Form 8-K

8-K — Rocky Mountain Chocolate Factory, Inc.

Accession: 0001213900-26-110733

Filed: 2026-10-19

Period: 2026-10-16

CIK: 0001616262

SIC: 2060 (SUGAR & CONFECTIONERY PRODUCTS)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Results of Operations and Financial Condition

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — ea0309068-8k_rocky.htm (Primary)

EX-10.1 — BUSINESS LOAN AGREEMENT, DATED OCTOBER 16, 2026, BETWEEN ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. AND ALPINE BANK (ea030906801ex10-1.htm)

EX-10.2 — PROMISSORY NOTE, DATED OCTOBER 16, 2026, ISSUED BY ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. TO ALPINE BANK (ea030906801ex10-2.htm)

EX-10.3 — COMMERCIAL SECURITY AGREEMENT, DATED OCTOBER 16, 2026, BETWEEN ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. AND ALPINE BANK (ea030906801ex10-3.htm)

EX-99.1 — PRESS RELEASE OF ROCKY MOUNTAIN CHOCOLATE FACTORY, INC., DATED OCTOBER 19, 2026 (ea030906801ex99-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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0001616262

2026-10-16

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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): October 16, 2026

Rocky Mountain Chocolate Factory, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36865

47-1535633

(State or other jurisdiction

of incorporation

(Commission File Number)

(IRS Employer

Identification No.)

265 Turner Drive

Durango, Colorado 81303

(Address of principal executive offices) (Zip Code)

(970) 259-0554

Registrant’s telephone number, including

area code:

N/A

(Former name or former address, if changed since

last report.)

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))

Securities registered pursuant to Section 12(b)

of the Act:

Title of

each class

Trading Symbol

Name of each

exchange on which registered

Common Stock, $0.001 par value per share

RMCF

Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b -2 of this chapter).

Emerging growth

company ☐

an emerging growth company, indicate by checkmark 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 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive

Agreement.

On October 16, 2026, Rocky Mountain Chocolate

Factory, Inc. (the “Company”) entered into a Business Loan Agreement (the “Loan Agreement”), a Promissory Note

(the “Alpine Note”) and a Commercial Security Agreement (the “Security Agreement” and, together with the Loan

Agreement and the Alpine Note, the “Loan Documents”) with Alpine Bank, a Colorado banking corporation (“Alpine Bank”),

providing for a $2.0 million term loan (the “Alpine Loan”). The full amount of the Alpine Loan was funded on October 16, 2026,

and the Company intends to use the proceeds for working capital.

The Alpine Loan matures on October 16, 2028. The

Company is required to make monthly payments of accrued interest beginning November 16, 2026, with all outstanding principal and accrued

interest due at maturity. The Alpine Loan bears interest at a variable rate equal to the JP Morgan Chase Bank prime rate plus 1.00%, subject

to a floor of 6.00% per annum and a ceiling of the lesser of 24.00% per annum or the maximum rate permitted by law, and the interest rate

increases to 24.00% upon an event of default. The Company may prepay the Alpine Loan at any time without penalty. In connection with the

Alpine Loan, the Company paid a $20,000 loan origination fee and a $30,000 cash collateral fee to the Colorado Housing and Finance Authority

(“CHFA”).

The Company’s obligations under the Alpine

Loan are secured by a security interest in substantially all of the Company’s assets and personal property pursuant to the Security

Agreement, and are further secured by an assignment to Alpine Bank of a deposit account of approximately $1.0 million held by CHFA at

Alpine Bank.

The Loan Agreement contains customary representations,

warranties and affirmative and negative covenants, including restrictions on the Company’s ability, without Alpine Bank’s

consent, to incur additional indebtedness, grant liens, merge or consolidate, sell assets outside the ordinary course of business, and

pay dividends, repurchase shares or make other restricted payments, as well as a requirement that the Company maintain its deposit accounts,

including its primary operating account, with Alpine Bank. The Loan Documents also contain customary events of default, including, among

others, payment defaults, covenant defaults, cross-defaults, insolvency events, a material adverse change in the Company’s financial

condition, and any change in ownership of 25% or more of the Company’s common stock. Upon an event of default, Alpine Bank may declare

all outstanding amounts immediately due and payable and exercise its other remedies under the Loan Documents.

The foregoing description of the Loan Documents

does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement, the Alpine Note

and the Security Agreement, copies of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K

and are incorporated herein by reference.

Item 2.01 Completion of Acquisition or

Disposition of Assets.

