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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): March 31, 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.) |
12100
Wilshire Boulevard, 8th Floor, Los
Angeles, California
90025
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (310) 598-7113
3600 Wilshire Boulevard Suite 1720,
Los Angeles, California 90010
(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
2.02. Results of Operations and Financial Condition.
On
March 31, 2026, Barfresh Food Group, Inc., a Delaware corporation (the “Company”) issued an update on recent business developments
in conjunction with the filing of its form 10-K for the fourth quarter and full year ended December 31, 2025.
The
conference call discussing these results took place on Thursday, March 31, 2026, at 1:30 pm Pacific Time (4:30 pm Eastern Time). A telephonic
playback will be available through Tuesday, April 14, 2026.
Use
of Non-GAAP Measures
Barfresh
Food Group Inc. prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United
States (“GAAP”). In order to aid in the understanding of the Company’s business performance, the Company has also presented
certain non-GAAP measures, including Adjusted Gross Profit which is reconciled to gross profit, and EBITDA and Adjusted EBITDA, which
are reconciled to net (loss) in the schedules to the press release furnished with this Current Report on Form 8-K as Exhibit 99.1. The
reconciling items are non-operational or non-cash costs, including stock compensation, and other non-recurring costs such as those associated
with our acquisition of Arp’s Dairy, Inc., manufacturing relocation costs, and the dispute regarding the product withdrawal. The
Company has also presented Gross Margin and Adjusted Gross Margin which are calculated based on its results.
Management
believes that Adjusted Gross Profit and Adjusted EBITDA provide useful information to the investor because they are directly reflective
of the period-to-period performance of the Company’s core business. In addition, Adjusted Gross Profit and Adjusted EBITDA are
used in developing the Company’s internal budgets, forecasts and strategic plan; in analyzing the effectiveness of its business
strategies; and in making compensation decisions and in communications with its board of directors concerning its financial performance.
Adjusted
Gross Profit and Adjusted EBITDA should not be considered as an alternative to gross profit, loss from operations, net loss or any other
performance measure derived in accordance with GAAP as a measure of operating results. They may not be comparable to similarly titled
measures used by other companies and exclude financial information that some may consider important in evaluating the Company’s
performance.
Forward
Looking Statements
Except
for historical information herein, matters set forth in this press release are forward-looking, including statements about the Company’s
commercial progress and future financial performance. These forward-looking statements are identified by the use of words such as “grow”,
“expand”, “anticipate”, “intend”, “estimate”, “believe”, “expect”,
“plan”, “should”, “hypothetical”, “potential”, “forecast” and “project”,
among others. All statements, other than statements of historical fact, included in the press release that address activities, events
or developments that the Company believes or anticipates will or may occur in the future are forward-looking statements. These statements
are based on certain assumptions made based on experience, expected future developments and other factors the Company believes are appropriate
under the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the
control of the Company and may not materialize. Investors are cautioned that any such statements are not guarantees of future performance.
The contents of this release should be considered in conjunction with the warnings, risk factors and cautionary statements contained
in the Company’s recent filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K and Quarterly
Reports on Form 10-Q. Furthermore, the Company does not intend, and is not obligated, to update publicly any forward-looking statements,
except as required by law.
Item
7.01. Regulation FD Disclosures.
The
disclosures set forth in Item 2.02 are incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibit relating to Items 2.02 and 7.01 shall be deemed to be furnished, and not filed:
| 99.1 |
Press Release of Barfresh Food Group, Inc. dated March 31, 2026 |
| |
|
| 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:
March 31, 2026 |
|
/s/
Riccardo Delle Coste |
| |
By:
|
Riccardo
Delle Coste |
| |
Its: |
CEO |
Exhibit
99.1
Barfresh
Announces Fourth Quarter and Full Year 2025 Results
Sets
Revenue Records in Fourth Quarter and Full Year 2025, with Revenue of $5.4 million and $14.2 million, Respectively
Provides
First Quarter 2026 Revenue Guidance of $5.0 to $5.2 million Representing Up to 77% Growth Compared to Prior Year Period Driven by Arps
Acquisition
Updates
Full Year 2026 Revenue Guidance to $28 to $32 million and Full Year 2026 Adjusted EBITDA Guidance to $3.2-$3.8 million
Recently
Secured $7.5 million in Strategic Financing to Accelerate Manufacturing Expansion; Facility Framework Supports Over $200 million in Future
Revenue Capacity
LOS
ANGELES, March 31, 2026 (GLOBE NEWSWIRE) – Barfresh Food Group Inc. (the “Company” or “Barfresh”) (Nasdaq:
BRFH), a provider of frozen, ready-to-blend and ready-to-drink beverages, today reported financial results for the fourth quarter and
fiscal year ended December 31, 2025.
