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BRFH > SEC Filings for BRFH > Form 8-K on 20-Dec-2013All Recent SEC Filings

Show all filings for BARFRESH FOOD GROUP INC.



Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities.

On December 20, 2013, Barfresh Food Group, Inc. (the "Company") completed the placement of $775,000 in Promissory Notes ("Notes") to accredited investors. The notes bear interest at a rate of 2% and are due and payable on December 20, 2014, with certain provisions for extension. In addition to the Notes, the Company issued to the holders warrants to purchase 1,291,667 shares of the Company's common stock for a purchase price of $0.45 per share. No solicitation was made and no underwriting discounts were given or paid in connection with this transaction. The Company believes that the issuance of the Notes and warrants are exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933.

Of the $775,000, $100,000 of the Notes were placed with an Officer and Director of the Company and $100,000 of the Notes were placed with a Director of the Company. In addition $500,000 of the Notes were placed with Lazarus Investment Partners LLP, a greater than 10% shareholder of the Company.

The net proceeds will be used for the recent purchase of the international intellectual property rights and for general corporate and working capital purposes in connection therewith.


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