UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________________ to ___________________
Commission
File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller reporting company | |
| Emerging growth company |
If an emerging growth company, indicate by the check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: shares as of August 11, 2025.
TABLE OF CONTENTS
Page Number | ||
| PART I - FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements. | 3 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 14 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk. | 18 |
| Item 4. | Controls and Procedures. | 18 |
| PART II - OTHER INFORMATION | 19 | |
| Item 1. | Legal Proceedings. | 19 |
| Item 1A. | Risk Factors. | 19 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 19 |
| Item 3. | Defaults Upon Senior Securities. | 19 |
| Item 4. | Mine Safety Disclosures. | 19 |
| Item 5. | Other Information. | 19 |
| Item 6. | Exhibits. | 19 |
| SIGNATURES | 20 | |
| 2 |
Item 1. Financial Statements.
Barfresh Food Group Inc.
Condensed Consolidated Balance Sheets
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (unaudited) | (audited) | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Trade accounts receivable, net | ||||||||
| Other receivables | ||||||||
| Inventory, net | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property, plant and equipment, net of depreciation | ||||||||
| Intangible assets, net of amortization | ||||||||
| Other non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Line of credit | $ | $ | ||||||
| Accounts payable | ||||||||
| Disputed co-manufacturer accounts payable (Note 4) | ||||||||
| Accrued expenses | ||||||||
| Accrued payroll and employee related expenses | ||||||||
| Financing agreements - current | ||||||||
| Total current liabilities | ||||||||
| Financing agreements | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ equity: | ||||||||
| Preferred stock, $ par value, shares authorized, issued or outstanding | ||||||||
| Common stock, $ par value; shares authorized; and shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
See the accompanying notes to the condensed consolidated financial statements
| 3 |
Barfresh Food Group Inc.
Condensed Consolidated Statements of Operations
For the three and six months ended June 30, 2025 and 2024
(Unaudited)
For the three months ended June 30, | For the six months ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling, marketing and distribution | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest expense | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Per share information - basic and fully diluted: | ||||||||||||||||
| Weighted average shares outstanding | ||||||||||||||||
| Net loss per share | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
See the accompanying notes to the condensed consolidated financial statements
| 4 |
Barfresh Food Group Inc.
Condensed Consolidated Statements of Cash Flows
For the six months ended June 30, 2025 and 2024
(Unaudited)
| 2025 | 2024 | |||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
| Stock-based compensation | ||||||||
| Depreciation and amortization | ||||||||
| Gain on asset disposal | ||||||||
| Amortization of line of credit discount | ||||||||
| Changes in assets and liabilities | ||||||||
| Accounts receivable | ||||||||
| Other receivables | ||||||||
| Inventories | ( | ) | ( | ) | ||||
| Prepaid expenses and other assets | ||||||||
| Accounts payable | ( | ) | ( | ) | ||||
| Accrued expenses | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Investing activities | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Financing activities | ||||||||
| Borrowings under line of credit | ||||||||
| Repayment of line of credit | ( | ) | ||||||
| Issuance of convertible debt | ||||||||
| Financing agreement payments | ( | ) | ||||||
| Issuance of common stock, net of $ | ||||||||
| Shares repurchased for income tax withholding under stock compensation program | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| Net increase (decrease) in cash | ( | ) | ||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Non-cash financing and investing activities: | ||||||||
| Convertible notes issued in exchange for trade payables | $ | $ | ||||||
| Conversion of debt and interest to equity | $ | $ | ||||||
| Financed acquisition of long-term assets | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
See the accompanying notes to the condensed consolidated financial statements
| 5 |
Barfresh Food Group Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 2025
(Unaudited)
Note 1. Description of the Business, Basis of Presentation, and Summary of Significant Accounting Policies
Barfresh Food Group Inc., (“we,” “us,” “our,” and the “Company”) was incorporated on February 25, 2010 in the State of Delaware. The Company is engaged in the manufacturing and distribution of ready-to-drink and ready-to-blend beverages, particularly, smoothies, shakes and frappes.
