Rocky Mountain Chocolate Factory Amends Director/Officer Filings

TL;DR

RMCF filed an amendment to its 8-K, updating director and officer changes and compensation details.

AI Summary

Rocky Mountain Chocolate Factory, Inc. filed an 8-K/A on May 20, 2024, to amend a previous filing regarding changes in directors and officers, and compensatory arrangements. The amendment specifically addresses the election of new directors and the appointment of certain officers, along with details on their compensation. This filing updates the company's corporate governance and executive compensation information as of May 13, 2024.

Why It Matters

This filing provides updated information on the company's leadership and executive compensation, which can influence investor confidence and strategic direction.

Risk Assessment

Risk Level: low — This is an amendment to a previous filing, primarily providing updated corporate governance and compensation information, which typically carries a low immediate risk.

Key Players & Entities

• Rocky Mountain Chocolate Factory, Inc. (company) — Registrant
• May 13, 2024 (date) — Earliest event reported date
• May 20, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• 265 Turner Drive, Durango, Colorado 81303 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — ge on which registered Common Stock , $0.001 par value per share RMCF Nasdaq Glo

Filing Documents

• rmcfd20240520_8ka.htm (8-K/A) — 28KB
• logo.jpg (GRAPHIC) — 6KB
• 0001437749-24-017661.txt ( ) — 177KB
• rmcf-20240513.xsd (EX-101.SCH) — 3KB
• rmcf-20240513_def.xml (EX-101.DEF) — 12KB
• rmcf-20240513_lab.xml (EX-101.LAB) — 15KB
• rmcf-20240513_pre.xml (EX-101.PRE) — 12KB
• rmcfd20240520_8ka_htm.xml (XML) — 3KB

From the Filing

rmcfd20240520_8ka.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2024 Rocky Mountain Chocolate Factory, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36865 47-1535633 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 265 Turner Drive Durango , Colorado 81303 (Address, including zip code, of principal executive offices) Registrant's telephone number, including area code: ( 970 ) 259-0554 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities Registered Pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock , $0.001 par value per share RMCF Nasdaq Global Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. EXPLANATORY NOTE This Current Report on Form 8-K/A (this "Form 8-K/A") amends and restates the Current Report on Form 8-K filed by Rocky Mountain Chocolate Factory, Inc. (the "Company") on May 15, 2024 (the "Original Form 8-K"). This Form 8-K/A is being filed for the sole purpose of correcting the date of Jeffrey R. Geygan's appointment by the Company's Board of Directors as Interim Chief Executive Officer to May 16, 2024. No other changes have been made to the Original Form 8-K. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Starlette B. Johnson as Interim Chief Executive Officer On May 13, 2024, Starlette B. Johnson, Interim Chief Executive Officer of Rocky Mountain Chocolate Factory, Inc. (the "Company") and member of the Company's Board of Directors (the "Board"), resigned from her position as Interim Chief Executive Officer effective immediately. Ms. Johnson's resignation was not the result of any disagreement with the Company or the Board on any matter relating to the operations, policies or practices of the Company. Ms. Johnson will continue to serve as a member of the Board. Appointment of Jeffrey R. Geygan as Interim Chief Executive Officer On May 16, 2024, the Board appointed Jeffrey R. Geygan, Chairman of the Board, as Interim Chief Executive Officer, effective immediately. While serving as Interim Chief Executive Officer, Mr. Geygan will also serve as the Company's "principal executive officer" for purposes of the rules and regulations of the Securities and Exchange Commission ("SEC"). In connection with his appointment, the Board removed Mr. Geygan from its Audit Committee, Risk and Security Committee and Nominating and Corporate Governance Committee in compliance with the rules of the Nasdaq Stock Market LLC. Mr. Geygan will continue to serve as the Company's Interim Chief Executive Officer and principal executive officer until a successor has been identified for the Chief Executive Officer role. The Board intends to continue to meet to discuss matters related to the orderly transition and take steps to ensure continuity of business priorities and operations for the Company, including the continuation of an executive search for a permanent hire for the Chief Executive Officer role. The Company has not yet entered into an employment agreement or made other compensation arrangements with Mr. Geygan at this time. The Company intends to promptly begin negotiations with Mr. Geygan with respect to his employment as Interim Chief Executive Officer and will disclose any such agreement or arrangements in a subsequent report with the SEC. Set forth below is the biographical information of Mr. Geygan, as required by Item 401 of Regulation S-K: Mr. Geygan has served as a member of the Board since August 2021 and as Chair of the Board since June 2022. Mr Geygan has served as a d

View Full Filing

View this 8-K/A filing on SEC EDGAR