Rocky Mountain Chocolate Factory Faces Nasdaq Listing Rule Violation

TL;DR

Nasdaq says RMCF might be in violation of listing rules. Uh oh.

AI Summary

Rocky Mountain Chocolate Factory, Inc. announced on January 21, 2025, that it received a notice from the Nasdaq Stock Market indicating a failure to meet a continued listing rule. The company is currently evaluating the notice and will provide updates as necessary.

Why It Matters

This filing signals potential delisting from the Nasdaq, which could significantly impact the company's stock liquidity and investor confidence.

Risk Assessment

Risk Level: high — Failure to meet listing requirements can lead to delisting, severely impacting stock value and liquidity.

Key Players & Entities

• Rocky Mountain Chocolate Factory, Inc. (company) — Registrant
• Nasdaq Stock Market (company) — Exchange where listed
• January 21, 2025 (date) — Date of notice

FAQ

Key Financial Figures

• $0.001 — ge on which registered Common Stock , $0.001 par value per share RMCF Nasdaq Glo
• $10,000,000 — intain stockholders' equity of at least $10,000,000. The Company's Quarterly Report on Form
• $9,834,000 — , 2024 reported stockholders' equity of $9,834,000. The Letter further noted that as of it
• $50 m — a market value of listed securities of $50 million, a market value of publicly held
• $15 million — market value of publicly held shares of $15 million or total assets of $50 million and tota
• $50 million — hares of $15 million or total assets of $50 million and total revenue of $50 million in the

Filing Documents

• rmcfd20250123_8k.htm (8-K) — 27KB
• rmcfd20250123_8kimg001.jpg (GRAPHIC) — 7KB
• 0001437749-25-001909.txt ( ) — 177KB
• rmcf-20250121.xsd (EX-101.SCH) — 3KB
• rmcf-20250121_def.xml (EX-101.DEF) — 11KB
• rmcf-20250121_lab.xml (EX-101.LAB) — 15KB
• rmcf-20250121_pre.xml (EX-101.PRE) — 11KB
• rmcfd20250123_8k_htm.xml (XML) — 3KB

01

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On January 21, 2025, Rocky Mountain Chocolate Factory, Inc. (the "Company") received a deficiency letter (the "Letter") from the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that it was not in compliance with the minimum stockholders' equity requirement for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(1)(A). Nasdaq Listing Rule 5450(b)(1)(A) requires companies listed on the Nasdaq Global Market to maintain stockholders' equity of at least $10,000,000. The Company's Quarterly Report on Form 10-Q for the period ended November 30, 2024 reported stockholders' equity of $9,834,000. The Letter further noted that as of its date, the Company did not have a market value of listed securities of $50 million, a market value of publicly held shares of $15 million or total assets of $50 million and total revenue of $50 million in the latest fiscal year or in two of the last three fiscal years, the alternative quantitative standards for continued listing on the Nasdaq Global Market. The Letter has no immediate effect on the Company's continued listing on the Nasdaq Global Market, subject to the Company's compliance with the other continued listing requirements. In accordance with Nasdaq rules, the Company has been provided 45 calendar days, or until March 7, 2025, to submit a plan to regain compliance (the "Compliance Plan"). If the Compliance Plan is acceptable to the Staff, it may grant an extension of 180 calendar days from the date of the Letter. If the Staff does not accept the Compliance Plan, the Staff will provide written notification to the Company that the Compliance Plan has been rejected. At that time, the Company may appeal the Staff's determination to a Nasdaq Hearings Panel. The Company intends to submit a Compliance Plan on or before March 7, 2025. F

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains statements of the Company's expectations, intentions, plans and beliefs that constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to come within the safe harbor protection provided by those sections. These forward-looking statements involve various risks and uncertainties. These statements, other than statements of historical fact, included in this Current Report on Form 8-K are forward-looking statements. Many of the forward-looking statements contained in this document may be identified by the use of forward-looking words such as "will," "intend," "believe," "expect," "anticipate," "should," "plan," "estimate," "potential," or similar expressions. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements that address operating performance, events or developments that the Company expects or anticipates will occur in the future including statements expressing general views about future operating results are forward-looking statements. The Company believes these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical experience and the Company's present expectations or projections. These risks and uncertainties include, but are not limited to: inflation

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Rocky Mountain Chocolate Factory, Inc. Date: January 27, 2025 By: /s/ Jeffrey R. Geygan Jeffrey R. Geygan Interim Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR