Sec Form 13D Filing - Radoff Bradley Louis filing for Rocky Mountain Chocolate Factory Inc. (RMCF) - 2023-08-04

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

 

(Amendment No. 9)¹

 

Rocky Mountain Chocolate Factory, Inc.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

77467X101

(CUSIP Number)

 

BRADLEY L. RADOFF

2727 Kirby Drive

Unit 29L

Houston, Texas 77098

 

RYAN NEBEL

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

August 3, 2023

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

(Continued on following pages)

 

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¹              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

  

	1		NAME OF REPORTING PERSON
				Bradley L. Radoff
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				PF
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				USA
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							458,548
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				9		SOLE DISPOSITIVE POWER
							458,548
				10		SHARED DISPOSITIVE POWER
							- 0 -
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				458,548
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				7.3%
	14		TYPE OF REPORTING PERSON
				IN

  

  

The following constitutes Amendment No. 9 to the Schedule 13D filed by the undersigned (“Amendment No. 9”). This Amendment No. 9 amends the Schedule 13D as specifically set forth herein.

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby amended and restated to read as follows:

 

The Shares purchased 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 458,548 Shares directly owned by Mr. Radoff is approximately $3,291,117, including brokerage commissions.

 

Item 4.

Purpose of Transaction.

 

Item 4 is hereby amended to add the following:

 

On August 3, 2023, the Board of Directors of the Issuer granted Mr. Radoff a waiver from the applicability of certain of the standstill provisions under the Settlement Agreement and Release, dated December 14, 2022, to permit Mr. Radoff to sell up to 200,000 Shares to a purchaser who may beneficially own 4.9% or more of the outstanding Shares, subject to certain restrictions. Accordingly, on August 3, 2023, Mr. Radoff sold 151,000 Shares pursuant to such waiver.

 

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 Mr. Radoff is based upon 6,293,110 Shares outstanding as of July 10, 2023, 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 14, 2023.

 

Mr. Radoff

 

(a)

As of the date hereof, Mr. Radoff directly beneficially owned 458,548 Shares.

 

Percentage: Approximately 7.3%

 

(b)

1. Sole power to vote or direct vote: 458,548 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 458,548 4. Shared power to dispose or direct the disposition: 0

 

(c)

The transactions in the Shares by Mr. Radoff during the past 60 days are set forth on Schedule A and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise noted herein.

  

 

SIGNATURES

 

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 4, 2023

 

	/s/ Bradley L. Radoff
	Bradley L. Radoff

 

 

 

SCHEDULE A

 

Transactions in the Shares During the Past 60 Days

 

Nature of the Transaction

Amount of Securities Purchased/(Sold)

Price ($)

Date of Purchase/Sale

 

BRADLEY L. RADOFF

 

Sale of Common Stock

151,000

5.9100

08/03/2023