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Rocky Mountain Chocolate Factory (RMCF): Insider Jeffrey R. Geygan, a Director, Interim CEO, and 10% Owner, reported a Form 4 for activity on 10/24/2025. He purchased 6,720 shares of common stock at a weighted average price of $1.8171 (Code P).
The filing also shows a 2,145-share adjustment (Code J), with the explanation that certain separately managed accounts ended their relationship with Global Value Investment Corporation (GVIC), so those positions are no longer included. Following these entries, he reported 1,782,848 shares held indirectly through GVIC and 185,041 shares held directly. The price noted is a weighted average; the reporter undertakes to provide the full breakdown upon request.
Rocky Mountain Chocolate Factory (RMCF) insider activity: Jeffrey R. Geygan, Interim CEO, Director, and 10% Owner, reported open‑market purchases of common stock on two dates. On 10/21/2025, accounts managed by Global Value Investment Corporation (GVIC) bought 14,562 shares at a weighted average price of $1.6537. On 10/22/2025, GVIC‑managed accounts bought 8,775 shares at a weighted average price of $1.7801.
Following these transactions, indirect holdings attributed to GVIC oversight were reported as 1,769,498 and then 1,778,273 shares. The filing also shows a separate 185,041 shares held directly. The report notes GVIC is controlled by Mr. Geygan and includes a standard disclaimer that beneficial ownership is claimed only to the extent of his pecuniary interest.
Rocky Mountain Chocolate Factory (RMCF): Insider purchases reported. Global Value Investment Corporation (GVIC) and affiliated reporting persons filed a Form 4 noting open‑market buys of RMCF common stock. On 10/21/2025, they acquired 14,562 shares at a weighted average price of $1.6537. On 10/22/2025, they acquired 8,775 shares at a weighted average price of $1.7801.
Indirect beneficial ownership was 1,948,326 shares after the 10/21 transactions and 1,957,101 shares after the 10/22 transactions. The prices are weighted averages; the filer undertakes to provide full price‑by‑trade details upon request. The filing is made jointly by GVIC and related entities/individuals as described in the footnotes, with roles including director, 10% owner, and chief executive officer.
Rocky Mountain Chocolate Factory (RMCF) insider filing shows that Global Value Investment Corporation (GVIC) and affiliated reporting persons disclosed open‑market purchases and an ownership update. On 10/17/2025, they purchased 61,670 shares of common stock at a weighted average price of $1.5869. On 10/20/2025, they purchased an additional 13,753 shares at a weighted average price of $1.607.
The filing also records a Code J adjustment of 3,385 shares on 10/20/2025 tied to separately managed accounts that are no longer advised by GVIC. Following the reported transactions, 1,933,764 shares were beneficially owned indirectly, as disclosed.
Rocky Mountain Chocolate Factory (RMCF): Director, Interim CEO and 10% owner Jeffrey R. Geygan reported insider activity. On 10/17/2025 and 10/20/2025, accounts he controls through Global Value Investment Corporation (GVIC) purchased 61,670 shares at a weighted average price of $1.5869 and 13,753 shares at a weighted average price of $1.607, respectively. After these transactions, indirect beneficial ownership reported through GVIC was 1,754,936 shares.
The filing also records administrative adjustments: a correction reattributing 445 shares from indirect to direct ownership tied to an October 24, 2024 transaction, and a decrease of 3,385 shares on 10/20/2025 due to certain separately managed accounts ending their advisory relationship with GVIC.
Rocky Mountain Chocolate Factory (RMCF) furnished an update on its financial results, announcing a press release covering the company’s performance for the three and six months ended August 31, 2025. The company also held a conference call to discuss these results.
The materials were provided as Exhibits 99.1 (press release dated October 13, 2025) and 99.2 (conference call transcript dated October 14, 2025) and were furnished, not filed under the Exchange Act.
Rocky Mountain Chocolate Factory reported higher sales but continued losses and mounting financial pressure. Revenue rose to $6.8 million for the quarter and $13.2 million for the first six months, yet the company posted net losses of $0.7 million for the quarter and $1.0 million year-to-date.
Gross margin for the quarter turned slightly negative as higher cocoa and transportation costs outweighed price increases. Management cut franchise, sales, and administrative expenses, narrowing the operating loss compared with last year.
The balance sheet shows $2.0 million of cash and $3.5 million of working capital, but total debt climbed to $7.8 million under two related-party credit agreements bearing 12% interest and secured by core assets. The company breached a leverage covenant as of August 31, 2025 and obtained waivers.
Management explicitly states that recent losses, covenant noncompliance, and reliance on external financing raise substantial doubt about the company’s ability to continue as a going concern, though they plan further cost cuts, efficiency improvements, and growth in holiday and e-commerce sales.
Rocky Mountain Chocolate Factory, Inc. disclosed that a board member, Allen C. Harper, resigned from the board and all board committees for reasons related to his other professional responsibilities and not due to any disagreement with the company. The company acknowledged his contributions. As a result of the resignation, Nasdaq notified the company that it no longer meets the Corporate Governance Requirements under Nasdaq Listing Rule 5605 because the board composition no longer satisfies applicable listing standards. The filing incorporates the departure disclosure across related sections and does not disclose a replacement director or timeline for restoring compliance.
Radoff Family Foundation and Bradley L. Radoff disclosed holdings in Rocky Mountain Chocolate Factory, Inc. (RMCF). The Radoff Foundation directly owns 356,000 shares, about 4.6% of the 7,793,924 shares outstanding. Mr. Radoff directly owns 100 shares and, as a director of the Foundation, may be deemed to beneficially own the Foundation's shares, for an aggregate of 356,100 shares (about 4.6%). The Foundation paid approximately $748,155 for its 356,000 shares and Mr. Radoff paid approximately $583 for his 100 shares; purchases may have used working capital or margin. The filing notes these transactions were made in the open market and states that as of September 16, 2025 the reporting persons ceased to beneficially own more than 5%.
Rocky Mountain Chocolate Factory entered two related-party credit arrangements on August 28, 2025, raising $1.8 million in new debt to fund capital investment and working capital. The company borrowed $1,200,000 from RMCF2 Credit, LLC evidenced by a promissory note due September 30, 2027, carrying 12% annual interest payable monthly, and secured by a deed of trust on the company’s Durango, Colorado property. An amendment with RMC Credit Facility, LLC provides an additional $600,000 under similar terms: a promissory note due September 30, 2027 with 12% interest payable monthly. The two lenders are special-purpose entities affiliated with the interim CEO and a board member. The company and both lenders agreed to waive the covenant limiting total liabilities to net worth for the quarters ending August 31, 2025 and November 30, 2025. An intercreditor agreement among the company, RMCF2 and RMC was also executed.