BARFRESH FOOD GROUP INC. (OTCMKTS:BRFH) Files An 8-K Entry into a Material Definitive Agreement

BARFRESH FOOD GROUP INC. (OTCMKTS:BRFH) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01 Entry into a Material Definitive Agreement

On November 23, 2016, Barfresh Food Group, Inc., a Delaware
corporation (Barfresh), entered into a securities purchase
agreement and investor rights agreement with Unibel, the majority
shareholder of Bel Group (Unibel). to the securities purchase
agreement, Unibel purchased 15,625,000 shares of common stock at
$0.64 per share (Shares) and warrants to purchase 7,812,500
shares of common stock (Warrants Shares) for aggregate gross
proceeds to Barfresh of $10 million. The warrants are exercisable
for a term of five years at a per share price of $0.88 for cash.
to the investor rights agreement, Barfresh will register the
Shares and the Warrant Shares. Unibel will be granted a seat on
the Board of Directors of Barfresh, subject to terms and
conditions of the investor rights agreement as further described
in Item 5.02. The investor rights agreement also contains
customary standstill provisions and pre-emptive rights.

The issuance of these securities is exempt from registration to
Rule 506(b) of Regulation D, promulgated under the Securities Act
of 1933, as amended, on the basis that the offering was a private
offering limited to accredited investors and involved no general
solicitation or advertising.

On November 28, 2016, Barfresh issued a press release announcing
the execution of the sales agreements with Unibel. A copy of the
press release is attached to this Form 8-K as Exhibit 99.1 and is
incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity

The disclosures set forth in Item 1.01 are incorporated herein by
this reference.

Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

(d) On November 23, 2016, in accordance with the investor rights
agreement by and between Barfresh and Unibel, the board of
directors of Barfresh appointed Bruno Schoch to serve as a

Bruno Schoch has served as Deputy General Manager of Fromageries
Bel SA since December 17, 2008. Bruno Schoch is responsible for
financial and legal affairs and Group information systems. Part
of the Bel Group since 2003, he has held the posts of Financial
Director and then Director of Strategy and Development at Unibel
SA. From 1993 to 2003, he held several posts in auditing at
Deloitte Touche (Paris) and mergers and acquisitions at Chase
Manhattan Bank (London) and the Swiss bank Schweizerischer
Bankverein (Frankfurt). He holds a DESS (masters degree) in
Finance and Management from the Paris Dauphine University and is
a qualified Chartered Accountant/Auditor. Since November 2013,
Bruno Schoch has been a member of the ASMEP-ETIs (association of
medium-sized companies) made in France extended bureau and

Responsibilities and current positions within the
Group held in France:

Member of Unibels Management Board
Deputy General Manager, non-Director of Fromageries Bel
Permanent representative of Fromageries Bel on Fromageries
Picons Board of Directors
Permanent representative of Fromageries Bel on SAFRs Board of
Permanent representative of SICOPA on SOFICOs Board of
Permanent representative of SOPAIC on ATADs Board of

Responsibilities and current positions outside the
Bel Group held in France and abroad:

Member of the Supervisory Board of Socit des Domaines SAS
Member of the Supervisory Board of Geratherm AG (listed
Permanent representative of Unibel on Biomass Holding SALs
Board of Directors

Responsibilities and current positions within the
Group held abroad:

Member of Syrren Bel Slovenskos Supervisory Board
Member of the Board of Directors of Bel Syry Cesko AS
Director of Bel Brands USA
Director of Bel Belgium SA
Co-manager of Bel Deutschland GmbH
Permanent representative of Fromageries Bel on the Board of
Directors of Fromagerie Bel Algrie SpA
Permanent representative of SICOPA on the Board of Directors
of Fromageries Bel Maroc SA
Permanent representative of SICOPA on SIEPF SAs Board of
Director of Bel Karper

Arrangement to which Bruno Schoch was appointed to
serve as director:

to the investor rights agreement between Barfresh and Unibel
dated November 23, 2016, Unibel is entitled to appoint one
director to the board of directors of Barfresh, which director is
entitled to sit on each committee of the board of directors
selected by the Unibel, unless Unibel has beneficial ownership of
less than: (i) 75.0% of the Shares; and (ii) 5.0% of the Companys
issued and outstanding Common Stock. Unibel has designated Bruno
Schoch as its board designee.

Barfresh has agreed to call shareholder meetings whenever
necessary to ensure Unibels designee is elected as a director. At
any time that Unibels designee is not a director, Unibels
designee will be entitled to be a board observer. Riccardo Delle
Coste, Steven Lang and their respective affiliates have agreed to
vote their shares in favor of Unibels designee.

There are no other arrangements or understandings between Mr.
Schoch and any other persons to which he was appointed a
director. There are no current or proposed transactions in which
Mr. Schoch has a direct or indirect material interest in which
Barfresh is involved and in which the amount involved exceeds the
lesser of $120,000 or one percent of the average of Barfreshs
total assets at year end for the last two completed fiscal years.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Description
99.1 Press Release of Barfresh Food Group, Inc. dated November 28,


Barfresh Food Group, Inc. is a manufacturer and distributor of ready to blend frozen beverages. The Company’s portfolio of products includes smoothies, shakes and frappes. All of the Company’s products are portion controlled beverage ingredient packs, suitable for smoothies, shakes and frappes that can also be utilized for cocktails and mocktails. The beverage packs contain all of the solid ingredients necessary to make the beverage, including the base (either sorbet, frozen yogurt or ice cream), real fruit pieces, juices and ice-five ounces of water are added before blending. As of December 31, 2015, the Company’s portfolio of products are available in nine flavors, including chocolate shake, strawberry smoothie, vanilla shake, mango burst smoothie, mocha frappe, mango smoothie, strawberry banana smoothie, caramel macchiato frappe and caribbean smoothie. The Company utilizes contract manufacturers to manufacture all of the products in the United States.


BARFRESH FOOD GROUP INC. (OTCMKTS:BRFH) closed its last trading session up +0.010 at 0.750 with 365,617 shares trading hands.

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