(Amendment No. 5)*
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.
* 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).
CUSIP
No. 77467X101 |
13D |
Page
2 of 13 |
(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 |
578,131
shares |
(9) SOLE
DISPOSITIVE POWER |
0
shares |
(10) SHARED
DISPOSITIVE POWER |
578,131
shares |
(11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
578,131 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)
9.27%* |
(14) TYPE
OF REPORTING PERSON (see instructions)
IA |
* Percentage calculated is based on 6,238,776 shares of common stock, par value
$0.001 per share outstanding as of October 10, 2022, as reported in the Form 10-Q for the fiscal quarter ended August 31, 2022, of Rocky
Mountain Chocolate Factory, Inc.
CUSIP
No. 77467X101 |
13D |
Page
3 of 13 |
(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)
2.18%* |
(14) TYPE
OF REPORTING PERSON (see instructions)
PN |
* Percentage calculated is based on 6,238,776 shares of common stock, par value
$0.001 per share outstanding as of October 10, 2022, as reported in the Form 10-Q for the fiscal quarter ended August 31, 2022, of Rocky
Mountain Chocolate Factory, Inc.
CUSIP
No. 77467X101 |
13D |
Page
4 of 13 |
(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)
2.18%*
|
(14) TYPE
OF REPORTING PERSON (see instructions)
OO |
* Percentage calculated is based on 6,238,776 shares of common stock, par value
$0.001 per share outstanding as of October 10, 2022, as reported in the Form 10-Q for the fiscal quarter ended August 31, 2022, of Rocky
Mountain Chocolate Factory, Inc.
CUSIP
No. 77467X101 |
13D |
Page
5 of 13 |
(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 |
578,131
shares |
(9) SOLE
DISPOSITIVE POWER |
0
shares |
(10) SHARED
DISPOSITIVE POWER |
578,131
shares |
(11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
578,131 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)
9.27%* |
(14) TYPE
OF REPORTING PERSON (see instructions)
IN |
* Percentage calculated is based on 6,238,776 shares of common stock, par value
$0.001 per share outstanding as of October 10, 2022, as reported in the Form 10-Q for the fiscal quarter ended August 31, 2022, of Rocky
Mountain Chocolate Factory, Inc.
CUSIP
No. 77467X101 |
13D |
Page
6 of 13 |
(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 |
578,131
shares |
(9) SOLE
DISPOSITIVE POWER |
0
shares |
(10) SHARED
DISPOSITIVE POWER |
578,131
shares |
(11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
578,131 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)
9.27%* |
(14) TYPE
OF REPORTING PERSON (see instructions)
IN |
|
|
|
|
* Percentage calculated is based on 6,238,776 shares of common stock, par value
$0.001 per share outstanding as of October 10, 2022, as reported in the Form 10-Q for the fiscal quarter ended August 31, 2022, of Rocky
Mountain Chocolate Factory, Inc.
CUSIP
No. 77467X101 |
13D |
Page
7 of 13 |
(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 |
740
shares |
(9) SOLE
DISPOSITIVE POWER |
0
shares |
(10) SHARED
DISPOSITIVE POWER |
740
shares |
(11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
740 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 6,238,776 shares of common stock, par value
$0.001 per share outstanding as of October 10, 2022, as reported in the Form 10-Q for the fiscal quarter ended August 31, 2022, of Rocky
Mountain Chocolate Factory, Inc.
CUSIP
No. 77467X101 |
13D |
Page
8 of 13 |
(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 |
14,943
shares |
(9) SOLE
DISPOSITIVE POWER |
0
shares |
(10) SHARED
DISPOSITIVE POWER |
14,943
shares |
(11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,943 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 6,238,776 shares of common stock, par value
$0.001 per share outstanding as of October 10, 2022, as reported in the Form 10-Q for the fiscal quarter ended August 31, 2022, of Rocky
Mountain Chocolate Factory, Inc.
EXPLANATORY NOTE
This Amendment No. 5 (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, and October 5, 2021 (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 2. | Identity and Background. |
Item 2 is amended restated as follows:
This Statement is filed by:
| (i) | Global Value Investment Corp., a Delaware corporation (“GVIC”); |
| (ii) | GVP 2021-A, L.P., a Delaware limited partnership; |
| (iii) | GVP 2021-A, L.L.C., a Delaware limited liability company; |
| (iv) | Jeffrey R. Geygan, who serves as the chief executive officer
and a director of GVIC; |
| (v) | James P. Geygan, who serves as the chief operating officer
of GVIC; |
| (vi) | Stacy A. Wilke, who serves as the chief financial officer
of GVIC; |
| (vii) | Kathleen M. Geygan, who serves as a director of GVIC; |
Each
of the foregoing is referred to as a “Reporting Person” and collectively as the
“Reporting Persons.”