As previously disclosed in the Current Report

on Form 8-K filed by the Company on October 6, 2026 (the “Prior 8-K”), the Company entered into a Contract to Buy and Sell

Real Estate (Commercial) (the “Purchase Agreement”) and a Commercial Lease (the “Lease”) with American Heritage

Legacies, LLC (“AHL”), a company controlled by the family of Allen Harper, the Company’s Interim Chief Executive Officer,

providing for the sale-leaseback of the Company’s property at 265 Turner Drive, Durango, Colorado (the “Durango Property”).

On October 16, 2026, the Company completed the sale of the Durango Property to AHL for $6.6 million, and the Lease commenced.

The Company used the net proceeds to repay

in full approximately $6.6 million of principal and accrued interest outstanding under the Notes (as defined in the Prior 8-K), and the

Company has no further obligations under the Notes.

The foregoing description of the Purchase

Agreement and the Lease does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase

Agreement and the Lease, which were filed as Exhibits 10.1 and 10.2, respectively, to the Prior 8-K and are incorporated herein by reference.

Item 2.02. Results of Operations and Financial

Condition.

On October 19, 2026,

the Company issued a press release (the “Release”) reporting its results of operations for the three months ended August 31,

2026. A copy of the Release is attached hereto as Exhibit 99.1.

The information contained

in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is furnished and shall not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to

the liabilities of that Section, and shall not be deemed incorporated by reference into any other filing made by the Company under the

Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language included in such filing, except

as expressly set forth by specific reference in such filing.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosures set forth in Item 1.01 of this Current Report on Form

8-K are incorporated into this Item 2.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

10.1

Business Loan Agreement, dated October 16, 2026, between Rocky Mountain Chocolate Factory, Inc. and Alpine Bank.

10.2

Promissory Note, dated October 16, 2026, issued by Rocky Mountain Chocolate Factory, Inc. to Alpine Bank.*

10.3

Commercial Security Agreement, dated October 16, 2026, between Rocky Mountain Chocolate Factory, Inc. and Alpine Bank.

10.4

Contract to Buy and Sell Real Estate (Commercial), effective September 30, 2026, between Rocky Mountain Chocolate Factory, Inc. and American Heritage Legacies, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 6, 2026).

10.5

Commercial Lease, dated October 1, 2026, between American Heritage Legacies, LLC and Rocky Mountain Chocolate Factory, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 6, 2026).

99.1

Press release of Rocky Mountain Chocolate Factory, Inc., dated October 19, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Portions of this exhibit (indicated by [***]) have been omitted

pursuant to Item 601(b)(10)(iv) of Regulation S-K.

SIGNATURES

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 hereunto

duly authorized.

Date: October 19, 2026

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.

By:

/s/ Carrie Cass

Carrie Cass

Chief Financial Officer

EX-10.1 — BUSINESS LOAN AGREEMENT, DATED OCTOBER 16, 2026, BETWEEN ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. AND ALPINE BANK

EX-10.1

Filename: ea030906801ex10-1.htm · Sequence: 2

Exhibit

10.1

EX-10.2 — PROMISSORY NOTE, DATED OCTOBER 16, 2026, ISSUED BY ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. TO ALPINE BANK

EX-10.2

Filename: ea030906801ex10-2.htm · Sequence: 3

Exhibit

10.2

EX-10.3 — COMMERCIAL SECURITY AGREEMENT, DATED OCTOBER 16, 2026, BETWEEN ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. AND ALPINE BANK

EX-10.3

Filename: ea030906801ex10-3.htm · Sequence: 4

Exhibit 10.3

EX-99.1 — PRESS RELEASE OF ROCKY MOUNTAIN CHOCOLATE FACTORY, INC., DATED OCTOBER 19, 2026

EX-99.1

Filename: ea030906801ex99-1.htm · Sequence: 5

Exhibit 99.1

Rocky

Mountain Chocolate Factory Reports Fiscal Second Quarter 2027 Financial Results

Management

to Host Conference Call Monday at 5:00 p.m. ET

DURANGO, Colo.,

October 19, 2026 (GLOBE NEWSWIRE) -- Rocky Mountain

Chocolate Factory, Inc. (Nasdaq: RMCF) (the “Company” or “RMCF”), America’s Chocolatier®

since 1981, is reporting financial and operating results for its second quarter of fiscal 2027, which ended August 31, 2026.

