洛矶山巧克力工厂 2026年季度报告

(Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended November 30, 2025OR Rocky Mountain Chocolate Factory, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware47-1535633(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)265 Turner Drive, Durango, CO 81303(Address of principal executive offices, including zip code)Registrant’s telephone number, including area code: (970) 259-0554 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 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation 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, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule 12b-2 of the Exchange Act. 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 newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒On January 8, 2026, the registrant had 9,332,822 shares of common stock, $0.001 par value per share, outstanding. Table of Contents part I. financial informationItem 1.Condensed Consolidated Financial Statements (Unaudited)Condensed Consolidated Statements of OperationsCondensed Consolidated Balance SheetsCondensed Consolidated Statements of Cash FlowsCondensed Consolidated Statements of Changes in Stockholders' EquityNotes to Condensed Consolidated Financial StatementsItem 2.Management's Discussion and Analysis of Financial Condition and Results of Operations25Item 3.Quantitative and Qualitative Disclosures about Market Risk34Item 4.Controls and Procedures34part II. other information35Item 1.Legal Proceedings35Item 1A.Risk Factors35Item 2.Unregistered Sale of Equity Securities and Use of Proceeds37Item 3.Defaults Upon Senior Securities37Item 4.Mine Safety Disclosures37Item 5.Other Information37Item 6.Exhibits38Signatures39 Cautionary Note Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains statements of our expectations, intentions, plans and beliefsthat constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (theSecurities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are intended tocome within the safe harbor protection provided by those sections. These forward-looking statements involve various risks anduncertainties. These statements, other than statements of historical fact, included in this Quarterly Report are forward-lookingstatements. Many of the forward-looking statements contained in this document may be identified by the use of forward-lookingwords such as “will,” “intend,” “believe,” “expect,” “anticipate,” “should,” “plan,” “estimate,” “potential,” “may,” “would,”“could,” “continue,” “likely,” “might,” “seek,” “outlook,” “explore,” or the negative of these terms or other similar expressions.However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statementsthat address operating performance, events or developments that we expect or anticipate will occur in the future includingstatements regarding future financial and operating results, our business strategy and plan, our strategic priorities, our store pipelineand our transformation, are forward-looking statements. Management believes these forward-looking statements are reasonable asand when made. However, caution should be taken not to place undue reliance on any such forward-looking statements becausesuch statements speak only as of the date of this Quarterly Report. We undertake no obligation to publicly update or revise anyforward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Inaddition, forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differmaterially from historical experience and our present expectations