Basis of Presentation
The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the fiscal year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K, as filed with the SEC on March 27, 2025. In management’s opinion, the unaudited interim condensed consolidated financial statements reflect all adjustments, which are of a normal and recurring nature, that are necessary for a fair presentation of financial results for the interim periods presented. Operating results for any quarter are not necessarily indicative of the results for the full fiscal year.
Principles of Consolidation
The consolidated financial statements include the financial statements of the Company and our wholly owned subsidiaries, Barfresh Inc. and Barfresh Corporation Inc. (formerly known as Smoothie, Inc.). All inter-company balances and transactions among the companies have been eliminated upon consolidation.
Use of Estimates
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the years reported. Actual results may differ from these estimates.
Vendor Concentrations
The
Company is exposed to supply risk as a result of concentration in its vendor base resulting from the use of a limited number of contract
manufacturers. Purchases from the Company’s significant contract manufacturers as a percentage of all finished goods purchased
were as follows:
For the three months ended June 30, | For the six months ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Manufacturer A | % | % | % | % | ||||||||||||
| Manufacturer B | % | % | % | % | ||||||||||||
| Other Manufacturers | % | % | % | % | ||||||||||||
Manufacturer A has notified the Company that it will cease supplying the Twist & Go smoothie bottles in February 2026. Manufacturer B, which currently makes Twist & Go smoothie cartons, is currently installing bottling equipment which is expected to be operational in January 2026 with approximately 400% additional capacity over Manufacturer A. The Company continues to explore other arrangements to further secure its supply.
| 6 |
Summary of Significant Accounting Policies
There have been no changes to our significant accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 27, 2025 that have had a material impact on our condensed consolidated financial statements and related notes.
Financial Instruments
The Company’s financial instruments consist of cash, accounts receivable and accounts payable. The carrying value of the Company’s financial instruments approximates their fair value.
Accounts Receivable and Allowances
Accounts
receivable are recorded and carried at the original invoiced amount less allowances for credits and for any potential uncollectible amounts
due to credit losses. We make estimates of the expected credit and collectability trends for the allowance for credit losses based on
our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our
customers, current economic conditions, and other factors that may affect our ability to collect from our customers. Expected credit
losses are recorded as general and administrative expenses on our condensed consolidated statements of operations. As of June 30, 2025
and December 31, 2024, there was
Revenue Recognition
In accordance with ASC 606, Revenue from Contracts with Customers, revenue is recognized when a customer obtains ownership of promised goods. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods. The Company applies the following five steps:
| 1) | Identify the contract with a customer |
A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for goods or services that are transferred is probable. For the Company, the contract is the approved sales order, which may also be supplemented by other agreements that formalize various terms and conditions with customers.
| 2) | Identify the performance obligation in the contract |
Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer. For the Company, this consists of the delivery of frozen beverages, which provide immediate benefit to the customer.
| 3) | Determine the transaction price |
The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods and is generally stated on the approved sales order. Variable consideration, which typically includes rebates or discounts, are estimated utilizing the most likely amount method. Provisions for refunds are generally provided for in the period the related sales are recorded, based on management’s assessment of historical and projected trends.
| 4) | Allocate the transaction price to performance obligations in the contract |
Since the Company’s contracts contain a single performance obligation, delivery of frozen beverages, the transaction price is allocated to that single performance obligation.
| 7 |
| 5) | Recognize revenue when or as the Company satisfies a performance obligation |
The Company recognizes revenue from the sale of frozen beverages when title and risk of loss passes and the customer accepts the goods, which generally occurs at the time of delivery to a customer warehouse. Customer sales incentives such as volume-based rebates or discounts are treated as a reduction of sales at the time the sale is recognized. Shipping and handling costs are treated as fulfilment costs and presented in distribution, selling and administrative costs.
Payments that are received before performance obligations are recorded are shown as current liabilities.
