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| CIK | 1871149 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to The Real Good Food Company, Inc.
SEC Filings (Chronological Order)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
| February 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41025 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as speci |
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| February 10, 2025 |
25 1 d927754d25.htm FORM 25 OMB APPROVAL OMB Number: Expires: Estimated average burden UNITED STATES 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 THE REAL GOOD FOOD COMPANY, INC. Exchange: Nasdaq Global Market (Exact name of Issu |
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| January 30, 2025 |
Exhibit 10.4 January 26, 2025 PERSONAL & CONFIDENTIAL Re: Offer of Employment for Niki Gwaltney Rutter Dear Niki: On behalf of Real Good Foods, LLC (the “Company”), I am pleased to extend the Company’s offer of employment to you as the Chief Financial Officer. Your anticipated hire date is February 10, 2025. You shall perform such duties and have such responsibilities as are typically associated w |
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| January 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) January 27, 2025 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation) (C |
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| January 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) January 26, 2025 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation) (C |
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| January 30, 2025 |
EX-99.1 Exhibit 99.1 The Real Good Food Company Announces Intent to Voluntarily Delist from Nasdaq and Deregister with the SEC Cherry Hill, NJ, January 30, 2025 – 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 |
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| January 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) January 15, 2025 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation) (C |
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| January 8, 2025 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION THE REAL GOOD FOOD COMPANY, INC. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE REAL GOOD FOOD COMPANY, INC. The Real Good Food Company, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is The Real Good Food Company, Inc. The original Certificate of Incorporation of the Corporation was filed wit |
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| January 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) January 3, 2025 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation) (Co |
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| January 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) January 3, 2025 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation) (Co |
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| January 6, 2025 |
The Real Good Food Company Announces Nasdaq Delisting Exhibit 99.1 The Real Good Food Company Announces Nasdaq Delisting Cherry Hill, NJ, January 6, 2025 – The Real Good Food Company, Inc. (Nasdaq: RGF) (“Real Good Foods” or the “Company ”), a leading health and wellness frozen and refrigerated foods company, today announced that the Company received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) that it has determined to delist the Company’s c |
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| December 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 20, 2024 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation) ( |
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| December 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 2, 2024 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation) (C |
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| November 25, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) November 20, 2024 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation) ( |
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| November 25, 2024 |
The Real Good Food Company Receives Anticipated Additional Delinquency Notice from Nasdaq Exhibit 99.1 The Real Good Food Company Receives Anticipated Additional Delinquency Notice from Nasdaq Cherry Hill, NJ, November 25, 2024 – 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, on November 20, 2024, the Listing Qualifications Staff of The Nasdaq Stock Market LL |
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| November 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| November 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) November 12, 2024 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction |
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| November 19, 2024 |
CERTIFICATE OF DESIGNATION SERIES A PREFERRED STOCK THE REAL GOOD FOOD COMPANY, INC. Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK OF THE REAL GOOD FOOD COMPANY, INC. Pursuant to Section 151 of the Delaware General Corporation Law, The Real Good Food Company, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that the following resolution was duly adopted by the board of directors of the Cor |
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| November 18, 2024 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION THE REAL GOOD FOOD COMPANY, INC. Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE REAL GOOD FOOD COMPANY, INC. The Real Good Food Company, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1 The name of the Corporation is The Real Good Food Company, Inc. The original Certificate of Incorporation of the Corporation was filed with |
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| November 18, 2024 |
CERTIFICATE OF DESIGNATION SERIES A PREFERRED STOCK THE REAL GOOD FOOD COMPANY, INC. Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK OF THE REAL GOOD FOOD COMPANY, INC. Pursuant to Section 151 of the Delaware General Corporation Law, The Real Good Food Company, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that the following resolution was duly adopted by the board of directors of the Cor |
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| November 18, 2024 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) November 12, 2024 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation) ( |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Re |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| November 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) November 5, 2024 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation) (C |
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| October 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) October 18, 2024 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation) (C |
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| September 26, 2024 |
Exhibit 10.2 THE DEBT OBLIGATIONS GOVERNED BY THIS AGREEMENT HAVE BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, THE AMOUNT OF OID, THE ISSUE DATE AND THE YIELD TO MATURITY OF THESE DEBT OBLIGATIONS MAY BE OBTAINED BY CONTACTING THE BORROWER PURSUANT TO SECTION 9.6 OF THIS AGREEMENT. PMC Financial Services Group, LLC Amended and Res |
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| September 26, 2024 |
Exhibit 10.4 THE DEBT OBLIGATIONS GOVERNED BY THIS AGREEMENT HAVE BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, THE AMOUNT OF OID, THE ISSUE DATE AND THE YIELD TO MATURITY OF THESE DEBT OBLIGATIONS MAY BE OBTAINED BY CONTACTING THE BORROWER PURSUANT TO SECTION 9.6 OF THIS AGREEMENT. Emblem-RGF Main LLC Super-Priority Loan and Secur |
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| September 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) September 20, 2024 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation) |
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| September 26, 2024 |
Exhibit 10.7 Execution Version FIRST RESTATED AND AMENDED TAX RECEIVABLE AGREEMENT among THE REAL GOOD FOOD COMPANY, INC., THE TRA HOLDERS, and THE TRA HOLDER REPRESENTATIVE TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 3 Section 1.1 Definitions 3 ARTICLE II ARTICLE II DETERMINATION OF REALIZED TAX BENEFITS 11 Section 2.1 Exchange Schedule 11 Section 2.2 Tax Benefit Schedule 11 Section 2.3 Procedur |
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| September 26, 2024 |
Exhibit 10.3 Execution Version NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, (I) THE LIENS AND SECURITY INTERESTS GRANTED TO THE APPLICABLE SECOND PRIORITY REPRESENTATIVE (AS DEFINED IN THE JUNIOR LIEN INTERCREDITOR AGREEMENT) PURSUANT TO THIS AGREEMENT ARE EXPRESSLY SUBJECT AND SUBORDINATE TO THE LIENS AND SECURITY INTERESTS GRANTED TO EMBLEM-RGF MAIN LLC, AS ADMINISTRATIVE AGENT AND COLLATERA |
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| September 26, 2024 |
Exhibit 10.1 Execution Version REAL GOOD FOODS, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of September 20, 2024 THE UNITS ISSUED PURSUANT TO THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, |
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| September 26, 2024 |
Exhibit 99.1 The Real Good Food Company Announces Debt Refinancing Transactions with PMC Financial Services and Emblem Investments Fund I, LP Emblem Financing Provides Significant Incremental Liquidity to Drive Operational Turnaround Supporting Continued Growth CHERRY HILL, N.J., September 26, 2024 — The Real Good Food Company, Inc. (NASDAQ: RGF) (“Real Good Foods” or the “Company”), a leading hea |
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| September 26, 2024 |
Exhibit 10.5 Execution Version Emblem-RGF Main LLC Schedule to Super-Priority Loan and Security Agreement Borrower: Real Good Foods, LLC Holdings: The Real Good Food Company, Inc. Address: 3 Executive Campus, Suite 155 Cherry Hill, New Jersey 08002 Date: September 20, 2024 This Schedule forms an integral part of the Super-Priority Loan and Security Agreement, dated as of September 20, 2024 (as ame |
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| September 26, 2024 |
Exhibit 10.6 Execution Version EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), effective as of September 20, 2024 (the “Effective Time”), is made by and among The Real Good Food Company, Inc., a Delaware corporation (the “Corporation”), Real Good Foods, LLC, a Delaware limited liability company (the “Company |
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| September 18, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 12, 2024 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation) |
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| September 18, 2024 |
The Real Good Food Company Receives Nasdaq Notice Regarding Potential Delisting Exhibit 99.1 The Real Good Food Company Receives Nasdaq Notice Regarding Potential Delisting Cherry Hill, NJ, September 18, 2024 – 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 that on September 12, 2024, it received a notification from The Nasdaq Stock Market LLC (“Nasdaq”) inform |
