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

Rhea-AI Summary

The Real Good Food Company (RGF) has announced its intention to voluntarily delist from Nasdaq and deregister with the SEC, following a Board of Directors decision on January 27, 2025. The decision comes after Nasdaq's announcement to suspend trading in the company's stock and eventual delisting plans.

The company cited significant financial and administrative requirements of being a public company as factors in this decision. RGF plans to file Form 25 with the SEC around February 10, 2025, to initiate the delisting process, which will become effective after ten days. Subsequently, the company will file Form 15 to deregister, immediately ending its obligation to file periodic reports including Forms 10-K, 10-Q, and 8-K.

Positive

• Reduction in administrative and financial costs associated with public company status

Negative

• Forced delisting from Nasdaq following trading suspension
• Loss of access to public capital markets
• Reduced liquidity for shareholders
• Decreased transparency due to end of SEC reporting requirements

Insights

Securities Market Expert

The voluntary delisting and deregistration announcement from The Real Good Food Company marks a pivotal shift in the company's market presence and represents a significant concern for investors. This development comes after Nasdaq's initial trading suspension, indicating underlying issues that prompted the exchange's action.

The implications for shareholders are substantial and immediate:

• Trading liquidity will be severely impacted once the stock moves to over-the-counter (OTC) markets, typically resulting in wider bid-ask spreads and more challenging execution of trades
• Financial transparency will decrease significantly as the company will no longer be required to file periodic reports with the SEC
• Minority shareholders may face increased vulnerability without the protections afforded by SEC oversight and Nasdaq listing requirements

From the company's perspective, this move could yield annual cost savings of typically $1-2 million in compliance and reporting expenses. However, these savings come at the expense of reduced access to capital markets and potentially higher borrowing costs in the future.

The timing is particularly noteworthy - with the Form 25 filing planned for February 10 and the Form 15 to follow after the 10-day waiting period, shareholders have a narrow window to make investment decisions. This compressed timeline suggests urgency in the company's decision-making process and could indicate underlying financial or operational pressures.

For a small-cap company with a market capitalization of approximately $2.2 million, this transition reflects broader market dynamics where the costs of maintaining a public listing may outweigh the benefits, especially in challenging market conditions. The move typically signals a strategic pivot toward focusing on operational efficiency over market accessibility.

CHERRY HILL, N.J., Jan. 30, 2025 (GLOBE NEWSWIRE) -- 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

FAQ

When will RGF stock be delisted from Nasdaq?

RGF plans to file Form 25 around February 10, 2025, with the delisting becoming effective 10 days later.

Why is The Real Good Food Company delisting from Nasdaq?

The decision follows Nasdaq's announcement to suspend trading and eventually delist the company, along with considerations regarding the significant costs of maintaining public company status.

What happens to RGF shareholders after the delisting?

Shareholders will experience reduced stock liquidity and transparency as the company will no longer be publicly traded or required to file SEC reports.

When will RGF stop filing SEC reports?

RGF will cease filing SEC reports (Forms 10-K, 10-Q, and 8-K) immediately after filing Form 15 following the delisting process.