The Company evaluated the requirement to disaggregate revenue and concluded that substantially all of its revenue comes from a single product, frozen beverages.
Storage and Shipping Costs
Storage
and outbound freight costs are included in selling, marketing and distribution expense. For the three months ending June 30, 2025 and
2024, storage and outbound freight totaled approximately $
Research and Development
Expenditures
for research activities relating to product development and improvement are charged to expense as incurred. The Company incurred approximately
$
For the three and six months ended June 30, 2025 and 2024 common stock equivalents have not been included in the calculation of net loss per share as their effect is anti-dilutive as a result of losses incurred.
Recent Pronouncements
From time to time, new accounting pronouncements are issued that we adopt as of the specified effective date. We have not determined if the impact of recently issued standards that are not yet effective will have an impact on our results of operations and financial position.
Note 2. Inventory
Inventory consists of the following:
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Raw materials and packaging | $ | $ | ||||||
| Finished goods | ||||||||
| Inventory, net | $ | $ | ||||||
| 8 |
Note 3. Property Plant and Equipment
Property and equipment, net consist of the following:
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Manufacturing equipment | $ | $ | ||||||
| Customer equipment | ||||||||
| Construction in progress | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net of depreciation | $ | $ | ||||||
Depreciation
expense related to these assets was approximately $
Note 4. Commitments and Contingencies
Lease Commitments
The
Company leases office space under a non-cancellable operating lease which expired on
Legal Proceedings
Schreiber Dispute
The
Company’s products are produced to its specifications through several contract manufacturers. One of the Company’s contract
manufacturers (the “Manufacturer”) provided approximately
Over
the course of 2022, the Company experienced numerous quality issues with the case packaging utilized by the Manufacturer. In addition,
in July of 2022, the Company began receiving customer complaints about the texture of the Company’s smoothie products produced
by the Manufacturer. In response, the Company withdrew product from the market and destroyed on-hand inventory, withholding $
The Company attempted to resolve the issues based on the contractual procedures described in the Supply Agreement. However, on November 4, 2022, in response to a formal proposal of alternate resolutions, the Company received notification from the Manufacturer that it was denying any responsibility for the defective manufacture of the product. In response, on November 10, 2022, the Company filed a complaint in the United States District Court for the Central District of California, Western Division (the “Complaint”), claiming that the Manufacturer had not met its obligations under the Supply Agreement, and seeking economic damages. In response, the Manufacturer terminated the Supply Agreement. On January 20, 2023, the Company filed a voluntary dismissal of the Complaint which allowed the parties to reach a potential resolution outside of the court system. However, as the parties were once again unable to come to an agreement, the Company re-filed the Complaint in California State Court in August 2023 and continues to progress through the court system.
| 9 |
In May 2024, the Company entered into a non-recourse litigation financing arrangement which is expected to be adequate to pursue the Complaint to conclusion.
Due to the uncertainties surrounding the claim, the Company is not able to predict either the outcome or a range of reasonably possible recoveries that could result from its actions against the Manufacturer, and no gain contingencies have been recorded. The disruption in its supply resulting from the dispute has and will continue to adversely impact the Company’s results of operations and cash flow until a suitable resolution is reached or new sources of reliable supply at sufficient volume can be identified and developed, the timing of which is uncertain. The Company has mitigated the impact of the supply disruption with the introduction of its single-serve smoothie cartons; however the product format has not been accepted by some customers or as a substitute for the bottle product in all use cases.
