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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 5, 2026
BARFRESH
FOOD GROUP INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41228 |
|
27-1994406 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
3600
Wilshire Boulevard Suite 1720, Los Angeles, California 90010
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (310) 598-7113
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
| Common
Stock, $0.000001 par value |
|
BRFH |
|
The
Nasdaq Stock Market LLC |
Securities
registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark whether the registrant is an emerging growth registrant as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth registrant ☒
If
an emerging growth registrant, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
3.02. Unregistered Sales of Equity Securities
Beginning
on March 5, 2026, the registrant obtained subscriptions for unsecured senior convertible promissory notes in the aggregate amount of
$7,278,000 (the “Notes”) from accredited investors. The Notes bear interest at 10% per annum for the first 12 months of the
24-month term, regardless of earlier payment or conversion (the “Minimum Interest”), and is mandatorily convertible as to
principal and interest into shares of the registrant’s common stock at any time prior to maturity at the conversion price of $2.90
per share (the “Conversion Price”), if the common stock of the registrant trades at $4.35 per share (150% of the Conversion
Price) for 20 out of the preceding 30 consecutive trading days. The holders of the Notes have the option on up to 10 occasions to convert
all or any portion of the principal and interest into shares of the registrant’s common stock at the Conversion Price. The registrant
may prepay the Notes at any time prior to maturity, subject to payment of the Minimum Interest, any other accrued but unpaid interest,
and a prepayment penalty of 5% if the amount of the Note principal that is prepaid does not exceed 50% or a prepayment of 10% if the
amount of the Note principal that is prepaid exceeds 50%. Interest is to be paid quarterly in arrears beginning April 1, 2026 and can
be paid in either cash or shares of the registrant’s common stock at the election of the registrant. If paid in stock, the shares
must be registered and valued at a 10% discount to the 10-day volume-weighted average price.
Purchasers
of the Notes were issued warrants to purchase common stock (the “Warrants’) at a price of $3.20 per share (the “Exercise
Price”) for a 4-year term from date of issuance in an amount equal to 100% of their investment amounts. The registrant may call
the Warrants if the common stock of the registrant trades at $4.80 per share (150% of the Exercise Price) for 20 out of the preceding
30 consecutive trading days.
Should
the registrant sell any of its securities in a capital-raising transaction at a price lower than the Conversion Price while any Notes
are outstanding, the Conversion Price will adjust to that lower price. The Warrant Exercise Price will adjust to a 10% premium to the
new Note conversion price.
The
registrant has agreed to file a registration statement covering the shares underlying the Notes, interest on the Notes, and the Warrants
within 60 days of closing. Failure to file the registration statement within such period would result in a penalty of 1% per month for
every month that the registration statement is not so filed.
The
registrant relied upon the exemption from registration contained in Section 4(a)(2) of the Securities Act and Rule 506 promulgated thereunder,
as (i) offers were made to a limited number of prospective investors, including existing stockholders, (ii) each of the offerees had
the requisite sophistication and financial ability to bear risks of investing in the registrant’s securities, (iii) the registrant
provided extensive disclosure to the offerees, and (iv) there was no general solicitation in connection with the offers.
Item
7.01. Regulation FD Disclosures.
The
registrant is providing an updated investor presentation that was used in connection with the placement of its Notes and Warrants. The
full text of the presentation can be found at barfresh.com/investors and is incorporated herein by reference.
The
information in this Item 7.01 shall neither be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed
incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except
to the extent as shall be expressly set forth by specific reference in such filing.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibit relating to Item 7.01 shall be deemed to be furnished, and not filed:
| 4.1 |
Securities Purchase Agreement |
| |
|
| 99.1 |
Press Release of Barfresh Food Group Inc. dated March 9, 2026 |
| |
|
| 104 |
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned duly authorized.
| |
Barfresh
Food Group Inc., |
| |
a
Delaware corporation |
| |
(Registrant) |
| |
|
|
| Date:
March 9, 2026 |
|
/s/
Riccardo Delle Coste |
| |
By: |
Riccardo
Delle Coste |
| |
Its: |
CEO |
Exhibit
99.1
Barfresh
Food Group Announces $7.3 Million Convertible Note Financing
Strategic
Funding Enables Company to Own Manufacturing Facility Free and Clear, Accelerate Facility Completion, and a Framework to Unlock Over
$200 Million in Revenue Capacity
Funding
to Accelerate Completion of 44,000 Square-Foot State-of-the-Art Manufacturing Facility; Company Reaffirms Fiscal 2026 Revenue Guidance
of $30-$35 Million and EBITDA Target of $5 Million
LOS
ANGELES, March 9, 2026 - Barfresh Food Group Inc. (Nasdaq: BRFH), a leading provider of frozen, ready-to-blend and ready-to-drink
beverages, today announced it has secured subscriptions for a $7.3 million senior convertible note financing. The proceeds will be used
to pay off the existing mortgage on the Company’s manufacturing facility in Defiance, Ohio, accelerate construction completion, and position
Barfresh to control its manufacturing destiny with significantly expanded production capacity. In addition, the Company was recently
approved for a $2.4 million government grant to finalize construction of the facility and install specialized equipment necessary for
full-scale production operations.
