What changed in this filing

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Item 1. Business

2021-04-14 compared with 2020-04-13 · 54 added, 59 removed, 119 unchanged (49% of the section changed)

2 unchanged sentences

includes smoothies, shakes and frappes.

Products are packaged in two distinct formats.

Products are packaged in four distinct formats.

Company’s original single serve format features portion controlled and ready to blend beverage ingredient packs or “beverage

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bases in the United States and abroad.

Company’s new WHIRLZ 100% Juice Concentrates.

The new 5:1 juice concentrates will initially target elementary and secondary

schools and are a perfect complement to the company’s current existing 1:1 bulk Easy Pour products used in beverage dispensing

The 100% juice concentrates offer a more affordably priced product that responds to the need of the schools to have

a wider range of options at various price points.

The products are USDA Reimbursable, Smart Snack Compliant for schools in the

United States, a good source of Vitamin C, contain no added sugars and come in fun, great-tasting flavors.

WHIRLZ 100% Juice Concentrates

will come in the following 10 exciting flavors:

Mango (a first to market flavor), Fruit Punch, Pink Lemonade, Cherry Limeade,

Coco Breeze, Blue Raspberry, Green Watermelon, Cherry, Sour Apple, and Strawberry Kiwi.

Company’s new ready-to-drink bottled smoothie, “Twist & Go”™, which will initially be focused towards

the school system channel.

This sweet fruit and creamy yogurt smoothie contains four ounces of yogurt and a half-cup of fruit/fruit

juice and comes in two different flavors:

strawberry banana and peach.

“Twist & Go”™

contains no added sugars,

no preservatives, artificial flavors or colors.

At only 125 -130 calories and with 5 grams of protein, they make the perfect start

to any day or on-the-go snack.

and international patents and patents pending are owned by Barfresh, as well as related trademarks for all of the single serve

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foodservice operators, for exclusive distribution of four of Barfresh’s single serve SKUs.

On November 14, 2018,

the Company announced that it had received approval for multiple products to be rolled out to a national restaurant chain with

over 2,500 locations.

On November 14, 2018, the Company

announced that it had received approval for multiple products to be rolled out to a national restaurant chain with over 2,500

October 26, 2015, Barfresh signed a five year agreement with PepsiCo North America Beverages, a division of PepsiCo, to become

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have become part of PepsiCo’s customer presentations at national trade shows and similar venues.

On May 30, 2019, the Company

amended its agreement with Pepsi which included a reduction in the commission fee and a clause which allows either party the right

to terminate the agreement upon 90 days written notice.

Neither party has exercised its right to terminate the agreement.

utilizes contract manufacturers to manufacture all of its products in the United States.

Production lines are currently operational

at two locations.

The first location is in Salt Lake City, which currently produces both bulk easy pour and single serve products.

Annual production capacity with this contract manufacturer is 14 million units per year.

The second location is with Yarnell Operations,

LLC., a subsidiary of Schulze and Burch Biscuit Co., located in Arkansas.

The Yarnell’s agreement, which was signed

during February 2016, and secures the capacity to ramp up to an incremental production capacity of 100 million units.

Yarnell’s

location enhances the company’s ability to efficiently move product throughout the supply chain to destinations in the eastern

United States, home to many of the country’s large foodservice outlets.

corporate office is located at 3600 Wilshire Boulevard Suite 1720, Los Angeles, 90010.

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Company, which was incorporated in Delaware on February 25, 2010, was originally formed to produce movies.

As the result of the

reverse merger, more fully described below, the Company is now engaged in the manufacturing and distribution of ready to blend

frozen beverages, including smoothies, shakes and frappes.

Reorganization

and Recapitalization

January 2012, the Company entered into a series of transactions pursuant to which Barfresh Inc., a Colorado corporation

(“Barfresh NV”), was acquired, spun-out prior operations to the former principal shareholder, completed a private

offering of securities for an aggregate purchase price of approximately $1,000,000, conducted a four for one forward stock

split and changed the name of the Company.

