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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): November 6, 2025
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 company 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 company ☐
If
an emerging growth company, 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
2.02. Results of Operations and Financial Condition.
On
November 6, 2025, Barfresh Food Group, Inc., a Delaware corporation (the “Company”) issued an update on recent business developments
in conjunction with the filing of its form 10-Q for the quarter ended September 30, 2025.
The
conference call discussing these results took place on Thursday, November 6, 2025, at 1:30 pm Pacific Time (4:30 pm Eastern Time). A
telephonic playback will be available through Thursday, November 20, 2025.
Use
of Non-GAAP Measures
Barfresh
Food Group Inc. prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United
States (“GAAP”). In order to aid in the understanding of the Company’s business performance, the Company has also presented
certain non-GAAP measures, including Adjusted Gross Profit which is reconciled to gross profit, and EBITDA and Adjusted EBITDA, which
are reconciled to net (loss) in the schedules to the press release furnished with this Current Report on Form 8-K as Exhibit 99.1. The
reconciling items are non-operational or non-cash costs, including costs associated with the acquisition of Arps Dairy, Inc., relocating
our manufacturing lines, stock compensation, and other non-recurring costs such as those associated with the dispute regarding the product
withdrawal and manufacturing relocation costs. The Company has also presented Gross Margin and Adjusted Gross Margin which are calculated
based on its results.
Management
believes that Adjusted Gross Profit and Adjusted EBITDA provide useful information to the investor because they are directly reflective
of the period-to-period performance of the Company’s core business. In addition, Adjusted Gross Profit and Adjusted EBITDA are
used in developing the Company’s internal budgets, forecasts and strategic plan; in analyzing the effectiveness of its business
strategies; and in making compensation decisions and in communications with its board of directors concerning its financial performance.
Adjusted
Gross Profit and Adjusted EBITDA should not be considered as an alternative to gross profit, loss from operations, net loss or any other
performance measure derived in accordance with GAAP as a measure of operating results. They may not be comparable to similarly titled
measures used by other companies and exclude financial information that some may consider important in evaluating the Company’s
performance.
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 and 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”,
among others. 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 and may not materialize. Investors are cautioned that any such statements are not guarantees of future performance.
The contents of this release should be considered in conjunction with the warnings, risk factors and cautionary statements contained
in the Company’s recent filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K and Quarterly
Reports on Form 10-Q. Furthermore, the Company does not intend, and is not obligated, to update publicly any forward-looking statements,
except as required by law.
Item
7.01. Regulation FD Disclosures.
The
disclosures set forth in Item 2.02 are incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibit relating to Items 2.02 and 7.01 shall be deemed to be furnished, and not filed:
| 99.1 |
Press Release of Barfresh Food Group, Inc. dated November 6, 2025 |
| |
|
| 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: November 6, 2025 |
|
/s/ Riccardo
Delle Coste |
| |
By: |
Riccardo Delle
Coste |
| |
Its: |
CEO |
