Barfresh Food Group Inc. filings document a Delaware beverage company that develops, manufactures and distributes ready-to-blend and ready-to-drink smoothies, shakes and frappes for education, foodservice and restaurant customers. Registration statements describe securities registration, while current reports and late-filing notices disclose operating results, non-GAAP measures, business developments and reporting-timetable matters.
The company’s 8-K and proxy filings also cover board composition, committee assignments, director departures and appointments, the Unibel investor rights agreement, shareholder meeting proposals, convertible promissory notes, warrants and related common stock issuance terms. These records frame Barfresh’s governance, capital structure and manufacturing transition following the Arps Dairy acquisition.
Barfresh Food Group Inc. (BRFH) CEO, director and 10% owner Coste Riccardo Delle acquired 870 common shares on October 1, 2026, as interest payment on a convertible note valued at $0.86 per share. The reported direct common-stock position afterward was 120,731 shares. The report also lists indirect holdings of 6,782 shares through Delle Coste Family Trust and 1,642,022 shares through RD Capital Holdings Pty Ltd. Reported derivative positions include a Series A convertible note representing 10,345 underlying common shares at a $2.90 conversion price and a Series R warrant for 9,375 underlying common shares at a $3.20 exercise price.
Barfresh Food Group Inc. director Joseph M. Cugine acquired 5,798 common shares on October 1, 2026, issued as payment of interest on a convertible note and valued at $0.86 per share. His direct common-stock holdings after the transaction were 262,944 shares.
The reported positions also include a convertible note, a Series R warrant and stock options, with stated underlying share counts, prices and expiration dates.
BARFRESH FOOD GROUP INC. (BRFH) had a Form 4 filed for former Chief Financial Officer Roger Lisa, reporting a sale of 25,329 shares of common stock on September 17, 2026 in an open-market or private transaction at a weighted average price of $1.10 per share, with trade prices ranging from $1.10 to $1.14. After this transaction, he directly holds 46,414 shares, and no Rule 10b5-1 trading plan is reported.
BARFRESH FOOD GROUP INC. (BRFH) is the issuer of common stock covered by a notice filed by former affiliate Lisa Roger to sell shares under Rule 144. The filing lists 25,329 common shares to be sold through Morgan Stanley Smith Barney LLC, with an aggregate market value of $27,937.71 as of September 17, 2026 on NASDAQ.
The shares were acquired as compensation from the issuer on March 27, 2024 (19,323 shares), May 15, 2024 (3,736 shares), and January 17, 2025 (2,270 shares). During the prior three months, Lisa Roger sold 6,127 common shares for $7,475.00 on September 10, 2026.
BARFRESH FOOD GROUP INC. (BRFH) had a Form 4 filed for former Chief Financial Officer Lisa Roger, who reported selling 6,127 shares of common stock on September 10, 2026 at $1.22 per share in a sale described as an open market or private transaction. After this sale, Roger directly held 71,743 shares of Barfresh common stock. The filer notes this is a voluntary report following Roger’s departure and states it should not be deemed an admission that Roger remains subject to Section 16 reporting requirements as an affiliate.
BARFRESH FOOD GROUP INC. (BRFH) has a notice of proposed sale of restricted or control securities under Rule 144 filed for the account of former affiliate Lisa Roger. The notice covers proposed sales of Barfresh common stock through J.P. Morgan Securities LLC on Nasdaq beginning on or after September 10, 2026.
The securities to be sold consist of an aggregate of 6,127 shares of common stock, originally acquired from the issuer as compensation in two grants on July 26, 2022 and March 2, 2023.
Barfresh Food Group Inc. (BRFH) reported leadership and board changes. Chief Financial Officer Lisa Roger confirmed her retirement, with her last day on September 1, 2026. Chief Executive Officer Riccardo Delle Coste will also serve as interim chief financial officer.
