Rocky Mountain Chocolate Factory (RMCF) Form 3 Rocky Mountain Chocolate Factory / Bradley Louis Radoff ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Radoff Bradley Louis

(Last) (First) (Middle)

2727 KIRBY DRIVE

UNIT 29L

(Street)

HOUSTON TX 77098

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/15/2024

3. Issuer Name and Ticker or Trading Symbol
Rocky Mountain Chocolate Factory, Inc. [ RMCF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.001 par value per share(1)	462,548	D
Common Stock, $0.001 par value per share(1)	299,817	I	By The Radoff Family Foundation(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Radoff Bradley Louis

(Last) (First) (Middle)

2727 KIRBY DRIVE

UNIT 29L

(Street)

HOUSTON TX 77098

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Radoff Family Foundation

(Last) (First) (Middle)

2727 KIRBY DRIVE

UNIT 29L

(Street)

HOUSTON TX 77098

(City) (State) (Zip)

Explanation of Responses:

1. This Form 3 is filed jointly by The Radoff Family Foundation ("Radoff Foundation") and Bradley L. Radoff (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

2. Represents securities owned directly by Radoff Foundation. Mr. Radoff, as a director of Radoff Foundation, may be deemed the beneficial owner of the securities owned by Radoff Foundation.

	/s/ Bradley L. Radoff	10/25/2024
	The Radoff Family Foundation, By: /s/ Bradley L. Radoff, Director	10/25/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.