Real Good Food Company Voluntarily Removes Nasdaq Listing

Rhea-AI Filing Summary

Real Good Food Company, Inc. (RGF) filed a Form 25 with the SEC to remove its Class A common stock from listing and registration on the Nasdaq Stock Market under Section 12(b) of the Exchange Act.

The notice, signed by Nasdaq on 23 June 2025, confirms that both the exchange and the issuer fulfilled the requirements of 17 CFR 240.12d2-2(b) & (c). Once effective, the shares will no longer trade on Nasdaq, and registration under Section 12(b) will be withdrawn. Investors should anticipate a transition to over-the-counter quotation or another venue, which typically leads to reduced liquidity, higher transaction costs and diminished market visibility.

Positive

• None.

Negative

• Class A common stock removed from Nasdaq listing, reducing market liquidity and visibility.
• Loss of exchange-level governance and disclosure standards, increasing risk for minority shareholders.

Insights

Securities Analyst

TL;DR: Nasdaq delisting of RGF is materially negative, curbing liquidity and signaling elevated risk.

The Form 25 filing formalizes the removal of Real Good Food Company’s Class A shares from Nasdaq. Delisting eliminates the regulatory and visibility benefits of a national exchange, which usually compresses daily trading volume, widens bid-ask spreads and limits institutional ownership. Although the company describes the withdrawal as voluntary and compliant, investors face higher execution costs and potential valuation pressure once trading migrates to the OTC market. The action is therefore impactful and negative for existing shareholders.

Corporate Governance Expert

TL;DR: Voluntary delisting raises governance concerns and may reduce shareholder protections.

Exchange listing imposes ongoing governance, disclosure and audit standards. By exiting Nasdaq, RGF will be subject to less stringent OTC requirements. This diminishes transparency, complicates shareholder engagement and may increase the company’s cost of capital. Unless accompanied by a go-private transaction, minority investors bear the downside of weaker oversight without clear compensating benefits. The filing therefore carries negative governance implications.

UNITED STATES

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 25

NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION
UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number

001-41025

Issuer:	Real Good Food Company, Inc.
Exchange:	Nasdaq Stock Market LLC

(Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered)

Address:	3 Executive Campus, Suite 155
	Cherry Hill	NEW JERSEY	08002
Telephone number:					(908) 337-6474

(Address, including zip code, and telephone number, including area code, of Issuer's principal executive offices)

Class A Common Stock

(Description of class of securities)

Please place an X in the box to designate the rule provision relied upon to strike the class of securities from listing and registration:

17 CFR 240.12d2-2(a)(1)

17 CFR 240.12d2-2(a)(2)

17 CFR 240.12d2-2(a)(3)

17 CFR 240.12d2-2(a)(4)

Pursuant to 17 CFR 240.12d2-2(b), the Exchange has complied with its rules to strike the class of securities from listing and/or withdraw registration on the Exchange. ¹

Pursuant to 17 CFR 240.12d2-2(c), the Issuer has complied with its rules of the Exchange and the requirements of 17 CFR 240.12d-2(c) governing the voluntary withdrawal of the class of securities from listing and registration on the Exchange.

Pursuant to the requirements fo the Securities Exchange Act of 1934, Nasdaq Stock Market LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing the Form 25 and has caused this notification to be signed on its behalf by the undersigned duly authorized person.

2025-06-23	By	Aravind Menon		Hearings Advisor
Date		Name		Title

¹ Form 25 and attached Notice will be considered compliance with the provisions of 17 CFR 240.19d-1 as applicable. See General Instructions.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Why is Real Good Food Company (RGF) filing Form 25?

The filing formally removes its Class A common stock from listing and registration on the Nasdaq Stock Market.

When was the delisting notice for RGF signed?

Nasdaq signed the Form 25 notification on June 23, 2025.

Which securities are affected by the RGF Form 25?

The company’s Class A common stock is the security being delisted.

Will RGF shares stop trading entirely after delisting?

Trading on Nasdaq will cease; shares typically migrate to the OTC market, but the filing itself does not specify the alternative venue.

Is the RGF delisting voluntary or involuntary?

The filing cites issuer compliance with 17 CFR 240.12d2-2(c), indicating a voluntary withdrawal.