SEC Comment Letter for BARFRESH FOOD GROUP INC. (BRFH) (CIK 0001487197) (BRFH) — Jan 13, 2017
BARFRESH FOOD GROUP INC. (BRFH) (CIK 0001487197)
Date: Jan. 13, 2017 · CIK: 0001487197 · Accession: 0000000000-17-001510
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Reasoning
File numbers found in text: 333-215322
Letter
Mail Stop 4628 January 13, 2017 Riccardo Delle Coste Chief Executive Officer and Director Barfresh Food Group, Inc. 8383 Wilshire Blvd., Suite 750 Beverly Hills , CA 90211
Re: Barfresh Food Group, Inc . Registration Statement on Form S -1 Filed December 23, 2016 File No. 333-215322
Dear Mr. Delle Coste :
We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our com ments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments.
Management’ s Discussion and Analysis, page 31
1. Please provide in this section a discussion and analysis of your financial condition and results for the nine -month transition period ended December 31, 2015 and your comparable prior year information . Refer to Instruction 1 to Paragraph 303(a) of Regulation S -K.
Executive Compensation, page 39
2. Please update this section to provide the information that Item 402 of Regulation S -K requires for compensation awarded i n the fiscal year ended December 31, 2016. For
Riccardo Delle Coste Barfresh Food Group, Inc. January 13, 2017 Page 2
guida nce, refer to the Regulation S -K Compliance and Disclosure Interpretation 217.11, available on the Commission’ s website.
We remind you that the company and its management are responsible for the accurac y and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Parhaum J. Hamidi, Attorney -Adviser , at (202) 551 -3421 or, in his absence, Kevin M. Dougherty, Senior Counsel, at (202) 551 -3271 with any questions.
Sincerely,
/s/ Loan Lauren P. Nguyen for
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Mail Stop 4628 January 13, 2017 Riccardo Delle Coste Chief Executive Officer and Director Barfresh Food Group, Inc. 8383 Wilshire Blvd., Suite 750 Beverly Hills , CA 90211 Re: Barfresh Food Group, Inc . Registration Statement on Form S -1 Filed December 23, 2016 File No. 333-215322 Dear Mr. Delle Coste : We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our com ments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Management’ s Discussion and Analysis, page 31 1. Please provide in this section a discussion and analysis of your financial condition and results for the nine -month transition period ended December 31, 2015 and your comparable prior year information . Refer to Instruction 1 to Paragraph 303(a) of Regulation S -K. Executive Compensation, page 39 2. Please update this section to provide the information that Item 402 of Regulation S -K requires for compensation awarded i n the fiscal year ended December 31, 2016. For Riccardo Delle Coste Barfresh Food Group, Inc. January 13, 2017 Page 2 guida nce, refer to the Regulation S -K Compliance and Disclosure Interpretation 217.11, available on the Commission’ s website. We remind you that the company and its management are responsible for the accurac y and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Parhaum J. Hamidi, Attorney -Adviser , at (202) 551 -3421 or, in his absence, Kevin M. Dougherty, Senior Counsel, at (202) 551 -3271 with any questions. Sincerely, /s/ Loan Lauren P. Nguyen for H. Roger Schwall Assistant Director Office of Natural Resources