8-K

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): December 8, 2022

Rocky Mountain Chocolate Factory, Inc.

(Exact name of registrant as specified in its charter)

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:

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 8, 2022, Gabriel Arreaga notified the Board of Directors (the “Board”) of Rocky Mountain Chocolate Factory, Inc. (the “Company”) of his decision to resign from the Board effective no later than the conclusion of the Company’s current fiscal year (February 28, 2023). Mr. Arreaga serves as the Chairperson of the Compensation Committee of the Board and as a member of the Audit Committee of the Board. A copy of the written correspondence from Mr. Arreaga concerning the circumstances surrounding his resignation is attached to this Current Report on Form 8-K as Exhibit 17.1. Mr. Arreaga’s reasons for his resignation are set forth in his correspondence.

Item 9.01 Financial Statements and Exhibits.

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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.

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ex_455691.htm

EXHIBIT 17.1

December 8, 2022

Mr. Jeff Geygan

Chairman of the Board of Directors

Rocky Mountain Chocolate Factory

Dear Jeff,

I am thankful for the opportunity to serve Rocky Mountain Chocolate Factory and its shareholders as a Board member and Chair of the Compensation committee. It is with shareholder interest in mind that I regret to inform you that I will be resigning from the Board of Directors. It has become increasingly difficult to bridge shareholder voice to Board strategy.

Given the progress that has been made within the compensation committee and with fiduciary responsibility in mind I will await the nomination of a new Compensation committee chair and/or new Board member appointment. This will guarantee continuity and a correct transition with a not to exceed date of end of this fiscal year.

Sincerely,

/s/ Gabriel Arreaga

Gabriel Arreaga

Cincinnati, Ohio

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