SC 13D/A 1 b1022245sc13da13.htm AMENDMENT NO. 13

 

 

美国

证券与交易委员会

华盛顿特区 20549

 

13D附表

(规则13d-101)

 

根据规则13d-1(a)及其修订要求,需要包括的信息

根据§ 240.13d-1(a)条及其修正案 依据文件申请

§ 240.13d-2(a)

 

(修正案第13号)*

 

Rocky Mountain巧克力工厂公司。
(发行人名称)
 
每股普通股票的面值为0.001美元
(证券种类名称)
 
77467X101
(CUSIP编号)
 
全球价值投资corp。
1433 N. Water街,400套。
密尔沃基,WI 53202
(262) 478-0640
(接收通知和通讯的人的姓名、地址和电话号码)
 

2024年10月21日

(需要提交此声明的事件日期)。

 

如果申报人此前已根据表格13G提交了一份声明以报告本表格13D的主题收购,并且因为第240.13d-1(e)、240.13d-1(f)或240.13d-1(g)而提交了这份调查表,请选中以下框 o.

 

注: 以纸质格式提交的时间表应包括签署的原件和五份副本,包括所有附件。请参阅§ 240.13d-7,了解需要发送副本的其他相关方。

 

* 对于报告人提交关于该证券类别的本表的初次申报,和任何包含会改变先前披露的披露信息的后续修正,本封面页的剩余部分应当填写。

 

在本封面剩余部分所要求的信息不得被视为根据《证券交易法》第18条的目的“已提交的文件”,也不会受到该条款的责任限制,但应遵守该法的所有其他规定(但是,参见注释)。

 

 

 

 页面 1 第14个 
 

 

CUSIP 编号 77467X101 13D 第2页,共14页

(1) 报告人姓名

全球价值投资公司

(2) 标记适用的方框(如属集团成员,请参见说明书)

(a) o (b) o

(3) 仅供美国证券交易委员会使用

(4) 资金来源(请参见说明书)

WC,OO

(5)       勾选 如根据项目2(d)或2(e)需要披露法律诉讼,请勾选该框 o

(6)       国籍 或组织地点

特拉华州

股份数量

每个人受益拥有的

报告人持有6,800,000股

(7)     单一 表决权
0股
(8)     共同 表决权
1,316,882 股
(9)     单一 处分权
0股
(10) 共享 实际控制权
1,316,882 股份

(11) 每位报告人受益拥有的总数

1,316,882股

(12) 检查 如果第(11)行的总数不包括某些股份(请参见说明) o

(13) 类别占所持总数的百分比

17.33%*

(14) 报告人类型(请参见说明)

IA

根据洛矶山巧克力工厂2024年10月10日报告的10-Q表格,截至2024年8月31日的财务季度,普通股的分母为7,597,819股,每股面值为$0.001。

 

 页面 2 第14个 
 

 

CUSIP No. 77467X101 13D 第3页,共14页

(1) 报告人名称

GVP 2021-A, L.P.

(2) 若为团体成员,请选择适用框(详见说明)

(a) o (b) o

(3)       仅供SEC使用

(4) 所有基金类型来源(详见说明)

WC,OO

(5)       勾选 如果根据项目2(d)或2(e)需要披露法律诉讼,请勾选

(6)       公民身份 或组织成立地点

特拉华州

股份 数量

每人受益拥有的

报告人持有6,800,000股

(7)     独立 表决权
0股
(8)     共同 表决权
135,820 股
(9)     独立 处分权
0股
(10) 共同 实际控制权
135,820 股

(11)       每位报告人所拥有的受益所有股票总数

135,820股

(12)       检查 如果第(11)行中的总额不包括某些股票(请参阅说明)

(13)       在第(11)行中表示的类别的百分比

1.79%*

(14)       报告人类别(请参阅说明)

PN

根据洛矶山巧克力工厂2024年10月10日报告的10-Q表格,截至2024年8月31日的财务季度,普通股的分母为7,597,819股,每股面值为$0.001。

 

 页面 3 第14个 
 

 

CUSIP 编号 77467X101 13D 第4页,共14页

(1) 报告人姓名

GVP 2021-A, 有限责任公司

(2) 如果属于某一团体,请选择适当的选项(见说明)

(a) (b)

(3)       仅供SEC使用

(4) 资金来源 (请参阅说明)

WC,OO

(5) 如根据2(d)或2(e)项目要求披露法律诉讼,请勾选此框

(6) 公民身份或组织地点

特拉华州

股份 数量

每个受益拥有的

报告人持有6,800,000股

(7)  单独 表决权
0股
(8)  共同 表决权
135,820 股
(9)  单独 处置权
0股
(10)     共享 控制权
135,820 股份

(11) 每个报告人持有的受益所有股份总数

135,820股

(12) 检查(请参阅说明),第(11)行中的总金额是否不包括某些股份

(13) 类别所占的班级比例,由第(11)行的金额表示

1.79%*

(14) 报告人类型(请参阅说明)

OO

* Percentage calculated is based on 7,597,819 shares of common stock, par value $0.001 per share outstanding as of October 10, 2024, as reported in the Form 10-Q for the fiscal quarter ended August 31, 2024, of Rocky Mountain Chocolate Factory, Inc.

