ASRegistration ~~FILED~~No. ~~WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 28, 2019~~333-

REGISTRATION STATEMENT NO. 333-_______________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

~~BARFRESH~~Barfresh ~~FOOD~~Food ~~GROUP,~~Group ~~INC~~Inc.

(~~Name~~Exact name of ~~small~~registrant ~~business~~as ~~issuer~~specified in its charter)

Delaware	2038	27-1994406
(State or jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)
incorporation or organization)	Classification Code Number)	Identification No.)

3600 Wilshire ~~Boulevard~~Blvd., Suite 1720~~, Los Angeles, CA 90010~~

~~Telephone:~~Los ~~(310)~~Angeles, ~~598-7113~~California 9010

(~~Address and telephone number of principal executive offices and principal place of business~~310) 598-7113

~~Copies~~(Address, ~~to:~~including zip code, and telephone number, including area code, of registrant’s principal executive offices)

~~Mark~~Riccardo Y.Delle ~~Abdou~~Coste

~~Libertas~~President ~~Law~~and ~~Group,~~Chief ~~Inc.~~Executive Officer

~~225~~Barfresh ~~Santa~~Food ~~Monica~~Group ~~Boulevard, 5th Floor~~Inc.

~~Santa~~12100 ~~Monica~~Wilshire Blvd., CA8th ~~90401~~Floor

~~Telephone:~~Los ~~(310)~~Angeles, ~~359-8742~~California 90025

~~Facsimile:~~ (310) ~~356~~ 598-~~1922~~7113

~~Approximate~~(Name, ~~date~~address, ofincluding ~~proposed~~zip ~~sale~~code, toand ~~the~~telephone ~~public:~~number, including area code, of registrant’s agent for service)

~~From~~With ~~time~~copies to ~~time after the effective date hereof.~~:

IfFay 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. [X]Matsukage

IfDoida ~~this~~Crow ~~form~~Legal is filed to register additional securities for an offering pursuant to Rule 462(b) 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. [ ]LLC

If7979 ~~this~~East ~~form~~Tufts ~~is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act~~Avenue, ~~check~~Suite ~~the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]~~1750

~~If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act~~Denver, ~~check the following box and list~~ ~~the~~Colorado ~~Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]~~80237

If(720) ~~delivery of the prospectus is expected to be made pursuant to Rule 434 under the Securities Act, check the following box. [ ]~~306-1001

~~Indicate~~Approximate bydate ~~check~~of ~~mark~~commencement ~~whether~~of ~~the~~proposed ~~registrant~~sale isto ~~a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See~~ the ~~definitions~~public: ofAs ~~“large~~soon ~~accelerated~~as ~~filer,”~~practicable ~~“accelerated~~after ~~filer”~~this ~~and~~Registration ~~“smaller reporting~~Statement ~~company”~~is indeclared ~~Rule 12b-2 of the Exchange Act~~effective.

~~Large~~If any ~~Accelerated~~of ~~filer~~the [securities ]being ~~Accelerated~~registered ~~filer~~on [this ]Form ~~Non-accelerated~~are ~~filer~~to [be ]offered ~~Smaller~~on ~~reporting~~a ~~company~~delayed ~~[X]~~or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒

~~The~~If ~~Registrant hereby amends~~ this ~~Registration~~Form ~~Statement~~is onfiled ~~such~~to ~~date~~register oradditional ~~dates~~securities asfor ~~may~~an beoffering ~~necessary~~pursuant to ~~delay~~Rule ~~its~~462(b) ~~effective~~under ~~date until~~ the ~~Registrant~~Securities ~~shall~~Act, ~~file~~please acheck ~~further amendment which specifically states that this Registration Statement shall thereafter become~~the ~~effective~~following inbox ~~accordance~~and ~~with~~list ~~Section 8(a) of~~ the Securities Act ofregistration ~~1933~~statement ornumber ~~until~~of the ~~Registration~~earlier ~~Statement shall become~~ effective on ~~such~~registration ~~date~~statement asfor the ~~Commission, acting pursuant to said Section 8(a), may determine~~same offering. ☐

~~CALCULATION~~If OFthis ~~REGISTRATION~~Form ~~FEE~~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. ☐

Title of each class of securities to be registered	Amount to be registered (1)		Proposed maximum offering price per share			Proposed maximum aggregate offering Price		Amount of registration fee
Common stock, par value $0.000001 per share		4,000,000	$	0. 45	(2)	$	1,800,000
Common stock, par value $0.000001 per share underlying Series M Warrants		1,827,174	$	0.70	(3)	$	1,279,220
Total						$	3,079,022	$	373.18	(4)

If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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. ☐

~~(1)~~Indicate ~~Pursuant~~by tocheck ~~Rule~~mark ~~416~~whether ~~under~~ the ~~Securities~~registrant ~~Act~~is ofa ~~1933,~~large asaccelerated ~~amended~~filer, ~~(“Securities~~an ~~Act”)~~accelerated filer, ~~the~~a ~~shares~~non-accelerated offiler, ~~common~~a ~~stock~~smaller ~~being~~reporting ~~registered~~company ~~hereunder~~or ~~include~~an ~~such~~emerging ~~indeterminate~~growth ~~number~~company. ofSee ~~shares~~the definitions of ~~common~~“large ~~stock~~accelerated asfiler,” ~~may~~“accelerated ~~be issuable with respect to the shares~~filer” of“smaller ~~common~~reporting ~~stock~~company” ~~being~~and ~~registered~~“emerging ~~hereunder~~growth ascompany” ain ~~result~~Rule 12b-2 of ~~stock~~the ~~splits,~~Exchange ~~stock dividends or similar transactions.~~Act:

~~(2) Estimated~~Large ~~solely~~accelerated ~~for~~filer ~~the~~☐ ~~purpose~~Accelerated offiler ~~calculating~~☐ ~~the~~Non-accelerated ~~registration~~filer ~~fee~~☒ ~~under~~Smaller ~~Rule~~reporting ~~457(c)~~company ~~under~~☒ ~~the~~Emerging ~~Securities~~growth ~~Act.~~company ☐

~~(3)~~If ~~Estimated~~an ~~solely~~emerging ~~for~~growth company, indicate by check mark if the ~~purpose~~registrant ofhas ~~calculating~~elected not to use the ~~registration~~extended ~~fee~~transition ~~under~~period ~~Rule~~for ~~457~~complying with any new or revised financial accounting standards provided pursuant to Section 7(ga)(2)(B) ~~under~~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(4a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective ~~Fee~~on ~~submitted~~such ~~herewith~~date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

~~SUBJECT~~The TOinformation ~~COMPLETION~~in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, ~~DATED~~and ~~MAY~~it 28is not soliciting offers to buy these securities, ~~2019~~in any state where the offer or sale of these securities is not permitted.

~~PROSPECTUS~~SUBJECT TO COMPLETION, DATED _________, 2026

~~5,827,174~~PRELIMINARY ~~Shares of Common Stock~~PROSPECTUS

~~This~~BARFRESH ~~prospectus~~FOOD ~~relates~~GROUP ~~to 5,827,174 shares of our common stock, par value $0~~INC.000001 per share that may be sold from time to time by the selling shareholders listed under the caption “Selling Shareholders”, of which 1,827,174 are shares underlying Series M Warrants. All of the shares, when sold, will be sold by these selling shareholders. The selling shareholders may sell these shares from time to time in the open market at prevailing prices or in individually negotiated transactions through agents designated from time to time or through underwriters or dealers. We will not control or determine the price at which the selling shareholders decide to sell their shares. See “Plan of Distribution”. The selling shareholders may be deemed underwriters of the shares of common stock that they are offering. We will pay the expenses of registering these shares.

WeUp ~~are not selling any shares of common stock in this offering and therefore will not receive any proceeds from the sale of common stock hereunder. We will however receive up~~ to $15,~~279~~550,~~022~~602 ~~from~~shares ~~the exercise~~ of ~~Series~~Common ~~M Warrants by the Selling Shareholders.~~Stock

~~Our~~This ~~common~~prospectus ~~stock~~relates isto ~~traded~~the onregistration of the ~~OTCQB~~resale ~~under~~or ~~the~~other ~~symbol~~distribution ~~BRFH.~~by Onthe ~~May~~selling ~~21,~~stockholders ~~2018~~named herein (the ~~last~~“Selling Stockholders”) ~~reported~~of ~~sale~~up ~~price~~to of5,550,602 ~~our~~shares of common stock ~~was~~ of Barfresh Food Group Inc., par value $0.45000001 per share. (the “Common Stock”), consisting of:

INVESTING IN OUR COMMON STOCK INVOLVES SUBSTANTIAL RISK. IN REVIEWING THIS PROSPECTUS, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DESCRIBED UNDER THE HEADING “RISK FACTORS” BEGINNING ON PAGE 5.

	●	Up to,3,198,102 shares, which include (a) up to 2,595,862 shares issuable upon conversion of convertible promissory notes (the “Conversion Shares”) in the aggregate amount of $7,528,000 (the “Notes”), and (b) up to 602,240 shares that may be paid as interest on the Notes, using an assumed price of $2.50 per share (the “Interest Shares”); and

	●	Up to 2,352,500 shares (the “Warrant Shares”) issuable upon exercise of warrants (the “Warrants”) exercisable through various dates in March 2030 at a price of $3.20 per share.

~~Neither~~The weshares ~~nor~~of ~~any~~Common ~~selling~~Stock ~~shareholder~~that ~~has~~may ~~authorized~~be ~~any~~sold ~~dealer,~~by ~~salesman~~the orSelling ~~other~~Stockholders ~~person~~are tocollectively ~~give~~referred ~~any~~to ~~information~~in orthis toprospectus ~~make~~as ~~any~~the ~~representation~~“Offered ~~other~~Securities.” ~~than~~Our ~~those~~registration ~~contained~~of orthe ~~incorporated~~resale byof ~~reference~~the inOffered ~~this~~Securities ~~prospectus.~~does ~~You must~~ not ~~rely~~mean ~~upon~~that ~~any~~the ~~information~~Selling orStockholders ~~representation not~~will ~~contained~~offer or sell ~~incorporated~~any byof ~~reference~~the inOffered ~~this prospectus~~Securities.

~~NEITHER~~We ~~THE~~will ~~SECURITIES~~not ~~AND~~receive ~~EXCHANGE~~any ~~COMMISSION~~of ~~NOR~~the ~~ANY~~proceeds ~~STATE~~from ~~SECURITIES~~the ~~COMMISSION~~sale ~~HAS~~by ~~APPROVED~~the ORSelling ~~DISAPPROVED~~Stockholders OFof ~~THESE~~any ~~SECURITIES,~~of ORthe Offered Securities. Upon any exercise of ~~DETERMINED~~the IFWarrants, ~~THIS~~however, ~~PROSPECTUS~~we ISwill ~~TRUTHFUL~~receive ORthe ~~COMPLETE~~exercise price of the Warrants, which, if exercised in full would result in gross proceeds to us of approximately $7.5 ~~ANY~~million. ~~REPRESENTATION~~However, TOwe ~~THE~~cannot ~~CONTRARY~~predict ISwhen Aand ~~CRIMINAL~~in ~~OFFENSE~~what amounts or if the Warrants will be exercised, and it is possible that the Warrants may expire and never be exercised, in which case we would not receive any cash proceeds. ~~THIS~~We ISwill ~~NOT~~bear ANall ~~OFFER~~costs, TOexpenses ~~SELL~~and ~~NOR~~fees Ain ~~SOLICITATION~~connection OFwith ANthe ~~OFFER~~registration TOof ~~BUY~~the ~~SECURITIES~~resale INof ~~ANY~~the ~~JURISDICTION~~Offered ~~WHERE~~Securities. ITThe ~~WOULD~~Selling BEStockholders ~~UNLAWFUL~~will bear all commissions and discounts, if any, attributable to their respective sales of the Offered Securities.

The ~~date~~Offered Securities being offered for resale in this prospectus represent a substantial percentage of the total outstanding shares of our Common Stock as of April 15, 2026. Assuming the issuance of all of the Offered Securities being registered for resale pursuant to this prospectus isto ~~May~~the ~~[●]~~Selling Stockholders, ~~2019~~the Offered Securities would represent approximately 20.4% of the then outstanding Common Stock as of April 15, 2026. The resale of the Offered Securities, or the perception that these sales could occur, pursuant to this prospectus, could result in a significant decline in the public trading price of our Common Stock.

The Selling Stockholders may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Stockholders may sell the securities in the section titled “Plan of Distribution.”

You should carefully read this prospectus, and any applicable prospectus supplement, before you invest in any of our securities.

The shares of Common Stock are listed on Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “BRFH. On April __, 2026, the last sale price of the Common Stock as reported on Nasdaq was $_____ per share.

We are a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. See “Implications of being a Smaller Reporting Company.”

Investing in our securities involves risks. You should carefully read and consider the risk factors included in our periodic reports filed with the Securities and Exchange Commission (the “SEC”), in any applicable prospectus supplement relating to a specific offering of securities and in any other documents we file with the SEC. See the section entitled “Risk Factors” on page 4 of this prospectus, in our other filings with the SEC and in the applicable prospectus supplement.

Neither the SEC nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus or any prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026.

TABLE OF CONTENTS

PROSPECTUS SUMMARY	3
	Page
RISK FACTORS	5
About this Prospectus	ii
NOTE REGARDING FORWARD LOOKING STATEMENTS	10
Implications of Being a Smaller Reporting Company	iii
USE OF PROCEEDS	10
Prospectus Summary	1
SELLING SHAREHOLDERS	10
The Offering	3
PLAN OF DISTRIBUTION	12
Risk Factors	4
LEGAL PROCEEDINGS	13
Cautionary Note Regarding Forward-Looking Statements	14
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS	14
Use of Proceeds	14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	17
Selling Stockholders	15
DESCRIPTION OF SECURITIES	19
Description of Securities	17
LEGAL MATTERS	20
Plan of Distribution	18
EXPERTS	20
Legal Matters	19
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	20
Experts	19
DESCRIPTION OF BUSINESS	21
Where You Can Find More Information	19
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	27
Incorporation by Reference	20
DESCRIPTION OF PROPERTY	36
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	36
EXECUTIVE COMPENSATION	37
MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS	40
WHERE YOU CAN FIND ADDITIONAL INFORMATION	41
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	42

ABOUT THIS PROSPECTUS

This prospectus relates to the resale by the Selling Stockholders identified in this prospectus under the caption “Selling Stockholders,” from time to time, of up to an aggregate of 5,550,602 shares of Common Stock. We are not selling any shares of Common Stock under this prospectus, and we will not receive any proceeds from the sale of shares of Common Stock offered hereby by the Selling Stockholders, although we may receive cash from the exercise of the Warrants.

You should rely only on the information provided in this prospectus. We have not authorized anyone to provide you with any other information, and we take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. The information contained in this prospectus speaks only as of the date set forth on the cover page and may not reflect subsequent changes in our business, financial condition, results of operations and prospects.

We are not, and the Selling Stockholders are not, making offers to sell these securities in any jurisdiction in which an offer or solicitation is not authorized or permitted or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation. You should read this prospectus in its entirety before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections entitled “Where You Can Find More Information.”

Unless otherwise indicated or the context otherwise requires, all references to “Barfresh,” “Company,” “Registrant,” “we,” “our,” “ours” and “us” refer to Barfresh Food Group Inc. and its subsidiaries. When we refer to “you” in this section, we mean all purchasers of the securities being offered by this prospectus and any accompanying prospectus supplement, whether they are the holders or only indirect owners of those securities.

IMPLICATIONS OF BEING A SMALLER REPORTING COMPANY

We qualify as a “smaller reporting company” as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as (i) the market value of our voting and non-voting Common Stock held by non-affiliates is less than $250 million measured on the last business day of our second fiscal quarter or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our voting and non-voting Common Stock held by non-affiliates is less than $700 million measured on the last business day of our second fiscal quarter. Specifically, as a smaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Reports on Form 10-K and have reduced disclosure obligations regarding executive compensation, and, as long as we are a smaller reporting company with less than $100 million in annual revenue, we are not required to obtain an attestation report on internal control over financial reporting from our independent registered public accounting firm.

We may choose to take advantage of some or all of these exemptions. We have taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold stock.

iii

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere or incorporated by reference in this prospectus. ToThis ~~understand~~summary ~~this~~does ~~offering~~not ~~fully,~~contain all of the information that you should consider before deciding to invest in our Common Stock. You should read the entire prospectus and the information incorporated herein by reference carefully, including ~~the~~ “Risk Factors” ~~section, the financial statements~~ and ~~the~~“Cautionary ~~notes~~Note Regarding toForward ~~the~~Looking ~~financial~~Statements” ~~statements.~~included ~~Unless~~elsewhere ~~the~~in ~~context~~this ~~otherwise~~prospectus ~~requires,~~and ~~references~~“Management’s ~~contained~~Discussion inand ~~this~~Analysis ~~prospectus~~of toFinancial Condition ~~the~~and ~~“Company”, “Barfresh”,~~Results ~~“we”,~~of ~~“us~~Operations” orand “our” ~~shall~~consolidated ~~mean~~financial ~~Barfresh~~statements ~~Food~~and ~~Group~~related ~~Inc.,~~notes aincorporated by reference in this ~~Delaware~~prospectus, ~~corporation~~before making an investment decision.

BARFRESH FOOD GROUP INC.

Our Company

Business Overview

~~Barfresh~~The Company is aengaged ~~leader~~ in the ~~creation,~~ manufacturing and distribution of ready -to-drink ~~blend frozen beverages. The current portfolio of products includes smoothies, shakes~~ and ~~frappes. Products are packaged in two distinct formats. The Company’s original single serve format features portion controlled and~~ ready -to -blend ~~beverage~~frozen ~~ingredient~~beverages ~~packs~~and ~~or “beverage packs”. The beverage packs contain all of the solid ingredients necessary to make the beverage~~food, including ~~the base (either sorbet~~smoothies, ~~frozen yogurt or~~ ~~ice cream)~~shakes, ~~real~~frappes ~~fruit pieces, juices~~ and ~~ice~~juice ~~– five ounces of water are added before blending~~pops. The ~~Company’s~~current ~~bulk “Easy~~operation ~~Pour”~~was ~~format~~established ~~also~~following ~~contains~~a ~~all~~2012 ofreverse ~~the~~merger ~~solid~~into ~~ingredients~~an ~~necessary~~inactive toDelaware ~~make the beverage~~corporation, ~~packaged in gallon containers~~ informed aon ~~concentrated~~February formula that is mixed “one to one” with water. The Company has recently launched a “no sugar added” version of the bulk “Easy Pour” format that is specifically targeted for the USDA national school meal program25, ~~including the School Breakfast Program, the National School Lunch Program, and Smart Snacks in Schools Program~~2010.

~~Domestic~~On ~~and~~October ~~international~~3, ~~patents~~2025, ~~and~~we ~~patents~~acquired ~~pending~~Arps ~~are~~Dairy, ~~owned~~Inc., byan ~~Barfresh~~Ohio corporation (“Arps Dairy”), aswhich ~~well~~operates asa ~~related~~15,000- ~~trademarks~~square ~~for~~foot ~~all~~dairy processing offacility ~~the~~to ~~single~~be ~~serve products.~~replaced ~~Patent~~in ~~rights~~2026 ~~have~~by ~~been~~a ~~granted~~new in44,000-square 13foot ~~jurisdictions~~facility ~~including~~under construction nearby (the ~~United~~“New ~~States~~Facility”), thereby obtaining manufacturing capability that we did not previously have. InUnless ~~addition,~~otherwise ~~the~~expressly ~~Company~~stated ~~has~~or ~~purchased~~the context otherwise ~~all~~requires, the description of ~~the~~our ~~trademarks~~business ~~related~~included or incorporated by reference in this prospectus reflects our business after giving effect to the ~~patented~~Arps ~~products~~Dairy acquisition (the “Acquisition”).

~~The~~Barfresh ~~Company~~is ~~conducts~~a ~~sales~~leader ~~through~~in ~~several~~the ~~channels~~creation, ~~including~~manufacturing ~~National Accounts, Regional Accounts,~~ and ~~Broadline Distributors. Barfresh’s primary broadline~~ distribution ~~arrangement~~of isready-to-drink ~~through~~and anready-to-blend ~~exclusive~~frozen ~~nationwide~~beverages. ~~agreement~~The ~~with~~current ~~Sysco Corporation (“Sysco”),~~portfolio ~~the~~of ~~U.S.’s~~products ~~largest~~includes ~~broadline distributor~~smoothies, ~~which~~shakes ~~was entered into during July 2014,~~ and ~~renewed for an additional two year term on October 2, 2017~~frappes.

~~During~~Some ~~2016 and 2017 the Company announced that it had signed supply agreements with several~~ of the ~~major~~key ~~global~~benefits ~~on-site foodservice operators. On March 8, 2018, the Company announced that it had signed a new supply agreement with one~~ of the ~~largest~~products ~~of these foodservice operators,~~ for exclusive distribution of four of Barfresh’s single serve sku’s to approximately one thousand food service locations. Distribution of product to these locations through SYSCO will begin during April of 2018. This new agreement marks the ~~culmination~~end ofconsumers ~~successful~~that indrink ~~market tests conducted at several locations, and makes Barfresh’s blended beverages available across many of~~ the ~~most~~products ~~attractive locations of the customer’s diverse customer base.~~include:

~~The Company~~● ~~also~~From ~~sells~~as tolittle ~~broadline~~as ~~distributors~~125-130 ~~that~~calories supply products to the food services market place. Effective July 2, 2014, the Company entered into an exclusive agreement with Sysco Merchandising and Supply Chain Services, Inc. for resale by the Sysco Corporation (~~“Sysco”~~per serving) to● ~~the~~Real ~~foodservice~~fruit ~~industry of the Company’s ready-to-blend smoothies, shakes and frappes. Pursuant to that agreement, all Barfresh products are included~~ in ~~Sysco’s~~every ~~national~~smoothie ~~core~~● ~~selection~~Dairy offree ~~beverage~~options ~~items,~~● ~~making~~Kosher ~~Barfresh its~~approved ~~exclusive~~● ~~single-serve,~~Gluten pre-portioned beverage provider. The agreement is mutually exclusive; however, Barfresh may also sell the products to other foodservice distributors, but only to the extent required for such foodservice distributors to service multi-unit chain operators with at least 20 units and where Sysco is not such multi- unit chain operator’s nominated distributor for our products. On October 2, 2017, the Sysco agreement was extended for an additional two year period, and expanded to cover bulk easy pour products, on a non-exclusive basis.Free

OnFollowing ~~October~~the 26Acquisition, ~~2015,~~we ~~Barfresh~~are ~~signed~~also aengaged ~~five~~in ~~year~~providing ~~agreement~~raw ~~with PepsiCo North America Beverages, a division of PepsiCo, to become its exclusive sales representative within the food service channel to present Barfresh’s line of ready-to-blend smoothies~~ and ~~frozen~~processed ~~beverages~~milk ~~throughout the United States and Canada. Through this agreement, Barfresh’ products are included as part of PepsiCo’s offerings~~ to ~~its~~a single significant customer ~~base~~. ~~The~~This ~~agreement~~legacy ~~facilitates~~Arps ~~access~~Dairy ~~to potential National customer~~activity ~~accounts,~~is ~~through~~strategic ~~introductions~~from ~~provided~~the bystandpoint ~~PepsiCo’s one-thousand plus person foodservice sales team. Barfresh products have become part~~ of ~~PepsiCo’s~~our ~~customer~~supply ~~presentations~~chain ~~at national trade shows~~ and ~~similar~~capacity ~~venues~~utilization.

Products

Barfresh legacy products are packaged in three distinct formats.

The Company’s ready-to-drink smoothie, “Twist & Go”™, has initially been focused towards the USDA national school meal program, including the School Breakfast Program, the National School Lunch Program and Smart Snacks in Schools Program. This sweet fruit and creamy yogurt smoothie contains four ounces of yogurt and a half-cup of fruit/fruit juice and comes in three different flavors: strawberry banana, peach, and mango pineapple. The product was originally launched in a bottled packaging format. The Company introduced Twist & Go™ cartons in 2022. Twist & Go™ contains no added sugars, preservatives, artificial flavors or colors. At only 125 -130 calories and with 5 grams of protein, it makes the perfect start to any day or on-the-go snack.

The Company’s bulk “Easy Pour” format, which contains all the ingredients necessary to make the beverage, is packaged in gallon containers in a concentrated formula that is mixed in beverage dispensing equipment 1:1 with water. The Company has a “no sugar added” version of the bulk “Easy Pour” format that is specifically targeted for the aforementioned USDA national school meal programs. In addition, the Company received approval from the United States Defense Logistics Agency (“USDLA”) to sell its smoothie products into all branches of the U.S. Armed Forces and is currently in contract with and selling its bulk Easy Pour products into over one hundred military bases in the United States and abroad. Additionally, the Company offers WHIRLZ 100% Juice concentrate, which is sold at ambient temperatures and mixed in beverage dispensing equipment on a 5:1 ratio.

The Company’s single-serve format features portion controlled and ready-to-blend beverage ingredient packs or “beverage packs”. The beverage packs contain all the ingredients necessary to make the beverage, including the base (either sorbet, frozen yogurt, or ice cream), real fruit pieces, juices, and ice – five ounces of water are added before blending.

In 2024, the Company introduced its ready-to-eat juice pop, “Pop & Go” ^™, with initial shipments in the fourth quarter of 2024. The product will initially be focused towards the National School Lunch and Smart Snacks in Schools Programs. Pop & Go ^™ contains 4 oz of juice, no added sugars, preservatives or artificial flavors or colors, and comes in five flavors.

Distribution

The Company conducts sales through several channels, including National Accounts, Regional Accounts, and Broadline Distributors.

Raw and processed milk is sold directly to the single customer for these products.

Manufacturing

In the past, Barfresh has relied solely on contract manufacturers to manufacture all of its products in the United States. With the acquisition of Arps Dairy, Barfresh will now be able to control the quantity and quality of its own production, as well as eliminating fees previously paid to third-party manufacturers, reducing freight costs, enabling the more efficient procurement of ingredients, and lowering cold storage costs.

As described in Risk Factors, by bringing the majority of its manufacturing in-house, Barfresh gains greater control over its supply chain and positions the Company for accelerated growth and expanded market opportunities. The manufacturing facility acquisition provides Barfresh with the operational foundation and cost efficiencies necessary to scale its business profitably. In the fourth quarter of 2025, the acquired manufacturing facility produced 18% of supply.

Facilities

Our principal executive offices are located at 12100 Wilshire Boulevard, 8^th Floor, Los Angeles, California, 90025. Our lease of our former executive offices at 3600 Wilshire Boulevard, Suite 1720, Los Angeles, California, 90010 expired on March 31, 2026 and was not renewed.

Arps Dairy is currently operating a dairy processing plant consisting of approximately 15,000 square feet, located at 220 N. Clinton Drive, in Defiance, Ohio (the “Existing Facility”). It is also in the process of constructing the New Facility, a 44,000-square-foot state-of-the-art manufacturing facility at 136 Fox Run Drive in Defiance, Ohio. We plan to complete construction and install processing equipment during 2026, creating a modern production hub that will serve as a cornerstone of the Company’s expanded manufacturing strategy. In addition, Arps Dairy has been given a $2.4 million government grant to be used towards the equipment installation at the New Facility. Arps Dairy will vacate the Existing Facility once the New Facility is ready for operations in late 2026.

Plan of Operation

For the 2026 fiscal year, the Company will be focused on manufacturing as much of its products as possible and building the infrastructure needed to support Arps Dairy as a wholly-owned subsidiary. Arps Dairy’s existing equipment and line of credit loans were paid off as part of the Acquisition consideration. In March 2026, we raised $7,528,000 through the sale of the Notes and Warrants. The proceeds were used to retire $2,541,000 in mortgage debt and construction payables, and are expected to be used to repay remaining construction related payables as well as complete construction of the New Facility in 2026.

Corporate Information

Our current business was established following a 2012 reverse merger into an inactive Delaware corporation, formed on February 25, 2010. We have three direct subsidiaries: Barfresh Corporation, Inc. (formerly known as Smoothie, Inc.), Barfresh, Inc., and Arps Dairy, Inc. Our corporate office is located at 12100 Wilshire Boulevard, 8^th Floor, Los Angeles, 90025. Our telephone number is (310) 598-7113 and our website is www.barfresh.com. The information contained on, or accessible through, our website is not incorporated in, and shall not be part of, this prospectus.

On January 20, 2022, our shares of Common Stock began trading on the Nasdaq Capital Market under the symbol, “BRFH.”

THE OFFERING

Common Stock offered by Selling Stockholders		Up to 5,550,602 shares, which include (a) up to 2,595,862 Conversion Shares, (b) up to 602,240 Interest Shares; and (c) up to 2,352,500 Warrant Shares.

Common Stock outstanding before this offering		16,104,853 shares.

Use of proceeds		We will not receive any proceeds from the resale of shares of Common Stock included in this prospectus by the Selling Stockholders. Assuming the subsequent exercise of the Warrants for cash, we will receive an aggregate of approximately $7.5 million in gross proceeds. However, no assurance can be given that the Warrants will ever be exercised. We intend to use any proceeds received by us, if any, for working capital and general corporate purposes. However, we have no current understandings, agreements or commitments for any specific material acquisitions at this time. We will have broad discretion over the use of any proceeds from the exercise of the Warrants. Our ability to continue funding our existing and future operations is not dependent upon receiving cash proceeds from the exercise of the any of the Warrants See “Use of Proceeds.”

Risk factors		Investing in shares of our Common Stock involves a high degree of risk. See “Risk Factors” for a discussion of factors you should carefully consider before investing in shares of our Common Stock.

Trading symbol		Our shares of Common Stock are listed on the Nasdaq Capital Market under the symbol “BRFH.”

Unless otherwise indicated or the context otherwise requires, references in this prospectus to the number and percentage of shares of our Common Stock outstanding before and upon completion of this offering are based on shares of our Common Stock outstanding as of April 15, 2026. This amount, and, unless otherwise indicated, other information presented in this prospectus, excludes as of April 15, 2026:

	●	1,068,647 shares of Common Stock reserved for issuance under our 2023 Equity Incentive Plan;

	●	266,435 shares reserved under our 2015 Equity Incentive Plan;

	●	339,362 reserved for issuance outside of our plans; and

	●	1,400,000 shares of Common Stock reserved for issuance under our 2024 Employee Stock Purchase Plan.

Barfresh utilizes contract manufacturers to manufacture all of its products in the United States. Production lines are currently operational at two locations. The first location is in Salt Lake City, which currently produces both bulk easy pour and single serve products. Annual production capacity with this contract manufacturer is 14 million units per year. The second location is with Yarnell Operations, LLC, a subsidiary of Shulze and Burch, located in Arkansas. The Yarnell’s agreement, which was signed during February 2016, and secures the capacity to ramp up to an incremental production capacity of 100 million units. Yarnell’s location enhances the company’s ability to efficiently move product throughout the supply chain to destinations in the eastern United States, home to many of the country’s large foodservice outlets.

Our corporate office is located at 3600 Wilshire Boulevard Suite 1720, Los Angeles, CA 90010. Our telephone number is (310) 598-7113 and our website is www.barfresh.com.

Corporate History and Background

The Company, which was incorporated in Delaware on February 25, 2010, was originally formed to produce movies. As the result of the reverse merger, more fully described below, the Company is now engaged in the manufacturing and distribution of ready to blend beverages, particularly, smoothies, shakes and frappes.

RISK FACTORS

AnYou ~~investment~~should inconsider carefully the ~~Company’s~~risks ~~securities~~described ~~involves~~below ~~significant~~and ~~risks,~~discussed ~~including~~under the ~~risks~~section ~~described~~captioned ~~below.~~“Risk ~~You~~Factors” ~~should~~contained ~~carefully~~in ~~consider~~our ~~the~~annual ~~risks~~report ~~described~~on ~~below~~Form ~~before~~10-K ~~purchasing~~for the ~~shares.~~year ~~The~~ended ~~risks~~December ~~highlighted~~31, ~~here~~2025, ~~are~~as ~~not~~updated ~~the~~by ~~only~~our ~~ones~~subsequent ~~that~~filings under the ~~Company~~Securities Exchange ~~faces.~~Act ~~For~~of ~~example~~1934, ~~additional~~as ~~risks~~amended, ~~presently~~or ~~unknown~~the toExchange usAct, oreach ~~that~~of wewhich ~~currently~~is ~~consider~~incorporated ~~immaterial~~by orreference ~~unlikely~~in tothis ~~occur~~prospectus ~~could~~in their entirety, together ~~also~~with ~~impair~~other ~~our~~information ~~operations.~~in Ifthis ~~any~~prospectus ofand the ~~risks~~information orand ~~uncertainties~~documents ~~described~~incorporated ~~below~~by orreference in this prospectus, and any ~~such~~free writing ~~additional~~prospectus ~~risks~~that ~~and~~we ~~uncertainties~~have authorized for use in connection with this offering before you make a decision to invest in our securities. If any of the following events actually occur, our business, ~~prospects~~operating results, prospects or financial condition orcould ~~results~~be ofmaterially and ~~operations~~adversely affected. This could because ~~negatively~~the ~~affected,~~trading price of our Common Stock to decline and you ~~might~~ may lose all or part of your investment. The risks described below are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business operations.

Risks Related to Our Business

We have a history of operating losses. ~~If we continue to incur operating losses, we eventually may have insufficient working capital to maintain or expand operations according to our business plan.~~

~~For~~We ~~the~~have ~~year~~a ~~ended~~history ~~December~~of ~~31,~~operating ~~2018,~~losses ~~the~~and ~~Company~~may ~~recorded~~not aachieve ~~net~~or ~~loss~~sustain ofprofitability. ~~$7,322,823~~These ~~and~~operating ~~used~~losses ~~cash~~have ~~from~~been ~~operations~~generated ofwhile we ~~$4,128,284~~market to potential customers. ~~For~~We ~~the~~cannot ~~year~~guarantee ~~ended~~that ~~December~~we ~~31,~~will ~~2017~~become profitable. Even if we achieve profitability, given the ~~Company~~competitive and ~~recorded~~evolving anature ~~net~~of ~~loss~~the ofindustry $8in which we operate,~~911,540~~ we may be unable to sustain or increase profitability and ~~utilized~~our ~~cash~~failure to do inso ~~operations~~would ofadversely $7affect the Company’s business,~~334,249~~ including our ability to raise additional funds.

