| Item 3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
On October 18, 2024, The Real Good Food Company, Inc. (the “Company”) received a notification from The Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that Nasdaq has initiated a process that could result in the delisting of the Company’s securities from Nasdaq due to the Company’s failure to comply with Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Rule”), which requires listed companies to maintain a minimum bid price of $1.00 per share and, based upon the closing bid price of the Company’s common stock for the last 30 consecutive business days. In accordance with the Bid Price Rule, the Company was provided 180 calendar days, or until October 16, 2024, to regain compliance with the Rule. The Company did not regain compliance with the Rule by that time. Accordingly, this matter serves as an additional basis for delisting the Company’s securities from The Nasdaq Stock Market.
Additionally, on October 22, 2024, the Company received a notification from Nasdaq informing the Company that Nasdaq has also initiated a process that could result in the delisting of the Company’s securities from Nasdaq due to the Company’s failure to comply with Nasdaq Listing Rule 5450(b)(3)(C) (“MVPHS Rule”), which requires listed companies to maintain a minimum market value of their publicly held shares of $15.0 million for 30 consecutive business days. In accordance with the MVPHS Rule, the Company was provided 180 calendar days, or until October 21, 2024, to regain compliance with the Rule. The Company did not regain compliance with the Rule by that time. Accordingly, this matter serves as an additional basis for delisting the Company’s securities from The Nasdaq Stock Market.
In response to the above (as well as the delisting notice related to the Company’s inability to comply with the requirement in Nasdaq Listing Rule 5250(c)(1) to file in a timely manner all required periodic financial reports with the Securities and Exchange Commission (“SEC”), previously disclosed in the Company’s current report on Form 8-K filed with the SEC on September 18, 2024), the Company has requested and been granted a hearing before an independent Hearings Panel (the “Panel”). The hearing request automatically stays any suspension or delisting action through the date of the hearing, and the expiration of any additional extension period granted by the Panel following the hearing. As part of the hearing, the Company intends to seek, subject to the Panel’s discretion, an extension to regain compliance with all applicable continued listing requirements. Pursuant to the relevant Nasdaq Listing Rules, the maximum amount of time that can be granted by the Panel runs through April 16, 2025, and April 21, 2025, for compliance with the Bid Price Rule and MVPHS Rule, respectively.
By way of background, the Company disclosed in its current reports on Form 8-K filed with the SEC on April 23, 2024, and April 26, 2024, respectively, that the Company was out of compliance with the Nasdaq Listing Rules requiring a minimum bid price of $1.00 per share and a minimum market value of publicly held shares of $15.0 million.
Despite the efforts described above, there can be no assurance that the Company will ultimately regain compliance with all applicable requirements for continued listing or that the Panel will grant the Company a further extension.