Other legal matters
From
time to time, various lawsuits and legal proceedings may arise in the ordinary course of business. However, litigation is subject to
inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are
currently the defendant in one legal proceeding for an amount less than $
Note 5. Debt
Line of Credit
In
August 2024, the Company secured receivables financing of $
Financing Agreements
In
2024, the Company entered into financing agreements to purchase equipment and software as a service, with imputed or stated interest
of
Amounts
due under the agreements are as follows as of June 30, 2025:
| 2025 (6 months) | $ | |||
| 2026 | ||||
| Total payments due | ||||
| Less: interest | ( | ) | ||
| Less: current portion | ( | ) | ||
| Financing agreements | $ |
Convertible Notes
From
July 2023 to March 2024, the Company executed subscription agreements for substantially all of a $
| 10 |
On
October 23, 2023, the Company drew down $
Note 6. Stockholders’ Equity
The following are changes in stockholders’ equity for the six months ended June 30, 2024 and 2025:
| Additional | ||||||||||||||||||||
| Common Stock | paid in | Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | (Deficit) | Total | ||||||||||||||||
| Balance December 31, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Issuance of common stock for equity compensation, net of shares repurchased for income tax withholding | ( | ) | ( | ) | ||||||||||||||||
| Equity-based compensation expense | - | |||||||||||||||||||
| Conversion of debt and interest (Note 5) | ||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance June 30, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Additional | ||||||||||||||||||||
| Common Stock | paid in | Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | (Deficit) | Total | ||||||||||||||||
| Balance December 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Issuance of common stock for equity compensation, net of shares repurchased for income tax withholding | ( | ) | ( | ) | ||||||||||||||||
| Equity-based compensation expense | - | |||||||||||||||||||
| Registered issuance of common stock | ||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance June 30, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
On February 5, 2025, the Company entered into securities purchase agreements with several investors, pursuant to which the Company sold an aggregate of shares of common stock at a price of $ per share in a registered direct offering.
Warrants
There are warrants outstanding as of June 30, 2025.
Equity Incentive Plan
As of June 30, 2025, the Company has $ of total unrecognized share-based compensation expense relative to unvested options, stock awards and stock units, which is expected to be recognized over the remaining weighted average period of years.
| 11 |
Stock Options
| Number of Options | Weighted average exercise price per share | Remaining term in years | ||||||||||
| Outstanding on December 31, 2024 | $ | |||||||||||
| Issued | $ | |||||||||||
| Forfeited | ||||||||||||
| Expired | ( | ) | $ | |||||||||
| Outstanding on June 30, 2025 | $ | |||||||||||
| Exercisable, June 30, 2025 | $ | |||||||||||
| 2025 | ||||
| Expected term (in years) | ||||
| Expected volatility | % | |||
| Risk-free interest rate | % | |||
| Expected dividends | $ | |||
| Weighted average grant date fair value per share | $ | |||
Restricted Stock
| Number of shares | Weighted average grant date fair value | |||||||
| Unvested at January 1, 2025 | $ | |||||||
| Granted | $ | |||||||
| Forfeited | ( | ) | $ | |||||
| Vested | ( | ) | $ | ( | ) | |||
| Unvested at June 30, 2025 | $ | |||||||
| 12 |
Performance Share Units
During 2023 and 2024, the Company issued performance share units (“PSUs”) that represented shares potentially issuable based upon Company and individual performance in the years of issuance.
Number of shares | Weighted average grant date fair value | |||||||
| Unvested January 1, 2025 | $ | |||||||
| Vested | ( | ) | $ | |||||
| Issued | $ | |||||||
| Unvested at June 30, 2025 | $ | |||||||
Note 7. Income Taxes
ASC
740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of evidence, it is more than likely
than not that some portion or all the deferred tax assets will not be recognized. Accordingly, at this time the Company has placed a
valuation allowance on all tax assets. As of June 30, 2025, the estimated effective tax rate for 2025 was
There are open statutes of limitations for taxing authorities in federal and state jurisdictions to audit our tax returns from 2019 through the current period. Our policy is to account for income tax related interest and penalties in income tax expense in the statement of operations.
For the three and six months ended June 30, 2025 and 2024, the Company did not incur any interest and penalties associated with tax positions. As of June 30, 2025, the Company did not have any significant unrecognized uncertain tax positions.