WeIf ~~have a history of operating losses and negative cash flow. These operating losses have been generated while~~ we ~~market~~continue to ~~potential customers.~~suffer Welosses ~~cannot~~from ~~guarantee that we will become profitable. As our~~ operations ~~grow~~, ~~we expect to experience significant increases in~~ our working capital ~~requirements.~~may ~~These~~be ~~conditions~~insufficient ~~raise~~to ~~substantial~~support ~~doubt over~~ our ability to ~~meet~~expand ~~all of~~ our ~~obligations over~~business ~~the next twelve months. Management has evaluated these conditions and concluded that current plans should alleviate this~~operations ~~concern.~~as Werapidly ~~have~~as ~~significantly~~we ~~reduced~~would ~~core~~deem ~~operating~~necessary ~~costs~~at ~~beginning~~any ~~in 2016. In addition~~time, unless we ~~plan~~are able to ~~raise~~obtain additional ~~capital~~financing. There can be no assurance that we will be able to obtain such financing on acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to pursue our business objectives and would be required to reduce our level of operations, including reducing infrastructure, promotions, sales and marketing programs, personnel and other operating expenses. These events could adversely affect our business, results of operations and financial condition. ~~Even~~If ifadequate wefunds ~~achieve~~are ~~profitability,~~not ~~given the~~available ~~competitive~~or ~~and~~if ~~evolving~~they ~~nature~~are ofnot ~~the~~available on ~~industry~~acceptable ~~in which we operate~~terms, weour ~~may~~ability ~~be unable~~ to ~~sustain~~fund orthe ~~increase~~growth ~~profitability and~~of our ~~failure~~operations, totake doadvantage soof ~~would~~opportunities, ~~adversely~~develop ~~affect~~products ~~the~~or ~~Company’s~~services or ~~business,~~otherwise ~~including~~respond ~~our~~to ~~ability~~competitive topressures, ~~raise~~could ~~additional~~be ~~funds~~significantly limited.

We ~~may~~completed ~~need~~our ~~additional~~first ~~financing~~acquisition in the ~~future~~fourth quarter of 2025. Growth by acquisitions involves risks, ~~which~~and we may not be ~~available~~able ~~when~~to ~~needed~~effectively integrate the business we acquired to achieve the objectives of the acquisition or ~~may~~implement bethe ~~costly~~contract ~~and~~manufacturing ~~dilutive~~agreement.

We ~~may~~completed ~~require~~the ~~additional~~acquisition ~~financing~~of toArps ~~support~~Dairy ~~our working capital needs~~ in ~~the~~October ~~future~~2025. The ~~amount~~Acquisition ofis ~~additional~~subject ~~capital~~to wevarious ~~may~~risks ~~require, the~~and ~~timing~~uncertainties ~~of our capital needs~~ and ~~the~~could ~~availability~~have a ofnegative ~~financing~~impact ~~to fund those needs will depend~~ on aour ~~number~~business, offinancial ~~factors~~condition, ~~including our strategic initiatives~~ and/or ~~operating~~results ~~plans, the performance~~ of ~~our~~operations. ~~business~~These ~~and~~risks include the ~~market~~inability ~~conditions~~to ~~for~~integrate effectively ~~debt~~the oroperations, ~~equity financing. Additionally~~products, ~~the~~and ~~amount~~personnel of ~~capital~~the ~~required~~acquired ~~will~~company ~~depend~~which onis ~~our~~located ~~ability~~a tosignificant ~~meet~~distance from our ~~case sales goals and otherwise successfully~~existing ~~execute~~business, ~~our~~the ~~operating~~inability ~~plan. We believe it is imperative~~ to ~~meet~~complete ~~these~~construction ~~sales~~that ~~objectives~~was in ~~order~~progress ~~to lessen our reliance~~ on ~~external financing in~~ the ~~future.~~New ~~Although~~Facility weat ~~believe~~the ~~various~~time ~~debt~~of ~~and~~the ~~equity~~Acquisition ~~financing~~within ~~alternatives~~the ~~will be available to us to support~~anticipated ~~our~~timeframe ~~working~~and ~~capital needs~~budget, ~~financing~~the ~~arrangements~~inability onto ~~acceptable~~achieve ~~terms~~anticipated ~~may~~cost ~~not~~savings beor ~~available~~operating tosynergies, usthe ~~when~~management ~~needed.~~of ~~Additionally,~~risks ~~these~~associated with ~~alternatives~~manufacturing ~~may~~operations ~~require~~including ~~significant~~product ~~cash~~quality ~~payments~~and ~~for~~safety, ~~interest~~ and ~~other~~the ~~costs~~risk orwe ~~could~~may not be ~~highly~~able ~~dilutive~~ to effectively manage our ~~existing~~operations ~~shareholders.~~at ~~Any~~an ~~such~~increased ~~financing~~scale ~~alternatives~~of ~~may~~operations ~~not~~resulting ~~provide~~from usthe ~~with sufficient funds to meet our long-term capital requirements~~Acquisition.

By acquiring Arps Dairy, we are now exposed to operational risk in dairy processing.

Operating a dairy processing plant involves significant operational, regulatory, and market-related risks. The plant is highly dependent on a consistent supply of raw milk, which may be affected by factors outside of our control. In addition, dairy processing facilities must comply with stringent food safety, environmental, and occupational health regulations; failure to maintain compliance could result in fines, recalls, suspension of operations, or reputational damage. Equipment breakdowns, labor shortages, or disruptions in energy and water supply could materially impact production capacity and increase costs. Moreover, given the perishable nature of dairy products, disruptions in transportation or refrigeration systems pose heightened risks of spoilage and product loss. These factors, individually or in combination, may adversely affect the plant’s operational performance, profitability, and long-term viability.

Our operations depend on the consistent availability and quality of raw milk.

The supply and cost of raw milk are influenced by factors outside of our control, including seasonal fluctuations, weather conditions, feed and fuel costs, disease outbreaks, and general agricultural market conditions. Interruptions in raw milk supply or significant increases in input costs could materially and adversely affect our ability to produce and sell dairy products, and could negatively impact our operating results.

Dairy processing facilities are subject to extensive regulation.

Our dairy processing facility will need to comply with regulations by federal, state, and local authorities, including requirements related to food safety, sanitation, labeling, environmental protection, and occupational health and safety. Failure to comply with applicable laws and regulations could result in fines, mandatory product recalls, product seizures, suspension of operations, reputational harm, and liability for damages. Compliance costs may also increase over time as regulations become more stringent. Any such outcomes could have a material adverse effect on our business and financial performance.

Our dairy processing operations are dependent on reliable performance of our equipment.

The operations at Arps Dairy rely on specialized processing equipment, refrigeration systems, and a reliable supply of utilities such as water and energy. Equipment breakdowns, malfunctions, or prolonged utility outages could disrupt our production and distribution activities, cause product spoilage, and increase operating costs. Because dairy products are perishable, even brief disruptions in equipment or infrastructure can result in significant product loss and revenue reduction.

We require reliable and trained personnel for our dairy operations.

Our success depends on maintaining a trained and reliable workforce to operate our dairy processing facilities. Labor shortages, increased wage pressures, or work stoppages could impair our ability to operate efficiently. In addition, recruiting and retaining qualified personnel in rural or specialized markets may be difficult. Labor-related challenges could increase costs, reduce production capacity, or negatively impact product quality and safety.

It is difficult to predict the timing and amount of our sales because our distributors and national accounts may not be required to place minimum orders with us.

Our distributors are not required to place minimum monthly or annual orders for our products. Accordingly, we cannot predict the timing or quantity of purchases by any of our independent distributors or whether any of our distributors will continue to purchase products from us in the same frequencies and volumes as they may have done in the past. Additionally, our larger distributors and partners may make orders that are larger than we have historically been required to fill. Shortages in inventory levels, supply of raw materials or other key supplies could negatively affect us.

As an increasing portion of our sales is coming from school districts, our business is becoming more seasonal, which presents certain challenges with respect to cash flow.

With sales to school districts representing an increasing percentage of our total sales, we require a significant amount of working capital to fund the production of inventory during the third calendar quarter. Revenues from sales to school districts generally are reflected in our first quarter and third quarter results. We continue efforts to have less fluctuation with respect to working capital – for example by developing a frozen juice pop product which we expect to be more popular during warmer months of the year – but such efforts require time to be accepted in the marketplace.

Issues with a manufacturer have resulted in significant losses, as well as other negative impacts.

As described more fully in Item 7 (Management’s Analysis and Discussion of Financial Condition and Results of Operations) in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, we experienced product quality issues with a contract manufacturer (the “Manufacturer”) that provided approximately 52% of our products in the year ended December 31, 2022. Complaints from customers led us to withdraw product from the market and destroy existing inventory.

In addition to the financial damage from the product withdrawal, we were forced to obtain suitable replacement contract manufacturers and regain the confidence of our customers and investing public, all while seeking a resolution with the Manufacturer. These tasks required substantial amounts of personnel and capital resources in 2023, 2024, and 2025, including production trial and other start-up costs.

Disruption within our supply chain, contract manufacturing or distribution channels has had and may continue to have an adverse effect on our business, financial condition and results of operations.

Our ability, through our suppliers, business partners, contract manufacturers, independent distributors and retailers, to produce, transport, distribute and sell products is critical to our success.

In the past, damage or disruption to our suppliers or to manufacturing or distribution capabilities due to weather, natural disaster, fire or explosion, terrorism, pandemics such as COVD-19 and influenza, labor strikes or other reasons, has impaired the manufacture, distribution and sale of our products. Many of these events were outside of our control.

Our experience with the Manufacturer demonstrated how our reliance on a limited number of manufacturers and suppliers increased this risk. Most of our suppliers and manufacturers produce similar products for other companies, and our products may represent a small portion of their businesses. Further, it takes a newly engaged manufacturer typically up to nine months of retrofitting/ preparation before it can begin producing our products. Starting in 2023 and continuing through the third quarter of 2025 we did not have contracts in place to produce sufficient units to meet projected demand. If one of our manufacturers failed to perform, we were faced with a significant interruption in our supply chain. If one of our manufacturers or suppliers failed to perform or deliver products, for any reason, our sales and results of operations were adversely affected, and led to the possible loss of customers.

Our contract manufacturer that supplied 54% of our product in 2024 and 43% in 2025 (“Manufacturer A”) gave notice that it would not renew our contract when it concluded in February 2026. Additionally, in December 2025, our manufacturer that supplied 38% of our product in 2024 and 40% in 2025 (“Manufacturer B”) discontinued manufacturing our products.

The Acquisition is a significant step towards protecting against or mitigating the likelihood or potential impact of such events, and their adverse effect on our business, financial condition and results of operations. Since the Acquisition, Arps Dairy is now producing virtually all of our product lines, manufacturing 18% of cases produced in the fourth quarter of 2025.

If we do not adequately manage our inventory levels, our operating results could be adversely affected.

We need to maintain adequate inventory levels to be able to deliver products to distributors on a timely basis. Our inventory supply depends on our ability to correctly estimate demand for our products. Our ability to estimate demand for our products is imprecise, particularly for new products, seasonal promotions and new markets. If we materially underestimate demand for our products or are unable to maintain sufficient inventory, we might not be able to satisfy demand on a short-term basis. If we overestimate distributor or retailer demand for our products, we may end up with too much inventory, resulting in increased working capital requirements, higher storage costs, increased trade spending and the risk of inventory spoilage. If we fail to manage our inventory to meet demand, we could damage our relationships with our distributors and retailers and could delay or lose sales opportunities, which would unfavorably impact our future sales and adversely affect our operating results. In addition, if the inventory of our products held by our distributors and retailers is too high, they will not place orders for additional products, which would also unfavorably impact our sales and adversely affect our operating results.

We need financing to complete the New Facility and may need additional financing in the future, which may not be available when needed or may be costly and dilutive.

Completion of the New Facility, including the installation of equipment and the buildout of production lines is required in the near term.

We may require additional financing to support our capital expenditure and working capital needs in the future. The amount of additional capital we may require, the timing of our capital needs and the availability of financing to fund those needs will depend on a number of factors, including our strategic initiatives and operating plans, the performance of our business and the market conditions for debt or equity financing. Additionally, the amount of capital required will depend on our ability to meet our case sales goals and otherwise successfully execute our operating plan. We believe it is imperative to meet these sales objectives in order to lessen our reliance on external financing in the future. Although we believe various debt and equity financing alternatives will be available to us to support our capital expenditure and working capital needs, financing arrangements on acceptable terms may not be available to us when needed. Additionally, these alternatives may require significant cash payments for interest and other costs or could be highly dilutive to our existing shareholders. Any such financing alternatives may not provide us with sufficient funds to meet our long-term capital requirements. If necessary, we may explore strategic transactions that we consider to be in the best interest of the Company and our shareholders, which may include, without limitation, public or private offerings of debt or equity securities, and other strategic alternatives; however, these options may not ultimately be available or feasible.

Failure to complete the New Facility within the projected budget and timeframe will likely impact negatively our projected new revenue and adjusted EBITDA estimates.

Our ability to achieve our projected growth, including the timing of new revenue and adjusted EBITDA estimates, depends in large part on the successful execution of the completion of the New Facility and installation of the production lines. These projects involve significant capital expenditures and are subject to numerous risks, many of which are outside of our control.

Construction costs may exceed current estimates due to factors such as labor shortages, increased wage rates, supply chain disruptions, availability and pricing of materials, changes in scope, contractor performance issues, or unforeseen site conditions. In addition, delays or complications in obtaining required zoning approvals, building permits, inspections, or other governmental approvals could adversely affect project timelines and increase costs. Project schedules may also be impacted by adverse weather conditions, labor availability, contractor capacity, or logistical challenges, any of which could delay completion or commencement of operations. If construction is delayed or costs exceed budgeted amounts, we may be required to deploy additional capital, defer or modify other planned investments, or seek alternative financing on less favorable terms.

Any material delays in project completion or cost overruns could postpone the realization of anticipated revenues, reduce near-term margins, and negatively impact the Company’s projected or guided adjusted EBITDA. There can be no assurance that current cost estimates, construction schedules, or expected financial returns will be achieved, and any such variances could have a material adverse effect on the Company’s financial condition, results of operations, and cash flows.

A worsening of economic conditions or a decrease in consumer spending may adversely impact our ability to implement our business strategy.

Our success depends largely on government funding of school nutrition programs, which is influenced by government policy, and to a ~~significant~~ lesser extent on discretionary consumer spending, which is influenced by general economic conditions and the availability of discretionary income. There is no certainty regarding economic conditions in the United States, and credit and financial markets and confidence in economic conditions could deteriorate at any time. Accordingly, we may experience declines in revenue during economic turmoil or during periods of uncertainty. ~~Any~~including ~~material~~uncertainty ~~decline~~resulting infrom ~~the amount of discretionary spending~~war, ~~leading~~ ~~cost-conscious~~terrorism ~~consumers~~or tocontagious ~~be more selective in restaurants visited, could have a material adverse effect on our revenue, results of operations, business and financial condition~~disease.

The challenges of competing with the many food services businesses may result in reductions in our revenue and operating margins.

We compete with many well-established companies, food service and otherwise, on the basis of taste, quality and price of product offered, customer service, ~~atmosphere, location~~ and overall ~~guest~~ experience. Our success depends, in part, upon the popularity of our products and our ability to develop new menu items that appeal to consumers across all four- day parts. Shifts in consumer preferences away from our products, our inability to develop new menu items that appeal to consumers across all day parts, or changes in our menu that eliminate items popular with some consumers could harm our business. We compete primarily with other ~~smoothie and juice bar retailers, specialty coffee retailers, yogurt and ice cream shops, bagel shops, fast-~~food ~~restaurants,~~manufacturers ~~delicatessens, cafés,~~that ~~take-out~~participate ~~food~~in ~~service companies, supermarkets and convenience stores. Our competitors change with each of~~ the ~~four day~~K-12 ~~parts, ranging from coffee bars and bakery cafés to casual dining chains~~market. Many of our competitors or potential competitors have substantially greater financial and other resources than we do, which may allow them to react to changes in the market ~~quicker~~ more quickly than we can. In addition, aggressive pricing by our competitors or the entrance of new competitors into our markets, could reduce our revenue and operating margins. We also compete with other employers in our markets for workers and may become subject to higher labor costs as a result of such competition.

Increases in costs of packaging, ingredients and contract manufacturing tolling fees may have an adverse impact on our gross margin.

Packaging costs such as paper and aluminum cans have experienced industry-wide price increases in the past and there is always the risk that the Company may be unable to pass on these costs, thereby significantly impacting the gross margin.

Fluctuations in various food and supply costs, particularly fruit and dairy, could adversely affect our operating results.

Supplies and prices of the various ingredients that we are ~~going~~used toin ~~use~~the tomanufacture of our products can be affected by a variety of factors, such as weather, seasonal fluctuations, demand, politics and economics in the producing countries.

These factors subject us to shortages or interruptions in product supplies, which could adversely affect our revenue and profits. In addition, the prices of fruit and dairy, which are the main ingredients in our products, can be highly volatile. The fruit of the quality we seek tends to trade on a negotiated basis, depending on supply and demand at the time of the purchase. An increase in pricing of any fruit that we are going to use in our products could have a significant adverse effect on our profitability. We cannot assure you that we will be able to secure our fruit supply.

Our business depends substantially on the continuing efforts of our senior management and other key personnel, and our business may be severely disrupted if we lose their services.

Our future success heavily depends on the continued service of our senior management and other key employees. If one or more of our ~~senior~~ senior executives is unable or unwilling to continue to work for us in his or her present position, we may have to spend a considerable ~~amount~~ amount of time and resources searching, recruiting, and integrating a replacement into our operations, which would substantially divert management’s attention from our business and severely disrupt our business. This may also adversely affect our ability to execute our business strategy.

Our senior management’s limited experience managing a publicly traded company may divert management’s attention from operations and harm our business.

With the exception of our Chief Financial Officer, our senior management team has relatively limited experience managing a publicly traded company and complying with federal securities laws, including compliance with recently adopted disclosure requirements on a timely basis. Our management will be required to design and implement appropriate programs and policies in responding to increased legal, regulatory compliance and reporting requirements, and any failure to do so could lead to the imposition of fines and penalties and harm our business.

We may be unable to attract and retain qualified, experienced, highly skilled personnel, which could adversely affect the implementation of our business plan.

Our success depends to a significant degree upon our ability to attract, retain and motivate skilled and qualified personnel. As we ~~become~~ become a more mature company in the future, we may find recruiting and retention efforts more challenging. If we do not succeed in attracting, hiring and integrating excellent personnel, or retaining and motivating existing personnel, we may be unable to grow effectively. ~~The loss of any key employee, including members of our senior management team, and our~~ Our inability to attract highly skilled personnel with sufficient experience in our industries could harm our business.

Product liability exposure may expose us to significant liability.

We may face an inherent business risk of exposure to product liability and other claims and lawsuits in the event that the development or use of our technology or prospective products is alleged to have resulted in adverse effects. We may not be able to avoid significant liability exposure. Although we believe our insurance coverage to be adequate, we may not have sufficient insurance coverage, and we may not be able to obtain sufficient coverage at a reasonable cost. An inability to obtain product liability insurance at acceptable cost or to otherwise protect against potential product liability claims could prevent or inhibit the commercialization of our products. A product liability claim could hurt our financial performance. Even if we ultimately avoid financial liability for this type of exposure, we may incur significant costs in defending ourselves that could hurt our financial performance and condition.

Litigation or legal proceedings could expose us to significant liabilities and damage our reputation.

We may become party to litigation claims and legal proceedings. Litigation involves significant risks, uncertainties and costs, including distraction of management attention away from our business operations. We evaluate litigation claims and legal proceedings to assess the likelihood of unfavorable outcomes and to estimate, if possible, the amount of potential losses. Based on these assessments and estimates, we establish reserves and disclose the relevant litigation claims or legal proceedings, as appropriate. These assessments and estimates are based on the information available to management at the time and involve a significant amount of management judgment. Actual outcomes or losses may differ materially from those envisioned by our current assessments and estimates. Our policies and procedures require strict compliance by our employees and agents with all U.S. and local laws and regulations applicable to our business operations, including those prohibiting improper payments to government officials. Nonetheless, our policies and procedures may not ensure full compliance by our employees and agents with all applicable legal requirements. Improper conduct by our employees or agents could damage our reputation or lead to litigation or legal proceedings that could result in civil or criminal penalties, including substantial monetary fines, as well as disgorgement of profits.

Our litigation with the Manufacturer was voluntarily withdrawn from the court system in January 2023 and refiled in August 2023, as we were unable to reach a suitable resolution. While we believe that that our claims have merit, there is no assurance of a favorable outcome to this case. In 2024, we obtained litigation financing to pursue our claims without risk to our financial position or operating results.

Our inability to protect our intellectual property rights may force us to incur unanticipated costs.

Our success ~~will~~may depend, in part, on our ability to obtain and maintain protection in the United States and internationally for certain ~~intellectual~~ intellectual property incorporated into our products. Our intellectual property rights may be challenged, narrowed, invalidated or circumvented, which could limit our ability to prevent competitors from marketing similar solutions that limit the effectiveness of our patent protection and force us to incur unanticipated costs. In addition, existing laws of some countries in which we may provide services or solutions may offer only limited protection of our intellectual property rights.

Our products may infringe the intellectual property rights of third parties, and third parties may infringe our proprietary rights, either of which may result in lawsuits, distraction of management and the impairment of our business.

As the number of patents, copyrights, trademarks and other intellectual property rights in our industry increases, products based on our technology may increasingly become the subject of infringement claims. Third parties could assert infringement claims against us in the future. Infringement claims with or without merit could be time consuming, result in costly litigation, cause product shipment delays or require us to enter into royalty or licensing agreements. Royalty or licensing agreements, if required, might not be available on terms acceptable to us, or at all. We may initiate claims or litigation against third parties for infringement of our proprietary rights or to establish the validity of our proprietary rights. Litigation to determine the validity of any claims, whether or not the litigation is resolved in our favor, could result in significant expense to us and divert the efforts of our technical and management personnel from productive tasks. If there is an adverse ruling against us in any litigation, we may be required to pay substantial damages, discontinue the use and sale of infringing products and expend significant resources to develop non-infringing technology or obtain licenses to infringing technology. Our failure to develop or license a substitute technology could prevent us from selling our products.

If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, our share price and trading volume could decline.

The trading market for our common stock may be impacted, in part, by the research and reports that securities or industry analysts publish about our business or us. There can be no assurance that analysts will cover us, continue to cover us or provide favorable coverage. If one or more analysts downgrade our stock or change their opinion of our stock, our share price may decline. In addition, if one or more analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

We will continue to incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to compliance initiatives and corporate governance practices.

As a public company, we will continue to incur significant legal, accounting and other expenses. The Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act and other applicable securities rules and regulations impose various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Our management and other personnel will need to continue to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and make some activities more time-consuming and costly.

We cannot predict or estimate the amount of additional costs we may incur to continue to operate as a public company, nor can we predict the timing of such costs. These rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

Failure to maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our financial statements and a failure to meet our reporting and financial obligations, each of which could have a material adverse effect on our financial condition and the trading price of our Common Stock.

Our management is responsible for establishing and maintaining effective internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002, as amended. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting for external purposes in accordance with generally accepted accounting principles in the United States (“GAAP”). Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that we would prevent or detect a misstatement of our financial statements or fraud. Any failure to maintain an effective system of internal control over financial reporting could limit our ability to report our financial results accurately and timely or to detect and prevent fraud. The identification of a material weakness could indicate a lack of controls adequate to generate accurate financial statements that, in turn, could cause a loss of investor confidence and a decline in the market price of our Common Stock. We cannot assure you that we will be able to timely remediate any material weaknesses that may be identified in future periods or maintain all of the controls necessary for continued compliance. Likewise, we cannot assure you that we will be able to retain sufficient skilled finance and accounting personnel, especially in light of the increased demand for such personnel among publicly traded companies.

Failure to comply with the United States Foreign Corrupt Practices Act could subject us to penalties and other adverse consequences.

As a Delaware corporation, we are subject to the United States Foreign Corrupt Practices Act, which generally prohibits United States ~~companies~~ companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Some foreign companies, including some that may compete with our Company, may not be subject to these prohibitions. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices may occur from time- to- time in countries in which we conduct our business. However, our employees or other agents may engage in conduct for which we might be held responsible. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties and other consequences that may have a material adverse effect on our business, financial condition and results of operations.

WeOur ~~could~~use beof ~~subject~~information technology and third-party service providers exposes us to cybersecurity ~~attacks~~breaches and other business disruptions.

~~Cybersecurity~~We ~~attacks~~use ~~are~~information ~~evolving~~technology and ~~include~~third-party ~~malicious~~service ~~software,~~providers ~~attempts~~ to ~~gain~~support ~~unauthorized~~our ~~access~~business toprocesses ~~data~~and activities, including supporting critical business operations such as manufacturing and ~~other~~distribution; ~~electronic~~communicating ~~security breaches~~with ~~that~~our ~~could~~suppliers, ~~lead~~customers toand ~~disruptions~~employees; inmaintaining ~~business~~effective accounting processes, ~~unauthorized~~and ~~release~~financial ofand ~~confidential~~disclosure orcontrols; ~~otherwise~~executing ~~protected~~corporate ~~information~~transactions; conducting research and development activities; and ~~corruption~~meeting ofregulatory, ~~data~~legal and tax requirements. ~~Such~~Shared ~~unauthorized~~service ~~access~~centers ~~could~~managed ~~subject~~by usthird toparties ~~operational~~provide ~~interruption,~~an ~~damage~~increasing number of services important to conduct our ~~brand~~business, ~~image~~including ~~and~~accounting, ~~private data~~internal ~~exposure~~control, ~~and~~human ~~harm~~resources ~~our~~and ~~business~~computing functions.

Continuity of business applications and services has been, and may in the future be, disrupted by events such as infection by viruses or malware; other cybersecurity attacks; issues with or errors in systems’ maintenance or security; power outages; hardware or software failures; denial of service attacks; telecommunication failures; natural disasters; terrorist attacks; and other catastrophic occurrences. Our ~~reliance~~use onof ~~distributors~~new and emerging technologies such as cloud-based services and mobile applications continues to evolve, ~~retailers~~presenting new and ~~brokers~~additional risks ~~could~~in ~~affect~~managing access to our ~~ability~~data, relying on third parties to ~~efficiently~~manage and ~~profitably~~safeguard ~~distribute~~data, ~~and~~ensuring ~~market~~access to our systems and availability ~~products~~of third-party systems. In addition, ~~maintain~~we ~~our~~are ~~existing~~experiencing ~~markets~~new and ~~expand~~more frequent attempts by third parties to gain access to our ~~business~~systems, such ~~into~~as ~~other~~through ~~geographic~~increased ~~markets.~~email phishing of our workforce

Our ability to maintain and expand our existing markets for our products, and to establish markets in new geographic distribution areas, is dependent on our ability to establish and maintain successful relationships with reliable distributors, retailers and brokers strategically positioned to serve those areas. Most of our distributors, retailers and brokers sell and distribute competing products and our products may represent a small portion of their businesses. The success of this network will depend on the performance of the distributors, retailers and brokers of this network. There is a risk that the mentioned entities may not adequately perform their functions within the network by, without limitation, failing to distribute to sufficient retailers or positioning our products in localities that may not be receptive to our product. Our ability to incentivize and motivate distributors to manage and sell our products is affected by competition from other companies who have greater resources than we do. To the extent that our distributors, retailers and brokers are distracted from selling our products or do not employ sufficient efforts in managing and selling our products, our sales and results of operations could be adversely affected. Furthermore, such third-parties’ financial position or market share may deteriorate, which could adversely affect our distribution, marketing and sales activities.

Our ability to maintain and expand our distribution network and attract additional distributors, retailers and brokers will depend on a number of factors, some of which are outside our control. Some of these factors include:

● the level of demand for our brands and products in a particular distribution area; ● our ability to price our products at levels competitive with those of competing products; and ● our ability to deliver products in the quantity and at the time ordered by distributors, retailers and brokers.

We may not be able to successfully manage all or any of these factors in any of our current or prospective geographic areas of distribution. Our inability to achieve success with regards to any of these factors in a geographic distribution area will have a material adverse effect on our relationships in that particular geographic area, thus limiting our ability to maintain or expand our market, which will likely adversely affect our revenues and financial results.

It is difficult to predict the timing and amount of our sales because our distributors and national accounts may not be required to place minimum orders with us.

If we do not adequately manage our inventory levels, our operating results could be adversely affected.

We need to maintain adequate inventory levels to be able to deliver products on a timely basis. Our inventory supply depends on our ability to correctly estimate demand for our products. Our ability to estimate demand for our products is imprecise, particularly for new products, seasonal promotions and new markets. If we materially underestimate demand for our products or are unable to maintain sufficient inventory of raw materials, we might not be able to satisfy demand on a short-term basis. If we overestimate retailer demand for our products, we may end up with too much inventory, resulting in higher storage costs, increased trade spend and the risk of obsolete inventory. If we fail to manage our inventory to meet demand, we could damage our relationships with our retailers and could delay or lose sales opportunities, which would unfavorably impact our future sales and adversely affect our operating results.

Risks Related to Ownership of Our Common Stock

Our common stock is quoted on the OTCQB, which may have an unfavorable impact on our stock price and liquidity.

Our common stock is quoted on the OTCQB, which is a significantly more limited trading market than the New York Stock Exchange, or the NASDAQ Stock Market. The quotation of the Company’s shares on the OTCQB may result in a less liquid market available for existing and potential shareholders to trade shares of our common stock, could depress the trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future.

There is limited liquidity on the OTCQB, which may result in stock price volatility and inaccurate quote information.

When fewer shares of a security are being traded on the OTCQB, volatility of prices may increase and price movement may outpace the ability to deliver accurate quote information. Due to lower trading volumes in shares of our common stock, there may be a lower likelihood of one’s orders for shares of our common stock being executed, and current prices may differ significantly from the price one was quoted at the time of one’s order entry.

If we are unable to adequately fund our operations, we may be forced to voluntarily file for deregistration of our common stock with the SEC.

Compliance with the periodic reporting requirements required by the SEC consumes a considerable amount of both internal, as well external, resources and represents a significant cost for us. If we are unable to continue to devote adequate funding and the resources needed to maintain such compliance, while continuing our operations, we could be forced to deregister with the SEC. After the deregistration process, our common stock would only be tradable on the “Pink Sheets” and could suffer a decrease in or absence of liquidity.

Because we became public by means of a “reverse merger”, we may not be able to attract the attention of major brokerage firms.

Additional risks may exist since we became public through a “reverse merger”. Securities analysts of major brokerage firms may not provide coverage of us since there is little incentive to brokerage firms to recommend the purchase of our common stock. We cannot assure you that brokerage firms will want to conduct any secondary offerings on behalf of our Company in the future.

Future sales of our common stock in the public market could lower the price of our common stock and impair our ability to raise funds in future securities offerings.

Future sales of a substantial number of shares of our common stock in the public market, or the perception that such sales may occur, could adversely affect the then prevailing market price of our common stock and could make it more difficult for us to raise funds in the future through a public offering of our securities.

Our common stock is thinly traded, so you may be unable to sell at or near asking prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

Currently, the Company’s common stock is quoted in the OTCQB and future trading volume may be limited by the fact that many major institutional investment funds, including mutual funds, as well as individual investors follow a policy of not investing in OTCQB stocks and certain major brokerage firms restrict their brokers from recommending OTCQB stocks because they are considered speculative, volatile and thinly traded. The OTCQB market is an inter-dealer market much less regulated than the major exchanges and our common stock is subject to abuses, volatility and shorting. Thus, there is currently no broadly followed and established trading market for the Company’s common stock. An established trading market may never develop or be maintained. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders. Absence of an active trading market reduces the liquidity of the shares traded there.

The trading volume of our common stock has been and may continue to be limited and sporadic. As a result of such trading activity, the quoted price for the Company’s common stock on the OTCQB may not necessarily be a reliable indicator of its fair market value. Further, if we cease to be quoted, holders would find it more difficult to dispose of our common stock or to obtain accurate quotations as to the market value of the Company’s common stock and as a result, the market value of our common stock likely would decline.

Our common stock is subject to price volatility unrelated to our operations.

The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of other companies in the same industry, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting the Company’s competitors or the Company itself. In addition, the OTCQB is subject to extreme price and volume fluctuations in general. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

We are subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.

Our common stock is currently quoted on the OTCQB. Our common stock is subject to the requirements of Rule 15(g)-9, promulgated under the Securities Exchange Act as long as the price of our common stock is below $5.00 per share. Under such rule, broker-dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements, including a requirement that they make an individualized written suitability determination for the purchaser and receive the purchaser’s consent prior to the transaction. The Securities Enforcement Remedies and Penny Stock Reform Act of 1990, also requires additional disclosure in connection with any trades involving a stock defined as a penny stock. Generally, the Commission defines a penny stock as any equity security not traded on a national exchange that has a market price of less than $5.00 per share. The required penny stock disclosures include the delivery, prior to any transaction, of a disclosure schedule explaining the penny stock market and the risks associated with it. Such requirements could severely limit the market liquidity of the securities and the ability of purchasers to sell their securities in the secondary market.

Because we do not intend to pay dividends, shareholders will benefit from an investment in our common stock only if it appreciates in value.

