Rocky Mountain Chocolate Factory (RMCF) Registration Filing summary

Company overview and business model

• Operates as an international franchisor, confectionery producer, and retail operator, with a focus on premium chocolate and confectionery products.

• Revenue and profitability are primarily derived from a franchised/licensed system of retail stores, with additional sales through select external locations and brand licensing.

• As of November 30, 2025, operated 3 company-owned, 112 licensee-owned, and 139 franchised stores across 36 states and the Philippines.

Financial performance and metrics

• The company’s consolidated financial statements for fiscal years ended February 28, 2025, and February 29, 2024, were audited with a going concern explanatory paragraph.

• 9,332,822 shares of common stock were outstanding as of December 31, 2025.

Use of proceeds and capital allocation

• No proceeds will be received from the resale of shares by the selling stockholder.

• Net proceeds from the December 2025 private placement were intended for working capital and general corporate purposes.