Director of Barfresh (NASDAQ: BRFH) buys 10% note and Series R Warrant

Rhea-AI Filing Summary

Barfresh Food Group director Joseph M. Cugine reported new derivative investments in the company. On March 6, 2026, he purchased a 10% Series A convertible note for $200,000, which is convertible into 68,966 shares of common stock at a conversion price of $2.90 per share. He also acquired a Series R Warrant giving the right to buy 62,500 shares of common stock at an exercise price of $3.20 per share, expiring in 2030. A footnote explains that common stock purchase warrants were included with the purchase of the convertible notes. After these transactions, he directly holds 254,489 shares of common stock and multiple stock option awards covering additional shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cugine Joseph M.

(Last) (First) (Middle)

500-14 MAIN STREET

(Street)

RIDGEFIELD CT 06877

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BARFRESH FOOD GROUP INC. [ BRFH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								254,489	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
10% Series A Convertible note	$2.9	03/06/2026		P		$200,000		03/06/2026	03/06/2028	Common Stock	68,966	$200,000	$200,000	D
Series R Warrant (Right to Buy)	$3.2	03/06/2026		P		62,500		03/06/2026	03/06/2030	Common Stock	62,500	(1)	62,500	D
Stock options	$6.76							07/26/2018	12/31/2026	Common Stock	19,231		19,231	D
Stock options	$5.46							05/07/2021	05/07/2029	Common Stock	5,724		5,724	D
Stock options	$7.15							09/15/2017	12/31/2026	Common Stock	19,231		19,231	D

Explanation of Responses:

1. Common stock purchase warrants were included with the purchase of the convertible notes.

	/s/ Joseph M. Cugine	03/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Barfresh (BRFH) director Joseph M. Cugine buy in this Form 4?

Joseph M. Cugine bought a 10% Series A convertible note for $200,000 and a Series R Warrant. The note can convert into 68,966 shares of common stock, and the warrant covers 62,500 shares at a set exercise price.

How many Barfresh (BRFH) shares can the new securities convert into or purchase?

The 10% Series A convertible note is convertible into 68,966 shares of Barfresh common stock. The accompanying Series R Warrant gives the right to purchase an additional 62,500 shares, providing significant potential future equity exposure if exercised or converted.

What are the key terms of Joseph Cugine’s Series A convertible note in BRFH?

The 10% Series A convertible note has a $200,000 purchase price and a conversion price of $2.90 per share into common stock. It is exercisable from March 6, 2026 and can convert into 68,966 shares before its stated expiration date.

What are the main features of the Series R Warrant reported for BRFH?

The Series R Warrant is a right to buy 62,500 shares of Barfresh common stock at an exercise price of $3.20 per share. It became exercisable on March 6, 2026 and is scheduled to expire on March 6, 2030.

How many Barfresh (BRFH) shares does Joseph M. Cugine hold after these transactions?

Following the reported transactions, Joseph M. Cugine directly owns 254,489 shares of Barfresh common stock. He also holds several stock option awards and the new derivative securities, which together provide additional potential future share exposure if exercised or converted.

How are the new warrants related to the Barfresh convertible note purchase?

A footnote states that common stock purchase warrants were included with the purchase of the convertible notes. This means the Series R Warrant for 62,500 shares was received in connection with acquiring the 10% Series A convertible note rather than as a separate, standalone purchase.