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): August 1, 2022

BARFRESH FOOD GROUP INC.

(Exact name of registrant as specified in its charter)

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:

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

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As disclosed below in Item 5.07, the Company amended its Certificate of Incorporation to reduce the number of authorized shares of Common Stock from 295,000,000 to 23,000,000 and the number of shares of Preferred Stock from 5,000,000 to 400,000. The effective date of the amendment is August 2, 2022.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of stockholders on Monday, August 1, 2022, at which meeting the Company’s stockholders voted upon the following matters:

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:

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 2022 fiscal year was ratified and approved. The following is a summary of the votes cast at the annual meeting with respect to this matter:

Approval of Compensation of Named Executive Officers

At the annual meeting, the compensation of the Company’s Named Executive Officers was approved on an advisory basis. The following is a summary of the votes cast at the annual meeting with respect to this matter:

Approval of an Amendment to the Company’s Certificate of Incorporation to Reduce Authorized Shares

At the annual meeting, an amendment to the Company’s Certificate of Incorporation to reduce the number of authorized shares of Common Stock from 295,000,000 to 23,000,000 and the number of shares of Preferred Stock from 5,000,000 to 400,000 was approved and adopted. The following is a summary of the votes cast at the annual meeting with respect to this matter:

Advisory Vote on Frequency of Advisory Vote on Executive Compensation

At the annual meeting, the stockholders indicated a preference to hold a stockholder advisory vote on executive compensation every three years. The following is a summary of the votes cast at the annual meeting with respect to this matter:

A total of 305 votes abstained on this matter.

Additional information regarding each of the matters voted on at the annual meeting is contained in the Company’s definitive proxy statement and supplement to the proxy statement filed with the Securities and Exchange Commission on July 6, 2022 and July 14, 2022, respectively.

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.