Bradley L. Radoff Expresses Concern Over Recent Insider Transactions by Chair Jeffrey Geygan and Other Directors of Rocky Mountain Chocolate Factory
2022年11月8日 - 10:00PM
ビジネスワイヤ(英語)
Spotlights Insider Stock Purchases in the
Days and Weeks Ahead of the Disclosed Termination of the Company’s
Material Agreements with Edible Arrangements
Urges Board to Establish a Special Committee
to Investigate Whether Chair Geygan, CEO Robert Sarlls and
Directors Mark Riegel and Brett Seabert Violated the Company’s
Insider Trading Policy
Bradley L. Radoff, who owns approximately 9.9% of the
outstanding shares of Rocky Mountain Chocolate Factory, Inc.
(NASDAQ: RMCF) ("Rocky Mountain" or the "Company") and is the
Company’s largest stockholder, today issued the following statement
regarding recent questionable stock purchases by Chair Jeffrey
Geygan and certain other members of the Company’s Board of
Directors (the “Board”):
“I find it extremely concerning that Chair Geygan and his
affiliates were buying stock in between when Rocky Mountain
privately terminated its exclusive supplier and ecommerce licensing
agreements with Edible Arrangements, LLC (“Edible Arrangements”) on
November 1, 2022 and when the Company eventually publicly disclosed
the termination via an 8-K after 5:00 PM Eastern on November 3,
2022.
According to a 13D/A filed by Chair Geygan’s investment entity
on November 4th, he and his affiliates bought more than 10,000
shares of the Company’s common stock on November 2nd – a date on
which the market was unaware of the material termination notice
sent to Edible Arrangements.
I also find it concerning that Chair Geygan (through his entity)
and Board members Mark Riegel, Robert Sarlls (who is Chief
Executive Officer) and Brett Seabert were buying stock during the
second half of October, which is a time I presume the Board was
considering the termination of the material relationship with
Edible Arrangements. It is important to highlight that Rocky
Mountain’s own insider trading policy within its Code of Conduct
states that ‘[i]f an employee, officer or director is in possession
of material inside information that the Company has not yet
disclosed to the public, he or she generally may not purchase or
sell any of the securities of the Company or ‘tip’ others to trade
in Company stock.’1
In my view, these transactions raise serious questions that must
be answered. I believe a special committee comprised of Gabriel
Arreaga and Sandra Elizabeth Taylor – the only directors not to
have engaged in any recent insider transactions – should retain
independent counsel to investigate these seemingly concerning
developments.” ___________________________
1
https://d1io3yog0oux5.cloudfront.net/_32b98d431a6371a05e52fa3253e83f31/rmcf/db/2234/20677/file/Code_of_Conduct_6-04.pdf
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version on businesswire.com: https://www.businesswire.com/news/home/20221108005524/en/
Longacre Square Partners Greg Marose, 646-386-0091
gmarose@longacresquare.com
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