Rocky Mountain Chocolate Factory, Inc.

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

FORMS‑1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Rocky Mountain Chocolate Factory, Inc.

(Exact name of Registrant as specified in its charter)

265 Turner Drive

Durango, CO 81303

Telephone: (970)259-0554

(Address, including zip code, and telephone

number, including area code, of Registrant's

principal executive offices)

Jeffrey R. Geygan

Interim Chief Executive Officer

Rocky Mountain Chocolate Factory, Inc.

265 Turner Drive

Durango, CO 81303

Telephone: (970) 259-0554

(Name, address, including zip code, and telephone

number, including area code, of agent for service)

Copy to:

Amanda N. Urquiza

Douglas K. Schnell

Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

Palo Alto, CA 94304

(650) 493-9300

Approximate date of commencement of proposed sale to the public:From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling stockholder named in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 23, 2026

PRELIMINARY PROSPECTUS

1,500,000 Shares of Common Stock

This prospectus relates to the resale from time to time, by the selling stockholder which is identified in this prospectus under the caption “Selling Stockholder,” of an aggregate of up to 1,500,000 shares of common stock, par value $0.001 per share (the “Common Stock”), of Rocky Mountain Chocolate Factory, Inc. (the “Company”). We issued the shares of Common Stock to the selling stockholder in a private placement, which we completed on December 18, 2025.

The selling stockholder may, from time to time, sell, transfer or otherwise dispose of any or all of its shares of Common Stock or interests in its shares of Common Stock on any stock exchange, market or trading facility on which the Common Stock is traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.See“Plan of Distribution”** beginning on page 10 of this prospectus for more information.** We will not receive any proceeds from any sale or other disposition of the shares of Common Stock by the selling stockholder. See “Use of Proceeds” beginning on page 6 and “Plan of Distribution” beginning on page 10 of this prospectus for more information.

The Common Stock is currently quoted on the Nasdaq Capital Market under the symbol “RMCF.” On January 16, 2026, the last reported sale price of the Common Stock on the Nasdaq Capital Market was $2.02 per share.

You should read this prospectus, together with additional information described under the headings “Information Incorporated by Reference” and “Where You Can Find More Information,” carefully before you invest in any of our securities.

An investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks and uncertainties described in the section captioned“Risk Factors”beginning on page 4 of this prospectus, in the section captioned“Risk Factors”contained in our Annual Report on Form 10-K for the fiscal year ended February 28, 2025, as filed with the Securities and Exchange Commission (the“SEC”) on June 20, 2025, and in our subsequent Quarterly Reports on Form 10-Q and other filings that we make with the SEC from time to time, which are incorporated by reference in their entirety, together with other information in this prospectus and the information incorporated by reference.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026