Rocky Mountain Chocolate Factory, Inc. 8-K

What Happened
Rocky Mountain Chocolate Factory, Inc. announced on December 18, 2025 that it completed a private placement of 1,500,000 shares of common stock at $1.80 per share to ARM-D Rocky Mountain Chocolate Holdings LLC, raising $2.7 million for general working capital. The company also entered into an Investor Rights Agreement granting the purchaser resale registration rights (the company must file a resale registration statement within 30 days and use commercially reasonable efforts to get it declared effective within 90 days, or 120 days if reviewed), customary preemptive rights while a minimum ownership threshold is met, and the right to designate a director — Alberto Pérez-Jácome — to the board. In connection with the transaction the company amended a prior letter agreement to limit Global Value Investment Corporation’s (GVIC) ownership to no more than 25% of voting securities.

Key Details

• Private placement: 1,500,000 shares at $1.80/share; total proceeds $2,700,000 (closed Dec 18, 2025).
• Registration and resale: Company must file resale registration within 30 days; target effectiveness within 90 days (or 120 days if SEC review).
• Board change: Alberto Pérez-Jácome appointed to the Board and to the Nominating & Corporate Governance, Audit, and Compensation Committees (expected to chair Nominating & Corporate Governance). Board found him independent.
• Director compensation: Pro‑rated annual cash retainer $32,000 and $40,000 annual RSU award (25% vested at grant on Dec 18, 2025; remainder vests with continued service; fully vested at next annual meeting).
• Regulatory and ownership limits: Securities issued in reliance on Section 4(a)(2) and Rule 506 (Reg D). Standstill and ownership caps prevent purchaser (and GVIC per amendment) from acquiring >25% of voting securities and restrict certain solicitation/ takeover activities.

Why It Matters
This filing shows Rocky Mountain Chocolate Factory raised immediate liquidity ($2.7M) through a private placement, which strengthens working capital but increases outstanding shares. The Investor Rights Agreement gives the purchaser resale registration rights (which may enable future public sales of these shares) and a board seat, introducing a new board member with governance influence and committee roles. The standstill and 25% ownership caps limit activist or control actions by the purchaser and GVIC, which reduces the risk of an immediate proxy contest or takeover attempt. Investors should note the dilution from the new shares, the potential for future share availability if the registration statement is declared effective, and the corporate governance changes tied to the purchaser’s rights.