Real Good Food Company, Inc. false 0001871149 0001871149 2025-01-27 2025-01-27

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) January 27, 2025

 

 

THE REAL GOOD FOOD COMPANY, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-41025   87-1280343

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

3 Executive Campus, Suite 155

Cherry Hill, NJ 08002

(Address of Principal Executive Offices; Zip Code)

(856) 644-5624

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

 

 

Check 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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Trading

Symbol(s)

 

Name of Each Exchange

on which Registered

Class A common stock $0.0001 par value per share   RGF   Nasdaq Global Market(1)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

(1)

On January 3, 2025, The Real Good Food Company, Inc. received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Nasdaq Hearings Panel has determined to delist the common stock of the Company from Nasdaq. Trading in the Company’s common stock, par value $0.0001 per share, was suspended effective January 6, 2025.

 

 

 


Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 30, 2025, The Real Good Company, Inc. (the “Company”) delivered formal notice to The Nasdaq Stock Market LLC of its intention to voluntarily delist its Class A common stock, par value $0.0001 per share (the “Common Stock”), from the Nasdaq Global Market (“Nasdaq”), and deregister the Common Stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This notice followed the decision of the Company’s board of directors, which approved delisting and deregistration on January 27, 2025. The Company intends to file a Notification of Removal from Listing and/or Registration on Form 25 with the Securities and Exchange Commission (the “SEC”) on or about February 10, 2025 to effect the voluntary withdrawal of the listing of its securities from Nasdaq. Following the effectiveness of the Form 25 ten days later, the Company intends to file with the SEC a Form 15 to deregister the Company’s securities with the SEC, at which time the Company’s obligation to file periodic reports with the SEC (including Forms 10-K, 10-Q, and 8-K) will immediately cease.

 

Item 8.01.

Other Events.

On January 30, 2025, the Company issued a press release announcing its intention to voluntarily delist and deregister its Common Stock. The foregoing description of the press release is qualified in its entirety by the full text of the press release furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number

  

Description

99.1    Press release dated January 30, 2025.
104    Cover Page Interactive Data File (embedded within the inline XRBL document).


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    THE REAL GOOD FOOD COMPANY, INC.
Date: January 30, 2025     By:  

/s/ Tim Zimmer

      Tim Zimmer
      Chief Executive Officer

Exhibit 99.1

 

LOGO

The Real Good Food Company Announces Intent to Voluntarily Delist from Nasdaq and Deregister with the SEC

Cherry Hill, NJ, January 30, 2025 – The Real Good Food Company, Inc. (Nasdaq: RGF) (“Real Good Foods” or the “Company ”), a leading health and wellness frozen and refrigerated foods company, is announcing its intention to voluntarily delist its common stock from the Nasdaq Stock Market, LLC (“Nasdaq”) and subsequently deregister with the Securities and Exchange Commission (“SEC”), following the decision of the Company’s Board of Directors on January 27, 2025.

The decision to voluntarily delist and deregister from the SEC was made after careful consideration by the Board of Directors of various factors, including Nasdaq’s announcement that it had suspended trading in the Company’s stock and would eventually delist the Company, along with the significant financial and administrative requirements that come with being a public company.

The Company intends to voluntarily file with the SEC a Form 25 to delist its stock on or about February 10, 2025, and, once the delisting becomes effective ten days later, the Company will file a Form 15 to deregister with the SEC. Upon the filing of the Form 15, the Company’s obligation to file periodic reports with the SEC, including Forms 10-K, 10-Q, and 8-K, will immediately cease.

About Real Good Food Company

Real Good Foods (Nasdaq: RGF) is a leading health and wellness frozen and refrigerated foods company, providing a better way to enjoy your favorite foods. The Company’s mission is to provide “Real Food You Feel Good About Eating”, making delicious, nutritious foods that are low in sugar, low in carbohydrates and high in protein. The Real Good Foods family of products includes breakfast, lunch, dinner, and snacks – available in over 16,000 stores nationwide with additional direct-to-consumer options.

To learn more, please visit our website at realgoodfoods.com or join us on social media @realgoodfoods – where we maintain some of the largest followings in the frozen food industry today.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, which statements are subject to considerable risks and uncertainties. Forward-looking statements include all statements other than statements of historical fact contained in this press release, including statements regarding Company’s plan to regain compliance with Nasdaq Listing Rule 5550(a)(2). The Company has attempted to identify forward-looking statements by using words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,” “will,” or “would,” and similar expressions or the negative of these expressions.


Forward-looking statements represent management’s current expectations and predictions and are based on information available as of the time such statements are made. Although the Company does not make forward-looking statements unless it believes it has a reasonable basis for doing so, it cannot guarantee their accuracy or completeness. Forward-looking statements involve numerous known and unknown risks, uncertainties and other factors that may cause its actual results or events, assumed or implied by the forward-looking statements. Some of the risks and uncertainties that may cause its actual results to materially differ from those expressed or implied by these forward-looking statements, including the risk factors described in the section entitled “Risk Factors” in its Annual Report on Form 10-K for the year ended December 31, 2022 and other documents filed with or furnished to the SEC by the Company from time to time. These forward-looking statements speak only as of the date of this press release. Except as required by law, the Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements to reflect the impact of events or circumstances that may arise after the date of this press release.

Investor Relations Contact

The Real Good Food Company

3 Executive Campus, Suite 155

Cherry Hill, NJ 08002

ir@realgoodfoods.com

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Document and Entity Information
Jan. 27, 2025
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Entity Registrant Name Real Good Food Company, Inc.
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Entity Central Index Key 0001871149
Document Type 8-K
Document Period End Date Jan. 27, 2025
Entity Incorporation State Country Code DE
Entity File Number 001-41025
Entity Tax Identification Number 87-1280343
Entity Address, Address Line One 3 Executive Campus
Entity Address, Address Line Two Suite 155
Entity Address, City or Town Cherry Hill
Entity Address, State or Province NJ
Entity Address, Postal Zip Code 08002
City Area Code (856)
Local Phone Number 644-5624
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Security 12b Title Class A common stock $0.0001 par value per share
Trading Symbol RGF
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Entity Ex Transition Period true

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