RMCF Enters New Agreement, Terminates Old One

TL;DR

RMCF just signed a new deal and ditched an old one on Sept 30th. Big changes ahead.

AI Summary

Rocky Mountain Chocolate Factory, Inc. (RMCF) entered into a Material Definitive Agreement on September 30, 2024, related to a financial obligation. The company also terminated a previous Material Definitive Agreement. This filing indicates a significant change in RMCF's contractual and financial arrangements.

Why It Matters

This filing signals a shift in Rocky Mountain Chocolate Factory's financial and contractual landscape, potentially impacting its operations and future obligations.

Risk Assessment

Risk Level: medium — The entry into a new material definitive agreement and termination of another suggests significant operational or financial changes that could carry inherent risks.

Key Players & Entities

• Rocky Mountain Chocolate Factory, Inc. (company) — Registrant
• September 30, 2024 (date) — Date of earliest event reported
• 265 Turner Drive (address) — Business and Mail Address
• Durango (city) — Business and Mail City
• CO (state) — Business and Mail State
• 80202 (zip_code) — Business and Mail Zip
• 001-36865 (file_number) — SEC File Number
• 47-1535633 (irs_number) — IRS Employer Identification No.

FAQ

Key Financial Figures

• $0.001 — ge on which registered Common Stock , $0.001 par value per share RMCF Nasdaq Glo
• $6,000,000 — the Company in the principal amount of $6,000,000.00, which advance is evidenced by a pro
• $3,450,000.00 — Agreement will be used as follows: (i) $3,450,000.00 was used to repay all then-existing ind

Filing Documents

• rmcfd20241004_8k.htm (8-K) — 31KB
• ex_729799.htm (EX-10.1) — 121KB
• ex_729800.htm (EX-10.2) — 22KB
• ex_729801.htm (EX-10.3) — 119KB
• ex_729811.htm (EX-99.1) — 10KB
• logosmall.jpg (GRAPHIC) — 10KB
• 0001437749-24-030664.txt ( ) — 532KB
• rmcf-20240930.xsd (EX-101.SCH) — 3KB
• rmcf-20240930_def.xml (EX-101.DEF) — 11KB
• rmcf-20240930_lab.xml (EX-101.LAB) — 15KB
• rmcf-20240930_pre.xml (EX-101.PRE) — 11KB
• rmcfd20241004_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 30, 2024, Rocky Mountain Chocolate Factory, Inc., a Colorado corporation (the "Company"), entered into a credit agreement (the "Credit Agreement") with RMC Credit Facility, LLC ("RMC"). The Company is a wholly owned subsidiary of Rocky Mountain Chocolate Factory, Inc., a Delaware corporation ("Parent"). RMC is a special purpose investment entity affiliated with Steven L. Craig, one of the members of Parent's board of directors. Pursuant to the Credit Agreement, among other things, RMC agreed to make an advance to the Company in the principal amount of $6,000,000.00, which advance is evidenced by a promissory note (the "Note"). The Note will mature on September 30, 2027 (the "Maturity Date"), and interest will accrue at a rate of 12% per annum and is payable monthly in arrears. All outstanding principal and interest will be due on the Maturity Date. In connection with the Credit Agreement and Note, the Company also entered into a Deed of Trust with RMC and the Public Trustee of La Plata County, Colorado (the "Deed of Trust") with respect to the Company's property in Durango, Colorado. The proceeds of the Credit Agreement will be used as follows: (i) $3,450,000.00 was used to repay all then-existing indebtedness to Wells Fargo Bank, National Association ("Wells Fargo") under the Wells Fargo Credit Agreement (as defined below), and (ii) the remaining balance will be used for continued capital investment and working capital needs. The Credit Agreement contains customary events of default as well as customary affirmative and negative covenants, including, without limitation, certain reporting obligations and certain limitations on liens, encumbrances, and indebtedness. The Credit Agreement also contains two financial covenants measured quarterly: a maximum ratio of total liabilities to total net worth and a minimum current ratio. The preceding summaries of the Credit Agreement, Note, and Deed of Trus

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. On September 30, 2024, the Company paid in full all outstanding amounts and terminated the Credit Agreement, dated October 13, 2021, by and between the Company and Wells Fargo, as amended on September 26, 2022 and September 28, 2023 (as amended, the "Wells Fargo Credit Agreement"). Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant Reference is made to the information set forth in Item 1.01 of this Current Report on Form 8-K, which is incorporated by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On October 4, 2024, the Company issued a press release announcing the Credit Agreement. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference. The information in this Item 7.01 (including Exhibit 99.1) is being furnished solely to satisfy the requirements of Regulation FD and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 10.1 Credit Agreement, dated September 30, 2024, by and between Rocky Mountain Chocolate Factory, Inc., a Colorado corporation, and RMC Credit Facility, LLC, a Colorado limited liability company. 10.2 Promissory Note, dated September 30, 2024, made by Rocky Mountain Chocolate Factory, Inc., a Colorado corporation, to RMC Credit Facility, LLC, a Colorado limited liability company. 10.3 Deed of Trust, dated September 30, 2024, by and among Rocky Mountain Chocolate Factory, Inc., a Colorado corporation, RMC Credit Facility, LLC, a Colorado limited liability company, and the Public Trustee of La Plata County, Colorado. 99.1 Press release, dated October 4, 2024. 104 Cover Page Interactive Data File (embedded withing the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. Date: October 4, 2024 By: /s/ Jeffrey R. Geygan Name: Jeffrey R. Geygan Title: Interim Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR