UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment
No. 1 to
FORM
S-1
REGISTRATION
STATEMENT
UNDER THE SECURITIES ACT OF 1933
MAMAMANCINI’S
HOLDINGS, INC.
(Exact
Name of Registrant as Specified in its Charter)
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Nevada
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000-54954
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27-0607116
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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
(Address of Principal Executive Offices)
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07073
(Zip Code)
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Registrant’s
telephone number, including area code: (201) 531-1212
n/a
(Former
name or former address, if changed since last report)
Approximate
date of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If
any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box. [X]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If
delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
(Check
one):
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Large
accelerated filer [ ]
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Accelerated
Filer [ ]
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Non-accelerated
filer [ ]
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Smaller
reporting company [x]
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CALCULATION
OF REGISTRATION FEE
Title
of each
class of securities to be registered
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Amount
to be registered
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Proposed
maximum
offering price per share(1)
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Proposed
maximum
aggregate offering price
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Amount
of registration fee
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Shares
of Common Stock underlying Series A Warrants
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5,976,777
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$
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1.50
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$
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8,965,165
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$
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1,163.68
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Shares of Common
Stock underlying Placement Agent Warrants
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80,000
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$
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1.50
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$
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120,000
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$
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15.58
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Total Registration
Statement Fee
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$
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1,179.26
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(1)
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(e) under the Securities
Act of 1933.
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may determine.
Neither
the Securities Exchange Commission nor any state securities commissions have approved or disapproved of these securities or passed
upon the adequacy of the Prospectus. Any representation to the contrary is a criminal offense.
Explanatory
Note
The
purpose of this Post-Effective Amendment No. 1 to Registration Statement on Form S-1 is to include the registrant’s
interim financial statements for its third quarter ended October 31, 2020 and to update other relevant matters
since the effective date of the Form S-1 (May 6, 2020).
Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-236317
Dated
February 18, 2020
MAMAMANCINI’S
HOLDINGS, INC.
6,056,777
Shares of Common Stock
Par Value $0.00001 Per Share
This
prospectus relates to the offering by the selling stockholders of MAMAMANCINI’S HOLDINGS, INC. of up to 6,056,777 shares
of our common stock underlying Series A warrants. We will not receive any proceeds from the sale of common stock.
The
selling stockholders have advised us that they will sell the shares of common stock from time to time in broker’s transactions,
in the open market, on the OTCQB, in privately negotiated transactions or a combination of these methods, at market prices prevailing
at the time of sale, at prices related to the prevailing market prices or at negotiated prices. We will pay the expenses incurred
to register the shares for resale, but the selling stockholders will pay any underwriting discounts, commissions or agent’s
commissions related to the sale of their shares of common stock.
Our
common stock is traded on the OTCQB under the symbol “MMMB”. On February 17, 2021, the closing sale price of
our common stock was $1.96 per share.
You
should rely only on the information contained in this prospectus or any prospectus supplement or amendment. We have not authorized
anyone to provide you with different information.
Investing
in these securities involves significant risks. See “Risk Factors” beginning on page 12.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is February 18, 2021.
The
information contained in this prospectus is not complete and may be changed. This prospectus is included in the registration statement
that was filed by MAMAMANCINI’S HOLDINGS, INC. with the Securities and Exchange Commission. The selling stockholders may
not sell these securities until the registration statement becomes effective. This prospectus is not an offer to sell these securities
and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
TABLE
OF CONTENTS
SUMMARY
INFORMATION AND RISK FACTORS
The
items in the following summary are described in more detail later in this prospectus. This summary provides an overview of selected
information and does not contain all the information you should consider before investing in the securities. Before making an
investment decision, you should read the entire prospectus carefully, including the “Risk Factors” section, the financial
statements, and the notes to the financial statements.
For
purposes of this prospectus, unless otherwise indicated or the context otherwise requires, all references herein to “MamaMancini’s”,
“the Company”, “we,” “us,” and “our,” refer to MAMAMANCINI’S HOLDINGS, INC.,
a Nevada corporation.
SUMMARY
OF THE COMPANY
Our
History
MamaMancini’s
Holdings, Inc. (formerly Mascot Properties, Inc.) was incorporated in the State of Nevada on July 22, 2009. Mascot Properties,
Inc.’s (“Mascot”) activities since its inception consisted of trying to locate real estate properties to manage,
primarily related to student housing, and services which included general property management, maintenance and activities coordination
for residents. Mascot did not have any significant development of such business and did not derive any revenue. Due to the lack
of results in its attempt to implement its original business plan, management determined it was in the best interests of the shareholders
to look for other potential business opportunities.
On
February 22, 2010, MamaMancini’s LLC was formed as a limited liability company under the laws of the state of New Jersey
in order to commercialize our initial products. On March 5, 2012, the members of MamaMancini’s, LLC, holders of 4,700 units
(the “Units”) of MamaMancini’s LLC, exchanged the Units for 15,000,000 shares of common stock and those certain
options to purchase an additional 223,404 shares of MamaMancini’s Inc. (the “Exchange”). Upon consummation of
the Exchange, MamaMancini’s LLC ceased to exist and all further business has been and continues to be conducted by MamaMancini’s
Inc.
On
January 24, 2013, Mascot, Mascot Properties Acquisition Corp, a Delaware corporation and wholly-owned subsidiary of the Company
(“Merger Sub”), MamaMancini’s Inc., a privately-held Delaware Corporation headquartered in New Jersey (“Mama’s”)
and David Dreslin, an individual (the “Majority Shareholder”), entered into an Acquisition Agreement and Plan of Merger
(the “Agreement”) pursuant to which the Merger Sub was merged with and into Mama’s, with Mama’s surviving
as a wholly-owned subsidiary of the Company (the “Merger”). The transaction (the “Closing”) took place
on January 24, 2013 (the “Closing Date”). Mascot acquired, through a reverse triangular merger, all of the outstanding
capital stock of Mama’s in exchange for issuing Mama’s shareholders (the “Mama’s Shareholders”),
pro-rata, a total of 20,054,000 shares of the Company’s common stock. As a result of the Merger, the Mama’s Shareholders
became the majority shareholders of Mascot. Immediately following the Closing of the Agreement, Mascot changed its business plan
to that of Mama’s. On March 8, 2013, Mascot received notice from the Financial Industry Regulatory Authority (“FINRA”)
that its application to change its name and symbol had been approved and effective Monday, March 11, 2013, Mascot began trading
under its new name, “MamaMancini’s Holdings, Inc.” (“MamaMancini’s” or the “Company”)
and under its new symbol, “MMMB”.
On
November 1, 2017, 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
a merger transaction whereby JEFE merged with and into Merger Sub, with Merger Sub continuing as the surviving entity and a wholly
owned subsidiary of MamaMancini’s. Under the terms of the Merger Agreement and in connection with the merger, the Company
acquired all assets of JEFE. The consideration for the transaction was (a) the extinguishment of the Inter-Company Loan between
the parties, (b) the assumption by the Company of all JEFE accounts payable and accrued expenses (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. No cash or stock was exchanged
in connection with the transaction.
Our
Company
MamaMancini’s
roots go back to our founder Dan Dougherty, whose grandmother Anna “Mama” Mancini emigrated from Bari, Italy to Bay
Ridge, Brooklyn in 1921. Our products were developed using her old-world Italian recipes that were handed down to her grandson,
Dan Dougherty. Today we market a line of all-natural specialty prepared, frozen and refrigerated foods for sale in retailers around
the country. Our primary products include beef and turkey meatballs, meat loaf, chicken, sausage-related products and pasta entrees,
all with slow cooked Italian Sauce.
Our
products are all natural, contain a minimum number of ingredients and are generally derived from the original recipes of Anna
“Mama” Mancini. Our products appeal to health-conscious consumers who seek to avoid artificial flavors, synthetic
colors and preservatives that are used in many conventional packaged foods.
The
United States Department of Agriculture (the “USDA”) defines all natural as a product that contains no artificial
ingredients, coloring ingredients or chemical preservatives and is minimally processed. The Company’s products were submitted
to the USDA and approved as all natural. The Food and Safety and Inspection Service (“FSIS”) Food Standards and Labeling
Policy Book (2003) requires meat and poultry labels to include a brief statement directly beneath or beside the “natural”
Label claim that “explains what is meant by the term natural i.e., that the product is a natural food because it contains
no artificial ingredients and is only minimally processed”. The term “natural” may be used on a meat label or
poultry label if the product does not contain any artificial flavor or flavoring, coloring ingredient, chemical preservative,
or any other artificial or synthetic ingredient. Additionally, the term “all natural” can be used if the FSIS approves
your product and label claims. The Company’s product and label claims have been approved by the FSIS to contain the all-natural
label.
Additionally,
the Company has recently commenced marketing of certain “meatless” versions of its product line under a Trademark
Licensing Agreement with Beyond Meat, Inc.
Our
products are principally sold to supermarkets and mass-market retailers. We currently have 26 different product offerings which
are packaged in different sized retail and bulk packages. Our products are principally sold in multiple sections of the supermarket,
including hot bars, salad bars, prepared foods (meals), sandwich, as well as cold deli and foods-to-go sections. Our products
are also sold in the frozen food and fresh meat sections. We sell directly to both food retailers and food distributors.
Finally,
we also sell our products on QVC through live on-air offerings, auto ship programs and for everyday purchases on their web site.
QVC is the world’s largest direct to consumer marketer.
During
the year ended January 31, 2020, the Company earned revenues from three customers representing approximately 46%, 11% and 10%
of gross sales. During the year ended January 31, 2020, these three customers represented approximately 34%, 16% and 8% of total
gross outstanding receivables, respectively. During the year ended January 31, 2019, the company earned revenues from two customers
representing approximately 50% and 10% of gross sales. As of January 31, 2019, three customers represented approximately 44%,
19% and 13% of total gross outstanding receivables, respectively.
The
Company continually reviews its accounts in order to focus on maximum performance, and as a result periodically eliminates under-performing
accounts.
Industry
Overview
Our
products are considered specialty prepared foods, in that they are all natural, taste great, are authentic Italian and are made
with high quality ingredients. The market for specialty and prepared foods spans several sections of the supermarket, including
frozen, deli- prepared foods, and the specialty meat segment of the meat department.
Our
Strengths
We
believe that the following strengths differentiate our products and our brand:
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Authentic
recipes and great taste. Our products are founded upon Anna “Mama” Mancini’s
old-world Italian recipes. We believe the authenticity of our products has enabled us
to build and maintain loyalty and trust among our current customers and will help us
attract new customers. Additionally, we continuously receive positive customer testimonials
regarding the great taste and quality of our products.
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Healthy
and convenient. Our products are made only from high quality natural ingredients,
including domestic inspected beef, whole Italian tomatoes, genuine imported Pecorino
Romano, real eggs, natural breadcrumbs, olive oil and other herbs and spices. Our products
are also simple to prepare. Virtually every product we offer is ready-to-serve within
12 minutes, thereby providing quick and easy meal solutions for our customers. By including
the sauce and utilizing a tray with our packaging, our meatballs can be prepared quickly
and easily.
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Great
value. We strive to provide our customers with a great tasting product using all-natural
ingredients at an affordable price. Typical retail prices for 16 oz. packages ranges
from $4.99 to $7.99, and $5.99 to $9.99 for bulk products sold in delis or hot bars.
We believe the sizes of our product offerings represent a great value for the price.
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New
products and innovation. Since our inception, we have continued to introduce new
and innovative products. While we pride on ourselves on our traditional beef and turkey
meatballs and meat loaf, we have continuously made efforts to grow and diversify our
line of products while maintaining our high standards for all natural, healthy ingredients
and great taste.
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Customers/Management
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Strong
consumer loyalty. Many of our consumers are loyal and enthusiastic brand advocates.
Our consumers trust us to deliver great-tasting products made with all-natural ingredients.
Consumers have actively communicated with us through our website and/or social media
channels. We believe that this consumer interaction has generated interest in our products
and has inspired enthusiasm for our brand. We also believe that enthusiasm for our products
has led and will continue to lead to repeat purchases and new consumers trying our products.
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Experienced
leadership. We have a proven and experienced senior management team. Our Chief Executive
Officer and Chairman, Carl Wolf, has been with us since inception and has over 35 years
of experience in the management and operations of food companies. Mr. Wolf was the founder,
majority shareholder, Chairman of the Board, and CEO of Alpine Lace Brands, Inc., a public
company engaged in the development, marketing and distribution of cheese, deli meats
and other specialty food products, which was sold to Land O’Lakes, Inc. In addition,
the other members of our board of directors also have significant experience in the food
industry.
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Our
Growth Strategy
We
are actively executing a strategy to build our brand’s reputation, grow sales and improve our product and operating margins
by pursuing the following growth initiatives:
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Increase
product placements in the perimeter within retail locations. We strive for product
placements in the perishable departments of retail locations. We believe adding shelf
placements within the supermarkets that carry our products will increase customer awareness,
leading to more consumers purchasing our products and expanding our market share.
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Increase
Sales in “Fresh” Section. Increase sales in the “Fresh” section
(in the perimeter of the retainer), where there is significant sales growth and higher
margins, over products in the “Frozen” section which are showing zero to
negative growth.
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Increase
retail locations. We intend to increase sales by expanding the number of retail stores
that sell our products in the mainstream grocery and mass merchandiser channels.
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Increase
Overall Sales. We have an experienced sales staff and now employ one full time Vice
President of Sales as well as our Co-Founder Dan Dougherty, Carl Wolf, our Chief Executive
Officer and Chairman, and Matthew Brown, our President, each of whom is involved with
selling to, and managing sales with, major supermarket chains. In addition, the Company
has contracted with an independent consultant to manage sales opportunities in the food
service area as well as an independent person to solicit sales in colleges and universities
and independent delicatessens,
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Expand
food brokerage network. We currently work with retail food brokers nationwide and
intend to add additional food brokers to increase our geographical coverage in the United
States to approximately 90%.
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Enhance
awareness through marketing. We have increased our social media activity with Facebook,
Twitter, Pinterest, and YouTube. We have also expanded our activity with Sirius Radio
by 25% in calendar 2020 over 2019. We also engage with consumers through newsletter mailings,
blogs, and special projects, including a bank of recipe videos and contests and giveaways.
Targeted consumer merchandising activity, including virtual couponing, on-pack couponing,
mail-in rebates, product demonstrations, and co-op retail advertising will continue into
the future in order to increase sales and generate new customers.
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Adding
new products. Our market research and consumer testing enable us to identify attractive
new product opportunities. We intend to continue to introduce new products in both existing
and new product lines that appeal to a wide range of consumers.
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Maintain
a Strong Relationship with QVC. The Company currently offers various lines through
QVC and intends to increase its product line offerings offered through QVC.
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Increase
Media Exposure. Increase the visibility of Dan Dougherty (Mancini) in the media as a product spokesman.
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“Club
Stores”. The Company is aggressively pursuing sales to “Club Stores”.
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The
Company is actively pursuing sales to Canada through a designated agent who is handling all necessary compliance issues.
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Pricing
Our
pricing strategy focuses on being competitively priced with other premium brands. Since our products are positioned in the authentic
premium prepared food category, we maintain prices competitive with those of similar products and prices slightly higher than
those in the commodity prepared foods section. This pricing strategy also provides greater long-term flexibility as we grow our
product line through the growth curve of our products. Current typical retail prices for 16 oz. packages range from $4.99 to $7.99,
and $5.99 to $9.99 per pound for prepared food products sold to delis or hot bars. Increases in raw materials costs, among other
factors, may lead to us consider price increases in the future.
Suppliers/Manufacturers
As
of January 31, 2020, approximately 90% of our products are internally produced by the Company’s wholly-owned subsidiary,
Joseph Epstein Food Enterprises, Inc (“JEFE”). Approximately 10% are manufactured on an outsourced basis. None of
our raw materials or ingredients are directly grown or produced by us. From time-to-time we negotiate with other manufacturers
to supplement the Company’s manufacturing capability. We currently purchase modest quantities from other manufacturers.
All of the raw materials and ingredients in our products are readily available and are readily ascertainable by our suppliers.
We have not experienced any material shortages of ingredients or other products necessary to our operations and do not anticipate
such shortages in the foreseeable future.
Sales/Brokers
Our
products are sold primarily through a commission broker network. We sell to large retail chains who direct our products to their
own warehouses or to large food distributors.
The
Company increased its sales management efforts with the result that the Company is now actively soliciting business with almost
every major retail supermarket chain in the country. MamaMancini’s products are currently sold nationwide, with its greatest
concentration in the Northeast and Southeast. In April 2019, the Company initiated a major sales effort into the food service,
convenience store, export and special projects areas.
Marketing
The
majority of our marketing activity has been generated through promotional discounts, consumer trial, consumer product tastings
and demonstrations, in-store merchandising and signage, couponing, word of mouth, consumer public relations, social media, special
merchandising events with retailers and consumer advertising.
Based
on the Company’s metrics for determining brand awareness, which includes market studies and analysis of consumer recognition
of the MamaMancini’s brand, the Company believes that brand awareness for MamaMancini’s has grown in the past 12 months.
Investments
- Meatball Obsession
During
2011 the Company acquired a 34.62% interest in Meatball Obsession, LLC (“MO”) for a total investment of $27,032. This
investment is accounted for using the equity method of accounting. Accordingly, investments are recorded at acquisition cost plus
the Company’s equity in the undistributed earnings or losses of the entity. At December 31, 2011 the investment was written
down to $0 due to losses incurred by MO. The Company’s ownership interest in MO has decreased due to dilution. At January
31, 2020 and 2019, the Company’s ownership interest in MO was 12% and 12%, respectively. One of our directors, Steven Burns,
serves as the Chairman of the Board of Directors of Meatball Obsession. As of December 31, 2019, MO had wound down and ceased
operations. Major accounts were transitioned to MamaMancini’s as a part of the wind down.
