{"version":"company-facts.v1","source":"https://secwatch.observer","generated_at":"2026-07-11T19:10:02.515736+00:00","company":{"ticker":"RMCF","cik":1616262,"company_name":"Rocky Mountain Chocolate Factory, Inc."},"pagination":{"limit":100,"returned":74,"next_cursor":null},"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer","counterparties":{"contract_counterparty":[{"display_name":"Wells Fargo Bank, National Association","detail":"credit_facility","count":3,"first_seen":"2023-10-03T23:59:59+00:00","last_seen":"2024-01-26T23:59:59+00:00","evidence_fact_ids":[79068,109146,109147]},{"display_name":"ARM-D Rocky Mountain Chocolate Holdings LLC","detail":"equity_purchase","count":2,"first_seen":"2025-12-19T23:59:59+00:00","last_seen":"2025-12-19T23:59:59+00:00","evidence_fact_ids":[111971,111972]},{"display_name":"Bradley L. Radoff, Andrew T. 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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 23, 2025 By: /s/ Jeffrey R. Geygan Name: Jeffrey R. 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In addition, the Second Amendment lowers the maximum principal amount available under the Line of Credit from $5 million to $4 million and amends certain financial covenants in the Credit Agreement. Borrowings under the Line of Credit bear interest at a per annum rate equal to the Daily Simple SOFR","confidence":0.98,"filing_url":"https://secwatch.observer/filing/0001437749-23-027440","anchor_url":"https://secwatch.observer/filing/0001437749-23-027440#claim-55abb893bc6f19e28b56b2772e902bab13e7dc66","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1616262/000143774923027440/0001437749-23-027440-index.htm"},{"fact_type":"material_agreement","fact_key":"a3429019ed697e233d33087758b40862d136abb5","cik":1616262,"ticker":"RMCF","company_name":"Rocky Mountain Chocolate Factory, Inc.","filed_at":"2023-10-03T23:59:59+00:00","payload":{"action":"entry","agreement_name":"Revolving Line of Credit Note","agreement_type":"credit_facility","counterparty":"Wells Fargo Bank, National Association","effective_date":"2023-09-28","item_codes_triggered":["1.01"],"value_text":"$4 million"},"claim":"Rocky Mountain Chocolate Factory, Inc. entered into Revolving Line of Credit Note with Wells Fargo Bank, National Association valued at $4 million (effective 2023-09-28).","evidence_excerpt":"i) a Second Amendment to its Credit Agreement with Wells Fargo Bank, National Association (the “Lender”) (the “Second Amendment”), and (ii) the Revolving Line of Credit Note (the “Revolving Note”) in connection with the Second Amendment, each effective September 28, 2023","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001437749-23-027440","anchor_url":"https://secwatch.observer/filing/0001437749-23-027440#claim-a3429019ed697e233d33087758b40862d136abb5","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1616262/000143774923027440/0001437749-23-027440-index.htm"},{"fact_type":"material_agreement","fact_key":"2ed0053f145918d595b429d3c4fed12ca9f0991f","cik":1616262,"ticker":"RMCF","company_name":"Rocky Mountain Chocolate Factory, Inc.","filed_at":"2023-10-03T23:59:59+00:00","payload":{"action":"amendment","agreement_name":"Second Amendment","agreement_type":"credit_facility","counterparty":"Wells Fargo Bank, National Association","effective_date":"2023-09-28","item_codes_triggered":["1.01"],"value_text":"$4 million"},"claim":"Rocky Mountain Chocolate Factory, Inc. amended Second Amendment with Wells Fargo Bank, National Association valued at $4 million (effective 2023-09-28).","evidence_excerpt":"Second Amendment to its Credit Agreement with Wells Fargo Bank, National Association (the “Lender”) (the “Second Amendment”), and (ii) the Revolving Line of Credit Note (the “Revolving Note”) in connection with the Second Amendment, each effective September 28, 2023. The Second Amendment and Revolving Note extend the maturity date of the Company’s revolving line of credit under the Credit Agreement, dated October 13, 2021 (the “Credit Agreement,” and together with the Second Amendment and the Revolving Note, the “Line of Credit”) from September 30, 2023 to September 30, 2024. In addition, the Second Amendment lowers the maximum principal amount available under the Line of Credit from $5 million to $4 million","confidence":0.98,"filing_url":"https://secwatch.observer/filing/0001437749-23-027440","anchor_url":"https://secwatch.observer/filing/0001437749-23-027440#claim-2ed0053f145918d595b429d3c4fed12ca9f0991f","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1616262/000143774923027440/0001437749-23-027440-index.htm"},{"fact_type":"governance_change","fact_key":"8631316006a4c85925ad0d6c4b9ed7e8e2e2d5fe","cik":1616262,"ticker":"RMCF","company_name":"Rocky Mountain Chocolate Factory, Inc.","filed_at":"2023-09-12T23:59:59+00:00","payload":{"change_type":"bylaw_amendment","effective_date":"2023-09-11","item_codes_triggered":["5.03"],"summary_text":"Third Amended and Restated Bylaws adopted, including changes for universal proxy rules, DGCL amendments, proxy card color requirement, stockholder nomination procedures, treasurer position, and indemnification provisions."