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| August 28, 2024 |
The Real Good Food Company Receives Nasdaq Notice Regarding Filing Requirements Exhibit 99.1 The Real Good Food Company Receives Nasdaq Notice Regarding Filing Requirements Cherry Hill, NJ, August 28, 2024 – 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 that on August 26, 2024, it received a notification from The Nasdaq Stock Market LLC (“Nasdaq”) that the Com |
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| August 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 26, 2024 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation) (Co |
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| August 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report |
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| August 9, 2024 |
AMENDMENT NUMBER THIRTY TWO TO LOAN AND SECURITY AGREEMENT Exhibit 10.2 AMENDMENT NUMBER THIRTY TWO TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NUMBER THIRTY TWO TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of August 8, 2024 (the “Amendment Thirty Two Effective Date”) is entered into between PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (“Lender”), and REAL GOOD FOODS, LLC, a Delaware limited liability company (“ |
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| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 8, 2024 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation) (Com |
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| July 18, 2024 |
AMENDMENT NUMBER THIRTY ONE TO LOAN AND SECURITY AGREEMENT Exhibit 10.2 AMENDMENT NUMBER THIRTY ONE TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NUMBER THIRTY ONE TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of July 14, 2024 (the “Amendment Thirty One Effective Date”) is entered into between PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (“Lender”), and REAL GOOD FOODS, LLC, a Delaware limited liability company (“B |
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| July 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) July 14, 2024 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation) (Comm |
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| July 2, 2024 |
AMENDMENT NUMBER THIRTY TO LOAN AND SECURITY AGREEMENT Exhibit 10.2 AMENDMENT NUMBER THIRTY TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NUMBER THIRTY TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of June 28, 2024 (the “Amendment Thirty Effective Date”) is entered into between PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (“Lender”), and REAL GOOD FOODS, LLC, a Delaware limited liability company (“Borrower”), i |
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| July 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) June 28, 2024 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation) (Comm |
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| June 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) June 20, 2024 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation) (Comm |
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| June 26, 2024 |
AMENDMENT NUMBER TWENTY NINE TO LOAN AND SECURITY AGREEMENT Exhibit 10.2 AMENDMENT NUMBER TWENTY NINE TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NUMBER TWENTY NINE TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of June 20, 2024 (the “Amendment Twenty Nine Effective Date”) is entered into between PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (“Lender”), and REAL GOOD FOODS, LLC, a Delaware limited liability company |
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| May 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 17, 2024 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation) (Commi |
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| May 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition |
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| May 7, 2024 |
SC 13G/A 1 ea0205473-13ga1brilrealgood.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* The Real Good Food Company, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 75601G109 (CUSIP Number) May 3, 2024 (Date of Ev |
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| May 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) April 29, 2024 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation) (Com |
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| May 1, 2024 |
Exhibit 99.1 The Real Good Food Company Appoints New Senior Food Executives to Lead Finance, Procurement, Supply Chain and Business Management Respected Finance Executive Jim Behling Appointed CFO to Revitalize Finance & Reporting Function, Concurrent with Hiring of John Bissett, CPA as Senior Vice President of Finance, Controller Maturity of PMC Credit Agreement Extended by One Year to 12/31/2026 |
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| May 1, 2024 |
Exhibit 10.4 April 26, 2024 PERSONAL & CONFIDENTIAL Jim Behling Re: Offer of Employment for Jim Behling Dear Mr. Behling: On behalf of Real Good Foods, LLC (the “Company”), I am pleased to extend the Company’s offer of employment to you as the Chief Financial Officer of the Company. Your anticipated hire date is April 30, 2024. You shall perform such duties and have such responsibilities that are |
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| April 30, 2024 |
Exhibit 10.3 Execution Version CONDITIONAL WAIVER AGREEMENT THIS CONDITIONAL WAIVER AGREEMENT (this “Agreement”) is entered into as of April 26, 2024 (the “Agreement Date”), between REAL GOOD FOODS, LLC, a Delaware corporation (“Borrower”), and PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (“Lender”), and is based on the following facts: RECITALS A. Borrower and Lender ha |
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| April 30, 2024 |
AMENDMENT NUMBER TWENTY EIGHT TO LOAN AND SECURITY AGREEMENT Exhibit 10.2 Execution Version AMENDMENT NUMBER TWENTY EIGHT TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NUMBER TWENTY EIGHT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of April 26, 2023 (the “Amendment Twenty Eight Effective Date”) is entered into between PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (“Lender”), and REAL GOOD FOODS, LLC, a Delaware limi |
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| April 30, 2024 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) April 26, 2024 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation) (Com |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) April 24, 2024 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation) (Com |
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| April 23, 2024 |
The Real Good Food Company Receives Nasdaq Notice Regarding Minimum Bid Price Requirements Exhibit 99.1 The Real Good Food Company Receives Nasdaq Notice Regarding Minimum Bid Price Requirements Cherry Hill, NJ, April 23, 2024 – 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 that on April 19, 2024, it received two notifications (the “Notifications”) from The Nasdaq Stock |
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| April 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) April 19, 2024 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation) (Com |
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| April 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) April 11, 2024 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation) (Com |
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| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Rep |
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| March 18, 2024 |
Exhibit 10.1 March 15, 2024 PERSONAL & CONFIDENTIAL Timothy S. Zimmer Re: Offer of Employment for Timothy S. Zimmer Dear Mr. Zimmer: On behalf of Real Good Foods, LLC (the “Company”), I am pleased to extend the Company’s offer of employment to you as the Chief Executive Officer of the Company. Your anticipated hire date is March 18, 2024. You shall perform such duties and have such responsibilitie |
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| March 18, 2024 |
The Real Good Food Company Announces Leadership Changes and Supply Chain Optimization EX-99.1 Exhibit 99.1 The Real Good Food Company Announces Leadership Changes and Supply Chain Optimization Cherry Hill, NJ, March 18, 2024 – The Real Good Food Company, Inc. (NASDAQ: RGF) (“Real Good Foods” or the “Company”), a leading health and wellness frozen and refrigerated foods company, today provided a corporate update concurrent with the appointment of foods executive Tim Zimmer as Chief |
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| March 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 15, 2024 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation) (Co |
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| March 12, 2024 |
AMENDMENT NUMBER TWENTY SEVEN TO LOAN AND SECURITY AGREEMENT Exhibit 10.1 AMENDMENT NUMBER TWENTY SEVEN TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NUMBER TWENTY SEVEN TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of March 7, 2024 (the “Amendment Twenty Seven Effective Date”) is entered into between PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (“Lender”), and REAL GOOD FOODS, LLC, a Delaware limited liability compa |
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| March 12, 2024 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 7, 2024 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation) (Comm |
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| February 14, 2024 |
SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* The Real Good Food Company, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 75601G109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appro |
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| February 14, 2024 |
SC 13G/A 1 d770593dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* The Real Good Food Company, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 75601G109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of t |
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| February 14, 2024 |
SC 13G/A 1 d779219dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* The Real Good Food Company, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 75601G109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of t |
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| February 13, 2024 |
SC 13G 1 ea193636-13gbrileyrealgood.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 The Real Good Food Company, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 75601G109 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this S |
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| January 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)1 The Real Good Food Company, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 75601G109 (CUSIP Num |
