0001140361-20-006840.txt : 20200325 0001140361-20-006840.hdr.sgml : 20200325 20200325165032 ACCESSION NUMBER: 0001140361-20-006840 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200325 DATE AS OF CHANGE: 20200325 GROUP MEMBERS: BRIAN L. PESSIN GROUP MEMBERS: SANDRA F. PESSIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BARFRESH FOOD GROUP INC. CENTRAL INDEX KEY: 0001487197 STANDARD INDUSTRIAL CLASSIFICATION: CANNED, FROZEN & PRESERVED FRUIT, VEG & FOOD SPECIALTIES [2030] IRS NUMBER: 271994359 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87567 FILM NUMBER: 20742726 BUSINESS ADDRESS: STREET 1: 3600 WILSHIRE SUITE 1720 CITY: LOS ANGELES STATE: CA ZIP: 90005 BUSINESS PHONE: 310-598-7110 MAIL ADDRESS: STREET 1: 3600 WILSHIRE SUITE 1720 CITY: LOS ANGELES STATE: CA ZIP: 90005 FORMER COMPANY: FORMER CONFORMED NAME: Moving Box Inc DATE OF NAME CHANGE: 20100315 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PESSIN NORMAN H CENTRAL INDEX KEY: 0000923666 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O LEVY, HARKINS & CO., INC. STREET 2: 366 MADISON AVENUE, 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 formsc13da.htm SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Barfresh Food Group Inc.

(Name of Issuer)

Common Stock, $0.000001 par value

(Title of Class of Securities)

067532101

Cusip Number

Norman H. Pessin
Sandra F. Pessin
Brian L. Pessin
500 Fifth Ave, Suite 2240
New York, NY  10110
917-887-1982


(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 24, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement of Schedule 13G to report the acquisition which is the subject of the SCHEDULE 13D/A, and is filing this schedule because of ss. 240.13d-1(e), ss. 240.13d-1(f) or ss. 240.13d-1(g), check the following box [ ].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



PAGE 2
CUSIP No. 067532101
SCHEDULE 13D/A

1
NAMES OF REPORTING PERSONS
 
 
Norman H. Pessin
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
PF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
2,310,940
 
 
 
 
8
SHARED VOTING POWER
 
 
 
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
2,310,940
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,310,940
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
1) 1.6%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 


PAGE 3
CUSIP No. 067532101
SCHEDULE 13D/A

1
NAMES OF REPORTING PERSONS
 
 
Sandra F. Pessin
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
PF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
3,892,452
 
 
 
 
8
SHARED VOTING POWER
 
 
 
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
3,892,452
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,892,452
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
1) 2.7%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 


PAGE 4
CUSIP No. 067532101
SCHEDULE 13D/A

1
NAMES OF REPORTING PERSONS
 
 
Brian L. Pessin
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
PF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
2,367,664
 
 
 
 
8
SHARED VOTING POWER
 
 
 
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
2,367,664
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,367,664
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
1.7%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 


PAGE 5
CUSIP No.  067532101
SCHEDULE 13D/A

Item 1.
Security and Issuer

This SCHEDULE 13D/A relates to the common stock, $0.000001 par value (the "Common Stock" or the “Shares”)of Barfresh Food Group Inc. (the "Issuer"),whose principal executive offices are located at 3600 Wilshire Boulevard Suite 1720, Los Angeles, California

Item 2.
Identity and Background

This SCHEDULE 13D/A is being filed by and for Norman H. Pessin, Sandra F. Pessin, and Brian Pessin (each a “Reporting Person”).  Certain information with respect to each Reporting Person is set forth below:


Name and Address:
1)
Norman H. Pessin



500 Fifth Ave, Suite 2240



New York, NY  10110


2)
Sandra F. Pessin



500 Fifth Ave, Suite 2240



New York, NY  10110


3)
Brian L. Pessin



500 Fifth Ave, Suite 2240



New York, NY  10110


Principal Occupation:
1)
Investor


2)
Housewife


3)
Investor





Criminal Convictions:
1)
None


2)
None


3)
None





Civil Proceedings:
1)
None


2)
None


3)
None





Citizenship:
1)
United States


2)
United States


3)
United States

Item 3.
Source and Amount of Funds or Other Consideration

The aggregate purchase price of the 2,310,940 shares of Common Stock owned by Norman H. Pessin is approximately $1,285,934.03, including brokerage commissions.  The shares of Common Stock owned by Norman H. Pessin were acquired with personal funds.  The aggregate purchase price of the 3,892,452 shares of Common Stock owned by Sandra F. Pessin is approximately $2,075,986.11, including brokerage commissions.  The shares of Common Stock owned by Sandra F. Pessin were acquired with personal funds.  The aggregate purchase price of the 2,367,664 shares of Common Stock owned by Brian L. Pessin is approximately $1,156,872.01, including brokerage commissions.  The shares of Common Stock owned by Brian Pessin were acquired with personal funds.


PAGE 6
CUSIP No. 067532101
SCHEDULE 13D/A

Item 4.
Purpose of Transaction

The Reporting Persons originally purchased the Shares based on the belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis.  Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, communications with management and the Board of Directors of the Issuer, engaging in discussions with third parties about the Issuer, making proposals to the Issuer concerning changes to the capitalization or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

Item 5.
Interest in Securities of the Issuer

Norman H. Pessin owns 2,310,940 shares of Common Stock of the Issuer, constituting 1.6% of the outstanding shares thereof.  Sandra F. Pessin owns 3,892,452 shares of Common Stock of the Issuer, constituting 2.7% of the outstanding shares thereof.  Brian L. Pessin owns 2,367,664 shares of Common Stock of the Issuer, constituting 1.7% of the outstanding shares thereof.

Norman Pessin has sole voting and dispositive power with respect to the shares of Common Stock he owns directly.  Sandra F. Pessin has sole voting and dispositive power with respect to the shares of Common Stock she owns directly. Brian L. Pessin has sole voting and dispositive power with respect to the shares of Common Stock he owns directly.

Schedule A attached hereto lists all transactions in securities of the Issuer during the past sixty days by the Reporting Persons.  All of such transactions were effected in private placement.1



1 Sandra F. Pessin and Brian L. Pessin received warrants to purchase 50% of the shares purchased. The warrants have not been excercised but are exercisable for a term of three years at an initial exercise price of $0.60 per share, subject to adjustments.


PAGE 7
CUSIP No. 067532101
SCHEDULE 13D/A

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock.

Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

None.

Item 7.
Material to Be Filed as Exhibits

None.

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


/s/ Norman H. Pessin


Norman H. Pessin


 

/s/ Sandra F. Pessin


Sandra F. Pessin


 

/s/ Brian L. Pessin


Brian L. Pessin




March 24, 2020



Schedule A

Transactions in the Securities of the Issuer During the Past 60 Days

Shares of Common
Stock Bought
Price Per
Share ($)
Date of
Purchase
     
 
Sandra F. Pessin
 
     
1,500,000
0.50
3/23/20
     
 
Brian L. Pessin
 
     
500,000
0.50
3/23/20