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. 3)¹

Rocky Mountain Chocolate Factory, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

774678403

(CUSIP Number)

BRADLEY L. RADOFF

2727 Kirby Drive

Unit 29L

Houston, Texas 77098

STEVE WOLOSKY

RYAN NEBEL

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

July 1, 2022

(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 ¨.

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.

1              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).

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 2 is hereby amended to add the following:

In connection with the withdrawal of Andrew T. Berger, Richard Degnan, Suchit Majmudar and Bradley L. Radoff as nominees for election to the Board at the Issuer’s upcoming Annual Meeting, Messrs. Degnan and Majmudar shall cease to be parties to the Joint Filing and Solicitation Agreement (as further described in Item 6 below), and shall cease to be Reporting Persons immediately upon the filing of this Amendment No. 3 to the Schedule 13D.

Item 4 is hereby amended to add the following:

On July 1, 2022, AB Value Partners delivered a letter to the Issuer withdrawing its nomination of Andrew T. Berger, Richard Degnan, Suchit Majmudar and Bradley L. Radoff for election to the Board at the Annual Meeting. AB Value Partners and Mr. Radoff intend to file a definitive proxy statement with the Securities and Exchange Commission to solicit proxies to elect Mary Bradley and Correne Loeffler to the Board at the Annual Meeting.

Items 5(a) and (c) are hereby amended and restated to read as follows:

(a)       The aggregate percentage of Shares reported owned by each person named herein is based upon 6,216,724 Shares outstanding as of June 24, 2022, which is the total number of Shares outstanding as reported in the Issuer’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on July 5, 2022.

As of the date hereof, Mr. Radoff directly beneficially owned 617,700 Shares, constituting approximately 9.9% of the Shares outstanding.

As of the date hereof, Mses. Bradley and Loeffler and Messrs. Degnan and Majmudar did not beneficially own any Shares, constituting 0% of the Shares outstanding.

AB Value has represented to the Reporting Persons that it beneficially owns 477,847 Shares. Collectively, AB Value and the Reporting Persons beneficially own 1,095,547 Shares, which represents approximately 17.6% of the outstanding Shares. Each Reporting Person disclaims beneficial ownership of the Shares that he or she does not directly own. Furthermore, the Reporting Persons expressly disclaim beneficial ownership of the 477,847 Shares beneficially owned by AB Value.

(c)       None of the Reporting Persons have entered into any transactions in the securities of the Issuer since the filing of Amendment No. 2 to the Schedule 13D.

Item 6 is hereby amended to add the following:

On July 1, 2022, the Reporting Persons and AB Value entered into an amendment (the “JFSA Amendment”) to that certain Joint Filing and Solicitation Agreement, dated May 27, 2022, to remove Messrs. Degnan and Majmudar as parties to the Joint Filing and Solicitation Agreement. A copy of the JFSA Amendment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7 is hereby amended to add the following exhibit:

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 6, 2022