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| November 22, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) November 20, 2023 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation) ( |
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| November 22, 2023 |
AMENDMENT NUMBER TWENTY SIX TO LOAN AND SECURITY AGREEMENT Exhibit 10.1 AMENDMENT NUMBER TWENTY SIX TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NUMBER TWENTY SIX TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of November 20, 2023 (the “Amendment Twenty Six Effective Date”) is entered into between PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (“Lender”), and REAL GOOD FOODS, LLC, a Delaware limited liability company |
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| November 22, 2023 |
Exhibit 99.1 The Real Good Food Company Announces Definitive Debt Refinancing Agreement to Enhance Liquidity Debt Refinancing to Enhance Liquidity Position by $15 Million & Significantly Reduces Cash Debt Service Cherry Hill, NJ, November 21, 2023 – The Real Good Food Company, Inc. (NASDAQ: RGF) (“Real Good Foods” or the “Company”), a leading health and wellness frozen and refrigerated foods compa |
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| November 14, 2023 |
Amended and Restated 2021 Stock Incentive Plan Exhibit 10.2 2021 AMENDED AND RESTATED STOCK INCENTIVE PLAN THE REAL GOOD FOOD COMPANY, INC. THE REAL GOOD FOOD COMPANY, INC. 2021 AMENDED AND RESTATED STOCK INCENTIVE PLAN As adopted by the Board of Directors on October 11, 2021 August 16, 2023 ARTICLE 1 PURPOSES OF THE PLAN; TERM 1.1 Purposes. The purposes of the Plan are (a) to enhance the Company’s ability to attract and retain the services of |
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| November 14, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-41025 |
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| November 13, 2023 |
SC 13G/A 1 schedule13g.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 2 )* The Real Good Food Company, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 75601G109 (CUSIP Number) |
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| November 13, 2023 |
The Real Good Food Company Reports Third Quarter 2023 Financial Results Exhibit 99.1 The Real Good Food Company Reports Third Quarter 2023 Financial Results Cherry Hill, NJ, November 10, 2023 – The Real Good Food Company, Inc. (NASDAQ: RGF) (“Real Good Foods” or the “Company”), a leading health and wellness frozen and refrigerated foods company, today reported financial results for its third quarter ended September 30, 2023. Management Commentary “The third quarter wa |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) November 10, 2023 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation) ( |
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| October 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 The Real Good Food Company, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 75601G109 (CUSIP Num |
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| October 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 The Real Good Food Company, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 75601G109 (CUSIP Numb |
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| October 26, 2023 |
EX-99.1 2 ex991to13d11527rgf10262023.htm Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Class A Common Stock, par value $0.0001 per share, of The Real Good Food Company, Inc. dated as of the date hereof is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigne |
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| October 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) October 17, 2023 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation) (C |
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| October 17, 2023 |
The Real Good Food Company, Inc. Announces the Full Exercise of the Overallotment Option Exhibit 99.1 The Real Good Food Company, Inc. Announces the Full Exercise of the Overallotment Option CHERRY HILL, N.J., October 17, 2023 – The Real Good Food Company, Inc. (NASDAQ: RGF) (the “Company”), a leading health and wellness frozen and refrigerated food company, today announced that the underwriter of the Company’s previously announced public offering of Class A common stock has fully exe |
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| October 13, 2023 |
The Real Good Food Company, Inc. Announces Pricing of Public Offering of its Class A Common Stock Exhibit 99.2 The Real Good Food Company, Inc. Announces Pricing of Public Offering of its Class A Common Stock CHERRY HILL, N.J., October 11, 2023 – The Real Good Food Company, Inc. (NASDAQ: RGF) (the “Company”), a leading health and wellness frozen and refrigerated food company, today announced the pricing of an underwritten public offering of 6,785,715 shares of its Class A common stock at a pub |
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| October 13, 2023 |
6,785,715 Shares The Real Good Food Company, Inc. Class A Common Stock Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-274444 Prospectus Supplement (To Prospectus dated September 27, 2023) 6,785,715 Shares The Real Good Food Company, Inc. Class A Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering 6,785,715 shares of our Class A common stock, par value $0.0001 per share (“Common Stock”). Our Com |
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| October 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) October 10, 2023 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation) (C |
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| October 13, 2023 |
Exhibit 99.1 The Real Good Food Company, Inc. Announces Commencement of Public Offering of its Class A Common Stock CHERRY HILL, N.J., October 10, 2023 – The Real Good Food Company, Inc. (NASDAQ: RGF) (the “Company”), a leading health and wellness frozen and refrigerated food company, today announced that it has commenced an underwritten public offering, subject to market and other conditions, to |
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| October 13, 2023 |
Exhibit 1.1 Execution Version 6,785,715 Shares of Class A Common Stock The Real Good Food Company, Inc. UNDERWRITING AGREEMENT October 11, 2023 B. Riley Securities, Inc. As the Underwriter 11100 Santa Monica Boulevard Suite 800 Los Angeles, CA 90025 Ladies and Gentlemen: Introductory. The Real Good Food Company, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to B. Riley S |
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| October 10, 2023 |
SUBJECT TO COMPLETION, DATED OCTOBER 10, 2023 Table of Contents The information in this preliminary prospectus supplement is not complete and may be changed. |
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| October 10, 2023 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) October 10, 2023 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation) (C |
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| October 10, 2023 |
Exhibit 99.1 The Real Good Food Company Reports Preliminary Third Quarter 2023 Financial Results and Provides Preliminary 2023 and 2024 Outlook CHERRY HILL, N.J., October 10, 2023 — The Real Good Food Company, Inc. (Nasdaq: RGF) (“Real Good Foods” or the “Company”), an innovative, high-growth, branded, health- and wellness-focused frozen food company, today reported preliminary financial results f |
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| September 25, 2023 |
[Remainder of Page Intentionally Blank] September 25, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D. |
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| September 11, 2023 |
Form of Indenture Relating to the Company’s Debt Securities. Exhibit 4.2 INDENTURE THE REAL GOOD FOOD COMPANY, INC. and [] Trustee Dated as of , 20 TABLE OF CONTENTS Article I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions 1 Section 1.2 Other Definitions 3 Section 1.3 Incorporation by Reference of Trust Indenture Act 4 Section 1.4 Rules of Construction 4 Article II. THE SECURITIES 5 Section 2.1 Issuable in Series 5 Section 2.2 Establi |
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| September 11, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) The Real Good Food Company, Inc. |
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| September 11, 2023 |
As filed with the Securities and Exchange Commission on September 11, 2023 Table of Contents As filed with the Securities and Exchange Commission on September 11, 2023 Registration No. |
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| August 28, 2023 |
SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* The Real Good Food Company, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 75601G109 (CUSIP Number) August 24, 2023 (Date of Event Which Requires Filing of this Statement) Check the appro |
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| August 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 16, 2023 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation) (Co |
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| August 14, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-41025 THE |
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| August 11, 2023 |
The Real Good Food Company Reports Second Quarter 2023 Financial Results Exhibit 99.1 The Real Good Food Company Reports Second Quarter 2023 Financial Results Cherry Hill, NJ, August 11, 2023 – The Real Good Food Company, Inc. (NASDAQ: RGF) (“Real Good Foods” or the “Company”), a leading health and wellness frozen and refrigerated foods company, today reported financial results for its second quarter ended June 30, 2023. Management Commentary Bryan Freeman, Executive C |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 11, 2023 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation) (Co |
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| July 26, 2023 |
EX-10.1 Exhibit 10.1 AMENDMENT NUMBER TWENTY FIVE TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NUMBER TWENTY FIVE TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of July 17, 2023 (the “Amendment Twenty Five Effective Date”) is entered into between PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (“Lender”), and REAL GOOD FOODS, LLC, a Delaware limited liability |
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| July 26, 2023 |
Exhibit 99.1 The Real Good Food Company Announces Amendment to Existing Credit Facility to Enhance Liquidity Favorable Amendment Expands Credit Facility to $80 Million Cherry Hill N.J., July 26, 2023 – The Real Good Food Company Inc. (NASDAQ: RGF) (“Real Good Foods” or the “Company”), a leading health and wellness frozen and refrigerated food company, today announced the amendment of its loan and |
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| July 26, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) July 21, 2023 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation) (Comm |
