Amended Statement of Beneficial Ownership (sc 13d/a)
September 28 2020 - 10:04AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
13D
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 3)*
Barfresh Food Group
Inc.
(Name of Issuer)
Common Stock, $0.000001 par value
(Title of
Class of Securities)
067532101
(CUSIP Number)
Ibex Investors LLC
260 N. Josephine Street, Suite 300
Denver, CO 80206
Attention: Justin B. Borus
Telephone: (303) 500-8821
(Name, Address
and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 23, 2020
(Date of Event
Which Requires Filing of this Statement)
If the filing person
has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box x.
Note. Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes.)
CUSIP No. 067532101
|
1.
|
Names of Reporting Persons
|
Ibex Investors LLC
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
AF
|
5.
|
Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e) ¨
|
|
6.
|
Citizenship or Place of Organization
|
Colorado, USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
|
|
7. SOLE VOTING POWER
|
16,245,766
|
|
|
|
|
8. SHARED VOTING POWER
|
0
|
|
|
|
|
9. SOLE DISPOSITIVE POWER
|
16,245,766
|
|
|
|
|
10. SHARED DISPOSITIVE POWER
|
0
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
16,245,766
|
12.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) ¨
|
|
13.
|
Percent of Class Represented by Amount in Row (9)
|
11.2%
|
14.
|
Type of Reporting Person (See Instructions)
|
OO
CUSIP No. 067532101
|
1.
|
Names of Reporting Persons
|
Justin B. Borus
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
AF, PF
|
5.
|
Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e) ¨
|
|
6.
|
Citizenship or Place of Organization
|
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
|
|
7. SOLE VOTING POWER
|
22,674,337
|
|
|
|
|
8. SHARED VOTING POWER
|
0
|
|
|
|
|
9. SOLE DISPOSITIVE POWER
|
22,674,337
|
|
|
|
|
10. SHARED DISPOSITIVE POWER
|
0
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
22,674,337
|
12.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) ¨
|
|
13.
|
Percent of Class Represented by Amount in Row (9)
|
15.4%
|
14.
|
Type of Reporting Person (See Instructions)
|
IN
CUSIP No. 067532101
|
1.
|
Names of Reporting Persons
|
Ibex Microcap Fund LLLP
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
WC
|
5.
|
Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e) ¨
|
|
6.
|
Citizenship or Place of Organization
|
Delaware, USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
|
|
7. SOLE VOTING POWER
|
16,242,766
|
|
|
|
|
8. SHARED VOTING POWER
|
0
|
|
|
|
|
9. SOLE DISPOSITIVE POWER
|
16,242,766
|
|
|
|
|
10. SHARED DISPOSITIVE POWER
|
0
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
16,242,766
|
12.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) ¨
|
|
13.
|
Percent of Class Represented by Amount in Row (9)
|
11.2%
|
14.
|
Type of Reporting Person (See Instructions)
|
PN
CUSIP No. 067532101
|
1.
|
Names of Reporting Persons
|
Lazarus Macro Micro Partners LLLP
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
WC
|
5.
|
Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e) ¨
|
|
6.
|
Citizenship or Place of Organization
|
Delaware, USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
|
|
7. SOLE VOTING POWER
|
3,000
|
|
|
|
|
8. SHARED VOTING POWER
|
0
|
|
|
|
|
9. SOLE DISPOSITIVE POWER
|
3,000
|
|
|
|
|
10. SHARED DISPOSITIVE POWER
|
0
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
3,000
|
12.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) ¨
|
|
13.
|
Percent of Class Represented by Amount in Row (9)
|
0.002%
|
14.
|
Type of Reporting Person (See Instructions)
|
PN
CUSIP No. 067532101
|
1.
|
Names of Reporting Persons
|
Ibex Investment Holdings LLC
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
AF
|
5.
|
Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e) ¨
|
|
6.
|
Citizenship or Place of Organization
|
Delaware, USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
|
|
7. SOLE VOTING POWER
|
16,245,766
|
|
|
|
|
8. SHARED VOTING POWER
|
0
|
|
|
|
|
9. SOLE DISPOSITIVE POWER
|
16,245,766
|
|
|
|
|
10. SHARED DISPOSITIVE POWER
|
0
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
16,245,766
|
12.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) ¨
|
|
13.
|
Percent of Class Represented by Amount in Row (9)
|
11.2%
|
14.
|
Type of Reporting Person (See Instructions)
|
OO
EXPLANATORY NOTE
This Amendment No. 3 to Schedule 13D (this
“Amendment No. 3” or this “Statement”) is being filed with respect to the beneficial ownership
of Common Stock, par value $0.000001 per share (the “Common Stock”), of Barfresh Food Group Inc. (the “Issuer”).
