UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D/A
Tenth Amendment
Under
the Securities Exchange Act of 1934
MAMAMANCINI’S
HOLDINGS, INC.
(Name
of Issuer)
Common
Stock, par value $0.00001 per share
(Title
of Class of Securities)
57660106
(CUSIP
Number)
Carl
Wolf
6977
Collins Ave
Apartment
512
Miami,
FL 33141
(973)
985-0280
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
July 31, 2020
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
1
|
NAME
OF REPORTING PERSON
Carl
T. Wolf
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
[ ]
(b)
[ ]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS*
OO
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
7,378,571
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
7,378,571
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
7,378,571
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.67%
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
1
|
NAME
OF REPORTING PERSON
Marion
F. Wolf
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
[ ]
(b)
[ ]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS*
OO
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER*
0
|
8
|
SHARED
VOTING POWER*
0
|
9
|
SOLE
DISPOSITIVE POWER*
0
|
10
|
SHARED
DISPOSITIVE POWER*
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
7,378,571
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.67%*
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
*See
Item 3, below.
Item
1. Security and Issuer.
The
statement (“Statement”) relates to shares of common stock, par value $0.00001 per share (the “Common Stock”),
of MamaMancini’s Holdings, Inc., a Nevada corporation (the “Issuer” or the “Company”). The principal
executive office of the Issuer is located at 25 Branca Road, East Rutherford, NJ 07073.
Item
2. Identity and Background
The
Statement is being filed by Carl T. Wolf (“Mr. Wolf”) and Marion F. Wolf (“Ms. Wolf”). Mr. Wolf is the
Chief Executive Officer of the Company with an address at 6977
Collins Ave, Apartment 512, Miami, FL 33141. Ms. Wolf is the wife of Carl T. Wolf and resides at 6977 Collins Ave, Apartment 512,
Miami, FL 33141. Both Mr. and Ms. Wolf are United States citizens.
During
the last five years neither Mr. Wolf nor Ms. Wolf have (i) been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which proceeding he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item
3. Source and Amount of Funds or Other Consideration.
Mr.
and Ms. Wolf acquired the reported 570,437 shares of the Company’s common stock (“Shares”). on July 31,
2020 through the exercise of warrants at $1.00 per share. Ms. Wolf is the wife of Mr. Wolf and the Shares are held jointly, however,
Mr. Wolf maintains full voting control of the Shares.
Item
4. Purpose of Transaction.
Neither
Mr. Wolf nor Ms. Wolf have any current plans or proposals which relate to or would result in: (a) the acquisition by either Mr.
or Ms. Wolf of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer
of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management
of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on
the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change
in the Issuer’s business or corporate structure; (g) any change in the Issuer’s charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities
of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated
above.
Item
5. Interest in Securities of the Issuer.
(a)
As of the date hereof, Mr. and Ms. Wolf beneficially own 7,378,571 shares of the issued and outstanding common stock of
the Company. Such amount represents 22.67% of the total issued and outstanding shares of the Company’s common stock as of
the date hereof.
(b)
Mr. Wolf holds sole voting and dispositive power over the Shares as issued to him.
(c)
Other than disclosed below, there were no transactions by Mr. or Ms. Wolf in the Issuer’s Common Stock during the last 60
days:
On July 31, 2020, Mr. and Mrs. Wolf exercised
warrants to purchase 570,437 shares of common stock at $1.00 per share.
(d)
No other person is known to have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds
from the sale of, the securities of the Issuer owned by Mr. Wolf and Ms. Wolf.
(e)
Not applicable.
Item
6. Contracts, Agreements, Understandings or Relationships With Respect to Securities of the Issuer.
To
the knowledge of Mr. Wolf or Ms. Wolf, there are no contracts, arrangements, understandings or relationships (legal or otherwise),
including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies between
Mr. Wolf, Ms. Wolf and/or any other person, with respect to any securities of the Company.
Item
7. Material to be Filed as Exhibits.
Not Applicable.
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date:
August 5, 2020
/s/
Carl T. Wolf
|
|
Carl
Wolf
|
|
|
|
/s/
Marion F. Wolf
|
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Marion
F. Wolf
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