Rocky Mountain Chocolate Factory, Inc 8-K, filed Oct 7, 2021
Rocky Mountain Chocolate Factory, Inc. (RMCF)
8-K
2021-10-07
For: 2021-10-02
View Original
Added on
April 06, 2026
About this 8-K
Rocky Mountain Chocolate Factory, Inc filed this 8-K on October 7, 2021, reporting on events of October 2, 2021.
Items reported
- Item 1.02: Ended a material agreement
- Item 3.03: Change to shareholders' rights
- Item 8.01: Other events
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 2, 2021
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(Exact name of registrant as specified in its charter)
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(Address, including zip code, of principal executive offices)
Registrant’s telephone number, including area code: (970 ) 259-0554
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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):
Securities registered pursuant to Section 12(b) of the Act:
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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 1.02. Termination of a Material Definitive Agreement.
The information set forth under Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01. Other Events.
On October 2, 2021, the Board of Directors of the Rocky Mountain Chocolate Factory, Inc. (the “Company”) approved the redemption of all the outstanding preferred stock purchase rights (the “Rights”) granted pursuant to the Rights Agreement, dated March 1, 2015, between the Company and Computershare Trust Company, N.A., as Rights Agent (as amended, the “Rights Agreement”), commonly referred to as a “poison pill.” Immediately upon the action of the Board of Directors to approve the redemption of the Rights, the right to exercise the Rights terminated, which effectively terminated the Rights Agreement. Pursuant to the Rights Agreement, the Rights will be redeemed at a redemption price of $0.01 per Right (the “Redemption Price”). The Company will mail a notice of redemption to registered holders of the Rights providing for payment of the Redemption Price.
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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ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
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Date: October 7, 2021
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By:
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/s/ Bryan J. Merryman
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Name:
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Bryan J. Merryman
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Title:
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Chief Executive Officer and Chief Financial Officer
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