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: January 17, 2014
Event: Second closing of a private placement offering of restricted common stock to accredited investors.
Key Financial Metrics
This filing reports on a specific capital raise event rather than periodic operating results. No revenue, profit, cash flow, margins, or debt levels are disclosed in this document.
- Shares Issued (Second Closing): 300,001 shares
- Price Per Share: $1.50
- Gross Proceeds (Second Closing): $450,000
- Placement Agent Fees: $58,500 (cash) plus warrants for 30,000 shares
- Net Proceeds (Second Closing): Approximately $391,500
- Total Shares Issued (To Date): 833,335 shares
- Total Gross Proceeds (To Date): $1,250,000
Material Changes
The filing details the completion of the second tranche of a private placement. The company has increased its total capital raised from the offering to $1.25 million and its outstanding share count from the offering to 833,335 shares. The filing does not provide comparative financial data against prior periods.
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 unregistered under Section 4(2) of the Securities Act of 1933, relying on an exemption for private offerings. The shares are restricted pursuant to Rule 144 and cannot be immediately redistributed into the market.
Risks/Contingencies: The filing notes that the subscription agreements contain representations and warranties solely for the benefit of the parties involved and are not intended as factual disclosures for the general public.
Investor Verification Checklist
- Verify the total number of outstanding shares post-closing to assess dilution impact.
- Confirm the specific allocation of the $391,500 net proceeds in subsequent financial reports.
- Review the terms of the warrants issued to the placement agent (30,000 shares at $1.50).
- Check for any subsequent filings regarding the completion of the full private placement offering.