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 23, 2013
Event: Fifth closing of a private placement offering of restricted common stock to accredited investors.
Key Financial Metrics
Transaction Details (Fifth Closing):
- Shares Issued: 165,002 shares of Common Stock
- Price Per Share: $1.50
- Gross Proceeds: $247,500
- Placement Agent Fees: $32,175 (cash fee and non-accountable allowance)
- Warrants Issued: Warrants to purchase 16,501 shares at $1.50 per share issued to the Placement Agent
- Net Proceeds (Fifth Closing): Approximately $215,325
Cumulative Offering Totals (To Date):
- Total Shares Issued: 1,924,030 shares
- Total Gross Proceeds: $2,886,000
Other Metrics: The filing does not provide data on revenue, profit, operating cash flow, margins, debt, or liquidity positions.
Material Changes
This filing reports a discrete capital raise event rather than a comparative period financial statement. The material change is the increase in outstanding share count by 165,002 shares and the receipt of $247,500 in gross capital from the Fifth Closing.
Guidance, Outlook, and Risks
Use of Proceeds: The Company intends to use the 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 they did not involve a public offering. Shares are restricted pursuant to 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 (1,924,030 cumulative).
- Confirm the dilution impact of the 16,501 warrants issued to the Placement Agent.
- Review the specific "general corporate purposes" for which the $215,325 net proceeds from this closing will be utilized.
- Check for any subsequent filings regarding the final consummation of the overall Offering.