Amended Current Report Filing (8-k/a)
January 29 2018 - 6:07AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K/A
(Amendment
No. 1)
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
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(Commission
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(I.R.S.
Employer
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jurisdiction
of incorporation)
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File
Number)
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Identification
No.)
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25
Branca Road
East
Rutherford, NJ 07073
(Address
of principal executive offices) (zip code)
(201)
531-1212
(Registrant’s
telephone number, including area code)
(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-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01 Financial Statements and Exhibits
As
reported on our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 2, 2017, on November
1, 2017, MamaMancini’s Holdings, Inc. (the “Company”) closed the merger transaction (the “Merger”)
that was the subject of that certain Agreement and Plan of Merger (the “Merger Agreement”) with Joseph Epstein Food
Enterprises, Inc., a New Jersey corporation (“JEFE”) dated November 1, 2017. At closing, in accordance with the Merger
Agreement, JEFE merged with and into MMMB Acquisition, Inc., a Nevada corporation (“Merger Sub”), a wholly-owned subsidiary
of MamaMancini’s Holdings, Inc. (the “Merger”), with JEFE being the surviving corporation. As a result of the
Merger, JEFE became a wholly-owned subsidiary of the Company.
The
purpose of this amended filing is to enclose the audited financial statements of JEFE for the years ended December 31, 2016 and
2015, the unaudited financial statements for JEFE for the ten months ended October 31, 2017, and pro forma financial
statements, as required.
Exhibits
99.1
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Audited financial statements of Joseph Epstein Food Enterprises, Inc. for the years ended December 31, 2016 and 2015
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99.2
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Unaudited financial statements of Joseph Epstein Food Enterprises, Inc. for the ten months ended October 31, 2017
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99.3
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Unaudited pro forma condensed combined financial statements of Joseph Epstein Food Enterprises, Inc. and MamaMancini’s Holdings, Inc. as of October 31, 2017, January 31, 2017 and January 31, 2016
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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.
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MamaMancini’s
Holdings, Inc.
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a
Nevada corporation
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Date:
January 26, 2018
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By:
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/s/
Carl Wolf
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Carl
Wolf
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Chief
Executive Officer
(Principal Executive Officer)
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