SEC
File Number: 001-36865
CUSIP
Number: 77467X101
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
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☐ Form 10-K |
☐ Form 20-F |
☐ Form 11-K |
☒ Form 10-Q |
☐ Form 10-D |
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☐ Form N-SAR |
☐ Form N-CSR |
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For Period Ended: |
August
31, 2026 |
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☐
Transition Report on Form 10-K |
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☐
Transition Report on Form 20-F |
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☐
Transition Report on Form 11-K |
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☐
Transition Report on Form 10-Q |
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☐
Transition Report on Form N-SAR |
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For the
Transition Period Ended: |
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Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this Form shall be construed to imply that the Commission has verified any information contained herein.
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If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I - REGISTRANT INFORMATION
| Rocky Mountain
Chocolate Factory, Inc. |
Full
Name of Registrant
Former
Name if Applicable
Address
of Principal Executive Office (Street and Number)
City,
State and Zip Code
PART
II - RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
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(a) |
The reason described in reasonable detail in Part III of this
Form could not be eliminated without unreasonable effort or expense; |
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(b) |
The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report
on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
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(c) |
The accountant’s statement or other exhibit required
by Rule 12b-25(c) has been attached if applicable. |
PART
III - NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
Rocky
Mountain Chocolate Factory, Inc. (the “Registrant”) is filing this Notification of Late Filing on Form 12b-25 with respect
to its Quarterly Report on Form 10-Q for the quarter ended August 31, 2026.
The
Registrant was unable to file within the prescribed time period without unreasonable effort or expense because the Registrant required
additional time to complete work related to the Registrant’s financial reporting, closing procedures and other disclosure items.
The Registrant has filed the subject Quarterly Report on Form 10-Q on or before the fifth calendar day following the prescribed due date.
PART
IV - OTHER INFORMATION
| (1) |
Name and telephone number of person to contact in regard
to this notification |
| Carrie
Cass |
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(970) |
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259-0554 |
| (Name) |
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(Area
Code) |
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(Telephone
Number) |
| (2) |
Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s).
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Yes ☐ No |
| (3) |
Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof?
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Yes ☒ No |
| Rocky
Mountain Chocolate Factory, Inc. |
| (Name of Registrant as Specified
in Charter) |
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 14,
2026 |
By: |
/s/
Carrie Cass |
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Carrie
Cass, Chief Financial Officer |
ATTENTION
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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