},"claim":"Rocky Mountain Chocolate Factory, Inc.: Third Amended and Restated Bylaws adopted, including changes for universal proxy rules, DGCL amendments, proxy card color requirement, stockholder nomination procedures, treasurer position, and indemnification provisions (effective 2023-09-11).","evidence_excerpt":"On September 11, 2023, in connection with a periodic review of the Second Amended and Restated Bylaws (the “Prior Bylaws”) of Rocky Mountain Chocolate Factory, Inc. (the “Company”), the effectiveness of new Securities and Exchange Commission rules regarding universal proxy cards (the “Universal Proxy Rules”), and certain recent amendments to the Delaware General Corporation Law (the “DGCL”), the Company’s board of directors (the “Board”) approved and adopted the Company’s Third Amended and Restated Bylaws (the “Third Amended and Restated Bylaws”), which amended and restated the Prior Bylaws in their entirety and became immediately effective.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001437749-23-025637","anchor_url":"https://secwatch.observer/filing/0001437749-23-025637#claim-8631316006a4c85925ad0d6c4b9ed7e8e2e2d5fe","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1616262/000143774923025637/0001437749-23-025637-index.htm"},{"fact_type":"shareholder_vote","fact_key":"14d5389c18819892c515d9f339f2012e0162a94e","cik":1616262,"ticker":"RMCF","company_name":"Rocky Mountain Chocolate Factory, Inc.","filed_at":"2023-08-24T23:59:59+00:00","payload":{"item_codes_triggered":["5.07"],"meeting_date":"2023-08-18","outcome":"passed","proposal_text":"Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers","proposal_type":"say_on_pay","results":[{"broker_non_votes":"1,429,818","subject":null,"votes_abstain":"31,011","votes_against":"1,515,464","votes_for":"2,086,658","votes_withheld":null}]},"claim":"Rocky Mountain Chocolate Factory, Inc. shareholders approved Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers at the 2023-08-18 meeting.","evidence_excerpt":"The compensation of the Company’s named executive officers, on an advisory basis was approved, as follows: Votes For Votes Against Abstentions Broker Non-Votes 2,086,658 1,515,464 31,011 1,429,818","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001437749-23-024583","anchor_url":"https://secwatch.observer/filing/0001437749-23-024583#claim-14d5389c18819892c515d9f339f2012e0162a94e","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1616262/000143774923024583/0001437749-23-024583-index.htm"},{"fact_type":"shareholder_vote","fact_key":"12d2cff00def1e686b76172b922cb73267b84f2e","cik":1616262,"ticker":"RMCF","company_name":"Rocky Mountain Chocolate Factory, Inc.","filed_at":"2023-08-24T23:59:59+00:00","payload":{"item_codes_triggered":["5.07"],"meeting_date":"2023-08-18","outcome":"passed","proposal_text":"Ratification of Independent Registered Public Accountants","proposal_type":"auditor_ratification","results":[{"broker_non_votes":"0","subject":null,"votes_abstain":"48,616","votes_against":"55,745","votes_for":"4,958,590","votes_withheld":null}]},"claim":"Rocky Mountain Chocolate Factory, Inc. shareholders approved Ratification of Independent Registered Public Accountants at the 2023-08-18 meeting.","evidence_excerpt":"The appointment of Plante & Moran, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2024 was ratified as follows: Votes For Votes Against Abstentions Broker Non-Votes 4,958,590 55,745 48,616 0","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001437749-23-024583","anchor_url":"https://secwatch.observer/filing/0001437749-23-024583#claim-12d2cff00def1e686b76172b922cb73267b84f2e","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1616262/000143774923024583/0001437749-23-024583-index.htm"},{"fact_type":"shareholder_vote","fact_key":"4e43ef50be192b7f3510f65e16a33d74162b148a","cik":1616262,"ticker":"RMCF","company_name":"Rocky