Material Event Form 8 K

Item 8.01. Other Events.

As previously disclosed, on July 19, 2024, Rocky Mountain Chocolate Factory, Inc. (the "Company") received a deficiency letter (the "Letter") from the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that it was not in compliance with the minimum stockholders' equity requirement for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(1)(A) (such requirement, the "Stockholders' Equity Requirement"). Nasdaq Listing Rule 5450(b)(1)(A) requires companies listed on the Nasdaq Global Market to maintain stockholders' equity of at least $10,000,000. The Company's Quarterly Report on Form 10-Q for the period ended May 31, 2024, reported stockholders' equity of $9,018,000. The Letter further noted that as of its date, the Company did not have a market value of listed securities of $50 million, a market value of publicly held shares of $15 million or total assets of $50 million and total revenue of $50 million in the latest fiscal year or in two of the last three fiscal years, the alternative quantitative standards for continued listing on the Nasdaq Global Market. The Letter had no immediate effect on the Company's continued listing on the Nasdaq Global Market, subject to the Company's compliance with the other continued listing requirements. In accordance with Nasdaq rules, the Company was provided 45 calendar days, or until September 2, 2024, to submit a plan to regain compliance.

As a result of the sale of 1,250,000 shares of the Company's common stock for an aggregate price of $2,187,500, as previously disclosed on the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 7, 2024, the Company believes that it is in compliance with the Stockholders' Equity Requirement as of the date of this Current Report on Form 8-K.

The Company has been advised that Nasdaq will continue to monitor the Company's ongoing compliance with the Stockholders' Equity Requirement. If, at the time of its next periodic report, the Company does not evidence compliance with the Stockholders' Equity Requirement, the Company may be subject to delisting.

Forward-Looking Statements

This Current Report on Form 8-K contains statements of the Company's expectations, intentions, plans and beliefs that constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to come within the safe harbor protection provided by those sections. These forward-looking statements involve various risks and uncertainties. These statements, other than statements of historical fact, included in this Current Report on Form 8-K are forward-looking statements. Many of the forward-looking statements contained in this document may be identified by the use of forward-looking words such as "will," "intend," "believe," "expect," "anticipate," "should," "plan," "estimate," "potential," or similar expressions. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements that address operating performance, events or developments that the Company expects or anticipates will occur in the future, including statements expressing views about future operating results or compliance with regulatory or stock exchange requirements, are forward-looking statements. The Company believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical experience and the Company's present expectations or projections. These risks and uncertainties include, but are not limited to: inflationary impacts, the outcome of legal proceedings, changes in the confectionery business environment, seasonality, consumer interest in the Company's products, consumer and retail trends, costs and availability of raw materials, competition, and the success of the Company's co-branding strategy and the effect of government regulations. For a detailed discussion of the risks and uncertainties that may cause the Company's actual results to differ from the forward-looking statements contained herein, please see Part II, Item 1A "Risk Factors" included in the Company's Quarterly Report on Form 10-Q for the period ended May 31, 2024 and the section entitled "Risk Factors" contained in Part I, Item 1A. of the Company's Annual Report on Form 10-K for the fiscal year ended February 29, 2024.