Business Context and Reporting Period
This Form 8-K Current Report was filed by MamaMancini's Holdings, Inc. (referred to in the request as Mama's Creations, Inc.) on August 7, 2013, covering events occurring on August 2, 2013. The filing details the third closing of a private placement offering of restricted common stock to accredited investors.
Key Financial Metrics
- Transaction Date: August 2, 2013 (Third Closing)
- Shares Issued (Third Closing): 274,005 shares
- Price Per Share: $1.50
- Gross Proceeds (Third Closing): $411,000
- Placement Agent Fees: $53,430 (cash fee and non-accountable allowance)
- Warrants Issued to Agent: 27,401 warrants at $1.50 exercise price
- Net Proceeds (Third Closing): Approximately $357,570
- Total Shares Issued (To Date): 1,422,356 shares
- Total Gross Proceeds (To Date): $2,133,500
- Use of Proceeds: General corporate purposes, including general and administrative expenses
Note: The filing does not provide data on revenue, profit, operating cash flow, margins, debt levels, or liquidity ratios.
Material Changes
The primary material change reported is the increase in outstanding common stock and cash capitalization resulting from the Third Closing of the private placement. The company issued an additional 274,005 shares, bringing the total shares issued in this offering to 1,422,356. No other material changes to operations or financial condition were disclosed in this specific report.
Outlook, Risks, and Unusual Items
- Management Commentary: The company intends to utilize the net proceeds for general corporate purposes 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 under Rule 144.
- Risks/Contingencies: The filing notes that the Subscription Agreement contains 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 to assess dilution impact.
- Confirm the actual cash received versus the "expected" net proceeds of $357,570.
- Review the full Subscription Agreement (Exhibit 10.1) for specific covenants or restrictions not detailed in the summary.
- Check subsequent filings for the actual issuance of the 27,401 warrants to the placement agent.
- Monitor how the "general corporate purposes" are allocated, as no specific capital expenditure projects were identified.