Rocky Mountain Chocolate Factory, Inc. dismissed CohnReznick LLP as its auditor.
“Also, effective June 8, 2026, the Committee approved the dismissal of CohnReznick LLP (“CohnReznick”) as the Company’s independent registered public accounting firm.”
Rocky Mountain Chocolate Factory, Inc. — fact timeline
Source-grounded facts extracted from Rocky Mountain Chocolate Factory, Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.
Rocky Mountain Chocolate Factory, Inc. engaged Rosenberg Rich Baker Berman, P.A. as its auditor.
“On June 8, 2026, the Audit Committee (the "Committee") of the Board of Directors of Rocky Mountain Chocolate Factory, Inc. (the “Company”) approved the engagement of Rosenberg Rich Baker Berman, P.A. ("RRBB") as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2027.”
Rocky Mountain Chocolate Factory, Inc. reported fiscal fourth quarter and full year ended February 28, 2026 results: revenue $6.8 million in the fourth quarter of fiscal 2026.
“Rocky Mountain Chocolate Factory Reports Fiscal Fourth Quarter and Full Year 2026 Financial Results”
Rocky Mountain Chocolate Factory, Inc. reported fourth quarter and fiscal year ended February 28, 2026 results: revenue $6.4 – $7.4 (4Q preliminary); $27.1 – $28.1 (FY preliminary).
“Rocky Mountain Chocolate Factory, Inc. (the "Company") issued preliminary financial results (the "Preliminary Results") for the three and twelve months ended February 28, 2026.”
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).
“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.”
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).
“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.”
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).
“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”).”
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.
“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”
Rocky Mountain Chocolate Factory, Inc. received a nasdaq deficiency notice notice regarding other (rules 5605(b), 5605(c)).
“September 17, 2025, the Company received a notice from The Nasdaq Stock Market LLC (the “Notice”), notifying the Company that, as a result of the Resignation, the Company is not in compliance with the requirements under Nasdaq Listing Rule 5605 (the “Corporate Governance Requirements”), specifically: ● Nasdaq Listing Rule 5605(b), which requires, among other things, that a majority of the Company’s board of directors (the “Board”) be comprised of Independent Directors (as defined in Nasdaq Listing Rule 5605(a)(2)); and ● Nasdaq Listing Rule 5605(c), which requires, among other things, that the”
Rocky Mountain Chocolate Factory, Inc. amended credit facility of $600,000 with RMC Credit Facility, LLC at 12% per annum maturing September 30, 2027.
“RMC agreed to make an additional advance to the Company in the principal amount of $600,000”
Rocky Mountain Chocolate Factory, Inc. incurred loan of $1,200,000 with RMCF2 Credit, LLC at 12% per annum maturing September 30, 2027.
“RMCF2 agreed to make an advance to the Company in the principal amount of $1,200,000”
Rocky Mountain Chocolate Factory, Inc. received a nasdaq noncompliance notice notice regarding stockholders equity (rules 5450(b)(1)(A)).
“January 21, 2025, Rocky Mountain Chocolate Factory, Inc. (the “Company”) was notified by the Nasdaq Stock Market LLC (“Nasdaq”) that the Company was not in compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(1)(A) (the “Rule”). The Rule requires companies listed on The Nasdaq Global Market to maintain stockholders’ equity of at least $10,000,000. On July 22, 2025, Nasdaq notified the Company that it had approved the Company’s voluntary application to transfer its listing from The Nasdaq Global Market t”
Rocky Mountain Chocolate Factory, Inc. received a nasdaq compliance regained notice regarding late filing (rules 5250(c)(1)).
“June 23, 2025, the Company received a notice from Nasdaq indicating that it had regained compliance with the Rule. 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. Geygan Title: Interim Chief Executive Officer”
Ryan McGrath resigned as SVP of Operations at Rocky Mountain Chocolate Factory, Inc..
“On May 27, 2025, Ryan McGrath, SVP of Operations of Rocky Mountain Chocolate Factory, Inc. (the “Company”), notified the Company of his intention to resign effective July 3, 2025.”
Brian Quinn was appointed as Director at Rocky Mountain Chocolate Factory, Inc..
“On March 12, 2025, the board of directors (the “ Board ”) of Rocky Mountain Chocolate Factory, Inc. (the “ Company ”) appointed Brian Quinn to the Board to serve until the Company’s next annual meeting of stockholders or until his earlier death, resignation or removal.”
