Business Context and Reporting Period
This Form 8-K was filed by MamaMancini's Holdings, Inc. on May 30, 2014. The report details the fifth closing of a private placement offering of restricted common stock to accredited investors. The company is incorporated in Nevada and operates from East Rutherford, NJ.
Key Financial Metrics
- Fifth Closing Gross Proceeds: $200,000 from the issuance of 133,333 shares at $1.50 per share.
- Fifth Closing Net Proceeds: Approximately $174,000 after deducting fees and expenses.
- Placement Agent Fees: $26,000 in cash fees and non-accountable allowances, plus warrants to purchase 17,334 shares at $1.50 per share.
- Total Offering to Date: 1,620,000 shares issued with aggregate gross proceeds of $2,430,000.
- Use of Proceeds: General corporate purposes, including general and administrative expenses.
The filing does not provide data on revenue, profit, cash flow, margins, debt, or liquidity beyond the specific proceeds from this equity offering.
Material Changes
The primary material change is the increase in outstanding common stock and cash capitalization resulting from the Fifth Closing. The company issued an additional 133,333 shares, bringing the total shares issued in this offering to 1,620,000. No other material changes to operations or financial condition are disclosed in this specific report.
Guidance, Outlook, and Risks
Management Commentary: The company intends to utilize the net proceeds for general corporate purposes. The closing occurred following the satisfaction of customary conditions.
Risks and Contingencies: The securities were sold unregistered under Section 4(2) of the Securities Act of 1933. Share certificates bear a legend restricting resale pursuant to Rule 144. The filing explicitly states that the subscription agreement's representations and warranties are not intended for public investors to obtain factual information about the company's current state of affairs.
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 $174,000.
- Review the terms of the warrants issued to the placement agent (17,334 shares at $1.50).
- Check subsequent filings for updates on the utilization of the $2.43 million raised to date.
- Confirm the company's current liquidity position, as this filing does not disclose existing cash balances or debt obligations.