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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): August 18, 2026

Rocky Mountain Chocolate Factory, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-36865 |
|
47-1535633 |
(State or other jurisdiction
of incorporation |
|
(Commission File Number |
|
(IRS Employer
Identification No.) |
265 Turner Drive
Durango, Colorado 81303
(Address of principal executive offices) (Zip Code)
(970) 259-0554
Registrant’s telephone number, including
area code:
N/A
(Former name or former address, if changed since
last report.)
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:
| ☐ |
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:
| Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
| Common Stock, $0.001 par value per share |
|
RMCF |
|
Nasdaq Capital Market |
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 checkmark
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.
Appointment of Chief Operating Officer
On
August 18, 2026, the Board of Directors (the “Board”) of Rocky Mountain Chocolate Factory, Inc. (the “Company”)
approved the appointment of David Denker as Chief Operating Officer (principal operating officer) of the Company, effective
August 14, 2026.
Mr.
Denker, age 39, has served as the Company’s Vice President of Franchise Development since September 2025 and subsequently assumed broader
leadership responsibilities across the Company. Prior to joining the Company, from July 2024 through August 2025, Mr. Denker served as
President and Chief Growth Officer of Cookie Plug, where his responsibilities included franchise
operations and development, merchandising, marketing and product innovation. From January 2024 through July 2024, Mr. Denker served as
Fractional Senior Vice President of Operations for Salty Dawg, and prior to that, he spent more than a decade with The Vitamin Shoppe
and related entities, including serving as Senior Director of Franchise and International Development from November 2021 through December
2023 and as Senior Director of New Business Development and International from December 2019 through November 2021, where he was responsible
for franchise strategy and development, international expansion, new business development and the growth of alternative channels. Mr.
Denker holds a Bachelor of Science in Business Administration from the University of Vermont and is a Certified Franchise Executive.
There
are no arrangements or understandings between Mr. Denker and any other person pursuant to which he was appointed as Chief Operating Officer
of the Company. There are no family relationships between Mr. Denker and any director or executive officer of the Company and there are
no related party transactions between the Company and Mr. Denker which would require disclosure under Item 404 of Regulation S-K.
Chief Operating Officer Employment
Agreement
On
August 18, 2026, the Company entered into an amendment to Mr. Denker’s offer of employment (the “Amendment”) in connection
with his appointment as Chief Operating Officer, effective August 16, 2026,
amending Mr. Denker’s original offer of employment, dated August 17, 2025 (the “Employment Agreement”). Pursuant to
the Amendment, Mr. Denker was appointed Chief Operating Officer and his annual base salary will be $185,000, payable in accordance with
the Company’s normal payroll practices and procedures.
Pursuant
to the terms of the Employment Agreement, Mr. Denker is eligible for an annual cash incentive bonus with an initial target of 50% of his
annual base salary, based on the achievement of Company performance goals as established by the Compensation Committee of the Board of
Directors. Mr. Denker is also eligible for an equity incentive grant in the form of restricted stock units, with a value of $82,500 at
target performance, vesting based on the achievement of specified performance goals set annually and ongoing service with the Company.
Mr.
Denker is an at-will employee. If the Company terminates Mr. Denker’s employment without Cause or Mr. Denker terminates his employment
for Good Reason (as defined in the Employment Agreement), Mr. Denker will receive: (a) a cash amount equal to three (3) months of his
base salary, and (b) reimbursement for COBRA premium continuation payments for a period of three (3) months following the date of termination,
subject to compliance with the terms of the Employment Agreement.
The
foregoing summary of the terms of the Employment Agreement and the Amendment and does not purport to be complete and is subject to, and
qualified in its entirety by, the full text of the Employment Agreement and the Amendment, copies of which are included as Exhibits 10.1
and 10.2, respectively, to this Current Report on Form 8-K, and incorporated herein by reference.
