Current Report Filing (8-k)
June 23 2015 - 01:50PM
Edgar (US Regulatory)
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): June 23, 2015 (June 19, 2015)
BARFRESH
FOOD GROUP INC.
(Exact
name of registrant as specified in its charter)
Delaware |
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000-55131 |
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27-1994406 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
8530
Wilshire Blvd., Suite 450
Beverly
Hills, California 90211
(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) |
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[ ] |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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[ ] |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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[ ] |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item
1.01 Entry into a Material Definitive Agreement
On
June 19, 2015, Barfresh Food Group, Inc., a Delaware corporation, (“Barfresh”), amended and restated certain outstanding
promissory notes (“Original Notes”) in the aggregate principal amount of $700,000 (collectively, “Amended Notes”).
The Original Notes, in the aggregate principal amount of $775,000, were issued on December 20, 2013 and, as extended pursuant
to their terms, matured on June 20, 2015. Pursuant to the Amended Notes, Barfresh paid off all accrued and unpaid interest plus
50% of the principal amount on June 22, 2015, and the balance, plus accrued and unpaid interest accruing at the rate of 10% per
annum, is due and payable on September 20, 2015.
Of
the $700,000, an Amended Note in the amount of $100,000 was issued to an entity controlled by Steven Lang, a director of the Company,
an Amended Note in the amount of $100,000 was issued to a trust that is controlled by a family member of Riccardo Delle Coste,
the Chairman and Chief Executive Officer of the Company, and an Amended Note in the amount of $500,000 was issued to Lazarus Investment
Partners LLP, a greater than 10% beneficial shareholder of the Company.
On
June 20, 2015, Barfresh entered into a Note Conversion Agreement with another holder of one of the Original Notes in the principal
amount of $50,000. Pursuant to the agreement, in exchange for 71,429 shares of common stock of Barfresh and a cash payment in
the amount of any unpaid and accrued interest, the Holder agreed to cancel the Original Note.
The
remaining outstanding Original Note in the principal amount of $25,000 was paid off in full by Barfresh, pursuant to its terms.
Item
3.02 Unregistered Sales of Equity Securities
The
disclosures set forth in Item 1.01 are incorporated herein by this reference. The issuance of the securities is exempt from registration
under Section 4(2) of the Securities Act of 1933 on the basis that there was no public offering and the securities were issued
to accredited investors with whom Barfresh has a pre-existing relationship.
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.
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Barfresh
Food Group Inc.,
a
Delaware corporation
(Registrant)
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Date:
June 23, 2015 |
By: |
/s/
Joseph S. Tesoriero |
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Name: |
Joseph
S. Tesoriero
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Its: |
Chief Financial
Officer |