SecProbe.io

CORRESP
1
filename1.htm

April
24, 2023

Via
EDGAR

Alex
King and Erin Purnell

Division
of Corporation Finance

Office
of Manufacturing

Securities
and Exchange Commission

Washington,
D.C. 20549

Re:
BranchOut Food Inc.

Draft
Registration Statement on Form S-1

Submitted
January 23, 2023

CIK
No. 0001962481

Ladies
and Gentlemen:

This
correspondence responds to the letter, dated February 17, 2023, received from the staff of the Securities and Exchange Commission (the
“Staff”) regarding the abovementioned Draft Registration Statement on Form S-1 submitted on January 23, 2023 by BranchOut
Food Inc. (the “Company”, “we”, “us” or “our”). We have addressed
each of the comments raised by you and your team below and in the Registration Statement on Form S-1 filed on April 24, 2023 (the “Registration
Statement”). Capitalized terms used, but not defined, in this letter have the meanings ascribed to such terms in the Registration
Statement.

Outlined
below are our responses to each of your comments:

Draft
Registration Statement on Form S-1 submitted January 23, 2023

Risk
Factors

Our
Articles of Incorporation provide that the Nevada Eighth Judicial District Court of Clark County, Nevada shall be the exclusive forum,
page 34.

 1. We
                                            note your disclosure in the paragraph heading that the Nevada Eighth Judicial District Court
                                            of Clark County shall be the exclusive forum for certain litigation, including claims under
                                            the Securities Act. Please revise this title to reconcile with your disclosure that “the
                                            exclusive forum provision does not apply to suits brought to enforce any liability or duty
                                            created by the Securities Act.”

BranchOut
Response:

We
have revised the risk factor title on page 34 of the Registration Statement to reconcile with the disclosure that the exclusive forum
provision does not apply to suits brough to enforce liability or duties created by the Securities Act, the Exchange Act, the rules and
regulations thereunder, or any other claim for which the federal courts have exclusive or concurrent jurisdiction.

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After
this offering, our principal stockholder will continue to have substantial control over us, page 34.

 2. Please
                                            tell us whether you will be deemed to be a “controlled company” under the Nasdaq
                                            listing rules. If so, please additionally disclose on the prospectus cover and in the summary
                                            (i) the percent voting power that the controlling stockholder will hold after completion
                                            of the offering and (ii) whether you intend to take advantage of the controlled company exemptions
                                            under the Nasdaq rules.

BranchOut
Response:

We
respectfully advise the Staff that Mr. Healy currently owns approximately 68% of the outstanding shares of common stock of the Company.
Given the planned offering size, Mr. Healy’s ownership is expected to be below 30% of the outstanding shares of common stock of
the Company immediately after completion of the offering and conversion of the outstanding convertible notes. Accordingly, the Company
will not be a “controlled company” under the applicable Nasdaq listing rules and does not intend to take advantage of the
controlled company exemptions under the Nasdaq rules. Given Mr. Healy’s expected limited control after completion of the offering,
we have removed this risk factor from the Registration Statement.

Capitalization,
page 37

 3. We
                                            note that your Capitalization table on page 37 includes long-term debt of only $34,500. Please
                                            revise to also include any amounts of long-term debt recorded in current liabilities. Also,
                                            please revise to include any debt issued subsequent to September 30, 2022 in the “As
                                            Adjusted” column and include appropriate footnote disclosure of the nature and terms
                                            of this debt. Additionally, we note from your disclosure on page 35 that you intend to use
                                            the proceeds from this offering in part for the repayment of debt. Please ensure that this
                                            repayment of debt is considered in the “As Adjusted” column of the Capitalization
                                            table with appropriate footnote disclosure.

BranchOut
Response:

We
have revised the Capitalization table in accordance with your comments. Please see the updated disclosure on page 36 of the Registration
Statement.

