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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): October 3, 2025
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.) |
3600
Wilshire Boulevard Suite 1720, Los Angeles, California 90010
(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
2.01. Completion of Acquisition or Disposition of Assets.
As
previously disclosed in the Current Report on Form 8-K filed by Barfresh Food Group Inc., a Delaware corporation (the “Company”),
on September 18, 2025 with the Securities and Exchange Commission (the “SEC”), the Company is a party to the Stock Purchase
Agreement (the “Purchase Agreement”), dated September 15, 2025, among the Company, Arps Dairy, Inc., an Ohio corporation
(“Arps”), and the shareholders of Arps (the “Arps Shareholders”).
On
October 3, 2025, the Company, Arps and the Arps Shareholders completed the closing under the Purchase Agreement. As a result, Arps became
a wholly-owned subsidiary of the Company.
The
Company repaid approximately $1.3 million of certain existing debt of Arps, including an asset-based revolving facility, and is in the
process of refinancing a $2.2 million mortgage loan. The Company utilized a portion of its secured receivables financing facility,
which had been recently increased to $2.5 million, to effect the debt repayment. To obtain the forbearance agreement from the existing
mortgage lender, the Company provided its guaranty of the mortgage loan and will be issuing restricted shares of its common stock, valued
at $100,000, to the Arps Shareholders in exchange for continuing their guarantees with the mortgage lender. Prior to the closing, the
Arps Shareholders reduced the outstanding balance of the revolving facility as required by the Purchase Agreement. The Company and Arps
have agreed to repay the advances made by the Arps Shareholders within six months of the Closing, secured by a second mortgage on real
estate owned by Arps.
Arps,
which currently operates a dairy processing facility in Defiance, Ohio, had commenced construction on a 44,000-square foot new facility
but was unable to complete construction. The Company plans to complete construction and installation of the processing equipment in the
new facility in 2026.
The
Company has commenced manufacturing of certain of its own products at Arps’ existing facility and expects to expand production
immediately upon completion of the acquisition, thereby eliminating fees previously paid to third-party manufacturers, reducing freight
costs, enabling the more efficient procurement of ingredients, and lowering cold storage costs.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
To
obtain the forbearance from Arps’ existing mortgage lender until January 1, 2026, WesBanco Bank, Inc., the Company provided its
guaranty of the mortgage loan. The outstanding balance of the mortgage was $2,198,000 as of October 3, 2025.
Concurrently
with the Company’s acquisition of Arps, certain advances to Arps from its former shareholders were formalized with the Company
assuming joint and several responsibility for the obligations. The Company and Arps issued notes in the aggregate principal amount of
$800,000 to the Arps Shareholders, which consisted of $400,000 of debt previously owed by Arps (the “Existing Loans”) and
$400,000 representing the recent advances used to reduce the outstanding balance of the revolving facility (the “New Advances”).
The Existing Loans are to be repaid by April 3, 2026 and may be convertible into shares of the Company’s common stock at the option
of the Company, using the 15-day volume-weighted average trading price to determine the value of the shares. If the New Advances are
not paid by January 3, 2026, interest shall accrue at the rate of 7% per annum from October 3, 2025.
Item
9.01. Financial Statements and Exhibits.
(a)
Financial statements of business acquired.
The
financial statements required by this item are not available at this time and will be filed by an amendment to this Current Report on
Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(b)
Pro forma financial information.
The
pro forma financial information required by this item is not available at this time and will be filed by an amendment to this Current
Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(d)
Exhibits
| 2.1 |
Stock Purchase Agreement dated September 15, 2025 (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 18, 2025 and incorporated herein by reference) |
| |
|
| 10.1 |
Commercial Guaranty to WesBanco Bank, Inc. |
| |
|
| 10.2 |
Form of Note to Arps Shareholders dated October 3, 2025 |
| |
|
| 99.1 |
Press
Release of Barfresh Food Group, Inc. dated October 7, 2025 |
| |
|
| 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:
October 7, 2025 |
|
/s/
Riccardo Delle Coste |
| |
By:
|
Riccardo
Delle Coste |
| |
Its: |
CEO |
