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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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Barfresh Food Group Inc (Name of Issuer) |
Common Stock, $0.000001 par value (Title of Class of Securities) |
067532101 (CUSIP Number) |
Norman H. Pessin 400 E 51st PH31, New York, NY, 10022-8028 917-887-1982 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/06/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 067532101 |
| 1 |
Name of reporting person
PESSIN NORMAN H | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
564,683.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
3.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 067532101 |
| 1 |
Name of reporting person
Sandra F. Pessin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
734,569.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.000001 par value |
| (b) | Name of Issuer:
Barfresh Food Group Inc |
| (c) | Address of Issuer's Principal Executive Offices:
3600 Wilshire Boulevard Suite 1720, Los Angeles,
CALIFORNIA
, 90010. |
| Item 2. | Identity and Background |
| (a) | 1) Norman H. Pessin
2) Sandra F. Pessin |
| (b) | 1) 400 E 51st PH 31, New York, NY 10022
2) 400 E 51st PH 31, New York, NY 10022 |
| (c) | 1) Investor
2) Housewife |
| (d) | 1) none
2) none |
| (e) | 1) none
2) none |
| (f) | 1) United States
2) United States |
| Item 3. | Source and Amount of Funds or Other Consideration |
The aggregate purchase price of the 564,683 shares of Common Stock owned by Norman H. Pessin is approximately $2,013,077.95, including brokerage commissions. The shares of Common Stock owned by Norman H. Pessin were acquired with personal funds. The aggregate purchase price of the 734,569 shares of Common Stock owned by Sandra F. Pessin is approximately $3,440,148.05, including brokerage commissions. The shares of Common Stock owned by Sandra F. Pessin were acquired with personal funds. | |
| Item 4. | Purpose of Transaction |
The Reporting Persons originally purchased the Shares based on the belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, communications with management and the Board of Directors of the Issuer, engaging in discussions with third parties about the Issuer, making proposals to the Issuer concerning changes to the capitalization or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Norman H. Pessin owns 564,683 shares of the Common Stock of the Issuer, constituting 3.6% of the outstanding shares thereof. Sandra F. Pessin owns 734,569 shares of Common Stock of the Issuer, constituting 4.6% of the outstanding shares thereof. |
| (b) | Norman H. Pessin has sole voting and dispositive power with respect to the shares of Common Stock he owns directly. Sandra F. Pessin has sole voting and dispositive power with respect to the shares of Common Stock she owns directly. |
| (c) | Schedule A attached hereto lists all transactions in securities of the Issuer during the past sixty days by the Reporting Persons. All of such transactions were effected through private placement. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
none | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 for schedule of transactions. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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