UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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) | |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
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).
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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 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of stockholders on Thursday, June 11, 2026, at which meeting the Company’s stockholders voted upon the following matters:
| ● | The election of six 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, 2026; and | |
| ● | The approval and adoption of an amendment to the Company’s certificate of incorporation to increase the number of authorized shares of common stock to 35,000,000. |
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 Against |
||||||
| Riccardo Delle Coste | 7,490,416 | 1,338,162 | ||||||
| Steven Lang | 7,579,535 | 1,249,043 | ||||||
| Joseph M. Cugine | 7,506,027 | 1,322,551 | ||||||
| Alexander H. Ware | 8,721,301 | 107,277 | ||||||
| Marc Panvier | 8,815,290 | 13,288 | ||||||
| Tim Trant | 8,793,828 | 34,750 | ||||||
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 2026 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 | 8,934,438 | 2,317 | 7,914 | |||||||||
Approval and adoption of amendment to Company’s certificate of incorporation to increase authorized common shares
At the annual meeting, the amendment to the Company’s certificate of incorporation to increase the number of authorized common shares 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 and adoption of amendment to certificate of incorporation | 8,800,688 | 18,815 | 9,075 | |||||||||
Additional information regarding each of the matters voted on at the annual meeting is contained in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 15, 2026, and a supplement to the proxy statement filed on April 24, 2026.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is filed:
| 3.1 | Certificate of Amendment of Certificate of Incorporation of Barfresh Food Group Inc. dated June 11, 2026 |
| 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: June 12, 2026 | /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 35,400,000, consisting of 35,000,000 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 Lisa Roger, its Corporate Secretary, this 11th day of June, 2026.
| /s/ Lisa Roger | |
| Lisa Roger, Corporate Secretary |