BARFRESH FOOD GROUP INC.

8-K · form8-k.htm

0001487197

 2026-06-11
 2026-06-11

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 xbrli:shares

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 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 11, 2026

  

 BARFRESH
FOOD GROUP INC.

 (Exact
name of registrant as specified in its charter)

  

 Delaware
  
 001-41228
  
 27-1994406

 (State
 or other jurisdiction

 of
 incorporation)

  
 (Commission

 File
 Number)

  
 (IRS
 Employer

 Identification
 No.)

  

 12100
Wilshire Boulevard, 8 th Floor , Los
Angeles , California
 90025

 (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))

  
  

 ☐
 Pre-commencement
 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 Securities
registered pursuant to Section 12(b) of the Act:

  

 Title
 of each class
  
 Trading
 Symbol
  
 Name
 of each exchange on which registered

 Common
 Stock, $0.000001 par value
  
 BRFH
  
 The
 Nasdaq Stock Market LLC

  

 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).

  

 Emerging
growth company ☐

  

 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