AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of
of Report (Date of earliest event reported): March 23,
FOOD GROUP INC.
name of registrant as specified in its charter)
or other jurisdiction
Wilshire Boulevard Suite 1720, Los Angeles, California
of principal executive offices)
telephone number, including area code: (310)
name or former address, if changed since last report.)
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:
communications pursuant to Rule 425 under the Securities Act (17
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
registered pursuant to Section 12(b) of the Act:
of each class
of each exchange on which registered
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).
growth company [ ]
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.
1.01 Entry into a Material Definitive Agreement.
March 18, 2020, Barfresh Food Group, Inc., a Delaware corporation,
(the “Company”) entered into Securities Purchase Agreements
(“Purchase Agreement”) with accredited and institutional investors
for the sale of common stock and warrants for an aggregate purchase
price of $5,870,648.54 (“Financing”), the proceeds of which will be
used for general working capital.
initial subscription price of the securities is based on $0.50 per
share of common stock (“Per Share Purchase Price”), which price is
subject to adjustments as provided in the Purchase Agreement.
Investors will receive warrants to purchase 50% of the final number
of shares purchased (“Warrants”). The Warrants are exercisable for
a term of three years at an initial exercise price of $0.60 per
share, subject to adjustments.
Company closed on the first tranche of this financing on March 23,
2020 and issued 8,691,301 shares of common stock and Warrants to
purchase 4,345,651 shares of common stock to investors. Of the
subscribed amounts, $2,045,649 was satisfied through conversion of
debt held by current note holders. In addition, other note holders
extended the maturity dates of approximately $1,100,000 of
convertible notes issued in March 2018 from March 2020 to March
2022 and extended the maturity date of approximately $200,000 of
convertible notes issued in November 2018 from November 2020 to
Company expects to have a final closing within 90 days of the
respect to the price adjustments under the Purchase Agreement and
the Warrants, if the volume-weighted average trading price for the
20 consecutive trading days that conclude upon 6 months after the
initial closing (the “Six Month Price”) exceeds or equals $0.50 per
share (the “Target Price”), the Per Share Purchase Price will not
be adjusted. If the Six Month Price is less than the Target Price,
the Per Share Purchase Price will be automatically reduced to the
Six Month Price, but in no event less than $0.35 per Share, in
which case the Company shall issue to each investor, pro-rata based
on such investor’s investment: (a) shares in a quantity that equals
the difference between the number of shares issued to such
Purchaser at closing and the number of shares that would have been
issued to such purchaser at closing at the Six Month Price; and (b)
a warrant for a number of shares of common stock equal to 50% of
the difference between the number of shares issued to such investor
at closing and the number of shares that would have been issued to
such investor at closing at the Six Month Price, with an exercise
price equal to the sum of $0.10 per share and the Six Month Price,
but in no eventless than $0.45 per share. The exercise price per
share for each warrant will automatically adjust to the sum of
$0.10 per share and the Six-Month Price, but in no event less than
$0.45 per share.
above descriptions of the material terms of the Purchase Agreement
and Warrants are qualified in their entirety by reference to such
documents to be filed with the Company’s Quarterly Report on Form
10-Q for the quarterly period ending March 31, 2020.
disclosures set forth in Item 3.03 are incorporated herein by
3.02 Unregistered Sales of Equity Securities.
disclosures set forth in Item 3.02 and 3.03 describing the
financing transaction and modifications to debentures are
incorporated herein by this reference.
transactions discussed in Item 3.02 and 3.03 are exempt from
registration pursuant to Section 4(a)(2) of the Securities Act, and
corresponding provisions of state securities laws or,
alternatively, Section 3(a)(9) of the Securities Act and
corresponding provisions of state securities laws, on the basis
that (i) offers were made to a limited number of existing warrant
holders, (ii) each offer was made through direct communication with
the offerees by the Company, (iii) the sophistication of the
offerees and financial ability to bear risks (iv) the extensive
disclosure provided by the Company to the offerees, and (v) no
general solicitation and no commission or remuneration was paid for
3.03 Material Modification to Rights of Security
disclosures set forth in Item 1.01 describing the extensions of
maturity dates of convertible notes held by subscribing note
holders are incorporated herein by this reference.
consideration for the 2 year extension of the maturity date of the
convertible notes due in March 2020, the debentures were amended to
adjust the interest rate to 15.0% during the extended term. In
addition, the conversion price for the conversion of the principal
and the exercise price of the warrant issued in connection with the
debenture was set to $0.50 per share, subject to similar
adjustments provided in the offering. In addition, the Company
shall issue to the holders a warrant to purchase 50% of the shares
issuable upon on conversion of the principal under the debenture.
The warrants are exercisable for a term of three years at an
initial exercise price of $0.60 per share, subject to adjustments.
In lieu of the foregone value based on the calculation for interest
payable for the past two years, the Company will provide holder
converting all of the principal a 20% bonus interest
consideration for the 1 year extension of the maturity date of the
convertible notes due in November 2020, the Company issued those
noteholders 56,000 share of common stock.
portions of the press release contain “forward-looking statements.”
These forward-looking statements can generally be identified as
such because the context of the statement will include words, such
as “expects,” “should,” “believes,” “anticipates” or words of
similar import. Similarly, statements that describe future plans,
objectives, expectations or goals are also forward-looking
statements. While the Company is working to achieve those goals and
strategies, actual results could differ materially from those
projected in the forward-looking statements as a result of a number
of risks and uncertainties. In light of significant risks and
uncertainties inherent in forward-looking statements included
herein, the inclusion of such statements should not be regarded as
a representation by the Company that they will achieve such
forward-looking statements. For further details and a discussion of
these and other risks and uncertainties, please see our most recent
reports on Form 10-K and Form 10-Q, as filed with the Securities
and Exchange Commission, as they may be amended from time to time.
The Company undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new information,
future events, or otherwise.
9.01. Financial Statements and Exhibits.
following exhibit relating to Items 1.01, 3.02 and 3.03 shall be
deemed to be furnished, and not filed:
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.
Food Group Inc.,
March 23, 2020
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