Current Report Filing (8-k)
January 04 2019 - 5:51PM
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): January 4, 2019
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
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(Commission
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(I.R.S.
Employer
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of
Incorporation)
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File
No.)
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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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[
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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
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Item 9.01 Financial Statements and Exhibits
SIGNATURES
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Effective,
January 4, 2019, the Company has arranged a new $3.5 million working capital line of credit with M&T Bank at LIBOR plus four
points with a two-year expiration. The Company has also arranged a $2.5 million five-year note with M&T Bank at LIBOR plus
four points with repayments in equal payments over 60 months. The new financing replaces the Company’s existing Senior Note
from Manatuck Hill Partners (which was due on May 1, 2019) in the amount of approximately $1.2 million; working capital and term
loans in the amount of approximately $2.8 million payable to EGC and a $250,000 term loan payable to Valley National Bank. Advances
under the line of credit are limited to eighty percent (80%) of eligible accounts receivable (which is subject to an agreed limitation
and is further subject to certain asset concentration provisions) and fifty percent (50%) of eligible inventory (which is subject
to an agreed dollar limitation). The new facility is supported by a first priority security interest in all of the Company’s
business assets and is further subject to various affirmative and negative financial covenants and a limited Guaranty by the Company’s
Chief executive Officer, Carl Wolf.
The
effect of the financing as well as an amendment to certain related party financing to notes maturing February 28, 2021 is to reclassify
approximately $3.4 million from short-term liabilities to long-term loans, improving the Company’s working capital to a
significant positive position.
The
Company estimates it initially will be paying a 6.5% per annum interest rate on the new financing, versus an average of over 12.5%
per annum on the prior financing it replaces. The Company estimates that it will initially reduce its monthly interest and related
fees by approximately $33,000, as well as initially improving its monthly cash flow by $101,000 in interest and related expenses
and monthly debt payments.
The
Company will be record a one-time charge of $121,500 for termination of its existing loans in the month of January and will also
amortize origination fees of $60,000 on the new facility over a 24-month period.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
None.
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.
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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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Dated: January 4, 2019
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