We have never declared or paid any cash dividends on our preferred stock or common stock. For the foreseeable future, it is expected that earnings, if any, generated from our operations will be used to finance the growth of our business, and that no dividends will be paid to holders of the Company’s common stock. As a result, the success of an investment in our common stock will depend upon any future appreciation in its value. There can be no guarantee that our common stock will appreciate in value.

The price of our common stock may become volatile, which could lead to losses by investors and costly securities litigation.

The trading price of our common stock is likely to be highly volatile and could fluctuate in response to factors such as:

● actual or anticipated variations in our operating results; ● announcements of developments by us or our competitors; ● announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments; ● adoption of new accounting standards affecting the our industry; ● additions or departures of key personnel; ● introduction of new products by us or our competitors; ● sales of our common stock or other securities in the open market; and ● other events or factors, many of which are beyond our control.

The stock market is subject to significant price and volume fluctuations. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been initiated against such a company. Litigation initiated against us, whether or not successful, could result in substantial costs and diversion of our management’s attention and Company resources, which could harm our business and financial condition.

Investors may experience dilution of their ownership interests because of the future issuance of additional shares of our common stock.

We intend to continue to seek financing through the issuance of equity or convertible securities to fund our operations. In the future, we may also issue additional equity securities resulting in the dilution of the ownership interests of our present shareholders. We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for our common stock in connection with hiring or retaining employees, future acquisitions or for other business purposes. The future issuance of any such additional shares of common stock will result in dilution to our shareholders and may create downward pressure on the trading price of our common stock.

Provisions in our corporate charter documents and under Delaware law could make an acquisition of our company, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management.

Provisions in our certificate of incorporation and our bylaws may discourage, delay or prevent a merger, acquisition or other change in control of our company that stockholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock, thereby depressing the market price of our common stock. In addition, because our board of directors is responsible for appointing the members of our management team, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors. In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which prohibits a person who owns in excess of 15% of our outstanding voting stock from merging or combining with us for a period of three years after the date of the transaction in which the person acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner.

NOTE REGARDING FORWARD LOOKING STATEMENTS

This prospectus, including the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” contains forward-looking statements. We may, in some cases, use words such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “potential”, “predict”, “project”, “should”, “will”, “would” or the negative of those terms, and similar expressions that convey uncertainty of future events or outcomes to identify these forward-looking statements. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. Forward-looking statements in this prospectus include, but are not limited to, statements about:

● the success, cost and timing of our sales and licensing activities; ● our ability to attract collaborators with development, marketing and commercialization expertise; ● the size and growth potential of the markets for our products, and our ability to serve those markets; ● the performance of our third-party suppliers and manufacturers; ● our ability to attract and retain key management personnel; ● the accuracy of our estimates regarding expenses, future revenues, capital requirements and needs for additional financing; and ● our expectations regarding our ability to maintain and protect intellectual property protection for our products.

These forward-looking statements reflect our management’s beliefs and views with respect to future events and are based on estimates and assumptions as of the date of this prospectus and are subject to risks and uncertainties. We discuss many of these risks in greater detail under “Risk Factors”. In addition, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in this prospectus by these cautionary statements. Except as required by law, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares of common stock offered under this prospectus by the selling shareholders. Rather, the selling shareholders will receive those proceeds directly. We will however receive up to $1,279,022 from the exercise of Series M Warrants by the Selling Shareholders.

SELLING SHAREHOLDERS

We are registering 5,827,174 shares of our common stock, par value $0.000001 per share, of which 1,827,174 are shares underlying Series M Warrants.

The shares of common stock being registered include such indeterminate number of shares of common stock as may be issuable with respect to the shares of common stock being registered hereunder only as a result of stock splits, stock dividends or similar transactions.

The shares of common stock being registered do not include additional shares of common stock issuable as a result of changes in market price of the common stock, issuance by us of equity securities below a certain price or other anti-dilutive adjustments or variables not covered by Rule 416. All shares that may be issued will be restricted securities as that term is defined in Rule 144 under the Securities Act and will remain restricted unless and until such shares are sold pursuant to this prospectus, or otherwise are sold in compliance with Rule 144.

No shareholder may offer or sell shares of our common stock under this prospectus unless such shareholder has notified us of such shareholder’s intention to sell shares of our common stock and the registration statement of which this prospectus is a part has been declared effective by the SEC and remains effective at the time such selling shareholder offers or sells such shares. We are required to amend the registration statement of which this prospectus is a part to reflect material developments in our business and current financial information. Each time we file a post-effective amendment to our registration statement with the SEC, it must first become effective prior to the offer or sale of shares of our common stock by the selling shareholders.

The following table sets forth as of May 21, 2019, information regarding the current beneficial ownership of our common stock by the persons identified, based on information provided to us by them, which we have not independently verified. We have assumed for purposes of the table that the selling shareholders will sell all of the shares offered by this prospectus. The selling shareholders may, from time to time, offer all or some of their shares under this prospectus or in another manner. No assurance can be given as to the actual number of shares that will be resold by the selling shareholders (or any of them). In addition, a selling shareholder may have already sold or otherwise disposed of shares in transactions exempt from the registration requirements of the Securities Act. The selling shareholders are not making any representation that the shares covered by this prospectus will be offered for sale. Except as set forth below, no selling shareholder has held any position nor had any material relationship with our affiliates or us during the past three years. Except as set forth below, each of the selling shareholders has advised the Company that it is not a registered broker-dealer or an affiliate of a registered broker-dealer.

Riccardo Delle Coste is the Company’s CEO, Chairman and significant stockholder. Joseph M. Cugine is an officer and director of the Company. Joseph S Tesoriero and Tim Trant are officers of the Company. Series M Warrants were issued to these officers and directors in partial payment of deferred compensation.

The number of shares outstanding and the percentages of beneficial ownership are based on 130,085,820 shares of our common stock issued and outstanding as of May 21, 2019.

Under Rule 13d-3, beneficial ownership includes any shares as to which a selling shareholder has sole or shared voting power or investment power and also any shares that selling shareholder has the right to acquire within 60 days of the date of this prospectus through the exercise of any stock option.

The term “selling shareholders” also includes any pledgees, assignees, or other successors in interest to the selling shareholders named in the table below. Unless otherwise indicated, to our knowledge, each person named in the table below has sole voting and investment power (subject to applicable community property laws) with respect to the shares of common stock set forth opposite such person’s name. We will file a supplement to this prospectus (or a post-effective amendment hereto, if necessary) to name successors to any named selling stockholders who are able to use this prospectus to resell the common stock registered hereby.

Name of Selling Shareholder	Number of Shares Owned Before Offering		Number of Shares Being Offered		Number of Shares Owned After Offering		Percent of Shares Owned After Offering
Sandra F. Pessin		1,866,667		1,666,667		200,000		*
Stephen Dreier		166,667		166,667		0		0
Abbey Investments, LLC (1)		1,023,815		250,000		773,815		*
Edwin A. Levy		250,000		250,000		0		0
Brian L. Pessin		974,333		333,333		641,333		*
Ephraim Fields		2,047,810		416,667		1,631,143		1.3	%
Lloyd B. Solomon		416,667		416,667		0		0
Michael E. Cahr		333,333		333,333		0		0
Augustus Graham Stern and Kirra Lindsay Brandon		166,667		166,667		0		0
Joseph S. Tesoriero		1,985,574		590,178		1,395,396		1.1	%
Riccardo Delle Coste		22,219,966		731,635		21,488,331		16.5	%
Joseph M. Cugine		3,167,287		273,798		2,893,389		2.2	%
Timothy Trant		1,431,563		231,563		1,200,000		*

We leverage third parties for various technology and business services who may experience cybersecurity breaches, whether from circumvention of security systems, denial-of-service attacks or other cyberattacks such as hacking, phishing attacks, computer viruses, ransomware or malware, cyber extortion, employee or insider error, malfeasance, social engineering, physical breaches or other actions or attempts to exploit vulnerabilities may cause confidential information or Personally Identifiable Information belonging to us or our employees, customers, consumers, partners, suppliers, or governmental or regulatory authorities to be misused or breached. These risks could be magnified since the number of employees, contractors and others working outside of offices increased since the COVID-19 pandemic. Additionally, continued geopolitical turmoil, including the ongoing wars in Ukraine and the Middle East, has heightened the risk of cyberattacks. When risks such as these materialize, the need for us to coordinate with various third-party service providers and for third-party service providers to coordinate amongst themselves might increase challenges and costs to resolve related issues. Our information security program includes capabilities designed to evaluate and mitigate cyber risks arising from third-party service providers. Cyber threats to externally hosted technology and business services are beyond our control. Additionally, new initiatives, such as those related to digital commerce and direct sales, that increase the amount of confidential information that we process and maintain increase our potential exposure to a cybersecurity breach. Furthermore, the rapid evolution and increased adoption of artificial intelligence technologies may intensify our cybersecurity risks. If our controls, disaster recovery and business continuity plans or those of our third-party providers do not effectively respond to or resolve the issues related to any such disruptions in a timely manner, our product sales, financial condition, results of operations and stock price may be materially and adversely affected, and we might experience delays in reporting our financial results, loss of intellectual property and damage to our reputation or brands.

*LessRisks ~~than~~Related 1%to Ownership of our Common Stock

~~(1)~~If we ~~Raineris~~are J.unable ~~Reyes~~to ~~exercises~~adequately ~~voting~~fund ~~and~~our ~~dispositive~~operations, ~~control~~we ofmay ~~shares~~be ~~owned~~forced byto ~~Abby~~voluntarily ~~Investment~~file ~~LLC~~for asderegistration ~~its~~of ~~Manager~~our Common Stock with the SEC.

Compliance with the periodic reporting requirements required by the SEC consumes a considerable amount of both internal, as well external, resources and represents a significant cost for us. If we are unable to continue to devote adequate funding and the resources needed to maintain such compliance, while continuing our operations, we could be forced to deregister with the SEC. After the deregistration process, our Common Stock would only be tradable on the “Pink Sheets” and could suffer a decrease in or absence of liquidity.

We may not be able to continue to comply with Nasdaq listing standards.

Nasdaq Listing Rule 5550 requires companies that list on The Nasdaq Stock Market to maintain certain financial metrics. In May 2023, we received a letter from Nasdaq indicating that we were not in compliance with Nasdaq Listing Rule 5550(b), which requires companies listed on The Nasdaq Stock Market with a history of losses to maintain either a minimum market value of listed securities of $35,000,000 or a minimum of $2,500,000 in stockholders’ equity. While we regained compliance with this Rule in 2023, our stockholders’ equity at December 31, 2025 was only $1,330,000. We have instead maintained compliance based on the $35,000,000 minimum market value requirement. Unless and until we are able to achieve and maintain annual net income from continuing operations of $500,000, fluctuations in the market value of our listed securities may cause us to fail to meet Nasdaq listing standards and result in our Common Stock only being tradable in the over-the-counter markets.

If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, our share price and trading volume could decline.

The trading market for our Common Stock may be impacted, in part, by research and reports that securities or industry analysts publish about our business or us. There can be no assurance that analysts will cover us, continue to cover us or provide favorable coverage. If one or more analysts downgrade our stock or change their opinion of our stock, our share price may decline. In addition, if one or more analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

~~PLAN~~Because OFwe ~~DISTRIBUTION~~became public by means of a “reverse merger”, we may not be able to attract the attention of major brokerage firms.

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~~The~~Future ~~selling~~sales ~~shareholders~~of ~~may~~our ~~sell~~Common orStock ~~dispose~~in of the ~~securities~~public inmarket ~~one~~could orlower ~~more~~the price of ~~the~~our ~~following~~Common ~~ways~~Stock ~~(or~~and inimpair ~~any~~our ~~combination)~~ability ~~from~~to ~~time~~raise funds in future tosecurities ~~time:~~offerings.

●Future sales ~~through~~of ~~underwriters~~a orsubstantial ~~dealers;~~number ●of ~~directly~~shares toof aour ~~limited~~Common ~~number~~Stock ofin ~~purchasers~~the public market, or tothe aperception ~~single~~that ~~purchaser~~such ~~(including~~sales ~~block~~may ~~transactions);~~occur, ●could adversely ~~through~~affect ~~agents;~~the orthen ●prevailing anmarket ~~offering~~price of ~~shares~~our byCommon ~~way~~Stock ofand acould ~~distribution~~make it more difficult for us to ~~shareholders,~~raise ~~partners~~funds orin ~~members~~the future through a public offering of our securities.

IfOur ~~the~~Common ~~selling~~Stock ~~shareholders~~is ~~use~~subject ~~underwriters~~to inprice ~~the~~volatility ~~sale,~~unrelated ~~the securities will be acquired by the underwriters for their own account(s) and may be resold from time~~ to ~~time~~our ~~in one or more transactions, including:~~operations.

●The market ~~negotiated~~price ~~transactions;~~of ●our atCommon aStock ~~fixed~~could ~~public~~fluctuate ~~offering~~substantially ~~price~~due orto ~~prices~~a variety of factors, ~~which~~including ~~may~~market beperception ~~changed;~~of ●our atability to ~~market~~achieve ~~prices~~our ~~prevailing~~planned atgrowth, ~~the~~quarterly ~~time~~operating results of ~~sale;~~other ●companies atin ~~prices~~the ~~related~~same toindustry, ~~prevailing~~trading ~~market~~volume ~~prices;~~in our Common Stock, changes in general conditions in the economy and the financial markets or ●other atdevelopments ~~negotiated~~affecting ~~prices~~the Company’s competitors or the Company itself.

~~Broker-dealers~~Because ~~engaged~~we bydo ~~the~~not ~~selling~~intend ~~shareholders may arrange for other broker-dealers~~ to ~~participate~~pay individends, ~~sales. Broker-dealers may receive commissions or discounts from the selling~~ shareholders ~~(or,~~will ifbenefit ~~any broker-dealer acts as agent for the purchaser of shares of common stock,~~ from ~~the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of~~ an ~~agency~~ ~~transaction,~~investment ~~not~~ in ~~excess~~our ofCommon aStock ~~customary~~only ~~brokerage~~if ~~commission~~it inappreciates ~~compliance with FINRA Rule 2440; and~~ in ~~the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440~~value.

~~The~~We ~~obligations~~have ofnever ~~the~~declared ~~underwriters~~or topaid ~~purchase~~ any ~~securities~~cash ~~will~~dividends beon ~~conditioned~~our onpreferred ~~customary~~stock ~~closing~~or ~~conditions~~Common ~~and~~Stock. For the ~~underwriters~~foreseeable future, it is expected that earnings, if any, generated from our operations will be ~~obligated~~used to ~~purchase~~finance ~~all~~the growth of ~~such~~our ~~series~~business, and that no dividends will be paid to holders of ~~securities~~the Company’s Common Stock. As a result, ifthe success of an investment in our Common Stock will depend upon any ~~are~~future appreciation ~~purchased~~in its value. There can be no guarantee that our Common Stock will appreciate in value.

The price of our Common Stock may become volatile, which could lead to losses by investors and costly securities litigation.

The trading price of our Common Stock is likely to be highly volatile and could fluctuate in response to factors such as:

	●	actual or anticipated variations in our operating results;

	●	announcements of developments by us or our competitors;

	●	announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;

	●	adoption of new accounting standards affecting our industry;

	●	additions or departures of key personnel;

	●	introduction of new products by us or our competitors;

	●	sales of our Common Stock or other securities in the open market; and

	●	other events or factors, many of which are beyond our control.

The ~~selling~~stock ~~shareholders~~market ~~may~~is ~~sell~~subject to significant price and volume fluctuations. In the ~~securities~~past, ~~through~~following ~~agents~~periods ~~from~~of ~~time~~volatility toin ~~time.~~the ~~Generally~~market price of a company’s securities, ~~any~~securities ~~agent~~class ~~will~~action belitigation ~~acting~~has onoften been initiated against such a ~~best-efforts~~company. Litigation initiated ~~basis~~against ~~for~~us, ~~the~~whether ~~period~~or not successful, could result in substantial costs and diversion of ~~its~~our ~~appointment~~management’s attention and Company resources, which could harm our business and financial condition.

~~The~~Investors ~~selling shareholders~~ may ~~enter~~experience ~~into~~dilution ~~hedging transactions with broker-dealers or other financial institutions. In connection with such transactions, broker-dealers or other financial institutions may engage in short sales~~ of ~~our~~their ~~common~~ownership ~~stock~~interests inbecause ~~the course~~ of ~~hedging~~future ~~the~~issuances positions they assume with the selling shareholders. The selling shareholders may also enter into options or other transactions with broker-dealers or other financial institutions which require the delivery to such broker-dealer or other financial institution of ~~shares~~additional ~~offered hereby, which~~ shares ~~such~~of ~~broker-dealer~~our orCommon ~~other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction)~~Stock.

~~The~~We ~~selling~~recently ~~shareholders~~obtained ~~and~~financing ~~any~~through ~~broker-dealers or agents that are involved in selling~~ the ~~shares~~issuance of ~~common~~the ~~stock~~Notes ~~may~~and beWarrants ~~deemed~~ to be ~~“underwriters”~~fund ~~within~~our ~~the meaning of the Securities Act in connection with such sales~~operations. InWe ~~such~~may ~~event,~~also ~~any~~issue ~~commissions received~~additional ~~by such broker-dealers or agents and any profit on the resale of the~~ shares of ~~common~~our ~~stock~~Common ~~purchased~~Stock byor ~~them~~other ~~may~~securities ~~be deemed~~that toare beconvertible ~~underwriting~~into ~~commissions~~ or ~~discounts~~exercisable ~~under~~for ~~the~~our ~~Securities~~Common ~~Act.~~Stock ~~Each~~in ~~selling~~connection ~~shareholder~~with ~~has~~hiring ~~informed~~or ~~us that it~~retaining ~~does~~employees, ~~not~~future ~~have~~acquisitions ~~any written~~ or ~~oral~~for ~~agreement~~other orbusiness ~~understanding,~~purposes. ~~directly~~The orfuture ~~indirectly,~~issuance ~~with~~of any ~~person~~such toadditional ~~distribute the~~ shares of ~~common~~Common ~~stock.~~Stock Inwill result noin ~~event~~dilution ~~shall~~to ~~any~~our ~~broker-dealer~~shareholders ~~receive~~and ~~fees,~~may ~~commissions~~create ~~and~~downward ~~markups,~~pressure ~~which,~~on in the ~~aggregate,~~trading ~~would~~price ~~exceed eight~~of ~~percent~~our ~~(8%)~~Common Stock.

~~Because~~Provisions ~~selling~~in ~~shareholders~~our ~~may~~Company becharter ~~deemed~~documents toand beunder ~~“underwriters”~~Delaware ~~within~~law ~~the~~could ~~meaning~~make ofan ~~the~~acquisition ~~Securities Act, they will be subject to the prospectus delivery requirements~~ of ~~the~~our ~~Securities Act including Rule 172 thereunder. In addition~~company, ~~any~~which ~~shares of common stock covered by this prospectus that qualify for sale pursuant to Rule 144 under the Securities Act~~ may be ~~sold~~beneficial ~~under~~to ~~Rule~~our ~~144~~stockholders, ~~rather~~more ~~than~~difficult ~~under~~and ~~this~~may ~~prospectus.~~prevent ~~The~~attempts ~~selling~~by ~~shareholders~~our ~~have~~stockholders ~~advised~~to usreplace ~~that there is no underwriter~~ or ~~coordinating~~remove ~~broker acting~~our incurrent ~~connection with the proposed sale of the shares of common stock by the selling shareholders~~management.

AsProvisions ~~used~~in ~~herein,~~our ~~“selling~~certificate ~~shareholders”~~of ~~includes~~incorporation ~~donees,~~and ~~pledgees~~our bylaws may discourage, ~~distributees~~delay or prevent a merger, ~~transferees~~acquisition or other ~~successors-~~change in~~-interest~~ control ~~selling~~of our Company that stockholders may consider favorable, including transactions in which they might otherwise receive a premium for their shares. ~~received~~These ~~after~~provisions could also limit the ~~date~~price that investors might be willing to pay in the future for shares of ~~this~~our ~~prospectus~~Common ~~from~~Stock, thereby adepressing ~~named~~the ~~selling~~market ~~shareholder~~price asof aour ~~gift~~Common Stock. In addition, ~~pledge~~because our board of directors is responsible for appointing the members of our management team, ~~partnership~~these ~~distribution~~provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors. In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which prohibits a person who owns in excess of 15% of our outstanding voting stock from merging or ~~other~~combining ~~non-sale~~with ~~related~~us ~~transfer~~for a period of three years after the date of the transaction in which the person acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner.

~~Underwriters~~Our ~~and~~board ~~agents~~of ~~may~~directors becontrols ~~entitled~~a ~~under~~significant ~~agreements~~percentage ~~entered~~of ~~into with~~ the ~~selling~~outstanding ~~shareholders,~~shares ~~if applicable, to indemnification by the selling shareholders, if applicable, against certain civil liabilities, including liabilities under the Securities Act~~ of ~~1933, or~~voting ~~to contribution with respect to payments which the underwriters or agents may be required to make~~stock.

~~Under~~At ~~applicable~~present, ~~rules~~members ~~and~~of ~~regulations~~our ~~under~~board ~~the~~of ~~Exchange~~directors ~~Act,~~and/or ~~any~~their ~~person~~affiliated ~~engaged~~entities incontrol ~~the~~approximately ~~distribution~~37% of the outstanding shares of ~~common stock~~voting ~~may not simultaneously engage in market making activities with respect to the common~~ stock ~~for the applicable restricted period~~, as ~~defined~~and intherefore ~~Regulation~~have M,significant ~~prior~~power to ~~the~~influence ~~commencement~~all ofmatters ~~the~~requiring ~~distribution. In addition,~~ the ~~selling~~approval ~~shareholders will be subject to applicable provisions~~ of ~~the~~our ~~Exchange Act and the rules and regulations thereunder~~stockholders, including ~~Regulation M, which may limit~~ the ~~timing~~ election of ~~purchases~~directors and ~~sales of our securities by~~ the ~~selling~~approval ~~shareholders or any other person. We will make copies~~ of ~~this prospectus~~mergers ~~available to the selling shareholders~~ and ~~have~~other ~~informed~~significant ~~them~~corporate ~~of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act)~~transactions. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

LEGAL PROCEEDINGS

We are not party to any lawsuits or legal proceedings, the adverse outcome of which, in management’s opinion, individually or in the aggregate, would have a material adverse effect on our results of operations and financial position, and have no knowledge of any threatened or potential lawsuits or legal proceedings against us. From time to time, we may be involved in litigation relating to claims arising out of operations in the ordinary course of business.

~~DIRECTORS,~~CAUTIONARY ~~EXECUTIVE~~NOTE ~~OFFICERS,~~REGARDING ~~PROMOTERS,~~FORWARD-LOOKING ~~CONTROL PERSONS~~STATEMENTS

~~The~~This ~~following~~prospectus ~~sets~~and ~~forth~~the ~~information~~documents incorporated by reference herein and therein contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve a number of risks and uncertainties. We caution readers that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement. These statements are based on current expectations of future events. Such statements include, but are not limited to, statements about ~~our~~future ~~directors~~financial and ~~executive~~operating ~~officers~~results, asplans, objectives, expectations and intentions, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, cost savings, objectives of management, business strategies, financing, potential growth and market opportunities, product pipeline, the ~~date~~achievement of commercial milestones, the advancement of our technologies and our products, and other statements that are not historical facts. You can find many of these statements by looking for words like “believes,” “expects,” “anticipates,” “estimates,” “may,” “might,” “should,” “could,” “plan,” “intend,” “project,” “seek” or similar expressions in this ~~Report:~~prospectus and the documents incorporated by reference herein and therein. We intend that such forward-looking statements be subject to the safe harbors created thereby.

Name	Age	Position
Riccardo Delle Coste	40	President, Chief Executive Officer and Chairman
Joseph S. Tesoriero	64	Chief Financial Officer
Steven Lang	66	Director
Arnold Tinter	73	Secretary and Director
Joseph M. Cugine	56	Director
Alexander H. Ware	56	Director
Isabelle Ortiz-Cochet	57	Director

These forward-looking statements are based on the current beliefs and expectations of our management and are subject to significant risks and uncertainties. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results may differ materially from current expectations and projections. Factors that might cause such a difference include those discussed in Risk Factors, as well as those discussed in the documents incorporated by reference herein and therein. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made.

~~Riccardo~~All ~~Delle~~subsequent ~~Coste~~written ~~has~~or ~~been~~oral ~~the~~forward-looking ~~Chairman~~statements ofattributable ~~our~~to ~~board~~us ofor ~~directors,~~any ~~President~~person ~~and~~acting ~~Chief~~on ~~Executive~~our ~~Officer~~behalf ~~since~~are ~~January~~expressly ~~10,~~qualified ~~2012.~~in Hetheir ~~has~~entirety ~~also~~by ~~been~~ the ~~President~~cautionary ~~and~~statements ~~Chief~~contained ~~Executive~~or ~~Officer~~referred ofto ~~Barfresh~~in ~~Inc.,~~this ~~a Nevada corporation and our wholly owned subsidiary (“Barfresh NV”), since its inception~~section. ~~Mr.~~We ~~Delle~~do ~~Coste~~not isundertake ~~the~~any ~~inventor~~obligation ofto ~~the~~release ~~patented technology and the creator of~~publicly ~~Barfresh.~~any ~~Mr.~~revisions ~~Delle~~to ~~Coste~~these ~~developed a unique system using controlled pre~~forward-~~packaged~~looking ~~portions~~statements to ~~deliver~~reflect aevents ~~freshly~~or ~~made~~circumstances ~~smoothie that~~after ~~is quick, cost efficient, healthy and with no waste. In building~~ the ~~business,~~date ~~he is responsible for securing new business and maintaining key client relationships. He is also responsible for the development~~ of ~~new~~this ~~product~~prospectus ~~from~~or ~~testing~~ to ~~full-scale~~reflect ~~production,~~the ~~establishment~~occurrence of ~~the~~unanticipated ~~manufacturing facilities that have all necessary accreditations~~events, ~~technology~~except ~~development,~~as ~~product improvement~~may ~~and~~be ~~R&D~~required ~~with~~under ~~new~~applicable ~~product launches~~U. MrS. ~~Delle~~securities ~~Coste~~law. ~~also~~If ~~has~~we ~~over~~do ~~five~~update ~~years~~one ofor ~~investment~~more ~~banking experience.~~forward-looking ~~Mr. Delle Coste attended Macquarie University~~statements, ~~Sydney,~~no ~~Australia~~inference ~~while~~should ~~studying~~be ~~for~~drawn athat ~~Bachelor~~we ofwill ~~Commerce~~make ~~for~~additional ~~3.5~~updates ~~years~~with ~~but~~respect ~~left~~ to ~~pursue~~those ~~business~~or ~~interests~~other ~~before~~forward-looking ~~receiving a degree~~statements.

~~Qualifications:~~USE ~~Mr.~~OF ~~Delle Coste has 17 years of experience within retail, hospitality and dairy manufacturing.~~PROCEEDS

~~Joseph~~We S.will ~~Tesoriero~~not ~~was~~receive ~~appointed~~any ~~as Chief Financial Officer~~ of the ~~Company~~proceeds onfrom ~~May 18, 2015. Mr. Tesoriero has served as an independent director of Smart & Final Stores, Inc. (NYSE: SFS) since July of 2014, where he serves as Chairman of~~ the ~~Audit~~sale ~~Committee and Chairman~~ of the ~~Nominating~~shares ~~and Governance Committee. He was most recently engaged as a financial advisor for Dole Asia Holdings, Ltd. Pte., a Singapore based wholly owned subsidiary~~ of ~~Itochu~~Common ~~Corporation~~Stock ofoffered ~~Japan,~~under ~~from April 2013 to October 2013. Prior to~~ this ~~consulting~~prospectus ~~engagement,~~by ~~Mr.~~the ~~Tesoriero~~Selling ~~served as Executive Vice Present and Chief Financial Officer of Dole Food Company Inc~~Stockholders. ~~from February 2010 to April 2013~~Rather, asthe ~~its~~Selling ~~Vice~~Stockholders ~~President~~will ~~and~~receive ~~Chief~~those ~~Financial~~proceeds ~~Officer from August 2004 to February 2010 and as its Vice President of Tax from September 2002 to August 2004~~directly. ~~Prior~~We ~~to joining Dole~~may, ~~Mr. Tesoriero was Senior Vice President of Tax of Global Crossing (1998-2002)~~however, ~~Vice~~receive ~~President~~up ofto ~~Tax of Coleman Camping Equipment (1997-1998)~~$7, International Tax Attorney with Revlon Cosmetics (1989-1997) and Tax Attorney with IBM (1980-1988). Mr. Tesoriero began his career in 1978 as a Tax Associate with Haskins & Sells (now Deloitte Touche). Mr. Tesoriero holds a B.S. in Accounting from Villanova University528,000 ~~a J.D.~~ from ~~New~~ ~~York~~the ~~Law~~exercise ~~School and an LL.M. in Taxation from Boston University. He has been a member~~ of Warrants by the ~~New~~Selling ~~York State Bar since 1978~~Stockholders.

Qualifications: Mr. Tesoriero has over 30 years of experience in corporate finance leadership positions.

Steven Lang was appointed as Director of the Company on January 10, 2012. He has also served as Secretary of Barfresh NV since its inception. Prior to joining Barfresh NV, from 2003 to 2007, Mr. Lang was a director of Vericap Finance Limited, a company that specializes in providing advice to and investing in Australian companies with international growth potential. From 1990 to 1999, he served as a director of Babcock & Brown’s Australian operations where he was responsible for international structured finance transactions. Mr. Lang received a Bachelor of Commerce and a Bachelor of Laws from the University of New South Wales in 1976 and a Master of Laws from the University of Sydney in 1984. He has been a member of the Institute of Chartered Accountants in Australia and was licensed to practice foreign law in New York.

Qualifications: Mr. Lang has over 35 years of experience in business, accounting, law and finance and served as Chairman of an Australian public company.

Arnold Tinter was appointed as Director, Chief Financial Officer and Secretary of the Company on January 10, 2012. Mr. Tinter resigned his position as Chief Financial Officer on May 18, 2015 served temporarily as Principal Accounting Officer. Mr. Tinter founded Corporate Finance Group, Inc., a consulting firm located in Denver, Colorado, in 1992, and is its President. Corporate Finance Group, Inc., is involved in financial consulting in the areas of strategic planning, mergers and acquisitions and capital formation. He has been the chief financial officer and a director of other public companies: From 2012 to 2016, LifeApps Digital Media Inc. and Arvana Inc. From 2006 to 2010 he was the chief financial officer of Spicy Pickle Franchising, Inc. In all of the companies his responsibilities included oversight of all accounting functions, including SEC reporting, strategic planning and capital formation. From May 2001 to May 2003, he served as chief financial officer of Bayview Technology Group, LLC, a privately held company that manufactured and distributed energy-efficient products. From May 2003 to October 2004, he also served as that company’s chief executive officer. Prior to 1990, Mr. Tinter was chief executive officer of Source Venture Capital, a holding company with investments in the gaming, printing and retail industries. Mr. Tinter received a B.S. degree in Accounting in 1967 from C.W. Post College, Long Island University, and is licensed as a Certified Public Accountant in Colorado.

Qualifications: Mr. Tinter has over 40 years of experience as a Certified Public Accountant and a financial consultant. During his career he served as a director of numerous public companies.

~~Joseph~~SELLING M. Cugine was appointed as Director of the Company on July 29, 2014 and on April 27, 2015, was appointed president of our wholly owned subsidiary, Smoothie Inc. Mr. Cugine is the owner and president of Cugine Foods and JC Restaurants, a franchisee of Taco Bell and Pizza Hut in New York. He is also president and owner of Restaurant Consulting Group LLC. Prior to owning and operating his own firms, Mr. Cugine held a series of leadership roles with PepsiCo, lastly as chief customer officer and senior vice president of PepsiCo’s Foodservice division. Mr. Cugine also serves on the board of directors of The Chef’s Warehouse, Inc., a publicly traded specialty food products distributor in the U.S., as well as Ridgefield Playhouse and R4 Technology. He received his B.S. degree from St. Joseph’s University in Philadelphia.STOCKHOLDERS

~~Qualifications:~~We ~~Mr.~~are ~~Cugine’s~~registering ~~career in sales~~5, ~~marketing~~550,602 ~~operations~~shares ~~and~~of ~~supply~~our ~~chain~~Common ~~spans~~Stock ~~more~~consisting ~~than~~of: 25(a) ~~years.~~up Heto ~~has~~3,198,102 ~~extensive~~Conversion ~~industry contacts~~Shares, ~~and~~(b) ~~proven~~up ~~experience~~to ~~leading~~602,240 Interest Shares, and ~~advising~~(c) ~~numerous~~up ~~successful~~to ~~food~~2,352,500 ~~distribution~~Warrant ~~companies~~Shares.

~~Alexander~~The H.shares ~~Ware was appointed as director~~ of ~~the~~Common ~~company~~Stock onbeing ~~July~~registered ~~13,~~include ~~2016.~~such ~~Mr.~~indeterminate ~~Ware~~number ~~is President~~ of ~~Foodsby,~~shares ~~Inc., a leading meal ordering platform serving the office marketplace, since September 2018. Previously, he served as Interim President, Executive Vice President & Chief Financial Officer~~ of ~~Buffalo~~Common ~~Wild~~Stock ~~Wings since October 2016. From 2012 through 2016, Mr. Ware was Executive Chairman of MStar Holding Corporation (MicroStar), in addition, he served~~ as ~~Interim~~may ~~Chief~~be ~~Executive~~issuable ~~Officer~~with inrespect ~~2013. Prior~~ to ~~MicroStar,~~the heshares ~~served as a Senior Advisor and previously as Executive Vice President~~ of ~~Strategic~~Common ~~Development~~Stock ofbeing ~~Pohlad~~registered ~~Companies, a~~hereunder ~~family~~only ~~office, from 2010 to 2015. Starting in 1994, he served in increasing capacities at PepsiCo, then PepsiAmericas, Inc. culminating~~ as ~~Executive Vice President & Chief Financial Officer from 2005 to 2010. Previously, he was~~ a ~~Senior~~result ~~Associate at Booz Allen Hamilton, Inc. from 1990-1994. Mr. Ware received his Bachelor~~ of ~~Arts~~stock ~~degree in Economics from Hampden-Sydney College and his Master of Business Administration from the Darden Graduate School of Business at University of Virginia. In addition to Barfresh~~splits, ~~Mr.~~stock ~~Ware~~dividends ~~currently~~or ~~serves~~similar ~~on the board of MStar Holding Corporation and on the advisory board of Stonearch Capital~~transactions.

