Rocky Mountain Chocolate settles with activist AB Value; appoints director, pays $1.075M

Rocky Mountain Chocolate Factory, Inc.

Settlement resolves two Delaware lawsuits between company and AB Value/Radoff.
Company pays $1,075,000 in fees to ABV-Radoff; mutual releases of claims.
Board to appoint a female director designated by ABV-Radoff with FMCG franchise experience.
Standstill period runs until 45 days before 2025 annual meeting; ABV-Radoff to vote with Board on most matters.
New director to serve on Nominating and Audit Committees; ABV-Radoff ownership capped (10% AB Value, 12.5% Radoff).

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Rocky Mountain Chocolate Factory, Inc. entered into Settlement Agreement and Release with Bradley L. Radoff, Andrew T. Berger, AB Value Partners, LP, AB Value Management LLC, and Mary Bradley valued at one million and seventy-five thousand dollars ($1,075,000.00) (effective 2022-12-14).

Action: entry
Agreement: settlement
Counterparty: Bradley L. Radoff, Andrew T. Berger, AB Value Partners, LP, AB Value Management LLC, and Mary Bradley
Value: one million and seventy-five thousand dollars ($1,075,000.00)
Effective: 2022-12-14

Exact text from the filing

On December 14, 2022 (the " Effective Date "), Rocky Mountain Chocolate Factory, Inc. (the “ Company ”) entered into a Settlement Agreement and Release (the “ Agreement ”), by and among the Company, Bradley L. Radoff, an individual (“ Radoff ”), Andrew T. Berger, an individual (“ Berger ”), AB Value Partners, LP (“ AB Value Partners ”), AB Value Management LLC (“ AB Value Management ” and, together with AB Value Partners, “ AB Value ” and, together with Radoff, “ ABV-Radoff ”), and Mary Bradley, an individual

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Rocky Mountain Chocolate Factory, Inc. filing history →

Source: SEC EDGAR

accession 0001437749-22-029201

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