Competition
The
gourmet and specialty pre-packaged and frozen food industry has many large competitors specializing in various types of cuisine
from all over the world. Our product lines are currently concentrated on Italian specialty foods. While it is our contention that
our competition is much more limited than the entire frozen and pre-packaged food industry based on our products’ niche
market, there can be no assurances that we do not compete with the entire frozen and pre-packaged food industry. We believe our
principal competitors include Quaker Maid, Hormel, Rosina Company, Inc., Casa Di Bertacchi, Inc., Farm Rich, Inc., Mama Lucia,
Buona Vita, Inc., Taylor Farms and Kings Command.
Intellectual
Property
Our
current intellectual property consists of trade secret recipes and cooking processes for our products and four trademarks for
“MamaMancini’s”, “Mac N’ Mamas”, “Sunday Dinner” and “The Meatball Lovers
Meatball”. The recipes and use of the trademarks have been assigned in perpetuity to the Company.
We
rely on a combination of trademark, copyright and trade secret laws to establish and protect our proprietary rights. We will also
use technical measures to protect our proprietary rights.
Royalty
Agreement
In
accordance with a Development and License Agreement (the “Development and License Agreement”) entered into on January
1, 2009 with Dan Dougherty relating to the use of his grandmother’s recipes for the products to be created by MamaMancini’s,
Mr. Dougherty granted us a 50-year exclusive license (subject to certain minimum payments being made), with a 25-year extension
option, to use and commercialize the licensed items. Under the terms of the Development and License Agreement, Mr. Dougherty shall
develop a line of beef meatballs with sauce, turkey meatballs with sauce and other similar meats and sauces for commercial manufacture,
distribution and sale (each a “Licensor Product” and collectively the “Licensor Products”). Mr. Dougherty
shall work with us to develop Licensor Products that are acceptable to us. Upon acceptance of a Licensor Product by us, Mr. Dougherty’s
trade secret recipes, formulas methods and ingredients for the preparation and production of such Licensor Products shall be subject
to the Development and License Agreement. In connection with the Development and License Agreement, we pay Mr. Dougherty a royalty
fee on net sales.
USDA
approval / Regulations
Our
food products, which are manufactured both in our own manufacturing facilities and in third-party facilities, are subject to various
federal, state and local regulations and inspection, and to extensive regulations and inspections, regarding sanitation, quality,
packaging and labeling. In order to distribute and sell our products outside the State of New Jersey, the third-party food processing
facilities must meet the standards promulgated by the U.S. Department of Agriculture (the “USDA”). Our manufacturing
processing facilities and products are subject to periodic inspection by federal, state, and local authorities. In January 2011,
the FDA’s Food Safety Modernization Act was signed into law. The law will increase the number of inspections at food facilities
in the U.S. in an effort to enhance the detection of food borne illness outbreaks and order recalls of tainted food products.
The facilities in which our products are manufactured are inspected regularly and comply with all the requirements of the FDA
and USDA.
We
are subject to the Food, Drug and Cosmetic Act and regulations promulgated thereunder by the FDA. This comprehensive regulatory
program governs, among other things, the manufacturing, composition and ingredients, packaging, and safety of food. Under this
program, the FDA regulates manufacturing practices for foods through, among other things, its current “good manufacturing
practices” regulations, or GMP’s, and specifies the recipes for certain foods. Specifically, the USDA defines “all
natural” as a product that contains no artificial ingredients, coloring ingredients or chemical preservatives and is minimally
processed. The Company’s products were submitted to the USDA and approved as “all natural”. However, should
the USDA change their definition of “all natural” at some point in the future, or should MamaMancini’s change
their existing recipes to include ingredients that do not meet the USDA’s definition of “all natural”, our results
of operations could be adversely affected.
The
FTC and other authorities regulate how we market and advertise our products, and we are currently in compliance with all regulations
related thereto, although we could be the target of claims relating to alleged false or deceptive advertising under federal and
state laws and regulations. Changes in these laws or regulations or the introduction of new laws or regulations could increase
the costs of doing business for us or our customers or suppliers or restrict our actions, causing our results of operations to
be adversely affected.
Quality
Assurance
We
take precautions designed to ensure the quality and safety of our products. In addition to routine third-party inspections of
our manufacturing facilities, we have instituted regular audits to address topics such as allergen control, ingredient, packaging
and product specifications and sanitation. Under the FDA Food Modernization Act, both our own manufacturing facilities and each
of our contract manufacturers are required to have a hazard analysis critical control points plan that identifies critical pathways
for contaminants and mandates control measures that must be used to prevent, eliminate or reduce relevant food-borne hazards.
Our
manufacturing facility is certified in the Safe Quality Food Program. These standards are integrated food safety and quality management
protocols designed specifically for the food sector and offer a comprehensive methodology to manage food safety and quality simultaneously.
Certification provides an independent and external validation that a product, process or service complies with applicable regulations
and standards.
We
work with suppliers who assure the quality and safety of their ingredients. These assurances are supported by our purchasing contracts
or quality assurance specification packets, including affidavits, certificates of analysis and analytical testing, where required.
The quality assurance staff within our manufacturing facility and within our contract manufacturers conduct periodic on-site routine
audits of critical ingredient suppliers.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus contains forward-looking statements. This prospectus includes statements regarding our plans, goals, strategies, intent,
beliefs or current expectations. These statements are expressed in good faith and based upon a reasonable basis when made, but
there can be no assurance that these expectations will be achieved or accomplished. These forward looking statements can be identified
by the use of terms and phrases such as “believe,” “plan,” “intend,” “anticipate,”
“target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions
“may,” “could,” “should,” etc. Items contemplating or making assumptions about, actual or
potential future sales, market size, collaborations, and business opportunities also constitute such forward-looking statements.
Although
forward-looking statements in this report reflect the good faith judgment of our management, forward-looking statements are inherently
subject to known and unknown risks, business, economic and other risks and uncertainties that may cause actual results to be materially
different from those discussed in these forward-looking statements. Readers are urged not to place undue reliance on these forward-looking
statements, which speak only as of the date of this report. We assume no obligation to update any forward-looking statements in
order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable
law or regulation. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed
with the Securities and Exchange Commission which attempt to advise interested parties of the risks and factors that may affect
our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize,
or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.
CORPORATE
ADDRESS AND TELEPHONE NUMBER
The
Company maintains its designated office at 25 Branca Road, East Rutherford, NJ 07073. The Company’s telephone number is
201-531-1212.
THE
OFFERING
This
prospectus will be utilized in connection with the re-sale of 6,056,777 shares which could be potentially issued in the future
as of the result of the prospective exercise of certain investor warrants and placement agent warrants which were issued in connection
with the Company’s recent stock offering. The Company will not receive any proceeds from any sales of these shares.
|
Common
stock currently outstanding
|
35,603,682
shares(1)
|
|
Common
stock offered by the selling stockholders
|
6,056,777
shares
|
|
Use
of proceeds
|
We
will not receive any proceeds from the sale of common stock offered by this prospectus.
|
(1)
Shares of common stock issued and outstanding as of February 10, 2021.
FINANCIAL
INFORMATION
SELECTED CONSOLIDATED FINANCIAL DATA
The
following selected consolidated statement of operations data contains consolidated statement of operations data and consolidated
balance sheet for the fiscal years period ended January 31, 2020, January 31, 2019 and January 31, 2018. The consolidated statement
of operations data and balance sheet data were derived from the audited consolidated financial statements. Such financial data
should be read in conjunction with the consolidated financial statements and the notes to the consolidated financial statements
starting on page 36 and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
|
|
|
1/31/20
|
|
|
1/31/19
(As Revised)
|
|
|
1/31/18
|
|
|
Revenues
|
|
$
|
34,837,447
|
|
|
$
|
28,474,374
|
|
|
$
|
27,543,335
|
|
|
Net income
|
|
$
|
1,532,694
|
|
|
$
|
453,499
|
|
|
$
|
319,740
|
|
|
Net income per share (basic)
|
|
$
|
0.05
|
|
|
$
|
0.01
|
|
|
$
|
0.01
|
|
|
Weighted average no. shares (basic)
|
|
|
31,949,803
|
|
|
|
31,843,755
|
|
|
|
29,811,521
|
|
|
Stockholders’ Equity (Deficit)
|
|
$
|
402,063
|
|
|
$
|
(1,278,697
|
)
|
|
$
|
(1,934,680
|
)
|
|
Total assets
|
|
$
|
9,937,069
|
|
|
$
|
7,667,771
|
|
|
$
|
7,272,345
|
|
|
Total liabilities
|
|
$
|
9,535,006
|
|
|
$
|
8,946,468
|
|
|
$
|
9,207,035
|
|
RISK
FACTORS
Before
you invest in our securities, you should be aware that there are various risks. You should consider carefully these risk factors,
together with all of the other information included in this annual report before you decide to purchase our securities. If any
of the following risks and uncertainties develop into actual events, our business, financial condition or results of operations
could be materially adversely affected.
RISKS
RELATED TO OUR BUSINESS
We
have a limited history of profitability.
Since
inception on February 22, 2010 and through January 31, 2020, Mamamancini’s has raised approximately $16,500,000 in capital.
During this same period, we have recorded net accumulated losses totaling $(16,144,110). As of January 31, 2020, we had working
capital of $1,412,024. MamaMancini’s net income for the two most recent fiscal years ended January 31, 2020 and January
31, 2019 have been $1,532,694 and $453,499. MamaMancini’s ability to achieve continued profitability depends upon many factors,
including its ability to develop and commercialize products. There can be no assurance that MamaMancini’s will be able to
achieve growth and profitability consistent with historical performance.
We
will need additional capital, which may be difficult to raise for a variety of reasons.
Since
inception in 2010 and through January 31, 2020, MamaMancini’s has incurred net accumulated losses of $(16,144,110). As of
January 31, 2020 we had working capital of $1,412,024 and stockholders’ equity of $402,063. The Company believes that it
has adequate financing to execute its current growth plan, however, in the case that the Company exceeds its expected growth,
we would need to raise additional capital and/or significantly cut expenses and overhead in order to operate the business through
such date. Currently, we have no plan to raise additional capital, and our access to funding is always uncertain. There is no
assurance that additional equity or debt financing will be available to us when needed, on acceptable terms or even at all. In
the event that we are not able to secure financing, we may have to scale back our development plans or operations.
The
majority of our business depends on a limited number of principal customers.
During
the year ended January 31, 2020, the Company earned revenues from three customers representing approximately 46%, 11% and 10%
of gross sales. During the year ended January 31, 2020, these three customers represented approximately 34%, 16% and 8% of total
gross outstanding receivables, respectively. During the year ended January 31, 2019, the company earned revenues from two customers
representing approximately 50% and 10% of gross sales. As of January 31, 2019, three customers represented approximately 44%,
19% and 13% of total gross outstanding receivables, respectively.
Competitive
product and pricing pressures in the food industry and the financial condition of customers and suppliers could adversely affect
our ability to gain or maintain market share and/or profitability.
We
currently operate in the highly competitive food industry, competing with other companies that have varying abilities to withstand
changing market conditions. Any significant change in our relationship with a major customer, including changes in product prices,
sales volume, or contractual terms may impact financial results. Such changes may result because our competitors may have substantial
financial, marketing, and other resources that may change the competitive environment. If we are unable to establish economies
of scale, marketing expertise, product innovation, and category leadership positions to respond to changing market trends, or
if we are unable to increase prices while maintaining a customer base, our profitability and volume growth could be impacted in
a materially adverse way. The success of our business depends, in part, upon the financial strength and viability of our suppliers
and customers. The financial condition of those suppliers and customers is affected in large part by conditions and events that
are beyond our control. A significant deterioration of their financial condition would adversely affect our financial results.
We
face competition from companies who produce similar frozen products and other prepared foods, many of whom have longer operating
histories or who have substantially more financial resources.
Many
of our competitors have been in business for a significantly longer period of time than we have and have learned manufacturing
techniques which can aid in efficiently producing their products. Additionally, many of these companies have successfully acquired
a loyal customer base that would be difficult for us to compete with. Such customers may be unwilling to purchase our products
due to brand loyalty or uncertainty in the highly competitive market in which we compete. In addition, if we gain traction in
our particular niche of creating gourmet Italian frozen foods, major food companies with substantial marketing and financial resources
may attempt to compete more directly with us. In the event that such large companies do directly compete with us, our business
may be adversely affected.
Our
operations are subject to regulation by the U.S. Food and Drug Administration (“FDA”), U.S. Department of Agriculture
(“USDA”), Federal Trade Commission (“FTC”) and other governmental entities and such regulations are subject
to change from time to time which could impact how we manage our production and sale of products. Federal budget cuts could result
in furloughs for government employees, including inspectors and reviewers for our supplier’s plants and products which could
materially impact our ability to manufacture regulated products.
Our
food products which are manufactured in third-party facilities are subject to extensive regulation by the FDA, the USDA and other
national, state, and local authorities. For example, we are subject to the Food, Drug and Cosmetic Act and regulations promulgated
thereunder by the FDA. This comprehensive regulatory program governs, among other things, the manufacturing, composition and ingredients,
packaging, and safety of food. Under this program, the FDA regulates manufacturing practices for foods through, among other things,
its current “good manufacturing practices” regulations, or GMP’s, and specifies the recipes for certain foods.
Specifically, the USDA defines “all natural” as a product that contains no artificial ingredients, coloring ingredients
or chemical preservatives and is minimally processed. The Company’s products were submitted to the USDA and approved as
“all natural”. However, should the USDA change their definition of “all natural” at some point in the
future, or should MamaMancini’s change their existing recipes to include ingredients that do not meet the USDA’s definition/
of “all natural”, our results of operations could be adversely affected.
The
FTC and other authorities regulate how we market and advertise our products, and we could be the target of claims relating to
alleged false or deceptive advertising under federal and state laws and regulations. Changes in these laws or regulations or the
introduction of new laws or regulations could increase the costs of doing business for us or our customers or suppliers or restrict
our actions, causing our results of operations to be adversely affected.
The
need for and effect of product recalls could have a material adverse impact on our business.
If
any of our products become misbranded or adulterated, we may need to conduct a product recall. The scope of such a recall could
result in significant costs incurred as a result of the recall, potential destruction of inventory, and lost sales. Should consumption
of any product cause injury and/or illness, we also may be liable for monetary damages as a result of one or more product liability
judgments against us. A significant product recall or product liability case could cause a loss of consumer confidence in our
food products and could have a material adverse effect on the value of our brand, results of operations and prospects.
We
may be subject to significant liability if the consumption of any of our products causes illness or physical harm.
The
sale of food products for human consumption involves the risk of injury or illness to consumers. Such injuries or illness may
result from inadvertent mislabeling, tampering or product contamination or spoilage. Under certain circumstances, we may be required
to recall or withdraw products, which may have a material adverse effect on our business. Even if a situation does not necessitate
a recall or market withdrawal, product liability claims may be asserted against us. If the consumption of any of our products
causes, or is alleged to have caused, a health-related illness, we may become subject to claims or lawsuits relating to such matters.
Even if a product liability claim is unsuccessful, the negative publicity surrounding any assertion that our products caused illness
or physical harm could adversely affect our reputation with existing and potential distributors, retailers and consumers and our
corporate image and brand equity. Moreover, claims or liabilities of this sort might not be covered by insurance or by any rights
of indemnity or contribution that we may have against others. A product liability judgment against us or a product recall or market
withdrawal could have a material adverse effect on our business, reputation and operating results.
The
impact of various food safety issues, environmental, legal, tax, and other regulations and related developments could adversely
affect our sales and profitability.
Our
products are subject to numerous food safety and other laws and regulations regarding the manufacturing, marketing, and distribution
of food products, particularly the USDA, and state and local agencies. These regulations govern matters such as ingredients, advertising,
taxation, relations with distributors and retailers, health and safety matters, and environmental concerns. The ineffectiveness
of our or our manufacturer’s planning and policies with respect to these matters, and the need to comply with new or revised
laws or regulations with regard to licensing requirements, trade and pricing practices, environmental permitting, or other food
or safety matters, or new interpretations or enforcement of existing laws and regulations, as well as any related litigation,
may have a material adverse effect on our sales and profitability.
Increases
in the cost and restrictions on the availability of raw materials could adversely affect our financial results.
Our
products include agricultural commodities such as tomatoes, onions, and meats and other items such as spices and flour, as well
as packaging materials such as plastic, metal, paper, fiberboard, and other materials and inputs such as water, in order to manufacture
products. The availability or cost of such commodities may fluctuate widely due to government policy and regulation, crop failures
or shortages due to plant disease or insect and other pest infestation, weather conditions, potential impact of climate change,
increased demand for biofuels, or other unforeseen circumstances. To the extent that any of the foregoing or other unknown factors
increase the prices of such commodities or materials and we are unable to increase our prices or adequately hedge against such
changes in a manner that offsets such changes, the results of its operations could be materially and adversely affected. Similarly,
if supplier arrangements and relationships result in increased and unforeseen expenses, our financial results could be materially
and adversely impacted.
Disruption
of our supply chain could adversely affect our business.