Mountain Chocolate Factory, Inc.","filed_at":"2023-08-24T23:59:59+00:00","payload":{"item_codes_triggered":["5.07"],"meeting_date":"2023-08-18","outcome":"passed","proposal_text":"Election of Directors","proposal_type":"director_election","results":[{"broker_non_votes":"1,429,818","subject":"Jeffrey R. Geygan","votes_abstain":null,"votes_against":null,"votes_for":"2,204,735","votes_withheld":"1,428,399"},{"broker_non_votes":"1,429,818","subject":"Robert J. Sarlls","votes_abstain":null,"votes_against":null,"votes_for":"3,562,164","votes_withheld":"70,970"},{"broker_non_votes":"1,429,818","subject":"Starlette B. Johnson","votes_abstain":null,"votes_against":null,"votes_for":"3,561,383","votes_withheld":"71,751"},{"broker_non_votes":"1,429,818","subject":"Mark O. Riegel","votes_abstain":null,"votes_against":null,"votes_for":"2,433,713","votes_withheld":"1,199,421"},{"broker_non_votes":"1,429,818","subject":"Brett P. Seabert","votes_abstain":null,"votes_against":null,"votes_for":"2,209,354","votes_withheld":"1,423,780"}]},"claim":"Rocky Mountain Chocolate Factory, Inc. shareholders approved Election of Directors at the 2023-08-18 meeting.","evidence_excerpt":"Each of Jeffrey R. Geygan, Robert J. Sarlls, Starlette B. Johnson, Mark O. Riegel and Brett P. Seabert was elected as a director to serve on the Company’s board of directors until the Company’s 2024 Annual Meeting of Stockholders and until his or her successor, if any, is elected or appointed, or his or her earlier death, resignation, retirement, disqualification or removal as follows: Name For Withheld Broker Non-Votes Jeffrey R. Geygan 2,204,735 1,428,399 1,429,818 Robert J. Sarlls 3,562,164 70,970 1,429,818 Starlette B. Johnson 3,561,383 71,751 1,429,818 Mark O. Riegel 2,433,713 1,199,421 1,429,818 Brett P. Seabert 2,209,354 1,423,780 1,429,818","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001437749-23-024583","anchor_url":"https://secwatch.observer/filing/0001437749-23-024583#claim-4e43ef50be192b7f3510f65e16a33d74162b148a","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1616262/000143774923024583/0001437749-23-024583-index.htm"},{"fact_type":"auditor_change","fact_key":"0ab9c1cf964aeb6a56f87cfdc81e54d8573a180a","cik":1616262,"ticker":"RMCF","company_name":"Rocky Mountain Chocolate Factory, Inc.","filed_at":"2023-08-21T23:59:59+00:00","payload":{"action":"resignation","auditor_name":"Plante & Moran, PLLC","disagreement_text":null,"effective_date":"2023-08-15","item_codes_triggered":["4.01"],"non_reliance_signal":"none","successor_auditor_name":null},"claim":"Plante & Moran, PLLC resigned as auditor of Rocky Mountain Chocolate Factory, Inc..","evidence_excerpt":"On August 15, 2023, the audit committee (the \"Audit Committee\") of Rocky Mountain Chocolate Factory, Inc. (the \"Company\") received notice from Plante & Moran, PLLC (\"Plante Moran\"), the Company's independent registered public accounting firm, regarding Plante Moran's decision to not stand for re-election as the Company's independent registered public accounting firm.","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001437749-23-024292","anchor_url":"https://secwatch.observer/filing/0001437749-23-024292#claim-0ab9c1cf964aeb6a56f87cfdc81e54d8573a180a","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1616262/000143774923024292/0001437749-23-024292-index.htm"},{"fact_type":"earnings_release","fact_key":"f59570e550da071184e18bb25eae95fac33aeceb","cik":1616262,"ticker":"RMCF","company_name":"Rocky Mountain Chocolate Factory, Inc.","filed_at":"2023-07-13T23:59:59+00:00","payload":{"eps_text":"$(0.24) per share","guidance_signal":"none","item_codes_triggered":["2.02"],"net_income_text":"$1.5 million loss","period_text":"the three months ended May 31, 2023","report_date":"2023-07-13","result_type":"reported_results","revenue_text":"$6.4 million"},"claim":"Rocky Mountain Chocolate Factory, Inc. reported the three months ended May 31, 2023 results: revenue $6.4 million, net income $1.5 million loss, EPS $(0.24) per share.","evidence_excerpt":"Total revenue was $6.4 million compared to $6.9 million. The decrease was primarily due to $0.3 million of lower shipment of products related to the planned exit of two customers. ● Total factory and retail gross profit was $0.3 million compared to $0.9 million, with gross margin of 5.1% compared to 16.3%. The decrease was primarily due to lower production volume resulting from the