SEC Form SC 13D/A filed by Rocky Mountain Chocolate Factory Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 10)*
| Rocky Mountain Chocolate Factory, Inc. |
| (Name of Issuer) |
| Common Stock, $0.001 par value per share |
| (Title of Class of Securities) |
| 77467X101 |
| (CUSIP Number) |
| Global Value Investment Corp. |
| 1433 N. Water Street, Suite 400 |
| Milwaukee, WI 53202 |
| (262) 478-0640 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
January 31, 2024 |
| (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* 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 (“Act”) 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).
| Page 1 of 12 |
| CUSIP No. 77467X101 | 13D | Page 2 of 12 |
(1) NAMES OF REPORTING PERSONS Global Value Investment Corp. | ||
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o | ||
| (3) SEC USE ONLY | ||
(4) SOURCE OF FUNDS (see instructions) WC, OO | ||
| (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o | ||
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) SOLE VOTING POWER |
| 0 shares | |
| (8) SHARED VOTING POWER | |
| 1,057,972 shares | |
| (9) SOLE DISPOSITIVE POWER | |
| 0 shares | |
| (10) SHARED DISPOSITIVE POWER | |
| 1,057,972 shares |
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,057,972 shares |
| (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o |
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.75%* |
(14) TYPE OF REPORTING PERSON (see instructions) IA |
* Percentage calculated is based on 6,315,259 shares of common stock, par value $0.001 per share outstanding as of January 15, 2024, as reported in the Form 10-Q for the fiscal quarter ended November 30, 2023, of Rocky Mountain Chocolate Factory, Inc.
| Page 2 of 12 |
| CUSIP No. 77467X101 | 13D | Page 3 of 12 |
(1) NAMES OF REPORTING PERSONS GVP 2021-A, L.P. | ||
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o | ||
| (3) SEC USE ONLY | ||
(4) SOURCE OF FUNDS (see instructions) WC, OO | ||
| (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) SOLE VOTING POWER |
| 0 shares | |
| (8) SHARED VOTING POWER | |
| 135,820 shares | |
| (9) SOLE DISPOSITIVE POWER | |
| 0 shares | |
| (10) SHARED DISPOSITIVE POWER | |
| 135,820 shares |
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 135,820 shares |
| (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.15%* |
(14) TYPE OF REPORTING PERSON (see instructions) PN |
* Percentage calculated is based on 6,315,259 shares of common stock, par value $0.001 per share outstanding as of January 15, 2024, as reported in the Form 10-Q for the fiscal quarter ended November 30, 2023, of Rocky Mountain Chocolate Factory, Inc.
| Page 3 of 12 |
| CUSIP No. 77467X101 | 13D | Page 4 of 12 |
(1) NAMES OF REPORTING PERSONS GVP 2021-A, L.L.C. | ||
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ | ||
| (3) SEC USE ONLY | ||
(4) SOURCE OF FUNDS (see instructions) WC, OO | ||
| (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) SOLE VOTING POWER |
| 0 shares | |
| (8) SHARED VOTING POWER | |
| 135,820 shares | |
| (9) SOLE DISPOSITIVE POWER | |
| 0 shares | |
| (10) SHARED DISPOSITIVE POWER | |
| 135,820 shares |
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 135,820 shares |
| (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.15%* |
(14) TYPE OF REPORTING PERSON (see instructions) OO |
* Percentage calculated is based on 6,315,259 shares of common stock, par value $0.001 per share outstanding as of January 15, 2024, as reported in the Form 10-Q for the fiscal quarter ended November 30, 2023, of Rocky Mountain Chocolate Factory, Inc.
| Page 4 of 12 |
| CUSIP No. 77467X101 | 13D | Page 5 of 12 |
(1) NAMES OF REPORTING PERSONS Jeffrey R. Geygan | ||
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o | ||
| (3) SEC USE ONLY | ||
(4) SOURCE OF FUNDS (see instructions) PF, OO | ||
| (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o | ||
(6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) SOLE VOTING POWER |
| 0 shares | |
| (8) SHARED VOTING POWER | |
| 1,057,972 shares | |
| (9) SOLE DISPOSITIVE POWER | |
| 0 shares | |
| (10) SHARED DISPOSITIVE POWER | |
1,057,972 shares |
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,057,972 shares |
| (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o |
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.75%* |
(14) TYPE OF REPORTING PERSON (see instructions) IN |
* Percentage calculated is based on 6,315,259 shares of common stock, par value $0.001 per share outstanding as of January 15, 2024, as reported in the Form 10-Q for the fiscal quarter ended November 30, 2023, of Rocky Mountain Chocolate Factory, Inc.
