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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): September 28, 2022
 

 
rmcfd20220928_8kimg001.jpg
 
Rocky Mountain Chocolate Factory, Inc.
(Exact name of registrant as specified in its charter)
 

 
Delaware
 
001-36865
 
47-1535633
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
265 Turner Drive
Durango, Colorado 81303
(Address, including zip code, of principal executive offices)
 
Registrant’s telephone number, including area code: (970) 259-0554
 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class registered
 
Trading symbol(s)
 
Name of each exchange on which registered
Common Stock, $0.001 par value per share
 
RMCF
 
Nasdaq Global Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company   
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐ 
 
 

 
Item 7.01.         Regulation FD Disclosure
 
Rocky Mountain Chocolate Factory, Inc. (the “Company”) issued a press release today announcing that it has commenced litigation against Bradley L. Radoff, Andrew T. Berger, AB Value Partners LP, AB Value Management LLC and Mary Bradley in the Delaware Court of Chancery for fraudulent inducement and repeated misrepresentations in connection with 2022 Annual Meeting of Stockholders of the Company. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
 
The information furnished in this Item 7.01, including Exhibit 99.1, is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. This information will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.
 
Item 9.01.       Financial Statements and Exhibits
 
(d) Exhibits.
 
Exhibit No.
Description
99.1
104
Rocky Mountain Chocolate Factory, Inc., Press Release dated September 28, 2022. (furnished)
Cover Page Interactive Data File (embedded within the Inline XBRL document).
   
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: September 28, 2022
By:
 /s/ Robert J. Sarlls
 
Name:
Robert J. Sarlls
 
Title:
Chief Executive Officer