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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