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): August 1, 2022
BARFRESH FOOD GROUP INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41228 | 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)
Registrant’s telephone number, including area code: (310) 598-7113
N/A
(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 | Name of each exchange on which registered | ||
| Common Stock, $0.000001 par value | BRFH | The Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act: None
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.
As disclosed below in Item 5.07, the Company amended its Certificate of Incorporation to reduce the number of authorized shares of Common Stock from 295,000,000 to 23,000,000 and the number of shares of Preferred Stock from 5,000,000 to 400,000. The effective date of the amendment is August 2, 2022.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of stockholders on Monday, August 1, 2022, at which meeting the Company’s stockholders voted upon the following matters:
| ● | The election of seven members of the Company’s board of directors; | |
| ● | The ratification of the appointment of Eide Bailly LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022; | |
| ● | The approval, on an advisory basis, of the compensation of the Company’s Named Executive Officers (as defined in its 2022 proxy statement); | |
| ● | The approval and adoption of the Certificate of Information of the Company to reduce the number of authorized shares of Common Stock from 295,000,000 to 23,000,000 and the number of shares of Preferred Stock from 5,000,000 to 400,000; and | |
| ● | The indication, on an advisory basis, of the preferred frequency of stockholder advisory votes on the compensation of our Named Executive Officers. |
Election of Directors
At the annual meeting, all of the Company’s current directors were re-elected. The following is a summary of the votes cast at the annual meeting with respect to the election of directors:
| Name | Votes in Favor | Votes Withheld | ||||||
| Riccardo Delle Coste | 7,946,638 | 17,510 | ||||||
| Steven Lang | 7,797,869 | 166,279 | ||||||
| Arnold Tinter | 7,789,633 | 174,515 | ||||||
| Joseph M. Cugine | 7,954,330 | 9,818 | ||||||
| Alexander H. Ware | 7,798,638 | 165,510 | ||||||
| Isabelle Ortiz-Cochet | 7,963,982 | 166 | ||||||
| Justin Borus | 7,954,377 | 9,771 | ||||||
Ratification of Independent Registered Public Accounting Firm
At the annual meeting, the selection of Eide Bailly LLP as the Company’s independent registered public accounting firm for the Company’s 2022 fiscal year was ratified and approved. The following is a summary of the votes cast at the annual meeting with respect to this matter:
| Votes in Favor | Votes Against | Votes Abstaining | ||||||||||
| Ratification and approval of the selection of Eide Bailly LLP | 7,982,918 | 60 | 9,000 | |||||||||
Approval of Compensation of Named Executive Officers
At the annual meeting, the compensation of the Company’s Named Executive Officers was approved on an advisory basis. The following is a summary of the votes cast at the annual meeting with respect to this matter:
| Votes in Favor | Votes Against | Votes Abstaining | ||||||||||
| Approval of the compensation of Company’s Named Executive Officers | 7,939,760 | 21,445 | 2,943 | |||||||||
Approval of an Amendment to the Company’s Certificate of Incorporation to Reduce Authorized Shares
At the annual meeting, an amendment to the Company’s Certificate of Incorporation to reduce the number of authorized shares of Common Stock from 295,000,000 to 23,000,000 and the number of shares of Preferred Stock from 5,000,000 to 400,000 was approved and adopted. The following is a summary of the votes cast at the annual meeting with respect to this matter:
| Votes in Favor | Votes Against | Votes Abstaining | ||||||||||
| Approval of an amendment to the Company’s Certificate of Incorporation to reduce authorized shares | 7,936,263 | 14,980 | 12,905 | |||||||||
Advisory Vote on Frequency of Advisory Vote on Executive Compensation
At the annual meeting, the stockholders indicated a preference to hold a stockholder advisory vote on executive compensation every three years. The following is a summary of the votes cast at the annual meeting with respect to this matter:
| 1 Year | 2 Years | 3 Years | ||||||||||
| Preferred frequency of stockholder advisory vote on executive compensation | 2,142,797 | 129,511 | 5,691,535 | |||||||||
A total of 305 votes abstained on this matter.
Additional information regarding each of the matters voted on at the annual meeting is contained in the Company’s definitive proxy statement and supplement to the proxy statement filed with the Securities and Exchange Commission on July 6, 2022 and July 14, 2022, respectively.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 3.1 | Certificate of Amendment of Certificate of Incorporation of Barfresh Food Group Inc. dated August 1, 2022 | |
| 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: August 1, 2022 | /s/ Riccardo Delle Coste | |
| By: | Riccardo Delle Coste | |
| Its: | CEO | |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
BARFRESH FOOD GROUP INC.
BARFRESH FOOD GROUP INC. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:
FIRST: The Board of Directors of Barfresh Food Group Inc. duly adopted resolutions setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and that the amendment be presented to the stockholders for consideration and approval. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this Corporation be amended by changing the Article thereof numbered “FOURTH” so that, as amended, said Article shall be and read as follows:
The total number of shares of stock that the Corporation shall have authority to issue is 23,400,000, consisting of 23,000,000 shares of common stock, par value $0.000001 per share (“Common Stock”) and 400,000 shares of preferred stock, par value $0.000001 per share (“Preferred Stock”).
The Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation (the “Board of Directors”) is expressly authorized to provide for the issue of all or any of the remaining shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter, for each such series, such powers, designations, preferences and relative, participating, optional or other rights and such qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series and as may be permitted by the General Corporation Law of the State of Delaware. The Board of Directors is also expressly authorized to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series. In case the number of shares of any such series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.
SECOND: This amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
THIRD: All other provisions of the Certificate of Incorporation shall remain in full force and effect.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Arnold Tinter, its Corporate Secretary, this 1st day of August, 2022.
| /s/ Arnold Tinter | |
| Arnold Tinter, Corporate Secretary |