Current Report Filing (8-k)
February 29 2016 - 7:34AM
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 29, 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) |
|
|
[ ] |
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)) |
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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
February 26, 2016 Barfresh Food Group Inc. (the “Company”), pursuant to a securities purchase agreement between the
Company and certain accredited investors, sold 7,379,371 shares of its common stock (“Shares”) and warrants to purchase
up to 3,689,686 Shares (“Warrants”) for aggregate gross proceeds to the Company of $5,903,498. The financing consists
of two components: a new equity raise in the amount of $3,270,000 and the conversion into common equity of $2,633,498 of principal
and interest of convertible promissory notes previously issued on January 29, 2016. The investment by holders of convertible promissory
notes is subject to return by the holders to the Company of original note instruments for cancellation. The Warrants are exercisable
for a term of five-years at a per Share price of $1.00. 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
the Shares 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.
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 Shares and Warrants 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 only to accredited investors.
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:
February 29, 2016 |
By: |
/s/
Joseph S. Tesoriero |
|
Name: |
Joseph
S. Tesoriero |
|
Its: |
Chief
Financial Officer |