Damage
or disruption to our manufacturing or distribution capabilities due to weather, natural disaster, fire, terrorism, pandemic, strikes,
the financial and/or operational instability of key suppliers, distributors, warehousing and transportation providers, or brokers,
or other reasons could impair our ability to manufacture or sell our products. To the extent that we are unable to, or cannot
financially mitigate the likelihood or potential impact of such events, or to effectively manage such events if they occur, particularly
when a product is sourced from a single location, our business and results of operations may be materially adversely affected,
and additional resources could be required to restore our supply chain.
Higher
energy costs and other factors affecting the cost of producing, transporting, and distributing our products could adversely affect
our financial results.
Rising
fuel and energy costs may have a significant impact on our cost of operations, including the manufacture, transportation, and
distribution of products. Fuel costs may fluctuate due to a number of factors outside of our control, including government policy
and regulation and weather conditions. Additionally, we may be unable to maintain favorable arrangements with respect to the manufacturing
costs of our products as a result of the rise in costs of procuring raw materials and transportation by our manufacturers. This
may result in increased expenses and negatively affect operations.
If
we fail to establish and maintain an effective system of internal control, we may not be able to report our financial results
accurately or to prevent fraud. Any inability to report and file our financial results accurately and timely could harm our reputation
and adversely impact the trading price of our common stock.
Effective
internal control is necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial
reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment
existed, and our business and reputation with investors may be harmed.
Because
of our limited resources, there are limited controls over our information processing. There is inadequate segregation of duties
consistent with control objectives. Our management is composed of a small number of individuals resulting in a situation where
limitations on segregation of duties exist. In order to remedy this situation, we would need to hire additional staff. Currently,
we are unable to afford to hire additional staff to facilitate greater segregation of duties but will reassess our capabilities
in the following year.
Management
believes that the material weaknesses set forth above are the result of the lack of scale of our operations and are intrinsic
to our small size. Nonetheless, our small size and our current internal control deficiencies may have a material adverse effect
on our ability to accurately and timely report our financial information which, in turn, may have a material adverse effect on
our financial condition.
As
a result of our small size and our current internal control deficiencies, our financial condition, results of operation and access
to capital may be materially adversely affected.
Global
economic uncertainties continue to affect consumers’ purchasing habits and customer financial stability, which may affect
sales volume and profitability on some of our products and have other impacts that we cannot fully predict.
As
a result of continuing global economic uncertainties, price-conscious consumers may replace their purchases of our premium and
value-added products with lower-cost alternatives, which could affect the price and volume of some of these products. The volume
or profitability of our products may be adversely affected if consumers are reluctant to pay a premium for higher quality frozen
foods or if they replace purchases of our products with cheaper alternatives. Additionally, distributors and retailers may become
more conservative in response to these conditions and seek to reduce their inventories. Our results of operations depend upon,
among other things, our ability to maintain and increase sales volume with our existing distributors and retailers, to attract
new consumers and to provide products that appeal to consumers at prices they are willing and able to pay. Prolonged unfavorable
economic conditions may have an adverse effect on our sales and profitability.
We
rely on key personnel and, if we are unable to retain or motivate key personnel or hire qualified personnel, we may not be able
to grow effectively.
Our
success depends in large part upon the abilities and continued service of our executive officers and other key employees, particularly
Mr. Carl Wolf, our Chief Executive Officer and Chairman, and Mr. Matthew Brown, our President. There can be no assurance that
we will be able to retain the services of such officers and employees. Our failure to retain the services of our key personnel
could have a materially adverse effect on our business. In order to support our projected growth, we will be required to effectively
recruit, hire, train and retain additional qualified management personnel. Our inability to attract and retain necessary personnel
could have a materially adverse effect on our business.
The
failure of new product or packaging introductions to gain trade and consumer acceptance and address changes in consumer preferences
could adversely affect our sales.
Our
success is dependent upon anticipating and reacting to changes in consumer preferences, including health and wellness. There are
inherent marketplace risks associated with new product or packaging introductions, including uncertainties about trade and consumer
acceptance. Moreover, success is dependent upon our ability to identify and respond to consumer trends through innovation. We
may be required to increase expenditures for new product development and there is no guarantee that we will be successful in developing
new products or improving upon products already in existence. Additionally, our new products may not achieve consumer acceptance
and could materially negatively impact sales.
Changes
in our promotional activities may impact, and may have a disproportionate effect on, our overall financial condition and results
of operations.
We
offer a variety of sales and promotion incentives to our customers and to consumers, such as price discounts, consumer coupons,
volume rebates, cooperative marketing programs, slotting fees and in-store displays. Our net sales may periodically be influenced
by the introduction and discontinuance of sales and promotion incentives. Reductions in overall sales and promotion incentives
could impact our net sales and affect our results of operations in any particular fiscal quarter.
We
may not be able to successfully implement our growth strategy on a timely basis or at all.
Our
future success depends, in large part, on our ability to implement our growth strategy of expanding distribution and improving
placement of our products, attracting new consumers to our brand and introducing new product lines and product extensions. Our
ability to implement this growth strategy depends, among other things, on our ability to:
|
|
●
|
enter
into distribution and other strategic arrangements with third-party retailers and other
potential distributors of our products;
|
|
|
|
|
|
|
●
|
continue
to compete in conventional grocery and mass merchandiser retail channels in addition
to the natural and organic channel;
|
|
|
|
|
|
|
●
|
secure
shelf space in key supermarket locations;
|
|
|
|
|
|
|
●
|
increase
our brand awareness;
|
|
|
|
|
|
|
●
|
expand
and maintain brand loyalty; and
|
|
|
|
|
|
|
●
|
develop
new product lines and extensions.
|
We
may not be able to successfully implement our growth strategy. Our sales and operating results will be adversely affected if we
fail to implement our growth strategy or if we invest resources in a growth strategy that ultimately proves unsuccessful.
We
are currently selling products in supermarkets in the United States. If we are unable to expand into mass-market retailers or
sell products in a greater number of supermarkets we will fall short of our projections and our business and financial condition
would be adversely affected.
As
a smaller supplier, we may not sell in enough bulk in certain stores and as such our products may not be placed in the most ideal
locations to catch the attention of end consumers. If we are unable to gain significant sales growth, our products may never be
displayed in the most attractive locations in stores and our sales may suffer.
We
may be unable to successfully execute our identified growth strategies or other growth strategies that we determine to pursue.
We
currently have a limited corporate infrastructure. In order to pursue growth strategies, we will need to continue to build our
infrastructure and operational capabilities. Our ability to do any of these successfully could be affected by any one or more
of the following factors:
|
|
●
|
our
ability to raise substantial amounts of additional capital if needed to fund the implementation
of our business plan;
|
|
|
|
|
|
|
●
|
our
ability to execute our business strategy;
|
|
|
|
|
|
|
●
|
the
ability of our products to achieve market acceptance;
|
|
|
|
|
|
|
●
|
our
ability to manage the expansion of our operations and any acquisitions we may make, which
could result in increased costs, high employee turnover or damage to customer relationships;
|
|
|
|
|
|
|
●
|
our
ability to attract and retain qualified personnel;
|
|
|
|
|
|
|
●
|
our
ability to manage our third-party relationships effectively; and
|
|
|
|
|
|
|
●
|
our
ability to accurately predict and respond to the rapid market changes in our industry
and the evolving demands of the markets we serve.
|
Our
failure to adequately address any one or more of the above factors could have a significant impact on our ability to implement
our business plan and our ability to pursue other opportunities that arise.
We
may be unable to maintain quality control.
All
of our manufacturing is outsourced. Although we have entered into supply agreements specifying certain minimum acceptable quality
standards, there is no assurance that our current quality assurance procedures will be able to effectively monitor compliance.
Additionally, in the event that we expand our operations and increase our output volume, including securing additional manufacturers,
there is no assurance that we will be able to adequately maintain quality controls or that our current manufacturing process is
scalable.
There
may be products liability and other legal claims.
We
currently carry products liability insurance policy. Although we believe that the amount of insurance coverage is sufficient for
our operations, there is no assurance that the coverage will be adequate.
Our
brand and reputation may suffer from real or perceived issues involving the labeling and marketing of our products as “natural.”
Although
the FDA and USDA have each issued statements regarding the appropriate use of the word “natural,” there is no single,
U.S. government-regulated definition of the term “natural” for use in the food industry. The resulting uncertainty
has led to consumer confusion, distrust and legal challenges. Plaintiffs have commenced legal actions against a number of food
companies that market “natural” products, asserting false, misleading and deceptive advertising and labeling claims.
Should we become subject to similar claims, consumers may avoid purchasing products from us or seek alternatives, even if the
basis for the claim is unfounded. Adverse publicity about these matters may discourage consumers from buying our products. The
cost of defending against any such claims could be significant. Any loss of confidence on the part of consumers in the truthfulness
of our labeling or ingredient claims would be difficult and costly to overcome and may significantly reduce our brand value. Uncertainty
as to the ingredients used in our products, regardless of the cause, may have a substantial and adverse effect on our brand and
our business, results of operations and financial condition.
Virtually
all of our finished goods inventory is located in a single warehouse facility. Any damage or disruption at this facility would
have an adverse effect on our business, results of operations and financial condition.
Virtually
all of our finished goods inventory is located in one warehouse facility. A natural disaster, fire, power interruption, work stoppage
or other unanticipated catastrophic event at this facility would significantly disrupt our ability to deliver our products and
operate our business. If any material amount of our inventory were damaged, we would be unable to meet our contractual obligations
and, as a result, our business, results of operations and financial condition would suffer.
We
may be unable to defend our intellectual property.
Our
business could be adversely affected if we are unable to adequately protect our intellectual property. Our current intellectual
property consists of trade secret recipes and cooking processes for our products and trademarks. We rely on a combination of trademark,
copyright and trade secret laws to establish and protect our proprietary rights. We will also use technical measures to protect
our proprietary rights. We may, however, not be able to secure significant protection for service marks or trademarks that we
obtain. Our inability to protect our intellectual property from others may impede our brand identity and could lead to consumer
confusion.
Our
intellectual property rights are valuable, and any inability to protect them could reduce the value of our services and brand.
Our
business is largely based upon our recipes which are trade secrets and are not patentable. We may be unable to keep other companies
from copying our recipes, or we may be subject to legal actions alleging intellectual property infringement, unfair competition
or similar claims against us. Companies may have intellectual property rights covering aspects of our technologies or businesses.
Defending ourselves against intellectual property infringement or similar claims would be expensive and would divert management’s
attention. Additionally, there is no assurance that we would be successful in defending ourselves against such claims.
We
could be substantially affected by the Coronavirus (COVID-19) pandemic
In December 2019, an outbreak
of a novel strain of coronavirus (COVID-19) originated in Wuhan, China, and has since spread to a number of other countries, including
the United States. On March 11, 2020, the World Health Organization characterized COVID-19 as a pandemic. In addition, as of the
time of the filing of this Annual Report on Form 10-K, several states in the United States have declared states of emergency,
and several countries around the world, including the United States, have taken steps to restrict travel. While all of our operations
are located in the United States, we participate in a national supply chain, and the existence of a worldwide pandemic, the fear
associated with COVID-19, or any, pandemic, and the reactions of governments around the world in response to COVID-19, or any,
pandemic, to regulate the flow of labor and products and impede the travel of personnel, may impact our ability to conduct normal
business operations, which could adversely affect our results of operations and liquidity. Disruptions to our supply chain and
business operations, or to our suppliers’ or customers’ supply chains and business operations, could include disruptions
from the closure of supplier and manufacturer facilities, interruptions in the supply of raw materials and components, personnel
absences, or restrictions on the shipment of our or our suppliers’ or customers’ products, any of which could have
adverse ripple effects on our manufacturing output and delivery schedule. If we need to close any of our facilities or a critical
number of our employees become too ill to work, our production ability could be materially adversely affected in a rapid manner.
Similarly, if our customers experience adverse business consequences due to COVID-19, or any other, pandemic, demand for our products
could also be materially adversely affected in a rapid manner. Global health concerns, such as COVID-19, could also result in
social, economic, and labor instability in the countries and localities in which we or our suppliers and customers operate. Any
of these uncertainties could have a material adverse effect on our business, financial condition or results of operations.
RISKS
RELATED TO OUR SECURITIES
We
currently have a limited trading volume, which results in higher price volatility for, and reduced liquidity of, our common stock.
Our
shares of common stock have been listed for trading on the OTCQB since 2013. However, historically there has been limited daily
volume of trading in our common stock on the OTCQB, which has limited the overall and perceived liquidity of our common stock
on that market.
A
more active trading market for our shares may never develop or be sustained. Active trading markets generally result in lower
price volatility and more efficient execution of buy and sell orders. The absence of an active trading market increases price
volatility and reduces the liquidity of our common stock. As long as this condition continues, the sale of a significant number
of shares of common stock at any particular time could be difficult to achieve at the market prices prevailing immediately before
such shares are offered and, if an active market for our common stock does not develop, it may be difficult to sell shares without
depressing the market price for the shares, or at all. In addition, in the event that an active trading market does not develop,
the price of our common stock may not be a reliable indicator of the fair value of our common stock.
Furthermore,
if our common stock ceases to be listed on the OTCQB, holders would find it more difficult to dispose of, or to obtain accurate
quotations as to the market value of, our common stock, and the market value of our common stock would likely decline.
You
may experience dilution of your ownership interest because of the future issuance of additional shares of our common stock and
our preferred stock.
In
the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership
interests of our present stockholders. We are currently authorized to issue an aggregate of 270,000,000 shares of capital stock
consisting of 20,000,000 shares of preferred stock, par value $0.00001 per share and 250,000,000 shares of common stock, par value
$0.00001 per share.
We
may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock
in connection with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital
raising purposes, or for other business purposes. The future issuance of any such additional shares of our common stock or other
securities may create downward pressure on the trading price of our common stock. There can be no assurance that we will not be
required to issue additional shares, warrants or other convertible securities in the future in conjunction with hiring or retaining
employees or consultants, future acquisitions, future sales of our securities for capital raising purposes or for other business
purposes, including at a price (or exercise prices) below the price at which shares of our common stock are trading.
Our
common stock is considered a penny stock, which may be subject to restrictions on marketability, so you may not be able to sell
your shares.
We
are currently listed on the OTCQB under the symbol “MMMB” and are subject to the penny stock rules adopted by the
SEC that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure
requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult
for our shareholders to sell their securities.
Penny
stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities
exchanges or quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock
not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny
stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations
for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements
showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special
written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written
agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the
secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers
by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the
market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common
stock and may affect your ability to resell our common stock.
The
concentration of our capital stock ownership with insiders could limit your ability to influence the outcome of key transactions,
including a change of control.
Our
directors, executive officers and each of our stockholders who own greater than 5% of our outstanding common stock, in the aggregate,
beneficially own approximately 50% of the outstanding shares of our common stock, based on the number of shares outstanding as
of April 23, 2020. These stockholders are able to influence or control matters requiring approval by our stockholders, including
the election of directors and the approval of mergers, acquisitions or other extraordinary transactions. They may have interests
that differ from yours and may vote in a manner that is adverse to your interests. This concentration of ownership may have the
effect of deterring, delaying or preventing a change of control of our company, could deprive our stockholders of an opportunity
to receive a premium for their common stock as part of a sale of our company and might ultimately affect the market price of our
common stock.
If
and when a larger trading market for our common stock develops, the market price of our common stock is still likely to be highly
volatile and subject to wide fluctuations, and you may be unable to resell your shares at or above the price at which you acquired
them.
The
market price of our common stock is likely to be highly volatile and could be subject to wide fluctuations in response to a number
of factors that are beyond our control, including, but not limited to:
|
|
●
|
variations
in our revenue and operating expenses;
|
|
|
|
|
|
|
●
|
market
conditions in our industry and the economy as a whole;
|
|
|
|
|
|
|
●
|
actual
or expected changes in our growth rates or our competitors’ growth rates;
|
|
|
|
|
|
|
●
|
announcements
of innovations or new products or services by us or our competitors;
|
|
|
|
|
|
|
●
|
announcements
by the government relating to regulations that govern our industry;
|
|
|
|
|
|
|
●
|
sales
of our common stock or other securities by us or in the open market; and
|
|
|
|
|
|
|
●
|
changes
in the market valuations of other comparable companies.
|
In
addition, if the market for food industry stocks or the stock market in general experiences loss of investor confidence, the trading
price of our common stock could decline for reasons unrelated to our business, financial condition or operating results. The trading
price of our shares might also decline in reaction to events that affect other companies in our industry, even if these events
do not directly affect us. Each of these factors, among others, could harm the value of your investment in our common stock. In
the past, following periods of volatility in the market, securities class-action litigation has often been instituted against
companies. Such litigation, if instituted against us, could result in substantial costs and diversion of management’s attention
and resources, which could materially and adversely affect our business, operating results and financial condition.
We
do not expect to pay dividends.
We
have never declared or paid any cash dividends or distributions on our common stock. We currently intend to retain our future
earnings, if any, to support operations and to finance expansion and therefore we do not anticipate paying any cash dividends
on our common stock in the foreseeable future.
The
declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend
upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements,
and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and,
if dividends are paid, there is no assurance with respect to the amount of any such dividend. If the Company does not pay dividends,
the Company’s common stock may be less valuable because a return on an investor’s investment will only occur if the
Company’s stock price appreciates.
If
securities or industry analysts do not publish research or reports about us, our business or our market, or if they change their
recommendations regarding our stock adversely, our stock price and trading volume could decline.
