Amended Quarterly Report (10-q/a)
July 21 2020 - 6:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A
Amendment
No. 1
(Mark
One)
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended March 31, 2020
or
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ________________ to ___________________
Commission
File Number: 000-55131
BARFRESH
FOOD GROUP INC.
(Exact
name of registrant as specified in its charter)
Delaware
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27-1994406
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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|
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3600
Wilshire Blvd., Suite 1720,
Los
Angeles, California
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90010
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(Address
of principal executive offices)
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(Zip
Code)
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310-598-7113
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name, former address and former fiscal year, if changed since last report)
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
[X]
Yes [ ] No
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[X]
Yes [ ] No
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)
Large
Accelerated Filer [ ]
|
Accelerated
Filer [ ]
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Non-Accelerated
Filer (do not check if Smaller Reporting Company) [ ]
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Smaller
Reporting Company [X]
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Emerging
Growth Company [ ]
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|
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. [ ]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[ ]
Yes [X] No
As
of July 10, 2020, there were 143,247,603 outstanding shares of common stock of the registrant.
Securities
registered pursuant to Section 12(b) of the Act: None
Securities
registered pursuant to Section 12(g) of the Act:
Title
of each class
|
common
stock, $0.000001 par value
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EXPLANATORY
NOTE
Barfresh
Food Group, Inc., a Delaware corporation (“Barfresh” or the “Company”) is filing this Amendment No. 1
(this “Amendment”) to its Annual Report on Form 10-Q for the quarter ended March 31, 2020 (the “Original 10-Q”),
as originally filed with the Securities and Exchange Commission (the “SEC”) on June 25, 2020, solely to disclose that
the Company had filed the Original 10-Q after the May 15, 2020 deadline applicable to the Company for the filing of a Form 10-Q
in reliance on the 45-day extension provided by an order issued by the SEC pursuant to Section 36 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”) (Release No. 34-88465 dated March 25, 2020) (the “Order”).
On
May 14, 2020, the Company filed a Current Report on Form 8-K to indicate its intention to rely on the Order for such extension.
Consistent with the Company’s statements made in the Form 8-K, Barfresh was unable to file the Original 10-Q prior
to the prescribed May 15, 2020 filing date because the Company’s operations have been impacted by the novel coronavirus
disease 2019 ( “COVID-19”). As a result of COVID-19, Barfresh has been following the recommendations of health authorities
to minimize exposure risk for our employees, including allowing employees to work remotely to the extent possible. This 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 Original 10-Q. This impacted the timing of the review, preparation and completion
of our financial statements for the first quarter of 2020.
In
accordance with Rule 12b-15 under the Exchange Act, the Company is including in this Amendment certifications from its principal
executive officer and principal financial officer as required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act as exhibits
to this Amendment. Because no financial statements have been included in this Amendment and this Amendment does not contain or
amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been
omitted. Similarly, we are not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial
statements are being filed with this Amendment.
Except
as described above, this Amendment does not amend, modify or update the information in, or exhibits to, the Original 10-Q. Furthermore,
this Amendment does not change any previously reported financial results nor does it reflect events occurring after the filing
of the Original 10-Q. This Amendment should be read in conjunction with the Original 10-Q and with the Company’s other filings
made with the SEC subsequent to the filing of the Original 10-Q.
Item
6. 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 thereunto duly authorized.
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BARFRESH
FOOD GROUP INC.
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Date:
July 20, 2020
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By:
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/s/
Riccardo Delle Coste
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Riccardo
Delle Coste
Chief
Executive Officer
(Principal
Executive Officer)
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Date:
July 20, 2020
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By:
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/s/
Raffi Loussararian
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Vice
President of Finance
(Principal
Accounting Officer)
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