AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of Report (Date of earliest event reported): October 15, 2014 (October 17, 2014)
FOOD GROUP INC.
name of registrant as specified in its charter)
or other jurisdiction
Madison Street, Suite 701
of principal executive offices)
telephone number, including area code: 303-329-3008
name or former address, if changed since last report.)
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
FOOD GROUP INC.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
(d) On October
15, 2014, the Board of Directors (“Board”) of Barfresh Food Group Inc., a Delaware corporation (the “Corporation”)
appointed Alice Elliot to serve as a director, filling a newly created vacancy.
is the founder and chief executive of The Elliot Group, a global retained executive search firm specializing in the hospitality,
foodservice, retail and service sectors. For more than 20 years, Ms. Elliot has hosted the exclusive invitation only ‘Elliot
Leadership Conference.’ She was a co-founder of ‘The Elliot Leadership Institute,’ a nonprofit organization
dedicated to leadership development and advancement in the foodservice industry, and is known for her philanthropic and educational
endeavors and contributions. Throughout her career, Ms. Elliot has received various industry honors, including the Trailblazer
Award from the Women’s Foodservice Forum and induction into the National Restaurant Association Educational Foundation’s
College of Diplomates. She was also recently named to the Nation’s Restaurant News list of the 50 Most Powerful People in
services as director, Mr. Elliot will receive options to purchase 150,000 shares of the Company’s $0.000001 par value common
stock at an exercise price of $0.54 per share. The options will vest on October 13, 2015 and will be exercisable for a period
of 5 years. There are no arrangements or understandings between Mr. Elliot and any other persons pursuant to which she was appointed
a director. There are no current or proposed transactions in which Ms. Elliot has a direct or indirect material interest in which
the Corporation is involved and in which the amount involved exceeds the lesser of $120,000 or one percent of the average of the
Corporations total assets at year end for the last two completed fiscal years.
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 duly authorized.
Barfresh Food Group Inc.,
a Delaware corporation
October 17, 2014
Chief Financial Officer