The
trading market for our common stock will be influenced by the research and reports that industry or securities analysts may publish
about us, our business, our market or our competitors. If any of the analysts who may cover us change their recommendation regarding
our stock adversely, or provide more favorable relative recommendations about our competitors, our stock price would likely decline.
If any analyst who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose
visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.
USE
OF PROCEEDS
This
prospectus relates to the resale of our common stock that may be offered and sold from time to time by the selling stockholders.
We will not receive any proceeds from the sale of shares of common stock in this offering.
DETERMINATION
OF OFFERING PRICE
All
shares of our common stock being offered will be sold by the selling stockholders without our involvement. It is our expectation
that the selling shareholders will sell their shares at the market prices prevailing from time-to-time.
DILUTION
The
common stock to be sold by the selling shareholders is common stock that is currently issued or will be issued to our shareholders
upon exercise of certain Warrants issued by the Company. Accordingly, there will be no dilution to our existing shareholders from
these sales, other than from the exercise of the Warrants.
SELLING
STOCKHOLDERS
The
following table sets forth the number of shares of Company common stock owned and issuable on the exercise of warrants beneficially
owned, as of the date of this prospectus, by the selling stockholders prior to the offering contemplated by this prospectus, the
number of shares which are issuable on the exercise of warrants beneficially owned by each selling stockholder which is being
offered by this prospectus and the number of shares which are issuable on the exercise of warrants beneficially owned which each
selling stockholder would own beneficially if all such offered shares are sold. None of the selling stockholders is known to us
to be a registered broker-dealer or an affiliate of a registered broker-dealer. Each of the selling stockholders has acquired
his, her or its shares solely for investment and not with a view to or for resale or distribution of such securities. Beneficial
ownership is determined in accordance with SEC rules and includes voting or investment power with respect to the securities.
|
|
|
Shares
of Common Stock
|
|
|
Shares
of Common Stock
|
|
|
Shares
of Common Stock
|
|
|
Percentage
of Common
|
|
|
|
|
Owned
Prior to
|
|
|
to
be
|
|
|
Owned
After
|
|
|
Stock
Owned After
|
|
|
Name (1)
|
|
the
Offering
|
|
|
Sold
(2)
|
|
|
the
Offering
|
|
|
This
Offering
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Spartan
Capital Securities LLC
|
|
|
80,000
|
|
|
|
80,000
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Carl and Marion Wolf
|
|
|
592,592
|
|
|
|
592,592
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Carl Wolf
|
|
|
148,148
|
|
|
|
148,148
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Matt Brown & Karen
Wolf
|
|
|
74,074
|
|
|
|
74,074
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Mary & Dean Janeway
|
|
|
74,074
|
|
|
|
74,074
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Alfred D’Agostino
Revocable Living Trust 11/6/09
|
|
|
74,074
|
|
|
|
74,074
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
PointProspect, Inc.
|
|
|
74,074
|
|
|
|
74,074
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Daniel & Maureen
Altobello
|
|
|
74,074
|
|
|
|
74,074
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
David and Susan Russell
|
|
|
148,148
|
|
|
|
148,148
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Martin Gross
|
|
|
222,222
|
|
|
|
222,222
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Thomas Walther
|
|
|
125,926
|
|
|
|
125,926
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
James Reynolds
|
|
|
148,148
|
|
|
|
148,148
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Mark Whitmore
|
|
|
37,037
|
|
|
|
37,037
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Larry Sorenson
|
|
|
296,296
|
|
|
|
296,296
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
John Toohey
|
|
|
148,148
|
|
|
|
148,148
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Marian Elbert
|
|
|
74,074
|
|
|
|
74,074
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Javier Castillo
|
|
|
74,074
|
|
|
|
74,074
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Kevork Niksarli
|
|
|
370,370
|
|
|
|
370,370
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Joel Cohen
|
|
|
370,370
|
|
|
|
370,370
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Steve Voeller
|
|
|
74,074
|
|
|
|
74,074
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Byron Fischer
|
|
|
74,074
|
|
|
|
74,074
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
William Hayman
|
|
|
14,815
|
|
|
|
14,815
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Mark Brandow
|
|
|
14,925
|
|
|
|
14,925
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Hybrid Media Services
LLC
|
|
|
162,963
|
|
|
|
162,963
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Thomas Hogue
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Kenneth Chartier
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Richard Fischer
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Phil Yahnke
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Randy Larson
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Jerome Kohlhaas
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
David Sutton
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Rodney Gertson
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Roger Arrington
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Tom Strother
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
David A Rolfson
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Thomas and Kathryn Frederick
|
|
|
33,333
|
|
|
|
33,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Tom Strother (IRA)
|
|
|
3,667
|
|
|
|
3,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Alan Washburn
|
|
|
28,333
|
|
|
|
28,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Allen Gerber
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Bruce Alder
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
George Woodruff
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Jonathan Talbot
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Ronald Torkas
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Bama, Inc.
|
|
|
15,667
|
|
|
|
15,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Barry Jungwirth (IRA)
|
|
|
13,000
|
|
|
|
13,000
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Charles and Cindy Mercer
Living Trust
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
David VanDyke
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Joel and Carol Weiner
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Santiago Ramos
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Susan and Samuel Casey
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Glen Hursh
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Randal George
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
William Harding
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Bryan Coester
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Michael Lennon
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Gilcy Partnership c/o
Aaron Cohen
|
|
|
18,500
|
|
|
|
18,500
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Curtis and Jennifer
Sorenson
|
|
|
25,000
|
|
|
|
25,000
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Richard and Elizabeth
Harding Revocable Trust
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
William Nehmer, Great
Dane of Utah SEP IRA
|
|
|
41,667
|
|
|
|
41,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Santiago Ramos
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Robert Scully - IRA
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Larry Signalness
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Darrel Schmidt
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Tony Smith
|
|
|
5,000
|
|
|
|
5,000
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Troy Hornbeck
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Steven Carothers
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Peter Bennett
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Pete and
Marion Soverel
|
|
|
7,000
|
|
|
|
7,000
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
William Bowman
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Lara Paul
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Mark S. Devan - IRA
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
David A Rolfson
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Kerry Walsh
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Mark Whitmore
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Ronald P Devito
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Steven Fox
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Todd Clarke
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Joe Minga
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Curtis Sorenson and
Jennifer Sorenson
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Stephen Johnson
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Bruce Alder
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
MSG Family Ltd Partnership
C/O Mark Goldstein
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Larry Sorenson
|
|
|
66,667
|
|
|
|
66,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Dale Schaffer
|
|
|
7,500
|
|
|
|
7,500
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Mukesh Patel
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Greg Behar
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
George Martin
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Kevin Loveland
|
|
|
33,333
|
|
|
|
33,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Terry Coffing
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Peter Bennett
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Sheldon Arnaud- IRA
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Timothy and Joy Sieger
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Philip Johnson
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Douglas Merrihew - IRA
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Kevin Loveland
|
|
|
133,333
|
|
|
|
133,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Dennis and Allison O’Hara
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Thomas Walther -IRA
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Alexander Jones
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
RJG Enterprises, LLC.
c/o Richard Glover and Stephanie Glover
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Kal Larson
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Thomas and Margaret
Walther
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Gary Malloy
|
|
|
25,000
|
|
|
|
25,000
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Perry Harris
|
|
|
17,000
|
|
|
|
17,000
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Willian Reents (IRA)
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Roger Horn
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Steven and Barbara Gross
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Mark and Lisa Singer
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Roger Clark
|
|
|
5,000
|
|
|
|
5,000
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Mark J Boback
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Robert Dunn
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Steven Overgaard
|
|
|
50,000
|
|
|
|
50,000
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Paul and Brenda Bader
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Alan Pinter
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Joseph Riedel
|
|
|
5,000
|
|
|
|
5,000
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
William Bowman - IRA
|
|
|
3,500
|
|
|
|
3,500
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Christopher Goodrem
|
|
|
78,333
|
|
|
|
78,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
John Burmeister
|
|
|
15,000
|
|
|
|
15,000
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Alexander and Jill Fries
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
OAMI Inc.
|
|
|
4,167
|
|
|
|
4,167
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Gary Douglas Enterprises
LLC
|
|
|
83,333
|
|
|
|
83,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
William Goss
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Douglas Matsumori
|
|
|
6,667
|
|
|
|
6,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Ron Torkas
|
|
|
50,000
|
|
|
|
50,000
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Alberto and Aimee Sherer
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
William Bowman
|
|
|
33,333
|
|
|
|
33,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Larry Sorenson
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Bryan Coester
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Douglas Matsumori
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Larry Signalness
|
|
|
25,000
|
|
|
|
25,000
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Gilcy Partners LTD LP
|
|
|
66,667
|
|
|
|
66,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Allen Gerber
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Michael and Aimee Sherer
|
|
|
25,000
|
|
|
|
25,000
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Randall George
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Mark Freeman
|
|
|
45,000
|
|
|
|
45,000
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
William Lapp
|
|
|
35,000
|
|
|
|
35,000
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Roger Weissenberg
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
BDirect,
Inc.
|
|
|
33,333
|
|
|
|
33,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
James
Resnick
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Michael
Pulwer
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Martin
J. Gross
|
|
|
83,333
|
|
|
|
83,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
John
I. Keay & Suzanne G. Keay
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Gideon
King
|
|
|
60,000
|
|
|
|
60,000
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Dean
Janeway
|
|
|
33,333
|
|
|
|
33,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Alfred
D’Aggostino Revocable Trust
|
|
|
33,333
|
|
|
|
33,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Carl
& Marion Wolf
|
|
|
33,334
|
|
|
|
33,334
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Matt
Brown & Karen Wolf
|
|
|
33,334
|
|
|
|
33,334
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Point
Prospect, Inc. c/o Steve Burns
|
|
|
33,333
|
|
|
|
33,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Thomas
and Andrea Toto
|
|
|
33,333
|
|
|
|
33,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Daniel
Joseph Altobello
|
|
|
8,334
|
|
|
|
8,334
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Curtis
& Jennifer Sorenson
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Daniel
Perry
|
|
|
5,000
|
|
|
|
5,000
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Larry
& Lois Signalness
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Larry
Sorenson
|
|
|
16,667
|
|
|
|
16,667
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Daniel
Perry
|
|
|
3,333
|
|
|
|
3,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
Douglas
Matsumori
|
|
|
8,333
|
|
|
|
8,333
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
6,056,777
|
|
|
|
6,056,777
|
|
|
|
0
|
|
|
|
0.00
|
%
|
|
(1)
|
All
shares were issued or are issuable pursuant to the exercise of currently outstanding
warrants to purchase Common stock. All such Warrants are owned of record and beneficially
unless otherwise indicated. Beneficial ownership information for the selling stockholders
is provided as of April 23, 2020 and based upon information provided by the selling stockholders
or otherwise known to us.
|
|
|
|
(2)
|
Assumes
the sale of all shares of common stock registered pursuant to this prospectus. The selling stockholders are under no obligation
known to us to sell any shares of common stock at this time.
|
PLAN
OF DISTRIBUTION
Each
Selling Stockholder (the “Selling Stockholders”) of the securities and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the principal Trading Market
or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales
may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling securities:
|
|
●
|
ordinary brokerage
transactions and transactions in which the broker-dealer solicits purchasers;
|
|
|
●
|
block trades in
which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
|
|
|
●
|
purchases by a broker-dealer
as principal and resale by the broker-dealer for its account;
|
|
|
●
|
an exchange distribution
in accordance with the rules of the applicable exchange;
|
|
|
●
|
privately negotiated
transactions;
|
|
|
●
|
settlement of short
sales;
|
|
|
●
|
in transactions
through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated
price per security;
|
|
|
●
|
through the writing
or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
|
|
|
●
|
a combination of
any such methods of sale; or
|
|
|
●
|
any other method
permitted pursuant to applicable law.
|
The
Selling Stockholders may also sell securities under Rule 144 under the Securities Act of 1933, as amended (the “Securities
Act”), if available, rather than under this prospectus.
Broker-dealers
engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities,
from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an
agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a
principal transaction a markup or markdown in compliance with FINRA IM-2440.
In
connection with the sale of the securities or interests therein, and in compliance with applicable laws and regulations, the Selling
Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage
in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholders may also sell securities
short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that
in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers
or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or
other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution
may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The
Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement
or understanding, directly or indirectly, with any person to distribute the securities.
The
Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The
Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities
under the Securities Act.
Because
Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject
to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered
by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than
under this prospectus. The Selling Stockholders have advised us that there is no underwriter or coordinating broker acting in
connection with the proposed sale of the resale securities by the Selling Stockholders.
We
agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling
Stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without
the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act
or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under
the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed
brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered
hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the
registration or qualification requirement is available and is complied with.
Under
applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not
simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined
in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of
purchases and sales of securities of the common stock by the Selling Stockholders or any other person. We will make copies of
this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus
to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
DESCRIPTION
OF SECURITIES TO BE REGISTERED
Our
authorized capital stock consists of 250,000,000 shares of common stock, par value $0.00001 per share, and 20,000,000 shares of
preferred stock, par value $0.00001 per share, the rights and preferences of which may be established from time to time by our
board. As of February 10, 2021, there were 35,603,682 shares of Common Stock and 23,400 shares of Preferred Stock
issued with none outstanding.
Common
Stock
Holders
of our common stock are entitled to one vote for each share on all matters voted upon by our stockholders, including the election
of directors, and do not have cumulative voting rights. Subject to the rights of holders of any then outstanding shares of our
preferred stock, our common stockholders are entitled to any dividends that may be declared by our board. Holders of our common
stock are entitled to share ratably in our net assets upon our dissolution or liquidation after payment or provision for all liabilities
and any preferential liquidation rights of our preferred stock then outstanding. Holders of our common stock have no preemptive
rights to purchase shares of our stock. The shares of our common stock are not subject to any redemption provisions and are not
convertible into any other shares of our capital stock. All outstanding shares of our common stock are, and the shares of common
stock to be issued in the offering will be, upon payment therefor, fully paid and non-assessable. The rights, preferences and
privileges of holders of our common stock will be subject to those of the holders of any shares of our preferred stock we may
issue in the future.
Preferred
Stock
Our
board may, from time to time, authorize the issuance of one or more classes or series of preferred stock without stockholder approval.
Subject to the provisions of our certificate of incorporation and limitations prescribed by law, our board is authorized to adopt
resolutions to issue shares, establish the number of shares, change the number of shares constituting any series, and provide
or change the voting powers, designations, preferences and relative rights, qualifications, limitations or restrictions on shares
of our preferred stock, including dividend rights, terms of redemption, conversion rights and liquidation preferences, in each
case without any action or vote by our stockholders. One of the effects of undesignated preferred stock may be to enable our board
to discourage an attempt to obtain control of our company by means of a tender offer, proxy contest, merger or otherwise. The
issuance of preferred stock may adversely affect the rights of our common stockholders by, among other things:
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Restricting
dividends on the common stock;
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diluting
the voting power of the common stock;
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impairing
the liquidation rights of the common stock; or
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delaying
or preventing a change in control without further action by the stockholders.
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Series
A Convertible Preferred Stock
All
of the shares of the Company’s previously issued Series A Convertible Preferred Stock were automatically converted as of
July 27, 2018 and none remain outstanding.
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market
Information
Our
shares of common stock are currently quoted on the OTCQB under the symbol “MMMB” The following table sets forth (i)
the intra-day high and low sales price per share for our common stock, as reported on the OTCQB, for the fiscal years ended January
31, 2021, January 31, 2020 and January 31, 2019. The quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission, and may not represent actual transactions.
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Fiscal
Year Ended January 31, 2021
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High
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Low
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First Quarter
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$
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1.74
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$
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0.85
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Second Quarter
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$
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2.43
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$
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1.54
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Third Quarter
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$
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2.20
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$
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1.66
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Fourth Quarter
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$
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2.20
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$
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1.77
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Fiscal
Year Ended January 31, 2020
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High
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Low
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First Quarter
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$
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0.84
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$
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0.64
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Second Quarter
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$
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0.69
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$
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0.43
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Third Quarter
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$
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0.82
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$
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0.38
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Fourth Quarter
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$
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1.50
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$
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0.57
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Fiscal
Year Ended January 31, 2019
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High
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Low
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First Quarter
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$
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1.47
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$
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1.10
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Second Quarter
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$
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1.14
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$
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0.86
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Third Quarter
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$
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0.93
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$
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0.65
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Fourth Quarter
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$
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0.93
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$
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0.60
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Holders
As
of February 10, 2021, there were approximately 105 record holders of our common stock and there were 35,603,682
shares of our common stock issued and outstanding. Please see SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
for information related to the holdings of certain beneficial owners and management of the Company.
Transfer
Agent and Registrar
Our
transfer agent is Equity Stock Transfer, Inc., 237 W. 37th Street, Suite 602, New York, NY 10018, tel. (212) 575-5757.
Dividend
Policy
We
have never paid any cash dividends on our Common Stock and do not anticipate paying any cash dividends on our Common Stock in
the foreseeable future. We intend to retain future earnings to fund ongoing operations and future capital requirements of our
business. Any future determination to pay cash dividends will be at the discretion of the Board of Directors and will be dependent
upon our financial condition, results of operations, capital requirements and such other factors as the Board of Directors deems
relevant.
The
Securities Enforcement and Penny Stock Reform Act of 1990
The
Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions
in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered
on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or system).
