(Amendment No. 3)*
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 18
|
(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
|
496,096
shares
|
(9) SOLE
DISPOSITIVE POWER
|
0
shares
|
(10) SHARED
DISPOSITIVE POWER
|
496,096
shares
|
(11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
496,096 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)
8.10%*
|
(14) TYPE
OF REPORTING PERSON (see instructions)
IA
|
* Percentage calculated is based on 6,124,288 shares of common stock,
par value $0.001 per share outstanding as of June 25, 2021, as reported in the Form 10-Q for the fiscal quarter ended May 31, 2021, of
Rocky Mountain Chocolate Factory, Inc.
CUSIP
No. 77467X101
|
13D
|
Page
3 of 18
|
(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
|
123,314
shares
|
(9) SOLE
DISPOSITIVE POWER
|
0
shares
|
(10) SHARED
DISPOSITIVE POWER
|
123,314
shares
|
(11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
123,314 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)
2.01%*
|
(14) TYPE
OF REPORTING PERSON (see instructions)
PN
|
* Percentage calculated is based on 6,124,288 shares of common stock,
par value $0.001 per share outstanding as of June 25, 2021, as reported in the Form 10-Q for the fiscal quarter ended May 31, 2021, of
Rocky Mountain Chocolate Factory, Inc.
CUSIP
No. 77467X101
|
13D
|
Page
4 of 18
|
(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
|
123,314
shares
|
(9) SOLE
DISPOSITIVE POWER
|
0
shares
|
(10) SHARED
DISPOSITIVE POWER
|
123,314
shares
|
(11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
123,314 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)
2.01%*
|
(14) TYPE
OF REPORTING PERSON (see instructions)
OO
|
* Percentage calculated is based on 6,124,288 shares of common stock,
par value $0.001 per share outstanding as of June 25, 2021, as reported in the Form 10-Q for the fiscal quarter ended May 31, 2021, of
Rocky Mountain Chocolate Factory, Inc.
CUSIP
No. 77467X101
|
13D
|
Page
5 of 18
|
(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
|
496,096
shares
|
(9) SOLE
DISPOSITIVE POWER
|
0
shares
|
(10) SHARED
DISPOSITIVE POWER
|
496,096
shares
|
(11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
496,096 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)
8.10%*
|
(14) TYPE
OF REPORTING PERSON (see instructions)
IN
|
* Percentage calculated is based on 6,124,288 shares of common stock,
par value $0.001 per share outstanding as of June 25, 2021, as reported in the Form 10-Q for the fiscal quarter ended May 31, 2021, of
Rocky Mountain Chocolate Factory, Inc.
CUSIP
No. 77467X101
|
13D
|
Page
6 of 18
|
(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
|
496,096
shares
|
(9) SOLE
DISPOSITIVE POWER
|
0
shares
|
(10) SHARED
DISPOSITIVE POWER
|
496,096
shares
|
(11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
496,096 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)
8.10%*
|
(14) TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
|
|
* Percentage calculated is based on 6,124,288 shares of common stock,
par value $0.001 per share outstanding as of June 25, 2021, as reported in the Form 10-Q for the fiscal quarter ended May 31, 2021, of
Rocky Mountain Chocolate Factory, Inc.
CUSIP
No. 77467X101
|
13D
|
Page
7 of 18
|
(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
|
730
shares
|
(9) SOLE
DISPOSITIVE POWER
|
0
shares
|
(10) SHARED
DISPOSITIVE POWER
|
730
shares
|
(11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
730 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 6,124,288 shares of common stock,
par value $0.001 per share outstanding as of June 25, 2021, as reported in the Form 10-Q for the fiscal quarter ended May 31, 2021, of
Rocky Mountain Chocolate Factory, Inc.
