Welcome to our dedicated page for BARFRESH FOOD GROUP SEC filings (Ticker: BRFH), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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) 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.
BARFRESH FOOD GROUP INC. Chief Executive Officer Riccardo Delle Coste reported updated holdings of company securities. He received 399 shares of common stock as payment of interest on a convertible note, valued at $1.88 per share, bringing his direct common stock ownership to 119,861 shares.
In addition, he holds 1,642,022 common shares indirectly through RD Capital Holdings Pty Ltd and 6,782 shares indirectly through the Delle Coste Family Trust. He also reports multiple stock options, a Series R warrant, and a 10% Series A convertible note, all convertible into additional common shares over time.
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.