A
purchaser is purchasing penny stock which limits the ability to sell the stock. The shares offered by this prospectus constitute
penny stock under the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification
of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult
for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or
her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need
to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.
The
penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver
a standardized risk disclosure document prepared by the Commission, which:
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contains a description
of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
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contains a description
of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with
respect to a violation to such duties or other requirements of the Securities Act of 1934, as amended;
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contains a brief,
clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks
and the significance of the spread between the bid and ask price;
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contains a toll-free
telephone number for inquiries on disciplinary actions;
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defines significant
terms in the disclosure document or in the conduct of trading penny stocks; and
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contains such other
information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall
require by rule or regulation;
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The
broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:
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the
bid and offer quotations for the penny stock;
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the
compensation of the broker-dealer and its salesperson in the transaction;
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the
number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity
of the market for such stock; and
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monthly
account statements showing the market value of each penny stock held in the customer’s account.
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In
addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the
broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive
the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions
involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have
the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock
rules. Therefore, stockholders may have difficulty selling their securities.
Equity
Compensation Plan Information
Stock
Option Plan
The
Company adopted the MamaMancini’s Holdings, Inc 2013 Incentive Stock and Award Plan (the “Plan”) as of January
1, 2013. The Plan provides for both incentive stock options and nonqualified stock options to be granted to employees, officers,
consultants, independent contractors, directors and affiliates of the Company. The board of directors establishes the terms and
conditions of all stock option grants, subject to the Plan and applicable provisions of the Internal Revenue Code. Incentive stock
options must be granted at an exercise price not less than the fair market value of the common stock on the grant date. The options
granted to participants owning more than 10% of the Company’s outstanding voting stock must be granted at an exercise price
not less than 110% of the fair market value of the common stock on the grant date. The options expire on the date determined by
the board of directors, but may not extend mare than 10 years from the grant date, while incentive stock options granted to participants
owning more than 10% of the Company’s outstanding voting stock expire five years from the grant date. The vesting period
for employees is generally over three years. The vesting Period for non-employees is determined based on the services being provided.
The maximum number of shares of stock which may be delivered under the plan shall automatically increase by a number sufficient
to cause the number of shares covered by the plan to equal 10% of the total number of shares of stock then outstanding on a fully
diluted basis.
Under
ASC Topic 718, the Company estimates the fair value of option awards on the date of grant using an option pricing model. The grant
date fair value is recognized over the option vesting period, the period during which an employee is required to provide service
in exchange for the award. No compensation cost is recognized for equity instruments for which employees do not render the requisite
service. Under these standards, compensation cost for employee cost for employee stock-based awards is based on the estimated
grant-date fair value and recognized over the vesting period of the applicable award on a straight-line basis. As of January 31,
2020, there were options to purchase 914,000 outstanding (779,000 of which were vested options) at an average exercise price of
$0.73 per share.
Reports
We
are subject to certain reporting requirements and will furnish annual financial reports to our stockholders, certified by our
independent accountants, and will furnish unaudited quarterly financial reports in our quarterly reports filed electronically
with the SEC. All reports and information filed by us can be found at the SEC website, www.sec.gov.
INTEREST
OF NAMED EXPERT AND COUNSEL
Counsel
The
Law Offices of Robert L. B. Diener, 41 Ulua Place, Haiku, HI 96708 was retained for the purpose of preparing this registration
statement on Form S-1, rendering the legal opinion attached as an exhibit relative to the validity of the common stock to be issued
pursuant to this Registration Statement and for an opinion letter to the auditor which was required to complete the audit enclosed
herein. As payment for said service, the Law Office of Robert L. B. Diener estimates that the total fees payable to his firm will
be $5,000. The Law Offices of Robert L. B. Diener is not receiving any contingent interest, fee or shares in the Company. The
Law Office of Robert L. B. Diener is presently on a monthly retainer arrangement with the Company.
Independent
Registered Accounting Firm
The
financial statements of MamaMancini’s Holdings, Inc., as provided herein, have been audited by an independent registered
public accounting firm. The audit firm that has provided the audited financials is Rosenberg Rich Baker Berman, P.A., Somerset,
New Jersey. Rosenberg Rich Baker Berman, P.A. is not receiving any contingent interest, fee or shares in the Company.
INFORMATION
WITH RESPECT TO THE REGISTRANT
Our
History
MamaMancini’s
Holdings, Inc. (formerly Mascot Properties, Inc.) was incorporated in the State of Nevada on July 22, 2009. Mascot Properties,
Inc.’s (“Mascot”) activities since its inception consisted of trying to locate real estate properties to manage,
primarily related to student housing, and services which included general property management, maintenance and activities coordination
for residents. Mascot did not have any significant development of such business and did not derive any revenue. Due to the lack
of results in its attempt to implement its original business plan, management determined it was in the best interests of the shareholders
to look for other potential business opportunities.
On
February 22, 2010, MamaMancini’s LLC was formed as a limited liability company under the laws of the state of New Jersey
in order to commercialize our initial products. On March 5, 2012, the members of MamaMancini’s, LLC, holders of 4,700 units
(the “Units”) of MamaMancini’s LLC, exchanged the Units for 15,000,000 shares of common stock and those certain
options to purchase an additional 223,404 shares of MamaMancini’s Inc. (the “Exchange”). Upon consummation of
the Exchange, MamaMancini’s LLC ceased to exist and all further business has been and continues to be conducted by MamaMancini’s
Inc.
On
January 24, 2013, Mascot, Mascot Properties Acquisition Corp, a Delaware corporation and wholly-owned subsidiary of the Company
(“Merger Sub”), MamaMancini’s Inc., a privately-held Delaware Corporation headquartered in New Jersey (“Mama’s”)
and David Dreslin, an individual (the “Majority Shareholder”), entered into an Acquisition Agreement and Plan of Merger
(the “Agreement”) pursuant to which the Merger Sub was merged with and into Mama’s, with Mama’s surviving
as a wholly-owned subsidiary of the Company (the “Merger”). The transaction (the “Closing”) took place
on January 24, 2013 (the “Closing Date”). Mascot acquired, through a reverse triangular merger, all of the outstanding
capital stock of Mama’s in exchange for issuing Mama’s shareholders (the “Mama’s Shareholders”),
pro-rata, a total of 20,054,000 shares of the Company’s common stock. As a result of the Merger, the Mama’s Shareholders
became the majority shareholders of Mascot.
Immediately
following the Closing of the Agreement, Mascot changed its business plan to that of Mama’s. On March 8, 2013, Mascot received
notice from the Financial Industry Regulatory Authority (“FINRA”) that its application to change its name and symbol
had been approved and effective Monday, March 11, 2013, Mascot began trading under its new name, “MamaMancini’s Holdings,
Inc.” (“MamaMancini’s” or the “Company”) and under its new symbol, “MMMB”.
On
November 1, 2017, 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
a merger transaction whereby JEFE merged with and into Merger Sub, with Merger Sub continuing as the surviving entity and a wholly
owned subsidiary of MamaMancini’s. Under the terms of the Merger Agreement and in connection with the merger, the Company
acquired all assets of JEFE. The consideration for the transaction was (a) the extinguishment of the Inter-Company Loan between
the parties, (b) the assumption by the Company of all JEFE accounts payable and accrued expenses (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. No cash or stock was exchanged
in connection with the transaction.
Our
Company
MamaMancini’s
roots go back to our founder Dan Dougherty, whose grandmother Anna “Mama” Mancini emigrated from Bari, Italy to Bay
Ridge, Brooklyn in 1921. Our products were developed using her old-world Italian recipes that were handed down to her grandson,
Dan Dougherty. Today we market a line of all-natural specialty prepared, frozen and refrigerated foods for sale in retailers around
the country. Our primary products include beef and turkey meatballs, meat loaf, chicken, sausage-related products and pasta entrees,
all with slow cooked Italian Sauce.
Our
products are all natural, contain a minimum number of ingredients and are generally derived from the original recipes of Anna
“Mama” Mancini. Our products appeal to health-conscious consumers who seek to avoid artificial flavors, synthetic
colors and preservatives that are used in many conventional packaged foods.
The
United States Department of Agriculture (the “USDA”) defines all natural as a product that contains no artificial
ingredients, coloring ingredients or chemical preservatives and is minimally processed. The Company’s products were submitted
to the USDA and approved as all natural. The Food and Safety and Inspection Service (“FSIS”) Food Standards and Labeling
Policy Book (2003) requires meat and poultry labels to include a brief statement directly beneath or beside the “natural”
Label claim that “explains what is meant by the term natural i.e., that the product is a natural food because it contains
no artificial ingredients and is only minimally processed”. The term “natural” may be used on a meat label or
poultry label if the product does not contain any artificial flavor or flavoring, coloring ingredient, chemical preservative,
or any other artificial or synthetic ingredient. Additionally, the term “all natural” can be used if the FSIS approves
your product and label claims. The Company’s product and label claims have been approved by the FSIS to contain the all-natural
label.
Additionally,
the Company has recently commenced marketing of certain “meatless” versions of its product line under a Trademark
Licensing Agreement with Beyond Meat, Inc.
Our
products are principally sold to supermarkets and mass-market retailers. We currently have 26 different product offerings which
are packaged in different sized retail and bulk packages. Our products are principally sold in multiple sections of the supermarket,
including hot bars, salad bars, prepared foods (meals), sandwich, as well as cold deli and foods-to-go sections. Our products
are also sold in the frozen food and fresh meat sections. We sell directly to both food retailers and food distributors.
Finally,
we also sell our products on QVC through live on-air offerings, auto ship programs and for everyday purchases on their web site.
QVC is the world’s largest direct to consumer marketer.
During
the year ended January 31, 2020, the Company earned revenues from three customers representing approximately 46%, 11% and 10%
of gross sales. During the year ended January 31, 2020, these three customers represented approximately 34%, 16% and 8% of total
gross outstanding receivables, respectively. During the year ended January 31, 2019, the company earned revenues from two customers
representing approximately 50% and 10% of gross sales. As of January 31, 2019, three customers represented approximately 44%,
19% and 13% of total gross outstanding receivables, respectively.
The
Company continually reviews its accounts in order to focus on maximum performance, and as a result periodically eliminates under-performing
accounts.
Industry
Overview
Our
products are considered specialty prepared foods, in that they are all natural, taste great, are authentic Italian and are made
with high quality ingredients. The market for specialty and prepared foods spans several sections of the supermarket, including
frozen, deli- prepared foods, and the specialty meat segment of the meat department.
Our
Strengths
We
believe that the following strengths differentiate our products and our brand:
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Authentic
recipes and great taste. Our products are founded upon Anna “Mama” Mancini’s
old-world Italian recipes. We believe the authenticity of our products has enabled us
to build and maintain loyalty and trust among our current customers and will help us
attract new customers. Additionally, we continuously receive positive customer testimonials
regarding the great taste and quality of our products.
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Healthy
and convenient. Our products are made only from high quality natural ingredients,
including domestic inspected beef, whole Italian tomatoes, genuine imported Pecorino
Romano, real eggs, natural breadcrumbs, olive oil and other herbs and spices. Our products
are also simple to prepare. Virtually every product we offer is ready-to-serve within
12 minutes, thereby providing quick and easy meal solutions for our customers. By including
the sauce and utilizing a tray with our packaging, our meatballs can be prepared quickly
and easily.
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Great
value. We strive to provide our customers with a great tasting product using all-natural
ingredients at an affordable price. Typical retail prices for 16 oz. packages ranges
from $4.99 to $7.99, and $5.99 to $9.99 for bulk products sold in delis or hot bars.
We believe the sizes of our product offerings represent a great value for the price.
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New
products and innovation. Since our inception, we have continued to introduce new
and innovative products. While we pride on ourselves on our traditional beef and turkey
meatballs and meat loaf, we have continuously made efforts to grow and diversify our
line of products while maintaining our high standards for all natural, healthy ingredients
and great taste.
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Customers/Management
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Strong
consumer loyalty. Many of our consumers are loyal and enthusiastic brand advocates.
Our consumers trust us to deliver great-tasting products made with all-natural ingredients.
Consumers have actively communicated with us through our website and/or social media
channels. We believe that this consumer interaction has generated interest in our products
and has inspired enthusiasm for our brand. We also believe that enthusiasm for our products
has led and will continue to lead to repeat purchases and new consumers trying our products.
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Experienced
leadership. We have a proven and experienced senior management team. Our Chief Executive
Officer and Chairman, Carl Wolf, has been with us since inception and has over 35 years
of experience in the management and operations of food companies. Mr. Wolf was the founder,
majority shareholder, Chairman of the Board, and CEO of Alpine Lace Brands, Inc., a public
company engaged in the development, marketing and distribution of cheese, deli meats
and other specialty food products, which was sold to Land O’Lakes, Inc. In addition,
the other members of our board of directors also have significant experience in the food
industry.
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Our
Growth Strategy
We
are actively executing a strategy to build our brand’s reputation, grow sales and improve our product and operating margins
by pursuing the following growth initiatives:
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Increase
product placements in the perimeter within retail locations. We strive for product
placements in the perishable departments of retail locations. We believe adding shelf
placements within the supermarkets that carry our products will increase customer awareness,
leading to more consumers purchasing our products and expanding our market share.
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Increase
Sales in “Fresh” Section. Increase sales in the “Fresh” section
(in the perimeter of the retainer), where there is significant sales growth and higher
margins, over products in the “Frozen” section which are showing zero to
negative growth.
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Increase
retail locations. We intend to increase sales by expanding the number of retail stores that sell our products in the mainstream
grocery and mass merchandiser channels.
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Increase
Overall Sales. We have an experienced sales staff and
now employ one full time Vice President of Sales as well as our Co-Founder Dan Dougherty,
Carl Wolf, our Chief Executive Officer and Chairman, and Matthew Brown, our President,
each of whom is involved with selling to, and managing sales with, major supermarket
chains. In addition, the Company has contracted with an independent consultant to manage
sales opportunities in the food service area as well as an independent person to solicit
sales in colleges and universities and independent delicatessens,
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Expand
food brokerage network. We currently work with retail food brokers nationwide and
intend to add additional food brokers to increase our geographical coverage in the United
States to approximately 90%.
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Enhance
awareness through marketing. We have increased our social media activity with Facebook,
Twitter, Pinterest, and YouTube. We have also expanded our activity with Sirius Radio
by 25% in calendar 2020 over 2019. We also engage with consumers through newsletter mailings,
blogs, and special projects, including a bank of recipe videos and contests and giveaways.
Targeted consumer merchandising activity, including virtual couponing, on-pack couponing,
mail-in rebates, product demonstrations, and co-op retail advertising will continue into
the future in order to increase sales and generate new customers.
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Adding
new products. Our market research and consumer testing enable us to identify attractive
new product opportunities. We intend to continue to introduce new products in both existing
and new product lines that appeal to a wide range of consumers.
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Maintain
a Strong Relationship with QVC. The Company currently offers various lines through
QVC and intends to increase its product line offerings offered through QVC.
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Increase
Media Exposure. Increase the visibility of Dan Dougherty (Mancini) in the media as a product spokesman.
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“Club
Stores”. The Company is aggressively pursuing sales to “Club Stores”.
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The
Company is actively pursuing sales to Canada through a designated agent who is handling all necessary compliance issues.
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Pricing
Our
pricing strategy focuses on being competitively priced with other premium brands. Since our products are positioned in the authentic
premium prepared food category, we maintain prices competitive with those of similar products and prices slightly higher than
those in the commodity prepared foods section. This pricing strategy also provides greater long-term flexibility as we grow our
product line through the growth curve of our products. Current typical retail prices for 16 oz. packages range from $4.99 to $7.99,
and $5.99 to $9.99 per pound for prepared food products sold to delis or hot bars. Increases in raw materials costs, among other
factors, may lead to us consider price increases in the future.
Suppliers/Manufacturers
As
of January 31, 2020, approximately 90% of our products are internally produced by the Company’s wholly-owned subsidiary,
Joseph Epstein Food Enterprises, Inc (“JEFE”). Approximately 10% are manufactured on an outsourced basis. None of
our raw materials or ingredients are directly grown or produced by us. From time-to-time we negotiate with other manufacturers
to supplement the Company’s manufacturing capability. We currently purchase modest quantities from other manufacturers.
All of the raw materials and ingredients in our products are readily available and are readily ascertainable by our suppliers.
We have not experienced any material shortages of ingredients or other products necessary to our operations and do not anticipate
such shortages in the foreseeable future.
Sales/Brokers
Our
products are sold primarily through a commission broker network. We sell to large retail chains who direct our products to their
own warehouses or to large food distributors.
The
Company increased its sales management efforts with the result that the Company is now actively soliciting business with almost
every major retail supermarket chain in the country. MamaMancini’s products are currently sold nationwide, with its greatest
concentration in the Northeast and Southeast. In April 2019, the Company initiated a major sales effort into the food service,
convenience store, export and special projects areas.
Marketing
The
majority of our marketing activity has been generated through promotional discounts, consumer trial, consumer product tastings
and demonstrations, in-store merchandising and signage, couponing, word of mouth, consumer public relations, social media, special
merchandising events with retailers and consumer advertising.
Based
on the Company’s metrics for determining brand awareness, which includes market studies and analysis of consumer recognition
of the MamaMancini’s brand, the Company believes that brand awareness for MamaMancini’s has grown in the past 12 months.
