---
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"
generated_at: "2026-05-16T12:34:44.181916+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 3.02, 5.02, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-25-038341
- JSON: https://secwatch.observer/filing/0001437749-25-038341.json
- Plain text: https://secwatch.observer/filing/0001437749-25-038341.txt

## Key facts
- Equity Issuances
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1616262/000143774925038341/0001437749-25-038341-index.htm
- Material Agreements
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1616262/000143774925038341/0001437749-25-038341-index.htm
- Material Agreements
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1616262/000143774925038341/0001437749-25-038341-index.htm
- Material Agreements
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1616262/000143774925038341/0001437749-25-038341-index.htm

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