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2026-06-11
2026-06-11
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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 11, 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
5.07 Submission of Matters to a Vote of Security Holders.
The
Company held its annual meeting of stockholders on Thursday, June 11, 2026, 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, 2026; and |
| |
|
|
| |
● |
The
approval and adoption of an amendment to the Company’s certificate of incorporation to increase the number of authorized shares
of common stock to 35,000,000. |
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 |
|
|
7,490,416 |
|
|
|
1,338,162 |
|
| Steven
Lang |
|
|
7,579,535 |
|
|
|
1,249,043 |
|
| Joseph
M. Cugine |
|
|
7,506,027 |
|
|
|
1,322,551 |
|
| Alexander
H. Ware |
|
|
8,721,301 |
|
|
|
107,277 |
|
| Marc
Panvier |
|
|
8,815,290 |
|
|
|
13,288 |
|
| Tim
Trant |
|
|
8,793,828 |
|
|
|
34,750 |
|
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
2026 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 |
|
|
8,934,438 |
|
|
|
2,317 |
|
|
|
7,914 |
|
Approval
and adoption of amendment to Company’s certificate of incorporation to increase authorized common shares
At
the annual meeting, the amendment to the Company’s certificate of incorporation to increase the number of authorized common shares
was approved and adopted. 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
and adoption of amendment to certificate of incorporation |
|
|
8,800,688 |
|
|
|
18,815 |
|
|
|
9,075 |
|
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 April 15, 2026, and a supplement to the proxy statement filed on April 24, 2026.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits
The following exhibit is filed:
| 3.1 |
Certificate of Amendment of Certificate of Incorporation of Barfresh Food Group Inc. dated June 11, 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:
June 12, 2026 |
|
/s/
Riccardo Delle Coste |
| |
By: |
Riccardo
Delle Coste |
| |
Its: |
CEO |