10-K/A: Barfresh Amends 2024 10-K, Details Governance & Pay

Sentiment:

Annual Report Amendment 19 December 2025 4:40 PM

📋All filings for Barfresh Food Group INC

Barfresh Food Group Inc. filed an amendment to its 2024 annual report to include detailed information on directors, executive compensation, security ownership, and auditor fees, which were previously omitted.

Delay expectedThe definitive proxy statement containing information for Items 10-14 of Part III of Form 10-K was not filed before the required date (120 days after the company's fiscal year-end), necessitating this amendment.

Summary

Barfresh Food Group Inc. filed Amendment No. 1 on Form 10-K/A to its 2024 Annual Report on Form 10-K.
The amendment's purpose is to include information required by Items 10 through 14 of Part III of Form 10-K, which was omitted from the Original Report.
The omitted information pertains to Directors, Executive Officers and Corporate Governance, Executive Compensation, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, Certain Relationships and Related Transactions, and Director Independence, and Principal Accountant Fees and Services.
The definitive proxy statement containing this information was not filed by the required date (120 days after fiscal year-end), necessitating this amendment.
New certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are included.
No financial statements have been included in this Amendment, and it does not modify, amend, or update any financial or other information contained in the Original Report, nor does it reflect subsequent events.
The aggregate market value of voting and non-voting common equity held by non-affiliates was $28,770,790 as of June 30, 2024.
There were 15,810,080 outstanding shares of common stock as of March 24, 2025, and 15,969,281 shares as of December 15, 2025.

Sentiment

Score: 5

Explanation: The filing is an administrative amendment to include previously omitted corporate governance and compensation details, not a performance update. The delay in filing the proxy statement is a minor compliance issue, but the company is rectifying it, leading to a neutral sentiment.

Positives

The company is rectifying a compliance omission by providing the required Part III information, enhancing transparency for investors.
The CEO and CFO have provided new certifications under Section 302 of the Sarbanes-Oxley Act, affirming the accuracy of the report.

Negatives

The definitive proxy statement was not filed within the required 120 days after the fiscal year-end, leading to the necessity of this amendment.

Future Outlook

Management Comments

Riccardo Delle Coste, Principal Executive Officer, certified that, based on his knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made not misleading.
Lisa Roger, Principal Financial Officer, certified that, based on her knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made not misleading.

Industry Context

Legal Proceedings

None of the directors, executive officers, significant employees, or control persons have been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.

Related Party Transactions

There were no related party transactions during the past two completed fiscal years.

Stakeholder Impact

Shareholders: Increased transparency and compliance with SEC regulations through the disclosure of corporate governance, executive compensation, and ownership details, which were previously omitted.
Management/Directors: Compensation details are now publicly available, and their roles in governance and risk oversight are clarified through this amendment.
Auditors: Fees for services rendered by Eide Bailly LLP are now fully disclosed for the relevant fiscal years.

Key Dates

Date	Description
January 10, 2012	Riccardo Delle Coste became Chairman, President, and Chief Executive Officer; Steven Lang appointed Director.
July 29, 2014	Joseph M. Cugine appointed Director.
April 27, 2015	Smoothie, Inc. entered into an executive employment agreement with Riccardo Delle Coste; Joseph M. Cugine served as president of Barfresh Corporation, Inc.
July 13, 2016	Alexander H. Ware appointed director.
November 23, 2016	Investor rights agreement between Barfresh and Unibel established.
December 16, 2016	Isabelle Ortiz-Cochet appointed director.
April 29, 2020	Justin Borus appointed Director.
July 13, 2021	Joseph M. Cugine ceased serving as president of Barfresh Corporation, Inc.
January 1, 2022	Lisa Roger agreed to serve as the company's Chief Financial Officer.
January 17, 2022	Lisa Roger's appointment as Chief Financial Officer became effective.
April 27, 2023	Stock option grant of 19,231 shares issued to Riccardo Delle Coste.
December 31, 2023	Fiscal year-end for compensation and audit fee reporting.
February 2024	Issuance of 14,585 shares (net of tax) to Riccardo Delle Coste for 2023 PSUs.
March 2024	Issuance of 20,380 shares to Riccardo Delle Coste for 2023 PSUs.
March 24, 2025	15,810,080 outstanding shares of common stock of the registrant.
March 27, 2025	Original 2024 Annual Report on Form 10-K filed with the SEC.
April 29, 2024	Stock option grant of 19,231 shares issued to Riccardo Delle Coste.
June 13, 2024	25,000 shares issued to Lisa Roger; stock option grant of 150,000 shares issued to Lisa Roger.
June 30, 2024	Aggregate market value of non-affiliate common equity was $28,770,790.
December 31, 2024	Fiscal year-end for compensation and audit fee reporting.
December 15, 2025	Beneficial ownership reported as of this date; 15,969,281 shares of common stock outstanding.
December 19, 2025	Date of certifications by Principal Executive Officer and Principal Financial Officer for the 10-K/A filing.

Recommendation

hold

This is an administrative amendment to a previously filed annual report, providing details on corporate governance, executive compensation, and ownership. It does not contain new financial results, strategic updates, or operational performance data that would warrant a change in investment recommendation. The company is rectifying a compliance omission, which is a neutral event for the underlying business value.

Keywords

Barfresh Food Group, BRFH, SEC filing, 10-K/A, Annual Report Amendment, Corporate Governance, Executive Compensation, Director Compensation, Security Ownership, Audit Fees, Related Party Transactions

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