Rocky Mountain Chocolate Factory, Inc. (NASDAQ:RMCF) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On March 24, 2017, Rocky Mountain Chocolate Factory, Inc. (the “Company”) received correspondence from the Nasdaq Stock Market, Inc. (“Nasdaq”) noting that the Company is no longer in compliance with Nasdaq’s audit committee composition requirements as set forth in Listing Rule 5605(c)(2)(A), which requires the Company’s Audit Committee to be composed of at least three independent directors (the “Notice”). The Notice is the result of the passing of Mr. Gerald A. Kien, a member of the Company’s Board of Directors (the “Board”) and the Audit Committee, on February 22, 2017. The passing of Mr. Kien has left the Audit Committee with only two independent directors.

The Notice also stated, among other things, that, to Listing Rule 5605(c)(4), the Company is entitled to a cure period to regain compliance with Listing Rule 5605(c)(2)(A), which cure period will expire upon the earlier to occur of either the date of the Company’s next annual shareholders’ meeting or August 21, 2017. The Board is actively working to fill the vacancy left by Mr. Kien’s passing, and the Company expects to be compliant with the audit committee composition requirements under Listing Rule 5605(c)(2)(A) by or before the end of the cure period.

About Rocky Mountain Chocolate Factory, Inc. (NASDAQ:RMCF)

Rocky Mountain Chocolate Factory, Inc. is an international franchisor, confectionery manufacturer and retail operator. The Company’s subsidiary, U-Swirl International, Inc. (U-Swirl), franchises and operates soft-serve frozen yogurt stores. The Company operates through five segments: Franchising, Manufacturing, Retail Stores, U-Swirl operations and Other. The Company manufactures a range of chocolate candies and other confectionery products. The Company’s franchised/license system of retail stores features chocolate, frozen yogurt and other confectionary products. The Company also sells its candy in selected locations outside of its system of retail stores and licenses the use of its brand with certain consumer products. The Company’s products include a range of clusters, caramels, creams, mints and truffles. Its individual stores also offer over 15 fudges and other products prepared in the store. The Company uses chocolate, nut meats and other ingredients in its candies.

Rocky Mountain Chocolate Factory, Inc. (NASDAQ:RMCF) Recent Trading Information

Rocky Mountain Chocolate Factory, Inc. (NASDAQ:RMCF) closed its last trading session down -0.02 at 11.27 with 8,259 shares trading hands.