Rocky Mountain Chocolate Factory Files S-1

TL;DR

RMCF filed an S-1, looks like they're raising capital. Details TBD.

AI Summary

Rocky Mountain Chocolate Factory, Inc. filed an S-1 registration statement on September 5, 2024, for an unspecified offering. The company, incorporated in Delaware with its principal executive offices in Durango, Colorado, is in the sugar & confectionery products industry. Jeffrey R. Geygan is the Interim Chief Executive Officer.

Why It Matters

This S-1 filing indicates Rocky Mountain Chocolate Factory, Inc. is preparing to offer securities, potentially for expansion, debt repayment, or other corporate purposes, which could impact its stock and future operations.

Risk Assessment

Risk Level: medium — S-1 filings often precede significant corporate actions like stock offerings, which carry inherent market and financial risks.

Key Numbers

• 2060 — SIC Code (Indicates the company operates in the Sugar & Confectionery Products industry.)
• 47-1535633 — IRS Number (Employer Identification Number for tax purposes.)

Key Players & Entities

• Rocky Mountain Chocolate Factory, Inc. (company) — Registrant
• September 5, 2024 (date) — Filing Date
• Delaware (jurisdiction) — State of Incorporation
• 265 Turner Drive Durango, CO 81303 (address) — Principal Executive Offices
• Jeffrey R. Geygan (person) — Interim Chief Executive Officer
• 333-281948 (registration_number) — SEC File Number

FAQ

Key Financial Figures

• $0.001 — 0,000 shares of common stock, par value $0.001 per share (the "Common Stock"), of Rock
• $1.78 — n Stock on the Nasdaq Global Market was $1.78 per share. You should read this prospe
• $1.75 — mmon Stock at a purchase price equal to $1.75 per share (the "Private Placement"). T

Filing Documents

• rmcfd20240904_s1.htm (S-1) — 287KB
• ex_721303.htm (EX-23.2) — 3KB
• ex_721304.htm (EX-23.3) — 3KB
• ex_721305.htm (EX-FILING FEES) — 16KB
• logo.jpg (GRAPHIC) — 8KB
• 0001437749-24-028544.txt ( ) — 321KB

Risk Factors

Risk Factors 4 Cautionary Note Regarding Forward-Looking Statements 5

Use of Proceeds

Use of Proceeds 6 Selling Stockholders 7

Description of Securities

Description of Securities 8 Plan of Distribution 9 Legal Matters 12 Experts 12 Information Incorporated by Reference 13 Where You Can Find More Information 14 i ABOUT THIS PROSPECTUS We have not authorized anyone to provide you with information that is different from that contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. When you make a decision about whether to invest in our securities, you should not rely upon any information other than the information in this prospectus or in any free writing prospectus that we may authorize to be delivered or made available to you. Neither the delivery of this prospectus nor the sale of our securities means that the information contained in this prospectus or any free writing prospectus is correct after the date of this prospectus or such free writing prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy our securities in any circumstances under which the offer or solicitation is unlawful. For investors outside the United States: We have not taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities covered hereby and the distribution of this prospectus outside the United States. This prospectus contains summaries of certain provisions contained in some of the documents described, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the full text of the actual documents, some of which have been filed or will be filed and incorporated by reference. See "Information Incorporated by Reference" and "Where You Can Find M

Use of proceeds

Use of proceeds We will not receive any proceeds from the shares of Common Stock offered by the selling stockholders under this prospectus. Nasdaq Global Market Symbol "RMCF." An investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks and uncertainties described in the section captioned "Risk Factors" beginning on page 4 of this prospectus, in the section captioned "Risk Factors" contained in our Annual Report on Form 10-K for the fiscal year ended February 29, 2024, as filed with the SEC on June 13, 2024, and in our subsequent Quarterly Reports on Form 10-Q and other filings that we make with the SEC from time to time, which are incorporated by reference in their entirety, together with other information in this prospectus and the information incorporated by reference. The number of shares of Common Stock that will be outstanding immediately after this offering as shown above is based on 7,591,595 shares of Common Stock issued and outstanding as of August 21, 2024, and, unless otherwise indicated, excludes: 900,000 shares of Common Stock reserved for issuance under our equity incentive plan; and 136,148 shares of Common Stock issuable upon vesting of outstanding restricted stock units. 3

