BarFresh (BRFH) delays 2025 10-K after Arps Dairy acquisition; private placement cited

Rhea-AI Filing Summary

BarFresh Food Group, Inc. has filed a Form 12b-25 notifying the SEC that it cannot timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The company attributes the delay to completion of a recent private placement and additional time needed to complete accounting and disclosures related to its fourth-quarter acquisition of Arps Dairy Inc. BarFresh expects to file the Form 10-K within the fifteen-calendar day extension period provided by Rule 12b-25.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

OMB APPROVAL

OMB Number: 3235-0058

Expires: September 30, 2028

Estimated average burden

hours per response ............ 2.50

	SEC File Number:	001-41228
	CUSIP Number:	067532 20 0

(Check one):		☒ Form 10-K		☐ Form 20-F		☐ Form 11-K
		☐ Form 10-Q		☐ Form 10-D		☐ Form N-CEN		☐ Form N-CSR

For Period Ended: December 31, 2025

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

For the Transition Period Ended:

Read Instructions (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

BARFRESH FOOD GROUP, INC.

Full Name of Registrant

N/A

Former Name if Applicable

3600 WILSHIRE BLVD., SUITE 1720

Address of Principal Executive Office (Street and Number)

LOS ANGELES, CALIFORNIA 90010

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

SEC 1344 (06-19) Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Registrant will not be able to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”) within the prescribed time period without unreasonable effort or expense. The delay is due to the completion of its recent private placement and the additional time needed to complete its accounting and disclosures surrounding its fourth quarter acquisition of Arps Dairy Inc.  The Registrant currently expects to file the Form 10-K within the fifteen-calendar day extension period provided by Rule 12b-25. 

(Attach extra Sheets if Needed)

PART IV — OTHER INFORMATION

(1)	Name and telephone number of person to contact in regard to this notification
	Lisa Roger		(310)		598-7113
	(Name)		(Area Code)		(Telephone Number)
(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s).
					☒ Yes ☐ No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
					☐ Yes ☒ No
	If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

BARFRESH FOOD GROUP INC.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date	March 27, 2026		By	/s/ Lisa Roger
				Lisa Roger
				Chief Financial Officer

INSTRUCTION: The Form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the Form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the Form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

FAQ

Why did BarFresh (BRFH) file a Form 12b-25?

BarFresh filed Form 12b-25 because it cannot timely file its 2025 Form 10-K. The company cites completion of a private placement and extra time needed to finalize accounting and disclosures for its fourth-quarter acquisition of Arps Dairy Inc.

When does BarFresh (BRFH) expect to file the delayed 2025 Form 10-K?

BarFresh expects to file the Form 10-K within the fifteen-calendar day extension under Rule 12b-25. The notification states the registrant currently expects to meet that fifteen-day extension period for the annual report filing.

Does the Form 12b-25 list any financial revisions or earnings changes for BRFH?

The Form 12b-25 does not present financial figures or revised earnings. It states additional accounting and disclosure work is required for the Arps Dairy Inc. acquisition; no specific quantitative earnings changes are provided in the notification.

Who signed the Form 12b-25 for BarFresh (BRFH)?

The Form 12b-25 is signed by Lisa Roger, Chief Financial Officer, on March 27, 2026. Contact information listed includes a phone number of (310) 598-7113 for inquiries regarding the notification.

Does the Form 12b-25 indicate other periodic reports are missing for BRFH?

The notification includes a checkbox asking whether other periodic reports are delinquent, but it does not identify any missing reports. The form does not state any prior-period filings are outstanding in the provided excerpt.