Rocky Mountain Chocolate Factory, Inc.
4.60%
356,100
1616262
77467X101
Sep 15, 2025
Sep 17, 2025, 08:45 AM
Reporting Persons (2)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Radoff Family Foundation | CO | 4.60% | 356,000 | 0 | 356,000 |
| Radoff Bradley Louis | Individual | 4.60% | 356,100 | 100 | 356,000 |
Disclosure Items (4)
Common Stock, par value $0.001 per share
Rocky Mountain Chocolate Factory, Inc.
265 TURNER DRIVE, DURANGO, CO, 80202
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 356,000 Shares directly owned by the Radoff Foundation is approximately $748,155, 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 100 Shares directly owned by Mr. Radoff is approximately $583, including brokerage commissions.
Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based on 7,793,924 Shares outstanding as of July 11, 2025, which is the total number of Shares outstanding as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 15, 2025. As of the date hereof, the Radoff Foundation directly beneficially owned 356,000 Shares, constituting approximately 4.6% of the Shares outstanding. As of the date hereof, Mr. Radoff directly beneficially owned 100 Shares, constituting approximately 0.001% of the Shares outstanding. Mr. Radoff, as a director of the Radoff Foundation, may be deemed to beneficially own the 356,000 Shares beneficially owned by the Radoff Foundation, which, together with the Shares he directly beneficially owns, constitutes an aggregate of 356,100 Shares, constituting approximately 4.6% of the Shares outstanding. 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 owners of any securities of the Issuer that he or it does not directly own. Each Reporting Person disclaims beneficial ownership of the Shares that he or it does not directly own.
Item 5(b) is hereby amended and restated to read as follows: Each of Radoff Foundation and Mr. Radoff may be deemed to share the power to vote and dispose of the Shares directly beneficially owned by the Radoff Foundation. Mr. Radoff has the sole power to vote and dispose of the Shares directly beneficially owned by him.
Item 5(c) is hereby amended and restated to read as follows: The transactions in securities of the Issuer by the Reporting Persons during the past 60 days are set forth in Exhibit 2 and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise noted therein.
Item 5(e) is hereby amended and restated to read as follows: As of September 16, 2025, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares.
Item 7 is hereby amended to add the following exhibit: 2 - Transactions in Securities.