Sec Form 4 Filing - Ibex Investors LLC @ BARFRESH FOOD GROUP INC. - 2018-07-26

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)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
3200 CHERRY CREEK SOUTH DRIVE, SUITE 670
3. Date of Earliest Transaction (MM/DD/YY)
07/26/2018
(Street)
DENVER, CO80209
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 07/26/2018 X 1,100,000 A $ 0.5 13,612,433 I See Footnotes ( 5 ) ( 6 )
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) $ 0.5 07/26/2018 X 1,100,000 09/18/2013( 2 ) 07/26/2018 Common Stock 1,100,000 $ 0 ( 3 ) 1,700,000 I See Footnotes ( 5 ) ( 6 )
Warrant (right to buy) $ 0.5 07/26/2018 J( 1 ) 1,700,000 09/18/2013( 2 ) 07/26/2018 Common Stock 1,700,000 $ 0 ( 3 ) 0 I See Footnotes ( 5 ) ( 6 )
Warrant (right to buy) $ 0.5 07/26/2018 J( 1 ) 100,000 09/18/2013( 2 ) 08/05/2018 Common Stock 100,000 $ 0 ( 3 ) 0 I See Footnotes ( 5 ) ( 6 )
Warrant (right to buy) $ 0.53 07/26/2018 J( 1 ) 1,800,000 07/26/2018( 2 ) 07/31/2021 Common Stock 1,800,000 $ 0 ( 4 ) 1,800,000 I See Footnotes ( 5 ) ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ibex Investors LLC
3200 CHERRY CREEK SOUTH DRIVE
SUITE 670
DENVER, CO80209
X
Ibex Microcap Fund LLLP
3200 CHERRY CREEK SOUTH DRIVE
SUITE 670
DENVER, CO80209
X
Lazarus Macro Micro Partners LLLP
3200 CHERRY CREEK SOUTH DRIVE
SUITE 670
DENVER, CO80209
X
BORUS JUSTIN B
3200 CHERRY CREEK SOUTH DRIVE
SUITE 670
DENVER, CO80209
X
Signatures
/s/ Justin B. Borus, for himself and as Manager of Ibex (for itself and on behalf of the Funds) 07/30/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On July 26, 2018, the terms of an aggregate of 1,800,000 warrants were amended to extend the expiration date to July 31, 2021 and change the exercise price to $0.53 per share.
( 2 )These Warrants are not exercisable by the holder to the extent (but only to the extent) that the holder together with any of its affiliates would beneficially own in excess of 9.99% (the "Maximum Percentage") of the Issuer's Common Stock after giving effect to such exercise and as a result of such exercise. By written notice to the Issuer, the holder may increase or decrease the Maximum Percentage, as applied to the holder, to any other percentage specified in such notice; provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer.
( 3 )These Warrants were originally acquired from the Issuer as part of Units, each consisting of one share of Common Stock, one such Warrant and one other Warrant (each a "Unit"). The price paid for each Unit was $0.25.
( 4 )This Warrant is the amended Warrant, resulting from the amendment that is described in Footnote 1.
( 5 )This form 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"). The securities reported herein are owned directly by Ibex Microcap except for 3,000 shares of common stock owned directly by Macro Micro Partners. Ibex is the investment adviser and general partner of the Funds and Mr. Borus is the manager of Ibex.
( 6 )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. The filing of this Form 4 shall not be construed as an admission that either Ibex or Mr. Borus (or each Fund with respect to the securities held by the other Fund), for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, is the beneficial owner of any of the securities reported herein.

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