Company’s strategy to produce finished goods closer to final consumption, the aforementioned reduction of non-core SKUs, and higher costs related to wages and inflation. This was partially offset by positive contributions to gross profit including lower transportation expense, reduced waste and scrap, and lower warehousing expense. ● Total operating expenses were $7.9 million compared to $7.2 million. The increase was primarily due to increased staffing costs driven by new mid- and senior leadership, including the Company’s CEO, CFO and Senior Supply Chain Advisor whom are all working to drive the aforementi","confidence":0.95,"filing_url":"https://secwatch.observer/filing/0001437749-23-019900","anchor_url":"https://secwatch.observer/filing/0001437749-23-019900#claim-f59570e550da071184e18bb25eae95fac33aeceb","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1616262/000143774923019900/0001437749-23-019900-index.htm"},{"fact_type":"earnings_release","fact_key":"291d9c209ce0e5489ed425963538e2a0759e335d","cik":1616262,"ticker":"RMCF","company_name":"Rocky Mountain Chocolate Factory, Inc.","filed_at":"2023-05-24T23:59:59+00:00","payload":{"eps_text":"$(0.88) per share","guidance_signal":"none","item_codes_triggered":["2.02"],"net_income_text":"$5.5 million","period_text":"the full year ended February 28, 2023","report_date":"2023-05-24","result_type":"reported_results","revenue_text":"$30.4 million"},"claim":"Rocky Mountain Chocolate Factory, Inc. reported the full year ended February 28, 2023 results: revenue $30.4 million, net income $5.5 million, EPS $(0.88) per share.","evidence_excerpt":"Fiscal Year 2023 Results vs. Fiscal Year 2022 ● Total revenue increased 3% to $30.4 million compared to $29.5 million. ● Total factory and retail gross profit was $4.0 million compared to $4.9 million, with gross margin of 16.4% compared to 20.9%. The decrease was primarily due to lower production volumes, expenses associated with obsolete inventory and higher costs of raw materials. ● Total operating expenses increased to $35.3 million compared to $30.2 million. Excluding one-time costs, including those related to the solicitation of proxies and severance payments, fiscal year 2023 operating expenses were $29.2 million. ● Net loss from continuing operations increased to $5.5 million or $(0.88) per share, compared to net loss from continuing operations of $0.5 million or $(0.08) per share. ● Adjusted EBITDA (a non-GAAP measure defined below) was $2.6 million compared to $4.1 million. ● Cash used from operations was $2.1 million compared to cash generated from operations of $2.9 million","confidence":0.9,"filing_url":"https://secwatch.observer/filing/0001437749-23-015657","anchor_url":"https://secwatch.observer/filing/0001437749-23-015657#claim-291d9c209ce0e5489ed425963538e2a0759e335d","edgar_index_url":"https://www.sec.gov/Archives/edgar/data/1616262/000143774923015657/0001437749-23-015657-index.htm"},{"fact_type":"earnings_release","fact_key":"7d7e304a73cbff7838511e080ba82518c2695073","cik":1616262,"ticker":"RMCF","company_name":"Rocky Mountain Chocolate Factory, Inc.","filed_at":"2023-05-24T23:59:59+00:00","payload":{"eps_text":"$(0.29) per share","guidance_signal":"none","item_codes_triggered":["2.02"],"net_income_text":"$1.9 million","period_text":"the three months ended February 28, 2023","report_date":"2023-05-24","result_type":"reported_results","revenue_text":"$8.1 million"},"claim":"Rocky Mountain Chocolate Factory, Inc. reported the three months ended February 28, 2023 results: revenue $8.1 million, net income $1.9 million, EPS $(0.29) per share.","evidence_excerpt":"Fiscal Q4 2023 Results vs. Year-Ago Quarter ● Total revenue increased 5% to $8.1 million compared to $7.8 million. The increase was driven primarily by higher pricing, partially offset lower pound volume. Systemwide revenue per store was up 1.5%. ● Total factory and retail gross profit decreased to $0.1 million compared to $0.9 million, with gross margin of 1.2% compared to 14.7%. The decrease was primarily due to the Company writing off $0.6 million of obsolete inventory as a result of undertaking an aggressive effort to rationalize the products it offers and to reduce total inventory levels. ● Total operating expenses increased to $10.1 million compared to $7.2 million. The increase was primarily driven by one-time items, including costs associated with the solicitation of proxies and severance payments. 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