~~Qualifications:~~All ~~Mr.~~shares ~~Ware~~that ~~brings~~may ~~over~~be 30issued ~~years~~will ofbe ~~experience~~restricted securities as that term is defined in ~~leadership,~~Rule ~~strategic~~144 ~~planning~~under the Securities Act and ~~business~~will ~~portfolio~~remain restricted ~~management~~unless and until such shares are sold pursuant to this prospectus, or otherwise are sold in compliance with Rule 144.

~~Isabelle~~No ~~Ortiz-Cochet~~stockholder ~~was~~may ~~appointed~~offer asor ~~director~~sell shares of ~~the~~our ~~Company~~Common onStock ~~December~~under ~~16,~~this ~~2016.~~prospectus ~~She~~unless issuch ~~the~~stockholder ~~Chief~~has ~~Investment~~notified ~~Officer~~us ~~for Unibel, parent company~~ of ~~Bel~~such ~~Group. Bel is an international France-based group, a world leader in branded cheese business, with brands~~stockholder’s ~~such~~intention asto ~~Laughing~~sell ~~Cow,~~shares ~~Mini-Babybel~~of orour ~~Boursin.~~Common InStock ~~that position since January 2016, Ms. Ortiz-Cochet drives Unibel diversification strategy,~~ and ~~leads~~ the ~~investment~~registration ~~portfolio~~statement ~~development. She was previously VP Strategic Development at Bel Group Form September 2013 to December 2015. From 2007 to 2013, based out~~ of ~~Bel’s~~which ~~New~~this ~~York~~prospectus ~~office,~~is ~~Ms.~~a ~~Ortiz-Cochet~~part ~~led~~has ~~the~~been ~~development~~declared ~~of long~~effective ~~term~~by ~~strategies in North and South America, as well as Marketing strategy in~~ the ~~region.~~SEC ~~Prior to that position, she held a number of leadership positions in marketing~~ and ~~global~~remains ~~strategy~~effective at ~~Bel out of~~ the ~~Paris~~time ~~office,~~such atSelling ~~French,~~Stockholder ~~European~~offers ~~and~~or ~~corporate~~sells ~~levels. Isabelle~~such ~~began her career with Kimberly Clark in France~~shares. ~~Isabelle earned a master degree from ESSEC Business School in France, and an executive MBA from HEC Business School, France.~~

~~Pursuant~~The tofollowing ~~the~~table ~~investor~~sets ~~rights~~forth ~~agreement~~as ~~between~~of ~~Barfresh~~April ~~and~~15, ~~Unibel~~2026, ~~dated~~information ~~November~~regarding ~~23,~~the ~~2016,~~current ~~Unibel~~beneficial isownership ~~entitled~~of toour ~~appoint~~Common ~~one~~Stock ~~director to~~by the ~~board~~persons identified, ofbased ~~directors~~on ofinformation ~~Barfresh~~provided to us by them, which ~~director~~we ishave ~~entitled~~not toindependently ~~sit~~verified. onWe ~~each~~have ~~committee~~assumed for purposes of the table ~~board~~that the Selling Stockholders will sell all of ~~directors~~the ~~selected~~ shares offered by ~~the~~this ~~Unibel~~prospectus. The Selling Stockholders may, ~~unless~~from ~~Unibel~~time ~~has~~to time, ~~beneficial~~offer ~~ownership~~all or some of ~~less~~their ~~than:~~shares ~~(i)~~under 75this prospectus or in another manner.0% ofNo ~~the~~assurance ~~Shares;~~can ~~and~~be ~~(ii)~~given ~~5.0%~~as ofto the ~~company’s~~actual number ~~issued~~of ~~and~~shares ~~outstanding~~that ~~common~~will ~~stock.~~be ~~Unibel~~resold ~~has~~by ~~designated~~the ~~Isabelle~~Selling ~~Ortiz-Cochet~~Stockholders as(or ~~its~~any ~~board~~of ~~designee~~them). ~~Barfresh~~In ~~has~~addition, ~~agreed~~a toSelling Stockholder may have already sold ~~call~~or ~~shareholder~~otherwise ~~meetings~~disposed ~~whenever~~of ~~necessary~~shares toin ~~ensure~~transactions ~~Unibel’s~~exempt ~~designee~~from isthe ~~elected~~registration asrequirements aof ~~director~~the Securities Act. AtThe Selling Stockholders are not making any ~~time~~representation that ~~Unibel’s designee~~the isshares ~~not~~covered aby ~~director,~~this ~~Unibel’s~~prospectus ~~designee~~ will be ~~entitled~~offered tofor besale. aExcept ~~board~~as ~~observer~~set forth below, no Selling Stockholder has held any position nor had any material relationship with our affiliates or us during the past three years. ~~Riccardo~~Except as ~~Delle~~set ~~Coste~~forth below, ~~Steven~~each ~~Lang and~~of ~~their~~the ~~respective~~Selling ~~affiliates~~Stockholders ~~have~~has ~~agreed~~advised tothe ~~vote~~Company ~~their~~that ~~shares~~it inis ~~favor~~not a registered broker-dealer or an affiliate of ~~Unibel’s~~a ~~designee~~registered broker-dealer.

Riccardo Delle Coste is the Company’s CEO, Chairman and significant stockholder. Joseph M. Cugine is a director of the Company.

The number of shares outstanding and the percentages of beneficial ownership are based on 16,104,853 shares of our Common Stock issued and outstanding as of April 15, 2026.

Under Rule 13d-3, beneficial ownership includes any shares as to which a Selling Stockholder has sole or shared voting power or investment power and also any shares that Selling Stockholder has the right to acquire within 60 days of the date of this prospectus through the exercise of any stock option.

The term “Selling Stockholders” also includes any pledgees, assignees, or other successors in interest to the Selling Stockholders named in the table below. Unless otherwise indicated, to our knowledge, each person named in the table below has sole voting and investment power (subject to applicable community property laws) with respect to the shares of Common Stock set forth opposite such person’s name. We will file a supplement to this prospectus (or a post-effective amendment hereto, if necessary) to name successors to any named selling stockholders who are able to use this prospectus to resell the Common Stock registered hereby.

Employment Agreements

	Number of Shares⁽¹⁾							Percentage
Selling Stockholder	Owned Before Offering			Being Registered		Owned After Offering		Ownership After Offering
Brian Tracy		110,599			110,599		0		0.0	%
The Angell Foundation		398,664			368,664		30,000		0.2	%
William D. Moreland		1,022,863			737,328		285,535		1.8	%
Pessin Children’s Trust		684,486	⁽²⁾		184,332		500,154		3.1	%
Shipman & Goodwin Profit Sharing Trust		332,488	⁽²⁾		42,765		289,723		1.8	%
21 April Fund, Ltd.		610,068			256,221		353,847		2.2	%
21 April Fund, L.P.		250,049			112,442		137,607		0.9	%
Ellen-Maria Gorrissen Trust 2 U/A DTD 6/3/1993		936,737			368,664		568,073		3.5	%
Algonquin Capital Management, LLC		442,397			442,397		0		0.0	%
Lytton-Kambara Foundation		1,156,615	⁽²⁾		884,793		271,822		1.7	%
Pinz Capital Special Opportunities Fund, LP		294,931			294,931		0		0.0	%
Bigger Capital Fund, LP		184,332			184,332		0		0.0	%
Iroquois Capital Investment Group, LLC		138,986			138,986		0		0.0	%
Iroquois Master Fund, Ltd.		74,839			74,839		0		0.0	%
Thomas Duxbury		73,833			73,733		100		0.0	%
Great Point Capital, LLC		921,659			921,659		0		0.0	%
Joe Cugine		446,140	⁽³⁾		147,465		298,675		1.8	%
White Lion Capital LLC		184,332			184,332		0		0.0	%
Riccardo Delle Coste		1,931,617	⁽⁴⁾		22,120		1,909,497		11.7	%
		10,195,635			5,550,602		4,645,033

On April 27, 2015, Smoothie, Inc. entered into an executive employment agreement with Riccardo Delle Coste, its Chief Executive Officer and director. Mr. Delle Coste is also the Chief Executive Officer and Chairman of the Company. Pursuant to the employment agreement, he will receive a base salary of $350,000 and performance bonuses of 75% of his base salary based on mutually agreed upon performance targets. In addition, Mr. Delle Coste will receive up to an additional 500,000 performance options, on an annual basis. All options granted under the employment agreement are subject to the Company’s 2015 Equity Incentive Plan.

*	Less than 0.1%
⁽¹⁾	The number of shares gives effect to shares issuable upon conversion of the Notes, payment of interest on the Notes in shares, and exercise of exercisable options and warrants.
⁽²⁾	Includes shares owned by affiliate(s) of the Selling Stockholder.
⁽³⁾	Includes 44,186 shares underlying stock options exercisable within 60 days and 19,763 restricted stock units that will vest on June 10, 2026.
⁽⁴⁾	Includes 1,642,022 shares owned by R.D. Capital Holdings PTY Ltd. and of which Riccardo Delle Coste is deemed to be a beneficial owner and 173,079 shares underlying stock options exercisable within 60 days.

On April 27, 2015, Smoothie, Inc. entered into an executive employment agreement with Joseph M. Cugine to serve as President of Smoothie, Inc. Pursuant to the employment agreement, Mr. Cugine will receive a base salary of $300,000 and performance bonuses of 75% of his base salary based on mutually agreed upon performance targets. In addition, Mr. Cugine will receive 8-year options to purchase up to 600,000 shares of Barfresh, one-half vesting on each of the second and third anniversaries of the date of Mr. Cugine’s employment agreement. In addition, he will receive up to an additional 500,000 performance options, on an annual basis. All options granted under the employment agreement are subject to the Company’s 2015 Equity Incentive Plan.

The Company entered into an executive employment agreement with Joseph S. Tesoriero on May 18, 2015, pursuant to which he agreed to serve as Chief Financial Officer. Pursuant to the employment agreement, Mr. Tesoriero received a base salary of $250,000 and performance bonuses of 75% of his base salary, based upon performance targets determined by the Board of Directors. In addition, Mr. Tesoriero was granted 350,000 shares of common stock of Barfresh and 8-year options to purchase up to 500,000 shares of common stock of Barfresh. One-half of each of the share and option grants vests on each of the second and third anniversaries of the date of commencement of Mr. Tesoriero’s employment. Mr. Tesoriero also receives 8-year performance options to purchase up to an additional 350,000 shares on an annual basis. All shares and options granted under the employment agreement are subject to the Company’s 2015 Equity Incentive Plan.

Effective April 1, 2019, the Company and Mr. Tesoriero entered into an amendment to his employment agreement reducing Mr. Tesoriero’s time commitment and compensation by 60%, in order to more effectively address the Company’s current needs.

Term of Office

Directors are appointed for a one-year term to hold office until the next annual general meeting of shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until the earlier of resignation or removal.

Director Independence

We use the definition of “independence” standards as defined in the NASDAQ Stock Market Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship, which, in the opinion of the Company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. We determined, as of December 31, 2018, that five of our seven directors are independent, which constitutes a majority. One of our directors, Alice Elliot, subsequently resigned effective March 31, 2019, reducing the current number of directors to six, four of which are independent.

Board Committees

We currently have an audit committee, a compensation committee and a nominating and governance committee. The members of the audit committee are Arnold Tinter, Steven Lang and Riccardo Delle Coste. The audit committee is primarily responsible for reviewing the services performed by our independent auditors and evaluating our accounting policies and our system of internal controls. Steven Lang and Arnold Tinter are independent members of the audit committee, as defined above. In the future we expect to have an audit committee comprised of all independent members. The members of the compensation committee are Arnold Tinter and Riccardo Delle Coste. The compensation committee is primarily responsible for reviewing and approving our salary and benefits policies (including stock options) and other compensation of our executive officers. The members of the nominating committee are Arnold Tinter and Steven Lang. The nominating and governance committee is primarily responsible for overseeing corporate governance and for identifying, evaluating and recommending individuals to serve as directors of the company.

Legal Proceedings

To the best of our knowledge, none of our executive officers or directors are parties to any material proceedings adverse to the Company, have any material interest adverse to the Company or have been subject to legal, administrative or judicial orders, proceedings or decrees required to be disclosed.

Code of Ethics

Our Chief Executive Officer, and our Chief Financial Officer are bound by a Code of Ethics that complies with Item 406 of Regulation S-K of the Exchange Act.

Legal Proceedings

● been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); ● had any bankruptcy petition filed by or against him/her or any business of which he/she was a general partner or executive officer, either at the time of the bankruptcy or within two years prior to that time; ● been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities, futures, commodities or banking activities; ● been found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; ● been subject to, or party to, any judicial or administrative order, judgment, decree , or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal or State securities or commodities law or regulation, (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding our shares of common stock beneficially owned as of May 10, 2019 for (i) each shareholder known to be the beneficial owner of 5% or more of our outstanding shares of common stock, (ii) each named executive officer and director, and (iii) all executive officers and directors as a group. A person is considered to beneficially own any shares: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants or otherwise. Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.

For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to acquire within 60 days of May 10, 2019. As of May 10, 2019, the Company had 130,085,820 shares of common stock outstanding. For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within 60 days of May 10, 2019 is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.

	Common Stock
Name and address of beneficial owner (1)	Amount and nature of beneficial ownership		Percent of class o/s
Riccardo Delle Coste (2) (3) (4) (5)(6)		22,219,966		16.80	%
Steven Lang (7) (8) (9) (10) (11)		20,696,294		15.81	%
Joseph Tesoriero (12) (13) (14)		1,985,574		1.51	%
Arnold Tinter (15) (16)		950,000		0.73	%
Joe Cugine (17) (18) (19) (20)		3,167,287		2.41	%
Alexander Ware (21) (22) (23)		460,452		0.35	%
Isabelle Ortiz-cochet (24) (25) 2 Allee De Longchamp Suresnes, France		225,543		0.17	%
All directors and officers as a group (8 persons)		49,705,116		36.51	%
Unibel (26) (27) 2 Allee De Longchamp Suresnes, France 92150		25,551,503		18.47	%
IBEX Investors LLC (fka) Lazarus Investment Partners LLLP (28) 3200 Cherry Creek South Drive Suite 670 Denver, CO 80209		16,245,766		12.24	%

	1	The address of those listed, except as noted is c/o Barfresh Food Group Inc., 3600 Wilshire Boulevard Suite 1720, Los Angeles, CA 90211
	2	Mr. Delle Coste is the Chief Executive Officer, President and a Director of the Company
	3	Includes 19,471,779 shares owned by R.D. Capital Holdings PTY Ltd. and of which Riccardo Delle Coste is deemed to be a beneficial owner.
	4	Includes 633,333 shares underlying options granted.
	5	Includes 154,788 shares underlying warrants issued in connection with promissory notes the holder of which is R.D. Capital Holdings PTY Ltd. And of which Riccardo Delle Coste is deemed to be a beneficial owner 731,635 shares underlying warrants issued in connection with deferred compensation.
	6	Includes 83,333 shares underlying convertible debt
	7	Mr. Lang is a Director of the Company
	8	Includes 19,127,177 shares owned by Sidra Pty Limited of which Steven Lang is deemed to be a beneficial owner
	9	Includes 534,468 shares underlying options granted
	10	Includes 268,402 shares underlying warrants issued in connection with a promissory note the holder of which is Sidra PTY Limited
	11	Includes 500,000 shares underlying convertible debt
	12	Mr. Tesoriero is the Chief Financial Officer of the Company
	13	Includes 811,378 shares underlying options granted.
	14	Includes 76,629 shares underlying warrants issued in connection with a promissory note and conversion thereof and 590,178 shares underlying warrants issued in connection with deferred compensation
	15	Mr. Tinter is the Secretary and a Director of the Company
	16	Includes 150,000 shares underlying options granted
	17	Mr. Cugine is President of a subsidiary of the Company and a Director
	18	Includes 822,526 shares underlying options granted.
	19	Includes 111,666 shares underlying warrants issued in connection with purchase of common shares and 273,798 shares underlying warrants issued in connection with deferred compensation.
	20	Includes 83,333 shares underlying convertible debt
	21	Mr. Ware is a Director of the Company
	22	Includes 301,848 shares owned by The Alexander Ware Revocable Trust of which Mr. Ware is deemed to be a beneficial owner
	23	Includes 78,125 shares underlying warrants issued to The Alexander Ware Revocable Trust in connection with purchase of common stock.
	24	Ms. Ortiz-cochet is a Director of the Company
	25	Includes 225,543 shares underlying options granted
	26	Includes 7,812,500 shares underlying warrants issued in connection with the purchase of common stock and 447,336 shares underlying warrants issued in connection with a convertible promissory note.
	27	Includes 1,666,667 shares underlying convertible debt
	28	Includes 2,633,333 shares underlying warrants issued in connection with the purchase of common stock.

DESCRIPTION OF SECURITIES

Authorized Capital Stock

Our authorized share capital consists of ~~295~~23,000,000 shares of common stock, par value $0.000001 per share and 5400,000~~,000~~ shares of ~~preferred~~ preferred stock, par value $0.000001 per share. As of ~~May~~April 2115, ~~2019~~2026, ~~130~~16,~~085~~104,~~820shares~~853 shares of our ~~common~~Common ~~stock~~Stock were outstanding.

Common Stock

Each share of our ~~common~~Common ~~stock~~Stock entitles its holder to one vote in the election of each director and on all other matters voted on generally by our shareholders, other than any matter that (i) solely relates to the terms of any outstanding series of preferred stock or the number of shares of that series and (ii) does not affect the number of authorized shares of preferred stock or the powers, privileges and rights pertaining to the ~~common~~Common ~~stock~~Stock. No share of our ~~common~~Common ~~stock~~Stock affords any cumulative voting rights. This means that the holders of a majority of the voting power of the shares voting for the election of directors can elect all directors to be elected if they choose to do so. Holders of our ~~common~~Common ~~stock~~Stock will be entitled to dividends in such amounts and at such times as our board of directors in its discretion may declare out of funds legally available for the payment of dividends. We currently intend to retain our entire available discretionary cash flow to finance the growth, development and expansion of our business and do not anticipate paying any cash dividends on the ~~common~~Common Stock ~~stock~~ in the foreseeable future. Any future dividends will be paid at the discretion of our board of directors after taking into account various factors, including:

	●	general business conditions;

	●	industry practice;

	●	our financial condition and performance;

	●	our future prospects;

	●	our cash needs and capital investment plans;

	●	our obligations to holders of any preferred stock we may issue;

	●	income tax consequences; and

	●	the restrictions Delaware and other applicable laws and our credit arrangements then impose.

If we liquidate or dissolve our business, the holders of our ~~common~~Common ~~stock~~Stock will share ratably in all our assets that are available for distribution to our shareholders after our creditors are paid in full and the holders of all series of our outstanding preferred stock, if any, receive their liquidation preferences in full.

Our ~~common~~Common ~~stock~~Stock has no preemptive rights and is not convertible or redeemable or entitled to the benefits of any sinking or repurchase fund.

19Transfer Agent

The transfer agent for our Common Stock is Securities Transfer Corporation, located at 2901 Dallas Parkway, Suite 380, Plano, Texas and its telephone number is (469) 633-0101.

PLAN OF DISTRIBUTION

Each Selling Stockholder of the securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on our principal trading market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling securities:

	●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	●	block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
	●	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
	●	an exchange distribution in accordance with the rules of the applicable exchange;
	●	privately negotiated transactions;
	●	settlement of short sales;
	●	in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security;
	●	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
	●	a combination of any such methods of sale; or
	●	any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.

In connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

LEGAL MATTERS

The validity of the ~~common~~shares ~~stock~~of toCommon beStock ~~sold~~offered under this prospectus will be passed upon for us by ~~Libertas~~Doida ~~Law~~Crow ~~Group,~~Legal ~~Inc. Libertas Law Group~~LLC, ~~Inc. and its principal~~Denver, ~~Mark Y~~Colorado. ~~Abdou, beneficially own 1,523,091 shares of the Company’s common stock.~~

EXPERTS

~~Our~~The audited financial statements, as of ~~December~~Barfresh ~~31,~~Food ~~2018~~Group ~~and~~Inc. ~~2017~~incorporated ~~and~~by ~~for~~reference ~~the years then ended appearing~~ in ~~the~~this prospectus, have been so incorporated in reliance ~~audited~~upon bythe report of Eide Bailly LLP, an independent registered public accounting firm, togiven ~~the~~on ~~extent and for~~ the ~~periods indicated in their report appearing herein, which report expresses an unqualified opinion, and are included in reliance upon such report and upon~~ authority of ~~such~~said firm as experts in accounting and auditing.

~~DISCLOSURE~~Where OFYou ~~COMMISSION~~Can ~~POSITION~~Find ONMore ~~INDEMNIFICATION FOR SECURITIES ACT LIABILITIES~~Information

~~The~~We ~~Company’s~~have ~~directors~~filed ~~and~~with ~~executive~~the ~~officers~~SEC ~~are~~a ~~indemnified~~registration asstatement ~~provided~~on byForm S-1 under the ~~Delaware~~Securities ~~General~~Act ~~Corporation~~with ~~Law~~respect ~~and~~to the ~~Company’s Certificate~~shares of ~~Incorporation.~~our ~~These~~Common ~~provisions~~Stock and ~~state~~pre-funded ~~that~~warrants ~~the~~offered ~~Company’s~~by ~~directors~~this ~~may~~prospectus. ~~cause~~This ~~the~~prospectus ~~Company~~is ~~to indemnify~~ a ~~director or~~part ~~former~~of ~~director~~the ~~against~~registration ~~all~~statement ~~costs, charges~~ and ~~expenses,~~does ~~including~~not ancontain ~~amount~~all of ~~paid~~the toinformation ~~settle~~set anforth ~~action~~in orthe ~~satisfy~~registration astatement ~~judgment, actually~~ and ~~reasonably~~its ~~incurred~~exhibits, byportions ~~him~~of aswhich ahave ~~result~~been ofomitted ~~him~~from ~~acting~~this prospectus as apermitted ~~director.~~by ~~The~~the ~~indemnification~~rules ofand ~~costs~~regulations ~~can~~of ~~include~~the anSEC. ~~amount paid~~For tofurther ~~settle~~information anabout ~~action~~us orand ~~satisfy a judgment. Such indemnification is at~~ the ~~discretion~~shares of ~~the~~our ~~Company’s~~Common ~~board~~Stock ofand ~~directors~~pre-funded ~~and~~warrants isoffered ~~subject~~hereby, you should refer to the ~~SEC’s~~registration ~~policy~~statement ~~regarding~~and ~~indemnification~~its exhibits.

~~Insofar~~We asfile ~~indemnification~~annual, ~~for~~quarterly ~~liabilities~~and ~~arising~~special ~~under~~reports and other information with the ~~Securities~~SEC. ~~Act~~Our ~~may~~filings bewith ~~permitted~~the toSEC ~~directors,~~are ~~officers~~available orto ~~persons~~the ~~controlling~~public on the ~~Company~~SEC’s ~~pursuant~~website at http://www.sec.gov. Those filings are also available to the ~~foregoing~~public ~~provisions~~on, or ~~otherwise~~accessible through, our website under the ~~Company~~heading ~~has~~“Investors” ~~been~~at ~~advised~~www.barfresh.com. ~~that~~The ininformation ~~the~~we ~~opinion~~file ofwith the SEC, ~~such~~or contained on or accessible ~~indemnification~~through our corporate website or any other website that we may maintain is ~~against~~not ~~public~~incorporated ~~policy~~by asreference ~~expressed~~into, inand does not otherwise form a part of this prospectus or the ~~Securities~~registration ~~Act~~statement ~~and~~of which this prospectus is, ~~therefore~~a part, ~~unenforceable~~except as expressly stated below under “Incorporation by Reference.”

In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.19

AtINCORPORATION ~~present,~~BY there is no pending litigation or proceeding involving any of our directors, officers or employees as to which indemnification is sought, nor are we aware of any threatened litigation or proceeding that may result in claims for indemnification.REFERENCE

20The rules of the SEC allow us to incorporate by reference information we file with the SEC. This means that we are disclosing important information to you by referring to other documents. The information incorporated by reference is considered to be part of this prospectus. To the extent there are inconsistencies between the information contained in this prospectus and the information contained in the documents filed with the SEC prior to the date of this prospectus and incorporated by reference, the information in this prospectus shall be deemed to supersede the information in such incorporated documents. We incorporate by reference the documents and information listed below that we have filed with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than any portions thereof, which under the Exchange Act, and applicable SEC rules, are not deemed “filed” under the Exchange Act):

~~DESCRIPTION OF~~● ~~BUSINESS~~our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on April 15, 2026; ● our Current Reports on Form 8-K filed with the SEC on January 23, 2026, January 29, 2026, March 9, 2026, March 13, 2026, March 31, 2026; and April 6, 2026; ● our definitive Proxy Statement filed with the SEC on April 15, 2026; and ● the description of our Common Stock, which is contained in the Registration Statement on Form 8-A, as filed with the SEC on January 14, 2022, including any amendment or reports filed for the purpose of updating such.

~~PART~~All Idocuments subsequently filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act before the termination of the offering shall be deemed to be incorporated by reference into the prospectus.

~~Item~~If 1we have incorporated by reference any statement or information in this prospectus and we subsequently modify that statement or information with information contained in this prospectus, the statement or information previously incorporated in this prospectus is also modified or superseded in the same manner. ~~Business~~We will provide without charge to each person to whom a copy of this prospectus has been delivered, a copy of any and all of these filings. You may request a copy of these filings by writing to us at:

Business Overview

Barfresh is a leader in the creation, manufacturing and distribution of ready to blend frozen beverages. The current portfolio of products includes smoothies, shakes and frappes. Products are packaged in two distinct formats. The Company’s original single serve format features portion controlled and ready to blend beverage ingredient packs or “beverage packs”. The beverage packs contain all of the solid ingredients necessary to make the beverage, including the base (either sorbet, frozen yogurt or ice cream), real fruit pieces, juices and ice – five ounces of water are added before blending. The Company’s bulk “Easy Pour” format also contains all of the solid ingredients necessary to make the beverage, packaged in gallon containers in a concentrated formula that is mixed “one to one” with water. The Company has recently launched a “no sugar added” version of the bulk “Easy Pour” format that is specifically targeted for the USDA national school meal program, including the School Breakfast Program, the National School Lunch Program, and Smart Snacks in Schools Program.

Domestic and international patents and patents pending are owned by Barfresh, as well as related trademarks for all of the single serve products. Patent rights have been granted in 13 jurisdictions including the United States. In addition, the Company has purchased all of the trademarks related to the patented products.

The Company conducts sales through several channels, including National Accounts, Regional Accounts, and Broadline Distributors. Barfresh’s primary broadline distribution arrangement is through an exclusive nationwide agreement with Sysco Corporation (“Sysco”), the U.S.’s largest broadline distributor, which was entered into during July 2014, and renewed for an additional two year term on October 2, 2017.

During 2016 and 2017 the Company announced that it had signed supply agreements with several of the major global on-site foodservice operators. On March 8, 2018, the Company announced that it had signed a new supply agreement with one of the largest of these foodservice operators, for exclusive distribution of four of Barfresh’s single serve sku’s to approximately one thousand food service locations. Distribution of product to these locations through SYSCO will begin during April of 2018. This new agreement marks the culmination of successful in market tests conducted at several locations, and makes Barfresh’s blended beverages available across many of the most attractive locations of the customer’s diverse customer base.

The Company also sells to broadline distributors that supply products to the food services market place. Effective July 2, 2014, the Company entered into an exclusive agreement with Sysco Merchandising and Supply Chain Services, Inc. for resale by the Sysco Corporation (“Sysco”) to the foodservice industry of the Company’s ready-to-blend smoothies, shakes and frappes. Pursuant to that agreement, all Barfresh products are included in Sysco’s national core selection of beverage items, making Barfresh its exclusive single-serve, pre-portioned beverage provider. The agreement is mutually exclusive; however, Barfresh may also sell the products to other foodservice distributors, but only to the extent required for such foodservice distributors to service multi-unit chain operators with at least 20 units and where Sysco is not such multi- unit chain operator’s nominated distributor for our products. On October 2, 2017, the Sysco agreement was extended for an additional two year period, and expanded to cover bulk easy pour products, on a non-exclusive basis.

On October 26, 2015, Barfresh signed a five year agreement with PepsiCo North America Beverages, a division of PepsiCo, to become its exclusive sales representative within the food service channel to present Barfresh’s line of ready-to-blend smoothies and frozen beverages throughout the United States and Canada. Through this agreement, Barfresh’ products are included as part of PepsiCo’s offerings to its significant customer base. The agreement facilitates access to potential National customer accounts, through introductions provided by PepsiCo’s one-thousand plus person foodservice sales team. Barfresh products have become part of PepsiCo’s customer presentations at national trade shows and similar venues.

Barfresh utilizes contract manufacturers to manufacture all of its products in the United States. Production lines are currently operational at two locations. The first location is in Salt Lake City, which currently produces both bulk easy pour and single serve products. Annual production capacity with this contract manufacturer is 14 million units per year. The second location is with Yarnell Operations, LLC., a subsidiary of Shulze and Burch, located in Arkansas. The Yarnell’s agreement, which was signed during February 2016, and secures the capacity to ramp up to an incremental production capacity of 100 million units. Yarnell’s location enhances the company’s ability to efficiently move product throughout the supply chain to destinations in the eastern United States, home to many of the country’s large foodservice outlets.

Our corporate office is located at 3600 Wilshire Boulevard Suite 1720, Los Angeles, 90010. Our telephone number is (310) 598-7113 and our website is www.barfresh.com.

Corporate History and Background

Reorganization and Recapitalization

During January 2012, the Company entered into a series of transactions pursuant to which Barfresh Inc., a Colorado corporation (“Barfresh NV”), was acquired, spun-out prior operations to the former principal shareholder, completed a private offering of securities for an aggregate purchase price of approximately $999,998, conducted a four for one forward stock split and changed the name of the Company. The following describes the steps of this reorganization:

● Acquisition of Barfresh NV. We acquired all of the outstanding capital stock of Barfresh NV in exchange for the issuance of 37,333,328 shares of our $0.000001 par value common stock pursuant to a Share Exchange Agreement between us, our former principal shareholder, Barfresh NV and the former shareholders of Barfresh NV. As a result of this transaction, Barfresh NV became our wholly owned subsidiary and the former shareholders of Barfresh NV became our controlling shareholders. ● Spinout of prior business. Immediately prior to the acquisition of Barfresh NV, we spun-out our previous business operations to a former officer, director and principal shareholder, in exchange for all of the shares of our common stock held by that person. Such shares were cancelled immediately following the acquisition. ● Financing transaction. Immediately following the acquisition of Barfresh, we sold an aggregate of 1,333,332 shares of our common stock and five-year warrants to purchase 1,333,332 shares of common stock at a per share exercise price of $1.50 in a private offering for gross proceeds of $999,998, less expenses of $26,895. ● Change of name. Subsequent to the merger, we changed the name of the Company from Moving Box Inc. to Barfresh Food Group Inc. ● Forward stock split. Subsequent to the merger, we conducted a four for one forward stock split of the Company’s common stock.

Products

The Company’s products are made in two formats. The first is in portion controlled single serving beverage ingredient packs, suitable for smoothies, shakes and frappes that can also be utilized for cocktails and mocktails. These packs contain all of the ingredients necessary to make a smoothie, shake or frappe, including the ice. Simply add water, empty the packet into a blender, blend and serve. The second format is the bulk “Easy Pour” format. The Company’s bulk “Easy Pour” format also contains all of the solid ingredients necessary to make the beverage, packaged in gallon containers in a concentrated formula that is mixed “one to one” with water.

The following flavors are available as part of our standard portfolio of single serve products:

Some of the key benefits of the products for the end consumers that drink the products include:

● From as little as 150 calories (per serving) ● Real fruit in every smoothie ● Dairy free options ● Kosher approved ● Gluten Free

Customer Marketing Material

A wide range of consumer marketing materials has been created to assist customers in selling blended beverages.

Research and Development

The Company incurred research and development expenses for the year ended December 31, 2018 in the amount of $674,224 and for the year ended December 31, 2017 in the amount of $574,989. The increase in Research and Development expenses was primarily attributable to increased activity in creating unique flavors for potential customers in our national account pipeline.

Competition

There is significant competition in the smoothie market at both the consumer purchasing level and also the product level.

The competition at the consumer level is primarily between specialized juice bars (e.g. Jamba Juice) and major fast casual and fast food restaurant chains (such as McDonalds). Barfresh does not compete specifically at this level but intends to supply its product to customers that fall within these segments to enable them to compete for consumer demand.

There may also be new entrants to the smoothie market that may alter the current competitor landscape.

The existing competition from a product perspective can be separated into three categories:

● Specialized juice bar products: The product is made in-store and each ingredient is added separately.

● Syrup based products: The fruit puree is supplied in bulk and not portion controlled for each smoothie. These types of products still require the addition of juice, milk or water and/or yogurt and ice. While there are a number of competitors for this style of product, the two dominant competitors are Island Oasis and Minute Maid.