CUSIP
No. 77467X101
|
13D
|
Page
8 of 18
|
(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
|
10,600
shares
|
(9) SOLE
DISPOSITIVE POWER
|
0
shares
|
(10) SHARED
DISPOSITIVE POWER
|
10,600
shares
|
(11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,600 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 6,124,288 shares of common stock,
par value $0.001 per share outstanding as of June 25, 2021, as reported in the Form 10-Q for the fiscal quarter ended May 31, 2021, of
Rocky Mountain Chocolate Factory, Inc.
CUSIP
No. 77467X101
|
13D
|
Page
9 of 18
|
(1) NAMES
OF REPORTING PERSONS
Robert Sarlls
|
(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)
|
(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
|
0 shares
|
(9) SOLE
DISPOSITIVE POWER
|
0
shares
|
(10) SHARED
DISPOSITIVE POWER
|
0 shares
|
(11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 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)
0%*
|
(14) TYPE
OF REPORTING PERSON (see instructions)
IN
|
* Percentage calculated is based on 6,124,288 shares of common stock,
par value $0.001 per share outstanding as of June 25, 2021, as reported in the Form 10-Q for the fiscal quarter ended May 31, 2021, of
Rocky Mountain Chocolate Factory, Inc.
CUSIP
No. 77467X101
|
13D
|
Page
10 of 18
|
(1) NAMES
OF REPORTING PERSONS
Anthony Gray
|
(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)
|
(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
|
0
shares
|
(9) SOLE
DISPOSITIVE POWER
|
0
shares
|
(10) SHARED
DISPOSITIVE POWER
|
0
shares
|
(11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 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)
0%*
|
(14) TYPE
OF REPORTING PERSON (see instructions)
IN
|
* Percentage calculated is based on 6,124,288 shares of common stock,
par value $0.001 per share outstanding as of June 25, 2021, as reported in the Form 10-Q for the fiscal quarter ended May 31, 2021, of
Rocky Mountain Chocolate Factory, Inc.
CUSIP
No. 77467X101
|
13D
|
Page
11 of 18
|
(1) NAMES
OF REPORTING PERSONS
Marcelle Rademeyer
|
(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)
|
(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
Canada
|
NUMBER
OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
|
(7) SOLE
VOTING POWER
|
0
shares
|
(8) SHARED
VOTING POWER
|
0
shares
|
(9) SOLE
DISPOSITIVE POWER
|
0
shares
|
(10) SHARED
DISPOSITIVE POWER
|
0
shares
|
(11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 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)
0%*
|
(14) TYPE
OF REPORTING PERSON (see instructions)
IN
|
* Percentage calculated is based on 6,124,288 shares of common stock,
par value $0.001 per share outstanding as of June 25, 2021, as reported in the Form 10-Q for the fiscal quarter ended May 31, 2021, of
Rocky Mountain Chocolate Factory, Inc.
EXPLANATORY NOTE
This Amendment No. 3 (this “Amendment”)
amends and supplements the Schedule 13D filed on June 21, 2021, as amended on June 25, 2021 and July 27, 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, GVP 2021-A, L.P., GVP 2021-A, L.L.C., Mr. Jeffrey
Geygan, Mr. James Geygan, Ms. Wilke and Ms. Geygan are referred to collectively as the “GVIC
Persons.”
In connection with the Cooperation Agreement (as defined
in Item 4), Messrs. Sarlls and Gray and Ms. Rademeyer are no longer members of a “group” and will cease to be Reporting Persons
immediately after the filing of this Third Amendment. The remaining Reporting Persons (consisting solely of the GVIC Persons) will continue
filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable
law. Each of the remaining Reporting Persons is party to the Joint Filing Agreement, as further described in Item 4.
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 549, 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.
The principal occupation of Robert Sarlls is acting as the president and chief executive
officer of Wyandot, Inc., a manufacturer of better-for-you snacks and related products.
Anthony Gray is retired.
