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

On March 31, 2023, Tattooed Chef, Inc. (the "Company") received notice from The Nasdaq Stock Market, LLC ("Nasdaq") indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission ("SEC"), due to the Company's failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the "Form 10-K"). The notification letter has no immediate effect on the listing or trading of the Company's common stock on the Nasdaq Capital Market.

The Company filed a Notification of Late Filing on Form 12b-25 on March 17, 2023, indicating that the filing of the Form 10-K would be delayed since the Company implemented a new enterprise resource planning ("ERP") system at one of the Company's major subsidiaries, New Mexico Food Distributors, Inc., and the Company's accounting department had been fully occupied with restating its unaudited condensed consolidated financial statements for quarters ended March 31, 2022 and June 30, 2022, and its audited annual consolidated financial statements for the year ended December 31, 2021.

The notification letter stated that, under Nasdaq rules, the Company has 60 calendar days, or until May 30, 2023, to submit a plan to regain compliance with Nasdaq's continued listing requirements. If the plan is accepted, Nasdaq may grant an extension of up to 180 calendar days, or until September 27, 2023 to regain compliance. The Company can also regain compliance with Nasdaq's continued listing requirements at any time before May 30, 2023, by filing the Form 10-K with the SEC, as well as any subsequent periodic financial reports that may become due, and continuing to comply with Nasdaq's other continued listing requirements. The Company intends to file with the SEC the Form 10-K and regain compliance with Nasdaq's continued listing requirements as soon as practicable.




Item 8.01 Other Events.

On April 5, 2023, the Company issued a press release regarding the matters described in Item 3.01 of this Current Report. A copy of the press release is included as Exhibit 99.1 to this Current Report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

EXHIBIT
NUMBER                     DESCRIPTION
99.1                         Press Release
104                        Cover Page Interactive Data File (embedded within the Inline XBRL
                           document)


                                       1

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