Rocky Mountain Chocolate Factory raises $2.7M via private placement of 1.5M shares at $1.80; appoints new board member

Rocky Mountain Chocolate Factory, Inc.

Sold 1,500,000 shares at $1.80 each to ARM-D Rocky Mountain Chocolate Holdings LLC for total proceeds of $2.7M.
Proceeds to be used for general working capital purposes.
Appointed Alberto Pérez-Jácome Friscione to the Board, effective immediately; will chair Nominating and Corporate Governance Committee.
Amendment caps GVIC ownership at 25% of outstanding voting securities.
Investor Rights Agreement provides registration rights, preemptive rights, and standstill provisions.

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Rocky Mountain Chocolate Factory, Inc. issued 1,500,000 of shares of common stock to ARM-D Rocky Mountain Chocolate Holdings LLC for $1.80 per share.

Security: common stock
Shares: 1,500,000 of shares
Purchaser: ARM-D Rocky Mountain Chocolate Holdings LLC
Consideration: $1.80 per share

Exact text from the filing

On December 18, 2025, Rocky Mountain Chocolate Factory, Inc. (the “Company”) completed the private placement of an aggregate of 1,500,000 of shares of the Company’s common stock at a price per share equal to $1.80 (the “Transaction”) to ARM-D Rocky Mountain Chocolate Holdings LLC (the “Purchaser”) pursuant to a securities purchase agreement

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Rocky Mountain Chocolate Factory, Inc. amended Amendment to Letter Agreement with Global Value Investment Corporation valued at GVIC ownership limit set at 25.0% of Voting Securities (effective 2025-12-18).

Action: amendment
Counterparty: Global Value Investment Corporation
Value: GVIC ownership limit set at 25.0% of Voting Securities
Effective: 2025-12-18

Exact text from the filing

In connection with the Transaction, the Company and the other parties thereto entered into an amendment (the “Amendment”) to the letter agreement, dated November 26, 2024 (the “Letter Agreement”), between the Company, Global Value Investment Corporation and certain of its affiliates (collectively “GVIC”) and certain other parties.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Rocky Mountain Chocolate Factory, Inc. entered into Investor Rights Agreement with ARM-D Rocky Mountain Chocolate Holdings LLC valued at Registration rights, preemptive rights, board designation right, standstill provisions (effective 2025-12-18).

Action: entry
Counterparty: ARM-D Rocky Mountain Chocolate Holdings LLC
Value: Registration rights, preemptive rights, board designation right, standstill provisions
Effective: 2025-12-18

Exact text from the filing

In connection with the Purchase Agreement, the Company entered into an investor rights agreement with the Purchaser, dated December 18, 2025 (the “Investor Rights Agreement”), pursuant to which the Purchaser is, among other things, entitled to certain resale registration rights with respect to shares of the Company’s common stock issued to the Purchaser.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Rocky Mountain Chocolate Factory, Inc. entered into Securities Purchase Agreement with ARM-D Rocky Mountain Chocolate Holdings LLC valued at 1,500,000 shares of common stock at $1.80 per share, total proceeds $2.7 million (effective 2025-12-18).

Action: entry
Agreement: equity purchase
Counterparty: ARM-D Rocky Mountain Chocolate Holdings LLC
Value: 1,500,000 shares of common stock at $1.80 per share, total proceeds $2.7 million
Effective: 2025-12-18

Exact text from the filing

On December 18, 2025, Rocky Mountain Chocolate Factory, Inc. (the “Company”) completed the private placement of an aggregate of 1,500,000 of shares of the Company’s common stock at a price per share equal to $1.80 (the “Transaction”) to ARM-D Rocky Mountain Chocolate Holdings LLC (the “Purchaser”) pursuant to a securities purchase agreement (the “Purchase Agreement”).

View on SEC.gov

25 equity issuances filed in the last 30 days. Browse all equity issuances →

Rocky Mountain Chocolate Factory, Inc. filing history →

Source: SEC EDGAR

accession 0001437749-25-038341

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