Business Context and Reporting Period
MamaMancini's Holdings, Inc. (referred to in metadata as Mama's Creations, Inc.) filed a Form 8-K on September 20, 2013, reporting the eighth closing of a private placement offering of restricted common stock to accredited investors.
Key Financial Metrics
- Gross Proceeds (Eighth Closing): $491,000 from the sale of 317,336 shares at $1.50 per share.
- Placement Agent Fees: $63,830 in cash fees and non-accountable allowance.
- Warrant Issuance: Warrants to purchase 31,734 shares at $1.50 per share issued to the placement agent.
- Net Proceeds (Eighth Closing): Approximately $427,170 after deducting fees and expenses.
- Total Offering to Date: 2,761,371 shares issued with aggregate gross proceeds of $4,157,000.
- Revenue, Profit, and Cash Flow: The filing text does not provide a clear value for operating revenue, net income, operating cash flow, or liquidity metrics beyond the capital raise proceeds.
Material Changes
The primary material change is the increase in outstanding common stock by 317,336 shares and the receipt of $491,000 in gross capital. This represents the eighth tranche of an ongoing private placement.
Outlook, Risks, and Use of Proceeds
- Use of Proceeds: Funds are designated for general corporate purposes, including general and administrative expenses.
- Regulatory Status: Securities were sold unregistered under Section 4(2) of the Securities Act of 1933, exempt from registration due to the insubstantial number of persons involved and the restricted nature of the shares (Rule 144).
- Management Commentary: The filing confirms the satisfaction of customary closing conditions but provides no forward-looking guidance on operational performance or future financial targets.
Investor Verification Checklist
- Verify the total number of outstanding shares post-closing to assess dilution impact.
- Confirm the aggregate amount raised in the private placement against the $4,157,000 figure cited.
- Review the specific terms of the warrants issued to the placement agent (expiration, exercise conditions).
- Check subsequent filings for the actual utilization of the $427,170 net proceeds.