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Filing Details

Accession Number:: 0001079973-20-000204
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-03-23 17:12:34
Reporting Period:: 2020-03-19

Accepted Time:: 2020-03-23 17:12:34
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1487197	Barfresh Food Group Inc.	BRFH	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1232118	Lllp Fund Microcap Ibex	260 N. Josephine Street, Suite 300 Denver CO 80206	No	No	Yes	No
1531960	B Justin Borus	260 N. Josephine Street, Suite 300 Denver CO 80206	No	No	Yes	No
1531964	Ibex Investors Llc	260 N. Josephine Street, Suite 300 Denver CO 80206	No	No	Yes	No
1639757	Lllp Partners Micro Macro Lazarus	260 N. Josephine Street, Suite 300 Denver CO 80206	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2020-03-19	3,000,000	$0.50	3,000,000	No	4	P	Indirect	By: Justin Borus

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By: Justin Borus

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrant (right to buy)	Acquisiton	2020-03-19	1,500,000	$0.00	1,500,000	$0.60

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1,500,000	2020-04-15	2023-04-15	No	4	P	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	14,442,766	Indirect	By: Ibex Microcap Fund LLLP
Common Stock	3,000	Indirect	By: Lazarus Macro Micro Partners LLLP

Footnotes

This form is filed jointly by Ibex Investors LLC ("Ibex"), Justin B. Borus, Ibex Microcap Fund LLLP ("Ibex Microcap") and Lazarus Macro Micro Partners ("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)
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 or otherwise, is the beneficial owner of any of the securities reported herein other than the securities held directly by such Reporting Person.
On March 19, 2020, Mr. Borus entered into a Securities Purchase Agreement (the "SPA") with the Issuer whereby Mr. Borus agreed to purchase, for an aggregate purchase price of $1,500,000, 3,000,000 shares of Common Stock and warrants to purchase an additional 1,500,000 shares of Common Stock; provided that if the volume-weighted average trading price for the last twenty (20) consecutive trading days that conclude the six (6) month period after the initial closing under the SPA (the "Six Month Price") is less than $0.50 per share (the "Target Price"), the per share purchase price for the Common Stock will be automatically reduced to the Six Month Price, but in no event less than $0.35 per Share, in which case the Issuer shall issue to Mr. Borus, based on Mr. Borus' investment: (continued in footnote 4)
(a) shares of Common Stock in a quantity that equals the difference between the number of shares of Common Stock issued to Mr. Borus at closing and the number of shares of Common Stock that would have been issued to Mr. Borus at closing at the Six Month Price; and (b) a warrant for a number of warrant shares equal to fifty percent (50%) of the difference between the number of shares of Common Stock issued to Mr. Borus at closing and the number of shares of Common Stock that would have been issued to Mr. Borus at closing at the Six Month Price, with an exercise price equal to the sum of $0.10 per share and the Six Month Price, but in no event less than $0.45 per share. (continued in footnote 5)
The exercise price per share for the warrant issued at closing will automatically adjust to the sum of $0.10 per share and the Six Month Price, but in no event less than $0.45 per share. Mr. Borus expects the purchase under the SPA to close on or about April 15, 2020; if such purchase does not close for whatever reason, a Form 4 will be filed to rescind the transactions reported under this Form 4.
The warrant will be exercisable immediately upon acquisition at the closing of the SPA, which is expected to be on or about April 15, 2020, for a period of three years thereafter. If the SPA does not close precisely on April 15, 2020, this Form 4 will be amended accordingly.