Form 8-K

8-K — Rocky Mountain Chocolate Factory, Inc.

Accession: 0001213900-26-086676

Filed: 2026-08-07

Period: 2026-08-03

CIK: 0001616262

SIC: 2060 (SUGAR & CONFECTIONERY PRODUCTS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — ea0301125-8k_rocky.htm (Primary)

EX-10.1 — AMENDMENT TO THE ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. 2024 OMNIBUS INCENTIVE COMPENSATION PLAN (ea030112501ex10-1.htm)

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8-K — CURRENT REPORT

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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): August 3, 2026

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 Capital 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.

August 3, 2026, Rocky Mountain Chocolate Factory, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual

Meeting”) virtually via live webcast. At the Annual Meeting, the stockholders of the Company approved an amendment to the Company’s

2024 Omnibus Incentive Compensation Plan, as amended (the “2024 Plan”), to increase the number of shares of the Company’s

common stock, $0.001 par value per share, authorized for issuance under the 2024 Plan by 530,000 shares of common stock (the “Plan

Amendment”).

A description of the material terms and conditions

of the Plan Amendment is set forth beginning on page 39 of the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities

and Exchange Commission on June 29, 2026 (the "Proxy Statement"), and is incorporated herein by reference. The description of

the Plan Amendment incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the

full text of the Plan Increase Amendment, attached to this report as Exhibit 10.1, and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the close of business on June 26, 2026, the record date for the

Annual Meeting (the “Record Date”), there were 9,439,587 shares of the Company’s common stock issued and outstanding,

which constituted all of the issued and outstanding capital stock of the Company. This outstanding share number reflects an immaterial

decrease from that included in the Proxy Statement.

At the Annual Meeting, 7,773,032 shares of the

Company’s issued and outstanding shares of common stock entitled to vote as of the Record Date, or approximately 82.35% of such

shares, were represented by proxy or appeared in person (including virtually) and, therefore, a quorum was present.

The proposals voted on at the Annual Meeting are

more fully described in the Proxy Statement.

The final voting results on the proposals presented

for stockholder approval at the Annual Meeting are as follows:

Proposal 1 - Election of Directors. Each of Steven L.

Craig, Jeffrey R. Geygan, Mel Keating, Brian Quinn, and Alberto Pérez-Jácome Friscione was elected as a director to serve

on the Company’s board of directors until the Company’s 2027 annual meeting of stockholders and until their respective successors

are elected and qualified as follows:

Name

Votes For

Votes Withheld

Broker Non-Votes

Steven L. Craig

3,234,433

1,645,571

2,893,028

Jeffrey R. Geygan

3,033,440

1,846,564

2,893,028

Mel Keating

4,253,714

626,290

2,893,028

Brian Quinn

4,345,062

534,942

2,893,028

Alberto

Pérez-Jácome Friscione

4,169,061

710,943

2,893,028

Proposal 2 - Ratification of Independent Registered Public

Accountants. The appointment of Rosenberg Rich Baker Berman, P.A. as the Company’s independent registered public accounting

firm for the fiscal year ending February 28, 2027, was ratified as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

7,652,540

21,231

99,261

Proposal 3 - Approval, on an Advisory

Basis, of the Compensation of the Company’s Named Executive Officers. The compensation of the Company’s named executive

officers was approved, on an advisory basis, as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

4,241,464

299,031

339,508

2,893,028

Proposal 4 - Advisory Vote on the Frequency

of Future Advisory Votes on Executive Compensation. The frequency of future advisory votes on the compensation of the Company’s

named executive officers was approved, on an advisory basis, as follows:

One Year

Two Years

Three Years

Abstentions

Broker Non-Votes

2,441,233

1,951,924

124,438

362,407

2,893,028

Based on the results of this advisory vote, the

Board of Directors determined that the Company will hold future advisory votes on the compensation of the Company’s named executive

officers on an annual basis.

Proposal 5 - Approval of the Plan Amendment.

The amendment to the 2024 Plan, to increase the number of shares of common stock authorized for issuance under the 2024 Plan, was

approved as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

2,617,858

1,856,144

406,001

2,893,028

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1+

Amendment to the Rocky Mountain Chocolate Factory, Inc. 2024 Omnibus Incentive Compensation Plan.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

+ Management Compensatory Plan

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: August 7, 2026

By:

/s/ Carrie Cass

Name:

Carrie Cass

Title:

Chief Financial Officer

EX-10.1 — AMENDMENT TO THE ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. 2024 OMNIBUS INCENTIVE COMPENSATION PLAN

EX-10.1

Filename: ea030112501ex10-1.htm · Sequence: 2

Exhibit 10.1

FIRST AMENDMENT TO THE

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.

2024 OMNIBUS INCENTIVE COMPENSATION PLAN

This Amendment (the “Amendment”) to the Rocky Mountain

Chocolate Factory, Inc. 2024 Omnibus Incentive Compensation Plan (the “2024 Plan”) is adopted as of August 3, 2026.

RECITALS

WHEREAS, the 2024 Plan originally reserved 600,000 shares

for issuance pursuant to Awards;

WHEREAS, as of the date of this Amendment, a portion of the

original 600,000 shares have been issued or are subject to outstanding Awards under the 2024 Plan, and a portion remain available for

future grant;

WHEREAS, the Company desires to increase the number of shares

available for issuance under the 2024 Plan by an additional 530,000 shares;

Amendment to Section 4.1 Number of Shares Available for

Grants.

Section 4.1 of the 2024 Plan is hereby amended to increase the

aggregate number of shares reserved for issuance under the 2024 Plan by 530,000 shares, irrespective of the number of shares that have

previously been issued or remain available under the 2024 Plan as of the date hereof.

Accordingly, the first sentence of Section 4.1 is amended and

restated as follows:

“Subject to adjustment as provided in Section 4.2 and except

as provided in Section 5.6(b), the maximum number of Shares hereby reserved for delivery in connection with Awards under the Plan

shall be 1,130,000 shares, plus (ii) that number of Shares remaining available for issuance as of the Effective Date under the Prior

Plan (that is, Shares not subject to outstanding awards under the Prior Plan nor delivered from the Shares reserved under the Prior Plan),

plus (iii) that number of Shares subject to awards granted under the Prior Plan that are outstanding as of the Effective Date and

which become available in accordance with the provisions below after stockholder approval of the Plan.”

Except as expressly set forth herein, the 2024 Plan remains unchanged

and in full force and effect.

IN WITNESS WHEREOF, the Company has adopted this Amendment as of the

date first written above.

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