Investments
- Meatball Obsession
During
2011 the Company acquired a 34.62% interest in Meatball Obsession, LLC (“MO”) for a total investment of $27,032. This
investment is accounted for using the equity method of accounting. Accordingly, investments are recorded at acquisition cost plus
the Company’s equity in the undistributed earnings or losses of the entity. At December 31, 2011 the investment was written
down to $0 due to losses incurred by MO. The Company’s ownership interest in MO has decreased due to dilution. At January
31, 2020 and 2019, the Company’s ownership interest in MO was 12% and 12%, respectively. One of our directors, Steven Burns,
serves as the Chairman of the Board of Directors of Meatball Obsession. As of December 31, 2019, MO had wound down and ceased
operations. Major accounts were transitioned to MamaMancini’s as a part of the wind down.
Competition
The
gourmet and specialty pre-packaged and frozen food industry has many large competitors specializing in various types of cuisine
from all over the world. Our product lines are currently concentrated on Italian specialty foods. While it is our contention that
our competition is much more limited than the entire frozen and pre-packaged food industry based on our products’ niche
market, there can be no assurances that we do not compete with the entire frozen and pre-packaged food industry. We believe our
principal competitors include Quaker Maid, Hormel, Rosina Company, Inc., Casa Di Bertacchi, Inc., Farm Rich, Inc., Mama Lucia,
Buona Vita, Inc., Taylor Farms and Kings Command.
Intellectual
Property
Our
current intellectual property consists of trade secret recipes and cooking processes for our products and four trademarks for
“MamaMancini’s”, “Mac N’ Mamas”, “Sunday Dinner” and “The Meatball Lovers
Meatball”. The recipes and use of the trademarks have been assigned in perpetuity to the Company.
We
rely on a combination of trademark, copyright and trade secret laws to establish and protect our proprietary rights. We will also
use technical measures to protect our proprietary rights.
Royalty
Agreement
In
accordance with a Development and License Agreement (the “Development and License Agreement”) entered into on January
1, 2009 with Dan Dougherty relating to the use of his grandmother’s recipes for the products to be created by MamaMancini’s,
Mr. Dougherty granted us a 50-year exclusive license (subject to certain minimum payments being made), with a 25-year extension
option, to use and commercialize the licensed items. Under the terms of the Development and License Agreement, Mr. Dougherty shall
develop a line of beef meatballs with sauce, turkey meatballs with sauce and other similar meats and sauces for commercial manufacture,
distribution and sale (each a “Licensor Product” and collectively the “Licensor Products”). Mr. Dougherty
shall work with us to develop Licensor Products that are acceptable to us. Upon acceptance of a Licensor Product by us, Mr. Dougherty’s
trade secret recipes, formulas methods and ingredients for the preparation and production of such Licensor Products shall be subject
to the Development and License Agreement. In connection with the Development and License Agreement, we pay Mr. Dougherty a royalty
fee on net sales.
USDA
approval / Regulations
Our
food products, which are manufactured both in our own manufacturing facilities and in third-party facilities, are subject to various
federal, state and local regulations and inspection, and to extensive regulations and inspections, regarding sanitation, quality,
packaging and labeling. In order to distribute and sell our products outside the State of New Jersey, the third-party food processing
facilities must meet the standards promulgated by the U.S. Department of Agriculture (the “USDA”). Our manufacturing
processing facilities and products are subject to periodic inspection by federal, state, and local authorities. In January 2011,
the FDA’s Food Safety Modernization Act was signed into law. The law will increase the number of inspections at food facilities
in the U.S. in an effort to enhance the detection of food borne illness outbreaks and order recalls of tainted food products.
The facilities in which our products are manufactured are inspected regularly and comply with all the requirements of the FDA
and USDA.
We
are subject to the Food, Drug and Cosmetic Act and regulations promulgated thereunder by the FDA. This comprehensive regulatory
program governs, among other things, the manufacturing, composition and ingredients, packaging, and safety of food. Under this
program, the FDA regulates manufacturing practices for foods through, among other things, its current “good manufacturing
practices” regulations, or GMP’s, and specifies the recipes for certain foods. Specifically, the USDA defines “all
natural” as a product that contains no artificial ingredients, coloring ingredients or chemical preservatives and is minimally
processed. The Company’s products were submitted to the USDA and approved as “all natural”. However, should
the USDA change their definition of “all natural” at some point in the future, or should MamaMancini’s change
their existing recipes to include ingredients that do not meet the USDA’s definition of “all natural”, our results
of operations could be adversely affected.
The
FTC and other authorities regulate how we market and advertise our products, and we are currently in compliance with all regulations
related thereto, although we could be the target of claims relating to alleged false or deceptive advertising under federal and
state laws and regulations. Changes in these laws or regulations or the introduction of new laws or regulations could increase
the costs of doing business for us or our customers or suppliers or restrict our actions, causing our results of operations to
be adversely affected.
Quality
Assurance
We
take precautions designed to ensure the quality and safety of our products. In addition to routine third-party inspections of
our manufacturing facilities, we have instituted regular audits to address topics such as allergen control, ingredient, packaging
and product specifications and sanitation. Under the FDA Food Modernization Act, both our own manufacturing facilities and each
of our contract manufacturers are required to have a hazard analysis critical control points plan that identifies critical pathways
for contaminants and mandates control measures that must be used to prevent, eliminate or reduce relevant food-borne hazards.
Our
manufacturing facility is certified in the Safe Quality Food Program. These standards are integrated food safety and quality management
protocols designed specifically for the food sector and offer a comprehensive methodology to manage food safety and quality simultaneously.
Certification provides an independent and external validation that a product, process or service complies with applicable regulations
and standards.
We
work with suppliers who assure the quality and safety of their ingredients. These assurances are supported by our purchasing contracts
or quality assurance specification packets, including affidavits, certificates of analysis and analytical testing, where required.
The quality assurance staff within our manufacturing facility and within our contract manufacturers conduct periodic on-site routine
audits of critical ingredient suppliers.
OTHER
Employees
We
currently have 26 employees.
Websites
The
Company operates websites at www.mamamancinis.com.
LEGAL
PROCEEDINGS
We
are subject from time to time to litigation, claims and suits arising in the ordinary course of business. As of February 17,
2021, we were not a party to any material litigation, claim or suit whose outcome could have a material effect on our financial
statements.
DESCRIPTION
OF PROPERTY
Our
principal executive office is located at 25 Branca Road East Rutherford, NJ 07073. We currently lease 24,213 square feet of space
located in East Rutherford, NJ from Joseph Branca Partnership, Ltd for a current rental of $15,996 per month. The lease term runs
through March 31, 2024 with renewal options through March 31, 2029. In addition, we lease an additional 1,077 square feet of space
at 355 Murray Hill Parkway from CLN Associates, LLC for a current rental of $1,817 per month.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
THE
FOLLOWING DISCUSSION OF OUR PLAN OF OPERATION AND RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS
AND RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REPORT. THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS
THAT RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE. THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES
AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT
FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD- LOOKING STATEMENTS.
THESE RISKS AND OTHER FACTORS INCLUDE, AMONG OTHERS, THOSE LISTED UNDER “FORWARD-LOOKING STATEMENTS” AND “RISK
FACTORS” AND THOSE INCLUDED ELSEWHERE IN THIS REPORT.
Results
of Operations for the Years ended January 31, 2020 and 2019
The
following table sets forth the summary statements of operations for the years ended January 31, 2020 and 2019:
|
|
|
Year
Ended
|
|
|
|
|
January
31, 2020
|
|
|
January
31, 2019
|
|
|
|
|
|
|
|
(As
Revised)
|
|
|
Sales -
Net of Slotting Fees and Discounts
|
|
$
|
34,837,447
|
|
|
$
|
28,474,374
|
|
|
Gross Profit
|
|
$
|
11,071,310
|
|
|
$
|
9,893,885
|
|
|
Operating Expenses
|
|
$
|
(8,987,886
|
)
|
|
$
|
(8,425,370
|
)
|
|
Other Expenses
|
|
$
|
(550,730
|
)
|
|
$
|
(1,015,016
|
)
|
|
Net Income
|
|
$
|
1,532,694
|
|
|
$
|
453,499
|
|
For
the year ended January 31, 2020 and 2019, the Company reported a net income of $1,532,694 and $453,499, respectively. The change
in net income between the year ended January 31, 2020 and 2019 was primarily attributable to an increase in sales of 22% in addition
to a decrease in other expenses.
Sales:
Sales, net of slotting fees and discounts increased by approximately 22% to $34,837,447 during the year ended January 31,
2020, from $28,474,374 during the year ended January 31, 2019. In addition, during the year ended January 31, 2020, the Company
was able to increase its sales through new customers as well as its existing customer base.
Gross
Profit: The gross profit margin was 32% for the year ended January 31, 2020 compared to 35% for the year ended January 31,
2019. During the year ended January 31, 2020, cost of sales included an increase in depreciation expense of approximately $255,000
(thereby reducing gross margin by approximately 1%) related to the significant plant capacity additions during the last 12 months.
Gross margin also decreased slightly due to a change in product mix. In future periods the Company expects sales to increase from
the current quarter level which should increase gross profit margin as plant efficiencies should take effect.
Operating
Expenses: Operating expenses increased by 7% during the year ended January 31, 2020, as compared to the year ended January
31, 2019. Operating expenses decreased as a percentage of sales from 30% in 2019 to 26% in 2020. The $562,516 increase in total
operating expenses is primarily attributable to the following increases in operating expenses:
|
●
|
Postage and freight
of $580,428 due to increased sales and a slight increase in freight rates in the first part of the year, offset by lower rates
in the last quarter;
|
|
|
|
|
●
|
Commission expense
of $116,355 due to increased sales; and
|
|
|
|
|
●
|
Professional fees
of $80,917 due to investor relations and investment banking activities.
|
These
expense increases were offset by decreases in the following as well as minimal decreases in other expense categories:
|
●
|
Stock-based compensation
for services rendered by employees and consultants decreased by $68,302 compared to the prior period; and
|
|
|
|
|
●
|
Advertising of $31,267
due to lower co-op ad expense as the mix of sales moved to everyday pricing which included merchandising events.
|
Other
Expense: Other expenses decreased by $464,286 to $550,730 for the year ended January 31, 2020 as compared to $1,015,016 during
the year ended January 31, 2019. For year ended January 31, 2020, other expenses consisted of $482,995 in interest expense incurred
on the Company’s financing arrangements. In addition, the Company recorded $67,735 of amortization expense related to the
debt discount. For year ended January 31, 2019, other expenses consisted of $881,702 in interest expense incurred on the Company’s
financing arrangements. In addition, the Company recorded $133,314 of amortization expense related to the debt discount.
Liquidity
and Capital Resources
The
following table summarizes total current assets, liabilities and working capital at January 31, 2020 compared to January 31, 2019:
|
|
|
January
31, 2020
|
|
|
January
31, 2019
|
|
|
Increase
|
|
|
|
|
|
|
|
(As
Revised)
|
|
|
|
|
|
Current Assets
|
|
$
|
5,620,255
|
|
|
$
|
4,763,000
|
|
|
$
|
857,255
|
|
|
Current Liabilities
|
|
$
|
4,208,231
|
|
|
$
|
3,615,662
|
|
|
$
|
592,569
|
|
|
Working Capital
|
|
$
|
1,412,024
|
|
|
$
|
1,147,338
|
|
|
$
|
264,686
|
|
As
of January 31, 2020, we had working capital of $1,412,024 as compared to a working capital of $1,147,338 as of January 31, 2019,
an increase of $264,686. The increase in working capital is primarily attributable to an increase in accounts receivable of $1,077,063
and an increase in prepaid expenses of $97,090. These amounts were offset by a decrease in cash of $215,726, an increase in accounts
payable and accrued expenses of $490,858 and a $177,912 increase in the current portion of lease obligations.
Net
cash provided by operating activities for the year ended January 31, 2020 and 2019 was $1,814,689 and $1,443,408, respectively.
The net income for the year ended January 31, 2020 and 2019 was $1,532,694 and $453,499, respectively.
Net
cash used in all investing activities for the year ended January 31, 2020 was $268,106 as compared to $1,033,724 for the year
ended January 31, 2019, respectively, to acquire new machinery and equipment and leasehold improvements. Our capital expenditures
are attributed to a Plant Expansion Project in progress since mid-2017 to expand plant capacity and efficiency to meet growing
demand.
Net
cash used in all financing activities for the year ended January 31, 2020 was $1,762,399 as compared to $381,597 used in financing
activities for the year ended January 31, 2019. During the year ended January 31, 2020, the Company’s net borrowings on
its line of credit increased by $385,314 over the prior year. These cash in-flows were offset by payments on its term loan of
$2,058,337 and $89,376 paid for capital lease payments. During the year ended January 31, 2019, the Company received proceeds
of $40,000 received from the exercise of options, proceeds of $213,250 from capital-leaseback transactions and proceeds of $2.8
million from the term loan. These net proceeds were offset by $7,812 of repayments on a related party notes payable, repayment
of notes payable totaling $2,130,625, $120,446 for payment of debt issuance costs, net repayments of the line of credit of $90,356,
payments of term loan of $1,058,615 and $26,993 paid for capital lease payments.
As
reflected in the accompanying consolidated financial statements, the Company has net income and net cash provided by operations
of $1,532,694 and $1,814,689, respectively, for the year ended January 31, 2020.
Although
the expected revenue growth and control of expenses leads management to believe that it is probable that the Company’s cash
resources will be sufficient to meet our cash requirements through the fiscal year ending January 31, 2021, the Company may require
additional funding to finance the growth of its current and expected future operations as well as to achieve its strategic objectives.
There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. In that event,
the Company would be required to change its growth strategy and seek funding on that basis, though there is no guarantee it will
be able to do so.
Off-Balance
Sheet Arrangements
As of
January 31, 2020 and 2019, we had no off-balance sheet arrangements.
Seasonality
Our operating
results are not affected by seasonality.
Inflation
Our business
and operating results are not affected in any material way by inflation.
Results
of Operations for the Three Months ended October 31, 2020 and 2019
The
following table sets forth the summary statements of operations for the three months ended October 31, 2020 and 2019:
|
|
|
Three
Months Ended
|
|
|
|
|
October
31, 2020
|
|
|
October
31, 2019
|
|
|
Sales
- Net of Slotting Fees and Discounts
|
|
$
|
9,898,991
|
|
|
$
|
9,267,036
|
|
|
Gross
Profit
|
|
$
|
3,125,329
|
|
|
$
|
2,900,952
|
|
|
Operating
Expenses
|
|
$
|
(2,338,201
|
)
|
|
$
|
(2,397,352
|
)
|
|
Other
Expenses
|
|
$
|
(52,986
|
)
|
|
$
|
(94,985
|
)
|
|
Net
Income
|
|
$
|
734,142
|
|
|
$
|
408,615
|
|
For
the three months ended October 31, 2020 and 2019, the Company reported net income of $734,142 and $408,615, respectively. The
change in net income between the three months ended October 31, 2020 and 2019 was primarily attributable to an increase in sales
of 7% and an increase in gross profit (32% of sales as discussed below) and in addition to a decrease in interest expense and
only a modest decrease in operating expenses (24% of sales as discussed below).
Sales:
Sales, net of slotting fees and discounts increased by approximately 7% to $9,898,991 during the three months ended October
31, 2020, from $9,267,036 during the three months ended October 31, 2019. During the three months ended October 31, 2020, the
Company was able to increase its sales through new customers as well as its existing customer base. The effect of COVID-19 slowed
new placements in the third quarter and are expected to resume in the fourth quarter.
Gross
Profit: The gross profit margin was 32% for the three months ended October 31, 2020 compared to 31% for the three months ended
October 31, 2019. Gross margin increased due to plant operating efficiencies.
Operating
Expenses: Operating expenses decreased by 2% during the three months ended October 31, 2020, as compared to the three months
ended October 31, 2019. Operating expenses decreased as a percentage of sales from 26% in three months ended October 31, 2019
to 24% in three months ended October 31, 2020. The $59,151 change in total operating expenses is primarily attributable to the
following increases in operating expenses:
|
●
|
Postage
and freight of $111,881 due to increased sales and slightly lower freight costs over the prior year,
|
|
|
|
|
●
|
Payroll
and related expenses of $64,609 due to the addition of a Senior Executive in February 2020,
|
|
|
|
|
●
|
Commission
expense of $55,865 directly related to increased sales, and
|
These
expense increases were offset by a decrease in the following as well as minimal decreases in other expense categories:
|
●
|
Advertising
and promotion of $203,847 due to lower promotional expenses for merchandising, offset by higher spending on a Sirius Radio
Campaign, and
|
|
|
|
|
●
|
Professional
fees of $34,153 due to a decrease in investor relations activities in comparison to the prior year.
|
Other
Expense: Other expenses decreased by $41,999 to $52,986 for the three months ended October 31, 2020 as compared to $94,985
during the three months ended October 31, 2019. For three months ended October 31, 2020, other expenses consisted of $45,822 in
interest expense incurred on the Company’s financing arrangements. In addition, the Company recorded $7,164 of amortization
expense related to the debt discount. For three months ended October 31, 2019, other expenses consisted of $89,635 in interest
expense incurred on the Company’s financing arrangements. In addition, the Company recorded $5,350 of amortization expense
related to the debt discount.
