Amended Statement of Beneficial Ownership (sc 13d/a)
April 15 2020 - 5:02PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No.
1)*
Barfresh
Food Group Inc.
(Name of Issuer)
Common
Stock, $0.000001 par value
(Title of Class
of Securities)
067532101
(CUSIP Number)
Ibex Investors
LLC
260 N. Josephine
Street, Suite 300
Denver, CO
80206
Attention:
Justin B. Borus
Telephone:
(303) 500-8821
(Name, Address
and Telephone Number of Person
Authorized to
Receive Notices and Communications)
April 13,
2020
(Date of Event
Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X].
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) for other parties to whom copies are to be sent.
* The remainder
of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior
cover page.
The information
required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes.)
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1.
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NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ibex
Investors LLC
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a) ☐
(b) ☒
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS (see instructions)
AF
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Colorado,
USA
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE
VOTING POWER
16,245,766
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8.
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SHARED
VOTING POWER
0
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9.
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SOLE
DISPOSITIVE POWER
16,245,766
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10.
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SHARED
DISPOSITIVE POWER
0
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,245,766
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2%
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14.
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TYPE
OF REPORTING PERSON (see instructions)
OO
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1.
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NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Justin
B. Borus
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a) ☐
(b) ☒
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS (see instructions)
AF,
PF
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE
VOTING POWER
20,745,766
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8.
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SHARED
VOTING POWER
0
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9.
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SOLE
DISPOSITIVE POWER
20,745,766
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10.
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SHARED
DISPOSITIVE POWER
0
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,745,766
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2%
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14.
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TYPE
OF REPORTING PERSON (see instructions)
IN
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1.
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NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ibex
Microcap Fund LLLP
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2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a) ☐
(b) ☒
|
|
|
3.
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|
SEC
USE ONLY
|
|
|
4.
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SOURCE
OF FUNDS (see instructions)
WC
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5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
USA
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE
VOTING POWER
16,242,766
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8.
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SHARED
VOTING POWER
0
|
|
9.
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SOLE
DISPOSITIVE POWER
16,242,766
|
|
10.
|
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SHARED
DISPOSITIVE POWER
0
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,242,766
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
|
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2%
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14.
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TYPE
OF REPORTING PERSON (see instructions)
PN
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1.
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NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lazarus
Macro Micro Partners LLLP
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2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a) ☐
(b) ☒
|
|
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
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SOURCE
OF FUNDS (see instructions)
WC
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
USA
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE
VOTING POWER
3,000
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8.
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SHARED
VOTING POWER
0
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9.
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SOLE
DISPOSITIVE POWER
3,000
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10.
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SHARED
DISPOSITIVE POWER
0
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000
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12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.002%
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14.
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TYPE
OF REPORTING PERSON (see instructions)
PN
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1.
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NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ibex
Investment Holdings LLC
|
|
|
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a) ☐
(b) ☒
|
|
|
3.
|
|
SEC
USE ONLY
|
|
|
4.
|
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5.
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
|
|
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
USA
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
7.
|
|
SOLE
VOTING POWER
16,245,766
|
|
8.
|
|
SHARED
VOTING POWER
0
|
|
9.
|
|
SOLE
DISPOSITIVE POWER
16,245,766
|
|
10.
|
|
SHARED
DISPOSITIVE POWER
0
|
|
|
|
|
|
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,245,766
|
|
|
12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
|
|
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2%
|
|
|
14.
|
|
TYPE
OF REPORTING PERSON (see instructions)
OO
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EXPLANATORY
NOTE
This Amendment
No. 1 to Schedule 13D (this “Amendment No. 1” or this “Statement”) is being filed with respect
to the beneficial ownership of Common Stock, par value $0.000001 per share (the “Common Stock”), of Barfresh
Food Group Inc. (the “Issuer”). This Amendment No. 1 amends and restates in its entirety Item 5 of the Schedule
13D originally filed on March 23, 2020.
