Home / Going-concern warnings / Rocky Mountain Chocolate Factory, Inc.
Filed 2026-05-29 路 Form 10-K 路 Accession 0001193125-26-248296 nano
Price before filing: $1.99 (2026-05-28 close, split/dividend-adjusted)
Market cap at flag: $16.1M (2026-05-29) 路 Latest: $8.6M (2026-10-16)
| Window | RMCF | SPY | vs SPY | |
|---|---|---|---|---|
| 30 days | -56.8% | -1.5% | -55.2% | 2026-06-29 |
| 90 days | -41.2% | +2.5% | -43.7% | 2026-08-27 |
| 180 days | pending | pending | until 2026-11-25 |
Return from the last close before the filing date to the first close on/after the window end. Pending windows have not fully elapsed. Past performance says nothing certain about the future.
90 days before the flag: 2 insiders sold $526K (8 sales)
30 days after: none reported.
| Date | Insider | Type | Shares | Price | Value | 10b5-1 plan | Source |
|---|---|---|---|---|---|---|---|
| 2026-03-04 | American Heritage Railways, Inc. 10% owner | Sale | 11,297 | $2.60 | $29K | no | Form 4 |
| 2026-03-04 | Harper Allen C 10% owner | Sale | 11,297 | $2.60 | $29K | no | Form 4 |
| 2026-03-05 | American Heritage Railways, Inc. 10% owner | Sale | 8,918 | $2.60 | $23K | no | Form 4 |
| 2026-03-05 | Harper Allen C 10% owner | Sale | 8,918 | $2.60 | $23K | no | Form 4 |
| 2026-05-01 | American Heritage Railways, Inc. 10% owner | Sale | 35,900 | $2.45 | $88K | no | Form 4 |
| 2026-05-01 | Harper Allen C 10% owner | Sale | 35,900 | $2.45 | $88K | no | Form 4 |
| 2026-05-04 | American Heritage Railways, Inc. 10% owner | Sale | 50,000 | $2.45 | $123K | no | Form 4 |
| 2026-05-04 | Harper Allen C 10% owner | Sale | 50,000 | $2.45 | $123K | no | Form 4 |
| 2026-05-29: red flag filed | |||||||
Open-market purchases and sales (Form 4 codes P and S) by officers, directors and 10% owners, by transaction date, from 2026-02-28 to 2026-06-28. Excludes option exercises, grants, gifts and tax withholding. Amended filings replace the originals; joint filings count once. Foreign private issuers do not file Form 4. Many insider sales are pre-scheduled (10b5-1 plans) and are not by themselves a sign of wrongdoing.
"Our auditor's report on our audited consolidated financial statements for the year ended February 28, 2026 includes an explanatory paragraph stating that our losses and negative cash flows from operations and uncertainty in generating sufficient cash to meet our operating obligations raise substantial doubt about our ability to continue as a going concern."
Quoted from the filing. Source
The filing states that substantial doubt exists about the company's ability to continue as a going concern: it may not have enough cash to last the next 12 months. Expect dilution, debt deals or worse. An auditor's going-concern paragraph is the strongest form of this warning.
Source: management disclosure in Form 10-K (period 2026-02-28)
Why this score: also within 90 days: Auditor change
Read the original filing on SEC.gov →
Not investment advice. Automated summary; verify against the filing.
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