Rocky Mountain Chocolate Factory Clears Nasdaq Notice by Filing 10-K

Rhea-AI Filing Summary

Rocky Mountain Chocolate Factory, Inc. (Nasdaq: RMCF) disclosed in this Form 8-K that it temporarily fell out of compliance with Nasdaq Listing Rule 5250(c)(1) after missing the deadline for its FY 2025 Form 10-K, which was due for the period ended 28 Feb 2025. Nasdaq issued a delinquency notice on 17 Jun 2025.

The company filed the outstanding 10-K on 20 Jun 2025, and Nasdaq confirmed on 23 Jun 2025 that RMCF had regained full listing compliance. The notice had no immediate effect on trading and the company’s shares remained listed on the Nasdaq Global Market throughout the process.

While the swift remediation limits near-term listing risk, the late filing highlights potential internal reporting or audit-related weaknesses that investors may wish to monitor.

Positive

• Regained Nasdaq compliance within three days of receiving the delinquency notice.
• No interruption to trading or listing status during the compliance period.

Negative

• Received a Nasdaq delinquency notice due to late Form 10-K filing, indicating potential reporting/control weaknesses.

Insights

Corporate Governance Expert

TL;DR – Regained compliance quickly; governance controls still under scrutiny.

Nasdaq delisting notices tied to late filings often flag governance lapses. RMCF cured the deficiency within three days by submitting its FY 2025 Form 10-K, demonstrating the board’s ability to respond rapidly. However, the original delay suggests gaps in internal control over financial reporting or audit coordination. Investors should review the freshly filed 10-K for any disclosed material weaknesses and monitor whether the audit committee undertakes remedial actions. Given the speedy resolution and no trading interruption, the immediate governance impact is neutral, but the event modestly elevates compliance-risk perception.

Portfolio Manager

TL;DR – Administrative blip; minimal market impact, watch future filings.

The delinquency notice did not affect liquidity, spread, or listing status, and compliance was restored swiftly. From a portfolio standpoint, the episode is unlikely to move valuation multiples or credit metrics. Nonetheless, recurring late filings often precede higher volatility and can limit institutional ownership. I’d maintain exposure but set an alert for the next reporting cycle; repeated delays could trigger a risk premium expansion.

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed in a Form 12b-25 Notification of Late Filing filed by Rocky Mountain Chocolate Factory, Inc. (the “Company”) on May 27, 2025, the Company was delayed in filing its Annual Report on Form 10-K for the fiscal year ended February 28, 2025 (the “Form 10-K”) with the U.S. Securities and Exchange Commission (the “SEC”).

On June 17, 2025, the Company received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the Company is delinquent in filing the Form 10-K, the Company no longer complied with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires companies with securities listed on The Nasdaq Stock Market to timely file all required periodic reports with the SEC. The Notice had no immediate effect on the listing or trading of the Company’s common stock.

On June 20, 2025, the Company filed the Form 10-K and regained compliance with the Rule. On June 23, 2025, the Company received a notice from Nasdaq indicating that it had regained compliance with the Rule.

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 23, 2025	By:	/s/ Jeffrey R. Geygan
	Name:	Jeffrey R. Geygan
	Title:	Interim Chief Executive Officer

FAQ

Why did Rocky Mountain Chocolate Factory (RMCF) receive a Nasdaq delinquency notice?

Because it failed to file its Form 10-K for FY 2025 by the required deadline, breaching Nasdaq Listing Rule 5250(c)(1).

When did RMCF file the delayed Form 10-K?

The company filed the overdue Form 10-K on 20 June 2025.

Has RMCF regained compliance with Nasdaq listing rules?

Yes. Nasdaq confirmed on 23 June 2025 that the company is back in compliance.

Did the delinquency notice affect RMCF’s stock trading?

No. The notice had no immediate effect on listing or trading of the common stock.

What rule was RMCF cited for violating?

Nasdaq Listing Rule 5250(c)(1), which requires timely filing of all required periodic reports with the SEC.