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): December 29, 2021
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.) |
3600 Wilshire Boulevard Suite 1720, Los Angeles, California 90010
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (310) 598-7113
Not applicable
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| None | | Not applicable | | Not applicable |
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The registrant filed a Certificate of Amendment of Certificate of Incorporation with an effective date of December 29, 2021, to implement a 1-for-13 reverse stock split of its issued and outstanding shares of common stock. The total number of authorized shares remain unchanged. The registrant’s common stock will begin trading on a post-split basis on the OTCQB at the open of trading on December 29, 2021 under the temporary trading symbol “BRFHD”. The “D” lettering will be removed within 20 business days if the stock is still trading on the OTCQB, or upon the listing of the registrant’s common stock on a National Exchange, whichever comes first. At that time, the registrant’s trading symbol will revert back to “BRFH.” The new CUSIP number for the registrant’s common stock is 06753220.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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: December 29, 2021 | /s/ Riccardo Delle Coste |
| | By: | Riccardo Delle Coste |
| | Its: | Chief Executive Officer |
