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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.

 

 

Barfresh Food Group Inc.,

a Delaware corporation

(Registrant)

     
Date: June 16, 2023   /s/ Riccardo Delle Coste
  By: Riccardo Delle Coste
  Its: CEO

 

 

 

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