{"schema_version":"secwatch.filing_event.v1","accession":"0001437749-25-038341","form_type":"8-K","ticker":"RMCF","cik":"0001616262","company_name":"Rocky Mountain Chocolate Factory, Inc.","filed_at":"2025-12-19T23:59:59+00:00","discovered_at":"2026-05-14T18:02:39.930359+00:00","generated_at":"2026-05-16T12:34:44.181916+00:00","sec_items":["1.01","3.02","5.02","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"Rocky Mountain Chocolate Factory raises $2.7M via private placement of 1.5M shares at $1.80; appoints new board member","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001437749-25-038341","json":"https://secwatch.observer/filing/0001437749-25-038341.json","markdown":"https://secwatch.observer/filing/0001437749-25-038341.md","text":"https://secwatch.observer/filing/0001437749-25-038341.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1616262/000143774925038341/0001437749-25-038341-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1616262/000143774925038341/rmcfd20251219_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T12:34:44.181916+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"d1105a6f4563de403f3d3d2bd579580d0a184c5f","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1616262/000143774925038341/0001437749-25-038341-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"common stock"},{"label":"Shares","value":"1,500,000 of shares"},{"label":"Purchaser","value":"ARM-D Rocky Mountain Chocolate Holdings LLC"},{"label":"Consideration","value":"$1.80 per share"}],"fact_type":"equity_issuance"},{"claim_id":"78ef84700fc3ba6776cf650085db423d20049377","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1616262/000143774925038341/0001437749-25-038341-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Counterparty","value":"Global Value Investment Corporation"},{"label":"Value","value":"GVIC ownership limit set at 25.0% of Voting Securities"},{"label":"Effective","value":"2025-12-18"}],"fact_type":"material_agreement"},{"claim_id":"8830bbeaea4a354278bd0243f4582e85b47ee6bb","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1616262/000143774925038341/0001437749-25-038341-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"ARM-D Rocky Mountain Chocolate Holdings LLC"},{"label":"Value","value":"Registration rights, preemptive rights, board designation right, standstill provisions"},{"label":"Effective","value":"2025-12-18"}],"fact_type":"material_agreement"},{"claim_id":"dfec3c72244a6a627f28c07b791dc4b10ea0217b","claim":"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).","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1616262/000143774925038341/0001437749-25-038341-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"ARM-D Rocky Mountain Chocolate Holdings LLC"},{"label":"Value","value":"1,500,000 shares of common stock at $1.80 per share, total proceeds $2.7 million"},{"label":"Effective","value":"2025-12-18"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}