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| June 30, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| June 30, 2023 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 1, 2023 |
EX-99.1 Exhibit 99.1 The Real Good Food Company Appoints Timothy K. Hussman to the Board of Directors Brings Over 35 Years of Food Manufacturing, Procurement, and Distribution Experience Cherry Hill, NJ, June 1, 2023 – The Real Good Food Company, Inc. (NASDAQ: RGF) (“Real Good Foods” or the “Company”), a leading health and wellness frozen foods company, today announced the appointment of respected |
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| June 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 30, 2023 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation or org |
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| May 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 26, 2023 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation) (Commi |
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| May 15, 2023 |
EX-10.1 Exhibit 10.1 AMENDMENT NUMBER TWENTY FOUR TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NUMBER TWENTY FOUR TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of February 28, 2023 (the “Amendment Twenty Four Effective Date”) is entered into between PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (“Lender”), and REAL GOOD FOODS, LLC, a Delaware limited liabil |
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| May 15, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-41025 THE |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 12, 2023 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation) (Commi |
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| May 12, 2023 |
The Real Good Food Company Reports First Quarter 2023 Financial Results & Reaffirms 2023 Guidance EX-99.1 Exhibit 99.1 The Real Good Food Company Reports First Quarter 2023 Financial Results & Reaffirms 2023 Guidance Cherry Hill, NJ, May 12, 2023 – The Real Good Food Company, Inc. (NASDAQ: RGF) (“Real Good Foods” or the “Company”), a leading health and wellness frozen foods company, today reported financial results for its first quarter ended March 31, 2023. Management Commentary Bryan Freeman |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECU RI TIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41025 THE |
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| March 31, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-41025 THE REAL |
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| March 31, 2023 |
EX-10.28 Exhibit 10.28 Execution Version AMENDMENT NUMBER TWENTY THREE TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NUMBER TWENTY THREE TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of August 14, 2022 (the “Amendment Twenty Three Effective Date”) is entered into between PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (“Lender”), and REAL GOOD FOODS, LLC, a De |
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| March 31, 2023 |
EX-4.1 Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK The following is a description of the material terms of our Certificate of Incorporation and Bylaws, each as they are expected to be in effect upon the consummation of this offering. The following description may not contain all of the information that is important to you. To understand the material terms of our Class A common stock, you should read |
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| March 27, 2023 |
The Real Good Food Company Reports Fourth Quarter and Fiscal Year 2022 Financial Results EX-99.1 Exhibit 99.1 The Real Good Food Company Reports Fourth Quarter and Fiscal Year 2022 Financial Results Cherry Hill, NJ, March 27, 2023 – The Real Good Food Company, Inc. (NASDAQ: RGF) (“Real Good Foods” or the “Company”), a leading health and wellness frozen foods company, today reported financial results for its fourth quarter and fiscal year ended December 31, 2022. Management Commentary |
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| March 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 27, 2023 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation (Comm |
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| March 1, 2023 |
EX-99.1 Exhibit 99.1 The Real Good Food Company Announces Amendment to Existing Credit Facility to Enhance Liquidity by up to $20 Million Favorable Amendment Allows for Borrowing an Additional $10 Million and Increased Advance Rates on Finished Goods and Raw Materials, Enhancing Liquidity Position by up to $20 Million Cherry Hill N.J., March 1, 2023 – The Real Good Food Company Inc. (NASDAQ: RGF) |
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| March 1, 2023 |
EX-10.1 Exhibit 10.1 AMENDMENT NUMBER TWENTY FOUR TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NUMBER TWENTY FOUR TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of February 28, 2023 (the “Amendment Twenty Four Effective Date”) is entered into between PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (“Lender”), and REAL GOOD FOODS, LLC, a Delaware limited liabil |
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| March 1, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 28, 2023 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation) ( |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* The Real Good Food Company, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 75601G109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo |
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| February 14, 2023 |
SC 13G/A 1 d445402dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* The Real Good Food Company, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 75601G109 (CUSIP Number) January 18, 2023 (Date of Event Which Requires Filing of |
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| February 14, 2023 |
SC 13G/A 1 d464933dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* The Real Good Food Company, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 75601G109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of t |
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| February 14, 2023 |
SC 13G/A 1 d466302dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* The Real Good Food Company, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 75601G109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of t |
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| February 10, 2023 |
SC 13G/A 1 schedule13g.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 1 )* The Real Good Food Company, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 75601G109 (CUSIP Number) |
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| December 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 23, 2022 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation o |
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| December 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 20, 2022 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation o |
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| December 23, 2022 |
The Real Good Food Company Announces Director Resignation Exhibit 99.1 The Real Good Food Company Announces Director Resignation Cherry Hill N.J., Dec 22, 2022 (GLOBE NEWSWIRE) ? The Real Good Food Company Inc. (Nasdaq: RGF) (the ?Company?), today announced that Deanna T. Brady has resigned as a Director of the Company, effective immediately. The resignation was at Ms. Brady?s direction given the recent evolution of Real Good Food?s product portfolio int |
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| November 14, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-41025 |
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| November 14, 2022 |
EX-10.1 2 d246149dex101.htm EX-10.1 Exhibit 10.1 Execution Version AMENDMENT NUMBER TWENTY THREE TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NUMBER TWENTY THREE TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of August 14, 2022 (the “Amendment Twenty Three Effective Date”) is entered into between PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (“Lender”), and |
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| November 10, 2022 |
Exhibit 99.1 The Real Good Food Company Reports Third Quarter 2022 Financial Results and Provides Preliminary 2023 Outlook CHERRY HILL, N.J., November 10, 2022 ? The Real Good Food Company, Inc. (Nasdaq: RGF) (?Real Good Foods? or the ?Company?), an innovative, high-growth, branded, health- and wellness-focused frozen food company, today reported financial results for its third quarter ended Septe |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 10, 2022 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation o |
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| August 15, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-41025 THE |
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| August 12, 2022 |
Exhibit 99.1 The Real Good Food Company Reports Second Quarter 2022 Financial Results and Raises 2022 Net Sales Outlook (CHERRY HILL, N.J., August 12, 2022) — The Real Good Food Company, Inc. (Nasdaq: RGF) (“Real Good Foods” or the “Company”), an innovative, high-growth, branded, health- and wellness-focused frozen food company, today reported financial results for its second quarter ended June 30 |
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| August 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2022 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation or |
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| June 21, 2022 |
Exhibit 99.1 AGREEMENT OF JOINT FILING In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A |
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| June 21, 2022 |
SC 13G 1 sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* The Real Good Food Company, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 75601G109 (CUSIP Number) March 4, 2022 (Date of Event Which Requires Filing of this Statement) Check the |
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| June 15, 2022 |
Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* The Real Good Food Company, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 75601G109 (CUSIP Number) November 30, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat |
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| June 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 8, 2022 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation or org |
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| May 16, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2022 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-41025 THE |
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| May 13, 2022 |
