What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2023-03-02 compared with 2022-03-10 · 34 added, 48 removed, 60 unchanged (58% of the section changed)

6 unchanged sentences

Barfresh Corporation, Inc.

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

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

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

Our telephone number is (310) 598-7113 and

our website is www.barfresh.com.

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

4 unchanged sentences

fruit in every smoothie

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

are packaged in three distinct formats.

Company’s ready-to-drink 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.

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

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.

The product was originally launched in a bottled packaging format.

The Company introduced

Twist & Go™ cartons in 2022.

Twist & Go™ contains no added sugars, preservatives, artificial flavors or colors.

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 in beverage dispensing equipment 1:1 with water.

The Company has a “no

sugar added” version of the bulk “Easy Pour” format, WHIRLZ 100% Juice Concentrate, that is specifically targeted for the aforementioned USDA national

school meal programs.

In addition, 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 single serve format features portion controlled and ready-to-blend beverage ingredient packs or “beverage packs”.

2 unchanged sentences

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

1 unchanged sentence

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

In February 2023, Barfresh

terminated the agreement.

Such termination is not anticipated to have a significant impact on sales.

Manufacturing

1 unchanged sentence

and Development

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.

Company incurred approximately $382,000 and $245,000, in research and development expenses for the years ended December 31, 2022 and

2021, respectively.

The increase in Research and Development expenses was primarily attributable to the launch of the Company’s

Twist & Go ™ cartons, as well as costs incurred to investigate the quality issues experienced

with the Manufacturer, more fully described in Item 7,

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

28 unchanged sentences

Approval and Regulation

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.

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.

2 unchanged sentences

Environmental

Company does not believe that it will be subject to any environmental laws, either state or federal.

Any laws concerning manufacturing

will be the responsibility of the contract manufacturer.

Company does not believe that it is subject to any environmental laws, either state or federal.

Compliance with any laws concerning manufacturing

is the responsibility of the contract manufacturer.

of March 1, 2023, the Company has 13 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