Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On April 24, 2024, The Real Good Food Company Inc. (the "Company") received a letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC ("Nasdaq") indicating that based on the market value of publicly held shares for the previous 30 consecutive business days, the listing of the Company's common stock is not in compliance with Nasdaq Listing Rule 5450(b)(3)(C) to maintain a minimum market value of publicly held shares of $15,000,000 (the "MVPHS Rule"). Under Nasdaq Listing Rule 5810(c)(3)(D), the Company has a period of 180 calendar days, or until October 21, 2024, to regain compliance with the MVPHS Rule. To regain compliance during this 180-daycompliance period, the minimum market value of publicly held shares must close at $15,000,000 or more for a minimum of 10 consecutive business days.

In the event that the Company does not regain compliance with the MVPHS Rule prior to the expiration of the 180-daycompliance period, the Company will receive written notification from Nasdaq that the Company's shares are subject to delisting. At that time, the Company consider applying to transfer the Company's securities to The Nasdaq Capital Market (the "Capital Market"). However, there can be no assurance that, if the Company does apply for a transfer to the Capital Market, that such request would be successful.

The Company intends to actively monitor the market value of its publicly held shares as appropriate, and will consider available options to resolve the deficiencies and regain compliance with the MVPHS Rule, including applying to transfer to the Nasdaq Capital Market.