Exhibit 99.1 The Real Good Food Company Reports First Quarter 2022 Financial Results and Raises 2022 Outlook (CHERRY HILL, N.J., May 13, 2022) ? The Real Good Food Company, Inc. (Nasdaq: RGF) (?Real Good Foods? or the ?Company?), an innovative, high-growth, branded, health- and wellness-focused frozen food company, today reported financial results for its first quarter ended March 31, 2022. ?We ha |
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| May 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 13, 2022 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation or org |
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| May 2, 2022 |
DEFA14A 1 d272526ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| May 2, 2022 |
DEF 14A 1 d272526ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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| April 8, 2022 |
As filed with the Securities and Exchange Commission on April 8, 2022 S-8 1 d347399ds8.htm S-8 As filed with the Securities and Exchange Commission on April 8, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 87-1280343 (State or other jurisdiction of (I.R.S |
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| April 8, 2022 |
EX-FILING FEES 4 d347399dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) The Real Good Food Company, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule or Instruction Amount Registered(1) Proposed Maximum Aggregate Offering Price Per Unit Maximum A |
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| March 30, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-41025 THE REAL |
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| March 30, 2022 |
Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK The following is a description of all material characteristics of the capital stock of The Real Good Food Company, Inc., as set forth in our Amended and Restated Certificate of Incorporation (our ?Certificate of Incorporation?) and our Amended and Restated Bylaws (our ?Bylaws?). References to ?we,? ?us,? and ?our? refer to The Real Good Food Company, Inc. T |
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| March 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 11, 2022 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation or o |
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| March 11, 2022 |
Exhibit 99.1 The Real Good Food Company Reports Fourth Quarter and Full Year 2021 Financial Results Company Raises 2022 Outlook & Long-Term Targets (CHERRY HILL, N.J., March 11, 2022) ? The Real Good Food Company, Inc. (Nasdaq: RGF) (?Real Good Foods? or the ?Company?), an innovative, high-growth, branded, health- and wellness-focused frozen food company, today reported financial results for its f |
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| January 5, 2022 |
Exhibit 10.1 AMENDMENT NUMBER TWENTY TWO TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NUMBER TWENTY TWO TO LOAN AND SECURITY AGREEMENT (this ?Amendment?), dated as of December 31, 2021 (the ?Amendment Twenty Two Effective Date?) is entered into between PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (?Lender?), and REAL GOOD FOODS, LLC, a Delaware limited liability company |
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| January 5, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 31, 2021 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation or |
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| December 17, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2021 or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 001-41025 |
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| December 9, 2021 |
GB:RGD / REAL GOOD FOOD PLC / Slingshot Consumer LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* The Real Good Food Company, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 75601G109 (CUSIP Number) November 9, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| December 9, 2021 |
EX-99.1 2 d239131dex991.htm EX-99.1 Exhibit 99.1 AGREEMENT OF JOINT FILING In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments |
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| December 9, 2021 |
EX-10.1 2 d201950dex101.htm EX-10.1 Exhibit 10.1 AMENDMENT NUMBER TWENTY-ONE TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NUMBER TWENTY-ONE TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of December 6, 2021 (the “Amendment Twenty-one Effective Date”) is entered into between PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (“Lender”), and THE REAL GOOD FOOD COMP |
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| December 9, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 6, 2021 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation or |
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| December 7, 2021 |
Financial Statements and Exhibits 8-K 1 d264364d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 7, 2021 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdic |
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| December 7, 2021 |
EX-99.1 2 d264364dex991.htm EX-99.1 Exhibit 99.1 The Real Good Food Company Reports Third Quarter 2021 Financial Results Record Net Sales of $23.0 Million, a 136% Increase Year-Over-Year Pro Forma Cash Balance of $44 Million and Credit Facility Capacity Expanded to $70 Million Company Provides Full Year 2021 and 2022 Outlook and Provides Long-Term Targets (CHERRY HILL, N.J., December 7, 2021) — Th |
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| December 3, 2021 |
GB:RGD / REAL GOOD FOOD PLC / Schreider Josh - SC 13G Passive Investment SC 13G 1 d240634dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* The Real Good Food Company, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 75601G109 (CUSIP Number) November 9, 2021 (Date of Event Which Requires Filing of this Sta |
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| December 2, 2021 |
GB:RGD / REAL GOOD FOOD PLC / LAW GERARD GARFIELD - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* The Real Good Food Company, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 75601G109 (CUSIP Number) November 9, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| December 2, 2021 |
Exhibit 99.1 AGREEMENT OF JOINT FILING In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A |
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| December 2, 2021 |
GB:RGD / REAL GOOD FOOD PLC / CPG Solutions LLC - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* The Real Good Food Company, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 75601G109 (CUSIP Number) November 9, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropria |
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| December 2, 2021 |
GB:RGD / REAL GOOD FOOD PLC / PPZ, LLC - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* The Real Good Food Company, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 75601G109 (CUSIP Number) November 9, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropria |
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| December 2, 2021 |
EX-99.1 Exhibit 99.1 AGREEMENT OF JOINT FILING In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the |
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| November 15, 2021 |
Exhibit 10.2 THE REAL GOOD FOOD COMPANY, INC. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made as of November 4, 2021 among The Real Good Food Company, Inc., a Delaware corporation (the ?Company?), each of the investors listed on the signature pages hereto under the caption ?Investors? (collectively, the ?Investors?) and each Person who executes a Joinder |
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| November 15, 2021 |
Exhibit 10.1 TAX RECEIVABLE AGREEMENT among THE REAL GOOD FOOD COMPANY, INC., THE TRA HOLDERS, and THE TRA HOLDER REPRESENTATIVE TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 ARTICLE II DETERMINATION OF REALIZED TAX BENEFITS 8 Section 2.1 Exchange Schedule 8 Section 2.2 Tax Benefit Schedule 8 Section 2.3 Procedures, Amendments, and Principles 8 ARTICLE III TAX BENEFIT PA |
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| November 15, 2021 |
Limited Liability Company Agreement of Real Good Foods, LLC. Exhibit 10.4 REAL GOOD FOODS, LLC LIMITED LIABILITY COMPANY AGREEMENT Dated as of November 4, 2021 THE UNITS ISSUED PURSUANT TO THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) November 4, 2021 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 001-41025 87-1280343 (State or other jurisdiction of incorporation or |
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| November 15, 2021 |
The Real Good Food Company Announces Pricing of Initial Public Offering Exhibit 99.1 Media Contact Nikole Johnston [email protected] Investor Contact Chris Bevenour [email protected] The Real Good Food Company Announces Pricing of Initial Public Offering (CHERRY HILL, N.J., November 4, 2021) ? The Real Good Food Company, Inc. (the ?Company?) today announced the pricing of its initial public offering of 5,333,333 shares of its Class A common stock at a |
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| November 15, 2021 |
Exchange Agreement, dated as of November 4, 2021, by and among RGF, Inc., RGF, LLC, and the Members. EX-10.3 6 d626776dex103.htm EX-10.3 Exhibit 10.3 EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of November 4, 2021 and effective as of immediately prior to the consummation of the IPO (as defined below) (the “Effective Time”), is made by and among The Real Good Food Company, Inc., a Delaware corpo |
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| November 15, 2021 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE REAL GOOD FOOD COMPANY, INC. The Real Good Food Company, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: 1 The name of the Corporation is The Real Good Food Company, Inc. The original Certificate of Incorporation of the Corporation was filed with |
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| November 15, 2021 |
Amended and Restated Bylaws of RGF, Inc. Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF THE REAL GOOD FOOD COMPANY, INC. Dated as of October 11, 2021 TABLE OF CONTENTS Page Article I. Meetings of Stockholders 1 Section 1.01 Place of Meetings 1 Section 1.02 Annual Meetings 1 Section 1.03 Special Meetings 1 Section 1.04 Notice of Meetings 1 Section 1.05 Adjournments 1 Section 1.06 Quorum 1 Section 1.07 Organization 2 Section 1.08 Voting; Proxi |
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| November 10, 2021 |
As filed with the Securities and Exchange Commission on November 9, 2021 As filed with the Securities and Exchange Commission on November 9, 2021 Registration No. |
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| November 8, 2021 |
5,333,333 Shares The Real Good Food Company, Inc. Class A Common Stock 424B4 1 d187927d424b4.htm 424B4 Table of Contents Filed pursuant to Rule 424(b)(4) Registration No. 333-260204 5,333,333 Shares The Real Good Food Company, Inc. Class A Common Stock This is an initial public offering of shares of Class A common stock of The Real Good Food Company, Inc. We are offering shares of our Class A common stock, and the selling stockholder identified in this prospectus, wh |