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Management’s
Discussion and Analysis of Financial Condition and Results of Operations Overview, page 40

 4. We
                                            note from your disclosure on page 65 of the Business Section that in connection with the
                                            EnWave License, you are obligated to purchase additional equipment and pay EnWave certain
                                            annual and earned royalties based on revenue from avocado products sold as well as sales
                                            of drying or processing products. You also disclose the annual royalty required to be paid
                                            in the next few years and thereafter. Please revise your discussion in MD&A to discuss
                                            the nature of this licensing agreement and related commitments. The notes to the financial
                                            statements should be similarly revised and should include your accounting policies related
                                            to the licensing agreements and royalty commitments. See guidance in ASC 440-10.

BranchOut
Response:

We
have revised the MD&A as requested. Please see the updated disclosure on page 48. We have also updated the notes to the financial
statements, please see the updated disclosure in Note 17 on page F-24.

 5. It
                                            appears that you have two contract manufacturers. Please file any written agreements with
                                            your manufacturers in Chile and Peru as exhibits to the registration statement, or please
                                            explain why you do not believe you are required to do so.

BranchOut
Response:

We
have filed the agreements with our contract manufacturers in Chile and Peru as Exhibits 10.9 and 10.10 to the Registration Statement.

General
and Administrative Expense, page 45

 6. Please
                                            update your disclosure to identify actions planned or taken, if any, to mitigate the inflationary
                                            pressures you disclose as affecting your travel costs and wages.

BranchOut
Response:

We
have updated the disclosure to make clear that the primary drivers of increased travel costs and wages were due to increased travel in
connection with establishing our new contract manufacturer and the expansion of our operations and due to increased headcount, respectively,
and not due to inflationary pressures. Please see the updated disclosure on page 44 of the Registration Statement.

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Our
Management, page 66

 7. Please
                                            update the biographies of your management to comply with the standards outlined by Item 401(e)(1),
                                            specifically with regards to Mr. Durst.

BranchOut
Response:

We
have updated the biographies of management and the independent director nominees as requested, specifically with regards to Mr. Durst.
Please see the updated disclosures on page 62 of the Registration Statement.

Resale
Prospectus, page II-1

 8. Please
                                            revise to disclose a fixed price (or a range) at which the selling stockholders will sell
                                            their shares until the securities are quoted on Nasdaq, after which the securities can be
                                            offered and sold at prevailing market prices or at negotiated prices.

BranchOut
Response:

We
respectfully advise the Staff that given that selling stockholders’ securities constitute “restricted securities” under
Rule 144, we expect that the selling stockholders will delay resales of their securities until the registration statement has been declared
effective by the SEC and the shares in this offering are listed on Nasdaq. However, the selling stockholders are not subject to a separate
contractual lock-up or restrictions on the price at which they may resell their securities and therefore we respectfully advise the Staff
that no fixed price range (or a range) at which the selling stockholders will sell their shares until the securities are quoted on Nasdaq
can be provided. The selling stockholders would be free to resell their shares upon exercise of the warrants, subject to an available
exemption from registration under the Securities Act, at the price of their choosing. Accordingly, we respectfully advise the Staff that
it is impossible for us to define a range within which they may sell shares until the securities are quoted on Nasdaq.

The
disclosure on the Alternate Pages for the Resale Prospectus in the Registration Statement specifies that we expect that any sales by
the selling stockholders of our common stock may be sold at fixed prices, at prevailing market prices at the time of sale, at prices
related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.

We
hope the foregoing has been responsive to your comments. If you have any questions or comments regarding the foregoing, please contact
Dane Johansen, Esq. at (801) 532-7840 or djohansen@parrbrown.com.

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    Very truly yours,

    /s/
    Eric Healy

    Eric Healy

    Chief Executive Officer

    BranchOut Food Inc.

    cc:
    Mindy Hooker and Claire Erlanger,
    Securities and Exchange Commission

    Dane Johansen, Esq.

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