Business Context and Reporting Period
This Form 8-K was filed by MamaMancini's Holdings, Inc. (referred to in the request as Mama's Creations, Inc.) on September 13, 2013. The report details the seventh closing of a private placement offering of restricted common stock to accredited investors.
Key Financial Metrics
- Transaction Date: September 13, 2013
- Shares Issued (Seventh Closing): 286,668 shares
- Price Per Share: $1.50
- Gross Proceeds (Seventh Closing): $430,000
- Placement Agent Fees: $55,900 (cash fee and non-accountable allowance)
- Warrants Issued to Agent: 28,667 warrants at $1.50 per share
- Net Proceeds (Seventh Closing): Approximately $374,100
- Total Shares Issued to Date: 2,444,035 shares
- Total Gross Proceeds to Date: $3,666,000
The filing does not provide data on revenue, profit, operating cash flow, margins, debt, or liquidity positions.
Material Changes
The primary material change is the increase in capital raised through the private placement. The seventh closing added $430,000 in gross proceeds to the total offering amount, bringing the cumulative gross proceeds to $3,666,000. The company also incurred additional fees and issued warrants to the placement agent, Spartan Capital Securities, LLC.
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. The shares are restricted pursuant to Rule 144.
Risks and Contingencies: The filing notes that the subscription agreements contain representations and warranties solely for the benefit of the parties involved and are not intended to provide factual information to the public regarding the company's current state of affairs.
Investor Verification Checklist
- Verify the total number of outstanding shares post-closing to assess dilution.
- Confirm the actual cash received versus the expected net proceeds of $374,100.
- Review the terms of the warrants issued to the placement agent (28,667 shares at $1.50).
- Monitor the company's cash burn rate given the stated use of proceeds for general and administrative expenses.
- Check for any subsequent filings regarding the final closing of the offering.