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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): May 14, 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
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
May 14, 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-Q for the first quarter ended March 31, 2026.
The
conference call discussing these results took place on Thursday, May 14, 2026, at 1:30 pm Pacific Time (4:30 pm Eastern Time). A telephonic
playback will be available through Thursday, May 28, 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 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.
Management
believes that Adjusted EBITDA provides useful information to the investor because it is directly reflective of the period-to-period performance
of the Company’s core business. In addition, Adjusted EBITDA is 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
EBITDA should not be considered as an alternative to loss from operations, net loss or any other performance measure derived in accordance
with GAAP as a measure of operating results. It may not be comparable to similarly titled measures used by other companies and may 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 May 14, 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:
May 14, 2026 |
|
/s/
Riccardo Delle Coste |
| |
By:
|
Riccardo
Delle Coste |
| |
Its: |
CEO |
Exhibit
99.1
Barfresh
Announces First Quarter 2026 Results
First
Quarter 2026 Revenue Surpasses Outlook, Rising 92% to a Record Quarterly $5.6 million
Company
Advances Facility Construction Plans at 44,000-Square-Foot Ohio Plant; Commissioning on Track Before Year-End
Provides
Second Quarter 2026 Revenue Guidance of $5.2 to $5.6 million Representing Over 200% Growth Compared to Prior Year Period
Reiterates
Full Year 2026 Revenue Guidance to $28 to $32 million and Full Year 2026 Adjusted EBITDA Guidance to $3.2 to $3.8 million
LOS
ANGELES, May 14, 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 first quarter March
31, 2026.
Management
Comments
Riccardo
Delle Coste, the Company’s Chief Executive Officer, stated, “We are off to a strong start in fiscal 2026. First quarter revenue
of $5.6 million came in above our guidance range, driven by stronger-than-anticipated contribution from Arps Dairy’s raw and processed
milk business.”
“As
we advance through fiscal 2026, the operational foundation we are building continues to strengthen. Plans for construction at our 44,000-square-foot
Defiance facility are progressing and we remain on track to commission before year-end. With the facility now owned free and clear following
our $7.5 million convertible note financing, and the $2.4 million government grant supporting our equipment installation, we have the
platform and the capital structure in place to execute and anticipate paying down a portion of those notes via remortgaging the new larger
facility in 2026. We are maintaining our fiscal 2026 revenue guidance of $28 to $32 million and Adjusted EBITDA guidance of $3.2 to $3.8
million, and we remain confident that fiscal 2026 will demonstrate the full power of the integrated model we are building.”
First
Quarter of 2026 Financial Results
Revenue
for the first quarter of 2026 increased 92% year-over-year to $5.6 million, compared to $2.9 million in the first quarter of 2025. The
increase in revenue was driven by the acquisition of Arps Dairy.
Gross
margin for the first quarter of 2026 was 18%, compared to 31% for the first quarter of 2025. The decrease in gross margin is a result
of the Company continuing Arps Dairy’s existing milk processing business, which operates at different margin profiles than the
Company’s core business, as well as transitioning Barfresh production to the Company’s new facility, which involved typical
startup and implementation costs that temporarily impacted margins.
Net
loss for the first quarter of 2026 improved to $661,000 as compared to a loss of $761,000 in the first quarter of 2025.
Selling,
marketing and distribution for the first quarter of 2026 was $697,000, compared to $824,000 in the first quarter of 2025. The year-over-year
decrease reflects lower personnel costs as the Company increasingly leverages its broker network, reduced sampling expense following
the 2025 launch of Pop & Go freeze pops, and lower equipment maintenance costs as single serve products, which require no customer
equipment, represent a greater share of the portfolio mix. G&A expenses for the first quarter of 2025 were $755,000, compared to
$747,000 in the first quarter of 2025.
Adjusted
EBITDA was a loss of $238,000 for the first quarter of 2026, compared to a loss of $506,000 in the first quarter of 2025. Adjusted EBITDA
was below guidance of breakeven due to revenue mix more heavily weighted toward the lower-margin milk processing business than anticipated
and start-up inefficiencies in the newly acquired processing facility due to lower production volumes than planned. These inefficiencies
are typical of facility transitions and are already improving as the company optimizes its production processes and builds volume. 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
EBITDA and Adjusted EBITDA, which are reconciled in the table below to comparable GAAP measures. Management believes that Adjusted EBITDA
provides useful information to the investor because it is directly reflective of the performance of the Company. The exclusion of certain
items including stock compensation and other non-recurring costs such as 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 EBITDA is not
recognized measurements under GAAP and should not be considered as an alternative to loss from operations, net loss or any other performance
measure derived in accordance with GAAP.
| | |
For the three months ended March 31, | |
| | |
2026 | | |
2025 | |
| Net loss | |
$ | (661,000 | ) | |
$ | (761,000 | ) |
| | |
| | | |
| | |
| Depreciation and amortization | |
| 72,000 | | |
| 74,000 | |
| Interest expense | |
| 225,000 | | |
| 23,000 | |
| EBITDA | |
| (364,000 | ) | |
| (664,000 | ) |
| | |
| | | |
| | |
| Stock based compensation, employees and board of directors | |
| 102,000 | | |
| 158,000 | |
| Business acquisition and integration expense (1) | |
| 24,000 | | |
| - | |
| Adjusted EBITDA | |
$ | (238,000 | ) | |
$ | (506,000 | ) |
| (1) | Arp’s
Dairy was acquired on October 3, 2025. The Company incurred acquisition and integration expenses
during 2026 in association with the transaction. |
Balance
Sheet
As
of March 31, 2026, the Company had approximately $4.1 million of cash and accounts receivable, and approximately $1.8 million of inventory
on its balance sheet.
In
March 2026, the Company secured 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 Second Quarter and Full Year 2026
The
Company is introducing second quarter 2026 revenue guidance of $5.2 million to $5.6 million and expects an Adjusted EBITDA loss of $0.3
to $0.2 million for the second quarter 2026.
The
Company continues to expect 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. As the Company progresses through the year and completes facility and equipment enhancements, it expects
year-over-year quarterly improvement in both revenue and profitability.
The
Company continues to expect 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 Thursday, May 14, 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 Thursday, May 28, 2026. Listeners in North America
can dial (844) 512-2921, and international listeners can dial (412) 317-6671. Passcode is 13760133. 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.
Investor
Relations
John
Mills
ICR
646-277-1254
John.Mills@icrinc.com
Deirdre
Thomson
ICR
646-277-1283
Deirdre.Thomson@icrinc.com
