BARFRESH FOOD GROUP INC.

S-11 forms-1.htm S-1

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Barfresh Food Group Inc.

(Exact name of registrant as specified in its charter)

3600 Wilshire Blvd., Suite 1720

Los Angeles, California 9010

(310) 598-7113

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Riccardo Delle Coste

President and Chief Executive Officer

Barfresh Food Group Inc.

12100 Wilshire Blvd., 8 th Floor

Los Angeles, California 90025

(310) 598-7113

(Name, address, including zip code, and telephone number, including area code, of registrant’s agent for service)

With copies to:

Fay Matsukage

Doida Crow Legal LLC

7979 East Tufts Avenue, Suite 1750

Denver, Colorado 80237

(720) 306-1001

**Approximate date of commencement of proposed sale to the public:**As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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:

If an emerging growth company, indicate by 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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting offers to buy these securities, in any state where the offer or sale of these securities is not permitted.

SUBJECT TO COMPLETION, DATED _________, 2026

PRELIMINARY PROSPECTUS

BARFRESH FOOD GROUP INC.

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 “Selling Stockholders”) of up to 5,550,602 shares of common stock of Barfresh Food Group Inc., par value $0.000001 per share (the “Common Stock”), consisting of:

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 or sell 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 any exercise of the Warrants, however, we will receive the exercise price of the Warrants, which, if exercised in full would result in gross proceeds to us of approximately $7.5 million. However, we cannot predict when and in what amounts or if the Warrants will be exercised, and it is possible that the Warrants may expire and never be exercised, in which case we would not receive any cash proceeds. We will bear all costs, expenses and fees in connection with the registration of the resale of the Offered Securities. The Selling 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 shares of our Common Stock as of April 15, 2026. Assuming the issuance of all of the Offered Securities being registered for resale pursuant to this prospectus to the Selling Stockholders, the Offered Securities would represent approximately 20.4% of the then outstanding Common Stock as of April 15, 2026. The resale of the Offered Securities, or the perception that these sales could occur, pursuant to this 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 varying prices. We provide more information about how the Selling Stockholders may sell the securities in the section titled “Plan of Distribution.”

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 , 2026, the last sale price of the Common Stock as reported on Nasdaq was $___ per share.

We are a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. See “Implications of being a Smaller Reporting Company.”

Investing in our securities involves risks. You should carefully read and consider the risk factors included in our periodic reports filed with the Securities and Exchange Commission (the “SEC”), in any applicable prospectus supplement relating to a specific offering of securities and in any other documents we file with the SEC. See the section entitled “Risk Factors” on page 4 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 this prospectus or any prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026.

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