 

 Page 4 of 14 
 

 

CUSIP No. 77467X101 13D Page 5 of 14

(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
1,316,882 shares
(9)     SOLE DISPOSITIVE POWER
0 shares
(10)     SHARED DISPOSITIVE POWER

1,316,882 shares

(11)       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,316,882 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)

17.33%*

(14)       TYPE OF REPORTING PERSON (see instructions)

IN

* Percentage calculated is based on 7,597,819 shares of common stock, par value $0.001 per share outstanding as of October 10, 2024, as reported in the Form 10-Q for the fiscal quarter ended August 31, 2024, of Rocky Mountain Chocolate Factory, Inc.

 

 Page 5 of 14 
 

 

CUSIP No. 77467X101 13D Page 6 of 14

(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

1,316,882 shares

(9)     SOLE DISPOSITIVE POWER
0 shares
(10)     SHARED DISPOSITIVE POWER

1,316,882 shares

(11)       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,316,882 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)

17.33%*

(14)       TYPE OF REPORTING PERSON (see instructions)

IN

 

* Percentage calculated is based on 7,597,819 shares of common stock, par value $0.001 per share outstanding as of October 10, 2024, as reported in the Form 10-Q for the fiscal quarter ended August 31, 2024, of Rocky Mountain Chocolate Factory, Inc.

 

 Page 6 of 14 
 

 

CUSIP No. 77467X101 13D Page 7 of 14

(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
2,130 shares
(9)     SOLE DISPOSITIVE POWER
0 shares
(10)     SHARED DISPOSITIVE POWER
2,130 shares

(11)       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,130 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 7,597,819 shares of common stock, par value $0.001 per share outstanding as of October 10, 2024, as reported in the Form 10-Q for the fiscal quarter ended August 31, 2024, of Rocky Mountain Chocolate Factory, Inc.

 

 Page 7 of 14 
 

 

CUSIP No. 77467X101 13D Page 8 of 14

(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

45,108 shares

(9)     SOLE DISPOSITIVE POWER
0 shares
(10)     SHARED DISPOSITIVE POWER

45,108 shares

(11)       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

45,108 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 7,597,819 shares of common stock, par value $0.001 per share outstanding as of October 10, 2024, as reported in the Form 10-Q for the fiscal quarter ended August 31, 2024, of Rocky Mountain Chocolate Factory, Inc.

 

 Page 8 of 14 
 

 

CUSIP No. 77467X101 13D Page 9 of 14

(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 7,597,819 shares of common stock, par value $0.001 per share outstanding as of October 10, 2024, as reported in the Form 10-Q for the fiscal quarter ended August 31, 2024, of Rocky Mountain Chocolate Factory, Inc.

 

 Page 9 of 14 
 

 

EXPLANATORY NOTE

 

This Amendment No. 13 (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, November 14, 2023, February 2, 2024, February 26, 2024, and June 13, 2024 (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:

 

(a)Name

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 a director of GVIC and the interim chief executive officer of the Issuer;
(v)James P. Geygan, who serves as the interim chief executive officer and a director 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; and
(viii)Shawn G. Rice, 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, Ms. Geygan, and Mr. Rice 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, Mr. James Geygan, Ms. Geygan, and Mr. Rice are the directors of GVIC. 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.

 

 Page 10 of 14 
 

 

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 interim chief executive officer of the Issuer.

The principal occupation of James P. Geygan is acting as the interim chief executive 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 Shawn G. Rice is acting as an attorney.

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, Ms. Geygan, and Mr. Rice 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 1,316,882 shares of Common Stock acquired was approximately $6,884,551.96 (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 October 21, 2024, the Reporting Persons beneficially owned 1,316,882 shares of Common Stock, representing approximately 17.33% of the outstanding shares of Common Stock. The percentage in this paragraph relating to beneficial ownership of Common Stock is based on 7,597,819 shares of Common Stock outstanding as of October 10, 2024, as reported in the Form 10-Q for the fiscal quarter ended August 31, 2024, of the Issuer.

 

 Page 11 of 14 
 

 

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 12 of 14 
 

 

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: October 21, 2024

  GLOBAL VALUE INVESTMENT CORP.
     
     
  By: /s/ James P. Geygan
    Name: James P. Geygan
    Title: Interim Chief Executive Officer
     
 

GVP 2021-A, L.P.

By GVP 2021-A, L.L.C.

By GLOBAL VALUE INVESTMENT CORP.

     
     
  By: /s/ James P. Geygan
    Name: James P. Geygan
    Title: Interim Chief Executive Officer
     
 

GVP 2021-A, L.L.C.

By GLOBAL VALUE INVESTMENT CORP.

     
     
  By: /s/ James P. Geygan
    Name: James P. 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 13 of 14 
 

 

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 October 21, 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   09/16/2024   Disposal of Common Stock   820   $1.7501(1)
GVIC   10/18/2024   Acquisition of Common Stock   23,045   $2.1383(2)
Mr. James Geygan   10/18/2024   Acquisition of Common Stock   155   $2.1383(2)
Ms. Stacy Wilke   10/18/2024   Acquisition of Common Stock   500   $2.1383(2)
GVIC   10/21/2024   Acquisition of Common Stock   7,409   $2.3246(2)
GVIC       Delivery of Common Stock   51,777   N/A(3)

______________________

(1) On September 16, 2024, the owner of a separately managed account advised by GVIC directed the sale of Common Stock. Such sale was neither solicited by GVIC nor did GVIC advise such sale.

(2) 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.

(3) As of October 21, 2024, certain separately managed accounts advised by GVIC received shares of Common Stock previously held in an account that was not advised by, and is not currently advised by, GVIC. As a result of this receipt, GVIC claimed indirect beneficial ownership over such shares of Common Stock as of the date of the receipt. No purchase price is associated with the receipt.

 

 

Page 14 of 14