“Since stepping into the Interim CEO role,

I have been encouraged by the way our leadership team has come together around a shared set of priorities for the business,” said

Allen Harper, Interim CEO. “With COO David Denker leading our day-to-day operations, our teams are increasingly aligned across the

business. That alignment is strengthening accountability and decision-making as we build a stronger organization and position Rocky Mountain

Chocolate Factory for sustainable growth and long-term shareholder value.”

David Denker, Chief Operating Officer, added,

“During the second quarter, we made progress improving production and execution across the business. August was our highest production

and shipping month of the calendar year. Increasing production volume from our Durango facility remains a key priority as we prepare for

the holiday season. Enhancements to our reporting platform, combined with our ERP capabilities, are providing our teams with greater visibility

into demand, inventory and production requirements. These operational improvements, together with our continued focus on production efficiency

and execution, contributed to the recovery in gross margin during the quarter. We believe there is additional opportunity to build on

this progress as we move through the holiday season.”

Mr. Denker continued, “The acquisition of

Chino Hills in July 2026 expanded our company-owned store base to five locations, while new franchised stores opened in Folsom, California,

and Tinton Falls, New Jersey. As we grow our footprint and continue to enhance operations, we remain focused on consistent execution,

supporting our franchisees and preserving the product quality and longstanding recipes that distinguish Rocky Mountain Chocolate Factory.”

Fiscal Second Quarter 2027 Financial Results

vs. Fiscal Second Quarter 2026

● Total revenue was $6.7 million for the second

quarter of fiscal 2027 compared to $6.8 million in the second quarter of fiscal 2026. Primarily due to lower Durango product sales and

royalty and marketing fees which offset the increase in retail sales, driven by the larger company-owned store base and price increases.

● Total product and retail gross profit increased

to $0.4 million in the second quarter of fiscal 2027 compared to a gross loss of less than $0.1 million in the second quarter of fiscal

2026. Gross margin improved to 8.0% from (0.6)%, reflecting pricing actions and production efficiencies.

● Total costs and expenses were $7.7 million in

the second quarter of fiscal 2027, up from $7.3 million in the second quarter of fiscal 2026. The increase primarily reflects the larger

company-owned store base and higher franchise and general and administrative costs. These increases were partially offset by lower cost

of sales and sales and marketing expenses.

● Net loss was $1.3 million or $(0.14) per share

for the second quarter of fiscal 2027, compared to a net loss of $0.7 million or $(0.09) per share in the second quarter of fiscal 2026.

● EBITDA loss was $0.7 million in the second quarter

of fiscal 2027 compared to a loss of $0.1 million in the second quarter of fiscal 2026.

In the fiscal second quarter, the Board formed

a strategic committee, which with the assistance of its advisors, is exploring strategic alternatives that may be available to the Company.

Alternatives may include, among other things, a possible sale, merger, or other business combination, or a going-private transaction.

In connection with this process, the Company has received expressions of interest from third parties. There can be no assurance that this

review of strategic alternatives will result in any transaction or other strategic change.

Subsequent Events

Subsequent to quarter end, the Company completed

a $6.6 million sale-leaseback transaction with American Heritage Legacies, LLC for its manufacturing facility located in Durango, Colorado.

The sale was completed and the lease commenced on October 16, 2026. Net proceeds from the sale of the property have been used to repay

$6.6 million in debt, which bears interest at 12% per annum. In connection with the repayment, the Company incurred prepayment penalties

and related costs of $0.3 million.

On October 16, 2026, the Company entered into

a loan agreement with Alpine Bank, where the Company received an advance of $2.0 million for working capital purposes. The loan matures

on October 16, 2028, and bears interest at the prime rate plus 1%. Additional information is included in the Company’s Quarterly

Report on Form 10-Q for the quarter ended August 31, 2026.

Conference Call Information

The Company will conduct a conference call to

discuss its financial results. There will be no question-and-answer session. The conference call details are as follows:

Date: Monday, October 19, 2026

Time: 5:00 p.m. Eastern time

Dial-in registration link: here

Live webcast registration link: here

Please dial into the conference call 5-10 minutes

prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference

call, please contact the Company’s investor relations team at RMCF@elevate-ir.com.

The conference call will also be broadcast live

and available for replay in the investor relations section of the Company’s website at https://ir.rmcf.com/.

About Rocky Mountain Chocolate Factory, Inc.

Rocky Mountain Chocolate Factory, Inc. is a leading

franchisor, manufacturer and retailer of premium chocolates and other confectionery products. As America’s Chocolatier®

since 1981, the Company produces an extensive assortment of premium chocolates, gourmet caramel apples and other handcrafted confections.