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| November 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 THE REAL GOOD FOOD COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 87-1280343 (State of incorporation or organization) (I.R.S. Employer Identification No.) 3 Executi |
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| November 4, 2021 |
Filed Pursuant to Rule 433 under the Securities Act of 1933, as amended Issuer Free Writing Prospectus dated November 4, 2021 Relating to Preliminary Prospectus issued November 1, 2021 Registration Statement No. |
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| November 2, 2021 |
CORRESP 1 filename1.htm November 2, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Mr. Sergio Chinos Mr. Perry Hindin Ms. Beverly Singleton Mr. Mark Rakip Re: The Real Good Food Company, Inc. Registration Statement on Form S-1 File No. 333-260204 Acceleration Request Requested Date: November 4, 2021 Reques |
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| November 2, 2021 |
THE REAL GOOD FOOD COMPANY, INC. 3 Executive Campus, Suite 155 Cherry Hill, NJ 08002 (856) 644-5624 November 2, 2021 SUBMITTED VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Mr. Sergio Chinos Mr. Perry Hindin Ms. Beverly Singleton Mr. Mark Rakip Re: The Real Good Food Company, Inc. Registration Statement on For |
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| November 1, 2021 |
CORRESP 1 filename1.htm Stradling Yocca Carlson & Rauth A Professional Corporation 660 Newport Center Drive, Suite 1600 Newport Beach, CA 92660-6422 949 725 4000 stradlinglaw.com Ryan C. Wilkins 949 725 4115 [email protected] November 1, 2021 SUBMITTED VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20 |
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| November 1, 2021 |
As filed with the Securities and Exchange Commission on November 1, 2021. Table of Contents As filed with the Securities and Exchange Commission on November 1, 2021. |
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| October 28, 2021 |
Employment Agreement, dated as of October 27, 2021, by and between RGF, LLC and Bryan Freeman. EX-10.8 6 d187927dex108.htm EX-10.8 Exhibit 10.8 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of October 27, 2021, by and between REAL GOOD FOODS, LLC, a Delaware limited liability company (the “Company”), and Bryan Freeman (the “Executive”) and is effective as of (the “Effective Date”). ARTICLE I DUTIES AND TERMS 1.1 EMPLOYMENT. In consideration |
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| October 28, 2021 |
Form of Underwriting Agreement. EX-1.1 2 d187927dex11.htm EX-1.1 Exhibit 1.1 [] Shares of Class A Common Stock The Real Good Food Company, Inc. UNDERWRITING AGREEMENT [], 2021 JEFFERIES LLC WILLIAM BLAIR & COMPANY, L.L.C. As Representatives of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o WILLIAM BLAIR & COMPANY, L.L.C. 150 North Riverside Plaza Chicago, Illinois 60606 Ladies and Gent |
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| October 28, 2021 |
Exhibit 2.1 PLAN OF CONVERSION of The Real Good Food Company LLC, a California Limited Liability Company into Real Good Foods, LLC, a Delaware Limited Liability Company Pursuant to the provisions of the California Revised Uniform Liability Company Act (the ?CA Act?) and the Delaware Limited Liability Company Act (the ?DE Act?), this Plan of Conversion (this ?Plan?) has been adopted as of October 2 |
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| October 28, 2021 |
Industrial Building Lease, dated October 4, 2021, by and between RGF, LLC and HP-A Bolingbrook, LLC. EX-10.31 9 d187927dex1031.htm EX-10.31 Exhibit 10.31 INDUSTRIAL BUILDING LEASE (Triple Net Single-Tenant) THIS LEASE (this “Lease”) is made and entered into this 4th day of October, 2021, by and between the Landlord and Tenant named below. ARTICLE 1 - LEASE OF PREMISES Section 1.01 Basic Lease Provisions and Definitions. (a) Landlord: HP-A Bolingbrook, LLC, a Delaware limited liability company. (b |
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| October 28, 2021 |
Employment Agreement, dated as of October 27, 2021, by and between RGF, LLC and Akshay Jagdale. Exhibit 10.10 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of October 27, 2021, by and between REAL GOOD FOODS, LLC, a Delaware limited liability company (the “Company”), and Akshay Jagdale (the “Executive”) and is effective as of (the “Effective Date”). ARTICLE I DUTIES AND TERMS 1.1 EMPLOYMENT. In consideration of their mutual covenants and oth |
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| October 28, 2021 |
Exhibit 10.3 REAL GOOD FOODS, LLC LIMITED LIABILITY COMPANY AGREEMENT Dated as of , 2021 THE UNITS ISSUED PURSUANT TO THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRAT |
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| October 28, 2021 |
Employment Agreement, dated as of October 27, 2021, by and between RGF, LLC and Gerard G. Law. Exhibit 10.9 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the ?Agreement?) is made as of October 27, 2021, by and between REAL GOOD FOODS, LLC, a Delaware limited liability company (the ?Company?), and Gerard G. Law (the ?Executive?) and is effective as of (the ?Effective Date?). ARTICLE I DUTIES AND TERMS 1.1 EMPLOYMENT. In consideration of their mutual covenants and other |
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| October 28, 2021 |
As filed with the Securities and Exchange Commission on October 28, 2021. Table of Contents As filed with the Securities and Exchange Commission on October 28, 2021. |
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| October 12, 2021 |
EX-10.23 26 d187927dex1023.htm EX-10.23 Exhibit 10.23 AMENDMENT NUMBER EIGHTEEN TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NUMBER EIGHTEEN TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of June 30, 2021 (the “Amendment Eighteen Effective Date”) is entered into between PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (“Lender”), and THE REAL GOOD FOOD COMPANY |
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| October 12, 2021 |
Director Nominee Consent of Mark J. Nelson. Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by The Real Good Food Company, Inc. (the ?Company?) of the Registration Statement on Form S-1 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named |
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| October 12, 2021 |
Exhibit 10.3 REAL GOOD FOODS, LLC LIMITED LIABILITY COMPANY AGREEMENT Dated as of , 2021 THE UNITS ISSUED PURSUANT TO THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRAT |
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| October 12, 2021 |
Exhibit 10.2 THE REAL GOOD FOOD COMPANY, INC. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of , 2021 among The Real Good Food Company, Inc., a Delaware corporation (the “Company”), each of the investors listed on the signature pages hereto under the caption “Investors” (collectively, the “Investors”) and each Person who executes a Joinder as an “Ot |
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| October 12, 2021 |
Exhibit 10.24 AMENDMENT NUMBER NINETEEN TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NUMBER NINETEEN TO LOAN AND SECURITY AGREEMENT (this ?Amendment?), dated as of September 1, 2021 (the ?Amendment Nineteen Effective Date?) is entered into between PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (?Lender?), and THE REAL GOOD FOOD COMPANY LLC (?Borrower?), in light of the fo |
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| October 12, 2021 |
EX-10.17 20 d187927dex1017.htm EX-10.17 Exhibit 10.17 PMC Financial Services Group, LLC Loan and Security Agreement Borrower: The Real Good Food Company LLC Address: 3750 University Avenue, Suite 610 Riverside, CA 92501 Date: June 30, 2016 (the “Effective Date”) THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between PMC Financial Services Group, LLC, a Delaware limited liabilit |
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| October 12, 2021 |
EX-10.14 17 d187927dex1014.htm EX-10.14 Exhibit 10.14 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”) is entered into on February 16, 2021, (the “Effective Date”) among PMC FINANCIAL SERVICES GROUP, LLC (“Seller”), and THE REAL GOOD FOOD COMPANY LLC, a California limited liability company (the “Buyer”). This Agreement is entered into with reference to the following facts: A. SSRE Hol |
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| October 12, 2021 |
Exhibit 10.11 February 26, 2021 Gerard Law The Real Good Food Company, LLC RE: 1820 Yeager Avenue, La Verne, CA Dear Gerard: I have enclosed the leases for the above referenced property for your review. If the agreements are acceptable to you, please initial the bottom of each page and sign your name in the signature areas. Additionally, you should contact the City and any necessary agencies to an |
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| October 12, 2021 |
Exhibit 10.21 AMENDMENT NUMBER SIXTEEN TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NUMBER SIXTEEN TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of February 16, 2021 (the “Amendment Sixteen Effective Date”) is entered into between PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (“Lender”), and THE REAL GOOD FOOD COMPANY LLC (“Borrower”), in light of the follo |
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| October 12, 2021 |
Loan and Security Agreement, dated October 25, 2018, by and between RGF, LLC and PPZ, LLC. Exhibit 10.28 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (“Agreement”) is made as of the 25th day of October, 2018 by and between THE REAL GOOD FOOD COMPANY LLC, a California limited liability company (“Borrower”) and PPZ, LLC, a Wyoming limited liability company, or its designee (“Lender”). Borrower and Lender are sometimes hereinafter individually referred to as a “Party” and c |
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| October 12, 2021 |
EX-10.30 33 d187927dex1030.htm EX-10.30 Exhibit 10.30 CONTRACT PACKING AGREEMENT This Contract Packing Agreement (the “Agreement”) is made effective as of November 5, 2018 (the “Effective Date”) between Me Gusta Gourmet (“Manufacturer”), having its principal offices at 28212 Constellation, Valencia, CA 91355, and The Real Good Food Company LLC, a California Limited Liability Company (“RGF”) having |
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| October 12, 2021 |
EX-21.1 34 d187927dex211.htm EX-21.1 Exhibit 21.1 SUBSIDIARIES OF RGF, INC. Name of Entity State or Other Jurisdiction of Incorporation or Organization Real Good Foods, LLC Delaware |
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| October 12, 2021 |
