SEC Comment Letter 0000000000-23-005723 to BranchOut Food Inc. (BOF)
BranchOut Food Inc.
Date: May 31, 2023 · CIK: 0001962481 · Accession: 0000000000-23-005723
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-271422
Letter
United States securities and exchange commission logo May 31, 2023 Eric Healy Chief Executive Officer BranchOut Food Inc. 205 SE Davis Ave., Suite C Bend, Oregon 97702 Re:BranchOut Food Inc. Amended Registration Statement on Form S-1 Filed May 23, 2023 File No. 333-271422 Dear Eric Healy: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our May 4, 2023 letter. Amendment No. 2 to Registration Statement on Form S-1 Cover Page 1.We note your revised disclosure that you have granted the underwriter a 45-day option to purchase up to an additional 165,000 shares of common stock "which may be covered by exercising the option and/or by purchasing shares of common stock from us in the market once secondary trading begins." Please explain why you have included this provision given that you are required to provide a bona fide estimate of the range of the maximum offering price consistent with Item 501(b)(3) of Regulation S-K. In addition, please explain how the underwriters will purchase the common stock from you in the market.
FirstName LastNameEric Healy Comapany NameBranchOut Food Inc. May 31, 2023 Page 2 FirstName LastName Eric Healy BranchOut Food Inc. May 31, 2023 Page 2 Debt Obligations Notes Payable, page 50 2.Please file the Hinman Loan Agreement as an exhibit to the registration statement. Resale Prospectus, page II-1 3.We note your revisions in response to comment 3 and reissue. Please revise the statement that you "expect" that no shares will be sold until your common stock is listed on Nasdaq to state that no shares will be sold until the initial public offering is closed and your common stock is listed on Nasdaq. Please also remove the statement that the resale shares will initially be sold "around" the public offering price. In the alternative, revise to state a fixed price at which the shares will be offered. You may contact Mindy Hooker at 202-551-3732 or Claire Erlanger at 202-551-3301 if you have questions regarding comments on the financial statements and related matters. Please contact Gregory Herbers at 202-551-8028 or Erin Purnell at 202-551-3454 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Dane Johansen
Show Raw Text
United States securities and exchange commission logo
May 31, 2023
Eric Healy
Chief Executive Officer
BranchOut Food Inc.
205 SE Davis Ave., Suite C
Bend, Oregon 97702
Re:BranchOut Food Inc.
Amended Registration Statement on Form S-1
Filed May 23, 2023
File No. 333-271422
Dear Eric Healy:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our May 4, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-1
Cover Page
1.We note your revised disclosure that you have granted the underwriter a 45-day option to
purchase up to an additional 165,000 shares of common stock "which may be covered by
exercising the option and/or by purchasing shares of common stock from us in the market
once secondary trading begins." Please explain why you have included this provision
given that you are required to provide a bona fide estimate of the range of the maximum
offering price consistent with Item 501(b)(3) of Regulation S-K. In addition, please
explain how the underwriters will purchase the common stock from you in the market.
FirstName LastNameEric Healy
Comapany NameBranchOut Food Inc.
May 31, 2023 Page 2
FirstName LastName
Eric Healy
BranchOut Food Inc.
May 31, 2023
Page 2
Debt Obligations
Notes Payable, page 50
2.Please file the Hinman Loan Agreement as an exhibit to the registration statement.
Resale Prospectus, page II-1
3.We note your revisions in response to comment 3 and reissue. Please revise the statement
that you "expect" that no shares will be sold until your common stock is listed on Nasdaq
to state that no shares will be sold until the initial public offering is closed and your
common stock is listed on Nasdaq. Please also remove the statement that the resale shares
will initially be sold "around" the public offering price. In the alternative, revise to state a
fixed price at which the shares will be offered.
You may contact Mindy Hooker at 202-551-3732 or Claire Erlanger at 202-551-3301 if
you have questions regarding comments on the financial statements and related matters. Please
contact Gregory Herbers at 202-551-8028 or Erin Purnell at 202-551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Dane Johansen