The principal occupation of Marcelle Rademeyer is acting as the president and chief executive
officer of Beauleigh Retail Consultants.
|
|
(d)
|
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).
|
|
(e)
|
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.
|
|
(f)
|
Citizenship
Mr. Jeffrey Geygan, Mr. James Geygan, Ms. Wilke, Ms. Geygan and Messrs. Sarlls and Gray are
citizens of the United States of America. Ms. Rademeyer is citizen of Canada. 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 496,096 shares of Common
Stock acquired was approximately $3,330,097.62 (excluding commissions).
|
Item 4.
|
Purpose of Transaction.
|
Item 4 is amended to add the following:
On
August 12, 2021 (the “Effective Date”), the Issuer entered into a cooperation
agreement (the “Cooperation Agreement”) with GVIC pertaining to, among other
things, the appointment of one director to the Board. Pursuant to the Cooperation Agreement,
subject to certain conditions, GVIC agreed to customary standstill and voting provisions.
The Cooperation Agreement was approved by a special committee of the Board comprised solely
of independent, disinterested directors with delegated authority (the “Special Committee”).
Pursuant to the Cooperation Agreement, on the Effective
Date, the Board appointed Jeffrey R. Geygan to serve as a member of the Board with a term expiring at the Issuer’s 2021 annual
meeting of stockholders (the “2021 Annual Meeting”).
As soon as reasonably practicable, but in no event later
than the filing of the definitive proxy statement with the Securities and Exchange Commission for the 2021 Annual Meeting, the Special
Committee will cause the Issuer to nominate and begin efforts to accommodate the successful election of Mr. Geygan as a director of the
Issuer at the 2021 Annual Meeting, with a term expiring at the Issuer’s 2022 annual meeting of stockholders (the “2022 Annual
Meeting”). The Issuer will use the same solicitation efforts on behalf of Mr. Geygan as for all other nominees at the 2021 Annual
Meeting. In addition, subject to certain conditions and requirements described in the Cooperation Agreement, GVIC will have certain replacement
rights in the event that Mr. Geygan is unable to serve as a director during the Standstill Period (as defined below).
The Issuer and GVIC agreed to a “Standstill Period”
commencing on the Effective Date and ending on the date that is the earliest of (i) the failure of the Issuer to appoint Mr. Geygan to
the Board within five business days of the Effective Date, (ii) the date that is 20 days prior to the beginning of the Issuer’s
advance notice period for the nomination of directors at the 2022 Annual Meeting, and (iii) a material breach by the Issuer of its obligations
under the Cooperation Agreement which (if capable of being cured) is not cured within 15 days after receipt by the Issuer of written
notice from GVIC specifying the material breach.
The Issuer and GVIC further agreed to customary mutual
non-disparagement provisions during the Standstill Period.
The Cooperation Agreement will remain in effect until
the date that is earliest of (i) the failure of the Issuer to appoint Mr. Geygan to the Board within five business days of the Effective
Date, (ii) the date that is 20 days prior to the beginning of the Issuer’s advance notice period for the nomination of directors
at the 2022 Annual Meeting, and (iii) a material breach by either party thereto of its obligations under the Cooperation Agreement which
(if capable of being cured) is not cured within 15 days after receipt by such breaching party of written notice from the other party
specifying the material breach.
