Current Report Filing (8-k)
April 30 2020 - 3:04PM
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): April 28, 2020
BARFRESH
FOOD GROUP INC.
(Exact
name of registrant as specified in its charter)
Delaware
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000-55131
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27-1994406
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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3600
Wilshire Boulevard Suite 1720, Los Angeles, California 90010
(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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act: None
Securities
registered pursuant to Section 12(g) of the Act:
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Title
of each class
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common
stock, $0.000001 par value
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
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.
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.
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Barfresh Food Group Inc.,
a Delaware corporation
(Registrant)
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Date: April 30, 2020
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/s/ Raffi Loussararian
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By:
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Raffi Loussararian
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Its:
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VP Finance
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