Management
Comments
Riccardo
Delle Coste, the Company’s Chief Executive Officer, stated, “Fiscal 2025 was a transformational year for Barfresh by every
measure. We delivered record annual revenue of $14.2 million, representing 33% year-over-year growth, including contribution from our
Arps Dairy acquisition. With approximately 90% of our revenue mix now manufactured in our own facility, we are fulfilling orders that
simply weren’t possible before the acquisition, and that’s exactly what the investment was designed to do. As we complete
the transition to our new facility, now expected before year-end, and bring upgraded equipment fully online, we see a clear path to meaningful
margin improvement in fiscal 2026.”
“As
we advance our fiscal 2026 initiatives, we are making thoughtful progress on the integration and optimization of our 44,000-square-foot
facility. We are building the right foundation for long-term success and this deliberate approach positions us for sustainable growth.
The $7.5 million convertible note financing we secured subsequent to year-end enables us to own our manufacturing facility outright and
complete this platform, which is capable of supporting over $200 million in annual revenue capacity. Given the updated facility timeline,
we are adjusting our fiscal 2026 revenue and Adjusted EBITDA guidance to reflect a more conservative ramp-up schedule. However, we remain
confident in the substantial year-over-year growth we will deliver based on our now combined businesses and the transformational nature
of the platform we are building. Combined with continued traction in the education channel and the expanding reach of our product portfolio,
we believe fiscal 2026 will represent a pivotal year that demonstrates the power and scalability of our integrated model.”
Fourth
Quarter of 2025 Financial Results
Revenue
for the fourth quarter of 2025 increased 94% year-over-year to $5.4 million, compared to $2.8 million in the fourth quarter of 2024.
The increase in revenue was driven by the acquisition of Arps Dairy.
Gross
margin for the fourth quarter of 2025 was 3%, compared to 26% for the fourth quarter of 2024. Adjusted gross margin for the fourth quarter
of 2025 was 4%, compared to 30% for the fourth quarter of 2024. The decrease in gross margin is a result of transitioning Barfresh production
to the Company’s new facility, which involved typical startup and implementation costs that temporarily impacted margins. Additionally,
the Company continued Arps Dairy’s existing milk processing business, which operates at different margin profiles than the Company’s
core business, but provides stable milk supply to support production and diversification. A reconciliation of Gross Profit to Adjusted
Gross Profit is provided below.
Net
loss for the fourth quarter of 2025 improved to $763,000, as compared to a loss of $852,000 in the fourth quarter of 2024. Selling, marketing
and distribution for the fourth quarter of 2025 was $783,000, compared to $872,000 in the fourth quarter of 2024. G&A expenses for
the fourth quarter of 2025 were $922,000, compared to $607,000 in the fourth quarter of 2024.
Adjusted
EBITDA was a loss of $1.1 million for the fourth quarter of 2025, compared to a loss of $563,000 in the fourth quarter of 2024. A reconciliation
of net loss to Adjusted EBITDA is provided below.
Full
Year 2025 Financial Results
Revenue
for the full year of 2025 increased 33% to $14.2 million, compared to $10.7 million in the same period of 2024. The increase in revenue
was driven by the inclusion of revenue from Arps Dairy, expanded school penetration, and seasonal traction with the Company’s Pop
& Go product line.
Gross
margin for the full year of 2025 was 22%, compared to 34% for the same period of 2024. Adjusted gross margin for the full year of 2025
was 22%, compared to 37% for 2024. The decrease in gross margin is a result of product mix and new manufacturer trial and development
costs, as well as the inclusion of Arps Dairy’s milk processing business in the fourth quarter of 2025. A reconciliation of Gross
Profit to Adjusted Gross Profit is provided below.
Net
loss for the full year of 2025 was $2.7 million, as compared to a loss of $2.8 million in the same period of 2024. Selling, marketing
and distribution for the full year of 2025 was $3.2 million or 22% of revenue, compared to $3.1 million or 29% of revenue in the same
period of 2024. G&A expenses for the full year of 2025 were $3.2 million, compared to $3.0 million in the same period of 2024.
Adjusted
EBITDA for the full year of 2025 was a loss of $2.1 million, compared to a loss of $1.3 million in the same period of 2024. A reconciliation
of net loss to Adjusted EBITDA is provided below.
