Current Report Filing (8-k)
September 11 2017 - 2:54PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): September 8, 2017
MamaMancini’s
Holdings, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Nevada
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000-28629
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27-067116
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(State
or Other Jurisdiction
of Incorporation)
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(Commission
File No.)
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(I.R.S.
Employer
Identification No.)
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25 Branca
Road, East Rutherford, NJ
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07073
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(Address of Principal
Executive Offices)
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(Zip Code)
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Registrant’s
telephone number, including area code: (201) 532-1212
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE
OF CONTENTS
SIGNATURES
Item
1.01 Entry into a Material Definitive Agreement
Following
extensive discussion and due diligence (including a third party valuation of JEFE commissioned by the Company’s Board of
Directors), on September 8, 2017, the Company and JEFE executed a Letter of Intent pursuant to which the parties have agreed in
principle that, pursuant to the terms detailed in the Letter of Intent and subject to certain additional terms and conditions
and the execution of a definitive Merger Agreement and related agreements and documents, JEFE will merge with and into the Company
(or a wholly-owned subsidiary thereof). In connection with the merger, the Company will acquire all assets of JEFE which were
estimated to be $2,928,825 as of July 31, 2017 The consideration for the transaction will be (a) the extinguishment of the
Inter-Company Loan between the parties which was $1,597,518 at July 31, 2017, (b) the assumption by the Company of all JEFE accounts
payable and accrued expenses which are estimated to be $2,656,948 at July 31, 2017, (c) assumption by the Company of certain
third-party loans to JEFE totaling approximately $782,000 and (d) indemnification of Carl Wolf with respect to his collateralization
of a bank loan to JEFE in the amount of approximately $250,000. As a result of the transaction, (i) the Company will become the
sole shareholder of JEFE either directly or through a wholly-owned subsidiary and (ii) following the closing, JEFE will be a wholly-owned
subsidiary of the Company and its financial statements as of the Closing shall be consolidated with the Consolidated Financial
Statements of the Company (collectively, the “Merger Transaction”). No cash will be exchanged in this transaction.
The estimated assets of JEFE and Consideration to be paid in connection with the merger transaction are subject to final due
diligence by the Company and the audit of JEFE’s financial statements. The parties intend to close the Merger Transaction
on or about November 1, 2017.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits:
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
MamaMancini’s
Holdings, Inc.
By:
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/s/
Carl Wolf
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Name:
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Carl
Wolf
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Title:
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Chief
Executive Officer
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Dated:
September 11, 2017