Form 8-K - Current report

THE REAL GOOD FOOD COMPANY, INC.

Date: January 30, 2025

/s/ Tim Zimmer

Tim Zimmer

Chief Executive Officer

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 26, 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 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On January 26, 2025, the Company appointed Niki Gwaltney Rutter as the Company’s CFO, effective February 10, 2025. Ms. Rutter, age 47, is an experienced finance executive with over 20 years of experience in both the food manufacturing and packaged goods industry. She most recently served as Vice President of Accounting for Mountaire Farms from September 2020 through January 2025, after working as Vice President of Finance for Purdue from October 2016 through September 2020. Prior to that, Ms. Rutter served in various capacities in accounting and finance with Smithfield Farmland from November 2003 through. September 2016. Ms. Rutter holds a B.A. in Business Administration and Management from Salem College, and an MBA in accounting and business management from William & Mary University.

The terms of Ms. Rutter’s employment agreement provides for a base salary of $450,000 per year and allows for a performance bonus of up to 100% of Ms. Rutter’s annual salary subject to achieving certain performance targets. Additionally, per the terms of the agreement, Ms. Rutter will receive a sign-on bonus of $100,000, to be paid in equal installments over a 12 month period from the date of hire. All other terms of the agreement are consistent with those offered to each of the Company’s full-time employees.

There is no arrangement or understanding between Ms. Rutter and any other person pursuant to which she was selected as Chief Financial Officer, and there are no family relationships between her and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer. There are no transactions involving Ms. Rutter to be reported pursuant to Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description

10.4		Executive Employment Agreement by and between The Real Good Food Company, Inc. and Niki Gwaltney Rutter, dated January 26, 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.

Exhibit 10.4

LOGO

January 26, 2025

PERSONAL & CONFIDENTIAL

Re: Offer of Employment for Niki Gwaltney Rutter

Dear Niki:

On behalf of Real Good Foods, LLC (the “Company”), I am pleased to extend the Company’s offer of employment to you as the Chief Financial Officer. Your anticipated hire date is February 10, 2025. You shall perform such duties and have such responsibilities as are typically associated with such position, including, without limitations, advising the Company on financial optimization and reporting, and such duties and responsibilities as are prescribed by the Chief Executive Officer that may be assigned to you from time to time. You shall perform such services in a diligent and skillful manner and in accordance with current industry standards.

Your classification status will be that of an exempt, full-time employee and will receive a base salary of $450,000 per year, payable in periodic installments of $17,307.69 on bi-weekly paydays, Fridays. You will also receive a sign-on bonus of $100,000, which will be paid in biweekly installments of $3,846.15. The Management Incentive Plan (MIP) will be set at 1.75%, or your payout will increase by $2.3MM at target Enterprise Valuation (EV). You will also receive a guaranteed 100% bonus. Employee performance and salary increases are determined based on the achievement of key performance indicators (KPIs), which serve as the company’s primary method of evaluating individual contributions and overall effectiveness in the role.

Standard Employee Benefits:

•

Thirty (30) days of paid vacation per year with limited accrual.

•

Five (5) days of paid sick leave per year.

•

Medical, Dental and Vision Insurance (Your contribution will be based on your age/dependents/marital status). You are eligible for these benefits on the first day of the month following your date of hire.

•

Life and AD&D Insurance (No contribution)

•

401k retirement savings plan (eligible after 90-days of employment)

Please review company policies for further details on these benefits.

During the course of your employment, you may have access to trade secrets and confidential business information belonging to the Company, its affiliates, vendors and customers. By accepting employment, you acknowledge that you will keep all this information strictly confidential and will not use it or disclose it to any person or entity, including family members, except as is necessary in the ordinary course of performing your duties for the Company. You further acknowledge that your obligation to safeguard all such trade secrets and confidential business information exists not only during the period of your employment, but also after your employment ends. You also agree that at the cessation of your employment, or on The Real Good Food Company demand, you will return all copies of any documents or other materials you have that are trade secrets, or which refer to or contain or reflect trade secrets or confidential business information.

As an at-will employee, you may terminate your employment at any time, for any reason or no reason, with or without notice. Likewise, the Company reserves the right to terminate your employment at any time, for any lawful reason, with or without notice. However, if the Company terminates your employment for any reason other than Gross Misconduct, you will be entitled to receive twelve (12) months of base salary.

By accepting this offer of employment, you acknowledge that any statements made in the job application, the Company Employee Handbook, or any other Company documents, do not create an employment contract or alter your at-will employment status.

You agree to execute a Confidential and Propriety Information Agreement and Assignment in the form adopted by the Company from time to time.

I am very pleased to extend the Company’s offer of employment to you. We are eager to begin working with you and trust that this will be the beginning of a rewarding, fulfilling experience for you and the Company. We look forward to working with you.

Sincerely,

Real Good Foods

/s/ Tim Zimmer

Tim Zimmer

Chief Executive Officer

Accepted and Agreed:

/s/ Niki Rutter

Niki Gwaltney Rutter

Document and Entity Information	Jan. 26, 2025
Cover [Abstract]
Entity Registrant Name	Real Good Food Company, Inc.
Amendment Flag	false
Entity Central Index Key	0001871149
Document Type	8-K
Document Period End Date	Jan. 26, 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
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
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