(Amendment No. 2)*
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 16
|
(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
|
435,544 shares
|
(9) SOLE DISPOSITIVE POWER
|
0 shares
|
(10) SHARED DISPOSITIVE POWER
|
435,544 shares
|
(11) AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
435,544 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)
7.11%*
|
(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 16
|
(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
|
62,762
shares
|
(9) SOLE
DISPOSITIVE POWER
|
0
shares
|
(10) SHARED
DISPOSITIVE POWER
|
62,762
shares
|
(11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,762 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)
1.02%*
|
(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 16
|
(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
|
62,762
shares
|
(9) SOLE
DISPOSITIVE POWER
|
0
shares
|
(10) SHARED
DISPOSITIVE POWER
|
62,762
shares
|
(11) AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,762 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)
1.02%*
|
(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 16
|
(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
|
(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
|
435,544
shares
|
(9) SOLE DISPOSITIVE POWER
|
0 shares
|
(10) SHARED DISPOSITIVE POWER
|
435,544
shares
|
(11) AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
435,544 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)
7.11%*
|
(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 16
|
(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
|
(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
|
435,544
shares
|
(9) SOLE DISPOSITIVE POWER
|
0 shares
|
(10) SHARED DISPOSITIVE POWER
|
435,544
shares
|
(11) AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
435,544 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)
7.11%*
|
(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 16
|
(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 16
|
(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 16
|
(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 16
|
(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 16
|
(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. 2 (this “Second Amendment”)
amends and supplements the Schedule 13D filed on June 21, 2021, as amended on June 25, 2021 (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 Second Amendment. Capitalized terms used but not defined
in this Second 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 and is a nominee for the Board;
|
|
(v)
|
James P. Geygan, who serves as the chief operating officer of GVIC and is a nominee for the Board;
|
|
(vi)
|
Stacy A. Wilke, who serves as the chief financial officer of GVIC;
|
|
(vii)
|
Kathleen M. Geygan, who serves as a director of GVIC
|
|
(viii)
|
Robert Sarlls, as a nominee for the Board;
|
|
(ix)
|
Anthony Gray, as a nominee for the Board; and
|
|
(x)
|
Marcelle Rademeyer, as a nominee for the Board.
|
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.” Each of the Reporting Persons
is party to the Joint Filing and Solicitation Agreement, as further described in Item 4 and filed as an exhibit to this Statement. Accordingly,
the Reporting Persons are making a joint filing.
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, the general
partner of GVP 2021-A, L.P. GVIC may therefore be deemed to have beneficial ownership of the 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 of 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 GVIC Persons using the investment or personal capital of the GVIC 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 435,544
shares of Common Stock acquired was approximately $2,852,626.37 (excluding commissions).
|
Item 4.
|
Purpose of Transaction.
|
Item 4 is amended to add the following:
GVIC is actively monitoring the Issuer and its corporate
governance practices. As previously disclosed, GVIC has expressed an interest to the Issuer in substantially increasing its ownership
of Common Stock and obtaining commensurate governance rights. To this end, GVIC and the Issuer have discussed and continue to discuss
the composition of the Board. GVIC reserves all rights in connection with the Issuer, including those in connection with its Nomination
Notice. GVIC is committed to ensuring that the Board is appropriately composed of experienced directors who are focused on shareholder
value.
|
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 July 26, 2021, the Reporting Persons beneficially owned 435,544 shares of Common Stock, representing
approximately 7.11% 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 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.
|
Exhibit Number
|
|
Description
|
6
|
|
Joinder to the Joint Filing and Solicitation 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:
July 26, 2021
|
GLOBAL VALUE INVESTMENT CORP.
|
|
|
|
|
|
|
|
By:
|
/s/ Jeffrey R. Geygan
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Name: Jeffrey R. Geygan
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Title: Chief Executive Officer
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GVP 2021-A, L.P.
By GVP 2021-A, L.L.C.
By GLOBAL VALUE INVESTMENT CORP.
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By:
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/s/ Jeffrey R. Geygan
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Name: Jeffrey R. Geygan
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Title: Chief Executive Officer
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GVP 2021-A, L.L.C.
By GLOBAL VALUE INVESTMENT CORP
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By:
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/s/ Jeffrey R. Geygan
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|
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Name: Jeffrey R. Geygan
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|
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Title: Chief Executive Officer
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/s/ Jeffrey R. Geygan
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Jeffrey R. Geygan
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/s/ James P. Geygan
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Stacy A. Wilke
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/s/ Stacy A. Wilke
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Stacy A. Wilke
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/s/ Kathleen M. Geygan
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Kathleen M. Geygan
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/s/ Robert Sarlls
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Robert Sarlls
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/s/ Anthony Gray
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Anthony Gray
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/s/ Marcelle Rademeyer
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Marcelle Rademeyer
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Schedule A
Transactions by the Reporting Persons in the
Past 60 Days
The
following table sets forth all unreported 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 July 26, 2021. Unless otherwise indicated, all
such transactions were effected in the open market.
Person Effecting the
Transaction
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Transaction
Date
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Nature of Transaction
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Securities
Purchased
|
|
Price per
Share
|
GVIC
|
|
06/01/2021
|
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Purchase of Common Stock
|
|
6,561
|
|
$6.15(1)
|
GVIC
|
|
06/02/2021
|
|
Purchase of Common Stock
|
|
47,189
|
|
$6.51(1)
|
Ms. Stacy Wilke
|
|
06/02/2021
|
|
Purchase of Common Stock
|
|
130
|
|
$6.51(1)
|
GVIC
|
|
06/03/2021
|
|
Purchase of Common Stock
|
|
21,908
|
|
$6.65(1)
|
GVIC
|
|
06/08/2021
|
|
Purchase of Common Stock
|
|
8,226
|
|
$6.82(1)
|
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
|
|
$8.01(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
|
|
$8.23(1)
|
GVP 2021-A, L.P.
|
|
07/23/2021
|
|
Purchase of Common Stock
|
|
11,210
|
|
$8.25(1)
|
GVP 2021-A, L.P.
|
|
07/26/2021
|
|
Purchase of Common Stock
|
|
6,575
|
|
$8.31(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.
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