Radoff Amends Rocky Mountain Chocolate Factory Filing

TL;DR

Radoff filed an update on RMCF. Ownership details TBD.

AI Summary

Bradley L. Radoff, through Olshan Frome Wolosky LLP, filed Amendment No. 11 to Schedule 13D on August 13, 2024, regarding Rocky Mountain Chocolate Factory, Inc. The filing indicates a change in beneficial ownership as of August 7, 2024, but specific details on the nature of the change or the exact percentage of ownership are not provided in this excerpt.

Why It Matters

This filing signals potential shifts in control or significant investment activity in Rocky Mountain Chocolate Factory, Inc., which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or changes in control, introducing uncertainty.

Key Players & Entities

• Bradley L. Radoff (person) — Filing party
• Rocky Mountain Chocolate Factory, Inc. (company) — Subject company
• Olshan Frome Wolosky LLP (company) — Legal representative for filing party
• August 13, 2024 (date) — Filing date
• August 7, 2024 (date) — Date of event requiring filing

FAQ

Key Financial Figures

• $0.001 — ame of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securiti
• $401,825 — the Radoff Foundation is approximately $401,825, including brokerage commissions. The
• $3,305,254 — ly owned by Mr. Radoff is approximately $3,305,254, including brokerage commissions. Item

Filing Documents

• sc13da1109076041_08132024.htm (SC 13D/A) — 74KB
• 0001193805-24-001029.txt ( ) — 75KB

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 177,000 Shares directly owned by the Radoff Foundation is approximately $401,825, including brokerage commissions. 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 $3,305,254, 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 7,591,595 Shares believed to be outstanding as of August 6, 2024, which consists of (i) 6,341,595 Shares outstanding as of July 11, 2024 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 15, 2024 and (ii) 1,250,000 Shares issued in connection with the Issuer’s private placement on August 6, 2024 as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 7, 2024. A. The Radoff Foundation (a) As of the date hereof, the Radoff Foundation beneficially owns directly 177,000 Shares. Percentage: Approximately 2.3% (b) 1. Sole power to vote or direct vote: 177,000 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 177,000 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 177,000 Shares owned by the Radoff Foundation. Percentage: Approximately 8.4% (b) 1. Sole power to vote or direct vote: 639,548 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 639,548 4. Shared power to dispose or direct the disposition: 0 4 CUSIP No. 77467X101 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 secur

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: August 13, 2024 The Radoff Family Foundation By: /s/ Bradley L. Radoff Name: Bradley L. Radoff Title: Director /s/ Bradley L. Radoff Bradley L. Radoff 6 CUSIP No. 77467X101 SCHEDULE B Transactions in the Securities of the Issuer Since the Filing of Amendment No. 10 to the Schedule 13D Nature of the Transaction Amount of Securities Purchased/(Sold) Price ($) Date of Purchase/Sale THE RADOFF FAMILY FOUNDATION Purchase of Common Stock 7,322 1.9954 07/23/2024 Purchase of Common Stock 5,000 2.0950 07/24/2024 Purchase of Common Stock 1,000 2.0883 07/25/2024 Purchase of Common Stock 19,991 1.7269 08/06/2024 Purchase of Common Stock 1,009 1.8243 08/12/2024

View Full Filing

View this SC 13D/A filing on SEC EDGAR