Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On April 28, 2020, the Board of Directors (“Board”) of Barfresh Food Group Inc., a Delaware corporation (the “Company” or “Barfresh”) appointed Justin Borus to serve as a director, filling a vacancy. The effective date of Mr. Borus’ appointment is April 29, 2020.

Mr. Borus has approximately 20 years of capital markets expertise. He has been the Chief Investment Officer of Ibex Investors, LLC, a firm focused on niche, differentiated strategies including microcap companies for over 10 years. Prior to joining Ibex, he worked in both the private equity and investment banking groups at Bear, Stearns & Co. Inc. in New York and London. Mr. Borus has served on the Board of Directors of several non-profits including the Anti-Defamation League and Colorado Public Radio.

On March 19, 2020, Mr. Borus entered into a Securities Purchase Agreement (the “SPA”) with Barfresh 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 (the instrument evidencing the same, the “Warrant”) (subject to adjustment as provided in the SPA based on the volume-weighted average trading price for the common stock for the last twenty (20) consecutive trading days that conclude the six (6) month period after the initial closing under the SPA. On March 19, 2020, Mr. Borus also entered into an Escrow Agreement (the “Escrow Agreement”) which provides for funding (on or about April 15, 2020) into an escrow account until the minimum aggregate offering size of $3 million was reached. Mr. Borus agreed to acquire the foregoing securities in the belief that such securities are an attractive investment.

Mr. Borus and Barfresh have been contemplating that Mr. Borus may become a director of Barfresh since April 2020. Further, Mr. Borus and his affiliates have had and may continue to have discussions with Barfresh’s management and members of its Board regarding Barfresh’s business, strategies and operations. There are no other arrangements or understandings between Mr. Borus and any other persons pursuant to which he was appointed a director.

Mr. Borus, by virtue of his personal investment mentioned in the foregoing paragraph and management control over other investment funds, 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.

There are no other current or proposed transactions in which Mr. Borus has a direct or indirect material interest in which the Corporation is involved and in which the amount involved exceeds the lesser of $120,000 or one percent of the average of the Corporation’s total assets at year-end for the last two completed fiscal years.