What changed in this filing

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Item 1. Business

2026-04-15 compared with 2025-03-27 · 79 added, 24 removed, 61 unchanged (63% of the section changed)

History and Background

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.

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

shakes, frappes and juice pops.

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

formed on February 25, 2010.

October 3, 2025, we acquired Arps Dairy, Inc., an Ohio corporation (“Arps Dairy”), which operates a 15,000- square foot dairy

processing facility to be replaced in 2026 by a new 44,000-square foot facility under construction nearby (the “New Facility”),

thereby obtaining manufacturing capability that we did not previously have.

Unless otherwise expressly stated or the context otherwise

requires, the description of our business included or incorporated by reference in this prospectus reflects our business after giving

effect to the Arps Dairy acquisition (the “Acquisition”).

we have two direct subsidiaries:

Barfresh Corporation, Inc.

(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.

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.

(formerly known as Smoothie, Inc.) and Arps Dairy, Inc.

and Barfresh, Inc.

Our corporate office is located at 12100 Wilshire Boulevard, 8 th Floor, Los Angeles, California, 90025.

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 and food.

portfolio of products includes smoothies, shakes, frappes and juice pops.

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

1 unchanged sentence

fruit in every smoothie

are packaged in four distinct formats.

the Acquisition, we are also engaged in providing raw and processed milk to a single significant customer.

This legacy Arps Dairy activity

is strategic from the standpoint of our supply chain and capacity utilization.

legacy products are packaged in four distinct formats.

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

12 unchanged sentences

school meal programs.

In addition, the Company received approval from the United States Defense Logistics Agency (“DLA”)

In addition, the Company received approval from the United States Defense Logistics Agency (“USDLA”)

to sell its smoothie products into all branches of the U.S.

12 unchanged sentences

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

and processed milk is sold directly to the single customer for these products.

Manufacturing

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

the past, Barfresh has relied solely on contract manufacturers to manufacture all of its products in the United States.

With the acquisition

of Arps Dairy, Barfresh will now be able to control the quantity and quality of its own production, as well as eliminating fees previously

paid to third-party manufacturers, reducing freight costs, enabling the more efficient procurement of ingredients, and lowering cold

storage costs.

described in Risk Factors , by bringing the majority of its manufacturing in-house, Barfresh gains greater control over its supply

chain and positions the Company for accelerated growth and expanded market opportunities.

The manufacturing facility acquisition provides

Barfresh with the operational foundation and cost efficiencies necessary to scale its business profitably.

In the fourth quarter of 2025,

the acquired manufacturing facility produced 18% of supply.

and Development

21 unchanged sentences

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

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

Patents in the United States and Australia are in effect through 2025.

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

Patents in the United States and Australia expired in 2025.

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.

Company utilizes contract manufacturers.

Before entering into any manufacturing contracts, the Company determines that the manufacturer

meets all government requirements.

which meet the criteria of the USDA’S national school meal program is critical to the Company’s business plan.

a dairy processor, Arps Dairy is heavily regulated, primarily by the U.S.

Food and Drug Administration (FDA), the U.S.

Department of

Agriculture (USDA), and state health departments, requiring compliance with the Pasteurized Milk Ordinance, Food Safety Modernization

Act (FSMA) for sanitation, pasteurization standards, and regular inspections.

Key areas include raw milk pricing, licensing, structural

sanitation, mandatory pasteurization, and temperature controls.

regulatory areas for dairy processors include the following:

Regulatory Oversight:

The FDA governs food safety, while the USDA Agricultural Marketing Service oversees Federal Milk Marketing

Orders (FMMOs), which establish minimum prices for raw milk.

Milk Ordinance:

This is the national standard for Grade A milk products, covering production, transportation, and processing.

Safety Modernization Act:

Requires comprehensive food safety plans, hazard analysis, and risk-based preventive controls.

Pasteurization

and Equipment Standards:

Strict requirements for pasteurizer design, including temperature recording devices (thermograph charts)

to be kept for 2 years.

Licensing and Inspections:

The Ohio Department of Agriculture Division of Dairy issues manufacturing licenses, mandates that raw

milk come from approved sources, and conducts sanitation inspections.

Requirements:

Regulations demand proper cleaning facilities, hand-washing stations, ventilation, waste disposal, and approved milk

storage tanks.

Processors must ensure all equipment, such as recording thermometers and flow diversion devices, is calibrated and

sealed by regulatory agencies.

Environmental

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 24, 2025, the Company has 11 employees and 3 consultants.

is conducted at both the federal and state level by the Environmental Protection Agency and by the Ohio Environmental Protection Agency

with respect to the following:

Water Act (CWA), specifically the Dairy Products Processing Effluent Guidelines:

Establishes effluent guidelines for dairy product

processing, restricting pollutants in wastewater directly or indirectly discharged into U.S.

National Pollutant Discharge Elimination System (NPDES) permits:

Required for direct discharges to ensure compliance with water quality

Regulates indirect dischargers who send wastewater to municipal treatment plants.

of April 13, 2026, the Company has 32 employees and 3 consultants.

information about segments and geographic areas

a result of the Acquisition, we operate in two reportable segments:

Frozen Beverages and Food, and Raw and Processed Milk.

are predominately sold within the United States.

Additional information about our product segments is available in Note 9 of the Notes

to Consolidated Financial Statements in this Annual Report on Form 10-K.

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