What changed in this filing

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Item 1. Business

2022-03-10 compared with 2021-04-14 · 90 added, 155 removed, 18 unchanged (93% of the section changed)

is a leader in the creation, manufacturing and distribution of ready to blend frozen beverages.

The current portfolio of products

includes smoothies, shakes and frappes.

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

packs”.

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.

Company’s bulk “Easy Pour”

format also contains all of the solid ingredients necessary to make the beverage,

packaged in gallon containers in a concentrated formula that is mixed “one to one”

The Company has a “no

sugar added”

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.

The Company is currently in contract to sell its bulk Easy Pour products into over three hundred schools.

In addition, the Company

received approval from the United States Defense Logistics Agency (“DLA”) to sell its smoothie products into all branches

Armed Forces, and is currently in contract with and selling its bulk Easy Pour products into over one hundred military

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

Patent rights have been granted in 13 jurisdictions including the United States.

In addition, the Company has purchased

all of the trademarks related to the patented products.

Company conducts sales through several channels, including National Accounts, Regional Accounts, and Broadline Distributors.

Barfresh’s

primary broadline distribution arrangement is through an exclusive nationwide agreement with Sysco Corporation (“Sysco”),

the U.S.’s largest broadline distributor, which was entered into in July 2014.

to that agreement, all Barfresh products are included in Sysco’s national core selection of beverage items, making Barfresh

its exclusive single-serve, pre-portioned beverage provider.

The agreement is mutually exclusive;

however, Barfresh may also sell

the products to other foodservice distributors, but only to the extent required for such foodservice distributors to service multi-unit

chain operators with at least 20 units and where Sysco is not such multi- unit chain operator’s nominated distributor for

our products.

On October 2, 2019, the exclusive distribution agreement with Sysco expired, opening the possibility to expand distribution

with other distributors outside of the Sysco system.

2016 and 2017 the Company announced that it had signed supply agreements with several of the major global on-site foodservice

On March 8, 2018, the Company announced that it had signed a new supply agreement with one of the largest of these

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

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

its exclusive sales representative within the food service channel to present Barfresh’s line of ready-to-blend smoothies

and frozen beverages throughout the United States and Canada.

Through this agreement, Barfresh’

products are included as

part of PepsiCo’s offerings to its significant customer base.

The agreement facilitates access to potential National customer

accounts, through introductions provided by PepsiCo’s one-thousand plus person foodservice sales team.

Barfresh products

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.

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

Our telephone number is (310) 598-7113

and our website is www.barfresh.com.

History and Background

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

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.

Company is engaged in the manufacturing and distribution of ready-to-drink and ready-to-blend frozen beverages, including smoothies,

shakes and frappes.

The current operation was established following a 2012 reverse merger into an inactive Delaware corporation, formed

on February 25, 2010.

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,

suitable for smoothies, shakes and frappes that can also be utilized for cocktails and mocktails.

These packs contain all of the

ingredients necessary to make a smoothie, shake or frappe, including the ice.

Simply add water, empty the packet into a blender,

blend and serve.

The second format is the bulk “Easy Pour”

The Company’s bulk “Easy Pour”

format also contains all of the solid ingredients necessary to make the beverage, packaged in gallon containers in a concentrated

formula that is mixed “one to one”

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:

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

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

Our telephone number is (310) 598-7113

and our website is www.barfresh.com.

December 29, 2021, we effected a 1-for-13 reverse stock split of our issued and outstanding Common Stock (the “Reverse Stock Split”).

All references to shares of our Common Stock in this Annual Report on Form 10-K refer to the number of shares of Common Stock after giving

effect to the Reverse Stock Split and are presented as if the Reverse Stock Split had occurred at the beginning of the earliest period

is a leader in the creation, manufacturing and distribution of ready-to-drink and ready-to-blend frozen beverages.

The current portfolio

of products includes smoothies, shakes and frappes.

of the key benefits of the products for the end consumers that drink the products include:

1 unchanged sentence

fruit in every smoothie

Marketing Material

wide range of consumer marketing materials has been created to assist customers in selling blended beverages.

are packaged in four distinct formats.

Company’s ready-to-drink bottled smoothie, “Twist & Go”™, has initially been focused towards the USDA national

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

This sweet fruit and creamy yogurt smoothie contains four ounces of yogurt and a half-cup of fruit/fruit juice and comes in three different

strawberry banana, peach and mango pineapple.

“Twist & Go”™ contains no added sugars, preservatives, artificial

flavors or colors.

At only 125 -130 calories and with 5 grams of protein, it makes the perfect start to any day or on-the-go snack.

Company’s bulk “Easy Pour” format, which contains all the ingredients necessary to make the beverage, is packaged

in gallon containers in a concentrated formula that is mixed 1:1 with water.

The Company has a “no sugar added” version of

the bulk “Easy Pour” format that is specifically targeted for the aforementioned USDA national school meal programs.

the Company received approval from the United States Defense Logistics Agency (“DLA”) to sell its smoothie products into

all branches of the U.S.

Armed Forces, and is currently in contract with and selling its bulk Easy Pour products into over one hundred

military bases in the United States and abroad.