Note 8. Liquidity
During
the six months ended June 30, 2025, the Company used $
The Company has a history of operating losses and negative cash flow, which are expected to improve with growth. As described more fully in Note 4, the dispute and subsequent contract termination with the Manufacturer has resulted in limitations in the Company’s ability to procure certain products necessary to achieve our growth projections and in elevated legal costs.
To
mitigate the impact of procurement constraints, the Company builds inventory in anticipation of third quarter seasonal requirements,
and has invested in materials necessary to carry out trials and initial production runs at new co-manufacturers. The Company secured
a receivables-based line of credit in August 2024 of $
The financial position at June 30, 2025 and historical results raise substantial doubt about the Company’s ability to continue as a going concern. As described, the Company has completed steps to mitigate dispute related issues and raise capital. The actions taken have resulted in the alleviation of the substantial doubt about the Company’s ability to continue as a going concern.
| 13 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion should be read in conjunction with the financial information included elsewhere in this Quarterly Report on Form 10-Q (this “Report”), including our unaudited condensed consolidated financial statements and the related notes and with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 27, 2025, and other reports that we file with the SEC from time to time.
References in this Quarterly Report on Form 10-Q to “us”, “we”, “our” and similar terms refer to Barfresh Food Group Inc.
Cautionary Note Regarding Forward-Looking Statements
This discussion includes forward-looking statements, as that term is defined in the federal securities laws, based upon current expectations that involve risks and uncertainties, such as plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. Words such as “anticipate”, “estimate”, “plan”, “continuing”, “ongoing”, “expect”, “believe”, “intend”, “may”, “will”, “should”, “could” and similar expressions are used to identify forward-looking statements.
We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based. Any one or more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.
Critical Accounting Policies
Our consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
Results of Operations
Results of Operation for the Three Months Ended June 30, 2025 as Compared to the Three Months Ended June 30, 2024
Revenue and cost of revenue
Revenue increased $161,000, or 11%, to $1,625,000 in 2025 as compared to $1,464,000 in 2024.
We have been able to expand our capacity on a limited basis at our existing smoothie bottle manufacturer and have been developing an additional manufacturer relationship since the fourth quarter of 2024, after the candidate we contracted with in July 2024 was unable to produce product due to insufficient labor and inadequate equipment, and a second candidate was in production trials and only able to package product made at other locations until new equipment that had been ordered arrived and was installed. We expect expanded capacity to become available in the second half of 2025, subject to the risks and uncertainties associated with early-stage production activities, which, along with other contracting and investing activities, including additional capacity from new bottling equipment installed at an existing manufacturer of smoothie cartons, are expected to offset the loss of our existing manufacturer in February 2026
Cost of revenue increased $164,000, or 17%, to $1,119,000 in 2025 as compared to $955,000 in 2024. Cost of revenue increased at a higher rate compared to revenue due to trial costs at our new manufacturer and elevated costs to supply product in a sub-optimal manner while the production process at a new manufacturer is under development.
Our gross profit was $506,000 (31.1%) and $509,000 (34.8%) for 2025 and 2024, respectively. Excluding production relocation costs, our gross profit was $514,000 in 2024 (35.1%). The reduction in gross margin is a result of product mix and new manufacturer trial and development costs.
| 14 |
Selling, marketing and distribution expense
Our operations were primarily directed towards increasing sales and expanding our distribution network.
Three months ended June 30, | Three months ended June 30, | |||||||||||||||
| 2025 | 2024 | Change | Percent | |||||||||||||
| Sales and marketing | $ | 358,000 | $ | 366,000 | $ | (8,000 | ) | -2 | % | |||||||
| Storage and outbound freight | 276,000 | 217,000 | 59,000 | 27 | % | |||||||||||
| $ | 634,000 | $ | 583,000 | $ | 51,000 | 9 | % | |||||||||
Our operations in 2025 were primarily directed towards increasing sales and expanding our distribution network.
Selling, marketing and distribution expense increased approximately $51,000 (9%) from approximately $583,000 in 2024 to $634,000 in 2025.