● Portion pack products: These products contain only the fruit and yogurt and require the addition of juice or milk and ice. The dominant competitor is General Mills’ Yoplait Smoothies.

The Company believes that its single serve products afford a very significant competitive advantage based on ease of use, portion control, premium quality, and minimal capital investment required to enable a customer to begin to carry Barfresh beverage products. The Company also believes that its bulk “Easy Pour” product represents an attractive alternative delivery method for customers that serve high volume locations, where speed of service over extended periods is a critical requirement. The Company has recently launched a “no sugar added” version of the bulk “Easy Pour” format that is specifically targeted for the USDA national school meal program, including the School Breakfast Program, the National School Lunch Program, and Smart Snacks in Schools Program.

Intellectual Property

Barfresh owns the domestic and intellectual property rights to its products’ sealed pack of ingredients used in its single serve products.

In November 2011, the Company acquired patent applications filed in the United States (Patent Application number 11/660415) and Canada (Patent Application number 2577163) from certain related parties. The United States patent was originally filed on December 4, 2007 and it was granted during August of 2017. The Canadian patent was originally filed on August 16, 2005 and it was granted on May 27, 2014.

On October 15, 2013, the Company acquired all of the related international patent rights, which were filed pursuant to the Patent Cooperation Treaty, have been granted in 13 jurisdictions and are pending in the remainder of the jurisdictions that have signed the PCT. In addition, the Company purchased all of the trademarks related to the patented products.

Governmental Approval and Regulation

The Company is not aware of the need for any governmental approvals of its products.

The Company utilizes contract manufacturers. Before entering into any manufacturing contracts, the Company determines that the manufacturer meets all government requirements.

Environmental Laws

The Company does not believe that it will be subject to any environmental laws, either state or federal. Any laws concerning manufacturing will be the responsibility of the contract manufacturer.

Employees

The Company currently has 26 employees and 3 consultants. There are currently 14 employees selling our products.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion includes forward-looking statements, as that term is defined in the federal securities laws, based upon current expectations that involve risks and uncertainties, such as plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. Words such as “anticipate”, “estimate”, “plan”, “continuing”, “ongoing”, “expect”, “believe”, “intend”, “may”, “will”, “should”, “could” and similar expressions are used to identify forward-looking statements.

We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based. Factors that may affect our results include, but are not limited to, the risk factors set forth in this prospectus under the heading “Risk Factors”. Any one or more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.

The Company’s original single serve format features portion controlled and ready to blend beverage ingredient packs or “beverage packs”. The beverage packs contain all of the solid ingredients necessary to make the beverage, including the base (either sorbet, frozen yogurt or ice cream), real fruit pieces, juices and ice – five ounces of water are added before blending.

The Company’s bulk “Easy Pour” format also contains all of the solid ingredients necessary to make the beverage, packaged in gallon containers in a concentrated formula that is mixed “one to one” with water. The Company has a “no sugar added” version of the bulk “Easy Pour” format that is specifically targeted for the USDA national school meal program, including the School Breakfast Program, the National School Lunch Program, and Smart Snacks in Schools Program. The Company is currently in contract to sell its bulk Easy Pour products into over three hundred schools. In addition, the Company received approval from the United States Defense Logistics Agency (“DLA”) to sell its smoothie products into all branches of the U.S. Armed Forces, and is currently in contract with and selling its bulk Easy Pour products into over one hundred military bases in the United States.

Pursuant to that agreement, all Barfresh products are included in Sysco’s national core selection of beverage items, making Barfresh its exclusive single-serve, pre-portioned beverage provider. The agreement is mutually exclusive; however, Barfresh may also sell the products to other foodservice distributors, but only to the extent required for such foodservice distributors to service multi-unit chain operators with at least 20 units and where Sysco is not such multi- unit chain operator’s nominated distributor for our products. On October 2, 2017, the Sysco agreement was extended for an additional two year period, and expanded to cover bulk easy pour products, on a non-exclusive basis.

During 2016 and 2017 the Company announced that it had signed supply agreements with several of the major global on-site foodservice operators. On March 8, 2018, the Company announced that it had signed a new supply agreement with one of the largest of these foodservice operators, for exclusive distribution of four of Barfresh’s single serve sku’s. On November 14, 2018, the Company announced that it had received approval for multiple products to be rolled out to a national restaurant chain with over 2,500 locations.

Barfresh utilizes contract manufacturers to manufacture all of its products in the United States. Production lines are currently operational at two locations. The first location is in Salt Lake City, which currently produces both bulk easy pour and single serve products. Annual production capacity with this contract manufacturer is 14 million units per year. The second location is with Yarnell Operations, LLC., a subsidiary of Shulze and Burch, located in Arkansas. The Yarnell’s agreement, which was signed during February 2016, and secures the capacity to ramp up to an incremental production capacity of 100 million units. Yarnell’s location enhances the company’s ability to efficiently move product throughout the supply chain to destinations in the eastern United States, home to many of the country’s large foodservice outlets.

Our corporate office is located at 3600 Wilshire Boulevard Suite 1720, Los Angeles, 90010. Our telephone number is (310) 598-7113 and our website is www.barfresh.com.

On February 14, 2018, the Company announced the private placement of convertible notes with gross proceeds of $4.1 million The closing of the first 60% of this amount occurred between March 12 and 22, 2018, after notice was issued by the Company that it had entered into a material agreement or series of related agreements with a national account for the sale of its products into approximately 1,000 new locations. The remaining 40% of the principal amount was to be received upon achieving a second milestone, which is entering into a material agreement or series of related agreements with a national account for the sale of its products into approximately 2,500 new locations. During November of 2018 the Company and several of the Convertible Note investors agreed to amend the definition of Milestone 2 to allow for the funding the remaining 40% of the principal amount upon the Company receiving approval from a National Restaurant Chain with over 2,500 for the rollout of its products. Such approval was received during the fourth quarter of 2018, and the Company received an additional $1.4 million of convertible note proceeds.

The convertible notes are unsecured and have (i) a two-year term, (ii) a 10% annual coupon to be paid in cash or stock at the Company’s discretion at a conversion price equal to 85% of the average closing bid prices of the Common Stock over the twenty (20) consecutive trading day period immediately preceding the payment date, but in no event lower than sixty cents ($0.60) per share of Common Stock. The investor’s may elect to convert their principal into common stock at a conversion price equal to the lower of: (i) $0.88 per share of Common Stock, or (ii) 85% of the average closing bid prices of the Common Stock over the twenty (20) consecutive trading day period immediately preceding the date of investor’s election to convert; but in no event lower than $0.60 per share of Common Stock. Investors also received warrant coverage of 25% of the number of shares that would be issuable upon a full conversion of the principal amount at an average of the twenty consecutive trading day period immediately preceding the applicable closing date. If any principal amount remains outstanding after the one-year anniversary of the closing, investors will be granted an additional warrant with identical terms. The warrants are exercisable for a period of three years for cash at the greater of 120% of the closing price or $0.70 per share of common stock. After the initial private placement, investors were offered the opportunity to accelerate the issuance of the additional warrant by increasing their convertible note investment by 10% to 20%. After the close of the first quarter, a number of investors took advantage of this acceleration opportunity, resulting in an increase in the amount of the total convertible note by $ 177,300 and the issuance of 930,332 additional warrants. During the fourth quarter, four of the convertible note investors elected to convert their notes into stock, with a total of $453,000 of convertible debt, plus accrued interest being converted into stock.

During the fourth quarter of 2018, one investor exercised 833,333 N warrants for cash, at $0.45 per share. $221,918 of the proceeds of that transaction were used to pay down a short term note payable, held by the same investor, in the amount of $200,000, plus accrued interest. The balance of the proceeds of the N warrant exercise, in the amount of $153,082 were received by the Company.

During the first quarter of 2019, the Company completed additional funding efforts, including a Private Placement Offering for common shares priced at $0.60 per share, resulting in the receipt of capital investment in the amount of $2.4 million and the issuance of 4,000,000 shares. In addition, during the first quarter of 2019 the Company offered to reduce the exercise price on its I Warrants from $1 to $0.60, for a limited time. During the time this offer was open, I Warrant holders converted 2,841,454 warrants at $0.60, resulting in the receipt of capital investment in the amount of $1.7 million. In addition, during the first quarter of 2019, one investor exercised G series warrants, resulting in the receipt of capital investment in the amount of $180,000, and the issuance of 300,000 shares. In total, during the first quarter of 2019 the Company has raised $4.3 million and issued 7,141,454 shares, and no additional warrants.

Currently we have 23 employees and 3 consultants. There are currently 14 employees selling our products.

Critical Accounting Policies

Our financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Revenue Recognition

In accordance with ASC 606, Revenue from Contracts with Customers, revenue is recognized when a customer obtains ownership of promised goods. The Company adopted this standard at the beginning of fiscal year 2018, with no significant impact to its financial position or results of operations, using the modified retrospective method. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods. The Company applies the following five steps:

	1)	Identify the contract with a customer
		A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for goods or services that are transferred is probable. For the Company, the contract is the approved sales order, which may also be supplemented by other agreements that formalize various terms and conditions with customers.
	2)	Identify the performance obligation in the contract
		Performance obligations promised in a contract are identified based on the goods or that will be transferred to the customer. For the Company, this consists of the delivery of frozen beverages, which provide immediate benefit to the customer.

3) Determine the transaction price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods, and is generally stated on the approved sales order. Variable consideration, which typically includes volume-based rebates or discounts, are estimated utilizing the most likely amount method. 4) Allocate the transaction price to performance obligations in the contract Since our contracts contain a single performance obligation, delivery of frozen beverages, the transaction price is allocated to that single performance obligation. 5) Recognize Revenue when or as the Company satisfies a performance obligation The Company recognizes revenue from the sale of frozen beverages when title and risk of loss passes and the customer accepts the goods, which generally occurs at delivery. Customer sales incentives such as volume-based rebates or discounts are treated as a reduction of sales at the time the sale is recognized. Shipping and handling costs are treated as fulfillment costs and presented in distribution, selling and administrative costs. The company evaluated the requirement to disaggregate revenue, and concluded that substantially all of its revenue comes from a single product, frozen beverages.

Impairments

We periodically evaluate whether the carrying value of long-lived assets has been impaired when circumstances indicate the carrying value of those assets may not be recoverable. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value.

Share-based Compensation

We account for share-based employee compensation plans under the fair value recognition and measurement provisions in accordance with applicable accounting standards, which require all share-based payments to employees, including grants of stock options and restricted stock units (RSUs), to be measured based on the grant date fair value of the awards, with the resulting expense generally recognized on a straight-line basis over the period during which the employee is required to perform service in exchange for the award.

Derivative Liability

The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of any derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as gain/loss from derivative liability. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. We analyzed the derivative financial instruments in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non-derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument’s contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument’s settlement provisions. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale.

Results of Operations

Results of Operation for Fiuscal Year Ended December 31, 2018 as Compared to the Fiscal Year Ended December 31, 2019.

Revenue and cost of revenue

Revenue increased $2,238,147 (112%) from $1,997,012 in 2017 to $4,235,159 in 2018. The increase in revenue is primarily the result of the rollout of our new bulk Easy Pour product which began during the first quarter of 2017 and has continued to gain momentum during 2018. Our products continue to be distributed through all 72 of Sysco’s U.S. mainland distribution centers, as well as through new customers beyond the Sysco distribution network.

Cost of revenue for 2018 was $2,090,495 as compared to $1,107,341 in 2017. Our gross profit was $2,144,664 (51%) and $889,671 (45%) for 2018 and 2017, respectively. This improvement was driven by a number factors, including leverage due to larger scale of production and product mix. We anticipate that our gross profit percentage for 2019 will be comparable to that of 2018.

Operating expenses

Our operations were primarily directed towards increasing sales and expanding our distribution network.

Our general and administrative expenses decreased $1,678,669 (18%) from $9,492,094 in 2017 to $7,813,425 in 2018, with the improvement primarily driven by lower personnel expenses resulting from the realignment of our sales force. The following is a breakdown of our general and administrative expenses for the years 2018 and 2017.

	Twelve months ended		Twelve months ended
	December 31, 2018		December 31, 2017		Change
Personnel costs	$	3,027,548	$	4,260,946	$	(1,233,398	)	(29	)%
Stock based compensation/options		498,768		1,360,688		(861,920	)	(63	)%
Legal and professional fees		463,991		465,737		(1,746	)	0	%
Travel		432,140		422,284		9,856		2	%
Rent		201,100		142,572		58,528		41	%
Marketing and selling		750,059		696,253		53,806		8	%
Consulting fees		60,359		203,721		(143,362	)	(70	)%
Director fees		241,000		206,296		34,704		17	%
Research and development		674,224		574,989		99,235		17	%
Shipping Expense and storage		864,871		619,871		245,000		40	%
Other expenses		599,365		538,737		(60,627	)	11	%
	$	7,813,425	$	9,492,094	$	(1,678,669	)	(18	)%

Personnel cost represents the cost of employees including salaries, bonuses, employee benefits and employment taxes for the years 2018 and 2017 and continues to be our largest cost. Personnel cost decreased $1,233,398 (29%) from $4,260,946 to $3,027,548. During the fourth quarters of 2016 and 2017, we realigned ours sales force to a more efficient model, by increasing the number of dedicated sales brokers that represent our products, and reducing the number of sales force employees. At year end 2017 we had 30 full time employees, and we currently have 26 full time employees.

Stock based compensation is used as an incentive to attract new employees and to compensate existing employees. Stock based compensation includes stock issued and options granted to employees. Stock compensation for the current year was $498,768, a decrease of $861,920, or 63%, from the year ago expense of $1,360,688. The decrease is primarily due to reductions in our workforce and the timing of equity grants. The Company issues additional stock options to its employees from time to time under its Equity Compensation Plan.

Legal and professional fees were relatively flat between 2018 and 2017, with a small decrease $1,746, from $465,737 in 2017 to $463,991 in 2018. We anticipate legal fees related to our business and financing activities to increase as our business continues to grow.

Travel expenses increased $9,856 (2%) from $422,284 in 2017 to $432,140 in 2018. The increase is primarily due to the net effect of the decrease in travel costs associated with terminated employees, offset by the increase in per employee travel costs as remaining employees have been asked to cover larger territories. We anticipate that travel expenses for 2019 will be comparable to the current year.

Rent expense is primarily for our location in Beverly Hills, California. Rent expense for the Beverly Hills office is approximately $14,488 per month. During 2018 we leased office space at 8383 Wilshire Boulevard, Beverly Hills, California pursuant to a lease that commenced on November 1, 2016 and expired March 31, 2019. Effective April 1, 2019, we have entered into a new lease for office space located at 3600 Wilshire Boulevard Suite 1720, Los Angeles, 90010.

Marketing and selling expenses increased $53,806 (8%) from $696,253 in 2017 to $750,059 in 2018. Higher marketing and selling expenses were primarily due to higher sales agent commissions associated with higher sales during the year.

Consulting fees decreased $143,362 (70%), from $203,721 in 2017, to $60,359 in 2018. Our consulting fees vary based on needs. We engaged consultants in the areas of sales and operations during the both 2018 and 2017. The need for future consulting services will be variable.

Director fees increased $34,704 (17%) from $206,296 in 2017 to $241,000 in 2018. Annual director fees are anticipated at $50,000 per non-employee director.

Research and development expenses increased $99,235, (17%) from $574,989 in 2017 to $674,224 in 2018. These expenses relate to the services performed by our Director of Manufacturing and Product Development, and consultants supporting that employee. These activities are primarily directed towards to development of new products.

Shipping and storage expense increased $245,000 (40%) from $619,871 in 2017 to $864,871 in 2018. Shipping and storage expense as a percentage of revenue decreased from 31% in 2017 to 20% in 2018. This improvement is primarily due to the growth of the scale of our business, and the corresponding cost savings associated with freight movement. We anticipate that shipping and storage expense as a percentage of sales will continue to reduce in the future, as the Company continues to take advantage of more efficient distribution arrangements.

Other expenses consist of ordinary operating expenses such as investor relations, office, telephone, insurance, and stock related costs. We anticipate these expenses to be comparable for the balance of the year.

We had operating losses of $6,180,080 in 2018 and $8,911,540 in 2017. The improvement of $2,731,460 or 31%, was primarily due to higher gross profit margin on higher sales, and lower G&A expenses.

Interest expense for 2018 is $764,813 relates to “Milestone 1” convertible debt in the amount of $2,704,800 that was issued on March 14, 2018, which bears interest at 10%, “Milestone 2” convertible debt in the amount of $1,363,200, that was issued on November 30, 2018, which bears interest at 10%, and to a note payable in the amount of $250,000 that was issued on March 5, 2018. Of the Milestone 1 convertible debt, $453,000 of principal, and the accrued interest thereon, was converted into stock during the fourth quarter of 2018. The principal and accrued interest on the Note Payable in the amount of $250,000 was repaid during the fourth quarter of 2018. Interest expense for 2018 includes amortization of $519,707 of the value of warrants issued with the Milestone 1 and Milestone 2 convertible debt.

The change in fair value of the derivative liability resulted in a loss of $87,630 for the year ended December 31, 2018. This results from the netting of a loss of $198,454 from the change in value of the derivative, partially offset by gain on the conversion to stock of convertible notes during the fourth quarter of 2018.

The warrant modification was revalued at July 31, 2018 with a value of $452,308. The difference in fair value immediately before and after the modification of the warrant resulted in a loss of $290,300.

We had net losses of $7,322,823 and $8,911,540 for the years 2018 and 2017, respectively. This reduction in net loss, in the amount of $1,588,717, or 18%, is primarily attributable to the same factors that drove the improvement in operating losses, partially offset by certain non-cash charges, including higher interest, warrant modification, and loss from derivative liability, in 2018.

Results of Operation for Three Months Ended March 31, 2019 as Compared to the Three Months Ended March 31, 2018

Revenue and cost of revenue

Revenue increased $211,463 (34%) from $623,071 in 2018 to $834,534 in 2019. The increase in revenue is primarily the result of the rollout of our new bulk Easy Pour product which began during the first quarter of 2017 and has continued to gain momentum. Our product continues to be distributed through all 72 of Sysco’s U.S. mainland distribution centers, as well as through new customers beyond the Sysco distribution network.

Cost of revenue for 2019 was $399,830 as compared to $290,050 in 2018. Our gross profit was $434,704 (52%) and $333,021 (53%) for 2019 and 2018 respectively. We anticipate that our gross profit percentage to remain the same for the remainder of 2019.

Operating expenses

Our operations were primarily directed towards increasing sales and expanding our distribution network.

Our general and administrative expenses decreased $91,220 (4%) from $2,094,664 in 2018 to $2,003,444 in 2019. The following is a breakdown of our general and administrative expenses for the three months ended March 31, 2019 and 2018:

	three months ended		three months ended
	March 31, 2019		March 31, 2018		Difference
Personnel costs	$	958,866	$	897,803	$	61,063
Stock based compensation/options		136,941		246,775		(109,834	)
Legal and professional fees		58,997		107,371		(48,374	)
Travel		111,759		83,848		27,911
Rent		37,201		53,906		(16,705	)
Marketing and selling		159,429		160,380		(951	)
Consulting fees		5,416		17,734		(12,318	)
Director fees		62,500		62,500		-
Research and development		156,199		190,341		(34,142	)
Shipping		98,339		138,248		(39,909	)
Storage		51,307		27,823		23,484
Other expenses		166,490		107,935		58,555
	$	2,003,444	$	2,094,664	$	(91,220	)

Personnel cost represents the cost of employees including salaries, bonuses, employee benefits and employment taxes and continues to be our largest cost. Personnel cost increased $61,063 (7%) from $897,803 to $958,866. Personnel expense in the first quarter of 2019 includes $190,746 of expense related to the settlement of Deferred Executive Compensation amounts that had accrued prior to the current period. Excluding this amount, Personnel Expense for the first quarter of 2019 would have decreased by $129,683, or 14%, as compared with the first quarter of 2018. During the fourth quarters of 2016 and 2017, we realigned ours sales force to a more efficient model, by increasing the number of dedicated sales brokers that represent our products, and reducing the number of sales force employees. We had 28 full time employees at the end of the first quarter of 2018, and we currently have 23 full time employees.

Stock based compensation is used as an incentive to attract new employees and to compensate existing employees. Stock based compensation includes stock issued and options granted to employees and non-employees. Stock compensation for the current quarter was $136,941 a decrease of $109,834 or 45%, from the year ago quarter expense of $246,775. The decrease is primarily due to the timing of equity grants and the reduction in workforce. The Company issues additional stock options to its employees from time to time under its Equity Compensation Plan.

Legal and professional fees decreased $48,374 (45%) from $107,371 in 2018 to $58,997 in 2019. The decrease was primarily due to a timing of legal services required. We anticipate legal fees related to our business and financing activities to increase as our business continues to grow.

Travel expenses increased $27,911 (33%) from $83,848 in 2018 to $111,759 in 2019. The increase is primarily due to the need for our in house sales force to travel more frequently in order to cover larger territories. We anticipate that travel expenses for the balance of this year will be comparable to the current quarter.

Rent expense for the first quarters of 2018 and 2019 was primarily for our location in Beverly Hills, California. Rent expense for the Beverly Hills office is approximately $14,488 per month. We leased office space at 8383 Wilshire Boulevard, Beverly Hills, California pursuant to a lease that commenced on November 1, 2016 and expired March 31, 2019. Beginning April 1, 2019, we have leased new office space at 3600 Wilshire Boulevard, Los Angeles, California, 90010, pursuant to a four year lease, at a monthly rental rate of $$6,173.

Marketing and selling expenses were $160,380 in 2018, and $159,429 in 2019. Marketing and selling expenses were primarily attributable to sales agent commissions.

Consulting fees were $5,416 in 2019, as compared with $17,734 in 2018. Our consulting fees vary based on needs. We engaged consultants in the areas of sales and operations during the quarter. The need for future consulting services will be variable.

Director fees were $62,500 in 2018 and in 2019. Annual director fees are anticipated at $50,000 per non-employee director.

Research and development expenses decreased $34,142 (18%) from $190,341 in 2018 to $156,199 in 2019. These expenses relate to the services performed by our Director of Manufacturing and Product Development, and consultants supporting that employee, and for product development activity.

Shipping expense decreased $39,909 (29%) from $138,248 in 2018 to $98,339 in 2019. Shipping expense as a percentage of revenue decreased from 22% in 2018 to 12%in 2019. The improvement in shipping costs expense in 2019 is due to a number of factors, including the more efficient movement of inventory in larger loads whenever possible we anticipate that shipping expense as a percentage of sales will continue to improve during the balance of the year, as the Company is able to take advantage of more efficient distribution arrangements.

Storage expense increased $23,484 (84%), from $27,823 in 2018 to $51,307 in 2019. The increase in storage costs was primarily due to increased costs associated with our forward warehouse program.

We had operating losses of $1,770,717 and $1,862,526 for the three month periods ended March 31, 2019 and 2018, respectively.

Interest expense in the first quarter of 2019 was $363,073, and was $30,876 in the first quarter of 2018. Interest for the first quarter of 2019 relates to convertible debt that was issued during March and November of 2018, which bears interest at 10%. Interest for the first quarter of 2018 relates to convertible debt that was issued in March of 2018, which bears interest at 10%, and to a note payable in the amount of $250,000 that was issued on March 5, 2018, which bears interest at 12%. Interest expense in the first quarter of 2019 includes amortization of the value of warrants issued with the convertible debt in the amount of $277,587 in the first quarter of 2019, and $16,967 in the first quarter of 2018.

We had net losses of $2,847,262 and $2,338,138 in the three month periods ended March 31, 2019 and 2018.

Liquidity and Capital Resources

During the three months ended March 31, 2019, we used cash for operations of $1,873,982, and purchased equipment for $160,590. We raised cash from the issuance of stock in the amount of $2,400,000 and we received cash for the exercise of warrants in the amount of $1,550,310.

During the three months ended March 31, 2018, we used $1,491,691 of cash for operations, $172,231 for the purchase of equipment, and $2,293 for trademarks. We raised cash in the amount of $2,503,200 from the issuance of convertible notes, and $250,000 from the issuance of short term notes.

We have a history of operating losses and negative cash flow. As our operations grow, we expect to experience significant increases in our working capital requirements. These conditions raise substantial doubt over the Company’s ability to meet all of its obligations over the twelve months following the filing of this Form 10-Q. Management has evaluated these conditions, and concluded that current plans will alleviate this concern. As of March 31, 2019, we had $2,907,307 of cash on the balance sheet. We have continued to significantly reduce core operating expenses, reducing total General and Administrative Expense in 2018 by $1.7 million, or 18%, as compared with 2017. In addition, in the first quarter of 2019, the Company completed $4.3 million of funding efforts. These efforts included a Private Placement Offering for common shares priced at .60 cents per share, resulting in the receipt of capital investment in the amount of $2.4 million and the issuance of 4,000,000 shares. In addition, the Company offered to reduce the exercise price on its I Warrants from $1 to .60 cents, for a limited time. During the time this offer was open, I Warrant holders converted 2,841,454 warrants at .60 cents, resulting in the receipt of capital investment in the amount of $1.7 million. In addition, during the first quarter of 2019, one investor exercised G series warrants, resulting in the receipt of capital investment in the amount of $180,000. In addition, during the first quarter of 2019, the Company settled certain Executive Deferred Compensation payments with a combination of cash and warrants. The total amount of Deferred Executive compensation settled is $771,113. One-third of that total or $243,623, was paid in cash. The remaining balance of $487,246 was settled by granting the Executives warrants exercisable for five years to purchase the Company’s stock at an exercise price of $0.70 per share, the closing price of our common stock on March 19, 2019, resulting in additional cash savings to the Company.

Net Cash Used For Operating Activities during the first quarter of 2019 was higher than is anticipated on a quarterly basis for the next twelve months. During the first quarter, the Company settled several large vendor payables and also made $243,623 in cash payments to settle a portion of deferred Executive Compensation amounts that had accrued over the prior 18 months. The Company’s forecast for the balance of 2019 reflect a significant improvement in cash flow from operations during the next twelve months, as the Company continues to increase contracts with school locations, military bases, and anticipates the roll-out of a National Account with over 2,500 locations. Additionally, the Company has implemented numerous cost reduction measures which will reduce cash expenses over the next twelve months, including relocation of its headquarters office, as well as entering into a new contract for personnel related services. These two measures alone will yield $200,000 per year in cash savings, and the Company continues to pursue additional measures to reduce cash expenses. Finally, the Company has received proposed Term Sheets from potential lenders for an ABL facility, and is of the view that an ABL facility will be available on acceptable terms, should the need arise.

The Company has $1.9 million of convertible short term debt coming due in March of 2020. Approximately half of this debt is held by insiders. The Company expects that if for any reason available cash upon maturity of this debt is not adequate to repay the convertible short term debt, that it will be able to refinance such debt, in particular the portion held by insiders.

Management has concluded that these actions have mitigated the substantial doubt of our ability to continue as a going concern. However, the Company cannot predict, with certainty, the outcome of its action to generate liquidity, including the availability of additional financing, or whether such actions would generate the expect liquidity as planned.

As of April 1, 2019, we lease office space under a non-cancelable operating lease, which expires March 31, 2023. For the first twelve months base rent is $6,175 with annual increases of approximately 3%.

The aggregate minimum requirements under non-cancelable leases as of April 1, 2019 are $309,928.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

DESCRIPTION OF PROPERTY

Our principal executive offices are located at 3600 Wilshire Boulevard Suite 1720, Los Angeles, CA 90010.. As of March 1, 2018, we lease the same office space pursuant to a direct lease for $14,488 a month through March 31, 2019.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following includes a summary of transactions since the beginning of fiscal 2015, or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years and in which any related person had or will have a direct or indirect material interest (other than compensation described under “Executive Compensation”). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to or better than terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.

Effective March 31, 2019, the Company paid all outstanding Executive Deferred Compensation amounts. The total amount settled is $730,869, comprised of $603,294 outstanding at December 31, 2018, and $127,575 additional deferrals recorded during the first quarter of 2019. One-third of the total outstanding Executive Deferred Compensation amount, or $243,623, was paid in cash. The remaining balance was settled by granting the Executives Series M Warrants exercisable for five years to purchase the Company’s stock at an exercise price of $0.70 per share, the closing price of our common stock on March 19, 2019. The total number of the warrants issued of 1,827,173 was determined using the Black Sholes valuation methodology, and by placing a fifty percent premium on the cash value of the remaining two thirds of total outstanding Executive Deferred Compensation as of March 31, 2019.

During the three months needed March 31, 2018, we closed an offering of $2,527,500 in convertible notes, of this which, management, directors and significant shareholders have invested $810,000. The convertible notes bear 10% interest per annum and are due and payable on March 14, 2020. The notes are convertible at any time prior to the due date into our common stock at conversion price of $0.88 per share or 85% of the average closing price of the common stock over the twenty consecutive trading days immediately preceding the date of note holders’ election; but in no events lower than $0.60 per share. In addition, the interest is convertible at any time prior to the due dates into our common stock at conversion price of 85% of the average closing price of the common stock over the twenty consecutive trading days immediately preceding the date of note holders’ election; but in no events lower than $0.60 per share. Investors also received warrant coverage of 25% of the number of shares that would be issuable upon a full conversion of the principal amount at an average of the twenty consecutive trading day period immediately preceding the applicable closing date. If any principal amount remains outstanding after the one-year anniversary of the closing, investors will be granted an additional warrant with identical terms. The warrants are exercisable for a period of three years for cash at the greater of 120% of the closing price or $0.70 per share of common stock.

On January 29, 2016, we closed a private placement to accredited investors of $2,670,000 in promissory notes and warrants to purchase up to 1,297,500 shares of common stock of the Company for aggregate gross proceeds to the Company of $2,670,000. Of the aggregate offering amount, $635,000 of the notes and warrants to purchase up to 317,500 shares of common stock were placed with members of the Company’s management, including officers and directors of the Company, and family members of certain officers and directors.

On September 28, 2016, we closed a private placement to accredited investors of 4,687,504 shares of common stock at $.64 per share, and warrants to purchase up to 2,343,752 shares of common stock, for aggregate proceeds to the Company of $3,000,000. Of the aggregate offering amount, 371,639 shares and 185,819 warrants, were placed with members of the Company’s management, including officers and directors of the Company, and family members of certain officers and directors.

The Company’s policy with regard to related party transactions requires any related party loans that are (i) non-interest bearing and in excess of $100,000 or (ii) interest bearing, irrespective of amount, must be approved by the Company’s board of directors. All issuances of securities by the Company must be approved by the board of directors, irrespective of whether the recipient is a related party. Each of the foregoing transactions, if required by its terms, was approved in this manner.

EXECUTIVE COMPENSATION

Executive Compensation

The following table summarizes all compensation for the fiscal years ending December 31, 2018 (“2018”) and December 31, 2017 (“2017”) received by our “Named Executive Officers”:

Name and Principal Position	Period	Salary ($)			Bonus ($)		Stock Awards ($)		Option Awards ($)			Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)			Total ($)
Riccardo Delle Coste, Chief Executive Officer	2018		350,000	(1)		-		-		92,500	(2)				10,800	(4)		453,300
	2017		350,000	(1)		-		-		105,000	(3)				10,800	(4)		455,000
Joseph Cugine, President, Barfresh Corp. Inc. a wholly owned subsidiary	2018		143,750	(5)		-		-		92,500	(6)							236,250
	2017		300,000	(5)		-				105,000	(7)							405,000
Joseph Tesoriero, Chief Financial Officer	2018		290,000	(8)		-		-		92,500	(9)							382,500
	2017		290,000			-		-		253,364	10)							543,364

1. Of the salary earned, in 2018 $164,096 was paid and $185,904 was deferred and in 2017 $294,135 was paid ad $55,865 was deferred. 2. Represents a stock option grant 250,000 options shares issued 7/25/2018 with an exercise price of $0.52, which vest ratably over the next three years and are exercisable until 7/25/2026. 3. Represents a stock option grant 250,000 options shares issued 9/15/17 with an exercise price of $0.55, which vest ratably over the next three years and are exercisable until 9/15/25. 4. Represents the car allowance paid to Mr. Delle Coste 5. Of the salary earned, in 2018 $82,115 was paid and $61,635 was deferred and in 2017 $252,115 was paid and $47,885 was deferred. 6. Represents a stock option grant 250,000 options shares issued 7/25/2018 with an exercise price of $0.52, which vest ratably over the next three years and are exercisable until 7/25/2026. 7. Represents a stock option grant 250,000 options shares issued 9/15/17 with an exercise price of $0.55, which vest ratably over the next three years and are exercisable until 9/15/25. 8. Of the salary earned, in 2018 $142,379 was paid and $147,621 was deferred and in 2017 $243,711 was paid and $46,289 was deferred. 9. Represents a stock option grant 250,000 options shares issued 7/25/2018 with an exercise price of $0.52, which vest ratably over the next three years and are exercisable until 7/25/2026. 10. Represents two stock option grants: (1) 300,000 options shares issued 7/5/17, with an exercise price of $0.77, which vest ratably over the next three years and are exercisable until 7/5/2025 and (2) 175,000 options issued on 9/15/2017, with an exercise price of $0.55, which vest ratably over the next three years and are exercisable until 9/5/25.

