The Real Good Food Company Announces Reverse Stock Split

Rhea-AI Summary

The Real Good Food Company (Nasdaq: RGF) has announced a 12-to-1 reverse stock split of its Class A and Class B common stock, effective January 3, 2025, at 5:00 pm Eastern Time. The split-adjusted trading will commence on January 6, 2025. This strategic move, approved by stockholders on December 20, 2024, aims to regain compliance with Nasdaq's minimum bid price requirement.

The stock will continue trading under the symbol 'RGF' with a new CUSIP. The split will uniformly affect all stockholders, maintaining their percentage ownership, with fractional shares rounded up to the nearest whole share. No stockholder action is required, as positions will be automatically adjusted through the transfer agent, Equinity Trust Company

Positive

• Potential to maintain Nasdaq listing compliance through bid price increase
• Automatic share adjustment process requiring no stockholder action
• Fractional shares will be rounded up, benefiting shareholders

Negative

• Implementation of 12-to-1 reverse split indicates significant stock price decline
• Risk of delisting if minimum bid price compliance is not achieved
• Possible negative market perception of reverse splits

Insights

Financial Restructuring Specialist

<p>This reverse stock split represents a critical financial maneuver to maintain RGF's Nasdaq listing. The 12-to-1 consolidation aims to boost the stock price artificially without changing the company's underlying market value of <money>$5.1 million</money>. The timing, effective January 3, 2025, suggests urgency in meeting Nasdaq's minimum bid requirement of <money>$1.00</money> per share.</p><p>The automatic rounding up of fractional shares could result in a minor dilution effect, though minimal given the company's size. This restructuring maintains proportional ownership while reducing the total shares outstanding by a factor of 12, which should enhance trading efficiency and potentially reduce volatility.</p><p>While reverse splits often carry negative market perception as they're typically implemented by struggling companies, this move is primarily technical to maintain listing compliance rather than indicating fundamental business changes. However, the relatively high 12:1 ratio suggests significant price pressure on the stock, which warrants careful monitoring of post-split trading patterns.</p>

Market Structure Analyst

<p>The mechanics of this corporate action warrant careful attention from market participants. The implementation during a market holiday (January 3 after hours, effective January 6) minimizes potential trading disruptions. The synchronization between Class A and Class B shares maintains the existing governance structure while streamlining the process.</p><p>The CUSIP change to 75601G 307 requires immediate attention from institutional investors and systems administrators to update their trading and settlement systems. The automated handling of fractional shares through rounding up, while convenient for shareholders, could create minor arbitrage opportunities during the transition.</p><p>For retail investors, this means if you own 100 shares pre-split, you'll end up with 9 shares (8.33 rounded up). The key focus should be on the bid-ask spread and trading volume in the first few days post-split, as these metrics typically show increased volatility during such transitions.</p>

CHERRY HILL, N.J., Dec. 30, 2024 (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, announced today that its Board of Directors has approved a 12-to-1 reverse stock split (the “reverse stock split”), of its Class A common stock, par value $0.0001, and Class B common stock, par value $0.0001  (together, the “Common Stock”), effective at 5:00 pm Eastern Time on January 3, 2025 (the “Effective Time”). Beginning on January 6, 2025, at the commencement of trading, the Class A common stock will trade on a split-adjusted basis. The reverse stock split was approved by the Company’s stockholders at a special meeting of stockholders on December 20, 2024, and is being implemented for the purpose of regaining compliance with the minimum bid price requirement as set forth in Nasdaq Listing Rule 5550(a)(2).

The Class A common stock will continue to trade under the existing ticker symbol “RGF,” with the new CUSIP 75601G 307. As of the Effective Time, every 12 shares of the Company’s issued and outstanding Common Stock will be combined and reclassified into one share of Common Stock. The reverse stock split will affect all holders of Common Stock uniformly and each stockholder will hold the same percentage of Common Stock outstanding immediately following the reverse stock split as that stockholder held immediately prior to the reverse stock split, except for adjustments to round up to the nearest whole share.

No stockholder will hold fractional shares of Common Stock following the reverse stock split. Rather, any fractional shares of Common Stock that would have resulted from the reverse stock split will be rounded up to the nearest whole share.

The Company’s transfer agent, Equinity Trust Company LLC, will serve as the exchange agent for the reverse stock split. Registered stockholders holding pre-reverse stock split shares of Common Stock electronically in book-entry form are not required to take any action to receive post-reverse stock split shares of Common Stock. Those stockholders who hold their shares of Common Stock in brokerage accounts or in “street name” will have their positions automatically adjusted to reflect the reverse stock split, subject to each broker’s particular processes, and will not be required to take any action in connection with the reverse stock split.

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 of further delays in the filing of the Company’s late periodic reports and restated financial statements in amendments to prior periodic reports, the discovery of additional information regarding the errors identified in the Company’s previously issued consolidated financial statements, the scope of the anticipated restatement of previously issued financial statements as a result of the errors, the remediation by management and the Company’s independent registered public accounting firm of the identified material weaknesses in internal control over financial reporting, additional decisions by the Nasdaq Hearings Panel (including after any appeals to the Nasdaq Listing and Hearing Review Council, who may review the Nasdaq Hearings Panel’s decisions on its own motion or by the Company’s motion), such as to reconsider the previously-granted extension to regain compliance with the minimum bid price rule and other continued listing standards, grant additional extensions, or delist the Company, the Company’s ability to meet additional continued listing standards,  and other 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

What is the ratio of RGF's reverse stock split announced in December 2024?

The Real Good Food Company announced a 12-to-1 reverse stock split.

When will RGF's reverse stock split take effect?

The reverse stock split will take effect on January 3, 2025, at 5:00 pm Eastern Time, with split-adjusted trading beginning on January 6, 2025.

Why is RGF implementing a reverse stock split?

RGF is implementing the reverse stock split to regain compliance with Nasdaq's minimum bid price requirement (Listing Rule 5550(a)(2)).

Will RGF shareholders need to take any action for the reverse split?

No, shareholders don't need to take any action. Positions will be automatically adjusted through the transfer agent or their brokers.

What happens to fractional shares in RGF's reverse split?

Any fractional shares resulting from the reverse split will be rounded up to the nearest whole share.