UNITED STATES
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CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 19, 2026, Isabelle Ortiz-Cochet, a member of the board of directors, notified Barfresh Food Group Inc. (the “Company”) that she will be retiring on March 31, 2026. Such resignation was not the result of a disagreement with the Company. She had been initially appointed pursuant to the terms of an investor rights agreement, dated November 23, 2016, by and between the Company, Unibel and certain key holders named therein (the “Investor Rights Agreement”) and serves on the Nominating and Governance Committee.
Under the terms of the Investor Rights Agreement, Unibel is entitled to appoint one director to the board of directors of the Company, which director is entitled to sit on each committee of the board of directors selected by Unibel, unless certain conditions relating to the shareholdings of Unibel have not been satisfied. The Company has agreed to call shareholder meetings whenever necessary to ensure Unibel’s designee is elected as a director. At any time that Unibel’s designee is not a director, Unibel’s 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 Unibel’s designee.
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: January 23, 2026 | /s/ Riccardo Delle Coste | |
| By: | Riccardo Delle Coste | |
| Its: | CEO | |