Barfresh Food Group Inc美股招股说明书(2026-05-06版)

Up to 5,550,602 shares of Common Stock This prospectus relates to the registration of the resale or other distribution by the selling stockholders named herein (the “SellingStockholders”) of up to 5,550,602 shares of common stock of Barfresh Food Group Inc., par value $0.000001 per share (the “CommonStock”), consisting of: ●Up to 3,198,102 shares, which include (a) up to 2,595,862 shares issuable upon conversion of convertible promissorynotes (the “Conversion Shares”) in the aggregate amount of $7,528,000 (the “Notes”), and (b) up to 602,240 shares thatmay be paid as interest on the Notes, using an assumed price of $2.50 per share (the “Interest Shares”); and●Up to 2,352,500 shares (the “Warrant Shares”) issuable upon exercise of warrants (the “Warrants”) exercisable throughvarious dates in March 2030 at a price of $3.20 per share. The shares of Common Stock that may be sold by the Selling Stockholders are collectively referred to in this prospectus as the“Offered Securities.” Our registration of the resale of the Offered Securities does not mean that the Selling Stockholders will offer orsell any of the Offered Securities. We will not receive any of the proceeds from the sale by the Selling Stockholders of any of the Offered Securities. Upon anyexercise of the Warrants, however, we will receive the exercise price of the Warrants, which, if exercised in full would result in grossproceeds to us of approximately $7.5 million. However, we cannot predict when and in what amounts or if the Warrants will beexercised, and it is possible that the Warrants may expire and never be exercised, in which case we would not receive any cashproceeds. We will bear all costs, expenses and fees in connection with the registration of the resale of the Offered Securities. TheSelling Stockholders will bear all commissions and discounts, if any, attributable to their respective sales of the Offered Securities. The Offered Securities being offered for resale in this prospectus represent a substantial percentage of the total outstanding sharesof our Common Stock as of April 24, 2026. Assuming the issuance of all of the Offered Securities being registered for resale pursuantto this prospectus to the Selling Stockholders, the Offered Securities would represent approximately 25.6% of the then outstandingCommon Stock as of April 24, 2026. The resale of the Offered Securities, or the perception that these sales could occur, pursuant tothis prospectus, could result in a significant decline in the public trading price of our Common Stock. The Selling Stockholders may offer and sell the securities covered by this prospectus in a number of different ways and at varyingprices. We provide more information about how the Selling Stockholders may sell the securities in the section titled “Plan ofDistribution.” You should carefully read this prospectus, and any applicable prospectus supplement, before you invest in any of our securities. The shares of Common Stock are listed on Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “BRFH. On April 23, 2026,the last sale price of the Common Stock as reported on Nasdaq was $2.67 per share. We are a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply withcertain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. See “Implicationsof being a Smaller Reporting Company.” Investing in our securities involves risks. You should carefully read and consider the risk factors included in our periodicreports filed with the Securities and Exchange Commission (the “SEC”), in any applicable prospectus supplement relating to aspecific offering of securities and in any other documents we file with the SEC. See the section entitled “Risk Factors” on page4 of this prospectus, in our other filings with the SEC and in the applicable prospectus supplement. Neither the SEC nor any state securities commission has approved or disapproved of these securities, or determined if thisprospectus or any prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is April 24, 2026. TABLE OF CONTENTS PageAbout this ProspectusiiImplications of Being a Smaller Reporting CompanyiiiProspectus Summary1The Offering3Risk Factors4Cautionary Note Regarding Forward-Looking Statements14Use of Proceeds14Selling Stockholders15Description of Securities17Plan of Distribution18Legal Matters19Experts19Where You Can Find More Information19Incorporation by Reference20 ABOUT THIS PROSPECTUS This prospectus relates to the resale by the Selling Stockholders identified in this prospectus under the caption “SellingStockholders,” from time to time, of up to an aggregate of 5,550,602 shares of Common Stock. We are not selling any shares ofCommon Stock under this prospectus, and we will not receive any proceeds from the sale of shares of Common Stock offered here