Rocky Mountain Chocolate Factory Enters Material Agreement

TL;DR

RMCF just signed a big deal, expect financial obligations and new exhibits soon.

AI Summary

Rocky Mountain Chocolate Factory, Inc. entered into a material definitive agreement on August 28, 2025. This agreement also creates a direct financial obligation for the registrant. The filing includes financial statements and exhibits related to this event.

Why It Matters

This filing indicates a significant new financial commitment or partnership for Rocky Mountain Chocolate Factory, Inc., which could impact its future financial performance and operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and financial obligations can introduce new risks related to the terms of the agreement and the company's ability to meet them.

Key Players & Entities

• Rocky Mountain Chocolate Factory, Inc. (company) — Registrant
• August 28, 2025 (date) — Date of earliest event reported
• 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 Cap
• $1,200,000 — the Company in the principal amount of $1,200,000, which advance is evidenced by a promis
• $600,000 — the Company in the principal amount of $600,000, evidenced by the amended promissory no

Filing Documents

• rmcfd20250829_8k.htm (8-K) — 32KB
• ex_858529.htm (EX-10.1) — 123KB
• ex_858530.htm (EX-10.2) — 25KB
• ex_858531.htm (EX-10.3) — 128KB
• ex_858533.htm (EX-10.4) — 17KB
• rmcfd20250829_8kimg001.jpg (GRAPHIC) — 3KB
• 0001437749-25-028281.txt ( ) — 535KB
• rmcf-20250828.xsd (EX-101.SCH) — 3KB
• rmcf-20250828_def.xml (EX-101.DEF) — 11KB
• rmcf-20250828_lab.xml (EX-101.LAB) — 15KB
• rmcf-20250828_pre.xml (EX-101.PRE) — 11KB
• rmcfd20250829_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Credit Agreement with RMCF2 Credit, LLC On August 28, 2025, Rocky Mountain Chocolate Factory, Inc., a Colorado corporation (the "Company") and wholly owned subsidiary of Rocky Mountain Chocolate Factory, Inc., a Delaware corporation ("Parent"), entered into a credit agreement (the "RMCF2 Credit Agreement") with RMCF2 Credit, LLC ("RMCF2"), a special purpose investment entity affiliated with Jeffrey R. Geygan, Parent's Interim Chief Executive Officer and one of the members of Parent's board of directors. Pursuant to the Credit Agreement, among other things, RMCF2 agreed to make an advance to the Company in the principal amount of $1,200,000, which advance is evidenced by a promissory note (the "RMCF2 Note"). The RMCF2 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 RMCF2 Credit Agreement and RMCF2 Note, the Company also entered into a deed of trust for the benefit of RMCF2 (the "RMCF2 Deed of Trust") with respect to the Company's property in Durango, Colorado. The proceeds of the RMCF2 Credit Agreement will be used for continued capital investment and working capital needs. The RMCF2 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 RMCF2 Credit Agreement also contains two financial covenants measured quarterly: a maximum ratio of total liabilities to total net worth and a minimum current ratio. On August 28, 2025, the Company and RMCF2 agreed to waive the financial covenant providing for a maximum ratio of total liabilities to total net worth for each of the fiscal quarters ending August 31, 2025 and November 30, 2025. The

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Credit Agreement, dated August 28, 2025, by and between Rocky Mountain Chocolate Factory, Inc., a Colorado corporation, and RMCF2 Credit, LLC, a Wisconsin limited liability company. 10.2 Promissory Note, dated August 28, 2025, made by Rocky Mountain Chocolate Factory, Inc., a Colorado corporation, to RMCF2 Credit, LLC, a Wisconsin limited liability company. 10.3 Deed of Trust, dated August 28, 2025, by and among Rocky Mountain Chocolate Factory, Inc., a Colorado corporation, RMCF2 Credit, LLC, a Wisconsin limited liability company, and the Public Trustee of La Plata County, Colorado. 10.4 First Amendment to Credit Agreement and Promissory Note, dated August 28, 2025, by and between Rocky Mountain Chocolate Factory, Inc., a Colorado corporation, and RMC Credit Facility, LLC, a Colorado limited liability company. 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: September 3, 2025 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