Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On December 30, 2019, Clyde Wm. Engle resigned from the Board of Directors (the "Board") of Rocky Mountain Chocolate Factory, Inc. (the "Company") and as a member of the Audit Committee of the Board, effective immediately. His resignation was not a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

In consideration of his significant contributions to the Company over the years and as consideration for a release, the Company entered into a resignation agreement with Mr. Engle, pursuant to which the Company will pay Mr. Engle a one-time payment of $39,000, payable in common stock of the Company.

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