Headquartered in Durango, Colorado, Rocky Mountain Chocolate Factory is ranked among Entrepreneur’s Franchise 500®

for 2026. Together with its franchisees and licensees, the Company operates approximately 250 Rocky Mountain Chocolate Factory locations

across the United States and internationally. The Company’s common stock is listed on the Nasdaq Capital Market under the symbol

“RMCF.”

Forward-Looking Statements

This press release includes statements of our

expectations, intentions, plans and beliefs that constitute “forward-looking statements” within the meaning of Section 27A

of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to come

within the safe harbor protection provided by those sections. These forward-looking statements involve various risks and uncertainties.

The statements, other than statements of historical fact, included in this press release are forward-looking statements. Many of the forward-looking

statements contained in this document may be identified by the use of forward-looking words such as “will,” “intend,”

“believe,” “expect,” “anticipate,” “should,” “plan,” “estimate,” “potential,”

or similar expressions. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking.

All statements that address operating performance, events or developments that we expect or anticipate will occur in the future - including

statements regarding future financial and operating results and anticipated outcomes of our business strategy and plan, our liquidity

and ability to continue as a going concern, our strategic review and any resulting transaction, the anticipated benefits of the sale-leaseback

of our Durango facility and our credit facility with Alpine Bank, our efforts to improve production, fulfillment and distribution and

pursuit of higher-margin product opportunities are forward-looking statements. Management of the Company believes that these forward-looking

statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements

because such statements speak only as of the date of this press release. The Company undertakes no obligation to publicly update or revise

any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition,

forward-looking statements are subject to certain risks and uncertainties that could cause our Company’s actual results to differ

materially from historical experience and our present expectations or projections. These risks and uncertainties include, but are not

limited to: inflationary impacts, changes in the confectionery business environment, seasonality, consumer interest in our products, receptiveness

of our products internationally, consumer and retail trends, costs and availability of raw materials, competition, the success of our

co-branding strategy, the success of international expansion efforts and the effect of government regulations. For a detailed discussion

of the risks and uncertainties that may cause our actual results to differ from the forward-looking statements contained herein, please

see the section entitled “Risk Factors” contained in our periodic reports, each filed with the Securities and Exchange Commission.

Investor Contact

Sean Mansouri, CFA

Elevate IR

(720) 330-2829

RMCF@elevate-ir.com

Media Contact

Raymond Barrett

Director of Marketing

(305) 801-5641

rbarrett@rmcf.net

Rocky Mountain Chocolate Factory, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except share and per share amounts)

(Unaudited)

Three Months Ended

Six Months Ended

August 31,

2026

2025

2026

2025

Revenues

Sales

$ 5,310

$ 5,183

$ 10,191

$ 9,900

Franchise and royalty fees

1,342

1,640

2,574

3,296

Total revenue

6,652

6,823

12,765

13,196

Costs and Expenses

Cost of sales

4,887

5,216

9,589

9,608

Franchise costs

784

552

1,275

1,147

Sales and marketing

162

223

352

429

General and administrative

1,328

976

2,608

1,977

Retail operating

435

227

752

433

Depreciation and amortization, exclusive of depreciation and amortization expense of $232, $238, $459 and $465, respectively, included in cost of sales

141

108

280

226

Total costs and expenses

7,737

7,302

14,856

13,820

Loss from Operations

(1,085 )

(479 )

(2,091 )

(624 )

Other Income (Expense)

Interest expense

(211 )

(190 )

(419 )

(378 )

Interest income

Other (expense) income, net

(196 )

(183 )

(358 )

(362 )

Loss Before Income Taxes

(1,281 )

(662 )

(2,449 )

(986 )

Income Tax Provision (Benefit)

Net Loss

$ (1,281 )

$ (662 )

$ (2,449 )

$ (986 )

Basic Loss per Common Share

$ (0.14 )

$ (0.09 )

$ (0.26 )

$ (0.13 )

Diluted Loss per Common Share

$ (0.14 )

$ (0.09 )

$ (0.26 )

$ (0.13 )

Weighted Average Common Shares Outstanding - Basic

9,447,259

7,786,384

9,418,824

7,764,351

Dilutive Effect of Employee Stock Awards

Weighted Average Common Shares Outstanding - Diluted

9,447,259

7,786,384

9,418,824

7,764,351

Rocky Mountain Chocolate Factory, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except share and per share amounts)

August 31,

2026

(unaudited)

February 28,

2026

Assets

Current Assets

Cash and cash equivalents

$ 416

$ 1,218

Accounts receivable, less allowance for credit losses of $128 and $128, respectively

2,951

2,545

Notes receivable, current portion, less current portion of the allowance for credit losses of $28 and $28, respectively

Refundable income taxes

Inventories

2,588

4,057

Prepaid expenses

1,003

831

Total current assets

7,077

8,768

Property and Equipment, Net

8,724

8,775

Other Assets

Notes receivable

Goodwill

576

Intangible assets, net

691

733

Lease right of use asset

1,706

1,310

Other

Total other assets

2,993

2,669

Total Assets

$ 18,794

$ 20,212

Liabilities and Stockholders’ Equity

Current Liabilities

Accounts payable

$ 4,922

$ 5,088

Accrued salaries and wages

441

406

Notes payable

6,780

Gift card liabilities

654

Other accrued expenses

286

Contract liabilities

106

105

Lease liability

416

282

Total current liabilities

13,605

6,599

Notes payable, less current portion

114

6,568

Lease liability, less current portion

1,324

1,054

Contract liabilities, less current portion

538

575

Deferred income taxes

187

Total Liabilities

15,768

14,983

Commitments and Contingencies

Stockholders’ Equity

Preferred stock, $0.001 par value per share; 250,000 shares authorized; 0 shares issued and outstanding

Common stock, $0.001 par value, 46,000,000 shares authorized, 9,518,636 shares and 9,354,620 shares issued and outstanding, respectively

Additional paid-in capital

15,413

15,168

Accumulated deficit

(12,397 )

(9,948 )

Total stockholders’ equity

3,026

5,229

Total Liabilities and Stockholders’ Equity

$ 18,794

$ 20,212

Rocky Mountain Chocolate Factory, Inc. and Subsidiaries

Condensed Consolidated Computation of Adjusted

Gross Margin

(In Thousands)

(Unaudited)

Three Months Ended

August 31,

Six Months Ended

August 31,

2026

2025

2026

2025

Total gross margin

$ 423

$ (33 )

$ 602

$ 292

Plus: depreciation and amortization

232

238

459

465

Total Adjusted Gross Margin (non-GAAP measure)

$ 655

$ 205

$ 1,061

$ 757

Total Adjusted Gross Margin (non-GAAP measure)

12.3 %

4.0 %

20.0 %

14.6 %

Rocky Mountain Chocolate Factory, Inc. and Subsidiaries

Condensed Consolidated Computation of EBITDA

(In Thousands)

(Unaudited)

Three Months Ended

August 31,

Six Months Ended

August 31,

2026

2025

2026

2025

Net loss

$ (1,281 )

$ (662 )

$ (2,449 )

$ (986 )

Plus: depreciation and amortization

373

346

739

691

Plus: interest

196

183

358

362

Total

$ (712 )

$ (133 )

$ (1,352 )

$ 67

Non-GAAP Financial Measures

This press release includes non-GAAP financial

measures, EBITDA loss and Adjusted Gross Margin. The Company defines EBITDA loss as net earnings before interest, taxes on income, and

depreciation and amortization. The Company defines Adjusted Gross Margin as gross margin plus depreciation and amortization included in

the cost of sales. Reconciliations of EBITDA loss and Adjusted Gross Margin with their most directly comparable GAAP measure is included

in this press release.

These are supplemental measures of performance

that are not required by, or presented in accordance with, GAAP. The Company believes Adjusted Gross Margin is useful to investors, as

a supplement to gross margin and other performance measures calculated in accordance with GAAP, because it provides a measure of operating

performance that is unaffected by non-cash depreciation and amortization. Management also uses Adjusted Gross Margin, rather than gross

margin, to make incremental pricing decisions. The Company believes EBITDA (loss) is useful to investors because it helps them evaluate

the Company’s core operating performance without the effects of financing decisions, income taxes and non-cash depreciation and amortization,

and management uses EBITDA (loss) to evaluate the Company’s operating performance from period to period.

EBITDA (loss) and Adjusted Gross Margin have limitations

as analytical tools because they exclude the impact of depreciation and amortization expense and, in the case of EBITDA (loss), interest

and income taxes. They should not be considered in isolation or as a substitute for any measure reported under GAAP. The Company’s use

of capital assets makes depreciation and amortization expense a necessary element of its costs and its ability to generate income. Because

of these limitations, the Company uses EBITDA (loss) and Adjusted Gross Margin only in conjunction with GAAP measures of performance,

such as net loss and gross margin. In addition, other companies may calculate similarly titled measures differently, so the Company’s

non-GAAP financial measures may not be comparable to those of other companies.

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