022 Equity Incentive Plan, which provides for the issuance of stock options and other equity-based awards. During the year ended December 31, 2025, the Company issued options to purchase shares of common stock under the plan for services rendered. A summary of stock option activity and related stock-based compensation expense is included in Note 14 – Common Stock Options. Warrants During the year ended December 31, 2025, the Company recorded a $32,099 non-cash increase to additional paid-in capital related to the fair value of warrant modifications. In addition, warrants were exercised to purchase an aggregate of 1,504,844 shares of the Company’s common stock, resulting in cash proceeds of $1,499,294. A summary of warrant activity and related terms is included in Note 15 – Common Stock Warrants. Foreign Currency Translation Foreign currency translation adjustments, primarily related to the Company’s foreign operations in Peru, increased accumulated other comprehensive income by $35,446 during the year ended December 31, 2025.

Changes in Stockholders’ Equity

12 Months Ended

Dec. 31, 2025

Note 13 – Changes in Stockholders’ Equity

Preferred Stock

The Company is authorized to issue 8,000,000 shares of preferred stock, par value $0.001 per share. As of December 31, 2025, no shares of preferred stock were issued or outstanding.

Common Stock

The Company is authorized to issue 80,000,000 shares of common stock, par value $0.001 per share. As of December 31, 2025, 13,385,459 shares of common stock were issued and outstanding. Holders of common stock are entitled to one vote per share.

Reverse Stock Split

On June 15, 2023, the Company effected a 2.5-for-1 reverse stock split of its outstanding shares of common stock. All share and per-share amounts presented in these consolidated financial statements have been retroactively adjusted to reflect the reverse stock split for all periods presented. The par value of the common stock was not adjusted.

At-the-Market Offerings

During the year ended December 31, 2025, the Company issued 2,421,415 shares of common stock pursuant to its At-the-Market (“ATM”) programs, resulting in net proceeds of $5,239,988 after commissions and offering expenses.

Registered Offering

On November 13, 2025, the Company completed the sale of 1,034,600 shares of its common stock in an underwritten offering for aggregate gross proceeds of approximately $2.5 million. After deducting underwriting discounts, fees, and offering expenses, the Company received net proceeds of $2,297,590. The Company used the proceeds for working capital and general corporate purposes.

In connection with the sale of common stock the Company issued warrants to the underwriter to purchase up to 41,384 shares of common stock and allocated $51,195 of the proceeds to additional paid-in capital based on the relative fair value of the warrants. This allocation represented a non-cash financing activity and did not affect total cash proceeds received.

Options

The Company maintains the 2022 Equity Incentive Plan, which provides for the issuance of stock options and other equity-based awards. During the year ended December 31, 2025, the Company issued options to purchase shares of common stock under the plan for services rendered. A summary of stock option activity and related stock-based compensation expense is included in Note 14 – Common Stock Options.

Warrants

During the year ended December 31, 2025, the Company recorded a $32,099 non-cash increase to additional paid-in capital related to the fair value of warrant modifications. In addition, warrants were exercised to purchase an aggregate of 1,504,844 shares of the Company’s common stock, resulting in cash proceeds of $1,499,294. A summary of warrant activity and related terms is included in Note 15 – Common Stock Warrants.

Foreign Currency Translation

Foreign currency translation adjustments, primarily related to the Company’s foreign operations in Peru, increased accumulated other comprehensive income by $35,446 during the year ended December 31, 2025.

- Definition

The entire disclosure for equity.

+ References

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+ Details

BranchOut Food Inc. 10-K