Other elements of the Cooperation Agreement include,
among others:
|
·
|
GVIC’s agreement,
prior to the 2021 Annual Meeting, not to sell, dispose of or otherwise encumber any shares
of the Common Stock that it beneficially owns (or are beneficially owned by any of its affiliates
or associates), or otherwise encumber or restrict GVIC’s ability to vote such shares;
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|
·
|
GVIC’s agreement
to vote its shares of the Common Stock as recommended by the Board on any matter to be voted
on at any meetings of stockholders during the Standstill Period, including with respect to
the election of directors;
|
|
·
|
the Issuer’s
agreement, led and directed by the Special Committee, to continue its efforts through an
independent search firm (the “Director Search Firm”) to identity and appoint
and/or nominate two additional new, independent directors to the Board (other than Mr. Geygan)
(the “New Directors”), with such New Directors to be nominated for election as
directors at 2021 Annual Meeting;
|
|
·
|
the Issuer’s
agreement (acting through the Special Committee) to instruct the Director Search Firm to
include in the candidate pool being considered by the Director Search Firm (A) any candidates
nominated by GVIC (other than Mr. Geygan) or (B) suggested or nominated by other stockholders
of the Issuer;
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|
·
|
the Issuer’s
agreement to, as soon as reasonably practicable, hire an independent search firm to identify
a new President and Chief Executive Officer of the Issuer (the “Replacement CEO”)
to replace Bryan Merryman, the Issuer’s current President and Chief Executive Officer,
provided, that such search firm for the Replacement CEO search is not required to be the
same firm as the Director Search Firm; and
|
|
·
|
that from the Effective
Date until the 2021 Annual Meeting, the Special Committee will keep Mr. Geygan informed and
up-to-date on the search for the New Directors and seek Mr. Geygan’s input in connection
therewith.
|
During the term of the Cooperation Agreement, GVIC agreed,
subject to certain exceptions, to comply with certain customary standstill provisions, including, among other things:
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·
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not to, among other
things, (i) make, engage in, or in any way participate in, directly or indirectly, any “solicitation”
of “proxies” (as such terms are defined in Rule 14a-1 under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)), or consents to vote or advise,
(ii) encourage or influence any third party with respect to the voting of any shares of Voting
Securities (as defined in the Cooperation Agreement) for the election of individuals to the
Board or to approve stockholder proposals, (iii) become a “participant” in any
contested “solicitation” for the election of directors with respect to the Issuer
(as such terms are defined in the Exchange Act), or (iv) make or be the proponent of any
stockholder proposal;
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|
·
|
not form, join,
encourage, influence, advise or in any way participate in any “group” (as such
term is defined in Section 13(d)(3) of the Exchange Act);
|
|
·
|
not own 12.5% or
more of the Common Stock (as defined in the Cooperation Agreement) outstanding at such time;
|
|
·
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not effect or seek
to effect, offer or propose to effect, cause or participate in, or in any way assist or facilitate
any other person to effect or seek, offer or propose to effect or participate in, any tender
or exchange offer, merger, consolidation, acquisition, sale of all or substantially all assets
or sale, spinoff, split off, or other extraordinary transaction involving the Issuer or any
of its subsidiaries or joint ventures;
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|
·
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not take any public
action, or private action involving any third party, in support of or make any public proposal,
or private proposal involving any third party, or public request, or private request involving
any third party, regarding certain actions related to the Issuer, subject to certain exceptions;
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|
·
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not make any public
disclosure, announcement or statement regarding any intent, purpose, arrangement, plan or
proposal with respect to the Board, the Issuer, its management, policies or affairs, any
of its securities or assets or the Cooperation Agreement that is inconsistent with the Cooperation
Agreement; or
|
|
·
|
not take any action
which could cause or require the Issuer to make a public announcement regarding any of the
foregoing, publicly seek or request permission to do any of the foregoing.
|
The foregoing description of the Cooperation Agreement
is not complete and is qualified in its entirety by reference to the Cooperation Agreement, which is attached as Exhibit 7 and is incorporated
into this Item 4 by reference.
On August 12, 2021, the Issuer issued a press release
concerning the Cooperation Agreement. The press release is attached as Exhibit 8 and is incorporated into this Item 4 by reference.
