4//SEC Filing
Ibex Investors LLC 4
Accession 0001079973-20-000204
CIK 0001487197other
Filed
Mar 22, 8:00 PM ET
Accepted
Mar 23, 5:12 PM ET
Size
18.1 KB
Accession
0001079973-20-000204
Insider Transaction Report
Form 4
BORUS JUSTIN B
10% Owner
Transactions
- Purchase
Common Stock
2020-03-19$0.50/sh+3,000,000$1,500,000→ 3,000,000 total(indirect: By: Justin Borus) - Purchase
Warrant (right to buy)
2020-03-19+1,500,000→ 1,500,000 total(indirect: By: Justin Borus)Exercise: $0.60From: 2020-04-15Exp: 2023-04-15→ Common Stock (1,500,000 underlying)
Holdings
- 14,442,766(indirect: By: Ibex Microcap Fund LLLP)
Common Stock
- 3,000(indirect: By: Lazarus Macro Micro Partners LLLP)
Common Stock
Lazarus Macro Micro Partners LLLP
10% Owner
Transactions
- Purchase
Common Stock
2020-03-19$0.50/sh+3,000,000$1,500,000→ 3,000,000 total(indirect: By: Justin Borus) - Purchase
Warrant (right to buy)
2020-03-19+1,500,000→ 1,500,000 total(indirect: By: Justin Borus)Exercise: $0.60From: 2020-04-15Exp: 2023-04-15→ Common Stock (1,500,000 underlying)
Holdings
- 14,442,766(indirect: By: Ibex Microcap Fund LLLP)
Common Stock
- 3,000(indirect: By: Lazarus Macro Micro Partners LLLP)
Common Stock
LAZARUS INVESTMENT PARTNERS LLLP
10% Owner
Transactions
- Purchase
Warrant (right to buy)
2020-03-19+1,500,000→ 1,500,000 total(indirect: By: Justin Borus)Exercise: $0.60From: 2020-04-15Exp: 2023-04-15→ Common Stock (1,500,000 underlying) - Purchase
Common Stock
2020-03-19$0.50/sh+3,000,000$1,500,000→ 3,000,000 total(indirect: By: Justin Borus)
Holdings
- 14,442,766(indirect: By: Ibex Microcap Fund LLLP)
Common Stock
- 3,000(indirect: By: Lazarus Macro Micro Partners LLLP)
Common Stock
Lazarus Management Co LLC
10% Owner
Transactions
- Purchase
Common Stock
2020-03-19$0.50/sh+3,000,000$1,500,000→ 3,000,000 total(indirect: By: Justin Borus) - Purchase
Warrant (right to buy)
2020-03-19+1,500,000→ 1,500,000 total(indirect: By: Justin Borus)Exercise: $0.60From: 2020-04-15Exp: 2023-04-15→ Common Stock (1,500,000 underlying)
Holdings
- 14,442,766(indirect: By: Ibex Microcap Fund LLLP)
Common Stock
- 3,000(indirect: By: Lazarus Macro Micro Partners LLLP)
Common Stock
Footnotes (6)
- [F1]This form is filed jointly by Ibex Investors LLC ("Ibex"), Justin B. Borus, Ibex Microcap Fund LLLP ("Ibex Microcap") and Lazarus Macro Micro Partners ("Macro Micro Partners" and together with Ibex Microcap, the "Funds"). Ibex is the investment adviser and general partner of the Funds and Mr. Borus is the manager of Ibex. Each of Ibex and Mr. Borus expressly disclaims beneficial ownership of the securities held by the Funds except to the extent of his or its pecuniary interest therein, if any. Each of the Funds expressly disclaims beneficial ownership of the securities held by the other Fund. (continued in footnote 2)
- [F2]Ibex and each of the Funds expressly disclaims beneficial ownership of the securities held by Mr. Borus. The filing of this Form 4 shall not be construed as an admission that any Reporting Person, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, is the beneficial owner of any of the securities reported herein other than the securities held directly by such Reporting Person.
- [F3]On March 19, 2020, Mr. Borus entered into a Securities Purchase Agreement (the "SPA") with the Issuer whereby Mr. Borus agreed to purchase, for an aggregate purchase price of $1,500,000, 3,000,000 shares of Common Stock and warrants to purchase an additional 1,500,000 shares of Common Stock; provided that if the volume-weighted average trading price for the last twenty (20) consecutive trading days that conclude the six (6) month period after the initial closing under the SPA (the "Six Month Price") is less than $0.50 per share (the "Target Price"), the per share purchase price for the Common Stock will be automatically reduced to the Six Month Price, but in no event less than $0.35 per Share, in which case the Issuer shall issue to Mr. Borus, based on Mr. Borus' investment: (continued in footnote 4)
- [F4](a) shares of Common Stock in a quantity that equals the difference between the number of shares of Common Stock issued to Mr. Borus at closing and the number of shares of Common Stock that would have been issued to Mr. Borus at closing at the Six Month Price; and (b) a warrant for a number of warrant shares equal to fifty percent (50%) of the difference between the number of shares of Common Stock issued to Mr. Borus at closing and the number of shares of Common Stock that would have been issued to Mr. Borus at closing at the Six Month Price, with an exercise price equal to the sum of $0.10 per share and the Six Month Price, but in no event less than $0.45 per share. (continued in footnote 5)
- [F5]The exercise price per share for the warrant issued at closing will automatically adjust to the sum of $0.10 per share and the Six Month Price, but in no event less than $0.45 per share. Mr. Borus expects the purchase under the SPA to close on or about April 15, 2020; if such purchase does not close for whatever reason, a Form 4 will be filed to rescind the transactions reported under this Form 4.
- [F6]The warrant will be exercisable immediately upon acquisition at the closing of the SPA, which is expected to be on or about April 15, 2020, for a period of three years thereafter. If the SPA does not close precisely on April 15, 2020, this Form 4 will be amended accordingly.
Documents
Issuer
BARFRESH FOOD GROUP INC.
CIK 0001487197
Entity typeother
IncorporatedCO
Related Parties
1- filerCIK 0001531964
Filing Metadata
- Form type
- 4
- Filed
- Mar 22, 8:00 PM ET
- Accepted
- Mar 23, 5:12 PM ET
- Size
- 18.1 KB