Radoff Amends Stake in Rocky Mountain Chocolate Factory

TL;DR

Radoff updated his RMCF stake filing - watch for changes.

AI Summary

Bradley L. Radoff has filed Amendment No. 10 to the Schedule 13D for Rocky Mountain Chocolate Factory, Inc. (RMCF) on July 23, 2024. This filing indicates a change in beneficial ownership of RMCF's common stock. The specific details of the change in ownership, including the exact number of shares and percentage, are not fully detailed in the provided text but are updated as of June 28, 2024.

Why It Matters

Changes in beneficial ownership filings like this can signal shifts in control or influence over a company, potentially impacting its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often relate to activist investors or significant stake acquisitions, which can introduce volatility.

Key Players & Entities

• Rocky Mountain Chocolate Factory, Inc. (company) — Subject Company
• Bradley L. Radoff (person) — Filer
• Ryan Nebel Olshan Frome Wolosky LLP (company) — Legal Counsel
• June 28, 2024 (date) — Date of Event Which Requires Filing
• July 23, 2024 (date) — Filing Date

FAQ

Key Financial Figures

• $0.001 — ame of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securiti
• $338,288 — the Radoff Foundation is approximately $338,288, including brokerage commissions. 4
• $3,305,077 — ly owned by Mr. Radoff is approximately $3,305,077, including brokerage commissions. Item

Filing Documents

• sc13da1009076041_07232024.htm (SC 13D/A) — 88KB
• ex991to13da1009076041_072324.htm (EX-99.1) — 4KB
• 0000921895-24-001617.txt ( ) — 93KB

Identity and Background

Item 2. Identity and Background .

is hereby amended

Item 2 is hereby amended and restated to read as follows: (a) This (i) The Radoff Family Foundation, a Texas non-profit corporation (the “Radoff Foundation”), with respect to the Shares directly and beneficially owned by it; and (ii) Bradley L. Radoff, with respect to the Shares directly and beneficially owned by him and as a director of the Radoff Foundation. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal occupation or employment, principal business address and citizenship of the executive officers and directors of the Radoff Foundation. To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein. (b) The principal business address of each of the Reporting Persons is 2727 Kirby Drive, Unit 29L, Houston, Texas 77098. (c) The principal business of the Radoff Foundation is serving charitable purposes. The principal occupation of Mr. Radoff is serving as a private investor. (d) No Reporting Person, nor any person listed on Schedule A, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) No Reporting Person, nor any person listed on Schedule A, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future v

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration .

is hereby amended

Item 3 is hereby amended and restated to read as follows: The Shares purchased by the Radoff Foundation were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 142,678 Shares directly owned by the Radoff Foundation is approximately $338,288, including brokerage commissions. 4 CUSIP No. 77467X101 The Shares directly owned by Mr. Radoff were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 462,548 Shares directly owned by Mr. Radoff is approximately $3,305,077, including brokerage commissions.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . Items 5(a) – (c) are hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 6,341,595 Shares outstanding as of July 11, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 15, 2024. A. The Radoff Foundation (a) As of the date hereof, the Radoff Foundation beneficially owns directly 142,678 Shares. Percentage: Approximately 2.2% (b) 1. Sole power to vote or direct vote: 142,678 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 142,678 4. Shared power to dispose or direct the disposition: 0 B. Mr. Radoff (a) As of the date hereof, Mr. Radoff beneficially owns directly 462,548 Shares. As a director of the Radoff Foundation, Mr. Radoff may be deemed to beneficially own the 142,678 Shares owned by the Radoff Foundation. Percentage: Approximately 9.5% (b) 1. Sole power to vote or direct vote: 605,226 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 605,226 4. Shared power to dispose or direct the disposition: 0 The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial Shares that he or it does not directly own. (c) Schedule B annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past 60 days. All of such transactions were effected in the open market unless otherwise noted therein. 5 CUSIP No. 77467X101

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer .

is hereby amended

Item 6 is hereby amended to add the following: On July 23, 2024, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits .

is hereby amended

Item 7 is hereby amended to add the following exhibit: 99.1 Joint Filing Agreement, dated July 23, 2024. 6 CUSIP No. 77467X101

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: July 23, 2024 The Radoff Family Foundation By: /s/ Bradley L. Radoff Name: Bradley L. Radoff Title: Director /s/ Bradley L. Radoff Bradley L. Radoff 7 CUSIP No. 77467X101 SCHEDULE A Directors and Officers of The Radoff Family Foundation Name and Position Principal Occupation Principal Business Address Citizenship Bradley L. Radoff Director * Rose Radoff Director and Secretary Director and Secretary 2727 Kirby Drive, Unit 29L Houston, Texas 77098 United States Russell Radoff Director Medical Doctor Medical Clinic of Houston, L.L.P. 1701 Sunset Boulevard Houston, Texas 77005 United States * Mr. Radoff is a Reporting Person and, as such, the information with respect to Mr. Radoff called for by the Schedule 13D is set forth therein. CUSIP No. 77467X101 SCHEDULE B Transactions in the Securities of the Issuer During the Past 60 Days Nature of the Transaction Amount of Securities Purchased/(Sold) Price ($) Date of Purchase/Sale THE RADOFF FAMILY FOUNDATION Purchase of Common Stock 5,463 2.8982 06/05/2024 Purchase of Common Stock 5,000 2.9058 06/12/2024 Purchase of Common Stock 9,537 2.6428 06/13/2024 Purchase of Common Stock 10,000 2.5455 06/14/2024 Purchase of Common Stock 20,000 2.3346 06/27/2024 Purchase of Common Stock 15,000 2.3498 06/28/2024 Purchase of Common Stock 20,000 1.9524 07/09/2024 Purchase of Common Stock 1,579 2.1044 07/11/2024 Purchase of Common Stock 13,000 2.1313 07/16/2024 Purchase of Common Stock 3,099 1.9853 07/18/2024 Purchase of Common Stock 10,000 2.0967 07/19/2024 Purchase of Common Stock 20,000 2.0419 07/22/2024

View Full Filing

View this SC 13D/A filing on SEC EDGAR