Rocky Mountain Chocolate switches independent auditor
Rocky Mountain Chocolate Factory, Inc. reported that its Audit Committee approved a change in independent auditor.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
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
Key Figures
Key Terms
independent registered public accounting firm financial
going concern financial
Audit Committee financial
disagreements regulatory
reportable events regulatory
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What auditor change did Rocky Mountain Chocolate Factory (RMCF) announce?
Did CohnReznick issue adverse opinions on Rocky Mountain Chocolate Factory (RMCF)?
Were there any reported disagreements between Rocky Mountain Chocolate Factory (RMCF) and CohnReznick?
Why is the going concern language important for Rocky Mountain Chocolate Factory (RMCF)?
Did Rocky Mountain Chocolate Factory (RMCF) consult RRBB before appointing it auditor?
What document from CohnReznick is included with Rocky Mountain Chocolate Factory’s 8-K?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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) |
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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 | ||
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