Table of Contents As filed with the Securities and Exchange Commission on January 23, 2026 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S‑1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Rocky Mountain Chocolate Factory, Inc. (Exact name of Registrant as specified in its charter) | Delaware | 2060 | 47-1535633 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | incorporation or organizati ...

Shares of Rocky Mountain Chocolate Factory, Inc. (RMCF) have lost 2% since the company reported earnings for the quarter ended Nov. 30, 2025, compared with a 0.4% loss for the S&P 500 Index over the same period. Performance over the past month has been notably stronger, however, with shares gaining 24.1%, well ahead of the S&P 500’s 3.9% rise during that time.RMCF’s Financial Performance OverviewFor the third quarter of fiscal 2026, Rocky Mountain reported total revenues of $7.5 million, down from $7.9 mill ...

DURANGO, Colo., Jan. 15, 2026 (GLOBE NEWSWIRE) -- Rocky Mountain Chocolate Factory was recognized as one of the top 500 franchises in Entrepreneur’s Franchise 500®, the world’s first and most comprehensive franchise ranking. For 47 years, The Franchise 500® has been recognized as an invaluable resource for potential franchisees, and placement in the ranking has been a highly sought-after honor within the franchise industry. In the 2026 Franchise 500®, Rocky Mountain Chocolate Factory has ranked No. 415 for ...

DURANGO, Colo., Jan. 15, 2026 (GLOBE NEWSWIRE) -- Rocky Mountain Chocolate Factory was recognized as one of the top 500 franchises in Entrepreneur’s Franchise 500®, the world’s first and most comprehensive franchise ranking. For 47 years, The Franchise 500® has been recognized as an invaluable resource for potential franchisees, and placement in the ranking has been a highly sought-after honor within the franchise industry. In the 2026 Franchise 500®, Rocky Mountain Chocolate Factory has ranked No. 415 for ...

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Financial Data and Key Metrics Changes - Total revenue for Q3 2026 was $7.5 million, down from $7.9 million in the prior year, reflecting the company's exit from low-margin revenue streams [20] - Total product and retail gross profit increased to $1.4 million, compared to $0.7 million in the same quarter last year, driven by pricing actions and improved product mix [20] - Net loss for the quarter was $0.2 million, or negative $0.02 per share, compared to a net loss of $0.8 million, or negative $0.11 per share in the prior year [21] - EBITDA improved to $0.4 million in Q3 2026 from negative $0.4 million in the same quarter last year [21] Business Line Data and Key Metrics Changes - The company continued to exit lower-margin specialty and wholesale revenue streams, leading to a modest year-over-year decline in total revenue but significant improvement in gross profit margin, which reached 21.4% compared to 10% in the prior year [5][20] - The company implemented targeted price adjustments across its four core franchise categories, contributing to margin expansion [6][7] Market Data and Key Metrics Changes - The company is experiencing momentum in franchise development, with two new stores under construction and 34 stores under area development agreements, indicating strong interest from financially sophisticated operators [4][9] - The company is rationalizing its current store base by closing underperforming locations, which negatively impact brand image [9] Company Strategy and Development Direction - The company is focused on a margin-first transformation strategy, prioritizing profitability and long-term value creation over lower-quality revenue [3] - The strategy includes improving product mix, simplifying the SKU portfolio, and enhancing operational and technology capabilities to support long-term growth [3][4] - Franchise development is a key strategic revenue pillar, with a disciplined approach to expanding into existing and new markets while improving average unit performance [10][11] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the potential for margin expansion due to lower cocoa prices and effective purchasing strategies [8][28] - The company aims to return to profitability through disciplined execution and support for franchisees, while also investing in technology initiatives to enhance customer experience and operational efficiency [18][16] Other Important Information - The company completed a $2.7 million equity capital raise, allowing it to pay down $1.2 million of debt and retain $1.5 million in additional working capital [16] - The company is advancing its digital initiatives, including a new POS system and a loyalty program expected to roll out in the first half of the year [15][18] Q&A Session Summary Question: Can you talk about the 34 new stores and the pace of deployment? - The 34 area development agreements are across four franchisees, with a measured rollout expected to accelerate in later years [24] Question: How have you lined up the financing for these stores? - Existing owners have liquidity and are well-capitalized, minimizing the need for significant debt [25] Question: What is the expected impact of cocoa prices on margins? - Cocoa prices have come down, and the company has locked in favorable pricing for a portion of its expected production, which is expected to provide a margin tailwind [28] Question: Where are you in the journey of recapping the balance sheet? - The next steps include reducing debt and investing in the company, primarily from free cash flow [30] Question: When do you expect the accelerated franchise effort to begin affecting the top line? - New stores take roughly three years to mature, with a lag from lease signing to full productivity [35] Question: What are the biggest obstacles to growing the business? - Execution is the primary challenge, with a focus on profitable growth through the franchise system [39]