Sales and marketing expense decreased approximately $8,000 (2%) from approximately $366,000 in 2024 to $358,000 in 2025.
Storage and outbound freight expense increased approximately $59,000 (27%) from approximately $217,000 in 2024 to $276,000 in 2025, primarily because our product mix was more heavily weighted toward categories with less concentrated distribution.
General and administrative expense
Three months ended June 30, | Three months ended June 30, | |||||||||||||||
| 2025 | 2024 | Change | Percent | |||||||||||||
| Personnel costs | $ | 292,000 | $ | 341,000 | $ | (49,000 | ) | -14 | % | |||||||
| Stock-based compensation | 139,000 | 214,000 | (75,000 | ) | -35 | % | ||||||||||
| Legal, professional and consulting fees | 30,000 | 59,000 | (29,000 | ) | -49 | % | ||||||||||
| Research and development | 31,000 | 17,000 | 14,000 | 82 | % | |||||||||||
| Other general and administrative expenses | 181,000 | 234,000 | (53,000 | ) | -23 | % | ||||||||||
| $ | 673,000 | $ | 865,000 | $ | (192,000 | ) | -22 | % | ||||||||
General and administrative expenses decreased approximately $192,000 (22%) from approximately $865,000 in 2024 to $673,000 in 2025.
Personnel cost represents the cost of employees including salaries, bonuses, employee benefits and employment taxes. Personnel cost decreased by approximately $49,000 (14%) from approximately $341,000 in 2024 to $292,000 in 2025. The decrease in personnel cost resulted from a decreased head count.
Stock-based compensation decreased by approximately $75,000 from $214,000 in 2024 to $139,000 in 2025 as a result of lower expected attainment under our performance stock unit program and a reduction in the size of our board of directors.
Legal, professional and consulting fees decreased by approximately $29,000 (49%) from $59,000 in 2024 to $30,000 in 2025 due to funding the Schrieber litigation through non-recourse litigation funding starting in Q3, 2024.
Other general and administrative expenses decreased by approximately $53,000 (23%) due to the non-recurrence of recruitment costs incurred in the second quarter of 2024.
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Net loss
We had net losses of approximately $880,000 and $1,011,000 for the three-month periods ended June 30, 2025 and 2024, respectively. The decrease in net loss of approximately $131,000 was primarily due to the reduction in general and administrative expense, partially offset by increased storage and freight costs. Gross profit was relatively flat, as the 3.6 percentage point reduction in gross margin offset the increase in revenue. We expect our gross margin to normalize in the second half of 2025 as new co-manufacturers are operating at full capacity and capability, improving our supply and cost structure.
Results of Operation for the Six Months Ended June 30, 2025 as Compared to the Six Months Ended June 30, 2024
Revenue and cost of revenue
Revenue increased $262,000, or 6%, to $4,555,000 in 2025 as compared to $4,293,000 in 2024.
Cost of revenue increased $535,000, or 20%, to $3,149,000 in 2025 as compared to $2,614,000 in 2024. Cost of revenue increased at a higher rate compared to revenue due to trial costs at our new manufacturer and elevated costs to supply product in a sub-optimal manner while the production process at a new manufacturer is under development.
Our gross profit was $1,406,000 (30.9%) and $1,679,000 (39.1%) for 2025 and 2024, respectively. Excluding production relocation costs, our gross profit was $1,729,000 in 2024 (40.3%). The reduction in gross margin is a result of product mix and new manufacturer trial and development costs.
Selling, marketing and distribution expense
Six months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2025 | 2024 | Change | Percent | |||||||||||||
| Sales and marketing | $ | 791,000 | $ | 698,000 | $ | 93,000 | 13 | % | ||||||||
| Storage and outbound freight | 667,000 | 581,000 | 86,000 | 15 | % | |||||||||||
| $ | 1,458,000 | $ | 1,279,000 | $ | 179,000 | 14 | % | |||||||||
Selling, marketing and distribution expense increased approximately $179,000 (14%) from approximately $1,279,000 in 2024 to $1,458,000 in 2025.