Non-GAAP
Financial Measures
The
above information is presented in conformity with accounting principles generally accepted in the United States. In order to aid in the
understanding of the Company’s business performance, the Company has also presented below certain non-GAAP measures, including
Adjusted Gross Profit, EBITDA and Adjusted EBITDA, which are reconciled in the table below to comparable GAAP measures, and certain calculations
based on its results including Gross Margin and Adjusted Gross Margin. Management believes that Adjusted Gross Profit and Adjusted EBITDA
provide useful information to the investor because it is directly reflective of the performance of the Company. The exclusion of certain
items including manufacturing relocation costs in calculating Adjusted Gross Profit and stock compensation and other non-recurring costs
such as those associated with the product withdrawal, the related dispute, certain manufacturing relocation costs, and business acquisition
expenses in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of the Company’s core business
performance. Adjusted Gross Profit and Adjusted EBITDA are not recognized measurements under GAAP and should not be considered as an
alternative to Gross Profit, loss from operations, net loss or any other performance measure derived in accordance with GAAP.
| | |
For the three months ended
December 31, | | |
For the year ended
December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| Revenue | |
$ | 5,422,000 | | |
$ | 2,788,000 | | |
$ | 14,208,000 | | |
$ | 10,717,000 | |
| Cost of revenue | |
| 5,266,000 | | |
| 2,058,000 | | |
| 11,094,000 | | |
| 7,049,000 | |
| Gross profit | |
| 156,000 | | |
| 730,000 | | |
| 3,114,000 | | |
| 3,668,000 | |
| Manufacturing relocation (1) | |
| 63,000 | | |
| 107,000 | | |
| 63,000 | | |
| 283,000 | |
| Adjusted Gross Profit | |
$ | 219,000 | | |
$ | 837,000 | | |
$ | 3,177,000 | | |
$ | 3,951,000 | |
| Gross Margin | |
| 2.9 | % | |
| 26.2 | % | |
| 21.9 | % | |
| 34.2 | % |
| Adjusted Gross Margin | |
| 4.0 | % | |
| 30.0 | % | |
| 22.4 | % | |
| 36.9 | % |
(1)
Represents costs incurred to relocate production lines owned by Barfresh and obligations to vendors at the conclusion of multi-year manufacturing
agreements, as the Company transitions from a co-manufacturing model to in-house production.
| | |
For the three months ended
December 31, | | |
For the year ended
December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| Net loss | |
$ | (763,000 | ) | |
$ | (852,000 | ) | |
$ | (2,694,000 | ) | |
$ | (2,825,000 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Depreciation and amortization | |
| 70,000 | | |
| 66,000 | | |
| 255,000 | | |
| 283,000 | |
| Interest expense | |
| 152,000 | | |
| 28,000 | | |
| 217,000 | | |
| 52,000 | |
| Income tax benefit | |
| (285,000 | ) | |
| - | | |
| (285,000 | ) | |
| - | |
| EBITDA | |
| (826,000 | ) | |
| (758,000 | ) | |
| (2,507,000 | ) | |
| (2,490,000 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Stock based compensation, employees and board of directors | |
| 75,000 | | |
| 88,000 | | |
| 536,000 | | |
| 784,000 | |
| Bargain purchase (1) | |
| (767,000 | ) | |
| - | | |
| (767,000 | ) | |
| - | |
| Shares issued to former Arp’s shareholders for continuing debt guarantee (1) | |
| 97,000 | | |
| - | | |
| 97,000 | | |
| - | |
| Business acquisition expense (1) | |
| 250,000 | | |
| - | | |
| 518,000 | | |
| - | |
| Manufacturing relocation (2) | |
| 63,000 | | |
| 107,000 | | |
| 63,000 | | |
| 283,000 | |
| Operating expense related to withdrawn product and related dispute (3) | |
| - | | |
| - | | |
| - | | |
| 108,000 | |
| Adjusted EBITDA | |
$ | (1,108,000 | ) | |
$ | (563,000 | ) | |
$ | (2,060,000 | ) | |
$ | (1,315,000 | ) |
(1)
Arps Dairy was acquired for the repayment of portions of its outstanding debt. The purchase price was less than the fair value of its
assets and liabilities by $0.8 million. Former shareholders agreed to continue their guarantees of the remaining unpaid mortgage in exchange
for the Company’s shares valued at $97,000. The Company incurred acquisition expenses during 2025 in association with the acquisition
of Arps Dairy.
(2)
Represents costs incurred to relocate production lines owned by Barfresh and obligations to vendors at the conclusion of multi-year manufacturing
agreements, as the Company transitions from a co-manufacturing model to in-house production.
