Failure to Satisfy Listing Rule Form 8 K

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

As previously disclosed, on December 5, 2023, Smart for Life, Inc. (the "Company") received a notification letter from The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that it was not in compliance with the Nasdaq stockholders' equity requirement of $2,500,000 or the alternative criteria for continued listing on The Nasdaq Capital Market as set forth in Listing Rule 5550(b)(1), given that the Company's Form 10-Q for the period ended September 30, 2023 evidenced stockholders' equity of $951,836, and that the staff of Nasdaq had determined to delist the Company's securities from Nasdaq unless the Company requested an appeal of the determination. Based on the foregoing, the Company timely requested a hearing before a Nasdaq hearings panel, which was held on March 12, 2024.

As previously disclosed, the Company received additional notification letters from Nasdaq notifying the Company that it was not in compliance with the requirement to hold an annual meeting of shareholders since the Company did not hold an annual meeting in 2023 and that the Company was delinquent in filing its Annual Report on Form 10-K for the year ended December 31, 2023, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, all of which the hearings panel would consider in rendering a determination regarding the Company's continued listing on Nasdaq.

On September 17, 2024, the Company received a notification letter from Nasdaq notifying the Company that the hearings panel had determined to delist the Company's shares from The Nasdaq Capital Market effective as of September 19, 2024 due to its failure to comply with the hearing panel's decision. Following such delisting, the Company's common stock is now quoted on the OTC Markets under ticker symbol "SMFL."