Sales and marketing expense increased approximately $93,000 (13%) from approximately $698,000 in 2024 to $791,000 in 2025. The increase is a result of personnel costs and broker commissions. Additionally, sample expense increased as a result of the launch of our Pop & Go product.
Storage and outbound freight expense increased approximately $86,000 (15%) from approximately $581,000 in 2024 to $667,000 in 2025, primarily because our product mix was more heavily weighted toward categories with less concentrated distribution. Additionally, shortages of Twist & Go bottles resulted in freight inefficiencies in an effort to mitigate late deliveries to the extent possible.
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General and administrative expense
Six months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2025 | 2024 | Change | Percent | |||||||||||||
| Personnel costs | $ | 665,000 | $ | 603,000 | $ | 62,000 | 10 | % | ||||||||
| Stock based compensation | 297,000 | 517,000 | (220,000 | ) | -43 | % | ||||||||||
| Legal, professional and consulting fees | 111,000 | 215,000 | (104,000 | ) | -48 | % | ||||||||||
| Research and development | 49,000 | 47,000 | 2,000 | 4 | % | |||||||||||
| Other general and administrative expenses | 298,000 | 335,000 | (37,000 | ) | -11 | % | ||||||||||
| $ | 1,420,000 | $ | 1,717,000 | $ | (297,000 | ) | -17 | % | ||||||||
General and administrative expenses decreased approximately $297,000 (17%) from approximately $1,717,000 in 2024 to $1,420,000 in 2025.
Personnel cost increased by approximately $62,000 (10%) from approximately $603,000 in 2024 to $665,000 in 2025. The increase in personnel cost resulted from increased head count, and the non-recurrence of settling paid time off obligations in stock in 2024.
Stock-based compensation decreased by approximately $220,000 from $517,000 in 2024 to $297,000 in 2025 as a result of lower expected attainment under our performance stock unit program and a reduction in the size of our board of directors.
Legal, professional and consulting fees decreased by approximately $104,000 (48%) from $215,000 in 2024 to $111,000 in 2025 due to funding the Schrieber litigation through non-recourse litigation funding starting in Q3, 2024.
Other general and administrative expenses decreased by approximately $37,000 (11%) due to due to the non-recurrence of recruitment costs incurred in the second quarter of 2024, partially offset by $46,000 in business development costs.
Net loss
We had net losses of approximately $1,641,000 and $1,460,000 for the six-month periods ended June 30, 2025 and 2024, respectively. While revenue increased 6%, the increase in net loss of approximately $181,000 was primarily the result of an 8.2 percentage point decrease in gross margin and a 14% increase in selling, marketing and distribution cost, partially offset by lower general and administrative costs. We expect our gross margin to normalize in the second half of 2025 as new co-manufacturers are operating at full capacity and capability, improving our supply and cost structure.
Liquidity and Capital Resources
From July 2023 to March 2024, we executed subscription agreements for substantially all of a $2,000,000 privately placed convertible debt offering. The debt was available to be drawn in 25% increments, maturing on the anniversary of the draw, bearing interest at 10% per annum for the term, regardless of earlier payment or conversion, and was mandatorily convertible as to principal and interest into shares of our common stock at any time prior to maturity at the greater of $1.20 or 85% of the volume-weighted average price of the common stock for the ten trading days immediately preceding the written notice of the conversion (the “Conversion Price”). If we had not exercised the mandatory conversion, the holder of the debt had the option after six months and on up to four occasions to convert all or any portion of the principal and interest into shares of our common stock at the Conversion Price. On October 23, 2023, we issued $1,390,000 of convertible notes pursuant to the subscription agreements, and immediately converted $1,207,000 of principal and interest into approximately 820,000 shares of common stock. Additionally, on December 19, 2023, we drew down $470,000 in convertible debt and converted a total of $653,000 of principal and $4,000 of accrued interest into 495,331 shares of common stock. Finally, on March 27 and 29, 2024, we drew down $136,000 in convertible debt and converted the total drawn into 124,208 shares, settling all debt.
