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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 |