This Amendment No. 3 supplements Item 4 and amends and restates in its entirety Item 5 of the Schedule 13D originally filed on
March 23, 2020, as amended (the “Existing 13D”).
|
ITEM 4.
|
Purpose of Transaction.
|
Per the terms of the SPA (as defined in
the Existing 13D), as of September 23, 2020, automatically, and for no additional consideration: (1) Mr. Borus became entitled
to an additional 1,285,714 shares of Common Stock (such that the blended price for the 3,000,000 shares reported in the Existing
13D and the additional 1,285,714 shares reported in this Amendment No. 3 is $0.35 per share); (2) Mr. Borus became entitled to
an additional 642,857 warrants to purchase Common Stock at an exercise price of $0.45 per share; and (3) the exercise price of
the 1,500,000 warrants reported in the Existing 13D has been reset to $0.45 per share.
|
ITEM 5.
|
Interest in Securities of the Issuer.
|
(a) As
of the Event Date of September 23, 2020 and as of September 28, 2020 (the filing date of this Amendment No. 3), the Reporting Persons
beneficially own:
|
(i)
|
The Fund directly owns 14,442,766 shares of Common Stock and warrants to purchase 1,800,000 shares
of Common Stock, representing 11.2% of all of the outstanding shares of Common Stock.
|
|
(ii)
|
Macro Micro Partners directly owns 3,000 shares of Common Stock, representing 0.002% of all of
the outstanding shares of Common Stock.
|
|
(iii)
|
Mr. Borus directly beneficially owns 4,285,714 shares of Common Stock and warrants to purchase
2,142,857 shares of Common Stock, representing 4.4% of all of the outstanding shares of Common Stock.
|
|
(iv)
|
The Investment Manager, as the investment manager and general partner of the Fund and Macro Micro
Partners, may be deemed to beneficially own the 14,445,766 shares of Common Stock held by the Fund and Macro Micro Partners and
the warrants to purchase 1,800,000 shares of Common Stock held by the Fund, representing 11.2% of all of the outstanding shares
of Common Stock.
|
|
(v)
|
IM Holdings, as the sole member of the Investment Manager, may be deemed to beneficially own the
14,445,766 shares of Common Stock held by the Fund and Macro Micro Partners and the warrants to purchase 1,800,000 shares of Common
Stock held by the Fund, representing 11.2% of all of the outstanding shares of Common Stock.
|
|
(vi)
|
Mr. Borus, as the manager of the Investment Manager and IM Holdings, may be deemed to beneficially
own the 14,445,766 shares of Common Stock held by the Fund and Macro Micro Partners and the warrants to purchase 1,800,000 shares
of Common Stock held by the Fund, representing 11.2% of all of the outstanding shares of Common Stock. Together with the securities
beneficially owned directly by Mr. Borus as set forth in clause (iii) above, Mr. Borus may be deemed to beneficially own 18,731,480
shares of Common Stock and warrants to purchase 3,942,857 shares of Common Stock, representing 15.4% of all of the outstanding
shares of Common Stock.
|
Each Reporting Person disclaims
beneficial ownership of any shares of Common Stock other than the shares beneficially owned directly by such Reporting Person.
The foregoing percentages set forth
in this response are based on 143,643,146 shares of Common Stock outstanding as of July 30, 2020, as reported by the Issuer in
its Quarterly Report on Form 10-Q filed with the SEC on August 13, 2020.
(b) The
Fund has, and each of the Investment Manager, IM Holdings and Mr. Borus may be deemed to have, the power to vote or direct the
vote of and to dispose or direct the disposition of 14,442,766 shares of Common Stock and warrants to purchase 1,800,000 shares
of Common Stock reported herein. Macro Micro Partners has, and each of the Investment Manager, IM Holdings and Mr. Borus may be
deemed to have, the power to vote or direct the vote of and to dispose or direct the disposition of 3,000 shares of Common Stock
reported herein. Mr. Borus has the power to vote or direct the vote of and to dispose or direct the disposition of 4,285,714 shares
of Common Stock and warrants to purchase 2,142,857 shares of Common Stock reported herein.
(c) Other
than as set forth in Item 4, no transactions in the Common Stock have been effected by any Reporting Person in the last sixty (60)
days.
(d) Not
applicable.
(e) Not
applicable.
SIGNATURE
After reasonable inquiry and to the best
of its knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this Statement
is true, complete and correct.
Dated: September 28, 2020
Justin B. Borus
Ibex Investors LLC
Ibex Microcap Fund LLLP
Lazarus Macro Micro Partners LLLP
Ibex Investment Holdings LLC
By:
|
/s/ Justin B. Borus
|
|
|
Justin B. Borus, for himself and as the
Manager of
each of IM Holdings and the
Investment Manager (for itself and on behalf
of the Fund and Macro Micro Partners)
|
|