Sec Form 4 Filing - Ibex Investors LLC @ BARFRESH FOOD GROUP INC. - 2020-09-23

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Ibex Investors LLC
2. Issuer Name and Ticker or Trading Symbol
BARFRESH FOOD GROUP INC. [ BRFH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
260 N. JOSEPHINE STREET, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
09/23/2020
(Street)
DENVER, CO80206
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/23/2020 J( 3 )( 4 ) 1,285,714 ( 3 ) ( 4 ) A $ 0.35 ( 3 ) ( 4 ) 4,285,714 ( 3 ) ( 4 ) I By: Justin Borus ( 1 ) ( 2 )
Common Stock 14,442,766 I By: Ibex Microcap Fund LLLP ( 1 ) ( 2 )
Common Stock 3,000 I By: Lazarus Macro Micro Partners LLLP ( 1 ) ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (right to buy) $ 0.45 ( 3 ) ( 4 ) 09/23/2020 J( 3 )( 4 ) 642,857 ( 3 ) ( 4 ) 09/23/2020 04/15/2023 Common Stock 642,857 ( 3 ) ( 4 ) ( 3 ) ( 4 ) 2,142,857 ( 3 ) ( 4 ) I By: Justin Borus ( 1 ) ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ibex Investors LLC
260 N. JOSEPHINE STREET, SUITE 300
DENVER, CO80206
X X
Ibex Microcap Fund LLLP
260 N. JOSEPHINE STREET, SUITE 300
DENVER, CO80206
X X
Lazarus Macro Micro Partners LLLP
260 N. JOSEPHINE STREET, SUITE 300
DENVER, CO80206
X X
BORUS JUSTIN B
260 N. JOSEPHINE STREET, SUITE 300
DENVER, CO80206
X X
Signatures
/s/ Justin B. Borus, for himself and as Manager of Ibex (for itself and on behalf of the Funds) 09/25/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is filed jointly by Ibex Investors LLC ("Ibex"), Justin B. Borus, Ibex Microcap Fund LLLP ("Ibex Microcap") and Lazarus Macro Micro Partners LLLP ("Macro Micro Partners", and together with Ibex Microcap, the "Funds"). Ibex is the investment adviser and general partner of the Funds and Mr. Borus is the manager of Ibex. Each of Ibex and Mr. Borus expressly disclaims beneficial ownership of the securities held by the Funds except to the extent of his or its pecuniary interest therein, if any. Each of the Funds expressly disclaims beneficial ownership of the securities held by the other Fund. [continued in footnote 2]
( 2 )Ibex and each of the Funds expressly disclaims beneficial ownership of the securities held by Mr. Borus. The filing of this Form 4 shall not be construed as an admission that any Reporting Person, for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise, is the beneficial owner of any of the securities reported herein other than the securities held directly by such Reporting Person.
( 3 )Reference is made to the Form 4 filed by the Reporting Persons with respect to the Company on March 23, 2020 (the "Prior Form 4"). The Six Month Price (as defined in the Prior Form 4) has been determined, as of September 23, 2020, to be less than $0.35 per share. Accordingly, per the terms of the SPA (as defined in the Prior Form 4), automatically, and for no additional consideration: (1) Mr. Borus is entitled to an additional 1,285,714 shares of Common Stock (such that the blended price for the 3,000,000 shares reported in the Prior Form 4 and the additional 1,285,714 shares reported in this Form 4 is $0.35 per share); [continued in footnote 4]
( 4 )(2) Mr. Borus is entitled to an additional 642,875 warrants to purchase Common Stock at an exercise price of $0.45 per share; and (3) the exercise price of the 1,500,000 warrants reported in the Prior Form 4 has been reset to $0.45 per share (all of the foregoing, the "Automatic Adjustments"). The Reporting Persons believe that the Automatic Adjustments are exempt from the provisions of Section 16(b) of the Exchange Act.

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