Rocky Mountain Chocolate (Nasdaq: RMCF) changes auditor amid going concern note

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Rocky Mountain Chocolate Factory, Inc. reported that its Audit Committee approved a change in independent auditor. Effective June 8, 2026, the company dismissed CohnReznick LLP and engaged Rosenberg Rich Baker Berman, P.A. (RRBB) as its independent registered public accounting firm for the fiscal year ending February 28, 2027.

CohnReznick’s audit reports on the company’s financial statements for the years ended February 28, 2026 and 2025 contained no adverse or disclaimed opinions and were not qualified as to scope or principles, but did include an explanatory paragraph about substantial doubt regarding the company’s ability to continue as a going concern. The company states there were no disagreements or reportable events with CohnReznick and that it did not consult RRBB on accounting or auditing matters before the appointment.

Positive

None.

Negative

Ongoing going concern uncertainty: Prior audit reports for fiscal years ended February 28, 2026 and 2025 included an explanatory paragraph about substantial doubt regarding the company’s ability to continue as a going concern, highlighting significant financial risk.

Insights

Auditor change occurs against a backdrop of ongoing going concern risk.

Rocky Mountain Chocolate Factory has replaced CohnReznick LLP with Rosenberg Rich Baker Berman, P.A. as its independent auditor for the year ending February 28, 2027. The company characterizes the transition as free of disagreements or reportable events under SEC rules, suggesting no disclosed dispute over past accounting treatments.

A key point is that CohnReznick’s reports for the years ended February 28, 2026 and 2025 included an explanatory paragraph about “substantial doubt” regarding the company’s ability to continue as a going concern. That language reflects significant financial uncertainty and remains an important risk signal, regardless of the new auditor appointment.

The company also states it did not consult RRBB in advance on specific accounting questions or likely audit opinions. Future annual reports for the year ending February 28, 2027 will be important to see whether going concern language persists and how the new auditor assesses the company’s financial condition.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Auditor change effective date: June 8, 2026 New audit period: Fiscal year ending February 28, 2027 Prior audited years with going concern paragraph: Years ended February 28, 2026 and 2025

3 metrics

Auditor change effective date June 8, 2026 Date Audit Committee dismissed CohnReznick and engaged RRBB

New audit period Fiscal year ending February 28, 2027 RRBB appointed as independent auditor for this fiscal year

Prior audited years with going concern paragraph Years ended February 28, 2026 and 2025 CohnReznick reports included going concern explanatory paragraph

Key Terms

independent registered public accounting firm, going concern, Audit Committee, disagreements, +1 more

5 terms

independent registered public accounting firm financial

"approved the engagement of Rosenberg Rich Baker Berman, P.A. ("RRBB") as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

going concern financial

"reports included an explanatory paragraph relating to substantial doubt about the Company’s ability to continue as a going concern"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

Audit Committee financial

"the Audit Committee (the "Committee") of the Board of Directors of Rocky Mountain Chocolate Factory, Inc."

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

disagreements regulatory

"there were (i) no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K"

reportable events regulatory

"and (ii) no “reportable events" (as that term is defined in Item 304(a)(1)(v) of Regulation S-K"

Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 06/12/2026 - 04:01 PM Accepted by SEC EDGAR 06/12/2026 - 04:01 PM

FAQ

What auditor change did Rocky Mountain Chocolate Factory (RMCF) announce?

Rocky Mountain Chocolate Factory’s Audit Committee dismissed CohnReznick LLP and engaged Rosenberg Rich Baker Berman, P.A. as its independent registered public accounting firm. RRBB will audit the company’s financial statements for the fiscal year ending February 28, 2027, replacing CohnReznick effective June 8, 2026.

Did CohnReznick issue adverse opinions on Rocky Mountain Chocolate Factory (RMCF)?

CohnReznick’s reports for the years ended February 28, 2026 and 2025 did not contain adverse or disclaimed opinions and were not qualified as to audit scope or accounting principles. However, they included an explanatory paragraph highlighting substantial doubt about the company’s ability to continue as a going concern.

Were there any reported disagreements between Rocky Mountain Chocolate Factory (RMCF) and CohnReznick?

The company states there were no disagreements with CohnReznick, as defined by SEC Regulation S-K, on accounting principles, financial statement disclosure, or auditing scope or procedures. It also reports no reportable events occurred during the covered fiscal years and the interim period through June 8, 2026.

Why is the going concern language important for Rocky Mountain Chocolate Factory (RMCF)?

The going concern paragraph in CohnReznick’s reports indicates substantial doubt about the company’s ability to continue operating. This signals significant financial uncertainty and potential liquidity or viability challenges, making it a critical risk factor for stakeholders reviewing RMCF’s recent financial history and future outlook.

Did Rocky Mountain Chocolate Factory (RMCF) consult RRBB before appointing it auditor?

The company states that neither it nor anyone acting on its behalf consulted Rosenberg Rich Baker Berman, P.A. on applying accounting principles or on potential audit opinions before the engagement. It also reports no consultations on matters that would have been disagreements or reportable events under SEC definitions.

What document from CohnReznick is included with Rocky Mountain Chocolate Factory’s 8-K?

Rocky Mountain Chocolate Factory includes as Exhibit 16.1 a letter from CohnReznick LLP addressed to the Securities and Exchange Commission. The company requested this letter so CohnReznick could state whether it agrees with the disclosures about its dismissal and relationship with the company.

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): June 8, 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 4.01. Changes in Registrant’s Certifying Accountant.

On June 8, 2026, the Audit Committee (the "Committee") of the Board of Directors of Rocky Mountain Chocolate Factory, Inc. (the “Company”) approved the engagement of Rosenberg Rich Baker Berman, P.A. ("RRBB") as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2027.

Also, effective June 8, 2026, the Committee approved the dismissal of CohnReznick LLP (“CohnReznick”) as the Company’s independent registered public accounting firm.

CohnReznick's report on the Company’s financial statements as of and for the years ended February 28, 2026 and February 28, 2025 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except that the reports included an explanatory paragraph relating to substantial doubt about the Company’s ability to continue as a going concern.

During the Company’s fiscal years ended February 28, 2026 and 2025, and the subsequent interim period through June 8, 2026, there were (i) no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) between the Company and CohnReznick on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of CohnReznick, would have caused CohnReznick to make a reference to the subject matter thereof in connection with its reports on the Company’s financial statements for the years ended February 28, 2026 and February 28, 2025 and (ii) no “reportable events" (as that term is defined in Item 304(a)(1)(v) of Regulation S-K and related instructions).

The Company provided CohnReznick a copy of this Current Report on Form 8-K (the "Form 8-K") and requested that CohnReznick provide the Company a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above disclosures. A copy of such letter is attached as Exhibit 16.1 to this Form 8-K and is incorporated herein by reference.

During the years ended February 28, 2026 and 2025, and through the subsequent interim period from March 1, 2026 through June 8, 2026, neither the Company nor any party acting on its behalf, consulted with RRBB regarding either (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the Company's consolidated financial statements, and no written reports or oral advice was provided to the Company that RRBB concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue or (ii) any matter that was either the subject of a “disagreement” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K and related instructions).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
16.1		Letter from CohnReznick LLP
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: June 12, 2026	ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.

	By:	/s/ Jeffrey R. Geygan
		Jeffrey R. Geygan
		Interim Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents