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8-KAccepted Oct 19, 5:10 PM ET

Rocky Mountain Chocolate Factory: $2,000,000 loan and $6,600,000 sale-leaseback

RMCFRocky Mountain Chocolate Factory, Inc.

Accepted (ET)

5:10 PM

Oct 19, 2026

Filed

Oct 19, 2026

Documents

33

Size

18.6 MB

Summary

Rocky Mountain Chocolate Factory: $2,000,000 loan and $6,600,000 sale-leaseback

Updated

What happened

  • On Oct 16, 2026, Rocky Mountain Chocolate Factory, Inc. entered into a Business Loan Agreement, a Promissory Note (the Alpine Note) and a Commercial Security Agreement with Alpine Bank for a $2,000,000 term loan; the full amount was funded on Oct 16, 2026 and the company intends to use the proceeds for working capital. The Alpine Loan matures on Oct 16, 2028, requires monthly payments of accrued interest beginning Nov 16, 2026, and the principal and accrued interest are due at maturity.
  • Also on Oct 16, 2026, the company completed the sale of its property at 265 Turner Drive, Durango, Colorado to American Heritage Legacies, LLC for $6,600,000 and the related lease commenced; the net proceeds were used to repay approximately $6,600,000 of principal and accrued interest under previously disclosed notes.

Key details

  • Alpine Loan interest: variable rate equal to JP Morgan Chase Bank prime rate plus 1.00%, subject to a floor of 6.00% per annum and a ceiling equal to the lesser of 24.00% per annum or the maximum rate permitted by law; interest rate increases to 24.00% upon an event of default.
  • Fees and collateral: the company paid a $20,000 loan origination fee and a $30,000 cash collateral fee to the Colorado Housing and Finance Authority; obligations are secured by a security interest in substantially all of the company’s assets and an assignment of a deposit account of approximately $1,000,000 held by CHFA at Alpine Bank.
  • Covenants and defaults: the Loan Agreement includes customary representations, warranties, affirmative and negative covenants (including restrictions on additional indebtedness, liens, mergers, asset sales outside the ordinary course, dividends and share repurchases) and customary events of default, including a change in ownership of 25% or more of the company’s common stock.
  • Results disclosure: on Oct 19, 2026 the company issued a press release reporting its results of operations for the three months ended Aug 31, 2026 (filed as Exhibit 99.1).

Why it may matter

  • The filing reports Item 1.01 (entry into a material definitive agreement) for the Alpine Loan, Item 2.01 (completion of acquisition or disposition of assets) for the Durango property sale-leaseback, and Item 2.02 (results of operations) for the quarter ended Aug 31, 2026. A filing does not show why the insider traded or why the company acted.

AI-written summary · check the filing