Mama's Creations, Inc. current report, 19 July 2013

Full document

Business Context and Reporting Period

MamaMancini's Holdings, Inc. (referred to in metadata as Mama's Creations, Inc.) filed this Form 8-K on July 19, 2013, reporting the second closing of a private placement offering of restricted common stock to accredited investors.

Key Financial Metrics

  • Second Closing Gross Proceeds: $455,500 from the issuance of 303,670 shares at $1.50 per share.
  • Placement Agent Fees: $59,215 in cash fees and non-accountable allowance.
  • Warrant Issuance: Warrants to purchase 30,367 shares at $1.50 per share issued to the placement agent.
  • Net Proceeds (Second Closing): Approximately $396,285 after deducting fees and expenses.
  • Total Offering to Date: 1,148,351 shares issued with aggregate gross proceeds of $1,722,500.
  • Use of Proceeds: General corporate purposes, including general and administrative expenses.

Material Changes

The filing reports the completion of the second tranche of a private placement previously initiated on July 12, 2013. This transaction increased the total capital raised in the offering to $1.72 million. The filing does not provide comparative financial data (revenue, profit, or cash flow) for prior periods as this is a current report regarding a specific financing event rather than a periodic financial statement.

Outlook, Risks, and Unusual Items

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. The shares are restricted under Rule 144 and cannot be immediately redistributed into the market. The filing notes that the subscription agreements contain representations and warranties solely for the benefit of the parties involved and are not intended as factual disclosures for the general public.

Investor Verification Checklist

  • Verify the total number of shares outstanding post-closing to assess dilution impact.
  • Confirm the specific allocation of the $396,285 net proceeds to general and administrative expenses.
  • Review the terms of the warrants issued to the placement agent (Spartan Capital Securities, LLC) for exercise conditions.
  • Check subsequent filings for the final closing of the offering, if applicable.