American Heritage Railways Files 13D for Rocky Mountain Chocolate

TL;DR

**AHR files 13D on RMCF - big move incoming?**

AI Summary

American Heritage Railways, Inc. has filed a Schedule 13D, indicating a change in beneficial ownership of Rocky Mountain Chocolate Factory, Inc. common stock. The filing, dated August 28, 2024, does not specify the exact number of shares or dollar amount involved but signals a significant stake by American Heritage Railways in the confectionery company.

Why It Matters

This filing signals a potential shift in control or influence over Rocky Mountain Chocolate Factory, Inc., which could impact its strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — A Schedule 13D filing indicates a significant stake and potential activism, which can lead to volatility and uncertainty for the company and its shareholders.

Key Players & Entities

• American Heritage Railways, Inc. (company) — Filing entity
• Rocky Mountain Chocolate Factory, Inc. (company) — Subject company
• Allen C. Harper (person) — Group member

FAQ

Key Financial Figures

• $0.001 — Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of
• $1,760,112.55 — Common Stock acquired was approximately $1,760,112.55 (excluding commissions). Page 4 of 9
• $1.75 — Purchase of Common Stock 1,000,000 $1.75 Page 8 of 9 JOINT FILING AGREEMENT

Filing Documents

• z822240sc13d.htm (SC 13D) — 56KB
• 0001214659-24-015452.txt ( ) — 58KB

Security and Issuer

Item 1. Security and Issuer. The securities to which this statement on Schedule 13D (this “Statement”) relates are the common stock, par value $0.001 per share (the “Common Stock”), of Rocky Mountain Chocolate Factory, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 265 Turner Drive, Durango, CO 81303.

Identity and Background

Item 2. Identity and Background. (a) Name This Statement is filed by: (i) American Heritage Railways, Inc., a Florida corporation (“AHR”); (ii) Allen C. Harper, who serves as the chief executive officer, director, and controlling shareholder of AHR; AHR and Mr. Harper are referred to collectively as the “Reporting Persons.” (b) Residence of Business Address The address of the principal business and principal office of each of the Reporting Persons is 479 Main Avenue, Durango, CO 81301. (c) Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or Other Organization in Which Such Employment Is Conducted The principal business of AHR is operating a heritage tourism company. The principal occupation of Allen C. Harper is acting as the chief executive officer of AHR. (d) Criminal Convictions During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Civil Proceedings During the past five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship AHR is a Florida corporation. Mr. Allen C. Harper is a citizen of the United States of America.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration. All of the shares of Common Stock to which this Statement relates were purchased on behalf of the Reporting Persons using the investment capital of the Reporting Persons. Such shares of Common Stock are or may be held from time to time in margin accounts established with their respective brokers or banks, and a portion of the purchase price for the Common Stock may have been obtained through margin borrowing. Common Stock positions held in margin accounts may be pledged as collateral security for the repayment of debit balances in the margin accounts. The aggregate purchase price of the 1,001,911 shares of Common Stock acquired was approximately $1,760,112.55 (excluding commissions). Page 4 of 9

Purpose of Transaction

Item 4. Purpose of Transaction. The Reporting Persons purchased the shares of Common Stock for investment purposes, and such purchases have been made in the ordinary course of business of the Reporting Persons. In pursuing such investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose, or otherwise deal in the Common Stock at times, and in such manner, as they deem advisable to benefit from, among other things, (1) changes in the market prices of the shares of Common Stock; (2) changes in the Issuer’s operations, business strategy, or prospects; or (3) from the sale or merger of the Issuer. To evaluate such alternatives, the Reporting Persons will closely monitor the Issuer’s operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as other economic, securities markets, and investment considerations. The Reporting Persons have in the past discussed, and may in the future discuss, such matters with the management or Board of Directors of the Issuer. Such evaluations and discussions may materially affect, and result in, among other things, the Reporting Persons (1) modifying their ownership of the Common Stock; (2) exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements; (3) proposing changes in the Issuer’s operations, governance, or capitalization; (4) initiating or pursuing a transaction that would result in the Reporting Persons’ acquisition of all or a controlling interest in the Issuer; or (5) pursuing one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (a) and (b) The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement are incorporated herein by reference. As of 4:00 p.m., Eastern time, on August 15, 2025, the Reporting Persons beneficially owned 1,001,911 shares of Common Stock, representing approximately 13.2% of the outstanding shares of Common Stock. The percentage in this paragraph relating to beneficial ownership of Common Stock is based on 6,341,595 shares of common stock, par value $0.001 per share outstanding as of July 15, 2024, as reported in the Form 10-Q for the fiscal quarter ended May 31, 2024, of Rocky Mountain Chocolate Factory, Inc., plus 1,250,000 shares of common stock, par value $0.001 per share outstanding issued by Rocky Mountain Chocolate Factory, Inc. on August 5, 2024, as reported in Form 8-K filed with the U.S. Securities and Exchange Commission on August 7, 2024. Mr. Allen C. Harper, as the chief executive officer, a director, and the controlling shareholder of AHR, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by AHR, and may be deemed to be the indirect beneficial owner of such shares. Mr. Allen C. Harper disclaims beneficial has sole power to direct the voting and disposition of the shares of Common Stock. (c) Except as set forth in Schedule A, none of the Reporting Persons has effected any transactions in the Common Stock in the 60 days prior to the date of this Statement. (d) No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement. (e) Not applicable. Page 5 of 9

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Other than as described in this Statement, to the knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other persons with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. Exhibit Number Description 1 Joint Filing Agreement, dated August 15, 2024. Page 6 of 9

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct. Dated: August 15, 2024 AMERICAN HERITAGE RAILWAYS, INC. By: /s/ Allen C. Harper Name: Allen C. Harper Title: Chief Executive Officer /s/ Allen C. Harper Allen C. Harper Page 7 of 9 Schedule A Transactions by the Reporting Persons in the Past 60 Days The following table sets forth all unreported transactions with respect to the Common Stock effected in the last 60 days by or on behalf of the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., Eastern time, on August 15, 2024. The single reported transaction was effected pursuant to a securities purchase agreement, dated as of August 5, 2024, by and between Rocky Mountain Chocolate Factory, Inc. and AHR. Person Effecting the Transaction Transaction Date Nature of Transaction Securities Purchased Price per Share AHR 08/06/2024 Purchase of Common Stock 1,000,000 $1.75 Page 8 of 9 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value, of Rocky Mountain Chocolate Factory, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. Dated: August 15, 2024 AMERICAN HERITAGE RAILWAYS, INC. By: /s/ Allen C. Harper Name: Allen C. Harper Title: Chief Executive Officer /s/ Allen C. Harper Allen C. Harper Page 9 of 9

View Full Filing

View this SC 13D filing on SEC EDGAR