The
financing delivers immediate and transformative benefits to Barfresh’s operations:
Facility
Ownership: The Company will pay off its existing mortgage and own its manufacturing plant free and clear, eliminating debt service
obligations and providing the flexibility to access additional capital if needed through refinancing.
Accelerated
Construction: Funding will accelerate completion of the facility expansion, enabling Barfresh to move into the enhanced facility
on an expedited timeline during 2026 and begin realizing operational efficiencies sooner.
Transformational
Capacity: Once construction is complete, the facility framework will have available capacity to support over $200 million in
annual revenue, representing a quantum leap in the Company’s production and revenue capabilities.
Enhanced
Margins and Efficiency: New equipment and an optimized facility layout will create greater operational efficiencies, increase
profit margins, and provide the scalability to support aggressive growth plans.
Strategic
Flexibility: Beyond Barfresh’s core product lines, the expanded facility opens significant opportunities for contract manufacturing
of new products owned by Barfresh and third parties, creating additional revenue streams.
“This
financing fundamentally repositions Barfresh to be in control of its own destiny,” said Riccardo Delle Coste, Chief Executive Officer
of Barfresh. “By owning our manufacturing facility outright and dramatically expanding our capacity, we are no longer constrained
by third-party co-manufacturers or limited production capabilities. We now have the infrastructure to make our own products with newly
added growth potential, while also pursuing attractive contract manufacturing opportunities for other products outside of Barfresh that
leverage our state-of-the-art facility.”
The
convertible notes are structured as senior debt, ranking ahead of other unsecured debt obligations of the Company. Key terms include:
| ● | Principal
Amount: $7.3 million |
| ● | Maturity:
24 months from issuance |
| ● | Conversion
Price: $2.90 per share for investor-initiated conversions |
| ● | Prepayment
Option: Company may prepay at any time with prepayment penalties of 5% (for prepayments
up to 50% of principal) or 10% (for prepayments exceeding 50% of principal), plus minimum
interest |
The
financing structure provides Barfresh with significant financial flexibility. The ability to pay interest in either cash or registered
stock (at a 10% discount to the 10-day VWAP) preserves cash for operational needs during the construction phase. Additionally, owning
the facility free and clear positions the Company to access additional capital through refinancing or equipment financing if growth opportunities
warrant additional investment.
“The
flexibility built into this financing allows us to efficiently deploy capital while maintaining optionality for future growth initiatives,”
added Mr. Delle Coste. “We now have the ability to pay back a majority of the note from operating cash flow or through refinancing
once the facility is fully operational, while the conversion and warrant features align investor interests with our shareholders as we
execute our growth strategy.”
Fiscal
2026 Outlook
The
Company reaffirmed its fiscal year 2026 revenue guidance of $30 million to $35 million and expects to achieve EBITDA of $5 million, reflecting
the operational leverage and cost efficiencies from its expanded, company-owned manufacturing capabilities.
About
Barfresh Food Group
Barfresh
Food Group Inc. (Nasdaq: BRFH) is a developer, manufacturer and distributor of ready-to-blend and ready-to-drink beverages, including
smoothies, shakes and frappes, primarily for the education market, foodservice industry and restaurant chains, delivered as fully prepared
individual portions or single serving and bulk formats for on-site preparation. For more information, please visit www.barfresh.com.
Forward
Looking Statements
Except
for historical information herein, matters set forth in this press release are forward-looking, including statements about the Company’s
commercial progress, success of its strategic relationship(s), and projections of future financial performance. These forward-looking
statements are identified by the use of words such as “grow”, “expand”, “anticipate”, “intend”,
“estimate”, “believe”, “expect”, “plan”, “should”, “hypothetical”,
“potential”, “forecast” and “project”, “continue”, “could”, “may”,
“predict”, and “will” and variations of such words and similar expressions are intended to identify such forward-looking
statements. All statements, other than statements of historical fact, included in the press release that address activities, events or
developments that the Company believes or anticipates will or may occur in the future are forward-looking statements. These statements
are based on certain assumptions made based on experience, expected future developments and other factors the Company believes are appropriate
under the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the
control of the Company. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned
not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. The contents of this
release should be considered in conjunction with the Company’s recent filings with the Securities and Exchange Commission, including
its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including any warnings, risk factors
and cautionary statements contained therein. Furthermore, the Company expressly disclaims any current intention to update publicly any
forward-looking statements after the distribution of this release, whether as a result of new information, future events, changes in
assumptions or otherwise.
Investor
Relations
John
Mills
ICR
646-277-1254
John.Mills@icrinc.com
Deirdre
Thomson
ICR
646-277-1283
Deirdre.Thomson@icrinc.com
