Barfresh (NASDAQ: BRFH) to acquire Arps Dairy and grow in-house output

Rhea-AI Filing Summary

Barfresh Food Group agreed to acquire all shares of Arps Dairy Inc. by repaying approximately $1.6 million of Arps’ existing debt, including an asset-based revolving facility. Arps operates a dairy processing plant in Defiance, Ohio and had started building a 44,000-square-foot facility that remains unfinished. Barfresh plans to complete construction and install processing equipment in the new facility in 2026.

Barfresh has already begun manufacturing some of its products at Arps’ existing facility and expects to expand production after closing, aiming to eliminate third-party manufacturing fees, reduce freight costs, improve ingredient procurement efficiency, and lower cold-storage costs. Closing is subject to conditions, including securing funds to repay certain Arps loans and obtaining a forbearance agreement from Arps’ mortgage lender to allow time to finish the new facility and refinance $2.3 million of mortgage debt. Separately, on September 10, 2025, Barfresh amended its secured receivables financing facility to increase the borrowing limit to $2.5 million.

Insights

Equity analyst – consumer & food manufacturing

Barfresh plans an Arps Dairy acquisition plus more receivables capacity.

The agreement to acquire Arps Dairy for repayment of approximately $1.6 million of its existing debt gives Barfresh direct control over a dairy processing platform in Ohio. Management intends to finish a 44,000-square-foot new facility in 2026, which could expand internal production capacity versus relying on third-party manufacturers.

Barfresh has already started producing some of its own products at Arps’ current plant and expects to expand output post-closing, targeting lower third-party manufacturing fees, reduced freight costs, more efficient ingredient procurement, and lower cold-storage costs. These potential efficiencies depend on successful integration, construction completion, and stable demand for Barfresh’s products.

Completion of the deal is conditioned on obtaining funds to pay off certain Arps loans and a forbearance agreement from Arps’ mortgage lender to refinance $2.3 million in mortgage debt. In addition, Barfresh increased its secured receivables financing facility limit to $2.5 million on September 10, 2025, which may support working-capital needs around the acquisition and facility build-out. Actual financial impact will hinge on execution of construction, refinancing, and cost-savings plans disclosed here.

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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): September 15, 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 1.01. Entry into Material Definitive Agreement.

On September 15, 2025, Barfresh Food Group, Inc., a Delaware corporation (the “Company”), entered into a stock purchase agreement for the acquisition of all of the issued and outstanding capital stock of Arps Dairy, Inc., an Ohio corporation (“Arps”) in consideration for repayment of approximately $1.6 million of certain existing debt of Arps, including an asset-based revolving facility.

Arps, which currently operates a dairy processing facility in Defiance, Ohio, had commenced construction on a 44,000-square foot new facility but was unable to complete construction. The Company plans to complete construction and installation of the processing equipment in the new facility in 2026.

The Company has commenced manufacturing of certain of its own products at Arp’s existing facility and expects to expand production immediately upon completion of the acquisition, thereby eliminating fees previously paid to third-party manufacturers, reducing freight costs, enabling the more efficient procurement of ingredients, and lowering cold storage costs.

Consummation of the transaction is subject to several conditions, including obtaining the funds to payoff certain loans of Arps and consummation of forbearance agreement from Arps’ mortgage lender to allow the Company time to complete the construction of the new facility and refinance the $2.3 million mortgage debt.

On September 10, 2025, the Company amended its secured receivables financing facility to increase the borrowing limit to $2.5 million.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits relating to Item 1.01 shall be deemed to be furnished, and not filed:

2.1	Stock Purchase Agreement dated September 15, 2025
99.1	Press Release of Barfresh Food Group, Inc. dated September 18, 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: September 18, 2025		/s/ Riccardo Delle Coste
	By:	Riccardo Delle Coste
	Its:	CEO

FAQ

What acquisition did Barfresh Food Group (BRFH) announce involving Arps Dairy?

Barfresh Food Group entered into a stock purchase agreement to acquire all issued and outstanding capital stock of Arps Dairy, Inc. by repaying approximately $1.6 million of Arps’ existing debt, including an asset-based revolving facility.

How does Barfresh plan to use Arps Dairy’s facilities after the acquisition?

Arps currently runs a dairy processing facility in Defiance, Ohio and has an unfinished 44,000-square-foot new facility. Barfresh plans to complete construction and install processing equipment in the new facility in 2026, while already manufacturing some of its own products at Arps’ existing facility.

What cost benefits does Barfresh expect from acquiring Arps Dairy?

Barfresh expects that expanding production at Arps will help eliminate third-party manufacturing fees, reduce freight costs, support more efficient ingredient procurement, and lower cold storage costs once the acquisition is completed and production is expanded.

What conditions must be satisfied before Barfresh can close the Arps Dairy acquisition?

Closing is subject to conditions including obtaining funds to pay off certain Arps loans and securing a forbearance agreement from Arps’ mortgage lender to allow time to complete the new facility’s construction and refinance $2.3 million of mortgage debt.

What change did Barfresh make to its receivables financing facility?

On September 10, 2025, Barfresh amended its secured receivables financing facility to increase the borrowing limit to $2.5 million, which can support receivables funding and related working-capital needs.

Where is Arps Dairy located and what is the size of its new facility project?

Arps Dairy operates in Defiance, Ohio and had begun construction of a new 44,000-square-foot facility, which remains incomplete. Barfresh plans to finish this facility and install processing equipment there.