The following describes the steps of this reorganization:

of Barfresh NV.

We acquired all of the outstanding capital stock of Barfresh NV in exchange for the issuance of 37,333,328

shares of our $0.000001 par value common stock pursuant to a Share Exchange Agreement between us, our former principal shareholder,

Barfresh NV and the former shareholders of Barfresh NV.

As a result of this transaction, Barfresh NV became our wholly owned

subsidiary and the former shareholders of Barfresh NV became our controlling shareholders.

of prior business.

Immediately prior to the acquisition of Barfresh NV, we spun-out our previous business operations to

a former officer, director and principal shareholder, in exchange for all of the shares of our common stock held by that person.

Such shares were cancelled immediately following the acquisition.

transaction .

Immediately following the acquisition of Barfresh, we sold an aggregate of 1,333,332 shares of our common

stock and five-year warrants to purchase 1,333,332 shares of common stock at a per share exercise price of $1.50 in a private

offering for gross proceeds of $999,998, less expenses of $26,895.

Subsequent to the merger, we changed the name of the Company from Moving Box Inc.

to Barfresh Food Group Inc.

Barfresh Food Group Inc.

has two direct subsidiaries;

Barfresh Corporation, Inc, (formerly known as Smoothie, Inc.) and Barfresh,

stock split .

Subsequent to the merger, we conducted a four for one forward stock split of the Company’s common stock.

Company’s products are made in two formats.

As the result of a

reverse merger transaction in 2012, the Company is now engaged in the manufacturing and distribution of ready to blend frozen

beverages, including smoothies, shakes and frappes.

We have two direct subsidiaries:

Barfresh Corporation, Inc.

(formerly known

as Smoothie, Inc.) and Barfresh, Inc.

Company’s products are made in four formats.

The first is in portion controlled single serving beverage ingredient packs,

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formula that is mixed “one to one”

following flavors are available as part of our standard portfolio of single serve

The third format is the Company’s

new WHIRLZ 100% Juice Concentrates.

These new 5:1 juice concentrates are a perfect complement to the company’s current existing

1:1 bulk Easy Pour products used in beverage dispensing equipment.

The fourth format is the Company’s new

ready-to-drink bottled smoothie, “Twist & Go”™, This sweet fruit and creamy yogurt smoothie contains four

ounces of yogurt and a half-cup of fruit/fruit juice and comes in two different flavors.

following flavors are available as part of our standard portfolio of single serve products:

following flavors are available as part of our standard portfolio of bulk products:

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existing competition from a product perspective can be separated into three categories:

Specialized juice bar products:

juice bar products:

The product is made in-store and each ingredient is added separately.

Syrup based products:

based products:

The fruit puree is supplied in bulk and not portion controlled for each smoothie.

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still require the addition of juice, milk or water and/or yogurt and ice.

While there are a number of competitors for this style

of product, the two dominant competitors are Island Oasis and Minute Maid.

Portion pack products:

While there are a number of competitors for this

style of product, the two dominant competitors are Island Oasis and Minute Maid.

pack products:

These products contain only the fruit and yogurt and require the addition of juice or milk and ice.

dominant competitor is General Mills’

competitor is General Mills’

Yoplait Smoothies.

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version of the bulk “Easy Pour”

format that is specifically targeted

for the USDA national school meal program, including the School Breakfast Program, the National School Lunch Program, and Smart

Snacks in Schools Program.

format, WHIRLZ 100% Juice Concentrates

as well as Twist & Go a new ready to drink smoothie that is specifically targeted for the USDA national school meal program,

including the School Breakfast Program, the National School Lunch Program, and Smart Snacks in Schools Program.

owns the domestic and intellectual property rights to its products’

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will be the responsibility of the contract manufacturer.

Company currently has 17 employees and 2 consultants.

There are currently 12 employees selling our products.

of March 15, 2021, the Company has 12 employees and 3 consultants.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business