[8-K] Rocky Mountain Chocolate Factory, Inc. Reports Material Event

Rhea-AI Filing Summary

Schedule 13G Overview: Mitchell P. Kopin, Daniel B. Asher and Intracoastal Capital LLC (the “Reporting Persons”) disclosed a collective 9.99 % beneficial ownership in Processa Pharmaceuticals Inc. (PCSA) common stock as of 20 June 2025.

Current Position (3,018,238 shares):

• 2,430,000 shares held outright by Intracoastal
• 260,000 shares issuable on exercise of Intracoastal Warrant 1
• 328,238 shares issuable on exercise of Intracoastal Warrant 2

The stake is calculated against a reference total of 30,807, (11,884,356 pre-transaction shares plus shares issued/issuable in connection with the Securities Purchase Agreement (“SPA”) executed on 17 June 2025).

Warrant Structure & Blockers: Both Intracoastal warrants contain a 9.99 % ownership blocker that prevents exercises which would push the Reporting Persons’ combined holding above that threshold. Absent these blockers, the group could control up to 10,000,000 shares.

Securities Purchase Agreement Highlights: • 1,310,000 new shares issued to Intracoastal at closing • Two warrants (Warrant 1 & Warrant 2) issued concurrently. The SPA and subsequent warrant exercises are the primary drivers of the current 9.99 % position.

Regulatory Classification: Kopin and Asher are individuals (HC, IN), while Intracoastal is a Delaware LLC (OO). The filing is made under Rule 13d-1(c).

Positive

• New strategic investors (Kopin, Asher, Intracoastal) committed capital and now own 9.99 % of PCSA, signalling confidence in the company.
• Blocker provisions limit immediate dilution and prevent any single investor from surpassing 10 % control, protecting existing shareholders.

Negative

• Potential dilution: Up to 4.67 M additional shares remain issuable under Warrant 2 once the blocker allows, which could pressure future EPS.
• Increased share count: 1.31 M shares were newly issued under the SPA, immediately expanding the outstanding share base.

Insights

Financial Analyst

TL;DR – A new 9.99 % stake shows outside investor interest; dilution risk capped by blocker.

The Schedule 13G reveals that Kopin, Asher and Intracoastal Capital now hold just under 10 % of PCSA, combining common shares and warrant-backed shares. The group purposely stays below the 10 % reporting threshold via warrant blockers, signalling an intent to avoid Section 16 insider status while still maintaining meaningful influence. Roughly 2.4 M primary shares were issued at closing, increasing the public float. An additional 588 k shares could be added if the warrants shown as currently exercisable are fully converted, and as many as 4.67 M more remain restricted by the 9.99 % cap. Investors should note that—while cash from the SPA bolsters Processa’s balance sheet—full warrant exercise would be dilutive. For now, however, the blocker limits effective dilution and signals disciplined ownership management. The disclosure is neutral to mildly positive: it injects fresh capital and brings in sophisticated investors without ceding control.

Corporate Governance Specialist

TL;DR – Filing is routine; ownership blocker mitigates control concerns.

The 13G positions three related parties as a coordinated group holding exactly 9.99 %—a common tactic to sidestep insider designation while preserving upside via warrants. Because voting and dispositive power are reported as shared, the trio could influence shareholder votes but are unlikely to dominate governance. The blocker clauses also lower takeover-speculation risk. No board seat or activist intent is disclosed, so the immediate governance impact is limited. Should the issuer’s share count rise further, the blocker ceiling could permit additional warrant exercises without exceeding 9.99 %, gradually expanding ownership over time. Overall governance impact: low.

false 0001616262 0001616262 2025-06-17 2025-06-17

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 17, 2025

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, 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:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.001 par value per share	RMCF	Nasdaq Global 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 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 2.02. Results of Operations and Financial Condition.

On June 17, 2025, Rocky Mountain Chocolate Factory, Inc. (the “Company”) issued a press release (the “Release”) reporting its results of operations for the three and twelve months ended February 28, 2025 (the “Period”). A copy of the Release is attached hereto as Exhibit 99.1. In conjunction with the Release, the Company held a conference call (the “Earnings Call”) discussing the Company’s financial results for the Period. A transcript of the Earnings Call is attached hereto as Exhibit 99.2.

The information contained in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any other filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language included in such filing, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1*	Press release of Rocky Mountain Chocolate Factory, Inc., dated June 17, 2025
99.2*	Transcript of conference call of Rocky Mountain Chocolate Factory, Inc., dated June 18, 2025
104	Cover Page Interactive Data File (embedded with the Inline XBRL document)

*Furnished herewith

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.

	ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
Date: June 20, 2025	By:	/s/ Jeffrey R. Geygan
	Name:	Jeffrey R. Geygan
	Title:	Interim Chief Executive Officer

FAQ

How many PCSA shares do Kopin, Asher and Intracoastal Capital currently own?

The group reports 3,018,238 shares, representing 9.99 % of Processa’s outstanding common stock.

What percentage of Processa Pharmaceuticals (PCSA) does the reporting group control?

They control 9.99 % of the company’s common stock as of 20 June 2025.

How are the 3,018,238 shares broken down between common shares and warrants?

2,430,000 common shares, 260,000 shares via Warrant 1, and 328,238 shares via Warrant 2.

What is the purpose of the 9.99 % blocker in the warrants?

The blocker prevents warrant exercises that would raise the group’s ownership above 9.99 %, avoiding insider status and limiting dilution.

Could the group’s stake in PCSA rise above 9.99 % in the future?

Yes. Without the blocker, warrants could give them up to 10 M shares; exercises depend on share-count changes and blocker limits.

When was the Securities Purchase Agreement executed?

The SPA with Processa was signed on 17 June 2025 and disclosed in a Form 8-K on 18 June 2025.