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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
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
January 19, 2026, Isabelle Ortiz-Cochet, a member of the board of directors, notified Barfresh Food Group Inc. (the “Company”)
that she will be retiring on March 31, 2026. Such resignation was not the result of a disagreement with the Company. She had been initially
appointed pursuant to the terms of an investor rights agreement, dated November 23, 2016, by and between the Company, Unibel and certain
key holders named therein (the “Investor Rights Agreement”) and serves on the Nominating and Governance Committee.
Under
the terms of the Investor Rights Agreement, Unibel is entitled to appoint one director to the board of directors of the Company, which
director is entitled to sit on each committee of the board of directors selected by Unibel, unless certain conditions relating to the
shareholdings of Unibel have not been satisfied. The Company has agreed to call shareholder meetings whenever necessary to ensure Unibel’s
designee is elected as a director. At any time that Unibel’s designee is not a director, Unibel’s designee will be entitled
to be a board observer. Riccardo Delle Coste, Steven Lang and their respective affiliates have agreed to vote their shares in favor of
Unibel’s designee.
Marc
Panvier, Unibel’s designee, has been appointed to the Company’s board of directors effective April 1, 2026. It is anticipated
that he will serve on the Nominating and Corporate Governance Committee of the Company’s board of directors. There have been no
prior transactions between the Company and Mr. Panvier.
Tim
Trant was also appointed as a director effective April 1, 2026, filling the seat left vacant by the resignation of Justin Borus. It is
anticipated that he will serve on the Audit and Compensation Committees of the Company’s board of directors. Mr. Trant was employed
by the Company from June 2015 to December 2019 as its chief customer officer. Since December 2019, he has served as a consultant to the
Company.
More
information about Messrs. Panvier and Trant may be found in the press release attached as an exhibit to this report.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
The
following are filed as exhibits to this report on Form 8-K:
| 99.1 |
Press
Release of Barfresh Food Group, Inc. dated April 6, 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:
April 6, 2026 |
|
/s/
Riccardo Delle Coste |
| |
By:
|
Riccardo
Delle Coste |
| |
Its: |
CEO |
Exhibit 99.1
Barfresh
Appoints Two Industry Leaders to Board of Directors
Global
Manufacturing and Operations Leader Marc Panvier and Beverage Industry Veteran Tim Trant Join Board
LOS
ANGELES, April 6, 2026 (GLOBE NEWSWIRE) – Barfresh Food Group, Inc. (the “Company” or “Barfresh”)
(Nasdaq: BRFH), a leading provider of frozen, ready-to-blend and ready-to-drink beverages, today announced the appointment of Marc Panvier
and Tim Trant to the Company’s Board of Directors, both effective April 1, 2026. Mr. Panvier, Senior Vice President of Operations,
North America for Bel Brands, succeeds Isabelle Ortiz-Cochet, who is retiring from the Board after nine years of service. Mr. Trant fills
the seat left vacant by the resignation of Justin Borus. The appointments bring complementary expertise in large-scale food manufacturing
operations and strategic customer development at a pivotal moment in Barfresh’s evolution. It is anticipated that Mr. Panvier will
serve on the Nominating and Corporate Governance Committee and Mr. Trant will serve on the Audit and Compensation Committees of the Company’s
Board of Directors.
Marc
Panvier – Manufacturing and Operations Excellence
Mr.
Panvier currently oversees dual responsibility for dairy and fruit operations across Bel/Materne at Bel Brands USA, a subsidiary of
Bel Group, managing six manufacturing plants in the United States and Canada. Like his predecessor Ms. Ortiz-Cochet, who served as
Chief Investment Officer for Unibel, parent company of Bel Group, Mr. Panvier brings extensive experience from within the Bel organization,
ensuring continuity in Unibel’s strategic partnership with Barfresh. His appointment comes as Barfresh transitions to an integrated
manufacturing model following its strategic acquisition of Arps Dairy and the ongoing expansion of its 44,000 square foot state of the
art facility in Defiance, Ohio.
With
over 35 years at the Bel organization, Mr. Panvier has built an exceptional track record of operational excellence across
global markets. He has expanded Bel’s manufacturing footprint into Poland, Vietnam, Egypt, Morocco, Algeria, Czech Republic, Ivory
Coast, and Ukraine, managing existing plants and building production facilities from the ground up. His expertise spans LEAN manufacturing
implementation, industrial P&L management, production optimization, quality control systems, and facility design that meets international
standards. Mr. Panvier holds a master’s degree in food engineering sciences and executive management from the Université
de Technologie de Compiègne and began his career with Danone before joining Bel Group in 1990.
Tim
Trant – Customer Strategy and Market Development
Mr.
Trant brings over 28 years of experience in the beverage industry, with deep expertise in sales, operations, and foodservice across North
America. He currently serves as Chief Executive Officer of G&J Pepsi-Cola Bottler, Inc., PepsiCo’s largest independent bottler,
a position he has held since October 2020. Previously, Mr. Trant served in senior leadership roles at PepsiCo, including Senior Vice
President of Field Foodservice for PepsiCo North America, where he led a team of 900 sales professionals and expanded sales across 20
foodservice channels and hundreds of thousands of customer outlets. His extensive PepsiCo career also included leadership positions such
as SVP Foodservice Integration, SVP PepsiAmericas Foodservice, VP Retail Sales & Sales Capability, and VPGM of the Tristate Division
in Cincinnati.
Mr.
Trant previously served as Chief Customer Officer at Barfresh from June 2015 to December 2019, playing a key role in the company’s
growth. Since December 2019, he has continued to serve as a consultant to Barfresh. He also held the position of Corporate VP National
Sales at Sysco, Inc. Mr. Trant earned his bachelor’s and master’s degrees from the University of Dayton and currently serves
on the boards of the Pepsi-Cola Bottlers Association (PCBA), American Beverage Association (ABA), and Dr. Pepper Bottlers Association
(DPBA).
Leadership
Commentary
Riccardo
Delle Coste, the Company’s Chief Executive Officer, commented, “These appointments represent strategic additions to our Board
at precisely the right time in Barfresh’s evolution. We just reported record fourth quarter and full year 2025 results, completed
the transformational Arps Dairy acquisition, and secured financing to complete our expanded manufacturing facility. Marc has spent his
entire career building, optimizing, and scaling food manufacturing operations across the globe. His hands-on experience taking facilities
from concept to full production, implementing operational efficiencies, and driving profitability in manufacturing environments directly
aligns with our immediate priorities as we commission our new facility and scale production.
“Tim’s
appointment to Barfresh’s Board brings invaluable perspective from both his previous tenure with us and his continued success leading
one of PepsiCo’s largest independent bottlers. His deep understanding of our business, combined with his extensive foodservice
and sales expertise, will be instrumental as we expand our market presence and strengthen customer relationships across multiple channels.
Together, Marc and Tim bring the operational excellence and customer-focused expertise we need to execute our growth strategy.”
Mr.
Panvier added, “I’m honored to continue Unibel’s board representation at Barfresh and at such a dynamic inflection
point for the company. The strategic foundation Barfresh has established owning and controlling its manufacturing infrastructure, expanding
production capacity, and demonstrating strong market demand in the education channel creates a compelling platform for sustainable growth.
Having built and optimized food manufacturing facilities throughout my career, I understand both the challenges and tremendous opportunities
that lie ahead. I look forward to contributing my operational experience to help Barfresh maximize efficiency, scale production, and
deliver long-term value for all stakeholders.”
Mr.
Trant stated, “I’m excited to rejoin Barfresh in this board capacity and contribute to the company’s next phase of
growth. Having been part of Barfresh’s journey previously, I’ve seen firsthand the quality of the products, the strength
of the team, and the significant market opportunity ahead. The company’s strategic investments in manufacturing infrastructure
and its strong position in the education market create an excellent foundation for expansion. I look forward to working with management
and the Board to help Barfresh capitalize on the tremendous opportunities ahead for our innovative beverage solutions.”
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.
Investor
Relations
John
Mills
ICR
646-277-1254
John.Mills@icrinc.com
Deirdre
Thomson
ICR
646-277-1283
Deirdre.Thomson@icrinc.com