Current Report Filing (8-k)
February 14 2018 - 12:41PM
Edgar (US Regulatory)
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):
February 14, 2018
BARFRESH
FOOD GROUP INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
000-55131
|
|
27-1994406
|
(State
or other jurisdiction
|
|
(Commission
|
|
(IRS
Employer
|
of
incorporation)
|
|
File
Number)
|
|
Identification
No.)
|
8383
Wilshire Blvd., Suite 750
Beverly
Hills, California 90211
|
(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))
|
Item
1.01 Entry into a Material Definitive Agreement
As
of February 13, 2018, Barfresh Food Group, Inc. (“Barfresh” or the “Company”) has entered into definitive
agreements with several of its large shareholders and management, led by Unibel, the parent company of Fromageries Bel, known
as Bel Group, for a private placement of convertible notes for gross proceeds of $4.1 million.
The
closing shall be no later than five (5) business days after receipt of notice from the Company that it has achieved certain milestones
establishing significant sales to national accounts. One milestone is that the Company shall have entered into a material agreement
or series of related agreements with a national account for the sale of its products into approximately 1,000 new locations. The
other milestone is that the Company shall have entered into a material agreement or series of related agreements with a national
account for the sale of its products into approximately 2,500 new locations. Upon achievement of the first milestone, 60% of the
principal amount of the convertible notes will be available to the Company, with the balance of 40% upon achievement of the second
milestone. The Company intends to use the proceeds from this financing to fund the manufacture of inventory, to purchase equipment,
and for general corporate purposes.
The
convertible notes are unsecured and have (i) a two-year term, (ii) a 10% annual coupon to be paid in cash or stock at the Company’s
discretion at a conversion price equal to 85% of the average closing bid prices of the Common Stock over the twenty (20) consecutive
trading day period immediately preceding the payment date, but in no event lower than sixty cents ($0.60) per share of Common
Stock. The investor’s may elect to convert their principal into common stock at a conversion price equal to the lower of:
(i) $0.88 per share of Common Stock, or (ii) 85% of the average closing bid prices of the Common Stock over the twenty (20) consecutive
trading day period immediately preceding the date of investor’s election to convert; but in no event lower than $0.60 per
share of Common Stock.
Investors
also received warrant coverage of 25% of the number of shares that would be issuable upon a full conversion of the principal amount
at an average of the twenty consecutive trading day period immediately preceding the applicable closing date. If any principal
amount remains outstanding after the one-year anniversary of the closing, investors will be granted an additional warrant with
identical terms. The warrants are exercisable for a period of three years for cash at the greater of 120% of the closing price
or $0.70 per share of common stock.
Registered broker dealers received a cash placement agent fee equal to 3% of the offering amount equal to
an aggregate of $42,750 and 3% warrant coverage. The placement agent warrants are identical to the investor warrants. If the notes
are converted by the investors to common stock, the placement agents will receive an additional 5% cash fee and an additional 5%
warrant coverage on the converted amount.
Item
3.02 Unregistered Sales of Equity Securities
The
disclosures set forth in Item 1.01 are incorporated herein by this reference. The issuance of these securities is exempt from
registration pursuant to Rule 506(b) of Regulation D, promulgated under the Securities Act of 1933, as amended, on the basis that
the offering was a private offering limited to accredited investors and involved no general solicitation or advertising.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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: February 14, 2018
|
By:
|
/s/ Joseph S. Tesoriero
|
|
|
Joseph S. Tesoriero
|
|
Its:
|
Chief Financial Officer
|