Barfresh Food Group (NASDAQ: BRFH) director Ortiz-Cochet set to retire

Rhea-AI Filing Summary

Barfresh Food Group Inc. reported that board member Isabelle Ortiz-Cochet has notified the company she will retire from the board effective March 31, 2026. The filing states that her resignation is not the result of a disagreement with the company.

Ortiz-Cochet was initially appointed under an Investor Rights Agreement dated November 23, 2016 among Barfresh, Unibel, and certain key holders. Under this agreement, Unibel is entitled to appoint one director to the board and to have that designee sit on each board committee it selects, as long as specified shareholding conditions are met. If Unibel’s designee is not serving as a director at any time, that person is entitled to attend as a board observer, and the company has agreed to call shareholder meetings when needed to ensure Unibel’s designee is elected. The agreement also provides that Riccardo Delle Coste, Steven Lang, and their affiliates will vote their shares in favor of Unibel’s designee.

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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): January 19, 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 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.

On January 19, 2026, Isabelle Ortiz-Cochet, a member of the board of directors, notified Barfresh Food Group Inc. (the “Company”) that she will be retiring on March 31, 2026. Such resignation was not the result of a disagreement with the Company. She had been initially appointed pursuant to the terms of an investor rights agreement, dated November 23, 2016, by and between the Company, Unibel and certain key holders named therein (the “Investor Rights Agreement”) and serves on the Nominating and Governance Committee.

Under the terms of the Investor Rights Agreement, Unibel is entitled to appoint one director to the board of directors of the Company, which director is entitled to sit on each committee of the board of directors selected by Unibel, unless certain conditions relating to the shareholdings of Unibel have not been satisfied. The Company has agreed to call shareholder meetings whenever necessary to ensure Unibel’s designee is elected as a director. At any time that Unibel’s designee is not a director, Unibel’s designee will be entitled to be a board observer. Riccardo Delle Coste, Steven Lang and their respective affiliates have agreed to vote their shares in favor of Unibel’s designee.

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: January 23, 2026		/s/ Riccardo Delle Coste
	By:	Riccardo Delle Coste
	Its:	CEO

FAQ

What did Barfresh Food Group Inc. (BRFH) announce in this 8-K?

Barfresh Food Group Inc. disclosed that board member Isabelle Ortiz-Cochet has notified the company she will retire from the board on March 31, 2026, and that her resignation is not due to a disagreement with the company.

Who is retiring from the Barfresh (BRFH) board and when is it effective?

Isabelle Ortiz-Cochet, a member of the board of directors and a member of the Nominating and Governance Committee, will retire from the Barfresh board effective March 31, 2026.

Was there any disagreement behind Isabelle Ortiz-Cochet’s retirement from BRFH?

No. The company states that her resignation was not the result of a disagreement with Barfresh Food Group Inc.

What is Unibel’s role in Barfresh Food Group Inc.’s board composition?

Under an Investor Rights Agreement dated November 23, 2016, Unibel is entitled to appoint one director to Barfresh’s board. That designee is also entitled to sit on each board committee selected by Unibel, subject to certain shareholding conditions.

What happens if Unibel’s designee is not serving as a director at BRFH?

If Unibel’s designee is not a director, the agreement provides that the designee is entitled to be a board observer. Barfresh has also agreed to call shareholder meetings whenever necessary to ensure Unibel’s designee is elected as a director.

How do other major shareholders support Unibel’s board designee at Barfresh?

Riccardo Delle Coste, Steven Lang, and their respective affiliates have agreed in the Investor Rights Agreement to vote their shares in favor of Unibel’s designee to the board.