Financial Data and Key Metrics Changes - Total revenue for Q3 2026 was $7.5 million, down from $7.9 million in the prior year, reflecting the company's exit from low-margin revenue streams [19] - Total product and retail gross profit increased to $1.4 million, compared to $0.7 million in the same quarter last year, driven by pricing actions and improved product mix [19] - Net loss for the quarter was $0.2 million, or negative $0.02 per share, compared to a net loss of $0.8 million, or negative $0.11 per share in the prior year [20] - EBITDA improved to $0.4 million in Q3 2026 from negative $0.4 million in the same quarter last year [20] Business Line Data and Key Metrics Changes - The company continued to exit lower-margin specialty and wholesale revenue streams, leading to a modest year-over-year decline in total revenue but significant improvement in gross profit and margin [5][19] - Gross manufacturing margin for the quarter was reported at 21.4%, compared to 10% for the same quarter of the prior year [5] Market Data and Key Metrics Changes - The company is experiencing momentum in franchise development, with two new stores under construction and 34 stores under area development agreements [4][8] - The franchise development team is actively working on building a backlog of new franchise opportunities, supported by improved digital marketing efforts [4][10] Company Strategy and Development Direction - The company is focused on a margin-first transformation strategy, prioritizing profitability and long-term value creation over lower-quality revenue [3] - The strategy includes improving product mix, implementing price adjustments, simplifying the SKU portfolio, and enhancing operational capabilities [3][6] - Franchise development is a key strategic revenue pillar, with a disciplined approach to expanding into both existing and new markets [9][10] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the potential for margin expansion due to lower input costs, including the elimination of a 10% tariff on cocoa [8] - The company believes it is at an important inflection point in its transformation, with improved gross profit and margin indicating progress towards sustainable long-term growth [17][18] Other Important Information - The company completed a $2.7 million equity capital raise, allowing it to pay down $1.2 million of debt and retain $1.5 million in additional working capital [16] - The company is advancing its digital initiatives, including the launch of DoorDash Storefronts and a new POS system to enhance data visibility and customer engagement [14][15] Q&A Session Summary Question: Can you talk about the 34 new stores and the pace of deployment? - The 34 area development agreements are across four unique franchisees, with a measured rollout expected to accelerate in later years [22][23] Question: How have you lined up the financing for these stores? - Existing owners have liquidity and debt facilities lined up, minimizing the need for significant debt to build a store [23] Question: What is the expected impact of cocoa price normalization on margins? - Cocoa prices have come down, and the company has locked in favorable pricing for a portion of its expected production, which is expected to provide a margin tailwind [24][25] Question: When do you expect the accelerated franchise effort to begin affecting the top line? - It is expected that from lease signing to store opening takes roughly six months, with a store taking about three years to reach maturity [27][28] Question: Do you expect dramatic revenue growth in 2026? - The company does not expect dramatic revenue growth from new stores in 2026 but sees opportunities for increased sales through existing stores and e-commerce channels [29][30] Question: What are the biggest obstacles facing the company in growing the business? - The primary challenge is execution, with a focus on profitable growth and improving top-line performance through the franchise system [30][31]

