FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BARFRESH FOOD GROUP INC. [ BRFH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/23/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 09/23/2020 | J(3)(4) | 1,285,714(3)(4) | A | $0.35(3)(4) | 4,285,714(3)(4) | I | By: Justin Borus(1)(2) | ||
Common Stock | 14,442,766 | I | By: Ibex Microcap Fund LLLP(1)(2) | |||||||
Common Stock | 3,000 | I | By: Lazarus Macro Micro Partners LLLP(1)(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrant (right to buy) | $0.45(3)(4) | 09/23/2020 | J(3)(4) | 642,857(3)(4) | 09/23/2020 | 04/15/2023 | Common Stock | 642,857(3)(4) | (3)(4) | 2,142,857(3)(4) | I | By: Justin Borus(1)(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. This Form 4 is filed jointly by Ibex Investors LLC ("Ibex"), Justin B. Borus, Ibex Microcap Fund LLLP ("Ibex Microcap") and Lazarus Macro Micro Partners LLLP ("Macro Micro Partners", and together with Ibex Microcap, the "Funds"). Ibex is the investment adviser and general partner of the Funds and Mr. Borus is the manager of Ibex. Each of Ibex and Mr. Borus expressly disclaims beneficial ownership of the securities held by the Funds except to the extent of his or its pecuniary interest therein, if any. Each of the Funds expressly disclaims beneficial ownership of the securities held by the other Fund. [continued in footnote 2] |
2. Ibex and each of the Funds expressly disclaims beneficial ownership of the securities held by Mr. Borus. The filing of this Form 4 shall not be construed as an admission that any Reporting Person, for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise, is the beneficial owner of any of the securities reported herein other than the securities held directly by such Reporting Person. |
3. Reference is made to the Form 4 filed by the Reporting Persons with respect to the Company on March 23, 2020 (the "Prior Form 4"). The Six Month Price (as defined in the Prior Form 4) has been determined, as of September 23, 2020, to be less than $0.35 per share. Accordingly, per the terms of the SPA (as defined in the Prior Form 4), automatically, and for no additional consideration: (1) Mr. Borus is entitled to an additional 1,285,714 shares of Common Stock (such that the blended price for the 3,000,000 shares reported in the Prior Form 4 and the additional 1,285,714 shares reported in this Form 4 is $0.35 per share); [continued in footnote 4] |
4. (2) Mr. Borus is entitled to an additional 642,875 warrants to purchase Common Stock at an exercise price of $0.45 per share; and (3) the exercise price of the 1,500,000 warrants reported in the Prior Form 4 has been reset to $0.45 per share (all of the foregoing, the "Automatic Adjustments"). The Reporting Persons believe that the Automatic Adjustments are exempt from the provisions of Section 16(b) of the Exchange Act. |
/s/ Justin B. Borus, for himself and as Manager of Ibex (for itself and on behalf of the Funds) | 09/25/2020 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |