false
0001487197
0001487197
2026-08-26
2026-08-26
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): August 26, 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.) |
12100
Wilshire Boulevard, 8th Floor, Los
Angeles, California
90025
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (310) 598-7113
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
As
previously disclosed in a Form 8-K report filed on August 7, 2026, Lisa Roger, the registrant’s chief financial officer, had provided
notice of her retirement. On August 26, 2026, Ms. Roger advised the registrant that her last day will be September 1, 2026. Mr. Delle
Coste, the registrant’s chief executive officer, will serve as interim chief financial officer.
Effective
August 28, 2026, the registrant appointed Philip Meneses as its Controller (principal accounting officer). From February 2020 to
August 2026, Mr. Meneses worked with Halozyme Therapeutics, Inc., a publicly-traded company based in San Diego, California, as
Controller. Mr. Meneses served in several other finance leadership roles with public traded companies including BioMarin,
Impossible Foods and Tokai Rika in Japan. Mr Meneses started his career at Arthur Andersen where he served in the capacity of Audit
Manager. Mr. Meneses holds a Bachelor’s Degree in Commerce and an MBA in Accountancy and is a Certified Public Accountant
receiving his designation in Illinois.
Mr.
Meneses will receive an annual base salary of $130,000, with eligibility to receive bonuses of up to 15% of this amount at the discretion
of management, and 20,800 restricted stock units, subject to vesting requirements.
On August 31, 2026, Alexander H. Ware, a member
of the board of directors, notified the registrant that he would be resigning as a director effective September 15, 2026. Such resignation
was not the result of a disagreement with the registrant. He chaired the Audit Committee and also served on the Nominating and Corporate
Governance Committee of the board of directors.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibits shall be deemed to be furnished, and not filed:
| 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:
September 1, 2026 |
|
/s/
Riccardo Delle Coste |
| |
By:
|
Riccardo
Delle Coste |
| |
Its: |
CEO |