Barfresh Food Group Inc. disclosure: Bleichroeder LP and affiliated holders report beneficial ownership of 9.99% of common stock, equal to 1,633,083 shares. The position includes 1,390,758 shares and 242,325 shares issuable upon exercise of warrants, subject to a "Beneficial Ownership Limitation" of 9.99%.
The filing also states that without the 9.99% limitations on warrant exercise and debt conversion, the reporting group would beneficially own 2,048,086 shares (approximately 12.22%). The reporting persons are Bleichroeder LP, Bleichroeder Holdings LLC, and Andrew Gundlach, with signatures dated 05/14/2026.
Positive
None.
Negative
None.
Insights
Bleichroeder reports a near-10% position capped by contractual limits.
Bleichroeder LP is reported as beneficial owner of 1,633,083 shares or 9.99%, which the filing ties to 1,390,758 current shares plus 242,325 warrant-issuable shares. The filing explicitly states the exercise of warrants and conversion of debt are limited by a 9.99% Beneficial Ownership Limitation, which governs the usable economic stake.
Practical dependencies include the terms of the Warrant Agreement and any future share-count changes. Subsequent filings or transactions could change the capped percentage if outstanding share counts or contractual terms change.
Filing clarifies legal attribution and ownership caps for Schedule 13G/A purposes.
The disclosure attributes beneficial ownership to Bleichroeder LP (an investment adviser) and related entities, noting clients have the ultimate right to proceeds. It records the composition: 1,390,758 issued shares and 242,325 warrant-issuable shares, with additional convertible debt and warrants described as subject to a 9.99% limitation.
Material legal qualifiers are preserved verbatim: "Beneficial Ownership Limitation (as defined in the agreement) of 9.99%." Stakeholders should track any amendments to the warrant or debt agreements and future amendments to beneficial ownership schedules.
Key Figures
Beneficial ownership:1,633,083 sharesReported percentage:9.99%Issued shares included:1,390,758 shares+3 more
"exercise of the warrants is subject to a Beneficial Ownership Limitation of 9.99%"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
warrantsfinancial
"242,325 shares of Common Stock issuable upon exercise of warrants"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
convertible debtfinancial
"344,500 shares of Common Stock issuable upon conversion of debt"
A convertible debt is a loan a company takes that gives the lender the option to swap the owed money for a set number of the company’s shares instead of getting cash back. It matters to investors because it can change who owns the company and how much their shares are worth: if lenders convert, existing shareholders can be diluted, but conversion can also signal confidence and reduce a company’s cash pressure — like getting a coupon that can be redeemed for store ownership rather than a refund.
Schedule 13G/Aregulatory
"Amendment No. 6 Barfresh Food Group Inc. Common Shares"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)
Barfresh Food Group Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
067532200
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
067532200
1
Names of Reporting Persons
Bleichroeder LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,633,083.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,633,083.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,633,083.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
067532200
1
Names of Reporting Persons
Bleichroeder Holdings LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,633,083.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,633,083.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,633,083.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP Number(s):
067532200
1
Names of Reporting Persons
Andrew Gundlach
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,633,083.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,633,083.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,633,083.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Barfresh Food Group Inc.
(b)
Address of issuer's principal executive offices:
12100 WILSHIRE BOULEVARD, 8TH FLOOR, LOS ANGELES, CA, 90025
Item 2.
(a)
Name of person filing:
Bleichroeder Holdings LLC
Bleichroeder LP
Andrew Gundlach
(b)
Address or principal business office or, if none, residence:
1345 Avenue of the Americas, 47th Floor
New York, NY 10105
(c)
Citizenship:
Bleichroeder Holdings LLC and Bleichroeder LP: Delaware, USA
Andrew Gundlach: United States
(d)
Title of class of securities:
Common Shares
(e)
CUSIP No.:
067532200
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See cover page.
(b)
Percent of class:
See cover page.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See cover page.
(ii) Shared power to vote or to direct the vote:
See cover page.
(iii) Sole power to dispose or to direct the disposition of:
See cover page.
(iv) Shared power to dispose or to direct the disposition of:
See cover page.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Bleichroeder LP ("Bleichroeder"), an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is deemed to be the beneficial owner of 1,633,083 shares, or 9.99%, of the common stock (the "Common Stock") of Barfresh Food Group, Inc. (the "Issuer") reported as outstanding. The 1,633,083 shares include 1,390,758 shares of Common Stock and 242,325 shares of Common Stock issuable upon exercise of warrants. In accordance with the Warrant Agreement, exercise of the warrants is subject to a Beneficial Ownership Limitation (as defined in the agreement) of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise. Bleichroeder is the beneficial owner of Common Stock, warrants with a 9.99% limitation on the exercise of such warrants, and convertible debt with a 9.99% limit on the conversion of such debt.
If there was no 9.99% limitation on the exercise of such warrants nor a 9.99% limitation on conversion of such debt, Bleichroeder would be deemed to be the beneficial owner of 2,048,086 shares of Common Stock, consisting of 1,390,758 shares of Common Stock, 312,500 shares of Common Stock issuable upon exercise of the warrants, and 344,500 shares of Common Stock issuable upon conversion of debt, representing approximately 12.22% of the Issuer's outstanding shares of Common Stock. Clients of Bleichroeder have the right to receive and the ultimate power to direct the receipt of dividends from, or the proceeds of the sale of, such securities.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Exhibit 99.1
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
