Current Report Filing (8-k)
November 02 2017 - 6:15AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
W
ash
i
ngton
,
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)
November 1, 2017
MamaMancini’s
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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000-54954
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27-067116
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(State
or other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
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 office)
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(Zip
code)
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N/A
(Former name or former
address, if changed since last report)
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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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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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4c 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.
On
November 1, 2017, MamaMancini’s Holdings, Inc., a Nevada corporation (“MamaMancini’s”), Joseph Epstein
Food Enterprises, Inc., a New Jersey corporation(“JEFE”), and MMMB Acquisition, Inc., a Nevada corporation and wholly
owned subsidiary of MamaMancini’s (“Merger Sub”), completed the merger contemplated by the Agreement and Plan
of Merger by and among MamaMancini’s, JEFE, and Merger Sub, dated as of November 1, 2017 (the “Merger Agreement”).
Pursuant to the terms of the Merger Agreement, JEFE has merged with and into Merger Sub, with Merger Sub continuing as the surviving
entity and a wholly owned subsidiary of MamaMancini’s. It is anticipated that Merger Sub will be renamed “Joseph Epstein
Food Enterprises, Inc.”
Under
the terms of the Merger Agreement and in connection with the merger, the Company acquired all assets of JEFE which were estimated
to be $2,928,825 as of July 31, 2017 The consideration for the transaction was (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 became the sole shareholder of
JEFE, which became a wholly-owned subsidiary of the Company (ii) following the Closing, JEFE’s financial statements as of
the Closing will be consolidated with the Consolidated Financial Statements of the Company (collectively, the “Merger Transaction”).
No cash or stock was exchanged in connection with the transaction.
Item
2.01 Completion of Acquisition or Disposition of Assets.
On
November 1, 2017, MamaMancini’s Holdings, Inc., a Nevada corporation (“MamaMancini’s”), Joseph Epstein
Food Enterprises, Inc., a New Jersey corporation(“JEFE”), and MMMB Acquisition, Inc., a Nevada corporation and wholly
owned subsidiary of MamaMancini’s (“Merger Sub”), completed the merger contemplated by the Agreement and Plan
of Merger by and among MamaMancini’s, JEFE, and Merger Sub, dated as of November 1, 2017 (the “Merger Agreement”).
Pursuant to the terms of the Merger Agreement, JEFE has merged with and into Merger Sub, with Merger Sub continuing as the surviving
entity and a wholly owned subsidiary of MamaMancini’s. It is anticipated that Merger Sub will be renamed “Joseph Epstein
Food Enterprises, Inc.”
At
the Effective Time, the Company acquired all assets of JEFE which were estimated to be $2,928,825 as of July 31, 2017 The consideration
for the transaction was (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. No cash or
stock was exchanged in connection with the transaction.
The
foregoing summary of the transactions contemplated by the Merger Agreement does not purport to be complete and is subject to,
and qualified in its entirety by, the full text of the Merger Agreement, which is attached as Exhibit 2.1 to this Form 8-K filed
with the Securities and Exchange Commission, which is incorporated herein by reference.
Item
8.01. Other Events.
On
November 1, 2017, MamaMancini’s issued a press release announcing the closing of the merger. The full text of the press
release, a copy of which is attached hereto as Exhibit 99.1, is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(a)
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Financial
Statements of Business Acquired
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The
financial statements required by this Item are not being filed with this Current Report on Form 8-K. Such financial statements
will be filed by an amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report
on Form 8-K is required to be filed.
(b)
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Pro
Forma Financial Information.
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The
pro forma financial information required by this Item is not being filed with this Current Report on Form 8-K. Such pro forma
financial information will be filed by an amendment to this Current Report on Form 8-K not later than 71 days after the date on
which this Current Report on Form 8-K is required to be filed.
(d) Exhibits.
Exhibit
No.
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Description
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2.1
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Agreement and Plan of Merger, dated as of November 1, 2017, by and among MamaMancini’s Holdings, Inc., Joseph Epstein Food Enterprises, Inc. and MMMB Acquisition, Inc. (filed as exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference).
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99.1
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Press Release, dated November 1, 2017, of MamaMancini’s Holdings, Inc. announcing the closing of the merger.
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SIGNATURES
Pursuant
to the requirements of the Securities 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.
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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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Date:
November 1, 2017
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EXHIBIT
INDEX
Exhibit
No.
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Description
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2.1
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Agreement
and Plan of Merger, dated as of November 1, 2017, by and among MamaMancini’s Holdings,
Inc., Joseph Epstein Food Enterprises, Inc. and MMMB Acquisition, Inc. (filed as exhibit
2.1 to this Current Report on Form 8-K and incorporated herein by reference).
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99.1
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Press
Release, dated November 1, 2017, of MamaMancini’s Holdings, Inc. announcing the closing of the merger.
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