UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On June 14, 2023, Barfresh Food Group Inc. (the “Company”) received a letter (the “Extension Notice”) from the Listing Qualifications Staff of The Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company that Nasdaq has granted the Company a 180-day extension, until October 30, 2023 (the “Extension Period”), to regain compliance with the Listing Rule 5550(b) (the “Rule”), which requires a minimum $2,500,000 stockholders’ equity, $35,000,000 market value of listed securities, or $500,000 net income from continuing operations.
The Extension Notice has no immediate effect on the continued listing status of the Company’s Common Stock on the Nasdaq Capital Market. The Company’s listing on the Nasdaq Capital Market remains fully effective.
As previously disclosed in the Company’s Current Report on Form 8-K, filed on May 5, 2023, the Company received notice from Nasdaq that the Company was not in compliance with the Rule, which requires companies listed on The Nasdaq Stock Market to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing. In its quarterly report on Form 10-Q for the period ended March 31, 2023, the Company reported stockholders’ equity of $1,845,000, and, as a result, does not currently satisfy the Rule. As of the date of this Report, the Company has not yet regained compliance with the Rule, and instead submitted a plan to regain compliance. The plan was accepted, resulting in the Extension Notice.
If the Company does not regain compliance within the Extension Period, Nasdaq will provide written notification to the Company that its Common Stock will be subject to delisting, at which time the Company may appeal Nasdaq’s delisting determination to a Nasdaq Hearing Panel (the “Panel”). The hearing request would stay any suspension or delisting action pending the conclusion of the hearing process and the expiration of any additional extension period granted by the panel following the hearing. There can be no assurance that, if the Company does need to appeal a Nasdaq delisting determination to the Panel, that such appeal would be successful.
The Company intends to take all reasonable measures available to regain compliance under the Nasdaq Listing Rules and remain listed on Nasdaq.
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: June 21, 2023 | /s/ Riccardo Delle Coste | |
| By: | Riccardo Delle Coste | |
| Its: | CEO | |