Company’s WHIRLZ 100% Juice Concentrates are a perfect complement to the Company’s current existing 1:1 bulk Easy Pour products

used in beverage dispensing equipment.

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.

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

The beverage packs contain all the 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.

Company conducts sales through several channels, including National Accounts, Regional Accounts, and Broadline Distributors.

primary broadline distribution arrangement is through a nationwide agreement with Sysco Corporation (“Sysco”), the U.S.’s

largest broadline distributor.

Barfresh products are included in Sysco’s national core selection of beverage items.

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

exclusive sales representative within the food service channel to present Barfresh’s line of ready-to-blend smoothies and

frozen beverages throughout the United States and Canada.

Through this agreement, Barfresh’ products are included as part of

PepsiCo’s offerings to its significant customer base.

The agreement facilitates access to potential National customer

accounts, through introductions provided by PepsiCo’s one thousand plus person foodservice sales team.

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

Manufacturing

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

and Development

Company incurred research and development expenses for the year ended December 31, 2020 in the amount of $515,145 and for the

year ended December 31, 2019 in the amount of $538,391.

The decrease in Research and Development expenses was primarily attributable

to reduced activity in creating unique flavors for potential customers in our national account pipeline.

is significant competition in the smoothie market at both the consumer purchasing level and also the product level.

Company incurred research and development expenses for the year ended December 31, 2021 in the amount of $244,609 and for the year ended

December 31, 2020 in the amount of $515,145.

The decrease in Research and Development expenses was primarily attributable to reduced

activity in creating unique flavors for potential customers in our national account pipeline.

is significant competition in the smoothie market at both the institutional and consumer purchasing level.

Company distributes products institutionally primarily through distributors to school districts.

The Company has recently launched its

Twist & Go ready-to-drink smoothie as well as a “no sugar added” version of the bulk “Easy Pour” format,

WHIRLZ 100% Juice Concentrates, both of which are 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.

At the institutional level, the Company competes

with other food and beverage manufacturers, many of which have significantly greater financial resources and distribution reach.

competition at the consumer level is primarily between specialized juice bars (e.g.

Jamba Juice) and major fast casual and fast

food restaurant chains (such as McDonalds).

Barfresh does not compete specifically at this level but intends to supply its product

to customers that fall within these segments to enable them to compete for consumer demand.

Jamba Juice) and major fast casual and fast food

restaurant chains (such as McDonalds).

Barfresh does not compete specifically at this level but intends to supply its product to customers

that fall within these segments to enable them to compete for consumer demand.

The Company believes that its single serve products afford

a very significant competitive advantage based on ease of use, portion control, premium quality, and minimal capital investment required

to enable a customer to begin to carry Barfresh beverage products.

The Company also believes that its bulk “Easy Pour” product

represents an attractive alternative delivery method for customers that serve high volume locations, where speed of service over extended

periods is a critical requirement.

may also be new entrants to the smoothie market that may alter the current competitor landscape.

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

juice bar products:

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

based products:

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

These types of products

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.

pack products:

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

competitor is General Mills’

Yoplait Smoothies.

Company believes that its single serve products afford a very significant competitive advantage based on ease of use, portion

control, premium quality, and minimal capital investment required to enable a customer to begin to carry Barfresh beverage products.

The Company also believes that its bulk “Easy Pour”

product represents an attractive alternative delivery method for

customers that serve high volume locations, where speed of service over extended periods is a critical requirement.

has recently launched a “no sugar added”

version of the bulk “Easy Pour”

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’

sealed pack of ingredients used in its single serve

November 2011, the Company acquired patent applications filed in the United States (Patent Application number 11/660415) and Canada

(Patent Application number 2577163) from certain related parties.

The United States patent was originally filed on December 4,

2007 and it was granted during August of 2017.

The Canadian patent was originally filed on August 16, 2005 and it was granted

on May 27, 2014.

October 15, 2013, the Company acquired all of the related international patent rights, which were filed pursuant to the Patent

Cooperation Treaty, have been granted in 13 jurisdictions and are pending in the remainder of the jurisdictions that have signed

In addition, the Company purchased all of the trademarks related to the patented products.

owns the domestic and international property rights to its products’ sealed pack of ingredients used in its single serve products.

November 2011, the Company acquired patent applications filed in the United States (Patent Application number 11/660415) and Canada (Patent

Application number 2577163) from certain related parties.

The United States patent was originally filed on December 4, 2007 and it was

granted during August of 2017.

The Canadian patent was originally filed on August 16, 2005 and it was granted on May 27, 2014.

October 15, 2013, the Company acquired all of the related international patent rights, which were filed pursuant to the Patent Cooperation

Treaty, have been granted in 13 jurisdictions and are pending in the remainder of the jurisdictions that have signed the PCT.

the Company purchased all of the trademarks related to the patented products.

Approval and Regulation

Company is not aware of the need for any governmental approvals of its products.

the Company is not aware of the need for any governmental

approvals to manufacture or distribute its products, manufacturing products which meet the criteria of the USDA’S national

school meal program and USDLA is critical to the Company’s business plan.

Company utilizes contract manufacturers.

7 unchanged sentences

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