Business Context and Reporting Period
MamaMancini's Holdings, Inc. (referred to in metadata as Mama's Creations, Inc.) filed this Form 8-K on October 16, 2013. The report details the ninth and final closing of a private placement offering of restricted common stock to accredited investors.
Key Financial Metrics
- Final Closing Gross Proceeds: $843,000 from the sale of 562,004 shares at $1.50 per share.
- Final Closing Net Proceeds: Approximately $733,410 after deducting fees and expenses.
- Total Offering Gross Proceeds: $5,000,000 from the issuance of 3,333,375 shares to date.
- Placement Agent Fees: $109,590 in cash fees and non-accountable allowance paid to Spartan Capital Securities, LLC.
- Warrants Issued: Warrants to purchase 56,200 shares at $1.50 per share issued to the Placement Agent.
- Revenue, Profit, and Cash Flow: The filing text does not provide a clear value for operating revenue, net profit, or general cash flow metrics outside of the capital raise proceeds.
Material Changes
The primary material change is the completion of the private placement offering. The company has now raised the full $5,000,000 targeted through this specific offering, increasing its share count by 3,333,375 shares. No prior comparable period financial data is provided in this specific filing to assess operational changes.
Guidance, Outlook, and Risks
- Use of Proceeds: The company intends to use the raised capital 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 exemptions for private offerings to a limited number of investors.
- Restrictions: Issued shares are restricted pursuant to Rule 144 and bear legends preventing immediate redistribution into the public market.
- Management Commentary: The filing confirms the satisfaction of customary closing conditions and the execution of definitive subscription agreements with 13 accredited investors in the final closing.
Investor Verification Checklist
- Verify the total number of outstanding shares post-closing to assess dilution impact.
- Confirm the actual cash balance received versus the projected net proceeds of $733,410 for the final closing.
- Review the specific terms of the warrants issued to the placement agent, including expiration dates and exercise conditions.
- Monitor subsequent filings for the actual deployment of the $5,000,000 raised for "general corporate purposes."
- Check for any additional debt or liabilities incurred during the offering period not detailed in this summary.