Outstanding Equity Awards at Fiscal Year-End Table

Option Awards										Stock Awards
Name	Number of securities underlying unexercised options (#) exercisable			Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)			Option exercise price ($)		Option expiration date	Number of shares or units of stock that have not vested (#)		Market value of shares or units of stock that have not vested ($)
Riccardo Delle Coste		300,000	(1)					0.45	1/21/20
		166,666	(2)		83,334	(2)		0.61	5/25/24
		83,333	(3)		41,667	(3)		0.72	11/25/24
		83,333	(4)		166,667	(4)		0.55	9/15/25
					250,000	(5)		0.52	7/26/26
											40,509		27,951
Joseph Cugine		600,000	(1)					0.50	5/1/23
		83,333	(2)		166,667	(2)		0.61	5/25/24
		27,930	(3)		42,124	(3)		0.72	11/25/24
		83,333	(4)		166,667	(4)		0.55	9/15/25
					250,000	(5)		0.52	7/26/26
											23,275		16,059
Joseph Tesoriero		500,000	(1)					0.82	5/1/23
		58,333	(2)		116,667	(2)		0.61	5/25/24
		100,000	(6)		200,000	(6)		0.77	7/15/25
		36,378	(3)		18,189	(3)		0.72	11/25/24
		58,333	(4)		116,667	(4)		0.55	9/15/25
					250,000	(5)		1.52	7/26/26
											286,089		168,793

1. Fully vested. 2. Vest in equal increments on 5/25/2017, 5/25/2018 and 5/25/2019. 3. Vest in equal increments on 11/25/2017, 11/25/2018, and 11/25/2019. 4. Vest in equal increments on 9/15/18, 9/15/19, and 9/15/20. 5. Vest in equal increments on 7/15/18, 7/15/19, and 7/15/19. 6. Vest in equal increments on 7/26/19, 7/26/20, and 7/26/21.

Compensation of Directors

The following table summarizes the compensation paid to our directors that were not employees for the fiscal year ended December 31, 2018. A director who is a Company employee does not receive any compensation for service as a director. The compensation received by directors that are employees of the Company is shown above in the summary compensation table. We reimburse all directors for expenses incurred in their capacity as directors.

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)			Option Awards ($)			Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)			Total ($)
Arnold Tinter		50,000										12,600	(1)		62,600
Steven Lang							50,000								50,000
Alice Elliot				50,000											50,000
Alex Ware				50,000	(2)										50,000
Isabelle Ortiz-Cochet							50,000	(3)							50,000

(1)	Represents consulting fees paid to Mr. Tinter.
(2)	Mr. Ware joined the board on July 13, 2016.
(3)	Ms. Ortiz-Cochet joined the board on December 16, 2016. She elected to receive Stock Options for her service beginning in 2017.

Employment Agreements

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There were no changes in or disagreements with our accountants on accounting and financial disclosure during the last two fiscal years, the fiscal years ending December 31, 2018 and December 31, 2017.

MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

Market Information

Our common stock is currently traded on the OTCQB under the symbol “BRFH”. Our common stock had been quoted on the OTC Bulletin Board since July 27, 2011 under the symbol MVBX. Effective February 29, 2012, our symbol changed to BRFH based on the forward split and name change. On March 21, 2012, our common stock was delisted to Pink Sheets. On January 21, 2014, we registered our common stock under Section 12(g) of the Exchange Act.

Holders

At May 21, 2019, there were 130,085,820 shares of our common stock outstanding. Our shares of common stock are held by 100 stockholders of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of common stock whose shares are held in the names of various security brokers, dealers and registered clearing agencies.

Dividends

We have never declared or paid a cash dividend. Any future decisions regarding dividends will be made by our board of directors. We currently intend to retain and use any future earnings for the development and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Our board of directors has complete discretion on whether to pay dividends. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.

Purchases of Equity Securities by the Company

There were no purchases of equity securities made by the Company in the period covered by this report.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information, as of December 31, 2018, with respect to equity securities authorized for issuance under our equity compensation plans:

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in Column (a))(c)
Equity compensation plans approved by security holders		7,428,014	$	0.55		7,371,986
Equity compensation plans not approved by security holders		-	$	-		-
TOTAL		7,428,014	$	.55		7,371,986

Transfer Agent

Our transfer agent, Action Stock Transfer, is located at 2469 E. Fort Union Blvd, Suite 214, Salt Lake City, Utah 84121, and its telephone number is (801) 274-1088.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1, including exhibits and schedules, under the Securities Act, with respect to the shares of common stock being offered by this prospectus. This prospectus, which constitutes part of the registration statement, does not contain all of the information in the registration statement and its exhibits. For further about the Company and the common stock offered by this prospectus, we refer you to the registration statement and its exhibits. Statements contained in this prospectus as to the contents of any contract or any other document referred to are not necessarily complete, and in each instance, we refer you to the copy of the contract or other document filed as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference.

We are subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended, and we file quarterly reports on Form 10Q, Annual Reports on Form 10-K, Current Reports on Form 8-K, proxy statements and other required information and reports with the SEC.

You can read our SEC filings, including the registration statement, over the Internet at the SEC’s website at www.sec.gov at no cost. You may also request a copy of these filings, at no cost, by writing us at 3600 Wilshire Boulevard Suite 1720, Los Angeles, 90010 or calling us at (310) 598-7113.

We also maintain a website at www.barfresh.com/us/, at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained on or accessible through our website is not a part of this prospectus, and the inclusion of our website address in this prospectus is an inactive textual reference only.

Index to Consolidated Financial Statements

	Page
Interim Financial Statements
Consolidated Balance Sheets as of March 31, 2018 (unaudited)	F-1
Condensed Consolidated Statements of Operations For the Three Months Ended March 30, 2019 and 2018 (unaudited)	F-2
Condensed Consolidated Statements of Cash Flows For the Three Months Ended March 31, 2019 and 2018 (unaudited)	F-3
Notes to Condensed Consolidated Financial Statements (unaudited)	F-4 - F-16
Annual Financial Statements
Report of Independent Registered Public Accounting Firm	F-17
Consolidated Balance Sheets as of December 31, 2018 and 2017	F-18
Consolidated Statements of Operations for the Year Ended December 31, 2018 and the Year Ended December 31, 2017	F-19
Consolidated Statements of Stockholders’ Equity for the Year Ended December 31, 2018	F-20
Consolidated Statements of Cash Flows for the Year Ended December 31, 2018 and the Year Ended December 31, 2017	F-21
Notes to Consolidated Financial Statements	F-22 - F-32

Barfresh Food Group Inc.

~~Condensed~~Attn: ~~Consolidated~~Corporate ~~Balance Sheets~~Secretary

	March 31, 2019			December 31, 2018
	(Unaudited)			(Audited)
Assets
Current assets:
Cash	$	2,907,307		$	1,041,569
Accounts receivable, net		642,863			357,304
Inventory, net		1,197,941			1,226,463
Prepaid expenses and other current assets		121,254			98,457
Total current assets		4,869,365			2,723,793
Property, plant and equipment, net of depreciation		2,535,129			2,500,254
Intangible assets, net of amortization		521,887			537,789
Deposits		23,462			-
Total Assets	$	7,949,843		$	5,761,836
Liabilities And Stockholders’ Equity
Current liabilities:
Accounts payable	$	742,875		$	1,101,882
Accrued expenses		163,259			175,259
Accrued payroll		-			638,706
Accrued vacation		146,929			155,586
Accrued Interest		196,842			-
Convertible note - related party, net of discount		685,756			-
Convertible note, net of discount		866,310			-
Derivative liabilities		973,021			-
Total current liabilities		3,774,992			2,071,433
Long term liabilities:
Accrued interest		45,191			190,475
Convertible note - related party, net of discount		239,992			841,836
Convertible note, net of discount		344,217			1,367,487
Derivative liabilities		758,644			1,325,653
Total liabilities		5,163,036			5,796,884
Commitments and contingencies (Note 5,6,7and 11)
Stockholders’ equity:
Preferred stock, $0.000001 par value, 5,000,000 shares authorized, none issued or outstanding		-			-
Common stock, $0.000001 par value; 300,000,000 shares authorized; 130,085,820 and 122,770,960 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively		130			123
Additional paid in capital		46,787,709			41,118,649
Accumulated deficit		(44,001,032	)		(41,153,820	)
Total stockholders’ equity		2,786,807			(35,048	)
Total Liabilities and Stockholders’ Equity	$	7,949,843		$	5,761,836

12100 Wilshire Blvd., 8^th Floor

~~See~~Los ~~the~~Angeles, ~~accompanying~~CA ~~notes to the condensed consolidated financial statements~~90025

FTelephone: 310-1598-7113

~~Barfresh~~Email: ~~Food Group Inc~~info@barfresh.com

~~Condensed~~Exhibits ~~Consolidated~~to ~~Statements~~any ofdocuments ~~Operations~~incorporated by reference in this prospectus will not be sent, however, unless those exhibits have been specifically referenced in this prospectus.

~~For the three months ended March 31, 2019 and 2018~~20

~~(Unaudited)~~Up to 5,550,602 shares of Common Stock

	2019			2018
Revenue	$	834,534		$	623,071
Cost of revenue		387,724			278,466
Depreciation of Manufacturing Equipment		12,106			11,584
Gross profit		434,704			333,021
Operating expenses:
General and administrative		2,003,444			2,094,664
Depreciation and Amortization		201,977			100,883
Total operating expenses		2,205,421			2,195,547
Operating loss		(1,770,717	)		(1,862,526	)
Other (income)/expenses
Other (income)/expenses /loss from derivative liability		406,012			444,736
Warrant modification		307,460			-
Interest		363,073			30,876
Total other expense		1,076,545			475,612
Net (loss)	$	(2,847,262	)	$	(2,338,138	)
Per share information - basic and fully diluted:
Weighted average shares outstanding		126,480,323			118,682,325
Net (loss) per share	$	(0.02	)	$	(0.02	)

BARFRESH FOOD GROUP INC.

~~See the accompanying notes to the condensed consolidated financial statements~~PROSPECTUS

~~F-2~~ , 2026

~~Barfresh~~PART ~~Food Group Inc.~~II

Condensed Consolidated Statements of Cash Flows

For the three months ended March 31, 2019 and 2018

(Unaudited)

	2019			2018
Net Cash (used for) Operating Activities		(1,873,982	)		(1,491,691	)
Investing Activities
Purchase of property and equipment		(160,590	)		(172,231	)
Purchase of Intangibles		-			(2,293	)
Net Cash (used for) Investing Activities		(160,590	)		(174,524	)
Financing Activities
Cash received for Warrant Exercises		1,500,310			-
Cash received for Stock		2,400,000
Issuance of short term notes		-			250,000
Issuance of convertible notes		-			2,503,200
Net Cash from Financing Activities		3,900,310			2,753,200
Net Change in Cash and Cash Equivalents		1,865,738			1,086,985
Cash and Cash Equivalents, Beginning of Year		1,041,569			1,304,916
Cash and Cash Equivalents, End of Year	$	2,907,307		$	2,391,901
Non Cash Financing and Investing Activities
Total property and equipment included in accounts payable		60,130			342,448
Discount on convertible notes		-			790,135
Convertible notes principal and interest settled through warrant exercise		384,563			-

See the accompanying notes to the condensed consolidated financial statements

F-3

Barfresh Food Group Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2019

(Unaudited)

Note 1. Summary of Significant Accounting Policies

Barfresh Food Group Inc., (“we,” “us,” “our,” and the “Company”) was incorporated on February 25, 2010 in the State of Delaware. We are engaged in the manufacturing and distribution of ready to blend beverages, particularly, smoothies, shakes and frappes.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Basis of Consolidation

The consolidated financial statements include the financial statements of the Company and our wholly owned subsidiaries, Barfresh Inc. and Barfresh Corporation Inc. (formerly known as Smoothie, Inc.). All inter-company balances and transactions among the companies have been eliminated upon consolidation.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the years reported. Actual results may differ from these estimates.

Concentration of Credit Risk

The amount of cash on deposit with financial institutions exceeds the $250,000 federally insured limit at March 31, 2019 and 2018. However, we believe that cash on deposit that exceeds $250,000 in the financial institutions is financially sound and the risk of loss is minimal.

Fair Value Measurement

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows:

Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange.

Level 2 - Pricing inputs are other than quoted prices in active markets, but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs.

Level 3 - Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value.

Our financial instruments consist of cash, accounts receivable, accounts payable, derivative liabilities, and convertible notes. The carrying value of our financial instruments approximates their fair value, except for the derivative liability in which carrying value is fair value.

F-4

Barfresh Food Group Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2019

(Unaudited)

Accounts Receivable

Accounts receivable are typically unsecured. Our credit policy calls for payment generally within 30 days. The credit worthiness of a customer is evaluated prior to a sale. As of March 31, 2019 and December 31, 2018, the company’s allowance for doubtful accounts was $61,788 and $61,788, respectively. The allowance was estimated based on evaluation of collectability of outstanding Accounts Receivable.

Inventory

Inventory consists of finished goods and is carried at the lower of cost or realizable value on a first in first out basis. The company monitors the remaining useful life of its inventory and establishes a reserve of obsolescence where appropriate. As of March 31, 2019 and December 31, 2018, the Company’s inventory reserve was $31,237 and $31,237, respectively.

Intangible Assets

Intangible assets are comprised of patents, net of amortization and trademarks. The patent costs are being amortized over the life of the patent, which is twenty years from the date of filing the patent application. In accordance with ASC Topic 350 Intangibles - Goodwill and Other (“ASC 350”), the costs of internally developing other intangible assets, such as patents, are expensed as incurred. However, as allowed by ASC 350, costs associated with the acquisition of patents from third parties, legal fees and similar costs relating to patents have been capitalized.

In accordance with ASC 350 legal costs related to trademarks have been capitalized. We have determined that trademarks have an indeterminable life and therefore are not being amortized.

Long-Lived Assets and Other Acquired Intangible Assets

We evaluate the recoverability of property and equipment and finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. We have not recorded any significant impairment charges during the years presented.

Property, Plant, and Equipment

Property, plant, and equipment is stated at cost less accumulated depreciation and accumulated impairment loss, if any. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are being amortized over the shorter of the useful life of the asset or the lease term that includes any expected renewal periods that are deemed to be reasonably assured. The estimated useful lives used for financial statement purposes are:

Furniture and fixtures: 5 years

Manufacturing equipment and customer equipment: 3 years to 7 years

Vehicles 5 years

Revenue Recognition

1) Identify the contract with a customer A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for goods or services that are transferred is probable. For the Company, the contract is the approved sales order, which may also be supplemented by other agreements that formalize various terms and conditions with customers.

F-5

Barfresh Food Group Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2019

(Unaudited)

2) Identify the performance obligation in the contract Performance obligations promised in a contract are identified based on the goods or that will be transferred to the customer. For the Company, this consists of the delivery of frozen beverages, which provide immediate benefit to the customer. 3) Determine the transaction price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods, and is generally stated on the approved sales order. Variable consideration, which typically includes volume-based rebates or discounts, are estimated utilizing the most likely amount method. 4) Allocate the transaction price to performance obligations in the contract Since our contracts contain a single performance obligation, delivery of frozen beverages, the transaction price is allocated to that single performance obligation. 5) Recognize Revenue when or as the Company satisfies a performance obligation The Company recognizes revenue from the sale of frozen beverages when title and risk of loss passes and the customer accepts the goods, which generally occurs at delivery. Customer sales incentives such as volume-based rebates or discounts are treated as a reduction of sales at the time the sale is recognized. Shipping and handling costs are treated as fulfillment costs and presented in distribution, selling and administrative costs. The company evaluated the requirement to disaggregate revenue, and concluded that substantially all of its revenue comes from a single product, frozen beverages.

Research and Development

Expenditures for research activities relating to product development and improvement are charged to expense as incurred. We incurred $156,199 and $190,341, in research and development expenses for the three-months ended March 31, 2019 and 2018, respectively.

Shipping and Handling Costs

Shipping and handling costs are included in general and administrative expenses. For the three-month periods ended March 31, 2019 and 2018, shipping and handling costs totaled $98,339 and $138,248, respectively.

Income Taxes

The provision for income taxes is determined in accordance with the provisions of ASC Topic 740, Accounting for Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements, uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

For the three-months ended March 31, 2019 and 2018 we did not have any interest and penalties or any significant unrecognized uncertain tax positions.

F-6

Barfresh Food Group Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2019

(Unaudited)

Derivative Liability

Earnings per Share

We calculate net loss per share in accordance with ASC Topic 260, Earnings per Share. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period, and diluted earnings per share is computed by including common stock equivalents outstanding for the period in the denominator. At March 31, 2019 and 2018 any equivalents would have been anti-dilutive as we had losses for the periods then ended.

Stock Based Compensation

We calculate stock compensation in accordance with ASC Topic 718, Compensation-Stock Based Compensation (“ASC 718”). ASC 718 requires that the cost resulting from all share-based payment transactions be recognized in the financial statements and establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all entities to apply a fair-value-based measurement method in accounting for share-based payment transactions with employees except for equity instruments held by employee stock ownership plans

Reclassifications

Certain reclassifications of amounts previously reported have been made to the accompanying consolidated financial statements to maintain consistency between periods presented. The reclassifications had no impact on net income or stockholder’s equity.

Recent pronouncements

From time to time, new accounting pronouncements are issued that we adopt as of the specified effective date. We believe that the impact of recently issued standards that are not yet effective may have an impact on our results of operations and financial position.

In February 2016, the FASB issued ASU No. 2016-02, “Leases”, to improve financial reporting about leasing transactions. This ASU will require organizations that lease assets (“lessees”) to recognize a lease liability and a right-of-use asset on its balance sheet for all leases with terms of more than twelve months. A lease liability is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis and a right-of-use asset represents the lessee’s right to use, or control use of, a specified asset for the lease term. The amendments in this ASU leaves the accounting for the organization that own the assets leased to the lessee (“lessor”) largely unchanged except for targeted improvements to align it with the lessee accounting model and Topic 606, “Revenue from Contracts with Customers”.

The Company has evaluated the effect of the standard on our financial statements. Based on our evaluation, we will have one material lease subject to adoption of this standard, effective January 1, 2019. As disclosed in Note 7, we entered into a new office space lease that will take effect on April 1, 2019 and would expect to record a right-of-use asset and corresponding liability for amounts that approximate our future commitments of $258,140.

F-7

Barfresh Food Group Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2019

(Unaudited)

Note 2. Property Plant and Equipment

Major classes of property and equipment at March 31, 2019 and December 31, 2018:

	2019			2018
Furniture and fixtures	$	1,524		$	1,524
Manufacturing Equipment and customer equipment		3,243,121			3,118,391
Leasehold Improvements		4,886			4,886
Vehicles		29,696			29,696
		3,279,227			3,154,497
Less: accumulated depreciation		(1,376,921	)		(1,190,846	)
		1,902,307			1,963,651
Equipment not yet placed in service		632,822			536,605
Property and equipment, net of depreciation	$	2,535,129		$	2,500,254

We recorded depreciation expense related to these assets of $186,074 and $96,564 for the three-months ended March 31, 2019 and 2018, respectively. Depreciation expense in Cost of Goods Sold was $12,106 and $11,584 for three-months ended March 31, 2019 and 2018 respectively

Note 3. Intangible Assets

As of March 31, 2019, intangible assets consist of patent costs of $764,891, trademarks of $103,309 and accumulated amortization of $346,313.

As of December 31, 2018, intangible assets consist of patent costs of $764,891, trademarks of $103,309 and accumulated amortization of $330,411.

The amounts carried on the balance sheet represent cost to acquire, legal fees and similar costs relating to the patents incurred by the Company. Amortization is calculated through the expiration date of the patents, which is December 2025. The amount charged to amortization was $15,902 and $15,902 for the three-months ended March 31, 2019 and 2018, respectively.

Estimated future amortization expense related to patents as of March 31, 2019, is as follows:

	Total Amortization
Years ending December 31,
2019	$	47,708
2020		63,610
2021		63,610
2022		63,610
2023		63,610
Later years		116,430
	$	418,578

Note 4. Related Parties

As disclosed below in Note 5, members of management and directors invested in the company’s convertible notes; and in Note 8, members of management and directors have received shares of stock and options in exchange for services.

F-8

Barfresh Food Group Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2019

(Unaudited)

Note 5. Convertible Notes (Related and Unrelated Party)

In March 2018, we closed an offering of $2,527,500 in convertible notes, Series CN Note 1 of 2, of which, management, directors and significant shareholders have invested $840,000. The convertible notes bear 10% interest per annum and are due and payable on March 14, 2020. The notes are convertible at any time prior to the due date into our common stock at a conversion price of $0.88 per share or 85% of the average closing price of the common stock over the twenty consecutive trading days immediately preceding the date of note holders’ election; but in no event lower than $0.60 per share. In addition, the interest is convertible at any time prior to the due dates into our common stock at conversion price of 85% of the average closing price of the common stock over the twenty consecutive trading days immediately preceding the date of note holders’ election; but in no event lower than $0.60 per share. There were 1,331,583 warrants issued, in conjunction with the convertible note offering.

The fair value of the warrants, $0.17 per share ($220,548 in the aggregate), was calculated using the Black-Scholes option pricing model using the following assumptions:

Expected life (in years)	3
Volatility (based on a comparable company)	54.82	%
Risk Free interest rate	2.41	%
Dividend yield (on common stock)	-

The value of $220,548 was recorded as a debt discount related to the issuance of the warrants.

In April 2018, we offered investors in our March 2018 Convertible Note (“Series CN Notes”) the opportunity to accelerate the issuance of certain warrants associated with the CN Notes. Pursuant to the acceleration offer, Series CN Notes investors who invested an additional 10% to 20% of the Series CN Note amount, immediately received an additional 25% warrant coverage on their initial CN Note investment, which would otherwise have been issued after one year. During April 2018, we closed the CN Note acceleration offer in the amount of $177,300 in convertible notes, of which, management, directors and significant shareholders have invested $30,000. The CN Note acceleration offer convertible notes bear 10% interest per annum and are due and payable on March 14, 2020. The notes are convertible at any time prior to the due date into our common stock at conversion price of $0.88 per share or 85% of the average closing price of the common stock over the twenty consecutive trading days immediately preceding the date of note holders’ election; but in no events lower than $0.60 per share. In addition, the interest is convertible at any time prior to the due dates into our common stock at conversion price of 85% of the average closing price of the common stock over the twenty consecutive trading days immediately preceding the date of note holders’ election; but in no events lower than $0.60 per share. There were 937,373 warrants issued in conjunction with the Series CN Note acceleration offer convertible note offering.

The fair value of the warrants, $0.25 per share ($235,519 in the aggregate), was calculated using the Black-Scholes option pricing model using the following assumptions:

Expected life (in years)	3
Volatility (based on a comparable company)	55.49	%
Risk Free interest rate	2.45	%
Dividend yield (on common stock)	-

The value of $105,199 was recorded as a debt discount related to the issuance of the warrants as using the fair value would cause the debt discount to exceed the gross proceeds received.

In November and December 2018, three investors elected to convert their convertible note issued on March 14, 2018 into stock. The total debt converted was $453,000 and $30,459 accrued interest into 804,396 shares of stock.

In March 2019, an investor elected to exercise I-Warrants by using part of the investor’s convertible note. The total debt settled was $350,634 of principal and 33,929 of accrued interest.

F-9

Barfresh Food Group Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2019

(Unaudited)

The convertible notes consist of the following components as of December 31, 2018 and March 31, 2019:

	December 31, 2018			March 31, 2019
Convertible notes	$	2,704,800		$	2,704,800
Less: Debt discount (warrant value)		(325,747	)		(325,747	)
Less: Debt discount (derivative value)(Note 6)		(638,988	)		(638,988	)
Less: Debt discount (issuance costs paid)		(27,000	)		(27,000	)
Less: Note conversion/settlements		(453,000	)		(803,634	)
Add: Debt discount amortization		481,042			642,635
	$	1,741,107		$	1,552,066

In December 2018, we closed an offering of $1,363,200 in convertible notes, Series CN 2 of 2, of which, management, directors and significant shareholders have invested $560,000. The convertible notes bear 10% interest per annum and are due and payable on November 30, 2020. The notes are convertible at any time prior to the due date into our common stock at conversion price of $0.88 per share or 85% of the average closing price of the common stock over the twenty consecutive trading days immediately preceding the date of note holders’ election; but in no event lower than $0.60 per share. In addition, the interest is convertible at any time prior to the due dates into our common stock at a conversion price of 85% of the average closing price of the common stock over the twenty consecutive trading days immediately preceding the date of note holders’ election; but in no event lower than $0.60 per share. There were 678,864 warrants issued, in conjunction with the convertible note offering.

The fair value of the warrants, $0.31 per share ($212,763 in the aggregate), was calculated using the Black-Scholes option pricing model using the following assumptions:

Expected life (in years)	3
Volatility (based on a comparable company)	59.00	%
Risk Free interest rate	2.83	%
Dividend yield (on common stock)	-

The value of $212,763 was recorded as a debt discount related to the issuance of the warrants.

The convertible notes consist of the following components as of December 31, 2018 and March 31, 2019:

	December 31, 2018			March 31, 2019
Convertible notes	$	1,363,200		$	1,363,200
Less: Debt discount (warrant value)		(212,763	)		(212,763	)
Less: Debt discount (derivative value)(Note 6)		(697,186	)		(697,186	)
Less: Debt discount (issuance costs paid)		(23,700	)		(23,700	)
Add: Debt discount amortization		38,665			154,658
	$	468,216		$	584,209

F-10

Barfresh Food Group Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2019

(Unaudited)

As of March 31, 2019, the outstanding balances due of the Series CN Notes, net of all related debt discount, total $2,136,276. The related party convertible notes (net) and unrelated party convertible notes (net) represent $925,749 and $1,210,527, respectively as of March 31, 2019.

Future maturity of convertible notes at face value before effect of all discount, are as follow:

	Total Convertible Notes
Years ending December 31,
2019	$	-
2020		3,264,366
2021		-
2022		-
2023		-
	$	3,264,366

Note 6. Derivative Liabilities

As discussed in Note 5, Convertible Notes, the Company issued Series CN Note acceleration offer convertible notes payable that provide variable conversion provisions. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock, therefore the number of shares of common stock issuable upon conversion of the promissory note is indeterminate.

The fair values of the Company’s derivative liabilities are estimated at the issuance date and are revalued at each subsequent reporting date. The Company recognized a derivative liability and debt discount of $569,588 at March 14, 2018 related to the Series CN Convertible notes 1 of 2; $69,400 at April 11, 2018 related to the Series CN Notes Warrant Acceleration; and $697,186 at November 30, 2018 related to the Series CN Convertible note 2 of 2. The derivative liability was revalued at March 31, 2019 with a value of $1,731,665. The Company recorded a loss of $406,012 and $444,736 for the three-months ended March 31, 2019 and March 31, 2018 respectively related to the derivative liability.

The fair value of the derivative liability for CN Convertible Note 1 of 2 and CN Note Warrant Acceleration was calculated using the Black-Scholes model using the following assumptions.

	31-Dec-18			31-Mar-19
Expected life		1.20			0.96
Volatility (based on comparable company)		72.03	%		102.60	%
Risk Fee interest rate		2.48	%		2.27	%
Dividend yield (on common stock)		-			-

The fair value of the derivative liability for CN Convertible Note 2 of 2 was calculated using the Black-Scholes model using the following assumptions.

	31-Dec-18			31-Mar-19
Expected life		1.92			1.68
Volatility (based on comparable company)		63.70	%		85.61	%
Risk Fee interest rate		2.48	%		2.27	%
Dividend yield (on common stock)		-			-

F-11

Barfresh Food Group Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2019

(Unaudited)

Reconciliation of the derivative liability measured at fair value on a recurring basis with the use of significant unobservable inputs (level 3) from December 31, 2018 to March 31, 2019:

December 31, 2018	$	1,325,653
Loss from change in value		406,012
For the period ended December 31, 2018	$	1,731,665

The following table presents the Company’s fair value hierarchy for applicable assets and liabilities measured at fair value as of December 31, 2018 and March 31, 2019.

		Level 1				Level 2				Level 3				Total
Derivative Liability December 31, 2018		$	-				-				1,325,653			$	1,325,653

		Level 1				Level 2				Level 3				Total
Derivative Liability March 31, 2019		$	-				-				1,731,665			$	1,731,665

Note 7. Commitments and Contingencies

We lease office space under non-cancelable operating lease which expires on March 31, 2019. Our periodic lease cost and operating cash flows for the three months ended March 31, 2018 and 2019 was $37,201 and $53,906, respectively. As of March 31, 2019, our right of use asset and related liability was $0.

Subsequently we entered into a new four-year lease as of April 1, 2019. The lease requires monthly payments of $6,173 for the first year and increases to $6,359 for year two, $6,549 for year three and $6,746 for year four. There are no renewal options, covenants or purchase options.

Once we record the lease as of April 1, 2019, we estimate future maturities of lease Liabilities to be (using a 10% discount rate which approximates our borrowing rate):

Twelve months ending April 1,
2020	$	74,081
2021	$	76,304
2022	$	78,593
2023	$	80,951
Total Lease payments	$	309,929
Less Interest	$	(51,789	)
Present value of lease liabilities	$	258,140

Note 8. Stockholders’ Equity

During the three-months ended March 31, 2019, we issued 134,984 shares of common stock, valued at $81,040 for services. We also issued 38,462 shares of our common stock, with a value of $25,000, to certain members of our Board of Directors in lieu of cash payments for Director fees. Also, we issued 161,133 options to purchase our common stock to certain members of the Board of Directors in lieu of cash payments for Director fees, valued at $75,000. The exercise price of the options is $0.65 per share, vest immediately, and are exercisable for periods of 8 years. In addition, we issued 105,000 options to purchase our common stock to employees. The exercise price of the options ranged from $0.65 to $0.69 per share, vest after 3 years, and are exercisable for periods of 8 years. In addition, we issued 4,000,000 shares of common stock for capital raise, valued at $2,400,000.

F-12

Barfresh Food Group Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2019

(Unaudited)

The fair value of the options issued ($39,447, in the aggregate) was calculated using the Black-Sholes option pricing model, based on the criteria shown below.

Expected life (in years)	5.5 to 8
Volatility (based on a comparable company)	63.83%-64.00	%
Risk Free interest rate	2.47%-2.54	%
Dividend yield (on common stock)	-

The shares of our common stock were valued at the trading price on the date of grant, $0.66 and $0.72 per share

During the same period, we cancelled 78,000 options to purchase our common stock.

Holder of 2,841,454 I warrants elected to exercise those warrant on a cash basis of $1,320,310 and cashless basis of $384,563 to offset convertible note and accrued interest; and received 2,841,454 shares of our common stock.

Holder of 300,000 G warrants elected to exercise those warrant on a cash basis of $180,000 and received 300,000 shares of our common stock.

During the first quarter of 2019, the Company settled certain Executive Deferred Compensation payments with a combination of cash and warrants. The total amount of Deferred Executive compensation settled is $771,113. One-third of that total or $243,623, was paid in cash. The remaining balance of $487,246 was settled by granting the Executives warrants exercisable for five years to purchase the Company’s stock at an exercise price of $0.70 per share.

The total amount of equity-based compensation included in additional paid in capital for the years ended March 31, 2019 and 2018 was $136,941 and $246,775, respectively,

The following is a summary of outstanding stock options issued to employees and directors as of March 31, 2019:

	Number of Options			Exercise price per share $		Average remaining term in years		Aggregate intrinsic value at date of grant $
Outstanding January 1, 2019		7,428,014			.40 - .87		5.48		-
Issued		105,000			.65 - .69
Cancelled		(78,000	)
Outstanding March 31, 2019		7,455,014			.40 - .87		5.27
Exercisable, March 31 2019		3,586,396			.40 - .87		4.07		-

F-13

Barfresh Food Group Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2019

(Unaudited)

The following is Changes in Stockholders’ Equity as of March 31, 2018 and March 31, 2019:

					Additional
	Common Stock				paid in		Accumulated
	Shares		Amount		Capital		(Deficit)			Total
Balance January 1, 2018		118,690,527	$	119	$	37,992,799	$	(33,830,997	)	$	4,161,921
Cashless exercise of options		8,812		-		-		-			-
Issuance of stock for services		99,206		-		100,000		-			100,000
Equity based compensation		-		-		246,775		-			246,775
Discount on convertible notes (warrants)		-		-		220,548		-			220,548
Net (loss) for the year		-		-		-		(2,338,138	)		(2,338,138	)
Balance March 31, 2018		118,798,545	$	119	$	38,560,122	$	(36,169,135	)	$	2,391,106

					Additional
	Common Stock				paid in		Accumulated
	Shares		Amount		Capital		(Deficit)			Total
Balance January 1, 2019		122,770,960	$	123	$	41,118,649	$	(41,153,820	)	$	(35,048	)
Exercise of warrants		3,141,454		3		1,884,869					1,884,872
Issuance of stock for services		173,446		-		181,040		-			181,040
Equity based compensation		-		-		136,941		-			136,941
Warrants issued to Management		-		-		758,754		-			758,754
Issuance of stock for capital raise		4,000,000		4		2,399,996		-			2,400,000
Warrant modification		-		-		307,460		-			307,460
Net (loss) for the year		-		-		-		(2,847,262	)		(2,847,262	)
Balance March 31, 2019		130,085,860	$	130	$	46,787,709	$	(44,001,032	)	$	2,786,807

F-14

Barfresh Food Group Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2019

(Unaudited)

Note 9. Outstanding Warrants

The following is a summary of all outstanding warrants as of March 31, 2019:

	Number of warrants		price per share		remaining term in years		intrinsic value at date of grant
Warrants issued in connection with private placements of common stock		17,888,354	$	0.53 - $1.00		1.70	$	-
Warrants issued in connection with private placement of notes		1,335,000	$	1.00		1.76	$	-
Warrants issued in connection with convertible note		2,4680,259	$	0.70		2.16	$	-
Warrants issued in connection with settlement of deferred compensation		1,595,611	$	0.70		5.00	$	-

Note 10. Income Taxes

We account for income taxes in interim periods in accordance with ASC Topic 740, Income Taxes (“ASC 740”). We have determined an estimated annual effective tax rate. The rate will be revised, if necessary, as of the end of each successive interim period during our fiscal year to our best current estimate. As of March 31, 2019, the estimated effective tax rate for the year will be zero.

There are open statutes of limitations for taxing authorities in federal and state jurisdictions to audit our tax returns from 2009 through the current period. Our policy is to account for income tax related interest and penalties in income tax expense in the statement of operations. There have been no income tax related interest or penalties assessed or recorded.

ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This pronouncement also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

For the three-month periods ended March 31, 2019 and 2018, we did not have any interest and penalties associated with tax positions. As of March 31, 2019, we did not have any significant unrecognized uncertain tax positions.

Note 11. Liquidity

During the three months ended March 31, 2019, we used cash for operations of $1,873,982, and purchased equipment for $160,590. We raised cash from the issuance of stock in the amount of $2,400,000, and we received cash for the exercise of warrants in the amount of $1,550,310.

F-15

Barfresh Food Group Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2019

(Unaudited)

Note 12. Subsequent Events

Management has evaluated all activity and concluded that no subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to the financial statements.

F-16

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders Barfresh Food Group, Inc. Beverly Hills, California

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Barfresh Food Group, Inc. (the “Company”) as of December 31, 2018 and 2017, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Barfresh Food Group, Inc. as of December 31, 2018 and 2017, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to Barfresh Food Group, Inc. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Barfresh Food Group Inc. is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risk of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Eide Bailly LLP

We have served as Barfresh Food Group Inc.’s auditor since 2012.

Denver, Colorado

April 1, 2019

F-17

Barfresh Food Group Inc.

Consolidated Balance Sheets

December 31, 2018 and 2017

	2018			2017
Assets
Current assets:
Cash	$	1,041,569		$	1,304,916
Accounts receivable, net		357,304			301,012
Inventory, net		1,226,463			1,415,495
Prepaid expenses and other current assets		98,457			24,496
Total current assets		2,723,793			3,045,919
Property, plant and equipment, net of depreciation		2,500,254			1,760,890
Intangible assets, net of amortization		537,789			586,943
Deposits		-			39,369
Total Assets	$	5,761,836		$	5,433,121
Liabilities And Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable	$	1,101,882		$	421,176
Accrued expenses		175,259			439,032
Accrued payroll		638,706			161,186
Accrued vacation		155,586			249,311
Deferred rent		-			495
Total current liabilities		2,071,433			1,271,200
Long term liabilities:
Accrued interest		190,475			-
Convertible note - related party, net of discount		841,836			-
Convertible note, net of discount		1,367,487			-
Derivative liabilities		1,325,653			-
Total liabilities		5,796,884			1,271,200
Commitments and contingencies (Note 6,7,8 and 13)
Stockholders’ equity (deficit):
Preferred stock, $0.000001 par value, 5,000,000 shares authorized, none issued or outstanding		-			-
Common stock, $0.000001 par value; 300,000,000 shares authorized; 122,770,960 and 118,690,527 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively		123			119
Additional paid in capital		41,118,649			37,992,799
Accumulated deficit		(41,153,820	)		(33,830,997	)
Total stockholders’ equity (deficit)		(35,048	)		4,161,921
Total Liabilities and Stockholders’ Equity (Deficit)	$	5,761,836		$	5,433,121

See the accompanying notes to the consolidated financial statements

F-18

Barfresh Food Group Inc.

Consolidated Statements of Operations

For the years ended December 31, 2018 and 2017

	2018			2017
Revenue	$	4,235,159		$	1,997,012
Cost of revenue		2,033,396			1,085,575
Depreciation of manufacturing equipment		57,099			21,766
Gross profit		2,144,664			889,671
Operating expenses:
General and administrative		7,813,425			9,492,094
Depreciation and amortization		511,319			309,117
Total operating expenses		8,324,744			9,801,211
Operating loss		(6,180,080	)		(8,911,540	)
Other expenses
Loss from derivative liability		87,630			-
Warrant modification		290,300			-
Interest		764,813			-
Total other expense		1,142,743			-
Net (loss)	$	(7,322,823	)	$	(8,911,540	)
Per share information - basic and fully diluted:
Weighted average shares outstanding		119,599,191			117,748,411
Net (loss) per share	$	(0.06	)	$	(0.08	)

See the accompanying notes to the consolidated financial statements

F-19

Barfresh Food Group, Inc.

Statement of Stockholders’ Equity

For the Period from January 1, 2017 to December 31, 2018

	Common Stock				Additional paid in		Accumulated
	Shares		Amount		Capital		(Deficit)			Total
Balance January 1, 2017		117,103,276	$	117		35,829,627		(24,919,457	)		10,910,287
Exercise of warrants		232,005		-		35,400		-			35,400
Exercise of options		276,171		-		-		-			-
Issuance of stock for services		178,733		1		112,250		-			112,251
Equity based compensation		900,342		1		2,015,522		-			2,015,523
Net (loss) for the year		-		-		-		(8,911,540	)		(8,911,540	)
Balance December 31, 2017		118,690,527	$	119	$	37,992,799	$	(33,830,997	)	$	4,161,921
Exercise of warrants		2,017,821		2		924,998		-			925,000
Cashless exercise of options		107,821		-		-		-			-
Conversion of notes payable		804,396		1		580,853		-			580,854
Issuance of stock for services		1,150,395		1		190,166		-			190,167
Equity based compensation		-		-		598,768		-			598,768
Discount on convertible notes (warrants)		-		-		540,765		-			540,765
Warrant modification						290,300					290,300
Net (loss) for the year		-		-		-		(7,322,823	)		(7,322,823	)
Balance December 31, 2018		122,770,960	$	123	$	41,118,649	$	(41,153,820	)	$	(35,048	)

See the accompanying notes to the consolidated financial statements

F-20

Barfresh Food Group Inc.

Consolidated Statements of Cash Flows

For the years ended December 31, 2018 and 2017

	2018			2017
Net income	$	(7,322,823	)	$	(8,911,540	)
Adjustments to reconcile net income to net cash from operating activities
Depreciation		504,808			268,784
Amortization		63,610			62,099
Change in allowance for doubtful accounts		61,788			-
Change in inventory reserve		31,237			-
Interest expense, amortization of debt discount		519,707			-
Warrant modification expense		290,300			-
Stock-Based compensation		598,768			1,550,718
Loss on derivative		87,630			-
Gain on sale of assets		(13,118	)		-
Stock and options issued for services		190,167			112,250
Changes in assets and liabilities
Receivables - trade		(148,055	)		(169,924	)
Inventories		213,346			(1,097,547	)
Prepaid expenses & other assets		(4,617	)		1,368
Deposits		-			13,833
Accounts payable		458,507			267,420
Accrued expenses		120,022			567,960
Accrued interest		220,934			-
Deferred rent		(495	)		330
Net Cash (used for) Operating Activities		(4,128,284	)		(7,334,249	)
Investing Activities
Purchase of property and equipment		(1,106,574	)		(535,196	)
Proceeds from sale of equipment		37,967			-
Purchase of intangibles		(14,456	)		(29,179	)
Net Cash (used for) Investing Activities		(1,083,063	)		(564,375	)
Financing Activities
Cash received for warrant Exercises		925,000			35,400
Cash paid for debt offering costs		(45,000	)		-
Issuance of convertible notes		4,318,000			-
Repayment of long term debt		(250,000	)		(12,807	)
Net Cash from Financing Activities		4,948,000			22,593
Net Change in Cash and Cash Equivalents		(263,347	)		(7,876,031	)
Cash and Cash Equivalents, Beginning of Year		1,304,916			9,180,947
Cash and Cash Equivalents, End of Year	$	1,041,569		$	1,304,916
Interest Paid	$	-		$	-
Non Cash Financing and Investing Activities
Settlement of liability with equity awards		-			464,806
Total property and equipment included in accounts payable		216,768			-
Discount on convertible notes		1,874,684			-
Convertible notes principal, interest and derivative liability settled in stock		580,854			-

See the accompanying notes to the financial statements

F-21

Note 1. Summary of Significant Accounting Policies

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Basis of Consolidation

Use of Estimates

Concentration of Credit Risk

The amount of cash on deposit with financial institutions exceeds the $250,000 federally insured limit at December 31, 2018 and 2017. However, we believe that cash on deposit that exceeds $250,000 in the financial institutions is financially sound and the risk of loss is minimal.

Fair Value Measurement

Our financial instruments consist of cash, accounts receivable, accounts payable, accrued expenses, derivative liabilities, and convertible notes. The carrying value of our financial instruments approximates their fair value, except for the derivative liability in which carrying value is fair value.

Accounts Receivable

Accounts receivable are typically unsecured. Our credit policy calls for payment generally within 30 days. The credit worthiness of a customer is evaluated prior to a sale. As of December 31, 2018 and 2017, the company’s allowance for doubtful accounts was $61,788 and $0, respectively. There was bad debt expense for the year ended December 31, 2018 of $61,788 and no bad debt expense for the year ended December 31, 2017. The allowance was applied to certain receivable accounts which are over 95 days.

F-22

Inventory

Inventory consists of finished goods and is carried at the lower of cost or realizable value on a first in first out basis. The company monitors the remaining useful life of its inventory and establishes a reserve of obsolescence where appropriate. As of December 31, 2018 and 2017, the Company’s inventory reserve was $31,237 and $0, respectively.

Intangible Assets

In accordance with ASC 350 legal costs related to trademarks have been capitalized. We have determined that trademarks have an indeterminable life and therefore are not being amortized.

Long-Lived Assets and Other Acquired Intangible Assets

Property, Plant, and Equipment

Furniture and fixtures: 5 years

Manufacturing equipment and customer equipment: 3 years to 7 years

Leasehold improvements: 2 years

Vehicles 5 years

Revenue Recognition

	1)	Identify the contract with a customer
		A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for goods or services that are transferred is probable. For the Company, the contract is the approved sales order, which may also be supplemented by other agreements that formalize various terms and conditions with customers.
	2)	Identify the performance obligation in the contract
		Performance obligations promised in a contract are identified based on the goods or that will be transferred to the customer. For the Company, this consists of the delivery of frozen beverages, which provide immediate benefit to the customer.

F-23

Research and Development

Expenditures for research activities relating to product development and improvement are charged to expense as incurred. We incurred $674,224 and $574,989, in research and development expenses for the years ended December 31, 2018 and 2017, respectively.

Shipping and Storage Costs

Shipping and handling costs are included in general and administrative expenses. For the years ended December 31, 2018 and 2017, shipping and handling costs totaled $864,871 and $619,871, respectively.

Rent Expense

We recognize rent expense on a straight-line basis over the reasonably assured lease term as defined in ASC Topic 840, Leases (“ASC 840”).

Income Taxes

For the years ended December 31, 2018 and 2017 we did not have any interest and penalties or any significant unrecognized uncertain tax positions.

F-24

Derivative Liability

Earnings per Share

We calculate net loss per share in accordance with ASC Topic 260, Earnings per Share. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period, and diluted earnings per share is computed by including common stock equivalents outstanding for the period in the denominator. At December 31, 2018 and 2017 any equivalents would have been anti-dilutive as we had losses for the periods then ended.

Stock Based Compensation

Reclassifications

Recent pronouncements

The Company has evaluated the effect of the standard on our financial statements. Based on our evaluation, we will have one material lease subject to adoption of this standard in our upcoming fiscal year. As disclosed in Note 14, we entered into a new office space lease that will take effect on April 1, 2019 and would expect to record a right-of-use asset and corresponding liability for amounts that approximate our future commitments of approximately $300,000. The Company does not plan to adopt the standard until the interim period ended March 31, 2019.

F-25

Note 2. Property Plant and Equipment

Major classes of property and equipment at December 31, 2018 and 2017 consist of the following:

	2018			2017
Furniture and fixtures	$	1,524		$	1,524
Manufacturing Equipment and customer equipment		3,118,391			1,952,538
Leasehold Improvements		4,886			4,886
Vehicles		29,696			29,696
		3,154,497			1,988,644
Less: accumulated depreciation		(1,190,846	)		(665,657	)
		1,963,651			1,322,987
Equipment not yet placed in service		536,605			437,903
Property and equipment, net of depreciation	$	2,500,254		$	1,760,890

We recorded depreciation expense related to these assets of $504,808 and $268,784 for the years ended December 31, 2018 and 2017, respectively.

Note 3. Intangible Assets

As of December 31, 2018, intangible assets consist of patent costs of $764,891, trademarks of $103,309 and accumulated amortization of $330,411.

As of December 31, 2017, intangible assets consist of patent costs of $764,891, trademarks of $88,853 and accumulated amortization of $266,801.

The amounts carried on the balance sheet represent cost to acquire, legal fees and similar costs relating to the patents incurred by the Company. Amortization is calculated through the expiration date of the patent, which is December, 2025. The amount charged to expenses for amortization of the patent costs was $63,610 and $62,099 for the years ended December 31, 2018 and 2017, respectively.

Estimated future amortization expense related to patents as of December 31, 2018, is as follows:

	Total Amortization
Years ending December 31,
2019	$	63,610
2020		63,610
2021		63,610
2022		63,610
2023		63,610
Later years		116,430
	$	434,480

Note 4. Related Parties

As disclosed below in Note 6, members of management and directors invested in company’s convertible notes; and in Note 9, members of management and directors have received shares of stock and options in exchange for services.

F-26

Note 5. Short-Term Notes Payable

In March 2018, we closed an offering of $250,000 in a short-term note payable. The short-term note bore 12% interest per annum with an original maturity date in September 2018 which was extended to December 31, 2018. During the three months ended September 30, 2018, the Company paid down $50,000 of the short term note, and the balance of $200,000 of the note payable was paid in full during December 2018.

Note 6. Convertible Notes (Related and Unrelated Party)

In March 2018, we closed an offering of $2,527,500 in convertible notes, Series CN Note 1 of 2, of which, management, directors and significant shareholders have invested $840,000. The convertible notes bear 10% interest per annum and are due and payable on March 14, 2020. The notes are convertible at any time prior to the due date into our common stock at conversion price of $0.88 per share or 85% of the average closing price of the common stock over the twenty consecutive trading days immediately preceding the date of note holders’ election; but in no events lower than $0.60 per share. In addition, the interest is convertible at any time prior to the due dates into our common stock at conversion price of 85% of the average closing price of the common stock over the twenty consecutive trading days immediately preceding the date of note holders’ election; but in no event lower than $0.60 per share. There were 1,331,583 warrants issued, in conjunction with the convertible note offering.

The fair value of the warrants, $0.17 per share ($220,548 in the aggregate), was calculated using the Black-Scholes option pricing model using the following assumptions:

Expected life (in years)	3
Volatility (based on a comparable company)	54.82	%
Risk Free interest rate	2.41	%
Dividend yield (on common stock)	-

The value of $220,548 was recorded as a debt discount related to the issuance of the warrants.

The fair value of the warrants, $0.25 per share ($235,519 in the aggregate), was calculated using the Black-Scholes option pricing model using the following assumptions:

Expected life (in years)	3
Volatility (based on a comparable company)	55.49	%
Risk Free interest rate	2.45	%
Dividend yield (on common stock)	-

The value of $105,199 was recorded as a debt discount related to the issuance of the warrants as using the fair value would cause the debt discount to exceed the gross proceeds received.

The convertible notes consist of the following components as of the year-end:

	December 31, 2018
Convertible notes	$	2,704,800
Less: Debt discount (warrant value)		(325,747	)
Less: Debt discount (derivative value)(Note 7)		(638,988	)
Less: Debt discount (issuance costs paid)		(27,000	)
Less: Note conversion		(453,000	)
Add: Debt discount amortization		481,042
	$	1,741,107

In December 2018, we closed an offering of $1,363,200 in convertible notes, Series CN 2 of 2, of which, management, directors and significant shareholders have invested $560,000. The convertible notes bear 10% interest per annum and are due and payable on November 30, 2020. The notes are convertible at any time prior to the due date into our common stock at conversion price of $0.88 per share or 85% of the average closing price of the common stock over the twenty consecutive trading days immediately preceding the date of note holders’ election; but in no events lower than $0.60 per share. In addition, the interest is convertible at any time prior to the due dates into our common stock at conversion price of 85% of the average closing price of the common stock over the twenty consecutive trading days immediately preceding the date of note holders’ election; but in no event lower than $0.60 per share. There were 678,864 warrants issued, in conjunction with the convertible note offering.

F-27

The fair value of the warrants, $0.31 per share ($212,763 in the aggregate), was calculated using the Black-Scholes option pricing model using the following assumptions:

Expected life (in years)	3
Volatility (based on a comparable company)	59.00	%
Risk Free interest rate	2.83	%
Dividend yield (on common stock)	-

The value of $212,763 was recorded as a debt discount related to the issuance of the warrants.

The convertible notes consist of the following components as of the year-end:

	December 31, 2018
Convertible notes	$	1,363,200
Less: Debt discount (warrant value)		(212,763	)
Less: Debt discount (derivative value)(Note 7)		(697,186	)
Less: Debt discount (issuance costs paid)		(23,700	)
Add: Debt discount amortization		38,665
	$	468,216

As of December 31, 2018, the outstanding balances due of the Series CN Notes, net of all related debt discount, total $2,209,323. The related party convertible notes (net) and unrelated party convertible notes (net) represent $841,836 and $1,367,487, respectively as of December 31, 2018.

Future maturity of convertible notes at face value before effect of all discount, are as follow:

	Total Convertible Notes
Years ending December 31,
2019	$	-
2020		3,615,000
2021		-
2022		-
2023		-
	$	3,615,000

F-28

Note 7. Derivative Liabilities

As discussed in Note 6, Convertible Notes, the Company issued Series CN Note acceleration offer convertible notes payable that provide variable conversion provisions. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock, therefore the number of shares of common stock issuable upon conversion of the promissory note is indeterminate.

The fair values of the Company’s derivative liabilities are estimated at the issuance date and are revalued at each subsequent reporting date. The Company recognized a derivative liability and debt discount of $569,588 at March 14, 2018 related to the Series CN Convertible notes 1 of 2; $69,400 at April 11, 2018 related to the Series CN Notes Warrant Acceleration; and $697,186 at November 30, 2018 related to the Series CN Convertible note 2 of 2. The derivative liability was revalued at December 31, 2018 with a value of $1,325,653. The Company recorded a net loss of $87,630 for the year ended December 31, 2018 related to the derivative liability. The net loss consists of a $110,829 gain for a portion of the derivative liability being settled upon a note holders decision to convert their outstanding principal under the terms of the convertible note agreement to equity and a loss of $198,459 from the change in fair value.

The fair value of the derivative liability for CN Convertible Note 1 of 2 and CN Note Warrant Acceleration was calculated using the Black-Scholes model using the following assumptions.

	14-Mar-18			11-Apr-18			31-Dec-18
Expected life		2			1.96			1.20
Volatility (based on comparable company)		49.00	%		53.93	%		72.03	%
Risk Fee interest rate		2.41	%		2.32	%		2.48	%
Dividend yield (on common stock)		-			-			-

The fair value of the derivative liability for CN Convertible Note 2 of 2 was calculated using the Black-Scholes model using the following assumptions.

	30-Nov-18			31-Dec-18
Expected life		2			1.92
Volatility (based on comparable company)		61.17	%		63.70	%
Risk Fee interest rate		2.80	%		2.48	%
Dividend yield (on common stock)		-			-

Reconciliation of the derivative liability measured at fair value on a recurring basis with the use of significant unobservable inputs (level 3) from December 31, 2017 to December 31, 2018:

December 31, 2017	$	-
Initial value - March 14, 2018		569,588
Initial value - April 11, 2018		69,400
Initial value - November 30, 2018		697,186
Fair value of settlement from debt conversion		(208,980	)
Loss from change in value		198,459
For the period ended December 31, 2018	$	1,325,653

The following table presents the Company’s fair value hierarchy for applicable assets and liabilities measured at fair value as of December 31, 2018.

		Level 1				Level 2				Level 3				Total
Derivative Liability		$	-				-				1,325,653			$	1,325,653

Note 8. Commitments and Contingencies

We lease office space under non-cancelable operating leases, which expires on March 31, 2019. The aggregate minimum requirements are as follows:

For years ending December 31,
2019		43,462
	$	43,462

We incurred lease expense of $167,530 and $132,620 for the years ended December 31, 2018 and 2017, respectively.

F-29

Note 9. Stockholders’ Equity

During the year ended December 31, 2017, we issued 178,733 shares of common stock, valued at $112,250 for services. We also issued 95,995 shares of our common stock, with a value of $73,560, to a member of our Board of Directors in lieu of cash payments for Director fees. In addition, we issued 439,977 options to purchase our common stock to certain member of the Board of Directors in lieu of cash payments for Director fees. The exercise price of the options ranged from $0.77 to $0.79 per share, vest immediately, and are exercisable for periods of 8 years. In addition, we issued 1,485,000 options to purchase our common stock to employees and executives. The exercise price of the options ranged from $0.55 to $0.68 per share, vest after 3 years, and are exercisable for periods of 8 years.

The fair value of the options issued ($999,682, in the aggregate) was calculated using the Black-Sholes option pricing model, based on the criteria shown below.

Expected life (in years)	5.5 to 8
Volatility (based on a comparable company)	74.09% to 82.65	%
Risk Free interest rate	1.24% to 1.73	%
Dividend yield (on common stock)	-

During the year ended December 31, 2018, we issued 180,265 shares of common stock, valued at $90,167 for services. We also issued 183,240 shares of our common stock, with a value of $100,000, to certain members of our Board of Directors in lieu of cash payments for Director fees. Also, we have 786,890 shares issued in connection with formerly issued restricted stock grants that vested during 2018. In addition, we issued 227,111 options to purchase our common stock to certain members of the Board of Directors in lieu of cash payments for Director fees, valued at $100,000. The exercise price of the options ranged from $0.50 to $0.595 per share, vest immediately, and are exercisable for periods of 8 years. In addition, we issued 1,315,000 options to purchase our common stock to employees and executives. The exercise price of the options is $0.52 per share, vest after 3 years, and are exercisable for periods of 8 years.

The fair value of the options issued ($543,550, in the aggregate) was calculated using the Black-Sholes option pricing model, based on the criteria shown below.

Expected life (in years)	5.5 to 8
Volatility (based on a comparable company)	59.82%-70.29	%
Risk Free interest rate	2.78%-2.93	%
Dividend yield (on common stock)	-

The shares of our common stock were valued at the trading price on the date of grant, $0.47 and $0.52 per share

During the same period, we cancelled 321,183 options to purchase our common stock.

Holders of 1,933,333 warrants exercised those warrants for cash proceeds of $925,000 and received 1,933,333 shares of our common stock.

Holders of 250,000 N warrants elected to exercise those warrant on a cashless basis and received 84,488 shares of our common stock.

Holders of 737,887 options elected to exercise those warrants on a cashless basis and received 107,821 shares of our common stock.

The total amount of equity-based compensation included in additional paid in capital for the years ended December 31, 2018 and 2017 was $598,768 and $1,550,718, respectively,

The following is a summary of outstanding stock options issued to employees and directors as of December 31, 2018:

	Number of Options			Exercise price per share $		Average remaining term in years		Aggregate intrinsic value at date of grant $
Outstanding January 1, 2017		5,862,442			.45 - .87				-
Issued		1,924,977			.40 - .79
Cancelled		(122,000	)
Exercised		(950,000	)
Outstanding December 31, 2017		6,715,419			.40 - .87
Issued		1,542,111			.50 - .60
Cancelled		(321,183	)
Exercised		(508,333	)
Outstanding December 31, 2018		7,428,014			.40 - .87		5.48
Exercisable , December 31 2018		3,586,396			.40 - .87		4.34		-

As of December 31, 2018, the Company has $698,701 of total unrecognized share-based compensation expense related to unvested options, which is expected to be amortized over the remaining weighted average period of 5.48 years.

F-30

Note 10. Outstanding Warrants

The following is a summary of all outstanding warrants as of December 31, 2018:

	Number of warrants		price per share		remaining term in years		intrinsic value at date of grant
Warrants issued in connection with private placements of common stock		21,029,808	$	0.53 - $1.00		2.02	$	-
Warrants issued in connection with private placement of notes		1,335,000	$	1.00		2.00	$	-
Warrants issued in connection with convertible note		2,940,779	$	0.70		2.37	$	-

Note 11. Income Taxes

Income tax provision (benefit) for the years ended December 31, 2018 and 2017 is summarized below:

	2018			2017
Current:
Federal	$	-		$	-
State		-			-
Total current		-			-
Deferred:
Federal		(922,100	)		(746,700	)
State		(144,700	)		(117,200	)
Total deferred		(1,066,800	)		(863,900	)
Change in valuation allowance	$	1,066,800		$	863,900

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate before provision for income taxes. The sources and tax effect of the differences are as follows:

	2018			2017
Income tax provision at the federal statutory rate		21.0	%		34.0	%
State income taxes, net of federal benefit		3.3	%		3.3	%
Permanent Difference		(2.5	%)		(5.46	%)
Effect of rate change		-	%		(41.53	%)
Effect of change in valuation allowance		(21.8	%)		9.69	%
		-	%		-	%

Components of the net deferred income tax assets at December 31, 2018 and 2017 were as follows:

	2018			2017
Net operating loss carryover	$	7,969,000		$	6,902,200
Valuation allowance		(7,969,000	)		(6,902,200	)
	$	-		$	-

ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of evidence, it is more than likely than not that some portion or all of the deferred tax assets will not be recognized. After consideration of all the evidence, both positive and negative, management has determined that a $7,969,000 and $6,902,200 allowance at December 31, 2018 and 2017, respectively, is necessary to reduce the deferred tax assets to the amount that will more likely than not be realized. The increase in the valuation allowance for the current period is $1,066,800.

As of December 31, 2018, we have a net operating loss carry forward of approximately $32,795,300. The loss will be available to offset future taxable income. If not used, this carry forward will expire as follows:

2030	$	1,000
2031	$	63,800
2032	$	345,900
2033	$	1,840,300
2034	$	2,324,100
2035	$	2,987,300
2036	$	5,061,700
2037	$	8,464,700
2038	$	7,315,400
2039	$	4,391,100

As of December 31, 2018, we did not have any significant unrecognized uncertain tax positions. The 2018 net operating loss carry forward of $4,391,100 does not expire under the Tax Cut and Job Act of 2017.

F-31

Note 12. Business Segments and Customer Concentrations.

During the years ended December 31, 2018 and 2017, we operated in one segment.

The following is a breakdown of customers representing more than 10% of sales for the year ended December 31, 2017:

		Revenue from customer				Percentage of total revenue
Customer A		$	1,243,341				62.3	%

The following is a breakdown of customers representing more than 10% of sales for the year ended December 31, 2018:

	Revenue from customer		Percentage of total revenue
Customer A	$	1,465,189		32.84	%
Customer B		522,512		11.71	%

Note 13. Liquidity

We have a history of operating losses and negative cash flow. As our operations grow, we expect to experience significant increases in our working capital requirements. These conditions raise substantial doubt over the Company’s ability to meet all of its obligations over the twelve months following the filing of this Form 10-K. Management has evaluated these conditions, and concluded that current plans will alleviate this concern. As of December 31, 2018, we had $1,041,569 of cash on the balance sheet. We have continued to significantly reduce core operating expenses, reducing total General and Administrative Expense in 2018 by $1.7 million, or 18%, as compared with 2017. In addition, in the first quarter of 2019, the Company completed $4.3 million of funding efforts. These efforts included a Private Placement Offering for common shares priced at .60 cents per share, resulting in the receipt of capital investment in the amount of $2.4 million and the issuance of 3,833,333 shares. In addition, the Company offered to reduce the exercise price on its I Warrants from $1 to .60 cents, for a limited time. During the time this offer was open, I Warrant holders converted 2,841,454 warrants at .60 cents, resulting in the receipt of capital investment in the amount of $1.7 million. In addition, during the first quarter of 2019, one investor exercised G series warrants, resulting in the receipt of capital investment in the amount of $180,000. In addition, during the first quarter of 2019, the Company settled certain Executive Deferred Compensation payments with a combination of cash and warrants. The total amount of Deferred Executive compensation settled is $730,869. One-third of that total or $243,623, was paid in cash. The remaining balance of $487,246 was settled by granting the Executives warrants exercisable for five years to purchase the Company’s stock at an exercise price of $0.70 per share, the closing price of our common stock on March 19, 2019, resulting in additional cash savings to the Company. Management has concluded that these actions have mitigated the substantial doubt of our ability to continue as a going concern. However, the Company cannot predict, with certainty, the outcome of its action to generate liquidity, including the availability of additional financing, or whether such actions would generate the expect liquidity as planned.

Note 14. Subsequent Events

During the first quarter of 2019, the Company completed additional funding efforts, including a Private Placement Offering for common shares priced at $0.60 per share, resulting in the receipt of proceeds in the amount of $2.4 million and the issuance of 3,833,333 shares. In addition, during the first quarter of 2019, the Company offered to reduce the exercise price on its I Warrants from $1 to $0.60, for a limited time. During the time this offer was open, I Warrant holders converted 2,841,454 warrants at $0.60, resulting in the receipt of proceeds in the amount of $1.7 million. In addition, during the first quarter of 2019, one investor exercised G series warrants, resulting in the receipt of proceeds in the amount of $180,000, and the issuance of 300,000 shares. In total, during the first quarter of 2019, the Company has raised $4.3 million and issued 7,141,454 shares, and no additional warrants.

Effective March 31, 2019, the Company paid all outstanding Executive Deferred Compensation amounts. The total amount settled is $730,869, comprised of $603,294 outstanding at December 31, 2018, and $127,575 additional deferrals recorded during the first quarter of 2019. One-third of the total outstanding Executive Deferred Compensation amount, or $243,623, was paid in cash. The remaining balance was settled by granting the Executives a warrant exercisable for five years to purchase the Company’s stock at an exercise price of $0.70 per share, the closing price of our common stock on March 19, 2019. The total number of the warrants issued of 1,827,173 was determined using the Black Sholes valuation methodology, and by placing a fifty percent premium on the cash value of the remaining two thirds of total outstanding Executive Deferred Compensation as of March 31, 2019.

The Company entered into an agreement to lease office space, beginning April 1, 2019 through March 31, 2023. For the first twelve months base rent is $6,175 with annual increases of approximately 3%.

F-32

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 2413. ~~Indemnification~~Other Expenses of ~~Directors~~Issuance and ~~Officers~~Distribution

The following table sets forth the various expenses, other than the underwriting discounts and commissions, payable by us in connection with the sale of our common stock being registered hereby. All amounts shown are estimates except the SEC registration fee, the FINRA filing fee and the exchange listing fee.

($ in thousands)
SEC registration fee	$	2,395

Printing fees and expenses		500
Legal fees and expenses		10,000
Accounting fees and expenses		2,000
Transfer agent and registrar fees and expenses		2,500
Miscellaneous		2,605
Total	$	20,000

Item 14. Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent of the corporation. Section 145 of the Delaware General Corporation Law also provides that expenses (including attorneys’ fees) incurred by a director or officer in defending an action may be paid by a corporation in advance of the final disposition of an action if the director or officer undertakes to repay the advanced amounts if it is determined such person is not entitled to be indemnified by the corporation. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise. The provision does not affect directors’ responsibilities under any other laws, such as the federal securities laws. The Company’s Certificate of Incorporation provides for such indemnification to the fullest extent of Section 145 and states that the indemnification is not exclusive of other rights of those seeking indemnification may be entitled.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal benefit. The Company’s Certificate of Incorporation provides for such limitation of liability.

The Company has entered into agreements with its directors and executive officers, that require the Company to indemnify such persons to the fullest extent permitted by law, against expenses, judgments, fines, settlements and other amounts incurred (including attorneys’ fees), and advance expenses if requested by such person, in connection with investigating, defending, being a witness in, participating, or preparing for any threatened, pending, or completed action, suit, or proceeding or any alternative dispute resolution mechanism, or any inquiry, hearing or investigation (collectively, a “Proceeding”), relating to any event or occurrence that takes place either prior to or after the execution of the indemnification agreement, related to the fact that such person is or was a director or officer of the Company, or while a director or officer is or was serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary of another foreign or domestic corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation that was a predecessor corporation of the Company or of another enterprise at the request of such predecessor corporation, or related to anything done or not done by such person in any such capacity, whether or not the basis of the Proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee, or agent of the Company. Indemnification is prohibited on account of any Proceeding in which judgment is rendered against such persons for an accounting of profits made from the purchase or sale by such persons of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any federal, state or local laws. The indemnification agreements also set forth certain procedures that apply in the event of a claim for indemnification thereunder.

43II-1

The Company maintains insurance on behalf of any person who is or was a director, officer or employee of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise against liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Company would have the power to indemnify him against liability under the provisions of this section.

The right of any person to be indemnified is subject always to the right of the Company by its board of directors, in lieu of such indemnity, to settle any such claim, action, suit or proceeding at the expense of the Company by the payment of the amount of such settlement and the costs and expenses incurred in connection therewith.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

At present, there is no pending litigation or proceeding involving any of our directors, officers or employees as to which indemnification is sought, nor are we aware of any threatened litigation or proceeding that may result in claims for indemnification.

Item 2515. ~~Other~~Recent ~~Expenses~~Sales of ~~Issuance~~Unregistered ~~and Distribution~~Securities

The ~~following~~Registrant ~~table~~has ~~sets~~issued ~~forth~~ the ~~costs~~following ~~and~~securities ~~expenses~~that ~~payable~~were bynot usregistered inunder ~~connection with~~ the ~~offering~~Securities ofAct ~~the~~within ~~common stock being registered. All amounts other than SEC filing fees are estimates. The selling shareholders will pay none of~~ the ~~expenses~~past ~~set~~three ~~forth below.~~years:

SEC filing fees		$	374
	(1)	On July 11, 2023, the Company issued 2,011 shares of common stock for services valued at $2,915 to a consultant.
Legal fees and expenses			5,000
	(2)	On July 17, 2023, the Company issued 33,334 shares of common stock for services valued at $50,000 to two directors.
Accounting fees and expenses			5,000
	(3)	On September 23, 2023, the Company issued 66,666 shares of common stock for services valued at $50,000 to two directors.
Total		$	10,374

~~Item 26.~~(4) ~~Recent~~On ~~Sales~~January 12, 2024, the Company issued 51,723 shares of ~~Unregistered~~common ~~Securities~~stock for services valued at $75,000 to three directors.

