Barfresh faces May 4, 2027 Nasdaq bid-price deadline

Q: What does BRFH need to do to meet Nasdaq's bid-price requirement?

Nasdaq requires a closing bid of at least $1.00 per share for 10 consecutive business days before May 4, 2027. Nasdaq may extend the required period to as many as 20 consecutive business days.

Q: When does BRFH need to meet Nasdaq's $35 million market-value requirement?

BRFH has until February 1, 2027 to regain compliance with the market value of listed securities requirement. Its market value must close at $35 million or more for 10 consecutive business days; Nasdaq may require a longer period.

BRFH's two Nasdaq compliance deadlines are February 1, 2027 for market value and before May 4, 2027 for bid price.

Available on EDGAR 11/06/2026 - 04:06 PM EST Accepted by SEC EDGAR 11/06/2026 - 04:05 PM EST

Filing Impact

(High)

Filing Sentiment

(Negative)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Barfresh Food Group Inc. received a Nasdaq notice that its common stock failed to maintain a $1.00 minimum closing bid price for 30 consecutive business days. The company has an initial 180-calendar-day period to regain compliance: the closing bid must be at least $1.00 per share for 10 consecutive business days before May 4, 2027. Nasdaq may extend the required period to as many as 20 consecutive business days. If the company chooses a reverse stock split to address the deficiency, it must complete it no later than 10 business days before May 4, 2027.

The notice has no immediate effect on trading; BRFH common stock will continue to trade on The Nasdaq Capital Market. Separately, the company has until February 1, 2027 to regain compliance with the $35 million market value of listed securities requirement, by closing at or above that level for 10 consecutive business days; Nasdaq may require a longer period. The company may request evaluation under alternative standards, subject to Nasdaq’s discretion. If the bid-price deficiency remains, it may be eligible for additional time, subject to other listing standards and written notice of its intent to cure. The company says it will monitor both measures and evaluate options, but gives no assurance of regaining compliance.

0 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance works How Sentiment works

0 major · 2 points

Hollow bars mark forward-looking points. How the balance works

Positive

None.

Negative

Moderate point. Forward-looking: it has not happened yet and may not happen.BRFH's $1.00 bid-price deficiency must be cured before May 4, 2027.
Moderate point. Forward-looking: it has not happened yet and may not happen.The $35 million MVLS requirement has a February 1, 2027 compliance deadline.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

Minimum closing bid price: $1.00 per share Period below minimum bid price: 30 consecutive business days Initial compliance period: 180 calendar days +5 more

8 metrics

Minimum closing bid price $1.00 per share Nasdaq Minimum Bid Price Requirement

Period below minimum bid price 30 consecutive business days Before Nasdaq's notice

Initial compliance period 180 calendar days Bid-price deficiency

Bid-price compliance period 10 consecutive business days Closing bid of at least $1.00 per share before May 4, 2027

Bid-price compliance deadline May 4, 2027 Nasdaq initial compliance period

Market value of listed securities requirement $35 million MVLS Requirement

MVLS compliance deadline February 1, 2027 Market value of listed securities requirement

Maximum bid-price compliance period at Nasdaq's discretion 20 consecutive business days Nasdaq may extend the required 10-day period

Key Terms

Minimum Bid Price Requirement, market value of listed securities, Alternative Standards, initial listing standards

4 terms

Minimum Bid Price Requirement regulatory

"regain compliance with the Minimum Bid Price Requirement"

A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.

market value of listed securities regulatory

"market value of listed securities (“MVLS”)"

Market value of listed securities is the market value of the shares a company has listed on an exchange, calculated as the closing bid price multiplied by the number of listed shares. Exchanges use it as a continued-listing standard, so a company that stays under the required minimum receives a deficiency notice and is given a set period to recover before facing delisting.

Alternative Standards regulatory

"evaluate compliance under one of the Alternative Standards"

initial listing standards regulatory

"all other initial listing standards for The Nasdaq Capital Market"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does BRFH need to do to meet Nasdaq's bid-price requirement?

Nasdaq requires a closing bid of at least $1.00 per share for 10 consecutive business days before May 4, 2027. Nasdaq may extend the required period to as many as 20 consecutive business days.

When does BRFH need to meet Nasdaq's $35 million market-value requirement?

BRFH has until February 1, 2027 to regain compliance with the market value of listed securities requirement. Its market value must close at $35 million or more for 10 consecutive business days; Nasdaq may require a longer period.

Does Nasdaq's notice immediately affect BRFH trading?

No. Nasdaq's notice has no immediate effect on listing or trading, and BRFH common stock will continue to trade on The Nasdaq Capital Market.

By when would BRFH need to complete a reverse stock split?

If BRFH chooses a reverse stock split to cure the bid-price deficiency, it must complete the split no later than 10 business days before May 4, 2027.

Could BRFH receive more time to meet Nasdaq's bid-price requirement?

BRFH may be eligible for additional time if it has not regained compliance by May 4, 2027. To qualify, it must meet the continued listing requirement for market value of publicly held shares and other initial listing standards for The Nasdaq Capital Market, except the minimum bid-price requirement, and provide written notice of its intent to cure during the second compliance period.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): November 5, 2026

BARFRESH FOOD GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware	001-41228	27-1994406
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	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

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On November 5, 2026, Barfresh Food Group Inc. (the “Company”) received a letter from Nasdaq notifying the Company that its common stock failed to maintain a minimum closing bid price of $1.00 per share for 30 consecutive business days as required by Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company is provided an initial compliance period of 180 calendar days to regain compliance.

To regain compliance, the closing bid price of the Company’s common stock must be at least $1.00 per share for a minimum of 10 consecutive business days at any time prior to May 4, 2027 (unless Nasdaq exercises its discretion under Nasdaq Listing Rule 5810(c)(3)(H) to extend this period to a maximum of 20 consecutive business days). In the notification letter, Nasdaq informed the Company that if it chooses to implement a reverse stock split to cure the deficiency, it must complete the split no later than ten business days prior to the May 4, 2027 expiration date in order to timely regain compliance.

The Nasdaq notice has no immediate effect on the listing or trading of the Company’s common stock, which will continue to trade on The Nasdaq Capital Market under the symbol “BRFH”.

If the Company does not regain compliance with the Minimum Bid Price Requirement by May 4, 2027, the Company may be eligible for additional time. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period.

The Company intends to actively monitor the closing bid price of its common stock and evaluate all available options to regain compliance with the Minimum Bid Price Requirement prior to May 4, 2027.

The Company currently has until February 1, 2027 to regain compliance with the requirement that its market value of listed securities (“MVLS”) must be at least $35,000,000. To regain compliance, the Company’s MVLS must close at $35 million or more for a minimum of ten consecutive business days during the MVLS Compliance Period, unless Nasdaq exercises its discretion to require a longer period as permitted under its rules. As an alternative, the Company may request that Nasdaq evaluate compliance under one of the Alternative Standards; though substitution remains at Nasdaq’s discretion.

The Company intends to actively monitor the market value of its listed securities and may, if appropriate, consider implementing available options to regain compliance with the MVLS Requirement or meet one of the Alternate Standards. There can be no assurance that the Company will be able to regain compliance with Nasdaq Listing Rule 5550(b)(2), or maintain compliance with any other listing requirements.

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: November 6, 2026		/s/ Riccardo Delle Coste
	By:	Riccardo Delle Coste
	Its:	CEO

Source: View Original Filing on SEC EDGAR

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