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ITEM 5.
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Interest in Securities of the Issuer.
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(a) As
of the Event Date of April 13, 2020 and as of April 15, 2020 (the filing date of this Amendment No. 1), the Reporting Persons
beneficially own:
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(i)
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The
Fund directly owns 14,442,766 shares of Common Stock and warrants to purchase 1,800,000
shares of Common Stock, representing 11.2% of all of the outstanding shares of Common
Stock.
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(ii)
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Macro
Micro Partners directly owns 3,000 shares of Common Stock, representing 0.002% of all
of the outstanding shares of Common Stock.
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(iii)
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Mr.
Borus directly beneficially owns 3,000,000 shares of Common Stock and warrants to purchase
1,500,000 shares of Common Stock, representing 3.1% of all of the outstanding shares
of Common Stock.
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(iv)
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The
Investment Manager, as the investment manager and general partner of the Fund and Macro
Micro Partners, may be deemed to beneficially own the 14,445,766 shares of Common Stock
held by the Fund and Macro Micro Partners and the warrants to purchase 1,800,000 shares
of Common Stock held by the Fund, representing 11.2% of all of the outstanding shares
of Common Stock.
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(v)
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IM
Holdings, as the sole member of the Investment Manager, may be deemed to beneficially
own the 14,445,766 shares of Common Stock held by the Fund and Macro Micro Partners and
the warrants to purchase 1,800,000 shares of Common Stock held by the Fund, representing
11.2% of all of the outstanding shares of Common Stock.
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(vi)
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Mr.
Borus, as the manager of the Investment Manager and IM Holdings, may be deemed to beneficially
own the 14,445,766 shares of Common Stock held by the Fund and Macro Micro Partners and
the warrants to purchase 1,800,000 shares of Common Stock held by the Fund, representing
11.2% of all of the outstanding shares of Common Stock. Together with the securities
beneficially owned directly by Mr. Borus as set forth in clause (iii) above, Mr. Borus
may be deemed to beneficially own 17,445,766 shares of Common Stock and warrants to purchase
3,300,000 shares of common stock, representing 14.2% of all of the outstanding shares
of Common Stock.
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Each
Reporting Person disclaims beneficial ownership of any shares of Common Stock other than the shares beneficially owned directly
by such Reporting Person.
The
foregoing percentages set forth in this response are based on 143,247,603 shares of Common Stock outstanding as of April 6, 2020,
as reported by the Issuer in its Annual Report on Form 10-K filed with the SEC on April 13, 2020.
(b) The
Fund has, and each of the Investment Manager, IM Holdings and Mr. Borus may be deemed to have, the power to vote or direct the
vote of and to dispose or direct the disposition of 14,442,766 shares of Common Stock and warrants to purchase 1,800,000 shares
of Common Stock reported herein. Macro Micro Partners has, and each of the Investment Manager, IM Holdings and Mr. Borus may be
deemed to have, the power to vote or direct the vote of and to dispose or direct the disposition of 3,000 shares of Common Stock
reported herein. Mr. Borus will, upon acquisition (see Item 4), have the power to vote or direct the vote of and to dispose or
direct the disposition of 3,000,000 shares of Common Stock and warrants to purchase 1,500,000 shares of Common Stock reported
herein.
(c) Other
than as set forth in Item 4, no transactions in the Common Stock have been effected by any Reporting Person in the last sixty
(60) days.
(d) Not
applicable.
(e) Not
applicable.
SIGNATURE
After reasonable
inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information with respect to it set
forth in this Statement is true, complete and correct.
Dated: April 15, 2020
Justin B. Borus
Ibex Investors LLC
Ibex Microcap Fund LLLP
Lazarus Macro Micro Partners LLLP
Ibex Investment Holdings LLC
By: /s/
Justin B. Borus
Justin B. Borus,
for himself and as the Manager of each of IM Holdings and the Investment Manager (for itself and on behalf of the Fund and Macro
Micro Partners)