BARFRESH FOOD GROUP INC. SEC Filings

BARFRESH FOOD GROUP INC. director Joseph M. Cugine reported an update to his holdings in company securities. He received 2,657 shares of Common Stock with a reported price of $1.88 per share as payment of interest on a convertible note, bringing his directly held common shares to 257,146.

Alongside this, he continues to hold several derivative positions on Common Stock: stock options over 19,231 shares at $7.15 expiring on December 31, 2026, options over 5,724 shares at $5.46 expiring on May 7, 2029, and options over 19,231 shares at $6.76 also expiring on December 31, 2026. He also holds a Series R Warrant for 62,500 shares at $3.20 expiring on March 6, 2030 and a 10% Series A Convertible note convertible into 68,966 shares at $2.90 expiring on March 6, 2028.

Barfresh Food Group Chief Financial Officer Lisa Roger reported a routine tax-withholding event tied to restricted share vesting. Of 8,333 previously granted shares that vested on June 13, 2026, 2,963 shares of common stock were withheld to cover related tax liabilities.

Following this withholding, Roger directly holds 124,536 shares of common stock. She also holds stock options over 15,385 shares of common stock at an exercise price of $5.95 per share expiring on January 17, 2030, and options over 150,000 shares at $2.19 per share expiring on June 13, 2032. Of the original 25,000-share grant, 16,667 shares remain subject to vesting requirements.

Barfresh Food Group Inc. reported the results of its annual stockholder meeting held on June 11, 2026. Stockholders re-elected all six incumbent directors, with support ranging from 7,490,416 to 8,815,290 votes in favor for each nominee.

Stockholders also ratified the selection of Eide Bailly LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 8,934,438 votes in favor. In addition, they approved an amendment to the certificate of incorporation to increase authorized common shares to 35,000,000, with 8,800,688 votes in favor, 18,815 against and 9,075 abstentions.

Barfresh Food Group Inc. disclosure: Bleichroeder LP and affiliated holders report beneficial ownership of 9.99% of common stock, equal to 1,633,083 shares. The position includes 1,390,758 shares and 242,325 shares issuable upon exercise of warrants, subject to a "Beneficial Ownership Limitation" of 9.99%.

The filing also states that without the 9.99% limitations on warrant exercise and debt conversion, the reporting group would beneficially own 2,048,086 shares (approximately 12.22%). The reporting persons are Bleichroeder LP, Bleichroeder Holdings LLC, and Andrew Gundlach, with signatures dated 05/14/2026.

Barfresh Food Group Inc. reports much stronger Q1 2026 results after acquiring Arps Dairy. Revenue rose to $5.63 million from $2.93 million, driven by $2.57 million in raw and processed milk sales alongside its frozen beverage business.

Gross profit increased to $1.03 million, but margin fell to 18% as dairy products carry lower margins than frozen beverages. Net loss narrowed slightly to $0.66 million, helped by higher sales and lower selling and marketing costs, though interest expense rose sharply to $0.23 million from new debt and facility build-out.

Cash improved to $1.82 million and net current assets to $0.90 million after issuing $7.53 million of senior convertible notes and converting $0.42 million of debt to equity. Management discusses prior going concern doubts and says recent financing and capacity expansion alleviate that concern, although the company still posts losses and is funding construction of a new facility.

The filing also notes a material weakness in internal control over financial reporting related to the control environment and IT segregation of duties, and an ongoing legal dispute with a former contract manufacturer, whose outcome cannot be predicted.

Barfresh Food Group reported strong first quarter 2026 results, with revenue rising 92% year-over-year to $5.6 million, above its outlook. Growth was driven mainly by the acquisition of Arps Dairy and its raw and processed milk business.

Gross margin declined to 18% from 31% a year earlier as the company integrated the lower-margin milk processing operations and absorbed start-up costs at its new Defiance, Ohio facility. Net loss improved modestly to $661,000 from $761,000, while Adjusted EBITDA loss narrowed to $238,000 from $506,000.

Barfresh secured a $7.5 million senior convertible note financing and a $2.4 million government grant to fund its 44,000-square-foot Ohio plant, targeting commissioning before year-end. The company guided second quarter 2026 revenue to $5.2–$5.6 million with a small Adjusted EBITDA loss and reiterated full-year 2026 revenue guidance of $28–$32 million and Adjusted EBITDA of $3.2–$3.8 million.

Barfresh Food Group Inc. is registering the resale by selling stockholders of up to 5,550,602 shares of its common stock. The registration covers (a) up to 3,198,102 shares tied to convertible notes and interest (using an assumed $2.50 price) and (b) up to 2,352,500 shares issuable upon exercise of warrants exercisable through March 2030 at $3.20 per share.

The Company will not receive proceeds from resale by the selling stockholders, although full exercise of the Warrants would yield approximately $7.5 million in gross proceeds to Barfresh. The prospectus states the Offered Securities equal approximately 25.6% of the then outstanding Common Stock as of April 24, 2026; common shares outstanding were 16,143,501 as of that date.

BARFRESH FOOD GROUP INC. director and Chief Executive Officer Riccardo Delle Coste reported a new grant of stock options covering 19,231 shares of common stock at an exercise price of $2.50 per share. According to the footnote, these options vest in equal amounts annually over three years beginning on the first anniversary of the grant date.

Following the reported positions, he indirectly holds 1,642,022 common shares through RD Capital Holdings Pty Ltd, directly holds 119,462 common shares, and indirectly holds 6,782 common shares through the Delle Coste Family Trust. He also holds multiple existing stock option awards, a Series R Warrant over 9,375 common shares at a $3.20 exercise price expiring on March 23, 2030, and a 10% Series A convertible note convertible into 10,345 common shares at $2.90 per share expiring on March 23, 2028.

BARFRESH FOOD GROUP INC. Chief Financial Officer Lisa Roger reported an equity award and her outstanding stock options. She received 15,000 shares of Common Stock at $0.00 per share as incentive compensation, increasing her direct holdings to 127,499 shares.

The award vests in three equal installments on April 27, 2028, April 27, 2029, and April 27, 2030. She also continues to hold stock options to acquire 15,385 shares at $5.95 per share expiring in 2030, and options for 150,000 shares at $2.19 per share expiring in 2032.