2024 Q4 - Annual Report

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended February 29, 2024OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from __________ to __________Commission file number: 001-36865 47-1535633 (I.R.S. Employer Identification No.) 265 Turner DriveDurango, CO 81303(Address of principal executive offices, including ZIP code)(970) 259-0554(Registrant’s telephone number, including area code)Securities Registered Pursuant To Section 12(b) Of The Act: Securities Registered Pursuant To Section 12(g) Of The Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days. Yes☒No☐Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act. (Check one): Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ The aggregate market value of the registrant’s common stock (based on the closing price as quoted on the Nasdaq Global Market on August 31, 2023, the last businessday of the registrant’s most recently completed second fiscal quarter) held by non-affiliates was $27,685,881. For purposes of this calculation, shares of common stockbeneficially owned by each executive officer and director and by holders of more than 10% of the registrant’s outstanding common stock have been excluded since thosepersons may under certain circumstances be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determinationfor other purposes.As of May 31, 2024, there were 6,332,506 shares of the registrant’s common stock outstanding. Portions of the registrant’s definitive proxy statement in connection with the 2024 Annual Meeting of Stockholders (the “Proxy Statement”) are incorporated byreference in Part III of this Annual Report on Form 10-K. The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of theregistrant’s fiscal year ended February 29, 2024. ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. FORM 10-K TABLE OF CONTENTS PART I. ITEM 1.BUSINESSITEM 1.ARISKFACTORSITEM 1.BUNRESOLVEDSTAFFCOMMENTSITEM 1.CCYBERSECURITYITEM 2.PROPERTIESITEM 3.LEGALPROCEEDINGSITEM 4.MINESAFETYDISCLOSURES PART II. ITEM 5.MARKET FORREGISTRANT’SCOMMONEQUITY, RELATEDSTOCKHOLDERMATTERS ANDISSUERPURCHASES OFEQUITYSECURITIES26ITEM 6.RESERVED26ITEM 7.MANAGEMENT'SDISCUSSIONANDANALYSISOFFINANCIALCONDITIONANDRESULTSOFOPERATIONS27ITEM 7A.QUANTITATIVEANDQUALITATIVEDISCLOSURESABOUTMARKETRISK33ITEM 8.FINANCIALSTATEMENTSANDSUPPLEMENTARYDATA34ITEM 9.CHANGESINANDDISAGREEMENTSWITHACCOUNTANTSONACCOUNTINGANDFINANCIALDISCLOSURE64ITEM 9A.CONTROLSANDPROCEDURES64ITEM 9B.OTHERINFORMATION64ITEM 9C.DISCLOSUREREGARDINGFOREIGNJURISDICTIONST