Results
of Operations for the Nine Months ended October 31, 2020 and 2019
The
following table sets forth the summary statements of operations for the nine months ended October 31, 2020 and 2019:
|
|
|
Nine
Months Ended
|
|
|
|
|
October
31, 2020
|
|
|
October
31, 2019
|
|
|
Sales
- Net of Slotting Fees and Discounts
|
|
$
|
31,384,394
|
|
|
$
|
24,731,305
|
|
|
Gross
Profit
|
|
$
|
10,067,010
|
|
|
$
|
7,963,402
|
|
|
Operating
Expenses
|
|
$
|
(7,497,163
|
)
|
|
$
|
(6,529,294
|
)
|
|
Other
Expenses
|
|
$
|
(189,736
|
)
|
|
$
|
(311,519
|
)
|
|
Net
Income
|
|
$
|
2,380,111
|
|
|
$
|
1,122,589
|
|
For
the nine months ended October 31, 2020 and 2019, the Company reported net income of $2,380,111 and $1,122,589, respectively. The
change in net income between the nine months ended October 31, 2020 and 2019 was primarily attributable to an increase in sales
of 27% and stable gross profit (32% of sales as discussed below) in addition to a decrease in interest expense offset by increases
in operating expenses (24% of sales, a 2% decrease from the prior year, as discussed below).
Sales:
Sales, net of slotting fees and discounts increased by approximately 27% to $31,384,394 during the nine months ended October
31, 2020, from $24,731,305 during the nine months ended October 31, 2019. During the nine months ended October 31, 2020, the Company
was able to increase its sales through new customers as well as its existing customer base. COVID-19 had the effect of, consumer
hoarding of food and increasing inventory build at retailers in the first quarter of the year but slowed new placements in the
third quarter. The Company expects new placements to revert back to normal levels in the fourth quarter of this fiscal year.
Gross
Profit: The gross profit margin was 32% for the nine months ended October 31, 2020 compared to 32% for the nine months ended
October 31, 2019. Gross margins remained the same as a percentage of sales, due to short term higher beef raw material prices,
offset by higher plant operations efficiency.
Operating
Expenses: Operating expenses increased by 15% during the nine months ended October 31, 2020, as compared to the nine months
ended October 31, 2019. Operating expenses decreased as a percentage of sales from 26% in 2019 to 24% in 2020. The $967,869 increase
in total operating expenses is primarily attributable to the following increases in operating expenses:
|
●
|
Postage
and freight of $503,432 due to increased sales and change of customer mix;
|
|
|
|
|
●
|
Commission
expense of $263,760 directly related to increased sales;
|
|
|
|
|
●
|
Payroll
and related expenses of $221,653 due to the addition of a Senior Executive in February 2020;
|
|
|
|
|
●
|
Professional
fees of $107,453 due to an increase in investor relations and investment banking activities; and
|
|
|
|
|
●
|
Royalty
expenses of $79,511 due to the increase in sales.
|
These
expense increases were offset by decrease in the following as well as minimal decreases in other expense categories:
|
●
|
Advertising
and promotion of $289,041 due to lower promotional expenses for merchandising activity related to higher sales, and increased
spending on a Sirius Radio advertising campaign; and
|
|
|
|
|
●
|
Trade
show and travel expenses of $65,609 due to reduced need for travel and the elimination of in person trade shows due to COVID-19.
|
Other
Expense: Other expenses decreased by $121,783 to $189,736 for the nine months ended October 31, 2020 as compared to $311,519
during the nine months ended October 31, 2019. For nine months ended October 31, 2020, other expenses consisted of $171,872 in
interest expense incurred on the Company’s financing arrangements. In addition, the Company recorded $17,864 of amortization
expense related to the debt discount. For nine months ended October 31, 2019, other expenses consisted of $293,531 in interest
expense incurred on the Company’s financing arrangements. In addition, the Company recorded $17,988 of amortization expense
related to the debt discount.
Liquidity
and Capital Resources
The
following table summarizes total current assets, liabilities and working capital at October 31, 2020 compared to January 31, 2020:
|
|
|
October
31, 2020
|
|
|
January
31, 2020
|
|
|
Increase
|
|
|
Current Assets
|
|
$
|
7,332,094
|
|
|
$
|
5,620,255
|
|
|
$
|
1,711,839
|
|
|
Current Liabilities
|
|
$
|
3,837,835
|
|
|
$
|
4,208,231
|
|
|
$
|
370,396
|
|
|
Working Capital
|
|
$
|
3,494,259
|
|
|
$
|
1,412,024
|
|
|
$
|
2,082,235
|
|
As
of October 31, 2020, we had working capital of $3,494,259 as compared to a working capital of $1,412,024 as of January 31, 2020,
an increase of $2,082,235. In addition to the increase in sales and net income, the increase in working capital is primarily attributable
to an increase in cash of $1,399,160, an increase in inventories of $313,870, an increase in prepaid expenses of $38,784, a decrease
in accounts payable and accrued expenses $39,669 and a net decrease of $330,727 in the current portion of lease and debt obligations.
These amounts were offset by a decrease in accounts receivable of $39,975.
Net
cash provided by operating activities for the nine months ended October 31, 2020 and 2019 was $2,518,012 and $975,848, respectively.
Cash provided by operations is primarily attributable to the net income for the nine months ended October 31, 2020 and 2019 of
$2,380,111 and $1,122,589, respectively.
Net
cash used in all investing activities for the nine months ended October 31, 2020 was $320,332 as compared to $163,186 for the
nine months ended October 31, 2019, respectively, to acquire new machinery and equipment and leasehold improvements. Our capital
expenditures are attributed to a Plant Expansion Project in progress since mid-2017 to expand plant capacity and efficiency to
meet growing demand.
Net
cash used in all financing activities for the nine months ended October 31, 2020 was $798,520 as compared to $811,497 for the
nine months ended October 31, 2019. During the nine months ended October 31, 2020, the Company received proceeds of $330,505 from
the Paycheck Protection Program promissory note and proceeds of $2,742,897 from the exercise of options and warrants. The Company
returned the $330,505 received from the Paycheck Protection Program in May 2020. These cash in-flows were offset by payments on
its line of credit of $2,347,348, payments on its term loan of $441,663, payments of $641,844 on the related party loans and $110,562
paid for capital lease payments. During the nine months ended October 31, 2019, the Company made net borrowings on the line of
credit of $285,314. These cash in-flows were offset by net payments of term loan of $1,033,336 and $63,475 paid for capital lease
payments.
As
reflected in the accompanying consolidated financial statements, the Company has net income and net cash provided by operations
of $2,380,111 and $2,518,012, respectively, for the nine months ended October 31, 2020.
Although
the expected revenue growth and control of expenses lead management to believe that it is probable that the Company’s cash
resources will be sufficient to meet its cash requirements through the fiscal year ending January 31, 2021 based on current and
projected levels of operation, the Company may require additional funding to finance growth and achieve its strategic objectives.
If such financing is required, there can be no assurance that financing will be available in amounts or terms acceptable to the
Company, if at all. In the event funding is not available on reasonable terms, the Company might be required to change its growth
strategy and/or seek funding on an alternative basis, but there is no guarantee it will be able to do so. Because of the rapidly
changing environment in response to COVID-19, the current expectations of the Company may be altered as conditions change.
Recent
Accounting Pronouncements
In
October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory”,
which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity
transfers of assets other than inventory until the asset has been sold to an outside party. The updated guidance is effective
for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption of the
update is permitted. The adoption of the new standard did not have a significant impact on the Company’s condensed consolidated
financial statements.
In
August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to
the Disclosure Requirements for Fair Value Measurement”. This update is to improve the effectiveness of disclosures
in the notes to the financial statements by facilitating clear communication of the information required by U.S. GAAP that is
most important to users of each entity’s financial statements. The amendments in this update apply to all entities that
are required, under existing U.S. GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments
in this update are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those
fiscal years. The adoption of the new standard did not have a significant impact on the Company’s condensed consolidated
financial statements.
In
August 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)
ASU 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is
a Service Contract”. The amendments in this update align the requirements for capitalizing implementation costs incurred
in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop
or obtain internal-use software. The Company adopted this guidance on February 1, 2020 on a prospective basis.
In
December 2019, the FASB issued authoritative guidance intended to simplify the accounting for income taxes (ASU 2019-12, “Income
Taxes (Topic 740): Simplifying the Accounting for Income Taxes”). This guidance eliminates certain exceptions
to the general approach to the income tax accounting model and adds new guidance to reduce the complexity in accounting
for income taxes. This guidance is effective for annual periods after December 15, 2020, including interim periods within those
annual periods. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements.
Management
does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material
effect on the accompanying consolidated financial statements.
Critical
Accounting Policies
Our
condensed consolidated financial statements and related public financial information are based on the application of accounting
principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments
and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts
reported. These estimates can also affect supplemental information contained in our external disclosures including information
regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere
to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions
that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different
assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
Our
significant accounting policies are summarized in Note 2 of our condensed consolidated financial statements.
COVID-19
Pandemic
In
December 2019, an outbreak of a novel strain of coronavirus (COVID-19) originated in Wuhan, China, and has since spread to a number
of other countries, including the United States. On March 11, 2020, the World Health Organization characterized COVID-19 as a
pandemic. In addition, as of the time of the filing of this Annual Report on Form 10-K, several states in the United States, including
New Jersey, where the Company is headquartered, have declared states of emergency, and several countries around the world, including
the United States, have taken steps to restrict travel. While all of the Company’s operations are located in the United
States, it participates in a global supply chain, and the existence of a worldwide pandemic, the fear associated with COVID-19,
or any pandemic, and the reactions of governments around the world in response to COVID-19, or any, pandemic, to regulate the
flow of labor and products and impede the travel of personnel, may impact its ability to conduct normal business operations, which
could adversely affect the Company’s results of operations and liquidity. Disruptions to the Company’s supply chain
and business operations, or to its suppliers’ or customers’ supply chains and business operations, could include disruptions
from the closure of supplier and manufacturer facilities, interruptions in the supply of raw materials and components, personnel
absences, or restrictions on the shipment of its suppliers’ or customers’ products, any of which could have adverse
ripple effects on the Company’s manufacturing output and delivery schedule. If the Company needs to close any of its facilities
or a critical number of our employees become too ill to work, the production ability could be materially adversely affected in
a rapid manner. Similarly, if the Company’s customers experience adverse business consequences due to COVID-19, or any other
pandemic, demand for its products could also be materially adversely affected in a rapid manner. Global health concerns, such
as COVID-19, could also result in social, economic, and labor instability in the countries and localities in which the Company
or its suppliers and customers operate. Any of these uncertainties could have a material adverse effect on the business, financial
condition or results of operations. In addition, a catastrophic event that results in the destruction or disruption of the Company’s
data centers or its critical business or information technology systems would severely affect the ability to conduct normal business
operations and, as a result, the operating results would be adversely affected.
Off
Balance Sheet Arrangements
We
do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons,
also known as “special purpose entities” (SPEs).
CHANGES
AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Since
inception until the present time, the principal independent accounting firm for the Company has not resigned, declined to stand
for reelection or been dismissed. We have no disagreements with our independent registered public accounting firm on any matter
of accounting principles or with any financial statement disclosures.
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The
following table discloses our directors and executive officers as of February 10, 2021.
|
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
|
|
Carl Wolf
|
|
77
|
|
Chief Executive Officer and Chairman of the
Board of Directors
|
|
|
|
|
|
|
|
Matthew Brown
|
|
52
|
|
President and Director
|
|
|
|
|
|
|
|
Lawrence Morgenstein
|
|
70
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
Steven Burns
|
|
60
|
|
Executive Vice President and Director
|
|
|
|
|
|
|
|
Alfred D’Agostino
|
|
67
|
|
Director
|
|
|
|
|
|
|
|
Thomas Toto
|
|
66
|
|
Director
|
|
|
|
|
|
|
|
Dean Janeway
|
|
77
|
|
Director
|
Carl
Wolf has over 35 years of experience in the management and operations of companies in the food industry. Mr. Wolf has served
as Chief Executive Officer and Chairman of the Board of MamaMancini’s from February 2010 through the Present. Mr. Wolf was
the founder, majority shareholder, Chairman of the Board, and CEO of Alpine Lace Brands, Inc., a NASDAQ-listed public company
with over $125 million in wholesale sales. He also founded, managed, and sold MCT Dairies, Inc., a $60 million international dairy
component resource company. Other experience in the food industry includes his role as Co-chairman of Saratoga Beverage Company,
a publicly traded (formerly NASDAQ: TOGA) bottled water and fresh juice company prior to its successful sale to a private equity
firm. Mr. Wolf served an advisor to Mamma Sez Biscotti, a snack and bakery product company (which was sold in a later period to
Nonnis, the largest biscotti company in the United States) from 2002 to 2004. Previously he served as Director and on the Audit
and Development committees of American Home Food Products, Inc. a publicly traded marketer Artisanal Brand Cheeses, from
2007 to 2009. Mr. Wolf also served as Chairman of the Board of Media Bay, which was a NASDAQ-listed public company which ally
traded direct seller of spoken word through its audio book club and old-time radio classic activities and download spoken content,
from 2002 to 2004.
Mr.
Wolf received his B.A. in 1965 from Rutgers University (Henry Rutgers Scholar) and his M.B.A. in 1966 from the University of Pittsburgh
(with honors).
In
evaluating Mr. Wolf’s specific experience, qualifications, attributes and skills in connection with his appointment to our
board, we took into account his numerous years of experience in the food industry, as a serial entrepreneur in growing business,
his knowledge of publicly traded companies, and his proven track record of success in such endeavors.
Matthew
Brown has over 20 years of experience in the sales and marketing of products in the food industry. Beginning in February 2010
through the present, he has served as President of MamaMancini’s. From April 2001 until January of 2012, he served as the
President of Hors D’oeuvres Unlimited, overseeing the day to day operations of their food manufacturing business. He previously
worked as a marketing associate from September 1993 to December 1998 at Kraft Foods, Inc., where he dealt with numerous aspects
of the company’s marketing of their food products.
Mr.
Brown received his B.A. from the University of Michigan in 1991 and his M.B.A. from the University of Illinois in 1993.
In
evaluating Mr. Brown’s specific experience, qualifications, attributes and skills in connection with his appointment to
our board, we took into account his numerous years of experience in sales and marketing, and his proven track record of success
in such endeavors.
Lawrence
Morgenstein has been Chief Financial Officer of the Company since April 1, 2018. He has been previously employed as Controller
for Emerging Power, Inc. from July 7, 2016 through January 12, 2018. He was also employed by Elaut USA, Inc. from April 4, 2013
through July 3, 2016. He was controller of Mama Mia Produce from March 2010 to April 2013. Mr. Morgenstein was Corporate Controller
& VP of Finance. Mr. Morgenstein holds a BS in Economics from Rider University in 1972. He further holds an MBA from Rutgers
University GSB in 1976.
Steven
Burns been Executive Vice President of the Company since February 1, 2020. He has over 20 years of experience in the management
and operations of various companies. Mr. Burns has served as a director of MamaMancini’s from February 2010 through the
present. Beginning in June 2011 and still presently, he serves as the Chairman of the Board of Directors of Meatball Obsession,
LLC. Additionally, beginning in 2006 and still Presently he works as the President and CEO of Point Prospect, Inc., where he oversees
the day to day operations of the company, which primarily deal with investments and services in real estate, clean and efficient
energy sources, high-quality and healthy food services, and healthcare technology. Prior to that, for a period of 24 years he
worked at and was senior executive at Accenture where he led the U.S. Health Insurance Industry Program comprised of approximately
600 professionals. He also has sat on various financial committees and boards of directors throughout his career.
Mr.
Burns received his B.S. in Business Management from Boston College in 1982.
In
evaluating Mr. Burns’ specific experience, qualifications, attributes and skills in connection with his appointment to our
board, we took into account his numerous years of experience in serving on board of directors, his knowledge of running and managing
companies, and his proven track record of success in such endeavors.
Alfred
D’Agostino has over 34 years of experience in the management and ownership of food brokerage and food distribution companies.
Mr. D’Agostino has served as a director of MamaMancini’s from February 2010 through the Present. Beginning in March
2001 and still presently, he serves as the President for WorldWide Sales Inc., a perishable food broker that services the New
York / New Jersey Metropolitan and Philadelphia marketplace. Prior to this he worked from September 1995 until February 2001 as
Vice- President of the perishable business unit at Marketing Specialists, a nationwide food brokerage. Previously, from February
1987 until August 1995 he worked as a Partner for the perishable division of Food Associates until its merger with Merket Enterprises.
In
evaluating Mr. D’Agostino’s specific experience, qualifications, attributes and skills in connection with his appointment
to our board, we took into account his numerous years of experience in the food brokerage and other food related industries, his
knowledge of running and managing companies, and his proven track record of success in such endeavors.
Mr.
D’Agostino received his B.S. in Business Management from the City College of New York in 1974.
Thomas
Toto has over 32 years of experience in the management and ownership of food brokerage and food distribution companies. Mr.
Toto has served as a director of MamaMancini’s from February 2010 through the Present. Beginning in June 2009 and still
presently, he serves as the Senior Business manager for WorldWide Sales Inc., a perishable food broker that services the New York
/ New Jersey Metropolitan and Philadelphia marketplace. Prior to this he worked from September 2007 until May 2009 as a Division
President for DCI Cheese Co., a company that imported and distributed various kinds of cheeses. Previously from March 1993 until
September 2007 he was the President and owner of Advantage International Foods Corporation, where he ran the day-to-day operations
of importing and distributing cheeses around the world.
Mr.
Toto received his B.A. from Seton Hall University in 1976 and his M.B.A. from Seton Hall University in 1979.
