Radoff Amends Rocky Mountain Chocolate Factory Stake

TL;DR

Radoff updated his 13D on RMCF, watch for more details.

AI Summary

Bradley L. Radoff, through an amendment filed on October 8, 2024, has updated his Schedule 13D regarding Rocky Mountain Chocolate Factory, Inc. The filing indicates a change in beneficial ownership, though specific new holdings or percentage changes are not detailed in this excerpt. Radoff's address is listed as Houston, Texas.

Why It Matters

Changes in beneficial ownership filings like this can signal shifts in investor sentiment or potential activist involvement, impacting the stock price of Rocky Mountain Chocolate Factory, Inc.

Risk Assessment

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

Key Players & Entities

• Bradley L. Radoff (person) — Filing party and beneficial owner
• Rocky Mountain Chocolate Factory, Inc. (company) — Subject company
• Ryan Nebel Olshan Frome Wolosky LLP (company) — Legal counsel for filing party

FAQ

Key Financial Figures

• $0.001 — ame of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securiti
• $562,458 — the Radoff Foundation is approximately $562,458, including brokerage commissions. The
• $3,305,254 — ly owned by Mr. Radoff is approximately $3,305,254, including brokerage commissions. Item

Filing Documents

• sc13da1209076041_10082024.htm (SC 13D/A) — 75KB
• 0000921895-24-002259.txt ( ) — 77KB

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 264,817 Shares directly owned by the Radoff Foundation is approximately $562,458, 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 outstanding as of August 21, 2024, which is the total number of Shares outstanding as reported in Amendment No. 1 to the Issuer’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 30, 2024. A. The Radoff Foundation (a) As of the date hereof, the Radoff Foundation beneficially owns directly 264,817 Shares. Percentage: Approximately 3.5% (b) 1. Sole power to vote or direct vote: 264,817 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 264,817 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 264,817 Shares owned by the Radoff Foundation. Percentage: Approximately 9.6% (b) 1. Sole power to vote or direct vote: 727,365 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 727,365 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 since the filing of Amendment No. 11 to the Schedule 13D. All of such transactions were effected in the open market unless otherwise noted therein. 4 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: October 8, 2024 The Radoff Family Foundation By: /s/ Bradley L. Radoff Name: Bradley L. Radoff Title: Director /s/ Bradley L. Radoff Bradley L. Radoff 5 CUSIP No. 77467X101 SCHEDULE B Transactions in the Securities of the Issuer Since the Filing of Amendment No. 11 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 3,183 1.8267 08/15/2024 Purchase of Common Stock 7,227 1.7908 09/17/2024 Purchase of Common Stock 10,000 1.7395 09/18/2024 Purchase of Common Stock 20,000 1.7594 09/18/2024 Purchase of Common Stock 20,000 1.7990 09/18/2024 Purchase of Common Stock 10,000 1.8315 09/19/2024 Purchase of Common Stock 1,984 1.8150 09/19/2024 Purchase of Common Stock 1,344 1.8173 09/20/2024 Purchase of Common Stock 10,000 2.0155 10/04/2024 Purchase of Common Stock 4,079 2.0490 10/07/2024

View Full Filing

View this SC 13D/A filing on SEC EDGAR