SECURITIES AND EXCHANGE COMMISSION
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PURSUANT TO SECTION 13 OR 15(d)
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ITEM 3.01 Notice of Failure to Satisfy a Continued Listing Rule or Standard.
On December 23, 2022, the Nasdaq Global Market (“Nasdaq”) sent written notice to The Real Good Food Company, Inc. (the “Company”) that due to the resignation of Deanna Brady from the Company’s board of directors and audit committee on December 20, 2022, as previously disclosed on Form 8-K filed on December 23, 2022, the Company is no longer compliant with the requirement that the audit committee include at least three independent members, as set forth in Nasdaq Listing Rule 5605(c)(2)(A). Ms. Brady’s resignation resulted in a vacancy on the audit committee such that until the Company fills the vacancy, the audit committee will have only two members. The Company expects to appoint a third member to the audit committee in January 2023.
Until then, the Company is relying on the cure period set forth in Nasdaq Listing Rule 5605(c)(4)B) and notified Nasdaq of such on December 23, 2022. This cure period allows the Company until the earlier of its next annual shareholders’ meeting or June 19, 2023, to regain compliance with such listing rule. There is no immediate effect on the listing of the Company’s common stock on Nasdaq.
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: December 27, 2022||By:|
|Gerard G. Law|
|Chief Executive Officer|