(3)
Barfresh experienced a quality issue with product manufactured by one of its contract manufacturers, which is the subject of a legal
dispute as to the source of complaints received and breaches of performance under the terms of the contract. Operating expense in 2024
primarily includes legal expense incurred with respect to the dispute.
Balance
Sheet
As
of December 31, 2025, the Company had approximately $2.3 million of cash and accounts receivable, and approximately $1.7 million of inventory
on its balance sheet.
In
February and March 2026, the Company secured subscriptions for a $7.5 million senior convertible note financing. The proceeds were used
to pay off the existing mortgage on the Company’s manufacturing facility in Defiance, Ohio, as well as other obligations and will
accelerate construction completion, positioning Barfresh to control its manufacturing destiny with significantly expanded production
capacity. In addition, the Company was recently approved for a $2.4 million government grant to purchase and install specialized equipment
necessary for full-scale production operations.
Outlook
for First Quarter and Full Year 2026
The
Company is introducing first quarter 2026 revenue guidance of $5.0 million to $5.2 million and expects to be Adjusted EBITDA breakeven
for the first quarter 2026. This guidance reflects the updated timeline for construction and equipment installation at the Company’s
44,000 square-foot facility, which has been extended to the fourth quarter of 2026 due to the timing of financing.
The
Company expects fiscal year 2026 revenue to be in the range of $28 million to $32 million, representing 97% to 125% growth compared to
fiscal year 2025. Given the updated facility and equipment timeline driven by financing timing, this represents a more conservative ramp-up
schedule than initial projections while still reflecting substantial year-over-year growth from both the full-year inclusion of Arps
Dairy’s revenue and growth of legacy Barfresh products. As the Company progresses through the year and completes facility enhancements,
it expects year-over-year quarterly improvement in both revenue and profitability.
The
Company expects fiscal year 2026 Adjusted EBITDA to be in the range of $3.2 million to $3.8 million, demonstrating the Company’s
confidence based on updated timelines in improving cash flow as it realizes the full benefits of its integrated manufacturing model and
operational scale.
Conference
Call
The
conference call to discuss these results is scheduled for today, on Tuesday, March 31, 2026 at 1:30 pm Pacific Time (4:30 pm Eastern
Time). Listeners can dial (877) 407-4018 in North America, and international listeners can dial (201) 689-8471. A telephonic playback
will be available approximately two hours after the call concludes and will be available through Tuesday, April 14, 2026. Listeners in
North America can dial (844) 512-2921, and international listeners can dial (412) 317-6671. Passcode is 13758787. Interested parties
may also listen to a simultaneous webcast of the conference call by logging onto the Company’s website at www.barfresh.com
in the Investors-Presentations section.
About
Barfresh Food Group
Barfresh
Food Group Inc. (Nasdaq: BRFH) is a developer, manufacturer and distributor of ready-to-blend and ready-to-drink beverages, including
smoothies, shakes and frappes, primarily for the education market, foodservice industry and restaurant chains, delivered as fully prepared
individual portions or single serving and bulk formats for on-site preparation. For more information, please visit www.barfresh.com.
Forward
Looking Statements
Except
for historical information herein, matters set forth in this press release are forward-looking, including statements about the Company’s
commercial progress, success of its strategic relationship(s), and projections of future financial performance. These forward-looking
statements are identified by the use of words such as “grow”, “expand”, “anticipate”, “intend”,
“estimate”, “believe”, “expect”, “plan”, “should”, “hypothetical”,
“potential”, “forecast” and “project”, “continue,” “could,” “may,”
“predict,” and “will” and variations of such words and similar expressions are intended to identify such forward-looking
statements. All statements, other than statements of historical fact, included in the press release that address activities, events or
developments that the Company believes or anticipates will or may occur in the future are forward-looking statements. These statements
are based on certain assumptions made based on experience, expected future developments and other factors the Company believes are appropriate
under the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the
control of the Company. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned
not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. The contents of this
release should be considered in conjunction with the Company’s recent filings with the Securities and Exchange Commission, including
its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including any warnings, risk factors
and cautionary statements contained therein. Furthermore, the Company expressly disclaims any current intention to update publicly any
forward-looking statements after the distribution of this release, whether as a result of new information, future events, changes in
assumptions or otherwise.
The
financial results presented in this press release are preliminary and unaudited. The Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2025 is expected to be filed with the SEC on April 15, 2026.
Investor
Relations
John
Mills
ICR
646-277-1254
John.Mills@icrinc.com
Deirdre
Thomson
ICR
646-277-1283
Deirdre.Thomson@icrinc.com
