Rocky Mountain Chocolate Factory Files 8-K

TL;DR

RMCF filed an 8-K detailing material agreements, director changes, and equity sales.

AI Summary

Rocky Mountain Chocolate Factory, Inc. announced on December 18, 2025, the entry into a material definitive agreement, the departure of directors or certain officers, and the election of directors. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions including potential changes in leadership and financial reporting, which could impact investor confidence and future business operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, director changes, and unregistered equity sales, which can introduce uncertainty and potential risks.

Key Numbers

• 001-36865 — Commission File Number (Identifies the company's filing with the SEC.)

Key Players & Entities

• Rocky Mountain Chocolate Factory, Inc. (company) — Registrant
• December 18, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 47-1535633 (ein) — IRS Employer Identification No.
• 265 Turner Drive Durango , Colorado 81303 (address) — Principal business address

FAQ

Key Financial Figures

• $0.001 — ge on which registered Common Stock , $0.001 par value per share RMCF Nasdaq Cap
• $1.80 — mon stock at a price per share equal to $1.80 (the "Transaction") to ARM-D Rocky Moun
• $2.7 million — l proceeds received by the Company were $2.7 million. The proceeds will be used for general
• $32,000 — ez-Jcome (i) an annual cash retainer of $32,000 (in addition to any amounts that Mr. Pr
• $40,000 — ees) and (ii) an annual equity award of $40,000 of restricted stock units (based on the

Filing Documents

• rmcfd20251219_8k.htm (8-K) — 40KB
• ex_901046.htm (EX-10.1) — 153KB
• ex_901047.htm (EX-10.2) — 209KB
• ex_901048.htm (EX-10.3) — 37KB
• logowhite_med.jpg (GRAPHIC) — 7KB
• 0001437749-25-038341.txt ( ) — 670KB
• rmcf-20251218.xsd (EX-101.SCH) — 3KB
• rmcf-20251218_def.xml (EX-101.DEF) — 11KB
• rmcf-20251218_lab.xml (EX-101.LAB) — 15KB
• rmcf-20251218_pre.xml (EX-101.PRE) — 11KB
• rmcfd20251219_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Common Stock Issuance On December 18, 2025, Rocky Mountain Chocolate Factory, Inc. (the "Company") completed the private placement of an aggregate of 1,500,000 of shares of the Company's common stock at a price per share equal to $1.80 (the "Transaction") to ARM-D Rocky Mountain Chocolate Holdings LLC (the "Purchaser") pursuant to a securities purchase agreement (the "Purchase Agreement"). Total proceeds received by the Company were $2.7 million. The proceeds will be used for general working capital purposes. The Purchase Agreement contains customary representations and warranties of the Company, on the one hand, and the Purchaser, on the other hand. In connection with the Purchase Agreement, the Company entered into an investor rights agreement with the Purchaser, dated December 18, 2025 (the "Investor Rights Agreement"), pursuant to which the Purchaser is, among other things, entitled to certain resale registration rights with respect to shares of the Company's common stock issued to the Purchaser. Pursuant to the Investor Rights Agreement, the Company will be required to prepare and file a resale registration statement with the Securities and Exchange Commission (the "SEC") within 30 days following the closing of the Transaction. The Company is obligated to use its commercially reasonable efforts to cause this registration statement to be declared effective by the SEC within 90 days following the closing of the Transaction (or within 120 days following the closing of the Transaction if the SEC reviews the registration statement). The Purchaser is also entitled to customary preemptive rights on certain securities issuances by the Company for so long as it meets the Minimum Ownership Threshold (as defined in the Investor Rights Agreement). The Investor Rights Agreement permits the Purchaser to designate an individual for membership on the Company's board of directors (the "Board"), and that individual wil

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The securities issued and sold to the Purchaser were not registered under the Securities Act of 1933, as amended (the "Securities Act"), and were issued and sold in reliance on the exemption from registration requirements provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D as promulgated by the SEC under the Securities Act. The Company relied on this exemption from registration based in part on representations made by the Purchaser in the Purchase Agreement. The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective upon the closing of the Transaction, Mr. Prez-Jcome was appointed to the Board to serve until the Company's next annual meeting of stockholders or until his earlier death, resignation or removal. In connection with his appointment, Mr. Prez-Jcome was also appointed as a member of the Nominating and Corporate Governance Committee, Audit Committee and Compensation Committee of the Board. It is expected that Mr. Prez-Jcome will serve as the chair of the Nominating and Corporate Governance Committee. Mr. Prez-Jcome is an experienced executive, entrepreneur, and director with over 20 years of leadership in infrastructure, real estate, energy, consumer goods, and financial services. Most recently, he has served as CEO of Hermes Infraestructura (2012-2024), co-founder of Encore Inc. (2004 – Present), and as a board member of Banorte Bank (2020-2024) and RedHawk Rebar LLC (2025 – Present). Mr. Prez-Jcome holds an MBA from the MIT Sloan School of Management, a Master's degree in Public Administration from Harvard University, and a Bachelor's degree in Industrial Engineering from the Universidad Iberoamericana, Mexico City. Other than the Investor

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 10.1 Securities Purchase Agreement, dated as of December 18, 2025, by and between Rocky Mountain Chocolate Factory, Inc. and ARM-D Rocky Mountain Chocolate Holdings LLC. 10.2 Investor Rights Agreement dated as of December 18, 2025, by and between Rocky Mountain Chocolate Factory, Inc. and ARM-D Rocky Mountain Chocolate Holdings LLC. 10.3 Amendment to the Letter Agreement, by and between Rocky Mountain Chocolate Factory, Inc. and Global Value Investment Corporation and its affiliates. 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: December 19, 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