Current Report Filing (8-k)

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 13, 2023

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.)

3600 Wilshire Boulevard Suite 1720, Los Angeles, California 90010

(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 Tuesday, June 13, 2023, at which meeting the Company’s stockholders voted upon the following matters:

	●	The election of seven 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, 2023; and

	●	The approval and adoption of the 2023 Equity Incentive Plan.

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 Withheld
Riccardo Delle Coste		8,077,924		108,661
Steven Lang		8,046,187		142,398
Arnold Tinter		8,022,951		165,634
Joseph M. Cugine		8,144,293		44,292
Alexander H. Ware		8,031,187		157,398
Isabelle Ortiz-Cochet		8,157,819		30,766
Justin Borus		8,159,293		29,292

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 2023 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			8,185,147				16,946				10,115

Approval and adoption of the 2023 Equity Incentive Plan

At the annual meeting, the 2023 Equity Incentive Plan 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 the 2023 Equity Incentive Plan			8,071,056				117,308				221

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 28, 2023.

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.