Rocky Mountain Chocolate Factory, Inc. Form 8-K Filing

Rocky Mountain Chocolate Factory, Inc. announced on December 18, 2025, the completion of a private placement of 1,500,000 shares of its common stock at $1.80 per share to ARM-D Rocky Mountain Chocolate Holdings LLC for a total of $2.7 million. These proceeds are intended for general working capital. The transaction includes an investor rights agreement, granting the purchaser resale registration rights and the ability to designate a board member, Alberto Pérez-Jácome Friscione. Mr. Pérez-Jácome, with extensive executive and board experience, has been appointed to the Company's board and its committees. Additionally, an amendment to a prior letter agreement with Global Value Investment Corporation limits GVIC's ownership stake to 25.0% of outstanding voting securities. The shares were issued under an exemption from registration, relying on Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.