Current Report Filing (8-k)
September 30 2016 - 3:28PM
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):
September 30, 2016
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
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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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:
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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))
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Item
1.01 Entry into a Material Definitive Agreement
Pursuant
to a securities purchase agreement between the Company and certain accredited investors, on September 28, 2016, Barfresh Food
Group Inc. (the “Company“) sold 3,593,754 shares of common stock (“Shares“) and warrants to purchase 1,796,877
shares of common stock for aggregate gross proceeds to the Company of approximately $2.3 million. The warrants are exercisable
for a term of five years at a per share price of $0.75. The Shares and common stock issuable upon exercise of the warrants have
the registration rights set forth in that a registration rights agreement between the Company and purchasers. The issuance of
these securities 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 was a private offering limited to accredited investors and involved no general
solicitation or advertising.
Item
3.02 Unregistered Sales of Equity Securities
The
disclosures set forth in Item 1.01 are incorporated herein by this reference.
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:
September 30, 2016
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/s/
Joseph S. Tesoriero
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By:
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Joseph
S. Tesoriero
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Its:
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Chief
Financial Officer
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