On August 12, 2021, the Joint Filing and Solicitation
Agreement was terminated and the GVIC Persons entered into a Joint Filing Agreement in which the GVIC Persons agreed to the joint filing
on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable
law. A copy of this agreement is attached as Exhibit 9 and is incorporated in this Item 4 by reference.
|
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 August 13, 2021, the Reporting Persons beneficially owned 496,096 shares of Common Stock, representing
approximately 8.10% of the outstanding shares of Common Stock. The percentage in this paragraph relating to beneficial ownership of Common
Stock is based on 6,124,288 shares of Common Stock outstanding as of June 25, 2021, as reported in the Form 10-Q for the fiscal quarter
ended May 31, 2021, 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.
|
|
Item 7.
|
Material to be Filed as Exhibits.
|
Item 7 is amended to add the following:
Exhibit Number
|
|
Description
|
7
|
|
Cooperation Agreement, dated August 12, 2021, by and between Global Value Investment Corp. and Rocky
Mountain Chocolate Factory, Inc.
|
8
|
|
Press Release, dated August 12, 2021
|
9
|
|
Joint Filing Agreement
|
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: August 16, 2021
|
GLOBAL VALUE INVESTMENT CORP.
|
|
|
|
|
|
|
|
By:
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/s/ Jeffrey R. Geygan
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|
|
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
|
|
Stacy A. Wilke
|
|
|
|
|
|
/s/ Stacy A. Wilke
|
|
Stacy A. Wilke
|
|
|
|
|
|
|
/s/ Kathleen M. Geygan
|
|
Kathleen M. Geygan
|
|
|
|
|
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/s/ Robert Sarlls
|
|
Robert Sarlls
|
|
|
|
|
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/s/ Anthony Gray
|
|
Anthony Gray
|
|
|
|
|
|
/s/ Marcelle Rademeyer
|
|
Marcelle Rademeyer
|
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 August 16, 2021. Unless otherwise indicated, all such transactions were effected in the open market.
Person Effecting the
Transaction
|
|
Transaction
Date
|
|
Nature of Transaction
|
|
Securities
Purchased
|
|
Price per
Share
|
GVIC
|
|
06/22/2021
|
|
Purchase of Common Stock
|
|
39,895
|
|
$6.81(1)
|
Mr. Jeffrey Geygan (through trust)
|
|
06/22/2021
|
|
Purchase of Common Stock
|
|
10,000
|
|
$6.80(1)
|
Ms. Geygan
|
|
06/22/2021
|
|
Purchase of Common Stock
|
|
600
|
|
$6.80(1)
|
GVIC
|
|
07/09/2021
|
|
Sale of Common Stock
|
|
710
|
|
$8.00
|
GVIC
|
|
07/13/2021
|
|
Sale of Common Stock
|
|
45
|
|
$8.05
|
GVIC
|
|
07/21/2021
|
|
Purchase of Common Stock
|
|
14,751
|
|
$7.94(1)
|
GVP 2021-A, L.P.
|
|
07/21/2021
|
|
Purchase of Common Stock
|
|
10,657
|
|
$7.96(1)
|
Mr. James Geygan
|
|
07/21/2021
|
|
Purchase of Common Stock
|
|
305
|
|
$7.83
|
Ms. Stacy Wilke
|
|
07/21/2021
|
|
Purchase of Common Stock
|
|
15
|
|
$7.81
|
GVP 2021-A, L.P.
|
|
07/22/2021
|
|
Purchase of Common Stock
|
|
34,320
|
|
$8.19(1)
|
GVP 2021-A, L.P.
|
|
07/23/2021
|
|
Purchase of Common Stock
|
|
11,210
|
|
$8.21(1)
|
GVP 2021-A, L.P.
|
|
07/26/2021
|
|
Purchase of Common Stock
|
|
6,575
|
|
$8.31(1)
|
GVP 2021-A, L.P.
|
|
07/26/2021
|
|
Purchase of Common Stock
|
|
5,000
|
|
$8.25(1)
|
GVP 2021-A, L.P.
|
|
07/27/2021
|
|
Purchase of Common Stock
|
|
3,850
|
|
$7.96(1)
|
GVP 2021-A, L.P.
|
|
07/29/2021
|
|
Purchase of Common Stock
|
|
13,702
|
|
$8.31(1)
|
GVP 2021-A, L.P.
|
|
08/04/2021
|
|
Purchase of Common Stock
|
|
38,000
|
|
$7.82(1)
|
______________________
(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 18 of 18