GVIC serves as investment adviser to managed accounts (collectively,
the “Accounts”), and may be deemed to have beneficial ownership over the Common Stock held for the Accounts.
GVIC
is the sole member of GVP 2021-A, L.L.C, which is the general partner of GVP 2021-A, L.P.
GVIC may therefore be deemed to have beneficial ownership of the shares of Common Stock held
by GVP 2021-A, L.P.
Mr. Jeffrey Geygan, Mr. James Geygan, Ms. Wilke and Ms.
Geygan each own shares of Common Stock in their individual capacities. These shares may be deemed to be indirectly beneficial owned by
GVIC.
Mr. Jeffrey Geygan and Ms. Geygan are the directors of
GVIC. Mr. Jeffrey Geygan, Mr. James Geygan and Ms. Wilke are the executive officers of GVIC. As a result of his ownership interest in
GVIC, Mr. Jeffrey Geygan is the controlling person of GVIC. Mr. Jeffrey Geygan is also the controlling person of GVP 2021-A, L.L.C.,
which is the general partner of GVP 2021-A, L.P.
| (b) | Residence or Business Address
The address of the principal business and principal office of each of the Reporting Persons
is c/o Global Value Investment Corp., 1433 N. Water Street, Suite 400, Milwaukee, WI 53202. |
| (c) | Present Principal Occupation or Employment and the Name,
Principal Business and Address of any Corporation or Other Organization in Which Such Employment
Is Conducted
The principal business of GVIC is acting as an investment manager.
The principal business of GVP 2021-A, L.P. is acting as an investment partnership.
|
| | The principal business of GVP 2021-A, L.L.C. is acting as the general
partner of GVP 2021-A, L.P.
The principal occupation of Jeffrey R. Geygan is acting as the chief executive officer of
GVIC.
The principal occupation of James P. Geygan is acting as the chief operating officer of GVIC.
The principal occupation of Stacy A. Wilke is acting as the chief financial officer of GVIC.
The principal occupation of Kathleen M. Geygan is acting as a director of GVIC.
|
| | Criminal Convictions
During the past five years, none of the Reporting Persons has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). |
| (d) | Civil Proceedings
During the past five years, none of the Reporting Persons has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding such person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws. |
| (e) | Citizenship
Mr. Jeffrey Geygan,
Mr. James Geygan, Ms. Wilke, and Ms. Geygan are citizens of the United States of America.
GVIC is a Delaware corporation. GVP 2021-A, L.P. is a Delaware limited partnership. GVP 2021-A,
L.L.C. is a Delaware limited liability company. |
| 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
578,131 shares of Common Stock acquired was approximately $3,940,858.69 (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 November 2, 2022, the Reporting Persons beneficially owned 578,131 shares of Common Stock,
representing approximately 9.27% of the outstanding shares of Common Stock. The percentage
in this paragraph relating to beneficial ownership of Common Stock is based on 6,238,776
shares of Common Stock outstanding as of October 10, 2022, as reported in the Form 10-Q for
the fiscal quarter ended August 31, 2022, 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. |
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: November 4, 2022
|
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 |
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 November 2, 2022. 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 |
|
10/17/2022 |
|
Purchase of Common Stock |
|
10,000 |
|
$5.98(1) |
GVIC |
|
10/19/2022 |
|
Purchase of Common Stock |
|
100 |
|
$6.00 |
GVIC |
|
10/20/2022 |
|
Purchase of Common Stock |
|
15,215 |
|
$6.14(1) |
GVIC |
|
10/31/2022 |
|
Purchase of Common Stock |
|
500 |
|
$6.50(1) |
GVIC |
|
11/1/2022 |
|
Purchase of Common Stock |
|
6 |
|
$6.55(1) |
GVIC |
|
11/2/2022 |
|
Purchase of Common Stock |
|
8,984 |
|
$6.59(1) |
Mr. Jeffrey Geygan |
|
11/2/2022 |
|
Purchase of Common Stock |
|
1,275 |
|
$6.59(1) |
Mr. James Geygan |
|
11/2/2022 |
|
Purchase of Common Stock |
|
360 |
|
$6.57(1) |
Ms. Stacy Wilke |
|
11/2/2022 |
|
Purchase of Common Stock |
|
100 |
|
$6.60 |
______________________
(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.
Page 13 of 13