Statement of Changes in Beneficial Ownership (4)
March 23 2020 - 5:13PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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Ibex Investors LLC |
2. Issuer Name and Ticker or Trading Symbol
BARFRESH FOOD GROUP INC.
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BRFH
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
260 N. JOSEPHINE STREET, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/19/2020 |
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(Street)
DENVER, CO 80206
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 3/19/2020 | | P(3)(4)(5) | | 3000000 (3)(4)(5) | A | $0.50 (3)(4)(5) | 3000000 | I | By: Justin Borus (1)(2) |
| Common Stock | | | | | | | | 14442766 | I | By: Ibex Microcap Fund LLLP (1)(2) |
| Common Stock | | | | | | | | 3000 | I | By: Lazarus Macro Micro Partners LLLP (1)(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Warrant (right to buy) | $0.60 (3)(4)(5) | 3/19/2020 | | P (3)(4)(5) | | 1500000 (3)(4)(5) | | 4/15/2020 (6) | 4/15/2023 (6) | Common Stock | 1500000 (3)(4)(5) | (3)(4)(5) | 1500000 | I | By: Justin Borus (1)(2) |
| Explanation of Responses: |
| (1) | This form is filed jointly by Ibex Investors LLC ("Ibex"), Justin B. Borus, Ibex Microcap Fund LLLP ("Ibex Microcap") and Lazarus Macro Micro Partners ("Macro Micro Partners" and together with Ibex Microcap, the "Funds"). Ibex is the investment adviser and general partner of the Funds and Mr. Borus is the manager of Ibex. Each of Ibex and Mr. Borus expressly disclaims beneficial ownership of the securities held by the Funds except to the extent of his or its pecuniary interest therein, if any. Each of the Funds expressly disclaims beneficial ownership of the securities held by the other Fund. (continued in footnote 2) |
| (2) | Ibex and each of the Funds expressly disclaims beneficial ownership of the securities held by Mr. Borus. The filing of this Form 4 shall not be construed as an admission that any Reporting Person, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, is the beneficial owner of any of the securities reported herein other than the securities held directly by such Reporting Person. |
| (3) | On March 19, 2020, Mr. Borus entered into a Securities Purchase Agreement (the "SPA") with the Issuer whereby Mr. Borus agreed to purchase, for an aggregate purchase price of $1,500,000, 3,000,000 shares of Common Stock and warrants to purchase an additional 1,500,000 shares of Common Stock; provided that if the volume-weighted average trading price for the last twenty (20) consecutive trading days that conclude the six (6) month period after the initial closing under the SPA (the "Six Month Price") is less than $0.50 per share (the "Target Price"), the per share purchase price for the Common Stock will be automatically reduced to the Six Month Price, but in no event less than $0.35 per Share, in which case the Issuer shall issue to Mr. Borus, based on Mr. Borus' investment: (continued in footnote 4) |
| (4) | (a) shares of Common Stock in a quantity that equals the difference between the number of shares of Common Stock issued to Mr. Borus at closing and the number of shares of Common Stock that would have been issued to Mr. Borus at closing at the Six Month Price; and (b) a warrant for a number of warrant shares equal to fifty percent (50%) of the difference between the number of shares of Common Stock issued to Mr. Borus at closing and the number of shares of Common Stock that would have been issued to Mr. Borus at closing at the Six Month Price, with an exercise price equal to the sum of $0.10 per share and the Six Month Price, but in no event less than $0.45 per share. (continued in footnote 5) |
| (5) | The exercise price per share for the warrant issued at closing will automatically adjust to the sum of $0.10 per share and the Six Month Price, but in no event less than $0.45 per share. Mr. Borus expects the purchase under the SPA to close on or about April 15, 2020; if such purchase does not close for whatever reason, a Form 4 will be filed to rescind the transactions reported under this Form 4. |
| (6) | The warrant will be exercisable immediately upon acquisition at the closing of the SPA, which is expected to be on or about April 15, 2020, for a period of three years thereafter. If the SPA does not close precisely on April 15, 2020, this Form 4 will be amended accordingly. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Ibex Investors LLC
260 N. JOSEPHINE STREET, SUITE 300
DENVER, CO 80206 |
| X |
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Ibex Microcap Fund LLLP
260 N. JOSEPHINE STREET, SUITE 300
DENVER, CO 80206 |
| X |
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Lazarus Macro Micro Partners LLLP
260 N. JOSEPHINE STREET, SUITE 300
DENVER, CO 80206 |
| X |
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BORUS JUSTIN B
260 N. JOSEPHINE STREET, SUITE 300
DENVER, CO 80206 |
| X |
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Signatures
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| /s/ Justin B. Borus, for himself and as the Manager of Ibex (for itself and on behalf of the Funds) | | 3/23/2020 |
| **Signature of Reporting Person | Date |