Mama's Creations, Inc. current report, 16 April 2014

Full document

Business Context and Reporting Period

Company: MamaMancini's Holdings, Inc. (Note: Request metadata referenced "Mama's Creations, Inc.", but the filing identifies the registrant as MamaMancini's Holdings, Inc.)
Filing Type: Form 8-K (Current Report)
Date of Report: April 16, 2014
Event: The Company conducted the fourth closing of a private placement offering of restricted common stock to accredited investors.

Key Financial Metrics

This filing reports on capital raising activities rather than operational financial performance. Specific metrics include:

  • Fourth Closing Gross Proceeds: $625,000
  • Fourth Closing Shares Issued: 416,669 shares
  • Offering Price: $1.50 per share
  • Placement Agent Fees (Third Closing): $81,250 cash fee and non-accountable allowance
  • Placement Agent Warrants (Third Closing): Warrants to purchase 41,667 shares at $1.50 per share
  • Estimated Net Proceeds (Third Closing): Approximately $543,750
  • Total Offering Gross Proceeds (To Date): $2,230,000
  • Total Shares Issued (To Date): 1,486,667 shares

Note: The filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity positions.

Material Changes

The primary material change is the increase in equity capital and share count resulting from the Fourth Closing. The Company issued an additional 416,669 shares to its board of directors, increasing the total shares issued in the offering to 1,486,667 and total gross proceeds to $2,230,000.

Guidance, Outlook, and Risks

  • Use of Proceeds: The Company intends to use the proceeds for general corporate purposes, including general and administrative expenses.
  • Regulatory Status: Securities were sold pursuant to an exemption under Section 4(2) of the Securities Act of 1933, as they did not involve a public offering. Shares are restricted under Rule 144.
  • Unusual Items: The Fourth Closing involved subscription agreements with all members of the Company's board of directors.

Investor Verification Checklist

  • Verify the total number of outstanding shares post-closing to assess dilution impact.
  • Confirm the specific allocation of the $2,230,000 raised to date against the Company's cash burn rate and operational needs.
  • Review the terms of the warrants issued to the placement agent (41,667 shares) for potential future dilution.
  • Check subsequent filings for updates on the utilization of proceeds for general corporate purposes.