Business Context and Reporting Period
Company: MamaMancini's Holdings, Inc. (referred to as Mama's Creations, Inc. in metadata)
Filing Type: Form 8-K (Current Report)
Date of Report: March 11, 2014
Event: The Company reported the third closing of a private placement offering of restricted common stock to accredited investors.
Key Financial Metrics
Transaction Details (Third Closing):
- Shares Issued: 236,667 shares of Common Stock
- Price Per Share: $1.50
- Gross Proceeds: $355,000
- Placement Agent Fees: $46,150 (cash fee and non-accountable allowance)
- Warrants Issued to Agent: 23,667 warrants (exercise price $1.50)
- Net Proceeds: Approximately $308,850
Cumulative Offering Totals (To Date):
- Total Shares Issued: 1,070,002 shares
- Total Gross Proceeds: $1,605,000
Other Metrics: The filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity outside of the specific proceeds from this offering.
Material Changes
This filing represents a discrete capital raise event rather than a periodic financial performance report. The material change is the increase in outstanding shares and cash reserves resulting from the Third Closing of the private placement.
Guidance, Outlook, and Risks
Use of Proceeds: The Company intends to use the net proceeds for general corporate purposes, including general and administrative expenses.
Regulatory Status: The securities were sold pursuant to an exemption under Section 4(2) of the Securities Act of 1933, as the offering did not involve a "public offering." Shares are restricted pursuant to Rule 144.
Risks and Contingencies: The filing notes that subscription agreements contain representations and warranties solely for the benefit of the parties involved and are not intended as factual information for the general public.
Investor Verification Checklist
- Verify the total number of outstanding shares post-closing (1,070,002 issued to date).
- Confirm the actual cash received versus the expected net proceeds of $308,850 after all expenses.
- Review the specific terms of the warrants issued to the placement agent (23,667 shares at $1.50).
- Monitor future filings for the actual utilization of proceeds for general corporate purposes.
- Check for any subsequent closings in this private placement offering.