Item 8.01. Other Events
On August 24, 2026, the Company issued a press
release announcing Mr. Denker’s appointment as Chief Operating Officer. A copy of the press release is attached as Exhibit 99.1
and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1* |
|
Offer of Employment, dated August 17, 2025, by and between Rocky Mountain Chocolate Factory, Inc. and David Denker. |
| 10.2* |
|
Amendment to Offer of Employment, dated August 18, 2026, by and between Rocky Mountain Chocolate Factory, Inc. and David Denker. |
| 99.1 |
|
Press Release, dated August 24, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Management contract or compensatory plan. |
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: August 24, 2026 |
ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. |
| |
|
| |
By: |
/s/ Carrie Cass |
| |
|
Carrie Cass |
| |
|
Chief Financial Officer |
Exhibit 99.1

Rocky
Mountain Chocolate Factory Appoints David Denker as Chief Operating Officer
Expanded
leadership role strengthens focus on production, merchandising, operational excellence, franchise support and sustainable growth
DURANGO,
Colo., August 24, 2026 (GLOBE NEWSWIRE) -- Rocky
Mountain Chocolate Factory, Inc. (Nasdaq: RMCF) (the “Company” or “RMCF”), America’s Chocolatier® since
1981, today announced the appointment of David Denker, CFE, as Chief Operating Officer.
Mr. Denker, who has served as Vice President of
Franchise Development since joining RMCF in 2025, will assume broader responsibility for the Company’s operations, including its
Durango manufacturing and production operations, franchise operations and franchise development.
While leading franchise development, Mr. Denker
has contributed to the Company’s new store openings, remodels and omnichannel strategies. In his expanded role, he will focus on
driving continuous improvement across the organization and building the operating infrastructure necessary to support RMCF’s long-term
growth strategy.
Mr. Denker’s key priorities will include:
| ● | Improving production consistency, capacity, efficiency
and product availability while maintaining the quality and craftsmanship that have defined RMCF; |
| ● | Creating greater alignment across product development,
vendor strategy and sourcing, merchandising, marketing and the experience delivered to guests across the brand; and |
| ● | Advancing the Company’s experiential retail,
new store, remodel and omnichannel strategies, including in-store, digital ordering, delivery, catering and other channels. |
“David’s impact at Rocky Mountain
Chocolate Factory has extended well beyond franchise development,” said Al Harper, Interim Chief Executive Officer of Rocky Mountain
Chocolate Factory. “He has played an important role in shaping our strategic plan and has a strong understanding of what our franchise
partners need to be successful. David brings an operator’s mindset, extensive franchise experience and a strong focus on turning
strategy into action. As we move into our next phase, execution is critical, and expanding David’s leadership creates greater alignment
between our factory in Durango, our franchise system, our stores and ultimately the experience we deliver to our guests.”
“Our opportunity is to connect all parts
of the business around a common operating rhythm and a culture of continuous improvement,” said Mr. Denker. “That means asking
every day how we can operate more efficiently and better support our franchise partners. Rocky Mountain Chocolate Factory is an iconic
brand with a passionate franchise community and a team in Durango that takes tremendous pride in the products we make. Our responsibility
is to build on those strengths while preserving the craftsmanship, experiential retail and innovation that make Rocky Mountain Chocolate
Factory special.”
About David Denker
Prior to joining RMCF, Mr. Denker served as
President and Chief Growth Officer of Cookie Plug, where his responsibilities included franchise growth and initiatives across
operations, training, marketing and loyalty. Previously, Mr. Denker spent approximately a decade with The Vitamin Shoppe, where he
designed and launched the company’s omnichannel franchise program and negotiated international licensing agreements that
supported the opening of more than 30 locations across international markets. Mr. Denker holds a Bachelor of Science in Business
Administration from the University of Vermont and is a Certified Franchise Executive.
About Rocky Mountain Chocolate Factory, Inc.
Rocky Mountain Chocolate Factory, Inc. is a leading
franchisor, manufacturer and retailer of premium chocolates and other confectionery products. As America’s Chocolatier® since
1981, the Company produces an extensive assortment of premium chocolates, gourmet caramel apples and other handcrafted confections. Headquartered
in Durango, Colorado, Rocky Mountain Chocolate Factory is ranked among Entrepreneur’s Franchise 500® for 2026. Together with
its franchisees and licensees, the Company operates approximately 250 Rocky Mountain Chocolate Factory locations across the United States
and internationally. The Company’s common stock is listed on the Nasdaq Global Market under the symbol “RMCF.”
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding future operational
initiatives, strategic priorities, product innovation, franchise growth, and shareholder value creation. These forward-looking statements
are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ
materially from those expressed or implied. These risks and uncertainties are described in the Company’s filings with the Securities
and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company
undertakes no obligation to update any forward-looking statements except as required by applicable law.
Investor Contact
Sean Mansouri, CFA
Elevate IR
(720) 330-2829
RMCF@elevate-ir.com
Media Contact
Raymond Barrett
Director of Marketing
(305) 801-5641
rbarrett@rmcf.net