Current Report Filing (8-k)
February 01 2016 - 5:02PM
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): February 1, 2016
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.) |
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
January 29, 2016 Barfresh Food Group Inc. (the “Company”) closed a private placement to accredited investors of $2,670,000
in promissory notes and warrants to purchase up to 1,335,000 shares of common stock of the Company for aggregate gross proceeds
to the Company of $2,670,000. The notes accrue simple interest at a rate of 10% and mature one year from the date of subscription.
In the event of the Company completes an equity financing prior to the maturity date of the notes, the holders shall have the
right to convert all outstanding principal and accrued and unpaid interest under the notes into the class of equity issued in
such financing on the same terms as the other investors concurrently with the closing of such financing. The warrants are exercisable
for a term of five years at a per share price of $1.00. Shares of common stock underlying the notes and issuable upon exercise
of the warrants have piggy-back registration rights. Of the aggregate offering amount, $635,000 of the notes and warrants to purchase
up to 317,500 shares of common stock were placed with members of the Company’s management, including officers and directors
of the Company, and family members of certain officers and directors. The net proceeds of the offering will be used for general
corporate and working capital purposes.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of Registrant
The
disclosures set forth in Item 1.01 are incorporated into this Item 2.03 by this reference.
Item
3.02 Unregistered Sales of Equity Securities
The
disclosures set forth in Item 1.01 are incorporated into this Item 3.02 by this reference.
The
Company believes that the issuance of the notes and warrants is exempt from registration pursuant to Rule 506(b) of Regulation
D, promulgated under the Securities Act of 1933, as amended, on the basis that the offering is limited to accredited investors
and involves no general solicitation or advertising.
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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|
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Date:
February 1, 2016 |
By: |
/s/
Joseph Tesoriero |
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Name: |
Joseph
Tesoriero
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Its: |
Chief
Financial Officer |