Rocky Mountain Chocolate Factory, Inc. received a nasdaq deficiency notice notice regarding stockholders equity (rules 5450(b)(1)(A)).
“to maintain stockholders’ equity of at least $10,000,000. The Company’s Quarterly Report on Form 10-Q for the period ended November 30, 2024 reported stockholders’ equity of $9,834,000. The Letter further noted that as of its date, the Company did not have a market value of listed securities of $50 million, a market value of publicly held shares of $15 million”
Rocky Mountain Chocolate Factory, Inc. received a nasdaq deficiency notice notice regarding stockholders equity (rules 5450(b)(1)(A)).
“January 21, 2025, Rocky Mountain Chocolate Factory, Inc. (the “Company”) received a deficiency letter (the “Letter”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) noti”
Al Harper was appointed as Director at Rocky Mountain Chocolate Factory, Inc..
“Messrs. Keating and Harper were appointed as members of the Board”
Melvin Keating was appointed as Director at Rocky Mountain Chocolate Factory, Inc..
“Messrs. Keating and Harper were appointed as members of the Board”
Charles Arnold resigned as Director at Rocky Mountain Chocolate Factory, Inc..
“each of Starlette B. Johnson and Charles Arnold resigned as members of the Board.”
Starlette B. Johnson resigned as Director at Rocky Mountain Chocolate Factory, Inc..
“each of Starlette B. Johnson and Charles Arnold resigned as members of the Board.”
Mark Riegel resigned as Director at Rocky Mountain Chocolate Factory, Inc..
“On November 6, 2024, Mark Riegel, serving as a Director of the Board of Directors (the “Board”) of Rocky Mountain Chocolate Factory, Inc. (the “Company”), notified the Board of his intention to resign effective November 6, 2024.”
Carrie E. Cass was appointed as Chief Financial Officer at Rocky Mountain Chocolate Factory, Inc..
“appointed Carrie E. Cass as Chief Financial Officer of the Company, to be effective on August 5, 2024.”
Brett P. Seabert resigned as Director and Audit Committee Chair at Rocky Mountain Chocolate Factory, Inc..
“On June 6, 2024, Brett P. Seabert, serving as a Director and Audit Committee Chair on the Board of Directors (the “Board”) of Rocky Mountain Chocolate Factory, Inc. (the “Company”), notified the Board of his intention to resign effective June 6, 2024.”
Jeffrey R. Geygan was appointed as principal financial officer and principal accounting officer at Rocky Mountain Chocolate Factory, Inc..
“On June 3, 2024, the Board of Directors (the “Board”) of Rocky Mountain Chocolate Factory, Inc. (the “Company”) appointed Jeffrey R. Geygan, the Company’s Interim Chief Executive Officer and a director to serve as the Company’s “principal financial officer” and “principal accounting officer” for purposes of the rules and regulations of the Securities and Exchange Commission (the “SEC”), effective immediately.”
Jeffrey R. Geygan was appointed as Interim Chief Executive Officer at Rocky Mountain Chocolate Factory, Inc..
“appointed Jeffrey R. Geygan to the position of Interim Chief Executive Officer, effective May 16, 2024”
Jeffrey R. Geygan was appointed as Interim Chief Executive Officer at Rocky Mountain Chocolate Factory, Inc..
“On May 16, 2024, the Board appointed Jeffrey R. Geygan, Chairman of the Board, as Interim Chief Executive Officer, effective immediately.”
Starlette B. Johnson resigned as Interim Chief Executive Officer at Rocky Mountain Chocolate Factory, Inc..
“On May 13, 2024, Starlette B. Johnson, Interim Chief Executive Officer of Rocky Mountain Chocolate Factory, Inc. (the “Company”) and member of the Company’s Board of Directors (the “Board”), resigned from her position as Interim Chief Executive Officer effective immediately.”
Jeffrey R. Geygan was appointed as Interim Chief Executive Officer at Rocky Mountain Chocolate Factory, Inc..
“On May 14, 2024, the Board appointed Jeffrey R. Geygan, Chairman of the Board, as Interim Chief Executive Officer, effective immediately.”
Starlette B. Johnson resigned as Interim Chief Executive Officer at Rocky Mountain Chocolate Factory, Inc..
“On May 13, 2024, Starlette B. Johnson, Interim Chief Executive Officer of Rocky Mountain Chocolate Factory, Inc. (the “Company”) and member of the Company’s Board of Directors (the “Board”), resigned from her position as Interim Chief Executive Officer effective immediately.”
