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): December 30, 2019

 


 

 

Rocky Mountain Chocolate Factory, Inc.

(Exact name of registrant as specified in is 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 registered

 

Trading symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.001 par value per share

 

RMCF

 

Nasdaq Global Market

Preferred Stock Purchase Rights

 

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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On December 30, 2019, Clyde Wm. Engle resigned from the Board of Directors (the “Board”) of Rocky Mountain Chocolate Factory, Inc. (the “Company”) and as a member of the Audit Committee of the Board, effective immediately. His resignation was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

In consideration of his significant contributions to the Company over the years and as consideration for a release, the Company entered into a resignation agreement with Mr. Engle, pursuant to which the Company will pay Mr. Engle a one-time payment of $39,000, payable in common stock of the Company.

 

 

 

 

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: January 6, 2020

By:

/s/

Bryan J. Merryman

 

 

Name:

Bryan J. Merryman

 

  Title:

Chief Executive Officer, Chief Financial

Officer and Chairman of the Board of

Directors

 

 

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