Director Nominee Consent of Deanna T. Brady. EX-99.1 38 d187927dex991.htm EX-99.1 Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by The Real Good Food Company, Inc. (the “Company”) of the Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 o |
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| October 12, 2021 |
EX-3.2 3 d187927dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF THE REAL GOOD FOOD COMPANY, INC. Dated as of October 11, 2021 TABLE OF CONTENTS Page Article I. Meetings of Stockholders 1 Section 1.01 Place of Meetings 1 Section 1.02 Annual Meetings 1 Section 1.03 Special Meetings 1 Section 1.04 Notice of Meetings 1 Section 1.05 Adjournments 1 Section 1.06 Quorum 1 Section 1.07 Organiza |
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| October 12, 2021 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE REAL GOOD FOOD COMPANY, INC. The Real Good Food Company, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: 1 The name of the Corporation is The Real Good Food Company, Inc. The original Certificate of Incorporation of the Corporation was filed with |
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| October 12, 2021 |
Exhibit 10.4 Schedule of Omitted Documents Exhibit 10.4 to Registration Statement on Form S-1 The Real Good Food Company, Inc. LIST OF INDEMNITEES Each of the individuals identified below is a party to an indemnification agreement with The Real Good Food Company, Inc. in the form attached herewith as Exhibit 10.4 to The Real Good Food Company, Inc.’s Registration Statement on Form S-1: Name Date S |
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| October 12, 2021 |
Second Amendment to Promissory Note, dated February 1, 2021, by and between RGF, LLC and PPZ, LLC. Exhibit 10.27 SECOND AMENDMENT TO PROMISSORY NOTE PPZ, LLC THIS SECOND AMENDMENT TO PROMISSORY NOTE (“Second Amendment”) is made effective as of February 1, 2021, by and between THE REAL GOOD FOOD COMPANY LLC, a California limited liability company (“Company”), and PPZ, LLC, a Wyoming limited liability company, or its permitted assigns (“Holder”). Company and Holder are sometimes hereinafter refer |
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| October 12, 2021 |
Exhibit 10.22 AMENDMENT NUMBER SEVENTEEN TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NUMBER SEVENTEEN TO LOAN AND SECURITY AGREEMENT (this ?Amendment?), dated as of March 29, 2021 (the ?Amendment Sixteen Effective Date?) is entered into between PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (?Lender?), and THE REAL GOOD FOOD COMPANY LLC (?Borrower?), in light of the foll |
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| October 12, 2021 |
EX-10.12 15 d187927dex1012.htm EX-10.12 Exhibit 10.12 AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - GROSS 1. Basic Provisions (“Basic Provisions”). 1.1 Parties: This Lease (“Lease”), dated for reference purposes only March 11, 2014 , is made by and between LTG Property, LLC (“Lessor”) and Dumpling Delight, LLC (“Lessee”), (collectively the “Parties”, or |
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| October 12, 2021 |
Ryan C. Wilkins 949 725 4115 [email protected] Stradling Yocca Carlson & Rauth A Professional Corporation 660 Newport Center Drive, Suite 1600 Newport Beach, CA 92660-6422 949 725 4000 stradlinglaw.com October 12, 2021 SUBMITTED VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Mr. |
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| October 12, 2021 |
Lease, dated June 1, 2021, by and between RGF, LLC and 3 ECCH Owner LLC. EX-10.16 19 d187927dex1016.htm EX-10.16 Exhibit 10.16 LEASE 3 Executive Campus, Suite 145 & 155, Cherry Hill, New Jersey THIS LEASE is made on the 1 day of June , 2021, between 3 ECCH Owner LLC, a Delaware limited liability company (hereinafter referred to as “Landlord”); and The Real Good Food Company LLC, a California limited liability company (hereinafter referred to as “Tenant”). PREAMBLE BASI |
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| October 12, 2021 |
Exhibit 10.29 Business Membership Application IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING AN ACCOUNT To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person or business that opens an account. What this means for you: When you open an account, w |
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| October 12, 2021 |
Exhibit 10.8 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made as of , 2021, by and between REAL GOOD FOODS, LLC, a Delaware limited liability company (the “Company”), and Bryan Freeman (the “Executive”) and is effective as of (the “Effective Date”). ARTICLE I DUTIES AND TERMS 1.1 EMPLOYMENT. In consideration of their mutual covenants and other good and v |
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| October 12, 2021 |
EX-10.7 10 d187927dex107.htm EX-10.7 Exhibit 10.7 EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of , 2021 and effective as of immediately prior to the consummation of the IPO (as defined below) (the “Effective Time”), is made by and among The Real Good Food Company, Inc., a Delaware corporation (t |
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| October 12, 2021 |
Profit Participation Agreement, dated April 1, 2017, by and between CPG Solutions, LLC and RGF, LLC. Exhibit 10.15 PROFIT PARTICIPATION AGREEMENT This Profit Participation Agreement (“Agreement”) is effective as of April , 2017 (the “Effective Date”), by and between The Real Good Food Company LLC, a California limited liability company (“Company”) and CPG Solutions, LLC, a Wyoming limited liability company (“CPG”). Company and CPG may be referred to in this Agreement together as “Parties” or indi |
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| October 12, 2021 |
Exhibit 10.13 SUBLEASE FOR A SINGLE SUBLESSEE To be used if the entire space (Premises) will be subleased by a single sublessee whether or not the space (Premises) is a single tenant building or is located in a multi-tenant building. If there will be one or more sublessees sharing the space with each other and/or the lessee, whether or not the space (Premises) is a single tenant building or is loc |
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| October 12, 2021 |
EX-10.20 23 d187927dex1020.htm EX-10.20 Exhibit 10.20 AMENDMENT NUMBER FIFTEEN TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NUMBER FIFTEEN TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of December 7, 2020 (the “Amendment Fifteen Effective Date”) is entered into between PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (“Lender”), and THE REAL GOOD FOOD COMPANY |
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| October 12, 2021 |
Loan Agreement, dated June 1, 2017, by and between RGF, LLC and PPZ, LLC. EX-10.26 29 d187927dex1026.htm EX-10.26 Exhibit 10.26 LOAN AGREEMENT THIS LOAN AGREEMENT (“Agreement”) is made this 1st day of June, 2017 by and between THE REAL GOOD FOOD COMPANY LLC, a California limited liability company (“Borrower”) and PPZ, LLC, a Wyoming limited liability company, or its designee (“Lender”). Borrower and Lender are sometimes hereinafter individually referred to as a “Party” |
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| October 12, 2021 |
Form of RGF, Inc. 2021 Stock Incentive Plan and related forms of stock award agreements. EX-10.5 8 d187927dex105.htm EX-10.5 Exhibit 10.5 2021 STOCK INCENTIVE PLAN THE REAL GOOD FOOD COMPANY, INC. THE REAL GOOD FOOD COMPANY, INC. 2021 STOCK INCENTIVE PLAN As adopted by the Board of Directors on October 11, 2021 ARTICLE 1 PURPOSES OF THE PLAN; TERM 1.1 Purposes. The purposes of the Plan are (a) to enhance the Company’s ability to attract and retain the services of qualified employees, |
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| October 12, 2021 |
Form of RGF, Inc. 2021 Employee Stock Purchase Plan. Exhibit 10.6 THE REAL GOOD FOOD COMPANY, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN THE REAL GOOD FOOD COMPANY, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN As adopted by the Board of Directors on October 11, 2021 ARTICLE 1 PURPOSE; TERM 1.1 Purpose. The purposes of the Plan are to (a) enhance the Company?s ability to attract and retain the services of Eligible Employees upon whose judgment, initiative and |
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| October 12, 2021 |
Exhibit 10.9 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made as of , 2021, by and between REAL GOOD FOODS, LLC, a Delaware limited liability company (the “Company”), and Gerard G. Law (the “Executive”) and is effective as of (the “Effective Date”). ARTICLE I DUTIES AND TERMS 1.1 EMPLOYMENT. In consideration of their mutual covenants and other good and v |
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| October 12, 2021 |
EX-10.10 13 d187927dex1010.htm EX-10.10 Exhibit 10.10 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made as of , 2021, by and between REAL GOOD FOODS, LLC, a Delaware limited liability company (the “Company”), and Akshay Jagdale (the “Executive”) and is effective as of (the “Effective Date”). ARTICLE I DUTIES AND TERMS 1.1 EMPLOYMENT. In consideration of t |
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| October 12, 2021 |
EX-10.1 4 d187927dex101.htm EX-10.1 Exhibit 10.1 TAX RECEIVABLE AGREEMENT among THE REAL GOOD FOOD COMPANY, INC., THE TRA HOLDERS, and THE TRA HOLDER REPRESENTATIVE TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 ARTICLE II DETERMINATION OF REALIZED TAX BENEFITS 8 Section 2.1 Exchange Schedule 8 Section 2.2 Tax Benefit Schedule 8 Section 2.3 Procedures, Amendments, and Pri |
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| October 12, 2021 |
Exhibit 10.19 PMC Financial Services Group, LLC Schedule #2 to Loan and Security Agreement Borrower: THE REAL GOOD FOOD COMPANY, LLC Address: 3960 W. Hemlock St. Oxnard, CA 93035 Date: December 01, 2019 (the ?Effective Date?) This Schedule forms an integral part of the Loan and Security Agreement between PMC Financial Services Group, LLC and the above-borrower of even date, and is supplementary to |
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| October 12, 2021 |
Powers of Attorney (included on signature page to initial filing of this registration statement). Table of Contents As filed with the Securities and Exchange Commission on October 12, 2021. |
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| October 12, 2021 |
Promissory Note, dated February 21, 2017, by and between RGF, LLC and PPZ, LLC. Exhibit 10.25 PROMISSORY NOTE (“NOTE”) $40,000.00 Riverside, California February 21, 2017 1. Obligation. FOR VALUE RECEIVED, the undersigned, THE REAL GOOD FOOD COMPANY LLC, a California limited liability company (“Company”), promises to pay to the order of PPZ, LLC, a Wyoming limited liability company, or its permitted assigns (collectively referred to herein as, the “Holder”) at maturity, a prin |
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| October 12, 2021 |
