BARFRESH FOOD GROUP INC.
For the period ended Dec 31, 2025. Filed Apr 15, 2026.
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FY2025 · Filed Apr 15, 2026
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Item 8. Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
Los Angeles, California
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Barfresh Food Group Inc. (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risk of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which they relate.
Business Combination
As described in Note 11 to the Company’s consolidated financial statements, on October 3, 2025, the Company completed the acquisition of Arps Dairy, Inc. The Company accounted for the Arps Dairy, Inc., acquisition as a business combination and, accordingly, allocated the purchase price to the assets acquired and liabilities assumed based on their respective estimated fair values as of the date of acquisition. Management’s estimates of fair value included assumptions related to the value of property and equipment acquired.
We identified the accounting for the business combination as a critical audit matter because of the valuation of acquired property and equipment required especially challenging and subjective auditor judgement, involved the use of valuation specialists and the evaluation of significant management assumptions.
The primary procedures we performed to address this critical audit matter included:
| ● | Obtaining an understanding of management’s processes, controls and methodology used to determine the fair value of assets acquired and liabilities assumed; |
| ● | Evaluating the competence, capabilities, and objectivity of management’s valuation specialists and the reasonableness of the work performed; |
| ● | Assessing the valuation methodologies and significant assumptions used to estimate the fair value of the acquired property and equipment, including the involvement of our valuation specialists; |
| ● | Testing the completeness and accuracy of the underlying data used in management’s fair value estimates; and |
| ● | Testing the mathematical accuracy of the valuation models and related calculations. |
We have served as Barfresh Food Group Inc.’s auditor since 2012.
/s/Eide Bailly LLP
Denver, Colorado
April 15, 2026
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