UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On October 16, 2026, Rocky Mountain Chocolate Factory, Inc. (the “Company”) entered into a Business Loan Agreement (the “Loan Agreement”), a Promissory Note (the “Alpine Note”) and a Commercial Security Agreement (the “Security Agreement” and, together with the Loan Agreement and the Alpine Note, the “Loan Documents”) with Alpine Bank, a Colorado banking corporation (“Alpine Bank”), providing for a $2.0 million term loan (the “Alpine Loan”). The full amount of the Alpine Loan was funded on October 16, 2026, and the Company intends to use the proceeds for working capital.
The Alpine Loan matures on October 16, 2028. The Company is required to make monthly payments of accrued interest beginning November 16, 2026, with all outstanding principal and accrued interest due at maturity. The Alpine Loan bears interest at a variable rate equal to the JP Morgan Chase Bank prime rate plus 1.00%, subject to a floor of 6.00% per annum and a ceiling of the lesser of 24.00% per annum or the maximum rate permitted by law, and the interest rate increases to 24.00% upon an event of default. The Company may prepay the Alpine Loan at any time without penalty. In connection with the Alpine Loan, the Company paid a $20,000 loan origination fee and a $30,000 cash collateral fee to the Colorado Housing and Finance Authority (“CHFA”).
The Company’s obligations under the Alpine Loan are secured by a security interest in substantially all of the Company’s assets and personal property pursuant to the Security Agreement, and are further secured by an assignment to Alpine Bank of a deposit account of approximately $1.0 million held by CHFA at Alpine Bank.
The Loan Agreement contains customary representations, warranties and affirmative and negative covenants, including restrictions on the Company’s ability, without Alpine Bank’s consent, to incur additional indebtedness, grant liens, merge or consolidate, sell assets outside the ordinary course of business, and pay dividends, repurchase shares or make other restricted payments, as well as a requirement that the Company maintain its deposit accounts, including its primary operating account, with Alpine Bank. The Loan Documents also contain customary events of default, including, among others, payment defaults, covenant defaults, cross-defaults, insolvency events, a material adverse change in the Company’s financial condition, and any change in ownership of 25% or more of the Company’s common stock. Upon an event of default, Alpine Bank may declare all outstanding amounts immediately due and payable and exercise its other remedies under the Loan Documents.
The foregoing description of the Loan Documents does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement, the Alpine Note and the Security Agreement, copies of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed in the Current Report on Form 8-K filed by the Company on October 6, 2026 (the “Prior 8-K”), the Company entered into a Contract to Buy and Sell Real Estate (Commercial) (the “Purchase Agreement”) and a Commercial Lease (the “Lease”) with American Heritage Legacies, LLC (“AHL”), a company controlled by the family of Allen Harper, the Company’s Interim Chief Executive Officer, providing for the sale-leaseback of the Company’s property at 265 Turner Drive, Durango, Colorado (the “Durango Property”). On October 16, 2026, the Company completed the sale of the Durango Property to AHL for $6.6 million, and the Lease commenced.
The Company used the net proceeds to repay in full approximately $6.6 million of principal and accrued interest outstanding under the Notes (as defined in the Prior 8-K), and the Company has no further obligations under the Notes.
The foregoing description of the Purchase Agreement and the Lease does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement and the Lease, which were filed as Exhibits 10.1 and 10.2, respectively, to the Prior 8-K and are incorporated herein by reference.
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Item 2.02. Results of Operations and Financial Condition.
On October 19, 2026, the Company issued a press release (the “Release”) reporting its results of operations for the three months ended August 31, 2026. A copy of the Release is attached hereto as Exhibit 99.1.
The information contained in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, 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.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosures set forth in Item 1.01 of this Current Report on Form 8-K are incorporated into this Item 2.03 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| * | Portions of this exhibit (indicated by [***]) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. |
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SIGNATURES
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 hereunto duly authorized.
| Date: October 19, 2026 | ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. | |
| By: | /s/ Carrie Cass | |
| Carrie Cass | ||
| Chief Financial Officer | ||
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