Director Nominee Consent of Gilbert B. de Cardenas. Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by The Real Good Food Company, Inc. (the “Company”) of the Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named |
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| October 12, 2021 |
Exhibit 10.18 PMC Financial Services Group, LLC Schedule to Loan and Security Agreement Borrower: The Real Good Food Company LLC Address: 3750 University Avenue, Suite 610 Riverside, CA 92501 Date: June 30, 2016 (the ?Effective Date?) This Schedule forms an integral part of the Loan and Security Agreement between PMC Financial Services Group, LLC and the above-borrower of even date (as amended, re |
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| September 21, 2021 |
EXECUTIVE EMPLOYMENT AGREEMENT EX-10.9 8 filename8.htm Exhibit 10.9 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made as of , 2021, by and between REAL GOOD FOODS, LLC, a Delaware limited liability company (the “Company”), and Gerard G. Law (the “Executive”) and is effective as of (the “Effective Date”). ARTICLE I DUTIES AND TERMS 1.1 EMPLOYMENT. In consideration of their mutual covena |
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| September 21, 2021 |
AMENDMENT NUMBER EIGHTEEN TO LOAN AND SECURITY AGREEMENT EX-10.23 Exhibit 10.23 AMENDMENT NUMBER EIGHTEEN TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NUMBER EIGHTEEN TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of June 30, 2021 (the “Amendment Eighteen Effective Date”) is entered into between PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (“Lender”), and THE REAL GOOD FOOD COMPANY LLC (“Borrower”), in light of t |
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| September 21, 2021 |
AMENDED AND RESTATED BYLAWS THE REAL GOOD FOOD COMPANY, INC. Dated as of , 2021 EX-3.2 3 filename3.htm Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF THE REAL GOOD FOOD COMPANY, INC. Dated as of , 2021 TABLE OF CONTENTS Page Article I. Meetings of Stockholders 1 Section 1.01 Place of Meetings 1 Section 1.02 Annual Meetings 1 Section 1.03 Special Meetings 1 Section 1.04 Notice of Meetings 1 Section 1.05 Adjournments 1 Section 1.06 Quorum 1 Section 1.07 Organization 2 Section 1.08 |
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| September 21, 2021 |
SUBLEASE FOR A SINGLE SUBLESSEE EX-10.13 12 filename12.htm Exhibit 10.13 SUBLEASE FOR A SINGLE SUBLESSEE To be used if the entire space (Premises) will be subleased by a single sublessee whether or not the space (Premises) is a single tenant building or is located in a multi-tenant building. If there will be one or more sublessees sharing the space with each other and/or the lessee, whether or not the space (Premises) is a singl |
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| September 21, 2021 |
EXECUTIVE EMPLOYMENT AGREEMENT EX-10.10 9 filename9.htm Exhibit 10.10 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made as of , 2021, by and between REAL GOOD FOODS, LLC, a Delaware limited liability company (the “Company”), and Akshay Jagdale (the “Executive”) and is effective as of (the “Effective Date”). ARTICLE I DUTIES AND TERMS 1.1 EMPLOYMENT. In consideration of their mutual cov |
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| September 21, 2021 |
Schedule to Loan and Security Agreement EX-10.18 17 filename17.htm Exhibit 10.18 PMC Financial Services Group, LLC Schedule to Loan and Security Agreement Borrower: The Real Good Food Company LLC Address: 3750 University Avenue, Suite 610 Riverside, CA 92501 Date: June 30, 2016 (the “Effective Date”) This Schedule forms an integral part of the Loan and Security Agreement between PMC Financial Services Group, LLC and the above-borrower o |
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| September 21, 2021 |
AMENDMENT NUMBER SEVENTEEN TO LOAN AND SECURITY AGREEMENT EX-10.22 21 filename21.htm Exhibit 10.22 AMENDMENT NUMBER SEVENTEEN TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NUMBER SEVENTEEN TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of March 29, 2021 (the “Amendment Sixteen Effective Date”) is entered into between PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (“Lender”), and THE REAL GOOD FOOD COMPANY LLC (“Borro |
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| September 21, 2021 |
EX-21.1 30 filename30.htm Exhibit 21.1 SUBSIDIARIES OF RGF, INC. Name of Entity State or Other Jurisdiction of Incorporation or Organization Real Good Foods, LLC Delaware |
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| September 21, 2021 |
PROMISSORY NOTE (“NOTE”) $40,000.00 Riverside, California February 21, 2017 EX-10.25 24 filename24.htm Exhibit 10.25 PROMISSORY NOTE (“NOTE”) $40,000.00 Riverside, California February 21, 2017 1. Obligation. FOR VALUE RECEIVED, the undersigned, THE REAL GOOD FOOD COMPANY LLC, a California limited liability company (“Company”), promises to pay to the order of PPZ, LLC, a Wyoming limited liability company, or its permitted assigns (collectively referred to herein as, the “H |
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| September 21, 2021 |
EX-10.14 13 filename13.htm Exhibit 10.14 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”) is entered into on February 16, 2021, (the “Effective Date”) among PMC FINANCIAL SERVICES GROUP, LLC (“Seller”), and THE REAL GOOD FOOD COMPANY LLC, a California limited liability company (the “Buyer”). This Agreement is entered into with reference to the following facts: A. SSRE Holdings, LLC (“ |
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| September 21, 2021 |
EXECUTIVE EMPLOYMENT AGREEMENT EX-10.8 7 filename7.htm Exhibit 10.8 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made as of , 2021, by and between REAL GOOD FOODS, LLC, a Delaware limited liability company (the “Company”), and Bryan Freeman (the “Executive”) and is effective as of (the “Effective Date”). ARTICLE I DUTIES AND TERMS 1.1 EMPLOYMENT. In consideration of their mutual covena |
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| September 21, 2021 |
PROFIT PARTICIPATION AGREEMENT EX-10.15 14 filename14.htm Exhibit 10.15 PROFIT PARTICIPATION AGREEMENT This Profit Participation Agreement (“Agreement”) is effective as of April , 2017 (the “Effective Date”), by and between The Real Good Food Company LLC, a California limited liability company (“Company”) and CPG Solutions, LLC, a Wyoming limited liability company (“CPG”). Company and CPG may be referred to in this Agreement to |
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| September 21, 2021 |
AMENDMENT NUMBER SIXTEEN TO LOAN AND SECURITY AGREEMENT EX-10.21 20 filename20.htm Exhibit 10.21 AMENDMENT NUMBER SIXTEEN TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NUMBER SIXTEEN TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of February 16, 2021 (the “Amendment Sixteen Effective Date”) is entered into between PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (“Lender”), and THE REAL GOOD FOOD COMPANY LLC (“Borrow |
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| September 21, 2021 |
EX-10.17 16 filename16.htm Exhibit 10.17 PMC Financial Services Group, LLC Loan and Security Agreement Borrower: The Real Good Food Company LLC Address: 3750 University Avenue, Suite 610 Riverside, CA 92501 Date: June 30, 2016 (the “Effective Date”) THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between PMC Financial Services Group, LLC, a Delaware limited liability company (“L |
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| September 21, 2021 |
Business Membership Application IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING AN ACCOUNT EX-10.29 28 filename28.htm Exhibit 10.29 Business Membership Application IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING AN ACCOUNT To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person or business that opens an account. What this means for you: |
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| September 21, 2021 |
THE REAL GOOD FOOD COMPANY, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN EX-10.6 6 filename6.htm Exhibit 10.6 THE REAL GOOD FOOD COMPANY, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN THE REAL GOOD FOOD COMPANY, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN As adopted by the Board of Directors on , 2021 ARTICLE 1 PURPOSE; TERM 1.1 Purpose. The purposes of the Plan are to (a) enhance the Company’s ability to attract and retain the services of Eligible Employees upon whose judgment, i |
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| September 21, 2021 |
2021 STOCK INCENTIVE PLAN THE REAL GOOD FOOD COMPANY, INC. EX-10.5 5 filename5.htm Exhibit 10.5 2021 STOCK INCENTIVE PLAN THE REAL GOOD FOOD COMPANY, INC. THE REAL GOOD FOOD COMPANY, INC. 2021 STOCK INCENTIVE PLAN As adopted by the Board of Directors on , 2021 ARTICLE 1 PURPOSES OF THE PLAN; TERM 1.1 Purposes. The purposes of the Plan are (a) to enhance the Company’s ability to attract and retain the services of qualified employees, officers, directors, c |
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| September 21, 2021 |
EX-10.28 27 filename27.htm Exhibit 10.28 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (“Agreement”) is made as of the 25th day of October, 2018 by and between THE REAL GOOD FOOD COMPANY LLC, a California limited liability company (“Borrower”) and PPZ, LLC, a Wyoming limited liability company, or its designee (“Lender”). Borrower and Lender are sometimes hereinafter individually ref |
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| September 21, 2021 |
EX-10.19 18 filename18.htm Exhibit 10.19 PMC Financial Services Group, LLC Schedule #2 to Loan and Security Agreement Borrower: THE REAL GOOD FOOD COMPANY, LLC Address: 3960 W. Hemlock St. Oxnard, CA 93035 Date: December 01, 2019 (the “Effective Date”) This Schedule forms an integral part of the Loan and Security Agreement between PMC Financial Services Group, LLC and the above-borrower of even da |
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| September 21, 2021 |
AMENDMENT NUMBER FIFTEEN TO LOAN AND SECURITY AGREEMENT EX-10.20 19 filename19.htm Exhibit 10.20 AMENDMENT NUMBER FIFTEEN TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NUMBER FIFTEEN TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of December 7, 2020 (the “Amendment Fifteen Effective Date”) is entered into between PMC FINANCIAL SERVICES GROUP, LLC, a Delaware limited liability company (“Lender”), and THE REAL GOOD FOOD COMPANY LLC (“Borrowe |
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| September 21, 2021 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION THE REAL GOOD FOOD COMPANY, INC. EX-3.1 2 filename2.htm Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE REAL GOOD FOOD COMPANY, INC. The Real Good Food Company, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1 The name of the Corporation is The Real Good Food Company, Inc. The original Certificate of Incorporation of the Cor |
