Ibex Microcap Fund LLLP Form 4 BARFRESH FOOD / Microcap Fund LLLP Ibex ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ibex Investors LLC

(Last)

(First)

(Middle)

260 N. JOSEPHINE STREET, SUITE 300

(Street)

DENVER

80206

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/19/2020		P⁽³⁾⁽⁴⁾⁽⁵⁾		3,000,000⁽³⁾⁽⁴⁾⁽⁵⁾	A	$0.5⁽³⁾⁽⁴⁾⁽⁵⁾	3,000,000	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant (right to buy)	$0.6⁽³⁾⁽⁴⁾⁽⁵⁾	03/19/2020		P⁽³⁾⁽⁴⁾⁽⁵⁾		1,500,000⁽³⁾⁽⁴⁾⁽⁵⁾		04/15/2020⁽⁶⁾	04/15/2023⁽⁶⁾	Common Stock	1,500,000⁽³⁾⁽⁴⁾⁽⁵⁾	⁽³⁾⁽⁴⁾⁽⁵⁾	1,500,000	I	By: Justin Borus⁽¹⁾⁽²⁾

1. Name and Address of Reporting Person^*

Ibex Investors LLC

(Last)

(First)

(Middle)

260 N. JOSEPHINE STREET, SUITE 300

(Street)

DENVER

80206

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Ibex Microcap Fund LLLP

(Last)

(First)

(Middle)

260 N. JOSEPHINE STREET, SUITE 300

(Street)

DENVER

80206

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Lazarus Macro Micro Partners LLLP

(Last)

(First)

(Middle)

260 N. JOSEPHINE STREET, SUITE 300

(Street)

DENVER

80206

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BORUS JUSTIN B

(Last)

(First)

(Middle)

260 N. JOSEPHINE STREET, SUITE 300

(Street)

DENVER

80206

(City)

(State)

(Zip)

Explanation of Responses:

1. This form is filed jointly by Ibex Investors LLC ("Ibex"), Justin B. Borus, Ibex Microcap Fund LLLP ("Ibex Microcap") and Lazarus Macro Micro Partners ("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 or otherwise, is the beneficial owner of any of the securities reported herein other than the securities held directly by such Reporting Person.

3. On March 19, 2020, Mr. Borus entered into a Securities Purchase Agreement (the "SPA") with the Issuer whereby Mr. Borus agreed to purchase, for an aggregate purchase price of $1,500,000, 3,000,000 shares of Common Stock and warrants to purchase an additional 1,500,000 shares of Common Stock; provided that if the volume-weighted average trading price for the last twenty (20) consecutive trading days that conclude the six (6) month period after the initial closing under the SPA (the "Six Month Price") is less than $0.50 per share (the "Target Price"), the per share purchase price for the Common Stock will be automatically reduced to the Six Month Price, but in no event less than $0.35 per Share, in which case the Issuer shall issue to Mr. Borus, based on Mr. Borus' investment: (continued in footnote 4)

4. (a) shares of Common Stock in a quantity that equals the difference between the number of shares of Common Stock issued to Mr. Borus at closing and the number of shares of Common Stock that would have been issued to Mr. Borus at closing at the Six Month Price; and (b) a warrant for a number of warrant shares equal to fifty percent (50%) of the difference between the number of shares of Common Stock issued to Mr. Borus at closing and the number of shares of Common Stock that would have been issued to Mr. Borus at closing at the Six Month Price, with an exercise price equal to the sum of $0.10 per share and the Six Month Price, but in no event less than $0.45 per share. (continued in footnote 5)

5. The exercise price per share for the warrant issued at closing will automatically adjust to the sum of $0.10 per share and the Six Month Price, but in no event less than $0.45 per share. Mr. Borus expects the purchase under the SPA to close on or about April 15, 2020; if such purchase does not close for whatever reason, a Form 4 will be filed to rescind the transactions reported under this Form 4.

6. The warrant will be exercisable immediately upon acquisition at the closing of the SPA, which is expected to be on or about April 15, 2020, for a period of three years thereafter. If the SPA does not close precisely on April 15, 2020, this Form 4 will be amended accordingly.

	/s/ Justin B. Borus, for himself and as the Manager of Ibex (for itself and on behalf of the Funds)	03/23/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Ibex Microcap Fund LLLP Form 4BARFRESH FOOD / Microcap Fund LLLP Ibex ownership change