BARFRESH FOOD GROUP INC. 10-K

Item 1. Business. Corporate History and Background The 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. On 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”). Accordingly, we have two direct subsidiaries: Barfresh Corporation, Inc. (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. Business Overview Barfresh is a leader in the creation, manufacturing and distribution of ready-to-drink and ready-to-blend frozen beverages and food. The current portfolio of products includes smoothies, shakes, frappes and juice pops. Some of the key benefits of the products for the end consumers that drink the products include: ● From as little as 125-130 calories (per serving) ● Real fruit in every smoothie ● Dairy free options ● Kosher approved ● Gluten Free Following 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. Products Barfresh legacy products are packaged in four distinct formats. The 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. 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 flavors: strawberry banana, peach, and mango pineapple. 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. At only 125 -130 calories and with 5 grams of protein, it makes the perfect start to any day or on-the-go snack. 4 The 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 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 (“USDLA”) 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. Additionally, the Company offers WHIRLZ 100% Juice concentrate, which is sold at ambient temperatures and mixed in beverage dispensing equipment on a 5:1 ratio. The 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. In 2024, the Company introduced its ready-to-eat juice pop, “Pop & Go” ™ , with initial shipments in the fourth quarter of 2024. The product will initially be focused towards the National School Lunch and Smart Snacks in Schools Programs. Pop & Go ™ contains 4 oz of juice, no added sugars, preservatives or artificial flavors or colors, and comes in five flavors. Distribution The Company conducts sales through several channels, including National Accounts, Regional Accounts, and Broadline Distributors. Raw and processed milk is sold directly to the single customer for these products. Manufacturing In 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. As 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. Research and Development The Company incurred approximately $128,000 and $132,000 in research and development expenses for the years ended December 31, 2025 and 2024, respectively. Competition There is significant competition in the smoothie market at both the institutional and consumer purchasing level. The Company distributes products to institutional customers 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. 5 The 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. 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. There may also be new entrants to the smoothie market that may alter the current competitor landscape. Intellectual Property Barfresh 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. Governmental Approval and Regulation While 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 is critical to the Company’s business plan. As 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. Key regulatory areas for dairy processors include the following: ● Federal 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. ● Pasteurized Milk Ordinance: This is the national standard for Grade A milk products, covering production, transportation, and processing. ● Food 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. ● State 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. ● Operational 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 Laws Regulation 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: ● Clean 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. waters. ● EPA National Pollutant Discharge Elimination System (NPDES) permits: Required for direct discharges to ensure compliance with water quality standards. ● Pretreatment Standards: Regulates indirect dischargers who send wastewater to municipal treatment plants. 6 Employees As of April 13, 2026, the Company has 32 employees and 3 consultants. Financial information about segments and geographic areas As a result of the Acquisition, we operate in two reportable segments: Frozen Beverages and Food, and Raw and Processed Milk. All products 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.