RISK FACTORS

RISK FACTORS An investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks and uncertainties described below, in the section captioned "Risk Factors" contained in our Annual Report on Form 10-K for the fiscal year ended February 29, 2024, as filed with the SEC on June 13, 2024, and in our subsequent Quarterly Reports on Form 10-Q and other filings that we make with the SEC from time to time, which are incorporated by reference in their entirety, together with other information in this prospectus and the information incorporated by reference. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could suffer materially. In such event, the trading price of the Common Stock could decline, and you might lose all or part of your investment. Risks Related to this Offering The sale of shares of Common Stock acquired by the Selling Stockholders could cause the price of the Common Stock to decline. We are registering for sale by the Selling Stockholders up to 1,250,000 shares of Common Stock. Depending on a variety of factors, including market liquidity of the Common Stock, the sale of shares by the Selling Stockholders may cause the trading price of the Common Stock to decline. Our need for future financing may result in the issuance of additional securities, which will cause investors to experience dilution. Our cash requirements may vary from those now planned, depending upon numerous factors. Accordingly, we may need to obtain additional funding in connection with our continuing operations. There are no other commitments by any person for future financing. Our securities may be offered to other investors at a price lower than the price per share offered to current stockholders, or upon terms which may be deemed more favorable than those offered to current stockholders. In addition, the issuance of securities in an

USE OF PROCEEDS

USE OF PROCEEDS We will not receive any proceeds from the sale of shares of Common Stock offered by the selling stockholders under this prospectus. 6 SELLING STOCKHOLDERS This prospectus covers the sale or other disposition by the selling stockholders identified in the table below of up to an aggregate of 1,250,000 shares of Common Stock. The selling stockholders acquired their securities in the transaction described above under the heading "Prospectus SummaryRecent Developments." The table below sets forth, as of August 21, 2024, the following information regarding the selling stockholders: the names of the selling stockholders; the number of shares of Common Stock owned by each selling stockholder prior to this offering; the number of shares of Common Stock to be offered by each selling stockholder in this offering; the number of shares of Common Stock to be owned by each selling stockholder assuming the sale of all of the shares of Common Stock covered by this prospectus; and the percentage of our issued and outstanding shares of Common Stock to be owned by each selling stockholder assuming the sale of all of the shares of Common Stock covered by this prospectus based on the number of shares of Common Stock issued and outstanding as of August 21, 2024. Except as described above, the number of shares of Common Stock beneficially owned by the selling stockholders has been determined in accordance with Rule 13d-3 under the Exchange Act and includes, for such purpose, shares of Common Stock that the selling stockholders have the right to acquire within 60 days of August 21, 2024. All information with respect to Common Stock ownership of the selling stockholders has been furnished by or on behalf of the selling stockholders. We believe, based on information supplied by the selling stockholders, that except as may otherwise be indicated in the footnotes to the table below, the selling stockholders have sole voting and dispositive power with respect to th

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES

Description of Capital Stock

Description of Capital Stock The following summary of the terms of our capital stock is based upon our Amended and Restated Certificate of Incorporation (our " Certificate of Incorporation " ) and our Third Amended and Restated Bylaws (our " Bylaws " ). The summary is not complete, and is qualified by reference to our Certificate of Incorporation and our Bylaws, which are filed as exhibits to the Annual Report on Form 10-K for the fiscal year ended February 29, 2024 and are incorporated by reference. We encourage you to read our Certificate of Incorporation, our Bylaws and the applicable provisions of the Delaware General Corporation Law (the " DGCL " ) for additional information. Our authorized capital stock consists of 46,000,000 shares of Common Stock, and 250,000 shares of Preferred Stock, $0.001 par value per share ("Preferred Stock"). As of August 21, 2024, 2024, there were 7,591,595 shares of Common Stock outstanding and no shares of Preferred Stock outstanding. No other capital stock was outstanding as of August 21, 2024. Common Stock The holders of Common Stock are entitled to one vote per share on all matters to be voted on by the common stockholders, including the election of directors. Except as provided by the terms of any outstanding Preferred Stock, our common stockholders will possess exclusive voting power. The holders of Common Stock are not entitled to cumulative voting in the election of directors. Directors will be elected by a plurality of the votes cast in the election of directors at a duly called meeting at which a quorum is present. The affirmative vote of a majority of the votes cast at a duly called meeting at which a quorum is present shall be sufficient to approve all other matters which may properly come before the meeting, unless more than a majority of the votes cast is required by law or the Certificate of Incorporation.

View Full Filing

View this S-1 filing on SEC EDGAR