The Real Good Food Company, Inc. (NASDAQ:RGF) Issues Series A Preferred Stock

On November 12, 2024, The Real Good Food Company, Inc. (NASDAQ:RGF) issued a report detailing the issuance of Series A Preferred Stock and related modifications. As per the disclosure in Item 5.03 of the report, the company entered into agreements with affiliates of Emblem Investments Fund I, LP, including a term loan agreement and an exchange agreement.

The agreements stipulated that the company would issue newly created Class C Units to Emblem for its subsidiary, Real Good Foods, LLC. Alongside this, the company issued Emblem 6,876,814 shares of Series A Preferred Stock, equivalent to 19.99% of the voting non-economic interests in the company outstanding as of September 20, 2024.

The Certificate of Designation of Series A Preferred Stock was filed with the Delaware Secretary of State on November 12, 2024, defining the rights, preferences, and terms of the Series A Preferred Stock. Furthermore, the company’s Certificate of Incorporation was amended and restated on the same day to allow for the issuance of the Series A Preferred Stock.

Key details from the Series A Certificate of Designation include:
– Authorized shares for potential issuance: 10,000,000, with a par value of $0.0001.
– Liquidation preference: senior to both Class A Common Stock and Class B Common Stock.
– Dividend right: holders are not entitled to receive dividends.
– Voting rights: each holder is entitled to one vote for each share owned on all matters voted on by the holders of Common Stock.

The Exchange Agreement and terms of the Series A Preferred Stock outline that upon stockholder approval, the shares of Series A Preferred Stock issued to Emblem will be cancelled, and shares of Class B Common Stock will be issued to Emblem, ensuring Emblem owns 19.99% of the fully diluted voting non-economic interests in the company post-issuance.

The report also includes the filed Exhibits:
– Exhibit 3.1: Certificate of Designation of Series A Preferred Stock of Real Good Food Company, Inc., dated November 12, 2024.
– Exhibit 3.2: Amended and Restated Certificate of Incorporation of the Real Good Food Company, Inc, dated November 12, 2024.

The Real Good Food Company concluded the report with the necessary signature on November 18, 2024, by Tim Zimmer, the Chief Executive Officer.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Real Good Food’s 8K filing here.

Real Good Food Company Profile

The Real Good Food Company, Inc, through its subsidiary, operates as a health and wellness focused frozen food company in the United States. The company develops, manufactures, and markets foods designed to be high in protein, low in sugar, and made from gluten- and grain-free ingredients. It offers comfort foods, such as bacon wrapped stuffed chicken, chicken enchiladas, grain-free cheesy bread breakfast sandwiches, and various entrée bowls under the Realgood Foods Co brand name, as well as sells private-label products.