Rocky Mountain Chocolate Factory Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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FORM 8-K

 

 

 

Date of Report (Date of earliest event reported): July 26, 2024

 

 

 

Durango, Colorado 81303

 

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):

 

 

 

 

 

Securities Registered Pursuant to Section 12(b) of the Act:

 

 

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. ☐

 

 

 

As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by Rocky Mountain Chocolate Factory, Inc. (the “Company”) on May 4, 2023 (the “Prior 8-K”), on May 1, 2023, the Company was issued a three-year secured promissory note in the original principal amount of $1.0 million (the “Promissory Note”) secured by the security agreement (the “Security Agreement”) and the pledge agreement (the “Pledge Agreement”), each dated as of the same date as the Promissory Note. The descriptions of the Promissory Note, the Security Agreement, and the Pledge Agreement are qualified in their entirety by reference to the Prior 8-K.

 

On July 26, 2024, the Company and Isaac Lee Collins, LLC (the “Purchaser”) entered into a Promissory Note and Security Assignment and Assumption Agreement (the “Agreement”). Pursuant to the terms of the Agreement, the Company irrevocably assigned and transferred to the Purchaser all of its right, title, and interest in and to the Promissory Note, the Security Agreement, and the Pledge Agreement, and the Purchaser agreed to assume the same in consideration of $666,666.66. As of July 19, 2024, the outstanding principal balance of the Promissory Note was $916,666.66, and the outstanding unpaid interest was $50,000.

 

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

 

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.

 

 

(d) Exhibits

 

 

 

 

 

 

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.