Rocky Mountain Chocolate Factory, Inc.

8-K · rmcfd20260531_8k.htm iXBRL

0001616262

 2026-05-14
 2026-05-14

  

  

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

  

 FORM 8-K

  

 CURRENT REPORT

  

 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

  

 Date of Report (Date of earliest event reported): May 14, 2026

  

 Rocky Mountain Chocolate Factory, Inc.

 (Exact name of registrant as specified in its charter)

  

  

  

 Delaware

 001-36865

 47-1535633

 (State or other jurisdiction

 of incorporation)

 (Commission

 File Number)

 (IRS Employer

 Identification No.)

  

 265 Turner Drive

 Durango , Colorado 81303

 (Address, including zip code, of principal executive offices)

  

 Registrant's telephone number, including area code: ( 970 ) 259-0554

  

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

  

 ☐

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  

 ☐

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  

 ☐

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  

 ☐

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 Securities Registered Pursuant to Section 12(b) of the Act:

  

 Title of each class

 Trading Symbol

 Name of each exchange on which registered

 Common Stock , $0.001 par value per share

 RMCF

 Nasdaq   Capital Market

  

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

  

 Emerging growth company ☐

  

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

  

  

  

  

 Item 2.02. Results of Operations and Financial Condition.

  

 On May 14, 2026, Rocky Mountain Chocolate Factory, Inc. (the “Company”) issued preliminary financial results (the “Preliminary Results”) for the three and twelve months ended February 28, 2026. A copy of the Preliminary Results is attached hereto as Exhibit 99.1.

  

 On June 1, 2026, the Company issued a press release (the “Release”) reporting its results of operations for the three and twelve months ended February 28, 2026. A copy of the Release is attached hereto as Exhibit 99.2.

  

 The information contained in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any other filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language included in such filing, except as expressly set forth by specific reference in such filing.

  

 Item 9.01. Financial Statements and Exhibits.

  

  

 (d)

 Exhibits

  

 Exhibit No.

 Description

  
  

 99.1*

 Preliminary Results Press Release of Rocky Mountain Chocolate Factory, Inc., dated May 14, 2026

 99.2*

 Press Release of Rocky Mountain Chocolate Factory, Inc., dated June 1, 2026

 104

 Cover Page Interactive Data File (embedded with the Inline XBRL document)

  

  

 *Furnished herewith

  

 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: June 1, 2026

 By:

 /s/ Jeffrey R. Geygan

  

 Name:

 Jeffrey R. Geygan

  

 Title:

 Interim Chief Executive Officer