Real Good Food Company, Inc. false 0001871149 0001871149 2024-05-17 2024-05-17

 

 

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) May 17, 2024

 

 

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

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. ☒

 

 

 

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On May 17, 2024, the Company filed a Notification of Late Filing on Form 12b-25 indicating that the filing of its Quarterly Report on Form 10-Q for the three months ended March 31, 2024 (the “Quarterly Report”) would be delayed until it completes its 2023 Annual report on Form 10-K as previously announced on March 28, 2024.

On May 17, 2024, the Company received a letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq’s Listing Rule 5250(c)(1) because the Company did not timely file its Quarterly Report.

Under Nasdaq rules, the Company has until June 18, 2024 to submit a plan to regain compliance. If Nasdaq accepts the Company’s plan, Nasdaq can grant an exception of up to 180 calendar days from the date the Annual Report on Form 10-K was due (as extended per the filing of Form 12b-25), which 180-day period would end on October 14, 2024, to regain compliance.

The notification has no immediate effect on the listing of the Company’s securities on Nasdaq. There can be no assurance, however, that the Company will be able to regain compliance with the listing standards discussed above.

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: May 21, 2024     By:  

/s/ Jim Behling

      Jim Behling
      Chief Financial Officer
v3.24.1.1.u2
Document and Entity Information
May 17, 2024
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 May 17, 2024
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
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