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): December 29, 2021
BARFRESH FOOD GROUP INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-55131 | 27-1994406 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
3600 Wilshire Boulevard Suite 1720, Los Angeles, California 90010
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (310) 598-7113
Not applicable
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | Not applicable | Not applicable |
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The registrant filed a Certificate of Amendment of Certificate of Incorporation with an effective date of December 29, 2021, to implement a 1-for-13 reverse stock split of its issued and outstanding shares of common stock. The total number of authorized shares remain unchanged. The registrant’s common stock will begin trading on a post-split basis on the OTCQB at the open of trading on December 29, 2021 under the temporary trading symbol “BRFHD”. The “D” lettering will be removed within 20 business days if the stock is still trading on the OTCQB, or upon the listing of the registrant’s common stock on a National Exchange, whichever comes first. At that time, the registrant’s trading symbol will revert back to “BRFH.” The new CUSIP number for the registrant’s common stock is 06753220.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 3.1 | Certificate of Amendment of Certificate of Incorporation | |
| 99.1 | Press Release of Barfresh Food Group Inc. dated December 29, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
|
Barfresh Food Group Inc., a Delaware corporation (Registrant) |
||
| Date: December 29, 2021 | /s/ Riccardo Delle Coste | |
| By: | Riccardo Delle Coste | |
| Its: | Chief Executive Officer | |
Exhibit 3.1
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
Barfresh Food Group Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:
FIRST: That by means of a unanimous written consent the Board of Directors of Barfresh Food Group Inc. adopted resolutions setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and recommending its adoption by the stockholders of said corporation. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Board declares it advisable and in the best interests of the Corporation to amend its Certificate of Incorporation to effect a reverse stock split at a ratio in the range of 1-for-2 to 1-for-40, with such ratio to be determined in the discretion of the Board and with such reverse stock split to be effected at such time and date as determined by the Board in its sole discretion (but in no event later than December 31, 2021).
SECOND: That by means of a written consent by stockholders holding a majority of the issued and outstanding shares of common stock of the corporation, in accordance with the requirements of the Delaware General Corporation Law, the proposed amendment was approved by the necessary number of shares as required by statute.
THIRD: That at a meeting of the Board of Directors of Barfresh Food Group Inc., resolutions were duly adopted setting forth the specifics of the proposed amendment of the Certificate of Incorporation of said corporation. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Board declares it advisable and in the best interests of the Corporation to amend its Certificate of Incorporation to effect a reverse stock split of the issued and outstanding shares of common stock in a ratio of 1-for-13, and that in lieu of issuing fractional shares the number of shares to which a holder shall be entitled shall be rounded up to the nearest whole share;
FOURTH: Accordingly, Article IV of the Certificate of Incorporation is hereby amended by adding a third paragraph which states:
“Upon the effectiveness of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, each thirteen (13) shares of Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock (the “Reverse Stock Split”). No fractional shares shall be issued in connection with the Reverse Stock split. In lieu of issuing fractional shares, the number of shares to be issued to a stockholder shall be rounded up to the nearest whole share. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.”
The total number of shares of all classes of stock which the Corporation shall have authority to issue is 300,000,000 shares, consisting of 295,000,000 shares of common stock, par value $0.000001 per share (“Common Stock”), and 5,000,000 shares of preferred stock, par value $0.000001 per share (“Preferred Stock”).”
FIFTH: This Certificate of Amendment shall be effective as of 12:01a.m. on December 29, 2021 (the “Effective Time”).
IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed this 17th day of December, 2021.
| By: | /s/ Arnold Tinter | |
| Arnold Tinter, Corporate Secretary |
Exhibit 99.1
Barfresh Completes Reverse Stock Split in Connection with Application for
Uplisting to a National Exchange
Company Expects Fourth Quarter 2021 Revenue to Exceed $2 Million; Highest Quarterly Revenue in
Company History
LOS ANGELES, December 29, 2021 (GLOBE NEWSWIRE) — Barfresh Food Group Inc. (the “Company” or “Barfresh”) (OTCQB: BRFH), a provider of frozen, ready-to-blend and ready-to-drink beverages, today announced it completed a reverse stock split of its shares of common stock at a ratio of 1-for-13 (1:13). The Company’s stock will begin trading on a post-split basis on the OTCQB at the open of trading on December 29, 2021 under the temporary trading symbol “BRFHD”. The “D” lettering will be removed within 20 business days if the stock is still trading on the OTCQB, or upon the listing of the Company’s common stock on a National Exchange, whichever comes first. At that time, the Company’s trading symbol will revert back to “BRFH.” The new CUSIP number for the Company’s common stock is 06753220.
The reverse stock split was implemented by the Company in connection with its application to uplist the Company’s common stock on a National Exchange. The reverse stock split is intended to fulfill the stock price requirements for initial listing on a National Exchange.
Riccardo Delle Coste, Chief Executive Officer of Barfresh commented, “We will enter 2022 with more than double the number of schools selling our product and many additional channels including restaurants and military beginning to reorder products. The month of December will be the largest recorded month of sales in our company history and we expect our fourth quarter 2021 to exceed $2 million in revenue. In addition, we are in a very strong financial position with a healthy cash balance and no debt at the end of 2021.”
“We completed our reverse stock split from a position of strength and believe this is one of the final steps before we are approved for an uplist to a National Exchange. We feel an uplisting is a necessary step and will add long-term shareholder value as we garner greater interest in our company from the broader investment community.”
At the effective time of the 1:13 reverse stock split, every thirteen shares of the Company’s issued and outstanding common stock will be automatically converted into one share of issued and outstanding common stock, with any fractional shares rounded up to one whole share. The reverse stock split will reduce the number of shares of the Company’s common stock outstanding from approximately 167.8 million shares to approximately 12.9 million shares. Shareholders holding shares through a brokerage account will have their shares automatically adjusted to reflect the reverse stock split.
About Barfresh Food Group
Barfresh Food Group Inc. (OTCQB: BRFH) is a developer, manufacturer and distributor of ready-to-blend and ready-to-drink beverages, including smoothies, shakes and frappes, primarily for restaurant chains and the foodservice industry. The company’s proprietary, patented system uses portion-controlled pre-packaged beverage ingredients that deliver freshly made frozen beverages that are quick, cost efficient, better for you and without waste. Barfresh has an exclusive distribution partnership with the leading food distributor in North America. For more information, please visit www.barfresh.com.
Forward Looking Statements
Except for historical information herein, matters set forth in this press release are forward-looking, including statements about the Company’s commercial progress, success of its strategic relationship(s), and projections of future financial performance. These forward-looking statements are identified by the use of words such as “grow”, “expand”, “anticipate”, “intend”, “estimate”, “believe”, “expect”, “plan”, “should”, “hypothetical”, “potential”, “forecast” and “project”, “continue,” “could,” “may,” “predict,” and “will” and variations of such words and similar expressions are intended to identify such forward-looking statements. All statements, other than statements of historical fact, included in the press release that address activities, events or developments that the Company believes or anticipates will or may occur in the future are forward-looking statements. These statements are based on certain assumptions made based on experience, expected future developments and other factors the Company believes are appropriate under the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. The contents of this release should be considered in conjunction with the Company’s recent filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including any warnings, risk factors and cautionary statements contained therein. Furthermore, the Company expressly disclaims any current intention to update publicly any forward-looking statements after the distribution of this release, whether as a result of new information, future events, changes in assumptions or otherwise.
Investor Relations
John Mills
ICR
646-277-1254
John.Mills@icrinc.com
Deirdre Thomson
ICR
646-277-1283
Deirdre.Thomson@icrinc.com