Item 7.01 Regulation FD Disclosure. On August 11, 2026, during a meeting with employees and franchisees of Rocky Mountain Chocolate Factory, Inc. (the “Company”), the Company’s Interim Chief Executive Officer made certain statements regarding the Company’s strategic outlook, including that the Board of Directors may be evaluating a potential sale of the Company as part of its ongoing review of str…
Filed Aug 12, 2026Accepted Aug 11, 2026, 7:36 PM EDTCIK 1616262Accession 0001213900-26-087922
We are an international franchisor, confectionery producer and retail operator. Founded in 1981, we are headquartered in Durango, Colorado and produce an extensive line of premium chocolate products and other confectionery products. Our revenues and profitability are derived principally from our franchised/licensed system of retail stores that feature chocolate and other confectionary products including gourmet caramel apples. We also sell our confectionary products in select locations outside of our system of retail stores and license the use of our brand with certain consumer products. As of November 30, 2025, there were three Company-owned, 112 licensee-owned and 139 franchised Rocky Mountain Chocolate Factory stores operating in 36 states and the Philippines.
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Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On August 11, 2026, during
a meeting with employees and franchisees of Rocky Mountain Chocolate Factory, Inc. (the “Company”), the Company’s Interim
Chief Executive Officer made certain statements regarding the Company’s strategic outlook, including that the Board of Directors may be
evaluating a potential sale of the Company as part of its ongoing review of strategic alternatives.
In connection with these
statements, the Company is disclosing the following information: The Company’s Board of Directors, with the assistance of its advisors,
is exploring strategic alternatives that may be available to the Company, which alternatives may include, among other things, a possible
sale, merger, or other business combination, or a going-private transaction. In connection with this process, the Company has received
expressions of interest from third parties. There can be no assurance that this review of strategic alternatives will result in any transaction
or other strategic change.
The Company does not
intend to disclose further developments with respect to this process unless and until the Board of Directors has approved a specific transaction
or otherwise determines that further disclosure is appropriate or required by law.
Forward-Looking Statements
This Current Report on
Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements regarding the Company’s
exploration of strategic alternatives and the potential for a sale, merger, or other business combination. These forward-looking statements
are subject to risks and uncertainties that may cause actual results to differ materially, including the ability of the Company to consummate
any transaction, the uncertainty of the strategic review process, general economic conditions, and other risks described in the Company’s
filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events, or otherwise, except as required by law.
The information contained
in this Current Report on Form 8-K, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall
not be deemed incorporated by reference into any other filing made by the Company under the Securities Act of 1933, as amended, or the
Exchange Act, regardless of any general incorporation language included in such filing, except as expressly set forth by specific reference
in such filing.