Financial Performance - Basic loss per share improved from $(0.11) for Q3 2024 to $(0.02) for Q3 2025, indicating a positive trend in financial performance [124]. - Basic loss per share improved from $(0.47) for the nine months ended November 30, 2024 to $(0.15) for the nine months ended November 30, 2025, indicating overall financial improvement [137]. - The company reported a consolidated net loss of $1.1 million for the nine months ended November 30, 2025, an improvement from a net loss of $3.2 million in the same period of 2024 [156]. Revenue and Sales - Revenues decreased by 4.4% from $7.9 million in Q3 2024 to $7.5 million in Q3 2025, primarily due to the non-renewal of an unprofitable contract [125][126]. - Total revenues for the nine months ended November 30, 2025, were $20.739 million, a slight increase of 0.3% compared to $20.680 million in the same period of 2024 [138]. - Durango product and retail sales decreased by 4.0%, or $0.7 million, for the nine months ended November 30, 2025, primarily due to the non-renewal of an unprofitable contract [139]. - Franchise fees increased by 17.3% to $95 thousand in Q3 2025 compared to $81 thousand in Q3 2024, reflecting improved franchise performance [127]. - Royalty and marketing fees increased by $0.8 million, or 21.5%, during the nine months ended November 30, 2025, compared to the same period in 2024 [140]. Cost and Expenses - Total cost of sales decreased by 17.6% from $6.0 million in Q3 2024 to $5.0 million in Q3 2025, contributing to improved profitability [128]. - Total cost of sales decreased by 8.7%, or $1.393 million, to $14.587 million for the nine months ended November 30, 2025 [141]. - Retail operating expenses increased by 122.2% due to the acquisition of a third retail store in August 2025 [134]. - General and administrative expenses decreased to 15.1% of total revenues for the nine months ended November 30, 2025, down from 20.7% in the same period of 2024 [147]. Gross Margin - Total gross margin increased to 21.4% in Q3 2025 from 10.0% in Q3 2024, driven by sales price increases [129][130]. - Total gross margin increased by 75.8% to $1.646 million, with a gross margin percentage of 10.1% for the nine months ended November 30, 2025, compared to 5.5% in 2024 [142][143]. Cash Flow and Working Capital - Cash flows used in investing activities were $0.5 million during the nine months ended November 30, 2025, primarily due to the acquisition of a retail store for $0.2 million [157]. - As of November 30, 2025, working capital increased to $3.6 million from $2.4 million as of February 28, 2025, mainly due to $1.8 million in proceeds from notes payable [154]. Debt and Credit Agreements - The company entered into a new credit agreement on August 28, 2025, with an outstanding balance of $6.6 million as of November 30, 2025 [161]. - The Company entered into a credit agreement with RMCF2 for a principal amount of $1.2 million, maturing on September 30, 2027, with a 12% annual interest rate [164]. - As of November 30, 2025, the Company repaid $0.6 million of the outstanding principal [164]. - The RMCF2 Credit Agreement limits capital expenditures to $3.5 million per year and includes financial covenants measured quarterly [165]. - The Company was not in compliance with the liabilities to tangible net worth covenant of 2.0:1.0 as of November 30, 2025, but complied with all other covenants [166]. Future Plans and Obligations - The company signed four area development agreements to add 34 new franchise stores over the next three to five years, supporting future growth [121]. - The Company has purchase obligations of approximately $4.2 million as of November 30, 2025, primarily for future purchases of commodities [170]. - The Company plans to issue 1,500,000 shares of common stock at $1.80 per share, generating total proceeds of approximately $2.7 million [168]. Economic Factors - The company experienced higher raw material, labor, and freight costs due to macroeconomic inflationary trends, although these trends have moderated [119]. - Inflationary factors, including increased costs of ingredients and labor, directly affect the Company's operations and may impact future lease costs [171]. - The Company experiences seasonal fluctuations in sales, with stronger sales during key holidays and the summer vacation season [173].

Financial Performance - Total revenue for Q3 fiscal 2026 was $7.5 million, down from $7.9 million in the year-ago quarter, reflecting the company's exit from lower-margin channels [5]. - Gross profit increased to $1.4 million in Q3 fiscal 2026 compared to $0.7 million in the year-ago quarter, driven by pricing actions and improved product mix [5]. - Net loss narrowed to $0.2 million or $(0.02) per share in Q3 fiscal 2026, compared to a net loss of $0.8 million or $(0.11) per share in the year-ago quarter [5]. - EBITDA improved to $0.4 million in Q3 fiscal 2026 from a loss of $(0.4) million in the year-ago quarter, attributed to increased gross profit and lower costs [5]. - For the three months ended November 30, FY26, the net loss was $155,000, a decrease from a net loss of $847,000 in FY25 [16]. - EBITDA for FY26 was $427,000, a significant improvement compared to an EBITDA of $(420,000) in FY25 [16]. - Depreciation and amortization increased to $345,000 in FY26 from $274,000 in FY25 [16]. - Interest expenses rose to $237,000 in FY26, up from $153,000 in FY25 [16]. Strategic Initiatives - The company executed a franchise area development agreement to bring 34 new stores to market, indicating strong franchise development momentum [3]. - A $2.7 million equity capital raise was completed to reduce leverage and enhance liquidity for strategic investments [3]. - Over 120 franchise stores are now utilizing the new point-of-sale platform, improving visibility into customer behavior and store performance [4]. - The company is focusing on a margin-first strategy, prioritizing profitability through pricing adjustments and SKU rationalization [2]. Operational Efficiency - Total costs and expenses decreased to $7.5 million in Q3 fiscal 2026 from $8.6 million in the year-ago quarter, with savings across operations [5]. - The company operates over 250 stores across the U.S. and has been recognized in Entrepreneur's Franchise 500® for 2025 [8].

Improved Operating Performance Drives Meaningful Gains in Gross Margin and Profitability Executed Milestone Franchise Area Development Agreement to Bring 34 New Stores to Market Management to Host Conference Call Wednesday at 9:00 a.m. Eastern Time DURANGO, Colo., Jan. 13, 2026 (GLOBE NEWSWIRE) -- Rocky Mountain Chocolate Factory, Inc. (Nasdaq: RMCF) (the “Company”, “we”, “RMCF”, or “Rocky Mountain Chocolate Factory”), America’s Chocolatier™ and a leading franchiser of a premium chocolate and confectiona ...