Barfresh Food Group Inc 8-K, filed Apr 30, 2020
Barfresh Food Group Inc. (BRFH)
About this 8-K
Barfresh Food Group Inc filed this 8-K on April 30, 2020, reporting on events of April 28, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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): April 28, 2020
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)
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: None
Securities registered pursuant to Section 12(g) of the Act:
| Title of each class | ||||
| common stock, $0.000001 par value |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On April 28, 2020, the Board of Directors (“Board”) of Barfresh Food Group Inc., a Delaware corporation (the “Company” or “Barfresh”) appointed Justin Borus to serve as a director, filling a vacancy. The effective date of Mr. Borus’ appointment is April 29, 2020.
Mr. Borus has approximately 20 years of capital markets expertise. He has been the Chief Investment Officer of Ibex Investors, LLC, a firm focused on niche, differentiated strategies including microcap companies for over 10 years. Prior to joining Ibex, he worked in both the private equity and investment banking groups at Bear, Stearns & Co. Inc. in New York and London. Mr. Borus has served on the Board of Directors of several non-profits including the Anti-Defamation League and Colorado Public Radio.
On March 19, 2020, Mr. Borus entered into a Securities Purchase Agreement (the “SPA”) with Barfresh whereby Mr. Borus agreed to purchase, for an aggregate purchase price of $1,500,000, 3,000,000 shares of common stock and warrants to purchase an additional 1,500,000 shares of common stock (the instrument evidencing the same, the “Warrant”) (subject to adjustment as provided in the SPA based on the volume-weighted average trading price for the common stock for the last twenty (20) consecutive trading days that conclude the six (6) month period after the initial closing under the SPA. On March 19, 2020, Mr. Borus also entered into an Escrow Agreement (the “Escrow Agreement”) which provides for funding (on or about April 15, 2020) into an escrow account until the minimum aggregate offering size of $3 million was reached. Mr. Borus agreed to acquire the foregoing securities in the belief that such securities are an attractive investment.
Mr. Borus and Barfresh have been contemplating that Mr. Borus may become a director of Barfresh since April 2020. Further, Mr. Borus and his affiliates have had and may continue to have discussions with Barfresh’s management and members of its Board regarding Barfresh’s business, strategies and operations. There are no other arrangements or understandings between Mr. Borus and any other persons pursuant to which he was appointed a director.
Mr. Borus, by virtue of his personal investment mentioned in the foregoing paragraph and management control over other investment funds, may be deemed to beneficially own 17,445,766 shares of Common Stock and warrants to purchase 3,300,000 shares of common stock, representing 14.2% of all of the outstanding shares of Common Stock.
There are no other current or proposed transactions in which Mr. Borus has a direct or indirect material interest in which the Corporation is involved and in which the amount involved exceeds the lesser of $120,000 or one percent of the average of the Corporation’s total assets at year-end for the last two completed fiscal years.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press Release of Barfresh Food Group, Inc. dated April 30, 2020 |
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: April 30, 2020 | /s/ Raffi Loussararian | |
| By: | Raffi Loussararian | |
| Its: | VP Finance | |
Exhibit 99.1
Barfresh Announces the Appointment of New Board Member
Company Expands Board of Directors with Capital Markets Veteran Justin Borus
LOS ANGELES, Calif., April 30, 2020 (GLOBE NEWSWIRE) – Barfresh Food Group, Inc. (OTCQB: BRFH), a manufacturer of frozen, ready-to-blend and ready-to-drink beverages, announced today that Justin Borus has been appointed to the Company’s Board of Directors to fill the vacancy created by Alice Eliot’s resignation last year. The appointment of Mr. Borus brings the total number of Directors to seven.
Mr. Borus founded Ibex Investors, LLC, and has grown the firm to well over a half of a billion dollars in assets. With a career that includes approximately 20 years of capital markets expertise, Mr. Borus has been the Chief Investment Officer of Ibex, a firm focused on niche, differentiated strategies including microcap companies for over 10 years. Prior to joining Ibex, he worked in both the private equity and investment banking groups at Bear, Stearns & Co. Inc. in New York and London. Mr. Borus has served on the Board of Directors of several non-profits including the Anti-Defamation League and Colorado Public Radio.
Riccardo Delle Coste, the Company’s Chief Executive Officer, commented, “We are pleased to welcome Mr. Borus to our board, as his extensive and very successful 20 years of capital markets experience will be extremely beneficial in creating significant shareholder value for our Company. Ibex Investors was one of the first institutional investors in our Company over six years ago and Mr. Borus is highly respected in the investment community. We believe he will provide valuable insight as we continue to execute on our strategy and drive profitable growth for our Company and all of our stakeholders.”
Mr. Borus, Founder of Ibex Investors, added, “I am very pleased to join Barfresh’s Board of Directors and firmly believe this company is at an exciting inflection point as evidenced by my large personal investment in March 2020. I believe with the right combination of business execution, investor relations and navigation of the capital markets, Barfresh is well positioned to create significant shareholder value and can become one of the most exciting public company growth stories in the United States. As one of the company’s largest shareholders, I’m completely aligned with shareholders and will use all the resources in my over 20 years of capital markets experience to make this happen.”
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 within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including statements about the Company’s commercial progress and 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”, among others. 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 and may not materialize. Investors are cautioned that any such statements are not guarantees of future performance. 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 Report on Form 10-Q and Current Reportyd on Form 8-K, including any warnings, risk factors and cautionary statements contained therein. Furthermore, the Company does not intend, and is not obligated, to update publicly any forward-looking statements, except as required by law.
Contact
John Mills
ICR
646-277-1254
John.Mills@icrinc.com
Deirdre Thomson
ICR
646-277-1283
Deirdre.Thomson@icrinc.com