| Page 5 of 12 |
| CUSIP No. 77467X101 | 13D | Page 6 of 12 |
(1) NAMES OF REPORTING PERSONS James P. Geygan | ||
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ | ||
| (3) SEC USE ONLY | ||
(4) SOURCE OF FUNDS (see instructions) PF, OO | ||
| (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ | ||
(6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) SOLE VOTING POWER |
| 0 shares | |
| (8) SHARED VOTING POWER | |
1,057,972 shares | |
| (9) SOLE DISPOSITIVE POWER | |
| 0 shares | |
| (10) SHARED DISPOSITIVE POWER | |
1,057,972 shares |
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,057,972 shares |
| (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.75%* |
(14) TYPE OF REPORTING PERSON (see instructions) IN |
* Percentage calculated is based on 6,315,259 shares of common stock, par value $0.001 per share outstanding as of January 15, 2024, as reported in the Form 10-Q for the fiscal quarter ended November 30, 2023, of Rocky Mountain Chocolate Factory, Inc.
| Page 6 of 12 |
| CUSIP No. 77467X101 | 13D | Page 7 of 12 |
(1) NAMES OF REPORTING PERSONS Stacy A. Wilke | ||
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o | ||
| (3) SEC USE ONLY | ||
(4) SOURCE OF FUNDS (see instructions) PF | ||
| (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o | ||
(6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) SOLE VOTING POWER |
| 0 shares | |
| (8) SHARED VOTING POWER | |
| 1,630 shares | |
| (9) SOLE DISPOSITIVE POWER | |
| 0 shares | |
| (10) SHARED DISPOSITIVE POWER | |
| 1,630 shares |
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,630 shares |
| (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o |
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%* |
(14) TYPE OF REPORTING PERSON (see instructions) IN |
* Percentage calculated is based on 6,315,259 shares of common stock, par value $0.001 per share outstanding as of January 15, 2024, as reported in the Form 10-Q for the fiscal quarter ended November 30, 2023, of Rocky Mountain Chocolate Factory, Inc.
| Page 7 of 12 |
| CUSIP No. 77467X101 | 13D | Page 8 of 12 |
(1) NAMES OF REPORTING PERSONS Kathleen M. Geygan | ||
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o | ||
| (3) SEC USE ONLY | ||
(4) SOURCE OF FUNDS (see instructions) PF | ||
| (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o | ||
(6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) SOLE VOTING POWER |
| 0 shares | |
| (8) SHARED VOTING POWER | |
32,660 shares | |
| (9) SOLE DISPOSITIVE POWER | |
| 0 shares | |
| (10) SHARED DISPOSITIVE POWER | |
32,660 shares |
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,660 shares |
| (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) o |
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%* |
(14) TYPE OF REPORTING PERSON (see instructions) IN |
* Percentage calculated is based on 6,315,259 shares of common stock, par value $0.001 per share outstanding as of January 15, 2024, as reported in the Form 10-Q for the fiscal quarter ended November 30, 2023, of Rocky Mountain Chocolate Factory, Inc.
| Page 8 of 12 |
| CUSIP No. 77467X101 | 13D | Page 9 of 12 |
(1) NAMES OF REPORTING PERSONS Shawn G. Rice | ||
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ | ||
| (3) SEC USE ONLY | ||
(4) SOURCE OF FUNDS (see instructions) 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 United States of America | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) SOLE VOTING POWER |
| 0 shares | |
| (8) SHARED VOTING POWER | |
| 4,530 shares | |
| (9) SOLE DISPOSITIVE POWER | |
| 0 shares | |
| (10) SHARED DISPOSITIVE POWER | |
| 4,530 shares |
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,530 shares |
| (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%* |
(14) TYPE OF REPORTING PERSON (see instructions) IN |
* Percentage calculated is based on 6,315,259 shares of common stock, par value $0.001 per share outstanding as of January 15, 2024, as reported in the Form 10-Q for the fiscal quarter ended November 30, 2023, of Rocky Mountain Chocolate Factory, Inc.
| Page 9 of 12 |
EXPLANATORY NOTE
This Amendment No. 10 (this “Amendment”) amends and supplements the Schedule 13D filed on June 21, 2021, as amended on June 25, 2021, July 27, 2021, August 16, 2021, October 5, 2021, November 4, 2022, July 21, 2023, July 31, 2023, August 7, 2023, and November 14, 2023 (as amended, the “Schedule 13D”), by the Reporting Persons relating to the Common Stock of the Issuer. Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated, or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is amended and restated as follows:
All of the shares of Common Stock to which this Statement relates were purchased on behalf of the applicable Reporting Persons using the investment or personal capital of the Reporting Persons. Such shares of Common Stock are or may be held from time to time in margin accounts established with their respective brokers or banks, and a portion of the purchase price for the Common Stock may have been obtained through margin borrowing. Common Stock positions held in margin accounts may be pledged as collateral security for the repayment of debit balances in the margin accounts. The aggregate purchase price of the 1,057,972 shares of Common Stock acquired was approximately $6,446,096.26 (excluding commissions).
