Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 14)*
| Rocky Mountain Chocolate Factory, Inc. |
| (Name of Issuer) |
| Common Stock, $0.001 par value per share |
| (Title of Class of Securities) |
| 77467X101 |
| (CUSIP Number) |
| Global Value Investment Corp. |
| 1433 N. Water Street, Suite 400 |
| Milwaukee, WI 53202 |
| (262) 478-0640 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
October 23, 2024 |
| (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| Page 1 of 13 |
| 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 | |
| 1,822,766 shares | |
| (9) SOLE DISPOSITIVE POWER | |
| 0 shares | |
| (10) SHARED DISPOSITIVE POWER | |
| 1,822,766 shares |
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,822,766 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) 23.99%* |
(14) TYPE OF REPORTING PERSON (see instructions) IA |
* 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 2 of 13 |
| 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) 1.79%* |
(14) TYPE OF REPORTING PERSON (see instructions) PN |
* 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 3 of 13 |
| 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) 1.79%* |
(14) TYPE OF REPORTING PERSON (see instructions) 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 13 |
| 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 | |
| 1,822,766 shares | |
| (9) SOLE DISPOSITIVE POWER | |
| 0 shares | |
| (10) SHARED DISPOSITIVE POWER | |
1,822,766 shares |
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,822,766 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) 23.99%* |
(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 13 |
| 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 | |
1,822,766 shares | |
| (9) SOLE DISPOSITIVE POWER | |
| 0 shares | |
| (10) SHARED DISPOSITIVE POWER | |
1,822,766 shares |
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,822,766 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) 23.99%* |
(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 13 |
| 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 | |
| 2,465 shares | |
| (9) SOLE DISPOSITIVE POWER | |
| 0 shares | |
| (10) SHARED DISPOSITIVE POWER | |
| 2,465 shares |
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,465 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 13 |
| 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 | |
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 13 |
| CUSIP No. 77467X101 | 13D | Page 9 of 13 |
(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 | |
| 5,325 shares | |
| (9) SOLE DISPOSITIVE POWER | |
| 0 shares | |
| (10) SHARED DISPOSITIVE POWER | |
| 5,325 shares |
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,325 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 13 |
EXPLANATORY NOTE
This Amendment No. 14 (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, June 13, 2024, and October 23, 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 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 1,822,766 shares of Common Stock acquired was approximately $8,223,457.30 (excluding commissions).
| Item 4. | Purpose of Transaction. |
Item 4 is amended and restated as follows:
The Reporting Persons purchased the shares of Common Stock for investment purposes, and such purchases have been made in the ordinary course of business of the Reporting Persons.
In pursuing such investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose, or otherwise deal in the Common Stock at times, and in such manner, as they deem advisable to benefit from, among other things, (1) changes in the market prices of the shares of Common Stock; (2) changes in the Issuer’s operations, business strategy, or prospects; or (3) from the sale or merger of the Issuer. To evaluate such alternatives, the Reporting Persons will closely monitor the Issuer’s operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as other economic, securities markets, and investment considerations. Consistent with their investment research methods and evaluation criteria, the Reporting Persons have in the past discussed, and may in the future discuss, such matters with the management or Board of Directors of the Issuer (the “Board”), other stockholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit, and other investors. Such evaluations and discussions may materially affect, and result in, among other things, the Reporting Persons (1) modifying their ownership of the Common Stock; (2) exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements; (3) proposing changes in the Issuer’s operations, governance, or capitalization; (4) initiating or pursuing a transaction that would result in the Reporting Persons’ acquisition of all or a controlling interest in the Issuer; or (5) pursuing one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
In addition to the information disclosed in this Statement, the Reporting Persons reserve the right to (1) formulate other plans and proposals; (2) take any actions with respect to their investment in the Issuer, including any or all of the actions set forth in subsections (a) through (j) of Item 4 of Schedule 13D; and (3) acquire additional shares of Common Stock or dispose of some or all of the shares of Common Stock beneficially owned by them, in each case in the open market, through privately negotiated transactions, or otherwise.
| Page 10 of 13 |
The Reporting Persons believe that change is needed at the Issuer with respect to corporate governance practices and the composition of the Issuer’s board of directors. In support of this belief, the Reporting Persons have expressed an interest to the issuer in obtaining additional governance rights commensurate with its current ownership. The Reporting Persons and the Issuer have no agreement with respect to the foregoing. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.
| 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 1,822,766 shares of Common Stock, representing approximately 23.99% 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. |
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 11 of 13 |
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 25, 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 12 of 13 |
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 25, 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. 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) | |||||
| GVIC | 10/22/2024 | Acquisition of Common Stock | 2,000 | $2.4157(2) | ||||
| GVIC | 10/23/2024 | Acquisition of Common Stock | 330,743 | $2.6966(2) | ||||
| GVIC | 10/24/2024 | Acquisition of Common Stock | 161,306 | $2.6013(2) | ||||
| Mr. James Geygan | 10/24/2024 | Acquisition of Common Stock | 940 | $2.6013(2) | ||||
| Mr. Jeffrey Geygan | 10/24/2024 | Acquisition of Common Stock | 11,935 | $2.6013(2) | ||||
| Mr. Rice | 10/24/2024 | Acquisition of Common Stock | 795 | $2.6013(2) | ||||
| Ms. Wilke | 10/24/2024 | Acquisition of Common Stock | 335 | $2.6013(2) | ||||
| GVIC | 10/24/2024 | Disposal of Common Stock | 2,170 | $2.5758(1) |
______________________
(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 13 of 13