Real Good Food delisted from Nasdaq, reverse split completed, shares to trade OTC under RGFC

Real Good Food Company, Inc.

Nasdaq Hearings Panel determined to delist common stock; trading suspended effective Jan 6, 2025.
Completed 12-to-1 reverse stock split of Class A, Class B, and Series A preferred; after split 1,757,243 Class A and 2,167,275 Class B shares outstanding.
Issued 1,041,752 Class B shares to Emblem affiliates per Exchange Agreement; all Series A preferred retired for no consideration.
Ticker changed from RGF to RGFC as shares began trading on OTC market Jan 7, 2025.

item 3.02 item 8.01 item 3.03 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Real Good Food Company, Inc.: Amended and Restated Certificate of Incorporation filed to implement a reverse stock split and allow additional Class B common stock issuance (effective 2025-01-03).

Change: charter amendment
Effective: 2025-01-03

Exact text from the filing

On December 30, 2024, the Company filed a certificate of Amended and Restated Certificate of Incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware, to (a) implement a reverse stock split of its Class A common stock, Class B common stock and Series A preferred stock as described below in Item 8.01 and (b) allow for the issuance of additional shares of Class B common stock pursuant to the terms of the Exchange Agreement (such amendments, the “Amendments”), as approved by the Company’s stockholders at the Special Meeting of Stockholders of the Company held on December 20, 2024. The Restated Certificate and the Amendments reflected therein became effective as of 5:00 p.m. ET on January 3, 2025.

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Source: SEC EDGAR

accession 0001193125-25-003552

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