As filed with the Securities and Exchange Commission on November 6, 2023
Registration No. 333-275185
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3/A
(Amendment No. 1)
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
BARFRESH FOOD GROUP INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 27-1994406 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
3600 Wilshire Boulevard, Suite 2730
Los Angeles, California 90010
(310) 598-7113
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Riccardo Delle Coste, Chief Executive Officer
3600 Wilshire Blvd., Suite 1720
Los Angeles, California 90010
(310) 598-7113
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Fay Matsukage, Esq.
Doida Crow Legal LLC
7979 E. Tufts Ave. Suite 1750
Denver, CO 80237
(720) 306-1001
Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☒ |
| 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 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-3 of Barfresh Food Group Inc. (File No. 333-275185) (the “Registration Statement”) is being filed as an exhibit-only filing to file a Form of Senior Indenture, filed herewith as Exhibit 4.1, and a Form of Subordinated Indenture, filed herewith as Exhibit 4.3. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature page to the Registration Statement, the Form of Senior Indenture (filed herewith as Exhibit 4.1), and the Form of Subordinated Indenture (filed herewith as Exhibit 4.3). The prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted.
Item 16. Exhibits.
The following is a list of all exhibits filed as a part of this registration statement on Form S-3, including those incorporated herein by reference.
| # | Filed herewith |
| * | To be filed by amendment to this registration statement or as an exhibit to a report filed pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act. |
| ** | To be filed separately pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939, as amended, and the appropriate rules and regulations thereunder. |
| + | Previously filed |
| II-1 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Los Angeles, California on November 6, 2023.
| Barfresh Food Group Inc. | ||
| By: | /s/ Riccardo Delle Coste | |
| Riccardo Delle Coste | ||
| President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in their respective capacities on November 6, 2023.
| Name | Title | |
| /s/ Riccardo Delle Coste | President, Chief Executive Officer and Chairman (Principal Executive Officer) | |
| Riccardo Delle Coste | ||
| /s/ Lisa Roger | Chief Financial Officer (Principal Financial Officer) | |
| Lisa Roger | ||
| * | Director | |
| Steven Lang | ||
| * | Director | |
| Arnold Tinter | ||
| * | Director | |
| Joseph M. Cugine | ||
| * | Director | |
| Isabelle Ortiz-Cochet | ||
| * | Director | |
| Alexander H. Ware | ||
| * | Director | |
| Justin Borus |
| *By: | /s/ Lisa Roger | |
| Lisa Roger | ||
| Attorney-in-Fact |
| II-2 |
