Rocky Mountain Chocolate Factory, Inc.
8-K on 10/07/2021   Download
SEC Document
SEC Filing
false 0001616262 0001616262 2021-10-02 2021-10-02
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): October 2, 2021
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logo.jpg
 
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 registered
 
Trading symbol(s)
 
Name of each exchange on which registered
Common Stock, $0.001 par value per share
 
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 1.02.             Termination of a Material Definitive Agreement.
 
The information set forth under Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
 
 
Item 3.03.             Material Modification to Rights of Security Holders.
 
The information set forth under Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
 
 
Item 8.01.             Other Events.
 
On October 2, 2021, the Board of Directors of the Rocky Mountain Chocolate Factory, Inc. (the “Company”) approved the redemption of all the outstanding preferred stock purchase rights (the “Rights”) granted pursuant to the Rights Agreement, dated March 1, 2015, between the Company and Computershare Trust Company, N.A., as Rights Agent (as amended, the “Rights Agreement”), commonly referred to as a “poison pill.”  Immediately upon the action of the Board of Directors to approve the redemption of the Rights, the right to exercise the Rights terminated, which effectively terminated the Rights Agreement.  Pursuant to the Rights Agreement, the Rights will be redeemed at a redemption price of $0.01 per Right (the “Redemption Price”). The Company will mail a notice of redemption to registered holders of the Rights providing for payment of the Redemption Price.
 
 

 
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: October 7, 2021
By:
/s/ Bryan J. Merryman
 
Name:
Bryan J. Merryman
 
Title:
Chief Executive Officer and Chief Financial Officer