---
schema_version: "secwatch.filing_event.v1"
accession: "0001437749-23-012585"
form_type: "8-K"
ticker: "RMCF"
cik: "0001616262"
company_name: "Rocky Mountain Chocolate Factory, Inc."
filed_at: "2023-05-04T23:59:59+00:00"
generated_at: "2026-06-15T22:06:55.670617+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# RMCF completes sale of U-Swirl frozen yogurt business for $2.75M

## Summary
- Sold substantially all U-Swirl assets to U Swirl, LLC (Fosters Freeze affiliate) for $2.75M total consideration.
- $1.75M cash plus $1.0M three-year secured promissory note at 5% year 1, 10% on default.
- RMCF as guarantor agreed to 4-year non-compete in frozen yogurt business.
- Seller to provide transition services for one year post-closing; purchase price subject to working capital adjustment.
- Security and pledge agreements collateralize note; closing occurred May 1, 2023.

## SEC filing metadata
- accession: 0001437749-23-012585
- form_type: 8-K
- ticker: RMCF
- cik: 0001616262
- company_name: Rocky Mountain Chocolate Factory, Inc.
- filed_at: 2023-05-04T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1616262/000143774923012585/0001437749-23-012585-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1616262/000143774923012585/rmcfd20230502_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-23-012585
- JSON: https://secwatch.observer/filing/0001437749-23-012585.json
- Plain text: https://secwatch.observer/filing/0001437749-23-012585.txt

## Key facts
- Material Agreements
  Rocky Mountain Chocolate Factory, Inc. entered into Asset Purchase Agreement with U Swirl, LLC valued at Sale of substantially all assets for $2.75 million ($1.75 million cash and $1.0 million secured prom (effective 2023-05-01).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: U Swirl, LLC
  - Value: Sale of substantially all assets for $2.75 million ($1.75 million cash and $1.0 million secured prom
  - Effective: 2023-05-01
  source text: On May 1, 2023 (the “Closing Date”), Rocky Mountain Chocolate Factory, Inc. (the “Company”) completed the sale of substantially all of the assets (the “Sale”) of U-Swirl International, Inc. (“Seller”), which operates and offers franchises for the operation of self-serve frozen yogurt stores (the “Business”). The Sale was completed pursuant to an Asset Purchase Agreement (the “Asset Purchase Agreement”), dated May 1, 2023, by and among the Company, as guarantor, Seller and U Swirl, LLC (“Purchaser”), a related company of Fosters Freeze, Inc., a California corporation.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1616262/000143774923012585/0001437749-23-012585-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.