A. Allen Arroyo resigned as Chief Financial Officer at Rocky Mountain Chocolate Factory, Inc..
“On May 6, 2024, A. Allen Arroyo, Chief Financial Officer, principal financial officer and principal accounting officer of Rocky Mountain Chocolate Factory, Inc. (the “Company”), notified the Company of his intention to resign effective May 17, 2024.”
Starlette B. Johnson was appointed as Interim Chief Executive Officer at Rocky Mountain Chocolate Factory, Inc..
“the board of directors (the “Board”) of Rocky Mountain Chocolate Factory (the “Company”) appointed Starlette B. Johnson to the position of Interim Chief Executive Officer, effective as of January 29, 2024”
Starlette B. Johnson was appointed as Interim Chief Executive Officer at Rocky Mountain Chocolate Factory, Inc..
“On January 28, 2024, the board of directors (the “Board”) of Rocky Mountain Chocolate Factory (the “Company”) appointed Starlette B. Johnson to the position of Interim Chief Executive Officer, effective immediately.”
Robert Sarlls was terminated as Chief Executive Officer at Rocky Mountain Chocolate Factory, Inc..
“On January 27, 2024, Robert Sarlls’ employment as Chief Executive Officer of the Company was terminated without Cause (as such term is defined in Mr. Sarlls’ offer letter with the Company, dated May 3, 2022, the “Sarlls Offer Letter”), effective immediately.”
Rocky Mountain Chocolate Factory, Inc. entered into Credit Agreement with Wells Fargo Bank N.A. valued at $4.0 million (effective 2021-10-13).
“on October 13, 2021, Rocky Mountain Chocolate Factory, Inc. (the “Company”) entered into a credit agreement (as amended, the “Credit Agreement”) with Wells Fargo Bank N.A. (the “Lender”), pursuant to which the Company has a $4.0 million credit line for general corporate and working capital purposes (the “Credit Line”).”
Rocky Mountain Chocolate Factory, Inc. reported the fiscal third quarter ended November 30, 2023 results: revenue $7.7 million, net income $(0.12) per share, EPS $(0.12) per share.
“Total revenue was $7.7 million in the third quarter of 2024 compared to $8.8 million in the third quarter of 2023.”
Steven L. Craig was appointed as Director at Rocky Mountain Chocolate Factory, Inc..
“the Board appointed Steven L. Craig to serve as a director of the Company effective as of December 4, 2023”
Rocky Mountain Chocolate Factory, Inc. engaged CohnReznick LLP as its auditor.
“On October 18, 2023, following the completion of such process, the Audit Committee appointed CohnReznick LLP (“CohnReznick”) as the Company’s independent registered public accounting firm for the year ending February 29, 2024, effective immediately.”
Plante & Moran, PLLC resigned as auditor of Rocky Mountain Chocolate Factory, Inc..
“Effective with the filing of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2023 with the Securities and Exchange Commission (the “Commission”) on October 16, 2023, Plante Moran resigned as the Company’s independent registered public accounting firm.”
Rocky Mountain Chocolate Factory, Inc. reported the three and six months ended August 31, 2023 results: revenue $6.6 million, net income net loss from continuing operations of $1.0 million, EPS $(0.16) per share.
“Total revenue of $6.6 million in the second quarter of 2024 was approximately unchanged compared to $6.6 million in the second quarter of 2023.”
Rocky Mountain Chocolate Factory, Inc. amended revolving credit of Maximum principal amount lowered from $5 million to $4 million with Wells Fargo Bank, National Association at Daily Simple SOFR plus 2.37%, initially set at 7.69% maturing Extended from September 30, 2023 to September 30, 2024.
““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 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”
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).
“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”
Rocky Mountain Chocolate Factory, Inc. amended Second Amendment with Wells Fargo Bank, National Association valued at $4 million (effective 2023-09-28).
“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”
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).
“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.”
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.
“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”
Rocky Mountain Chocolate Factory, Inc. shareholders approved Ratification of Independent Registered Public Accountants at the 2023-08-18 meeting.
“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”
Rocky Mountain Chocolate Factory, Inc. shareholders approved Election of Directors at the 2023-08-18 meeting.
“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”
Plante & Moran, PLLC resigned as auditor of Rocky Mountain Chocolate Factory, Inc..
“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.”
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.
“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”
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.
“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”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.