UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 24, 2017

Rocky Mountain Chocolate Factory, Inc.

(Exact name of registrant as specified in is charter)

265 Turner Drive

Durango, Colorado 81303

(Address, including zip code, of principal executive offices)

Registrant's telephone number, including area code: (970) 259-0554

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, pursuant 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.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.