Effective August 28, 2026, Barfresh appointed Philip Meneses as Controller and principal accounting officer. He will receive an annual base salary of $130,000, eligibility for bonuses of up to 15% of base salary, and 20,800 restricted stock units, subject to vesting. On August 31, 2026, director Alexander H. Ware notified Barfresh he will resign effective September 15, 2026; the company states this resignation was not due to a disagreement.
Barfresh Food Group Inc. reported sharply higher sales but wider losses for the quarter and six months ended June 30, 2026. Revenue rose 190% to $4,707,000 for the quarter and 127% to $10,339,000 year-to-date, driven by the October 2025 acquisition of Arps Dairy, which contributed significant raw and processed milk revenue.
Profitability deteriorated. Quarterly gross margin swung from a 31% profit in 2025 to a 3% gross loss in 2026, and year-to-date gross margin fell from 31% to 9%, reflecting low-margin milk sales plus high start-up costs and low productivity at the Existing Facility for legacy frozen beverages. Net loss increased to $1,861,000 for the quarter and $2,522,000 year-to-date, with interest expense rising to $569,000 on mortgage, equipment financing and $7,528,000 of new convertible notes.
Liquidity remains tight: cash was $324,000, current liabilities $5,341,000, and stockholders’ equity slipped to a deficit of $84,000. The company faces Construction Obligations of $6,622,000 for its New Facility, potentially increasing to $9,062,000 if a $2,400,000 USDA equipment grant is not fully realized, and plans to rely on mortgage, equipment and possibly equity financing. Management discloses that historical losses and funding needs raise substantial doubt about continuing as a going concern, though recent financing and planned actions are expected to alleviate this. A material weakness in internal control over financial reporting, tied to the control environment and IT segregation of duties, remains outstanding.
Barfresh Food Group reported second-quarter 2026 revenue of $4.7 million, up 190% year-over-year from $1.6 million, primarily due to the Arps Dairy acquisition and growth in the education channel. However, gross margin deteriorated to a gross loss of $150,000, or -3.2% of revenue, versus gross profit of $506,000, or 31.1%, a year earlier, as startup and inefficiency costs at the existing Arps facility weighed on results.
Selling, marketing and distribution expense fell to $561,000 (12% of revenue) from $634,000 (39%), while G&A rose to $794,000. Net loss widened to $1.9 million from $880,000. Adjusted EBITDA was a loss of $1, compared with a $600,000 loss. As of June 30, 2026, Barfresh held $1.4 million of cash and accounts receivable and $2.2 million of inventory, supported by a $7.5 million senior convertible note financing and a $2.4 million government grant for equipment.
For full year 2026, the company now expects revenue of $23–$26 million, representing 62%–83% growth versus 2025, and Adjusted EBITDA of negative $1.0 to $2.0 million. Management also targets Adjusted EBITDA of negative $0.5 million to breakeven in the second half of 2026 as production efficiencies improve and the new 44,000-square-foot Defiance, Ohio facility is completed.
Barfresh Food Group Inc. disclosed that on August 3, 2026 it received a Nasdaq notice that its market value of listed securities had closed below the $35,000,000 threshold required for continued listing on the Nasdaq Capital Market for 30 consecutive business days under Listing Rule 5550(b)(2). The company also does not currently meet alternative continued listing standards based on minimum stockholders’ equity or net income.
Barfresh has until February 1, 2027 to regain compliance by having its market value of listed securities at or above $35 million for at least ten consecutive business days, or by qualifying under one of the Alternative Standards, subject to Nasdaq’s discretion. Its common stock remains listed and traded on Nasdaq during this period, assuming compliance with other continued listing requirements, and any delisting determination could be appealed.
Separately, Chief Financial Officer Lisa Roger notified Barfresh on August 4, 2026 that she plans to retire no later than December 31, 2026, with transition details being developed. The Nasdaq notice does not affect Barfresh’s business operations or its reporting obligations with the SEC.