Tofutti Brands (TOF) Taps Advisors to Explore Alternatives

September 30, 2016 8:33 AM EDT

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Tofutti Brands (NYSE: TOF) announced that its Board of Directors has commenced a review of its strategic alternatives intended to enhance shareholder value. This review may result in the Company's continuing to pursue value-enhancing initiatives as a standalone company or a possible sale or other form of business combination. The Board of Directors has retained BDA Advisers, Inc. as its financial advisor and Carter Ledyard & Milburn LLP as its legal advisor in connection with the review.

No decision has been made to enter into any transaction at this time, and there can be no assurance that the consideration of strategic alternatives will result in any transaction. There is no set timetable with respect to the Board's review, and the Company does not expect to make further public comment regarding these matters unless and until the Board approves a specific action or otherwise concludes its review.

The Company also announced its intention to file a Form 25 (Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934) with the U.S. Securities and Exchange Commission to voluntarily withdraw its common stock from listing on the NYSE MKT. The Company expects to file the Form 25 on October 11, 2016 and expects the delisting to be effective approximately 10 days after the filing of the Form 25. Upon delisting, the Company intends that its common stock will trade on the OTCQB Venture Market.

Recently, the Board of Directors unanimously approved a resolution authorizing the Company to voluntarily delist from the NYSE MKT. Material facts related to this important decision include the inability of the Company to regain compliance with the continued listing requirements of the NYSE MKT Company Guide within the relevant compliance period.

The Company has previously reported it had received notice from the NYSE MKT informing the Company that it was not in compliance with the stockholders' equity requirements of Section 1003(a)(ii) of the NYSE MKT Company Guide and had net losses in its four most recent fiscal years. On June 23, 2015, NYSE Regulation, Inc. notified the Company that it accepted the Company's plan of compliance and granted the Company an extension to regain compliance with the continued listing standards of the Company Guide until October 1, 2016.

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