Item
8.01 Other Events
On
March 4, 2020, the U.S. Securities and Exchange Commission (the “SEC”) issued an order (Release No. 34-88318) under
Section 36 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), granting exemptions from specified
provisions of the Exchange Act and certain rules thereunder. On March 25, 2020, the order was modified and superseded by a new
SEC order (Release No. 34-88465) that provides conditional relief to public companies with respect to their filing requirements
as a result of the recent coronavirus (“COVID-19”) outbreak (the “SEC Order”). Barfresh Food Group, Inc.,
a Delaware corporation (“Barfresh”) will be relying on the SEC Order related to the timing of the filing of its Quarterly
Report on Form 10-Q for the quarter ended March 31, 2020 (the “Quarterly Report”) due to circumstances related to
the COVID-19 outbreak.
As
a result of COVID-19, Barfresh has been following the recommendations of health authorities to minimize exposure risk for our
employees for the past several weeks, including allowing employees to work remotely to the extent possible. This has impacted
the normal interactions and collaborations among our accounting and financial reporting personnel involved with the completion
of the quarterly review and preparation of the Quarterly Report. This is impacting the timing of the review, preparation and completion
of our financial statements for the first quarter of 2020.
Although
Barfresh can provide no assurance, Barfresh does plan to file the Quarterly Report on June 19, 2020, but, in any event,
no later than June 29, 2020, which is 45 days from the Quarterly Report’s original filing deadline of May 15, 2020. If the
Quarterly Report is filed by June 29, 2020, the filing will be deemed timely by the SEC.
The
Company is updating its risk factors previously disclosed in the Company’s 10-K filed on April 13, 2020 with the following
additional risk factor:
The
coronavirus (“COVID-19”) pandemic has impacted our business practices and the effects of its continued impact on our
business, results of operations, and financial condition will depend on future developments, which cannot be predicted.
The
COVID-19 pandemic has caused us to modify our business practices (including adhering to “shelter-in-place” orders,
limiting employee travel, and cancelling physical participation in meetings, events and conferences), and we may take further
actions that may be required by government authorities or that we determine are in the best interests of our employees, customers
and business partners. We are uncertain that such measures will be sufficient to mitigate the risks posed by the virus or otherwise
be satisfactory to government authorities and how long we will be required to continue these measures. Operating under the “shelter-in-place”
orders has made it more challenging and time-consuming for us to conduct certain of our operations. The effects of operating under
the “shelter-in-place” orders may continue to negatively impact productivity, disrupt our operations and negatively
impact our business and financial condition, the magnitude of which will depend, in part, on the length and severity of the restrictions
and other limitations on our ability to conduct our business in the ordinary course. For example, “shelter-in-place”
restrictions have impacted normal interactions and collaborations among our accounting and financial reporting personnel which
has led to a delay in our ability to prepare, complete and file our Quarterly Report on Form 10-Q for the first quarter of 2020.
The
spread of COVID-19, which has caused a broad impact globally, may materially affect us economically. While the potential economic
impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, the widespread pandemic could result in
significant disruption of global financial markets, reducing our ability to access capital, which could in the future negatively
affect our liquidity. In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect
our business and the value of our common stock. Although we are taking steps to mitigate all of these effects, the occurrence
of any of these disruptions, including of our own operations, could harm our operations and financial condition and increase our
costs and expenses.
The
extent to which the COVID-19 pandemic continues to impact our business, results of operations and financial condition will depend
on future developments, which are uncertain and cannot be predicted, including, but not limited to, the duration and spread of
the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic
and operating conditions can resume. Even after the coronavirus outbreak has subsided, we may experience materially adverse impacts
to our business as a result of its global human and economic impact.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains statements as to Barfresh’s beliefs and expectations as to the effects that the COVID-19
pandemic may have on our business, which are forward-looking statements. These forward-looking statements are subject to risks
and uncertainties that could cause actual results to differ materially from the statements made. These risks and uncertainties
include, but are not limited to, those described in the risk factor above. Except as required by law, Barfresh does not undertake
any obligation to release publicly any revisions to forward-looking statements made by it to reflect events or circumstances occurring
after the date hereof or the occurrence of unanticipated events.