BRFH Barfresh Food Group Inc. - 8-K

Item
3.02. Unregistered Sales of Equity Securities

Beginning
on March 5, 2026, the registrant obtained subscriptions for unsecured senior convertible promissory notes in the aggregate amount of
$7,278,000 (the “Notes”) from accredited investors. The Notes bear interest at 10% per annum for the first 12 months of the
24-month term, regardless of earlier payment or conversion (the “Minimum Interest”), and is mandatorily convertible as to
principal and interest into shares of the registrant’s common stock at any time prior to maturity at the conversion price of $2.90
per share (the “Conversion Price”), if the common stock of the registrant trades at $4.35 per share (150% of the Conversion
Price) for 20 out of the preceding 30 consecutive trading days. The holders of the Notes have the option on up to 10 occasions to convert
all or any portion of the principal and interest into shares of the registrant’s common stock at the Conversion Price. The registrant
may prepay the Notes at any time prior to maturity, subject to payment of the Minimum Interest, any other accrued but unpaid interest,
and a prepayment penalty of 5% if the amount of the Note principal that is prepaid does not exceed 50% or a prepayment of 10% if the
amount of the Note principal that is prepaid exceeds 50%. Interest is to be paid quarterly in arrears beginning April 1, 2026 and can
be paid in either cash or shares of the registrant’s common stock at the election of the registrant. If paid in stock, the shares
must be registered and valued at a 10% discount to the 10-day volume-weighted average price.

Purchasers
of the Notes were issued warrants to purchase common stock (the “Warrants’) at a price of $3.20 per share (the “Exercise
Price”) for a 4-year term from date of issuance in an amount equal to 100% of their investment amounts. The registrant may call
the Warrants if the common stock of the registrant trades at $4.80 per share (150% of the Exercise Price) for 20 out of the preceding
30 consecutive trading days.

Should
the registrant sell any of its securities in a capital-raising transaction at a price lower than the Conversion Price while any Notes
are outstanding, the Conversion Price will adjust to that lower price. The Warrant Exercise Price will adjust to a 10% premium to the
new Note conversion price.

The
registrant has agreed to file a registration statement covering the shares underlying the Notes, interest on the Notes, and the Warrants
within 60 days of closing. Failure to file the registration statement within such period would result in a penalty of 1% per month for
every month that the registration statement is not so filed.

The
registrant relied upon the exemption from registration contained in Section 4(a)(2) of the Securities Act and Rule 506 promulgated thereunder,
as (i) offers were made to a limited number of prospective investors, including existing stockholders, (ii) each of the offerees had
the requisite sophistication and financial ability to bear risks of investing in the registrant’s securities, (iii) the registrant
provided extensive disclosure to the offerees, and (iv) there was no general solicitation in connection with the offers.

Item
7.01. Regulation FD Disclosures.

The
registrant is providing an updated investor presentation that was used in connection with the placement of its Notes and Warrants. The
full text of the presentation can be found at barfresh.com/investors and is incorporated herein by reference.

The
information in this Item 7.01 shall neither be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed
incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except
to the extent as shall be expressly set forth by specific reference in such filing.

Item
9.01. Financial Statements and Exhibits.

(d)
Exhibits.

The
following exhibit relating to Item 7.01 shall be deemed to be furnished, and not filed:

4.1

Securities Purchase Agreement

99.1

Press Release of Barfresh Food Group Inc. dated March 9, 2026

104

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