Radoff Amends Stake in Rocky Mountain Chocolate Factory

TL;DR

Radoff just updated his RMCF filing - check for changes in his stake.

AI Summary

Bradley L. Radoff has filed Amendment No. 13 to the Schedule 13D for Rocky Mountain Chocolate Factory, Inc. (RMCF) on October 25, 2024. This filing indicates a change in beneficial ownership of RMCF's common stock. Radoff, based in Houston, Texas, is a significant shareholder.

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 changes, which can introduce volatility.

Key Players & Entities

• Bradley L. Radoff (person) — Filing party and significant shareholder
• 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
• $595,992 — the Radoff Foundation is approximately $595,992, including brokerage commissions. The
• $977,274 — ly owned by Mr. Radoff is approximately $977,274, including brokerage commissions. Item
• $2.7000 — ple transactions at prices ranging from $2.7000 to $2.7500, inclusive. The Reporting Pe
• $2 — tions at prices ranging from $2.7000 to $2.7500, inclusive. The Reporting Persons

Filing Documents

• sc13da1309076041_10252024.htm (SC 13D/A) — 75KB
• 0000921895-24-002366.txt ( ) — 76KB

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 290,000 Shares directly owned by the Radoff Foundation is approximately $595,992, 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 162,548 Shares directly owned by Mr. Radoff is approximately $977,274, 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 7,597,819 Shares outstanding as of October 10, 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 October 15, 2024. A. The Radoff Foundation (a) As of the date hereof, the Radoff Foundation beneficially owns directly 290,000 Shares. Percentage: Approximately 3.8% (b) 1. Sole power to vote or direct vote: 290,000 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 290,000 4. Shared power to dispose or direct the disposition: 0 B. Mr. Radoff (a) As of the date hereof, Mr. Radoff beneficially owns directly 162,548 Shares. As a director of the Radoff Foundation, Mr. Radoff may be deemed to beneficially own the 290,000 Shares owned by the Radoff Foundation. Percentage: Approximately 6.0% (b) 1. Sole power to vote or direct vote: 452,548 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 452,548 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. 12 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 25, 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. 12 to the Schedule 13D Nature of the Transaction Amount of Securities Purchased/(Sold) Price ($) Date of Purchase/Sale BRADLEY L. RADOFF Sale of Common Stock (12,400) 2.7000 10/23/2024 Sale of Common Stock (287,600) 2.7001 * 10/23/2024 THE RADOFF FAMILY FOUNDATION Purchase of Common Stock 15,000 2.0000 10/15/2024 Purchase of Common Stock 10,000 1.9983 10/15/2024 Purchase of Common Stock 10,000 2.0000 10/15/2024 Sale of Common Stock (2,000) 3.2500 10/25/2024 Sale of Common Stock (7,817) 3.2000 10/25/2024 * Represents a weighted average price. These Shares were sold in multiple transactions at prices ranging from $2.7000 to $2.7500, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth in this footnote.

View Full Filing

View this SC 13D/A filing on SEC EDGAR