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On February 5, 2025, we entered into securities purchase agreements with several investors, pursuant to which we sold an aggregate of 1,052,793 shares of common stock at a price of $2.85 per share in a registered direct offering.
During the six months ended June 30, 2025, we used $1,575,000 in operations. Our net loss adjusted for non-cash operating expenses was a loss of $1,184,000, while changes in current assets and liabilities used $391,000 primarily because of an investment of $342,000 in inventory and decreases of $364,000 in accounts payable and accrued expenses, partially offset by an decrease in accounts receivable of $278,000. The changes reflect the build of inventory in an effort to minimize the impact of production capacity constraints and the collection of receivables from higher revenue volume at the education channel’s seasonal low point.
As of June 30, 2025, we had working capital of $2,101,000 compared with $606,000 at December 31, 2024, both excluding disputed accounts payable of $499,000 resulting from our dispute with the Manufacturer. The increase in working capital is primarily due to capital raised in the six months ended June 30, 2025 through the sale of common stock, partially offset by losses incurred in the six months ended June 30, 2025.
Our liquidity needs will depend on how quickly we are able to profitably ramp up sales, as well as our ability to control and reduce variable operating expenses, and to continue to control fixed overhead expense.
Our operations to date have been financed by the sale of securities, the issuance of convertible debt and the issuance of short-term debt. If we are unable to generate sufficient cash flow from operations with the capital raised we will be required to raise additional funds either in the form of equity or in the form of debt. There are no assurances that we will be able to generate the necessary capital to carry out our current plan of operations.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expense, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not required because we are a smaller reporting company.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Securities and Exchange Act of 1934 Rule 13(a)-15(e). Disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed in the reports that we file or submit under the Exchange Act has been appropriately recorded, processed, summarized, and reported on a timely basis and are effective in ensuring that such information is accumulated and communicated to the Company’s management, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures as of June 30, 2025, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
None.
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PART II- OTHER INFORMATION
Item 1. Legal Proceedings.
As described in Note 4, the Company has an on-going dispute with the Manufacturer, the outcome of which cannot be predicted at this time.
From time to time, various lawsuits and legal proceedings may arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently the defendant in one legal proceeding for an amount less than $100,000. Our legal counsel and management believe a material unfavorable outcome to be remote.
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 COVD-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 to replace and increase that volume. However, there can be no assurance that our plans to replace the lost volume will be successful.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the quarter ended June 30, 2025, the Company issued 19,920 to two members of its board of directors in settlement of vested restricted stock units for services valued at $50,000. The Company relied upon the exemption from registration contained in Rule 506(b) and Section 4(a)(2) of the Securities Act, and corresponding provisions of state securities laws, on the basis that (i) offers were made to a limited number of persons, (ii) each offer was made through direct communication with the offerees by the Company, (iii) each of the offerees had the requisite sophistication and financial ability to bear risks of investing in the Company’s common stock, (iv) the Company provided disclosure to the offerees, and (v) there was no general solicitation and no commission or remuneration was paid in connection with the offers.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
Item 6. Exhibits.
| Exhibit No. | Description | |
| 31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) (filed herewith) | |
| 31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) (filed herewith) | |
| 32.1 | Certification pursuant to 18 U.S.C. Section 1350 (furnished herewith) | |
| 101.INS | Inline XBRL Instance Document* | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document* | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document* | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document* | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document* | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| *XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. | ||
| In accordance with SEC Release 33-8238, Exhibit 32.1 is furnished and not filed. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BARFRESH FOOD GROUP INC. | ||
| Date: August 13, 2025 | By: | /s/ Riccardo Delle Coste |
| Riccardo Delle Coste | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: August 13, 2025 | By: | /s/ Lisa Roger |
| Chief Financial Officer | ||
| (Principal Financial Officer) |
| 20 |