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): 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 organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

3 Executive Campus, Suite 155

Cherry Hill, NJ 08002

(Address of Principal Executive Offices; Zip Code)

(856) 644-5624

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on which Registered
Class A common stock $0.0001 par value per share	RGF	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On May 30, 2023, Timothy K. Hussman was appointed to the board of directors of The Real Good Food Company, Inc. (the “Company”), effective immediately. Mr. Hussman will serve as a director on both the Company’s audit committee and nominating and corporate governance committee. Mr. Hussman’s compensation will be consistent with that of the Company’s existing Director compensation policy.

A copy of the press release discussing Mr. Hussman’s appointment and bio is furnished as exhibit 99.1 to this current report on Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release, dated June 1, 2023.
104	Cover Page Interactive Data File (embedded within the inline XRBL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE REAL GOOD FOOD COMPANY, INC.
Date: June 1, 2023	By:	/s/ Gerard G. Law
		Gerard G. Law
		Chief Executive Officer

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 food industry executive Timothy K. Hussman to the Board of Directors, effective May 30, 2023. Mr. Hussman will serve as a member of the Audit Committee, as well as the Nominating & Corporate Governance Committee.

Mr. Hussman served for over 35 years in varying roles of increasing responsibility within the meat industry, including 19 years in the Sysco Corporation (“Sysco”) family of brands. The last position Mr. Hussman held prior to his retirement was President of the Specialty Meat Division, where he oversaw 22 manufacturing facilities that generated $2 billion in annual revenue. In addition to this role, his positions held included Executive Chairman of West Coast Specialty Meat Group as well as President of Newport Meat Company both before and after its acquisition by Sysco. Prior to joining Newport Meat Company, Mr. Hussman served as the Assistant Director of the Certified Angus Beef Program. Mr. Hussman currently serves on the Board of Directors of the Maryland 4-H Foundation, a non-profit focused on youth leadership development.

Mr. Hussman has a Bachelor of Science in Animal Science from Virginia Tech University; a diploma in Agricultural Production and Marketing from Lincoln University, New Zealand; and a Master of Business Administration degree from Pepperdine University.

Bryan Freeman, Executive Chairman of The Real Good Food Company, commented: “Tim is a highly experienced and seasoned food industry executive who will bring additional depth and perspective to our Board. We are pleased to welcome him as our newest Director.”

Mr. Hussman added: “I am excited to join The Real Good Food Company’s Board of Directors, helping to guide an incredible brand that I have eagerly followed as a consumer for years. By leveraging my extensive food manufacturing and distribution experience, I am confident that I can meaningfully contribute to the Company’s continued success and create long-term value for all our stakeholders.”

About Real Good Food Company

Real Good Foods (NASDAQ: RGF) is a leading health and wellness frozen foods company, providing a better way to enjoy your favorite foods. The Company’s mission is to provide “Real Food You Feel Good About Eating”, making delicious, nutritious foods that are low in sugar, low in carbohydrates and high in protein. The Real Good Foods family of products includes breakfast, lunch, dinner, and snacks – available in over 16,000 stores nationwide with additional direct-to-consumer options.

To learn more, please visit our website at realgoodfoods.com or join us on social media @realgoodfoods – where we maintain some of the largest followings in the frozen food industry today.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, which statements are subject to considerable risks and uncertainties. Forward-looking statements include all statements other than statements of historical fact contained in this press release, including statements regarding its projected financial results, including net sales, adjusted gross margin, and adjusted EBITDA and its ability to increase production at its new facility, improve profitability and meet its long-term growth objectives. The Company has attempted to identify forward-looking statements by using words such as “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,” “will,” or “would,” and similar expressions or the negative of these expressions.

Forward-looking statements represent management’s current expectations and predictions about trends affecting the Company’s business and industry and are based on information available as of the time such statements are made. Although the Company does not make forward-looking statements unless it believes it has a reasonable basis for doing so, it cannot guarantee their accuracy or completeness. Forward-looking statements involve numerous known and unknown risks, uncertainties and other factors that may cause its actual results, performance, or achievements to be materially different from any future results, performance, or achievements predicted, assumed, or implied by the forward-looking statements. Some of the risks and uncertainties that may cause its actual results to materially differ from those expressed or implied by these forward-looking statements are described in the section entitled “Risk Factors” in its Annual Report on Form 10-K for the year ended December 31, 2021. In addition, readers are cautioned that the Company may make future changes to its business and operations in response to the impacts of the COVID-19 pandemic, supply chain disruptions, and macroeconomic challenges or in response to other business developments, which changes may be inconsistent with the Company’s prior forward-looking statements, and which may not be disclosed in future public announcements.

Investor Relations Contact:

Akshay Jagdale

(856) 955-1453

ir@realgoodfoods.com

XML

Document and Entity Information	May 30, 2023
Cover [Abstract]
Entity Registrant Name	Real Good Food Company, Inc.
Amendment Flag	false
Entity Central Index Key	0001871149
Document Type	8-K
Document Period End Date	May 30, 2023
Entity Incorporation State Country Code	DE
Entity File Number	001-41025
Entity Tax Identification Number	87-1280343
Entity Address, Address Line One	3 Executive Campus
Entity Address, Address Line Two	Suite 155
Entity Address, City or Town	Cherry Hill
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08002
City Area Code	(856)
Local Phone Number	644-5624
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A common stock $0.0001 par value per share
Trading Symbol	RGF
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	true