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is amended and restated as follows:
| (a) | and (b) The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement are incorporated herein by reference. As of 4:00 p.m., Eastern time, on February 2, 2024, the Reporting Persons beneficially owned 1,057,972 shares of Common Stock, representing approximately 16.75% of the outstanding shares of Common Stock. The percentage in this paragraph relating to beneficial ownership of Common Stock is based on 6,315,259 shares of Common Stock outstanding as of January 15, 2024, as reported in the Form 10-Q for the fiscal quarter ended November 30, 2023, of the Issuer. |
Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed to be the beneficial owner of the shares of Common Stock directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his, her or its pecuniary interest therein.
| (c) | Except as set forth in Schedule A, none of the Reporting Persons has effected any transactions in the Common Stock in the 60 days prior to the date of this Statement. |
| (d) | No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement. |
| (e) | Not applicable. |
| Page 10 of 12 |
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: February 2, 2024
| GLOBAL VALUE INVESTMENT CORP. | ||
| By: | /s/ Jeffrey R. Geygan | |
| Name: Jeffrey R. Geygan | ||
| Title: Chief Executive Officer | ||
GVP 2021-A, L.P. By GVP 2021-A, L.L.C. By GLOBAL VALUE INVESTMENT CORP. | ||
| By: | /s/ Jeffrey R. Geygan | |
| Name: Jeffrey R. Geygan | ||
| Title: Chief Executive Officer | ||
GVP 2021-A, L.L.C. By GLOBAL VALUE INVESTMENT CORP. | ||
| By: | /s/ Jeffrey R. Geygan | |
| Name: Jeffrey R. Geygan | ||
| Title: Chief Executive Officer | ||
| /s/ Jeffrey R. Geygan | ||
| Jeffrey R. Geygan | ||
| /s/ James P. Geygan | ||
| James P. Geygan | ||
| /s/ Stacy A. Wilke | ||
| Stacy A. Wilke | ||
| /s/ Kathleen M. Geygan | ||
| Kathleen M. Geygan | ||
| /s/ Shawn G. Rice | ||
Shawn G. Rice | ||
| Page 11 of 12 |
Schedule A
Transactions by the Reporting Persons in the Past 60 Days
The following table sets forth all transactions with respect to the Common Stock effected in the last 60 days by or on behalf of the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., Eastern time, on February 2, 2024. Unless otherwise indicated, all such transactions were effected in the open market.
| Person
Effecting the Transaction |
Transaction
Date |
Nature of Transaction | Securities
Transacted |
Price
per Share | ||||
| GVIC | 01/31/2024 | Purchase of Common Stock | 72,491 | $4.09(1) | ||||
| Mr. Jeffrey Geygan | 01/31/2024 | Purchase of Common Stock | 745 | $4.09(1) | ||||
| Ms. Kathleen Geygan | 01/31/2024 | Purchase of Common Stock | 625 | $4.09(1) | ||||
| Ms. Stacy Wilke | 01/31/2024 | Purchase of Common Stock | 555 | $4.09(1) | ||||
| Mr. Shawn Rice | 01/31/2024 | Purchase of Common Stock | 425 | $4.09(1) | ||||
| GVIC | 02/01/2024 | Purchase of Common Stock | 31,030 | $4.08(1) | ||||
| Ms. Stacy Wilke | 02/01/2024 | Purchase of Common Stock | 50 | $4.08(1) | ||||
| Mr. Shawn Rice | 02/01/2024 | Purchase of Common Stock | 1,120 | $4.08(1) | ||||
| GVIC | 02/01/2024 | Disposal of Common Stock(2) | 445 | N/A(2) |
______________________
(1) This purchase price represents the weighted average purchase price of the shares purchased. Upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, the Reporting Persons will provide full information regarding the number of shares purchased at each separate price within the range set forth in this Statement.
(2) As of February 1, 2024, certain separately managed accounts terminated their relationship with, and are no longer advised by, GVIC. The positions held in such accounts are therefore no longer included herein. No price per share was associated with this disposal.
Page 12 of 12