~~The following~~(5) ~~sets~~From ~~forth~~July ~~all~~2023 ~~sales~~to ofMarch ~~unregistered~~2024, ~~securities~~the weCompany ~~have~~executed ~~completed~~subscription ~~during~~agreements ~~the~~for ~~last~~substantially ~~three~~all ~~years.~~of ~~Except~~a ~~as otherwise indicated below~~$2,000,000 ~~the~~privately ~~following~~placed ~~transactions~~convertible ~~were~~debt ~~effected~~offering. inOn ~~reliance~~October ~~upon~~23, 2023, the ~~exemption~~Company ~~from~~issued ~~registration~~$1,390,000 ~~set~~of ~~forth~~convertible innotes ~~Section~~pursuant ~~4(2)~~to of the ~~Securities~~subscription ~~Act.~~agreements, Weand ~~based~~immediately ~~such~~converted ~~reliance~~$1,207,000 ~~upon~~of ~~the~~principal ~~following~~and ~~facts~~interest ~~and~~into ~~circumstances:~~approximately ~~(i)~~820,160 ~~the~~shares ~~investors~~of ~~were~~common ~~accredited~~stock. ~~investors~~Additionally, as ~~defined~~on inDecember ~~Rule~~19, ~~501~~2023, of the ~~Securities~~Company ~~Act~~drew ~~and~~down ~~were sophisticated~~$470,000 ~~having~~in ~~sufficient~~convertible ~~knowledge~~debt and ~~experience~~converted ina ~~financial~~total ~~and business~~of ~~matters~~$653,000 ~~to make them capable~~ of ~~evaluating~~principal ~~the merits~~ and ~~risks~~$4,000 of ~~the~~accrued ~~investment,~~interest ~~(ii)~~into ~~the~~495,331 ~~investors~~shares ~~represented~~of ~~that they~~common ~~were~~stock. ~~purchasing the securities for investment purposes without a view to distribution~~Finally, ~~(iii)~~on ~~the~~March ~~investors~~27 ~~had access to our management~~ and ~~information~~29, ~~concerning~~2024, the Company, ~~its~~drew ~~business~~down ~~and~~$136,000 ~~financial~~in ~~information~~convertible debt and ~~(iv)~~converted ~~we conducted~~ the ~~sale~~total ~~of the~~drawn ~~securities~~into ~~without~~124,208 ~~general solicitation or advertising. Except as otherwise indicated below~~shares, nosettling ~~underwriting~~all ~~discounts or commissions were paid in the transactions~~debt.

44II-2

During the first quarter of 2019, the Company completed additional funding efforts, including a Private Placement Offering for common shares priced at $0.60 per share, resulting in the receipt of proceeds in the amount of $2.4 million and the issuance of 4,000,000 shares. In addition, during the first quarter of 2019, the Company offered to reduce the exercise price on its I Warrants from $1 to $0.60, for a limited time. During the time this offer was open, I Warrant holders converted 2,841,454 warrants at $0.60, resulting in the receipt of proceeds in the amount of $1.7 million. In addition, during the first quarter of 2019, one investor exercised G series warrants, resulting in the receipt of proceeds in the amount of $180,000, and the issuance of 300,000 shares. In total, during the first quarter of 2019, the Company has raised $4.3 million and issued 7,141,454 shares, and no additional warrants.

	(6)	On July 12, 2024, the Company issued 22,266 shares of common stock for services valued at $97,300 to four directors.

	(7)	On June 23, 2025, the Company issued 19,920 to two members of its board of directors in settlement of vested restricted stock units for services valued at $50,000.

	(8)	On October 10, 2025, the Company issued 29,020 restricted shares of its common stock, valued at $100,000, to the former shareholders of Arps Dairy, Inc. in exchange for continuing their guarantees with the mortgage lender.

	(9)	On February 10, 2026, the Company issued 135,572 restricted shares of its common stock, valued at $420,273, to the former shareholders of Arps Dairy, Inc. as payment of debt owed to these shareholders.

	(10)	From March 5, 2026 to March 23, 2026, the Company sold unsecured senior convertible promissory notes in the aggregate amount of $7,528,000 (the “Notes”) from accredited investors. The Notes bear interest at 10% per annum for the first 12 months of the 24-month term, regardless of earlier payment or conversion (the “Minimum Interest”), and is mandatorily convertible as to principal and interest into shares of the Company’s common stock at any time prior to maturity at the conversion price of $2.90 per share (the “Conversion Price”), if the common stock of the Company trades at $4.35 per share (150% of the Conversion Price) for 20 out of the preceding 30 consecutive trading days. The holders of the Notes have the option on up to 10 occasions to convert all or any portion of the principal and interest into shares of the Company’s common stock at the Conversion Price. The Company may prepay the Notes at any time prior to maturity, subject to payment of the Minimum Interest, any other accrued but unpaid interest, and a prepayment penalty of 5% if the amount of the Note principal that is prepaid does not exceed 50% or a prepayment of 10% if the amount of the Note principal that is prepaid exceeds 50%. Interest is to be paid quarterly in arrears beginning April 1, 2026 and can be paid in either cash or shares of the Company’s common stock at the election of the registrant. If paid in stock, the shares must be registered and valued at a 10% discount to the 10-day volume-weighted average price. Purchasers of the Notes were issued warrants to purchase common stock (the “Warrants’) at a price of $3.20 per share (the “Exercise Price”) for a 4-year term from date of issuance in an amount equal to 100% of their investment amounts. The Company may call the Warrants if the common stock of the registrant trades at $4.80 per share (150% of the Exercise Price) for 20 out of the preceding 30 consecutive trading days.

~~Effective~~The ~~March~~Company ~~31,~~relied ~~2019,~~upon the ~~Company~~exemption ~~paid~~from ~~all~~registration ~~outstanding~~contained ~~Executive~~in ~~Deferred~~Rule ~~Compensation~~506(b) ~~amounts.~~and ~~The~~Section ~~total~~4(a)(2) ~~amount~~of ~~settled~~the ~~is $771~~Securities Act,~~113,~~ ~~comprised~~and corresponding provisions of ~~$638,706~~state ~~outstanding~~securities ~~at December 31~~laws, ~~2018,~~on ~~and~~the ~~$132,407~~basis ~~additional~~that ~~deferrals~~(i) ~~recorded~~offers ~~during~~were ~~the~~made ~~first quarter~~to ofa ~~2019.~~limited ~~One-third~~number of ~~the~~persons, ~~total~~(ii) ~~outstanding~~each ~~Executive~~offer ~~Deferred~~was ~~Compensation~~made through ~~amount,~~direct orcommunication ~~$243,623,~~with ~~was~~the ~~paid~~offerees inby ~~cash. The~~the ~~remaining~~Company, ~~balance~~(iii) ~~was~~each ~~settled~~of bythe ~~granting~~offerees had the ~~Executives~~requisite ~~Series~~sophistication Mand ~~Warrants~~financial ability ~~exercisable~~to ~~for~~bear ~~five~~risks ~~years~~of toinvesting ~~purchase~~in the Company’s common stock, at(iv) anthe ~~exercise~~Company ~~price~~provided ofdisclosure ~~$0.70~~to ~~per~~the ~~share~~offerees, ~~the~~and ~~closing~~(v) there ~~price~~was ofno ~~our~~general ~~common stock on March 19, 2019~~solicitation. ~~The total~~In ~~number~~connection ofwith the ~~warrants~~transaction ~~issued~~described ofin 1paragraph 10,~~827,173~~ ~~was~~aggregate ~~determined~~remuneration ~~using~~in the ~~Black~~amount of ~~Sholes~~$135,100 ~~valuation~~was ~~methodology,~~paid and by4-year ~~placing a~~warrants ~~fifty~~to ~~percent~~purchase ~~premium~~a ontotal ~~the~~of ~~cash~~22,655 ~~value~~shares of ~~the~~common ~~remaining~~stock ~~two~~at ~~thirds~~$3.48 ofper ~~total~~share ~~outstanding~~were ~~Executive~~issued ~~Deferred~~to ~~Compensation as~~registered ofbroker-dealers ~~March~~in ~~31,~~connection ~~2019~~with the offers.

OnItem ~~February 14, 2018, we announced the private placement of convertible notes with gross proceeds of $4~~16.1 ~~million~~Exhibits The closing shall be no later than five (5) business days after receipt of notice from the Company that it has achieved certain milestones establishing significant sales to national accounts. The closing of the first 60% of this amount occurred in March 2018 upon the Company’s achievement of the first milestone – entry by the Company into a material agreement or series of related agreements with a national account for the sale of its products into approximately 1,000 new locations. After the initial private placement, investors were offered the opportunity to accelerate the issuance of the additional warrant by increasing their convertible note investment by 10% to 20%. After the close of the first quarter, a number of investors took advantage of this acceleration opportunity, resulting in an increase in the amount of the total convertible note by $ 177,300 and ~~the~~Financial ~~issuance~~Statement of 930,332 additional warrants. The balance of the principal amount was contingent upon achievement of a second milestone – the Company’s entry into a material agreement or series of related agreements with a national account for the sale of its products into approximately 2,500 new locations. In the fourth quarter, the Company and certain investors agreed to subsequently amend the second milestone such that funding under Milestone 2 was triggered by receipt of the Company of written notification of the approval for the roll-out of its products into a national account with approximately 2,500 new locations in lieu of requiring a binding material agreement(s) for such a roll-out. As such, the Company received funds of an additional $1.4 million in the fourth quarter.Schedules

~~The Company~~(a) ~~intends~~Exhibits. toSee ~~use~~the Exhibit Index immediately preceding the ~~proceeds~~signature ~~from~~page ~~this~~hereto, ~~financing~~which tois ~~fund~~incorporated by reference as if fully set forth herein. (b) Financial Statement Schedules. Schedules are omitted because they are not required or because the ~~manufacture~~information ofis ~~inventory,~~provided toelsewhere ~~purchase~~in ~~equipment,~~the ~~and~~financial ~~for~~statements ~~general corporate~~included ~~purposes~~in this registration statement.

~~The~~Item convertible notes are unsecured and have (i) a two-year term, (ii) a 10% annual coupon to be paid in cash or stock at the Company’s discretion at a conversion price equal to 85% of the average closing bid prices of the Common Stock over the twenty (20) consecutive trading day period immediately preceding the payment date, but in no event lower than sixty cents ($017.~~60)~~ ~~per share of Common Stock~~Undertakings. The investor’s may elect to convert their principal into common stock at a conversion price equal to the lower of: (i) $0.88 per share of Common Stock, or (ii) 85% of the average closing bid prices of the Common Stock over the twenty (20) consecutive trading day period immediately preceding the date of investor’s election to convert; but in no event lower than $0.60 per share of Common Stock. Investors also received warrant coverage of 25% of the number of shares that would be issuable upon a full conversion of the principal amount at an average of the twenty consecutive trading day period immediately preceding the applicable closing date. If any principal amount remains outstanding after the one-year anniversary of the closing, investors will be granted an additional warrant with identical terms. The warrants are exercisable for a period of three years for cash at the greater of 120% of the closing price or $0.70 per share of common stock.

OnInsofar ~~March~~as 5,indemnification ~~2018,~~for liabilities arising under the ~~Company~~Securities ~~issued~~Act amay ~~Promissory~~be ~~Note~~permitted to andirectors, ~~existing~~officers ~~investor~~and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the ~~amount~~opinion of ~~$250~~the SEC such indemnification is against public policy as expressed in the Securities Act and is,~~000~~ therefore, unenforceable. ~~The~~In ~~unsecured~~the ~~note~~event ~~bears~~that a claim ~~interest~~for atindemnification ~~12%~~against ~~and~~such ~~has~~liabilities (other than the payment by the Registrant of expenses incurred or paid by a 6director, ~~month~~officer or ~~term~~controlling ~~Proceeds~~person ~~are~~of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being ~~used~~registered, tothe ~~fund~~Registrant will, unless in the ~~short~~opinion ~~term~~of ~~working~~its ~~capital~~counsel ~~needs~~the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the ~~Company.~~question ~~The~~of whether such indemnification ~~Company~~by ~~plans~~it tois ~~refinance~~against ~~this~~public ~~note~~policy ~~upon~~as ~~maturity~~expressed in the Securities Act and will be governed by the final adjudication of such issue.

WeThe ~~did~~undersigned ~~not~~Registrant ~~issue~~hereby ~~any~~undertakes ~~additional securities during 2017.~~that:

During 2016 we issued 28,277,329 shares of our common stock and warrants to purchase 14,033,438 Shares for aggregate gross proceeds to the Company of $18,812,690. Of these total amounts 24,598,674 shares were issued for cash of $16,457,150; 3,502,327 shares were issued for conversion of debt in the amount of $2,242,692; and 176,328 shares were issued in settlement of debt in the amount of $112,849. Of the total 14,033,438 warrants issued during 2016, 3,877,186 are priced at $1,00; 7,812,500 are priced at $0.88, and 2,343,752 are priced at $0.75. The 2016 financing activity occurred in three separate private placements with accredited investors. In the first transaction, we issued 7,754,373 shares and five year warrants priced at $1.00 to purchase up to 3,877,186 shares, for aggregate gross proceeds to the Company of $6,203,498. The first transaction consists of two components: a new equity raise in the amount of $3,570,000 and the conversion into common equity of $2,633,498 of principal and interest of convertible promissory notes previously issued during the fourth quarter of 2016. In the second transaction, we sold 4,687,504 shares and five year warrants priced at $.75 to purchase up to 2,343,752 shares, for aggregate gross proceeds to the Company of $3,000,000. In the third transaction we sold 15,625,000 shares, and five-year warrants priced at $.88 to purchase up to 7,812,500 shares for aggregate gross proceeds to the Company of $10,000,000. During 2016 we also converted $52,613 of debt into 210,455 shares of stock, related to a note that was settled for most investors during 2015.

	(A)	For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

	(B)	For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

45II-4

~~During~~EXHIBIT ~~the three months ended September 30, 2015 we granted 80,000 options to purchase shares of our common stock to officers, directors and employees. The exercise prices range from $0.47 to $0.72.~~INDEX

~~During~~In reviewing the ~~three~~agreements ~~months~~included ~~ended~~as ~~June~~exhibits 30to this registration statement, ~~2015~~please weremember ~~granted~~that ~~the~~they ~~right~~are included to ~~1,000,000~~provide ~~shares~~you ofwith information ~~restricted~~regarding ~~common~~their ~~stock~~terms and are not intended to aprovide ~~director~~any ofother ~~the Company~~factual ~~who~~or ~~during~~disclosure ~~the~~information ~~period~~about ~~became~~our ancompany, ~~officer~~subsidiaries or ofaffiliates or the ~~Company~~other parties to the agreements. The ~~stock~~agreements ~~vests~~contain ~~50%~~representations onand warranties by each of the ~~second~~parties to the applicable agreement. These representations and ~~third~~warranties ~~anniversary~~ have been made solely for the benefit of the ~~issuance.~~other Inparties ~~addition~~to the applicable agreement and (i) should not in all instances be treated as categorical statements of fact, webut ~~granted~~rather as a way of allocating the ~~right~~risk to one of the parties if those statements prove to ~~350,000~~be ~~shares~~inaccurate; of(ii) ~~restricted~~have been qualified by disclosures that were made to ~~another~~the ~~officer~~other party in connection with anthe ~~employment~~negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; (iii) may apply standards of materiality in a way that is different from what may be viewed as material to investors; and (iv) were made only as of the date of the applicable agreement ~~entered~~or ~~into~~such ~~during~~other date or dates as may be specified in the ~~three-month~~agreement ~~period~~and ~~ended~~are ~~June~~subject 30to more recent developments. Accordingly, ~~2015~~these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about our company, subsidiaries and affiliates may be found elsewhere in this registration statement.

During the three months ended June 30, 2015, we issued 1,740,000 options to purchase our common stock to officers and employees of the Company. The exercise price of the options ranged from $0.50 to $0.82 per share, and the options are exercisable for periods of between 5 and 8 years. The options vest under a variety of vesting schedules. Two hundred sixty-five thousand (265,000) of the options vest on the first anniversary of issuance, 675,000 of the options vest on the second anniversary of issuance, 675,000 of the options vest on the third anniversary of issuance, and 125,000 of the options vest on the third anniversary of issuance.

Exhibit Number		Description of Exhibit

2.1		Stock Purchase Agreement dated September 15, 2025 (incorporated by reference from Exhibit 2.1 from the Current Report on Form 8-K filed September 18, 2025).
3.1		Certificate of Incorporation of Moving Box Inc. dated February 25, 2010 (incorporated by reference to Exhibit 3.1 to the registrant’s registration statement on Form S-1 (File No. 333-168738) filed with the Commission on August 11, 2010).
3.2		Certificate of Amendment of Certificate of Incorporation dated February 13, 2012 (incorporated by reference to Exhibit 3.1 to the registrant’s current report on Form 8-K (File No. 333-168738) filed with the Commission on February 17, 2012).
3.3		Certificate of Amendment of Certificate of Incorporation dated February 16, 2012 (incorporated by reference to Exhibit 3.2 to the registrant’s current report on Form 8-K (File No. 333-168738) filed with the Commission on February 17, 2012).
3.4		Certificate of Amendment of Certificate of Incorporation dated December 17, 2021 (incorporated by reference to Exhibit 3.1 to the registrant’s current report on Form 8-K (File No. 000-55131) filed with the Commission on December 29, 2021).
3.5		Certificate of Amendment of Certificate of Incorporation dated August 1, 2022 (incorporated by reference to Exhibit 3.1 to the registrant’s current report on Form 8-K (File No. 001-41228) filed with the Commission on August 2, 2022).
3.6		Amended and Restated Bylaws of Barfresh Food Group Inc. (incorporated by reference to Exhibit 3.1 to the registrant’s current report on Form 8-K (File No. 000-55131) filed with the Commission on August 4, 2014).
4.1		Form of Securities Purchase Agreement (including form of convertible note and form of warrant) (incorporated by reference to Exhibit 4.1 to the registrant’s current report on Form 8-K (File No. 000-55131) filed with the Commission on March 9, 2026).
5.1		Opinion of Doida Crow Legal LLC
10.1		Barfresh Food Group, Inc. 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.10 to Annual Report Form 10-K filed July 7, 2015)+.
10.2		Barfresh Food Group, Inc. First Amended and Restated 2023 Equity Incentive Plan (incorporated by reference to Exhibit 4.5 to Registration Statement on Form S-8 filed August 14, 2024)+.
10.3		Executive Employment Agreement by and between Smoothie, Inc. and Riccardo Delle Coste dated April 27, 2015 (incorporated by reference to Exhibit 10.11 to Annual Report Form 10-K filed July 7, 2015)+.
10.4		Barfresh Food Group Inc. 2024 Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.9 to Registration Statement on Form S-8 filed August 14, 2024)+
10.5		Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 from the Current Report on Form 8-K filed February 6, 2025).
10.6		Commercial Guaranty to WesBanco Bank, Inc. (incorporate by reference to Exhibit 10.1 from the Current Report on Form 8-K filed October 7, 2025)
10.7		Form of Amended and Restated Note to Arps Dairy Shareholders dated March 5, 2026 (incorporated by reference to Exhibit 10.7 from the Annual Report on Form 10-K filed April 15, 2026)
10.8		Arps Dairy, Inc. and WesBanco Bank, Inc. Forbearance and Loan Modification Agreement dated October 1, 2025 (incorporated by reference to Exhibit 10.8 from the Annual Report on Form 10-K filed April 15, 2026)
10.9		First Amendment to Arps Dairy, Inc. and WesBanco Bank, Inc. Forbearance and Loan Modification Agreement dated January 20, 2026 (incorporated by reference to Exhibit 10.9 from the Annual Report on Form 10-K filed April 15, 2026)
10.10		Form of Indemnification Agreement with directors and executive officers (incorporated by reference to Exhibit 10.10 from the Annual Report on Form 10-K filed April 15, 2026)
21.1		Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 from the Annual Report on Form 10-K filed April 15, 2026)
23.1		Consent of Independent Registered Public Accounting Firm as to Barfresh Food Group Inc. financial statements*
23.2		Consent of Doida Crow Legal LLC (included as part of Exhibit 5.1).
24.1		Power of Attorney (included on signature pages to this Registration Statement).
107		Filing Fee Table*

~~During the~~+ ~~year~~Compensatory ~~ended~~arrangements ~~March~~for ~~31,~~director(s) ~~2015 we completed two offerings of common stock units at a price of $0.50 per unit. Each unit consists of one share of common stock~~ and/or aexecutive ~~five-year warrant to purchase one-half~~ officer(~~1/2~~s) ~~share~~* ofFiled our common stock at an exercise price of $0.60 per share. We sold a total of 11,044,000 units representing 11,044,000 shares and warrants to purchase 5,522,000 shares for total consideration of $5,522,000.herewith

~~During the year ended March 31, 2015 we issued 900,000 shares of restricted common stock to an officer and two employees of the Company for services rendered.~~II-5

Also during the year ended March 31, 2015, we issued 155,000 shares of our restricted common stock to legal counsel and a consultant to the Company.

Additionally, during the year ended March 31, 2015, we issued 64,100 shares of our common stock to a director. The shares vest over a one-year period. We also issued options to purchase 600,000 shares of our common stock at an exercise price of $0.45 per share to two officers and directors and a director of the Company. The options vested immediately and are exercisable for a period of 5 years from the date of issuance, January 21, 2014.

Item 27. Exhibits

(b) Exhibits required by Item 601 of Regulation S-K Exhibit Index

	Exhibit Number		Description
	2.1		Share Exchange Agreement dated January 10, 2012 by and among Moving Box Inc., Andreas Wilcken, Jr., Barfresh Inc. and the shareholders of Barfresh Inc. (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K as filed January 17, 2012
	3.1		Certificate of Incorporation of Moving Box Inc. dated February 25, 2010 (incorporated by reference to Exhibit 3.1 to Form S-1 (Registration No. 333-168738) as filed August 11, 2010)
	3.2		Amended and Restated Bylaws of Barfresh Food Group Inc. (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K as filed August 4, 2014)
	3.3		Certificate of Amendment of Certificate of Incorporation of Moving Box Inc. dated February 13, 2012 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K as filed February 17, 2012)
	3.4		Certificate of Amendment of Certificate of Incorporation of Smoothie Holdings Inc. dated February 16, 2012 (incorporated by reference to Exhibit 3.2 to Current Report on Form 8-K as filed February 17, 2012)
	4.1		Form of Series A Warrant (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K as filed January 17, 2012)
	4.2		Form of Series B Warrant (incorporated by reference to Exhibit 4.2 to Form 10K for the period ending March 31, 2014, as filed June 30, 2014)
	4.3		Form of Series C Warrant (incorporated by reference to Exhibit 4.3 to Form 10K for the period ending March 31, 2014, as filed June 30, 2014)
	4.4		Form of Series D Warrant (incorporated by reference to Exhibit 4.4 to Form 10K for the period ending March 31, 2014, as filed June 30, 2014)
	4.5		Form of Series PA Warrant (incorporated by reference to Exhibit 4.5 to Form 10K for the period ending March 31, 2014, as filed June 30, 2014)
	4.6		Form of Series CN Warrant (incorporated by reference to Exhibit 4.6 to Form 10K for the period ending March 31, 2014, as filed June 30, 2014)
	4.7		Form of Series EN Warrant (incorporated by reference to Exhibit 4.7 to Registration Statement on Form S-1 (Registration No. 333-211019) as filed April 29, 2016)
	4.8		Form of Series E Warrant (Incorporated by reference to Exhibit 3.8 to Registration Statement on Form S-1 (Registration No. 333-203340) as filed April 10, 2015)
	4.9		Form of Series G Warrant (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K as filed February 16, 2015)
	4.10		Form of Series H Warrant (incorporated by reference to Exhibit 4.10 to Registration Statement on Form S-1 (Registration No. 333-211019) as filed April 29, 2016)
	4.11		Form of Series I Warrant (incorporated by reference to Exhibit 4.11 to Registration Statement on Form S-1 (Registration No. 333-211019) as filed April 29, 2016)
	4.12		Form of Convertible Promissory Note dated January 29, 2016 by Barfresh Food Group Inc. in favor of certain investors (incorporated by reference to Exhibit 4.12 to Registration Statement on Form S-1 (Registration No. 333-211019) as filed April 29, 2016)
	4.13		Form of warrant dated December 1, 2013 (incorporated by reference to Exhibit 4.13 to Registration Statement on Form S-1 (Registration No. 333-211019) as filed April 29, 2016)
	4.14		Form of Series K Warrant (incorporated by reference to Exhibit 4.14 to Registration Statement on Form S-1 (Registration No. 333-333-215322) as filed December 23, 2016)
	4.15		Form of Series J Warrant (incorporated by reference to Exhibit 4.15 to Registration Statement on Form S-1 (Registration No. 333-333-215322) as filed December 23, 2016)

	4.16		Repayment of Debt Agreement dated July 26, 2018 by and between Barfresh Food Group, Inc. and Ibex Investors LLC (incorporated by reference to Exhibit 4.16 to Registration Statement on Form S-1, No.333-228030)
	4.17		Form of Series L Warrant (incorporated by reference to Exhibit 4.17 to Registration Statement on Form S-1, No.333-228030)
	4.18		Form of 10% Convertible Promissory Note dated March 5, 2018 issued by Barfresh Food Group Inc. in favor of Ibex Investors LLC (incorporated by reference to Exhibit 4.18 to Registration Statement on Form S-1, No.333-228030)
	4.19		Form of 12% Convertible Promissory Note issued by Barfresh Food Group, Inc. in favor of certain investors in February 2018 (incorporated by reference to Exhibit 4.19 to Registration Statement on Form S-1, No.333-228030)
	4.20		Form of Series M Warrant, filed herewith.
	5.1		Opinion and consent of Libertas Law Group, Inc., filed herewith.
	10.1		Form of Registration Rights Agreement dated February 16, 2016 (incorporated by reference to Exhibit 10.1 to Registration Statement on Form S-1 (Registration No. 333-211019) as filed April 29, 2016)
	10.2		Intellectual Property Sale Deed by and between National Australia Bank Limited and Barfresh Inc. dated October 15, 2013 (incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q as filed November 20, 2013)
	10.3		Form of Securities Purchase Agreement dated February 16, 2016 by and between Barfresh Food Group Inc. and certain investors. (incorporated by reference to Exhibit 10.3 to Registration Statement on Form S-1 (Registration No. 333-211019) as filed April 29, 2016)
	10.4		Form of Investor Rights Agreement dated November 23, 2016 by and between Barfresh Food Group, Inc. and Unibel (Incorporated by reference to Exhibit 10.4 to Registration Statement of Form S-1 No. 333-203340)
	10.5		Form of Securities Purchase Agreement dated November 23, 2016 by and between Barfresh Food Group, Inc. and Unibel (incorporated by reference to Exhibit 10.5 to Registration Statement on Form S-1 (Registration No. 333-215322) as filed December 23, 2016)
	10.6		Form of Securities Purchase Agreement dated September 28, 2016 by and between Barfresh Food Group, Inc. and certain investors (incorporated by reference to Exhibit 10.6 to Registration Statement on Form S-1 (Registration No. 333-215322) as filed December 23, 2016)
	10.7		Form of Registration Rights Agreement dated September 28, 2016 by and between Barfresh Food Group, Inc. and certain investors (incorporated by reference to Exhibit 10.7 to Registration Statement on Form S-1 (Registration No. 333-215322) as filed December 23, 2016)
	10.8		Barfresh Food Group, Inc. 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.10 to Annual Report Form 10-K filed June 30, 2014)+
	10.9		Barfresh Food Group, Inc. 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.10 to Annual Report Form 10-K filed July 7, 2015)+

	10.10		Executive Employment Agreement by and between Smoothie, Inc. and Riccardo Delle Coste dated April 27, 2015 (incorporated by reference to Exhibit 10.11 to Annual Report Form 10-K filed July 7, 2015)+
	10.11		Executive Employment Agreement by and between Smoothie, Inc. and Joseph M. Cugine dated April 27, 2015 (incorporated by reference to Exhibit 10.12 to Annual Report Form 10-K filed July 7, 2015)+
	10.12		Executive Employment Agreement by and between Barfresh Food Group, Inc. and Joseph S. Tesoriero dated May 18, 2015 (incorporated by reference to Exhibit 10.13 to Annual Report Form 10-K filed July 7, 2015)+
	10.13		Form of Series D Warrant Exercise Offer dated July 25, 2018 (incorporated by reference to Exhibit 10.13 to Registration Statement on Form S-1, No. 333-228030)
	10.14		Form of Securities Purchase Agreement dated February 14, 2018 by and between Barfresh Food Group, Inc. and certain investors (incorporated by reference to Exhibit 10.14 to Registration Statement on Form S-1, No.333-228030)
	10.15		Form of Securities Purchase Agreement dated on or about February 12, 2019 by and between Barfresh Food Group Inc. and certain investors, filed herewith.
	10.16		Form of Registration Rights Agreement dated on or about February 12, 2019 and between Barfresh Food Group Inc. and certain investors, filed herewith.
	21.1		Subsidiaries (Incorporated by reference to Exhibit 21.1 to Transitional Report on Form 10KT for the transitional period from April 1, 2015 to December 31, 2015, filed on March 30, 2016)
	23.1		Consent of Eide Bailly LLP, filed herewith.
	23.2		Consent of Libertas Law Grouup, Inc. (included in Exhibit 5.1)

Item 28. Undertakings

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

a. To include any prospectus required by Section 10(a)(3) of the Securities Act;

b. To reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and rise represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

c. To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material changes to such information in the Registration Statement.

2. For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

3. To file a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

4. For determining liability of the undersigned issuer under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned issuer undertakes that in a primary offering of securities of the undersigned issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

i. Any preliminary prospectus or prospectus of the undersigned issuer relating to the offering required to be filed pursuant to Rule 424;

ii. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned issuer or used or referred to by the undersigned issuer;

iii. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned issuer or its securities provided by or on behalf of the undersigned issuer; and

iv. Any other communication that is an offer in the offering made by the undersigned issuer to the purchaser.

5. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer of controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

6. For determining any liability under the Securities Act, treat the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act as part of this registration statement as of the time the Commission declared it effective.

7. For determining any liability under the Securities Act, treat each post-effective amendment that contains a form of prospectus as a new registration statement for the securities offered in the registration statement, and that offering of the securities at that time as the initial bona fide offering of those securities.

8. That, for the purpose of determining liability under the Securities Act to any purchaser:

a. If the issuer is relying on Rule 430B:

1. Each prospectus filed by the undersigned issuer pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

2. Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

b. If the issuer is subject to Rule 430C: Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

SIGNATURES

InPursuant ~~accordance~~to ~~with~~ the requirements of the Securities Act of 1933, ~~the~~as ~~registrant~~amended, ~~certifies~~the ~~that~~Registrant it has ~~reasonable~~duly ~~grounds~~caused ~~to believe that it meets all of the requirements of filing on Form S-1 and authorized~~ this registration statement to be signed on its behalf by the undersigned, inthereunto ~~the~~duly ~~City~~authorized, ofin ~~Beverly~~Los ~~Hills~~Angeles, ~~State of~~ California, on ~~May~~April 2815, ~~2019.~~2026

~~BARFRESH~~Barfresh ~~FOOD~~Food ~~GROUP,~~Group ~~INC~~Inc. By: /s/ Riccardo Delle Coste Name: Riccardo Delle Coste Title President and Chief Executive Officer

POWER OF ATTORNEY

~~Each~~KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Riccardo Delle Coste and ~~Joseph~~Lisa Roger, ~~Tesoriero~~and aseach ~~his~~of ~~true~~them, ~~and~~as ~~lawful~~ attorneys-in-fact and agents, ~~each acting alone,~~ with full power of substitution and resubstitution, for him/her and in his /her name, place and stead, in any and all capacities, to sign any orand all amendments (including post-effective amendments) to ~~the~~this Registration Statement, and to sign any ~~registration~~and ~~statement~~all ~~for~~additional ~~the~~registration ~~same~~statements ~~offering~~relating ~~covered~~to bythe ~~this~~ Registration Statement ~~that~~and isfiled ~~to be effective upon filing~~ pursuant to Rule 462(b) ~~under~~of the Securities Act of 1933, as amended, and ~~all post-effective amendments thereto, and~~ to file the same, with all exhibits thereto, and ~~all~~other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, or his substitute or their substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in ~~and~~connection ~~about the premises~~therewith, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, ~~each acting alone,~~ or his substitute or their substitutes, may lawfully do or cause to be done by virtue hereof.

InPursuant ~~accordance~~to ~~with~~ the requirements of the Securities Act of 1933, as amended, this registration statement ~~was~~has been signed by the following persons in their ~~the~~respective capacities ~~and~~ on ~~the~~April ~~dates~~15, ~~stated~~2026.

Signature	Title	Date
/s/ Riccardo Delle Coste	Chief Executive Officer and Director	May 28, 2019
Riccardo Delle Coste	(Principal Executive Officer)
/s/ Joseph Tesoriero	Chief Financial Officer	May 28, 2019
Joseph Tesoriero	(Principal Financial Officer; Principal Accounting Officer)
/s/ Arnold Tinter	Director	May 28, 2019
Arnold Tinter
/s/ Alexander Ware	Director	May 28, 2019
Alexander Ware
/s/ Steven Lang	Director	May 28, 2019
Steven Lang
/s/ Isabelle Ortiz-Cochet	Director	May 28, 2019
Isabelle Ortiz-Cochet

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

/s/ Steven Lang		Director
Steven Lang

/s/ Joseph M. Cugine		Director
Joseph M. Cugine

/s/ Marc Panvier		Director
Marc Panvier

/s/ Alexander H. Ware		Director
Alexander H. Ware

/s/ Timothy Trant		Director
Timothy Trant

52II-6

Filing Compare · BARFRESH FOOD GROUP INC.