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): August 18, 2026
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 of principal executive offices) (Zip Code)
(970) 259-0554
Registrant’s telephone number, including area code:
N/A
(Former name or former address, if changed since last report.)
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:
| ☐ | 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 | 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 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 checkmark 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Operating Officer
On August 18, 2026, the Board of Directors (the “Board”) of Rocky Mountain Chocolate Factory, Inc. (the “Company”) approved the appointment of David Denker as Chief Operating Officer (principal operating officer) of the Company, effective August 14, 2026.
Mr. Denker, age 39, has served as the Company’s Vice President of Franchise Development since September 2025 and subsequently assumed broader leadership responsibilities across the Company. Prior to joining the Company, from July 2024 through August 2025, Mr. Denker served as President and Chief Growth Officer of Cookie Plug, where his responsibilities included franchise operations and development, merchandising, marketing and product innovation. From January 2024 through July 2024, Mr. Denker served as Fractional Senior Vice President of Operations for Salty Dawg, and prior to that, he spent more than a decade with The Vitamin Shoppe and related entities, including serving as Senior Director of Franchise and International Development from November 2021 through December 2023 and as Senior Director of New Business Development and International from December 2019 through November 2021, where he was responsible for franchise strategy and development, international expansion, new business development and the growth of alternative channels. Mr. Denker holds a Bachelor of Science in Business Administration from the University of Vermont and is a Certified Franchise Executive.
There are no arrangements or understandings between Mr. Denker and any other person pursuant to which he was appointed as Chief Operating Officer of the Company. There are no family relationships between Mr. Denker and any director or executive officer of the Company and there are no related party transactions between the Company and Mr. Denker which would require disclosure under Item 404 of Regulation S-K.
Chief Operating Officer Employment Agreement
On August 18, 2026, the Company entered into an amendment to Mr. Denker’s offer of employment (the “Amendment”) in connection with his appointment as Chief Operating Officer, effective August 16, 2026, amending Mr. Denker’s original offer of employment, dated August 17, 2025 (the “Employment Agreement”). Pursuant to the Amendment, Mr. Denker was appointed Chief Operating Officer and his annual base salary will be $185,000, payable in accordance with the Company’s normal payroll practices and procedures.
Pursuant to the terms of the Employment Agreement, Mr. Denker is eligible for an annual cash incentive bonus with an initial target of 50% of his annual base salary, based on the achievement of Company performance goals as established by the Compensation Committee of the Board of Directors. Mr. Denker is also eligible for an equity incentive grant in the form of restricted stock units, with a value of $82,500 at target performance, vesting based on the achievement of specified performance goals set annually and ongoing service with the Company.
Mr. Denker is an at-will employee. If the Company terminates Mr. Denker’s employment without Cause or Mr. Denker terminates his employment for Good Reason (as defined in the Employment Agreement), Mr. Denker will receive: (a) a cash amount equal to three (3) months of his base salary, and (b) reimbursement for COBRA premium continuation payments for a period of three (3) months following the date of termination, subject to compliance with the terms of the Employment Agreement.
The foregoing summary of the terms of the Employment Agreement and the Amendment and does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Employment Agreement and the Amendment, copies of which are included as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, and incorporated herein by reference.
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Item 8.01. Other Events
On August 24, 2026, the Company issued a press release announcing Mr. Denker’s appointment as Chief Operating Officer. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1* | Offer of Employment, dated August 17, 2025, by and between Rocky Mountain Chocolate Factory, Inc. and David Denker. | |
| 10.2* | Amendment to Offer of Employment, dated August 18, 2026, by and between Rocky Mountain Chocolate Factory, Inc. and David Denker. | |
| 99.1 | Press Release, dated August 24, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Management contract or compensatory plan. |
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SIGNATURES
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 hereunto duly authorized.
| Date: August 24, 2026 | ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. | |
| By: | /s/ Carrie Cass | |
| Carrie Cass | ||
| Chief Financial Officer | ||
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