UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 1.01. Entry into Material Definitive Agreement.
On September 15, 2025, Barfresh Food Group, Inc., a Delaware corporation (the “Company”), entered into a stock purchase agreement for the acquisition of all of the issued and outstanding capital stock of Arps Dairy, Inc., an Ohio corporation (“Arps”) in consideration for repayment of approximately $1.6 million of certain existing debt of Arps, including an asset-based revolving facility.
Arps, which currently operates a dairy processing facility in Defiance, Ohio, had commenced construction on a 44,000-square foot new facility but was unable to complete construction. The Company plans to complete construction and installation of the processing equipment in the new facility in 2026.
The Company has commenced manufacturing of certain of its own products at Arp’s existing facility and expects to expand production immediately upon completion of the acquisition, thereby eliminating fees previously paid to third-party manufacturers, reducing freight costs, enabling the more efficient procurement of ingredients, and lowering cold storage costs.
Consummation of the transaction is subject to several conditions, including obtaining the funds to payoff certain loans of Arps and consummation of forbearance agreement from Arps’ mortgage lender to allow the Company time to complete the construction of the new facility and refinance the $2.3 million mortgage debt.
On September 10, 2025, the Company amended its secured receivables financing facility to increase the borrowing limit to $2.5 million.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits relating to Item 1.01 shall be deemed to be furnished, and not filed:
| 2.1 | Stock Purchase Agreement dated September 15, 2025 |
| 99.1 | Press Release of Barfresh Food Group, Inc. dated September 18, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.
Barfresh Food Group Inc., a Delaware corporation (Registrant) | ||
| Date: September 18, 2025 | /s/ Riccardo Delle Coste | |
| By: | Riccardo Delle Coste | |
| Its: | CEO | |