BARFRESH FOOD GROUP INC. 10-Q

Item 1A. Risk Factors. Our risk factors are described in our Annual Report on Form 10-K, as filed with the SEC on March 27, 2025, as updated below. Disruption within our supply chain, contract manufacturing or distribution channels could have an adverse effect on our business, financial condition and results of operations. Our ability, through our suppliers, business partners, contract manufacturers, independent distributors and retailers, to produce, transport, distribute and sell products is critical to our success. Damage or disruption to our suppliers or to manufacturing or distribution capabilities due to weather, natural disaster, fire or explosion, terrorism, pandemics such as COVID-19 and influenza, labor strikes or other reasons, could impair the manufacture, distribution and sale of our products. Many of these events are outside of our control. Failure to take adequate steps to protect against or mitigate the likelihood or potential impact of such events, or to effectively manage such events if they occur, could adversely affect our business, financial condition and results of operations. Our experience with the Manufacturer demonstrates how our reliance on a limited number of manufacturers and suppliers further increases this risk. Most of our suppliers and manufacturers produce similar products for other companies, and our products may represent a small portion of their businesses. Further, it takes a newly engaged manufacturer typically up to nine months of retrofitting/ preparation before it can begin producing our products. In 2023 and 2024 we did not have contracts in place to produce sufficient units to meet projected demand. If one of our manufacturers fails to perform or renew our contract, we could be faced with a significant interruption in our supply chain. If one of our manufacturers or suppliers fails to perform or deliver products or renew our contract, for any reason, our sales and results of operations could be adversely affected. Furthermore, if we are unable to meet our customers’ demands due to a disruption in our supply chain, we may lose that customer which could adversely affect our business, financial condition and results of operations. We have received notification that a contract manufacturer of our Twist & Go smoothie bottles will not renew our contract and will cease providing product on February 1, 2026. We are working with both new and existing manufacturers, including Arps, which we acquired in October 2025, to replace and increase that volume. However, there can be no assurance that our plans to replace the lost volume will be successful. 20 We completed our first acquisition in the fourth quarter of 2025. Growth by acquisitions involves risks, and we may not be able to effectively integrate the business we acquired or complete necessary financing and development activities to achieve the objectives of the acquisition. We completed the acquisition of Arps Dairy, Inc. in October 2025. The acquisition is subject to various risks and uncertainties and could have a negative impact on our business, financial condition, or results of operations. These risks include the inability to integrate effectively the operations, products, and personnel of the acquired company which is located a significant distance from our existing business, the inability to complete construction that was in progress on the New Facility at the time of the acquisition within the anticipated timeframe and budget, the inability to achieve anticipated cost savings or operating synergies, the management of risks associated with manufacturing operations including product quality and safety, and the risk we may not be able to effectively manage our operations at an increased scale of operations resulting from the acquisition. We are obligated to refinance $2,198,000 of mortgage debt assumed in the acquisition and secured by New Facility. If we are unable to complete the refinancing, we risk foreclosure. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds None. Item 3. Defaults Upon Senior Securities. None. Item 4. Mine Safety Disclosures. Not applicable.