洛矶山巧克力工厂美股招股说明书(2026-07-06版)

PROSPECTUS Common StockPreferred StockDebt SecuritiesWarrantsUnits This prospectus relates to the sale from time to time in one or more offerings of up to $6,000,000 of shares of our commonstock, par value $0.001 (“Common Stock”); shares of our preferred stock, par value $0.001 (“Preferred Stock”), which we may issuein one or more series or classes; debt securities, which we may issue in one or more series; warrants to purchase our Common Stock,Preferred Stock or debt securities; and units (collectively referred to as the “securities”). We will provide the specific terms of any securities to be offered in one or more supplements to this prospectus. Theprospectus supplements may also add, update or change information contained in this prospectus. This prospectus may not be used tooffer and sell securities unless accompanied by a prospectus supplement. When securities are offered under this prospectus, we will provide you with a prospectus supplement describing the specificsecurities being offered, the manner in which they are being offered, the offering price of the securities and the net proceeds from thesale of those securities. The securities may be offered separately or together in any combination or as a separate series. You shouldcarefully read this prospectus and any accompanying prospectus supplement, together with any documents incorporated by referenceherein and therein, before you invest in our securities. We may sell these securities to or through underwriters, to other purchasers,through dealers or agents or through any combination of these methods, on a continuous or delayed basis. For additional informationon the methods of sale, you should refer to the section titled “Plan of Distribution” in this prospectus. If any agents or underwriters areinvolved in the sale of any securities with respect to which this prospectus is being delivered, the names of such agents or underwritersand any applicable fees, commissions, discounts and over-allotment options will be set forth in a prospectus supplement. The price tothe public of such securities and the net proceeds that we expect to receive from such sale will also be set forth in a prospectussupplement. Our Common Stock is traded on the Nasdaq Capital Market under the symbol “RMCF.” On June 30, 2026, the last reportedsale price of our Common Stock on the Nasdaq Capital Market was $0.89. Investing in our securities involves substantial risks. See “Risk Factors” beginning on page 2 of this prospectus and inthe applicable prospectus supplement, and in any other document incorporated by reference herein or therein, for factors youshould consider before buying any of our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus is July 1, 2026. TABLE OF CONTENTS PROSPECTUS PageABOUT THIS PROSPECTUSiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiPROSPECTUS SUMMARY1RISK FACTORS2USE OF PROCEEDS3DESCRIPTION OF CAPITAL STOCK4DESCRIPTION OF DEBT SECURITIES7DESCRIPTION OF WARRANTS17DESCRIPTION OF UNITS18GLOBAL SECURITIES19PLAN OF DISTRIBUTION21DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES24LEGAL MATTERS24EXPERTS24WHERE YOU CAN FIND MORE INFORMATION24INCORPORATION OF CERTAIN INFORMATION BY REFERENCE25 ABOUT THIS PROSPECTUS This prospectus is part of a “shelf” registration statement that we have filed with the Securities and Exchange Commission, orthe SEC. By using a shelf registration statement, we may sell, at any time and from time to time in one or more offerings, anycombination of the securities described in this prospectus, up to a total dollar amount of $6,000,000. This prospectus provides you witha general description of the securities that we may offer. Each time we sell securities, we will provide a prospectus supplement andattach it to this prospectus. Based on 9,439,589 shares of Rocky Mountain Chocolate Factory, Inc.’s Common Stock held by non-affiliates and the reported sale price of our common stock of $2.66 on the Nasdaq Capital Market on May 6, 2026, our market valueheld by non-affiliates was approximately $18.8 million. The prospectus supplement will contain more specific information about theterms of that offering, including the specific amounts, prices and terms of the securities offered. The prospectus supplements may alsoadd, update or change information contained or incorporated by reference in this prospectus. Any statement that we make in thisprospectus will be modified or superseded by any inconsistent statement made by us in a prospectus supplement. If there is anyinconsistency between the information in this prospectus and the information in the prospectus supplement, you should rely on theinformation in the prospectus supplement.This prospectus may not b