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2025-06-24
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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): June 24, 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
5.07 Submission of Matters to a Vote of Security Holders.
The
Company held its annual meeting of stockholders on Tuesday, June 24, 2025, at which meeting the Company’s stockholders voted upon
the following matters:
| |
● |
The election of six members
of the Company’s board of directors; |
| |
|
|
| |
● |
The ratification of the
appointment of Eide Bailly LLP as the Company’s independent registered public accounting firm for the fiscal year ending December
31, 2025; and |
| |
|
|
| |
● |
The approval, on an advisory
basis, of the Company’s named executive officers. |
Election
of Directors
At
the annual meeting, all of the Company’s current directors were re-elected. The following is a summary of the votes cast at the
annual meeting with respect to the election of directors:
| Name | |
Votes in
Favor | | |
Votes
Against | |
| Riccardo Delle Coste | |
| 9,812,042 | | |
| 15,671 | |
| Steven Lang | |
| 9,315,319 | | |
| 12,394 | |
| Joseph M. Cugine | |
| 9,605,886 | | |
| 221,827 | |
| Alexander H. Ware | |
| 9,815,324 | | |
| 12,389 | |
| Isabelle Ortiz-Cochet | |
| 9,815,463 | | |
| 12,250 | |
| Justin Borus | |
| 9,816,854 | | |
| 10,859 | |
Ratification
of Independent Registered Public Accounting Firm
At
the annual meeting, the selection of Eide Bailly LLP as the Company’s independent registered public accounting firm for the Company’s
2025 fiscal year was ratified and approved. The following is a summary of the votes cast at the annual meeting with respect to this matter:
| | |
Votes in
Favor | | |
Votes
Against | | |
Votes
Abstaining | |
| Ratification and approval of the selection of Eide Bailly LLP | |
| 9,930,728 | | |
| 407 | | |
| 9,000 | |
Approval,
on an advisory basis, of the Company’s named executive officers
At
the annual meeting, the compensation of the Company’s named executive officers was approved on an advisory basis. The following
is a summary of the votes cast at the annual meeting with respect to this matter:
| | |
Votes in
Favor | | |
Votes
Against | | |
Votes
Abstaining | |
| Approval, on an advisory basis, of the compensation of our Named Executive Officers | |
| 9,809,173 | | |
| 17,560 | | |
| 980 | |
Additional
information regarding each of the matters voted on at the annual meeting is contained in the Company’s definitive proxy statement
filed with the Securities and Exchange Commission on May 9, 2025.
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: June 25, 2025 |
|
/s/ Riccardo
Delle Coste |
| |
By: |
Riccardo Delle Coste |
| |
Its: |
CEO |
