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. | |
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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 | |
