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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\nExchange Act of 1934

Date of Report (Date of earliest event reported): \nSeptember 29, 2026

$\"\"$

Rocky Mountain Chocolate Factory, Inc.

(Exact name of registrant as specified in its charter)

\n \n \n \n \n \n \n \n \n \n \n \n \n

Delaware		001-36865		47-1535633
(State or other jurisdiction \nof incorporation)		(Commission File Number)		(IRS Employer \nIdentification No.)

265 Turner Drive

Durango, Colorado 81303

(Address of principal executive offices) (Zip Code)

(970) 259-0554

Registrant’s telephone number, including\narea code:

N/A

(Former name or former address, if changed since\nlast report.)

Check the appropriate box below if the Form 8-K\nfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

\n\n

☐

Written\ncommunications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

\n\n

☐

Soliciting\nmaterial pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

\n\n

☐

Pre-commencement\ncommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

\n\n

☐

Pre-commencement\ncommunications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Securities registered pursuant to Section 12(b)\nof the Act:

\n \n \n \n \n \n \n \n \n \n \n \n \n

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.001 par value per share		RMCF		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth\ncompany as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange\nAct of 1934 (§240.12b -2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by checkmark\nif the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards\nprovided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Sale-Leaseback of the Durango Property

On September 29, 2026, the Board of Directors (the “Board”)\nof Rocky Mountain Chocolate Factory, Inc. (the “Company”) approved a sale-leaseback of the Company’s property at 265 Turner\nDrive, Durango, Colorado (the “Durango Property”) with American Heritage Legacies, LLC (“AHL”). AHL is a local company\ncontrolled by the family of Allen Harper, the Company’s Interim Chief Executive Officer.

On September 30, 2026, the Company and AHL entered into a Contract\nto Buy and Sell Real Estate (Commercial) (the “Purchase Agreement”). Under the Purchase Agreement, the Company agreed to sell\nthe Durango Property to AHL for $6.6 million. An independent appraisal of the Durango Property supported the purchase price. The Company\nexpects to use the net proceeds to repay an aggregate of $6.6 million of outstanding promissory notes to RMC Credit Facility LLC, a Colorado\nlimited liability company affiliated with Steven L. Craig who is currently a member of our Board, and RMCF2 Credit, LLC, a special purpose\ninvestment entity affiliated with Jeffrey R. Geygan, our former Interim Chief Executive Officer and current member of our Board (the “Notes”).\nThe Notes accrue interest at 12% per annum. The Purchase Agreement also contains customary terms and conditions and is expected to close\non or about October 15, 2026.

On October 1, 2026, the Company, as tenant, and AHL, as landlord, entered\ninto a Commercial Lease for the Durango Property (the “Lease”). The Lease will commence on closing of the sale and has an initial\nterm of ten years, with an option to renew for an additional ten-year term. Annual base rent is $624,000 for the first year and will increase\nby 2% annually thereafter. The Company will continue to pay all costs of owning, operating and maintaining the Durango Property, and the\nDurango Property will continue to serve as the Company’s corporate headquarters and its production and warehouse facility.

If the Company undergoes a Change of Control (as defined in the Lease),\nthe Lease shall terminate in accordance with the terms of the Lease. In the event of a Change of Control, at AHL’s option, the Company\nmust buy back the Durango Property for the greater of $6.93 million or its appraised value. The Lease also includes other customary terms\nfor an agreement of this kind.

The agreements described in this Current Report on Form 8-K and the\ntransactions contemplated thereby were reviewed and approved by the disinterested members of the Board and the Audit Committee of the\nBoard in accordance with the Company’s Related Party Transaction Policy.

The foregoing description of the terms of the Purchase Agreement and\nthe Lease does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement\nand the Lease, copies of which are included as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, and are incorporated\nherein by reference.

Item 7.01 Regulation FD.

On October 6, 2026, the\nCompany issued a press release (the “Release”) announcing the sale-leaseback of the Durango Property. A copy of the Release\nis attached hereto as Exhibit 99.1.

The information contained\nin this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is furnished and shall not be deemed “filed”\nfor purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject\nto the liabilities of that Section, and shall not be deemed incorporated by reference into any other filing made by the Company under\nthe Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language included in such\nfiling, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Exhibit No.		Description
10.1		Contract to Buy and Sell Real Estate (Commercial), effective September 30, 2026, between Rocky Mountain Chocolate Factory, Inc. and American Heritage Legacies, LLC.
10.2		Commercial Lease, dated October 1, 2026, between American Heritage Legacies, LLC and Rocky Mountain Chocolate Factory, Inc.
99.1		Press Release, dated October 6, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements\nof the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto\nduly authorized.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n Date: October 6, 2026	ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.

	By:	/s/\n Carrie Cass
		\n Carrie Cass
		Chief Financial Officer

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