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: August 13, 2013
Event: Completion of the Fourth 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, or cash flow data for the reporting period is provided.
- Shares Issued (Fourth Closing): 336,672 shares of Common Stock
- Price Per Share: $1.50
- Gross Proceeds (Fourth Closing): $505,000
- Placement Agent Fees: $65,650 (cash fee and non-accountable allowance)
- Warrants Issued to Agent: 33,668 warrants at $1.50 per share
- Net Proceeds (Fourth Closing): Approximately $439,350
- Total Shares Issued (To Date): 1,759,028 shares
- Total Gross Proceeds (To Date): $2,638,500
Material Changes
The filing details the incremental increase in capitalization and cash reserves resulting from the Fourth Closing. The company has raised an additional $505,000 in gross proceeds, bringing the total capital raised in this offering to $2,638,500. 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: Securities were sold pursuant to an exemption under Section 4(2) of the Securities Act of 1933, as the transaction did not involve a public offering. Shares are restricted under Rule 144.
- Unusual Items: 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 public.
Investor Verification Checklist
- Verify the total number of outstanding shares post-closing to assess dilution impact.
- Confirm the actual cash balance received versus the "expected" net proceeds of $439,350.
- Review the full Subscription Agreement (Exhibit 10.1) for specific covenants or restrictions not detailed in the summary.
- Monitor the issuance of the 33,668 warrants to the placement agent and their potential future dilution.
- Check subsequent filings for updates on the "general corporate purposes" for which the funds are allocated.