UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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
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| (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 |
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 | ||||||