In
evaluating Mr. Toto’s specific experience, qualifications, attributes and skills in connection with his appointment to our
board, we took into account his numerous years of experience in the food brokerage and other food related industries, his knowledge
of running and managing companies, and his proven track record of success in such endeavors.
Dean
Janeway has served as a director of MamaMancini’s since 2012. Mr. Janeway is an executive with more than 40 years of
broad leadership skills and extensive experience in the areas of corporate strategy, business development, operational oversight
and financial management. From 1966 through 2011, Mr. Janeway served in various positions at Wakefern Food Corp., the largest
retailer- owned cooperative in the United States. From 1966 through 1990, Mr. Janeway advanced through various positions of increasing
responsibility including positions in Wakefern’s accounting, merchandising, dairy-deli, and frozen foods divisions. From
1990 through 1995 Mr. Janeway provided oversight for all of Wakefern’s procurement, marketing, merchandising, advertising
and logistics divisions. From 1995 until his retirement in 2011, Mr. Janeway served as President and Chief Operating Officer of
“Wakefern” providing primary oversight for the company’s financial and treasury functions, human resources,
labor relations, new business development, strategic acquisitions, government relations, corporate social responsibility, sustainability
initiatives and member relations. Mr. Janeway previously served as the chairman for the National Grocers Association from 1993
through 2001. From 2009 through the present, Mr. Janeway has served as the Chairman of the Foundation for the University of Medicine
and Dentistry of New Jersey.
The
Board of Directors determined that Mr. Janeway’s qualifications to serve as a director include his notable business and
leadership experience in the all areas of management, particularly in the food industry. He also has experience in the area of
wholesale distribution, due to his past position at Wakefern and his knowledge of running and managing companies and his proven
track record of success in such endeavors will be invaluable to the Company going forward.
Mr.
Janeway received his B.A. in Marketing from Rutgers University, and his M.B.A from Wharton School of Business, University of Pennsylvania.
Family
Relationships
Mr.
Matthew Brown, our Chief Operating Officer, is the son-in-law of Mr. Carl Wolf, our Chief Executive Officer.
Board
Committees and Charters
Our
board of directors has established the following committees: an audit committee, a compensation committee and a nominating/corporate
governance committee. Copies of each committee’s charter are posted on our website, www.mamamancini’s.com.
Our board of directors may from time to time establish other committees.
Audit
Committee
The
purpose of the Audit Committee is to oversee the processes of accounting and financial reporting of the Company and the audits
and financial statements of the Company. The Audit Committee’s primary duties and responsibilities are to:
|
|
●
|
Monitor
the integrity of the Company’s financial reporting process and systems of internal
controls regarding finance, accounting and legal compliance.
|
|
|
|
|
|
|
●
|
Monitor
the independence and performance of the Company’s independent auditors and the Company’s accounting personnel.
|
|
|
|
|
|
|
●
|
Provide
an avenue of communication among the independent auditors, management, the Company’s
accounting personnel, and the Board.
|
|
|
|
|
|
|
●
|
Appoint
and provide oversight for the independent auditors engaged to perform the audit of the financial statements.
|
|
|
|
|
|
|
●
|
Discuss
the scope of the independent auditors’ examination.
|
|
|
|
|
|
|
●
|
Review
the financial statements and the independent auditors’ report.
|
|
|
●
|
Review
areas of potential significant financial risk to the Company.
|
|
|
|
|
|
|
●
|
Monitor
compliance with legal and regulatory requirements.
|
|
|
|
|
|
|
●
|
Solicit
recommendations from the independent auditors regarding internal controls and other matters.
|
|
|
|
|
|
|
●
|
Make
recommendations to the Board.
|
|
|
|
|
|
|
●
|
Resolve
any disagreements between management and the auditors regarding financial reporting.
|
|
|
|
|
|
|
●
|
Prepare
the report required by Item 407(d) of Regulation S-K, as required by the rules of the
Securities and Exchange Commission (the “SEC”).
|
|
|
|
|
|
|
●
|
Perform
other related tasks as requested by the Board.
|
The
Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct
access to the independent auditors as well as anyone in the organization. The Committee has the ability to retain, at the Company’s
expense, special legal, accounting, or other consultants or experts it deems necessary in the performance of its duties.
Our
Audit Committee consists of Mr. Burns and Mr. Toto. Mr. Toto serves as the Chairman of our Audit Committee. Mr. Burns is our Audit
Committee financial expert as currently defined under applicable SEC rules.
Compensation
Committee
The
Compensation Committee’s responsibilities include, but are not limited to, the responsibilities which are required under
the corporate governance rules of NASDAQ, including the responsibility to determine compensation of the Chairman of the Board,
the Chief Executive Officer (“CEO”), the President and all other executive officers. The Compensation Committee’s
actions shall generally be related to overall considerations, policies and strategies.
The
following are specific duties and responsibilities of the Compensation Committee:
|
|
●
|
Review
the competitiveness of the Company’s executive compensation programs to ensure
(a) the attraction and retention of corporate officers, (b) the motivation of corporate
officers to achieve the Company’s business objectives, and I the alignment of the
interests of key leadership with the long-term interests of the Company’s stockholders.
|
|
|
●
|
Review
and determine the annual salary, bonus, stock options, other equity-based incentives,
and other benefits, direct and indirect, of the Company’s executive officers, including
development of an appropriate balance between short-term pay and long-term incentives
while focusing on long-term stockholder interests.
|
|
|
|
|
|
|
●
|
Determine
salary increases and bonus grants for the Chairman of the Board, the CEO, the President
and all other executive officers of the Company.
|
|
|
|
|
|
|
●
|
Review
and approve corporate goals and objectives for purposes of bonuses and long- term incentive plans.
|
|
|
|
|
|
|
●
|
Review
and approve benefit plans, including equity incentive plans, and approval of individual grants and awards.
|
|
|
|
|
|
|
●
|
Review
and approve employment or other agreements relating to compensation for the Chairman
of the Board, the CEO, the President and the other executive officers of the Company.
|
|
|
|
|
|
|
●
|
Review
and discuss with management the Company’s CD&A and recommend to the Board that
the CD&A be included in the annual report on Form 10-K and/or proxy statement in
accordance with applicable SEC rules.
|
|
|
|
|
|
|
●
|
If
required by SEC rules, provide a Compensation Committee Report on executive compensation
to be included in the Company’s annual proxy statement in accordance with applicable
SEC rules.
|
|
|
|
|
|
|
●
|
Perform
an annual evaluation of the performance of the Chairman of the Board, the CEO, the President
and the other executive officers.
|
|
|
|
|
|
|
●
|
Perform
an annual review of non-employee director compensation programs and recommend changes
thereto to the Board when appropriate.
|
|
|
|
|
|
|
●
|
Plan
for executive development and succession.
|
|
|
|
|
|
|
●
|
Review
and approve all equity-based compensation plans and amendments thereto, subject to any
stockholder approval under the listing standards of NASDAQ.
|
|
|
|
|
|
|
●
|
Recommend
an appropriate method by which stockholder concerns about compensation may be communicated
by stockholders to the Committee and, as the Committee deems appropriate, to respond
to such stockholder concerns.
|
|
|
|
|
|
|
●
|
Perform
such duties and responsibilities as may be assigned by the Board to the Committee under
the terms of any executive compensation plan, incentive compensation plan or equity-based
plan.
|
|
|
|
|
|
|
●
|
Review
risks related to the Company’s compensation policies and practices and review and
discuss, at least annually, the relationship between the Company’s risk management
policies and practices, corporate strategy and compensation policies and practices.
|
Our
Compensation Committee consists of Mr. D’Agostino, and Mr. Janeway. Mr. D’Agostino serves as the Chairman of our Compensation
Committee.
Nominating/Corporate
Governance Committee
The
Nominating/Corporate Governance Committee’s responsibilities include, but are not limited to, the responsibilities which
are required under the corporate governance rules of NASDAQ, including the responsibilities to identify individuals who are qualified
to become directors of the Company, consistent with criteria approved by the Board, and make recommendations to the Board of nominees,
including Stockholder Nominees (nominees whether by appointment or election at the Annual Meeting of Stockholders) to serve as
a directors of the Company. To fulfill its purpose, the responsibilities and duties of the Nominating/Corporate Governance Committee
are as follows:
|
|
●
|
Evaluate,
in consultation with the Chairman of the Board and Chief Executive Officer (“CEO”),
the current Composition, size, role and functions of the Board and its committees to
oversee successfully the business and affairs of the Company in a manner consistent with
the Company’s Corporate Governance Guidelines and make recommendations to the Board
for approval.
|
|
|
|
|
|
|
●
|
Determine,
in consultation with the Chairman of the Board and CEO, director selection criteria consistent
with the Company’s Corporate Governance Guidelines and conduct searches for prospective
directors whose skills and attributes reflect these criteria.
|
|
|
|
|
|
|
●
|
Assist
in identifying, interviewing and recruiting candidates for the Board.
|
|
|
|
|
|
|
●
|
Evaluate,
in consultation with the Chairman of the Board and CEO, nominees, including nominees
nominated by stockholders in accordance with the provisions of the Company’s Bylaws,
and recommend nominees for election to the Board or to fill vacancies on the Board.
|
|
|
|
|
|
|
●
|
Before
recommending an incumbent, replacement or additional director, review his or her qualifications,
including capability, availability to serve, conflicts of interest, and other relevant
factors.
|
|
|
|
|
|
|
●
|
Evaluate,
in consultation with the Chairman of the Board and CEO and make recommendations to the
Board concerning the appointment of directors to Board committees and the selection of
the Chairman of the Board and the Board committee chairs consistent with the Company’s
Corporate Governance Guidelines.
|
|
|
|
|
|
|
●
|
Determine
the methods and execution of the annual evaluations of the Board’s and each Board
committee’s effectiveness and support the annual performance evaluation process.
|
|
|
|
|
|
|
●
|
Evaluate
and make recommendations to the Board regarding director retirements, director re-nominations
and directors’ changes in circumstances in accordance with the Company’s
Corporate Governance Guidelines.
|
|
|
●
|
Review
and make recommendations to the Board regarding policies relating to directors’
compensation, consistent with the Company’s Corporate Governance Guidelines.
|
|
|
|
|
|
|
●
|
As
set forth herein, monitor compliance with, and at least annually evaluate and make recommendations
to the Board regarding, the Company’s Corporate Governance Guidelines and overall
corporate governance of the Company.
|
|
|
|
|
|
|
●
|
Assist
the Board and the Company’s officers in ensuring compliance with an implementation
of the Company’s Corporate Governance Guidelines.
|
|
|
|
|
|
|
●
|
Develop
and implement continuing education programs for all directors, including orientation
and training programs for new directors.
|
|
|
|
|
|
|
●
|
Annually
evaluate and make recommendations to the Board regarding the Committee’s performance
and adequacy of this Charter.
|
|
|
|
|
|
|
●
|
Review
the Code of Ethics periodically and propose changes thereto to the Board, if appropriate.
|
|
|
|
|
|
|
●
|
Review
requests from outside the Committee for any waiver or amendment of the Company’s
Code of Business Conduct and Ethics and recommend to the Board whether a particular waiver
should be granted or whether a particular amendment should be adopted.
|
|
|
|
|
|
|
●
|
Oversee
Committee membership and qualifications and the performance of members of the Board.
|
|
|
|
|
|
|
●
|
Review
and recommend changes in (i) the structure and operations of Board Committees, and (ii)
Committee reporting to the Board.
|
|
|
|
|
|
|
●
|
Make
recommendations annually to the Board as to the independence of directors under the Corporate
Governance Guidelines.
|
|
|
●
|
Review
and make recommendations to the Board regarding the position the Company should take
with respect to any proposals submitted by stockholders for approval at any annual or
special meeting of stockholders.
|
|
|
|
|
|
|
●
|
Regularly
report on Committee activities and recommendations to the Board.
|
|
|
|
|
|
|
●
|
Perform
any other activities consistent with this Charter, the Company’s Certificate of
Incorporation and Bylaws, as amended from time to time, the NASDAQ company guide, and
any governing law, as the Board considers appropriate and delegates to the Committee.
|
Our
Nominating/Corporate Governance Committee consists of Mr. Janeway and Mr. D’Agostino, with Mr. Janeway serving as the Chairman.
Code
of Business Conduct and Ethics
Effective
January 21, 2014, the Board of Directors (the “Board”) of MamaMancini’s Holdings, Inc. (the “Company”)
adopted a Code of Ethics (the “Code of Ethics”) applicable to the Company and all subsidiaries and entities controlled
by the Company and the Company’s directors, officers and employees. Compliance with the Code of Ethics is required of all
Company personnel at all times. The Company’s senior management is charged with ensuring that the Code of Ethics and the
Company’s corporate policies will govern, without exception, all business activities of the Company. The Code of Ethics
addresses, among other things, the use and protection of Company assets and information, avoiding conflicts of interest, corporate
opportunities and transactions with business associates and document retention.
Involvement
in Certain Legal Proceedings
During
the past five years no director, person nominated to become a director, executive officer, promoter or control person of the Company
has: (i) had any bankruptcy petition filed by or against any business of which such person was a general partner or executive
officer either at the time of the bankruptcy or within two years prior to that time; (ii) been convicted in a criminal proceeding
or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) been subject to
any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking
activities; or (iv) been found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed,
suspended, or vacated.
Compliance
with Section 16(A) of the Exchange Act
Section
16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more
of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in
beneficial ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and
regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).
Based
solely on our review of certain reports filed with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities
Exchange Act of 1934, as amended, the reports required to be filed with respect to transactions in our common stock during the
period covered by this Annual Report on Form 10-K, were timely.
Legal
Proceedings
There
are no material proceedings to which any director or officer, or any associate of any such director or officer, is a party that
is adverse to our Company or any of our subsidiaries or has a material interest adverse to our Company or any of our subsidiaries.
No director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition
or had a bankruptcy petition filed against it during the past ten years. No director or executive officer has been convicted of
a criminal offense or is the subject of a pending criminal proceeding during the past ten years. No director or executive officer
has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or banking activities during the past ten years. No director
or officer has been found by a court to have violated a federal or state securities or commodities law during the past ten years.
Officers
and Directors Indemnification
Under
our Articles of Incorporation and Bylaws of the corporation, the Company may indemnify an officer or director who is made a party
to any proceeding, including a lawsuit, because of his or her position, if he or she acted in good faith and in a manner he or
she reasonably believed to be in the Company’s best interest. The Company may advance expenses incurred in defending a proceeding.
To the extent that the officer or director is successful on the merits in a proceeding as to which he or she is to be indemnified,
the Company must indemnify the officer or director against all expenses incurred, including attorney’s fees. With respect
to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding,
and if the officer or director is judged liable, then only by a court order. The indemnification coverage is intended to be to
the fullest extent permitted by applicable laws.
Regarding
indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to officers or directors under
applicable state law, the Company is informed that, in the opinion of the Securities and Exchange Commission, indemnification
is against public policy, as expressed in the Act and is, therefore, unenforceable.
EXECUTIVE
COMPENSATION
The
following is a summary of the compensation we paid for each of the last two years ended January 31, 2020 and 2019, respectively
(i) to the persons who acted as our principal executive officer during our fiscal year ended January 31, 2020 and (ii) to the
person who acted as our next most highly compensated executive officer other than our principal executive officer who was serving
as an executive officer as of the end of our last fiscal year.
The
following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers
paid by us during the years ended January 31, 2020 and January 31, 2019.
Name
and
Principal
Position
|
|
Year(5)
|
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock
Awards ($)
|
|
|
Option
Awards ($)(4)
|
|
|
Non-Equity
Incentive Plan Compensation ($)
|
|
|
Non-Qualified
Deferred Compensation Earnings
($)
|
|
|
All
Other Compensation ($)
|
|
|
Totals
($)
|
|
|
Carl Wolf
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CEO/Chairman(1)
|
|
|
2020
|
|
|
$
|
190,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
190,000
|
|
|
|
|
|
2019
|
|
|
$
|
180,500
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
180,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Matt Brown
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
President(2)
|
|
|
2020
|
|
|
$
|
211,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
211,000
|
|
|
|
|
|
2019
|
|
|
$
|
180,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
180,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lawrence Morgenstein
CFO(3)
|
|
|
2020
|
|
|
$
|
132,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
4,058
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
136,058
|
|
|
|
|
|
2019
|
|
|
$
|
130,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
28,332
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
158,332
|
|
|
|
1.
|
Mr.
Wolf was appointed as Chief Executive Officer of the Company on January 24, 2013.
|
|
|
|
|
|
|
2.
|
Mr.
Brown was appointed as President of the Company on January 24, 2013.
|
|
|
|
|
|
|
3.
|
Mr.
Morgenstein was appointed as Chief Financial Officer on April 1, 2018.
|
2020
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
STOCK
AWARDS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
|
|
|
Number
of
|
|
|
Number
|
|
|
Payout
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
of
|
|
|
Shares
|
|
|
of
|
|
|
Value
of
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
Shares
|
|
|
or
|
|
|
Unearned
|
|
|
Unearned
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
|
|
|
|
|
|
or
Units
|
|
|
Units
|
|
|
Shares,
|
|
|
Shares,
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
|
|
|
|
|
of
Stock
|
|
|
of
|
|
|
Units
or
|
|
|
Units
or
|
|
|
|
|
Number
of
|
|
|
Number
of
|
|
|
Number
of
|
|
|
|
|
|
|
|
That
|
|
|
Stock
|
|
|
Other
|
|
|
Other
|
|
|
|
|
Securities
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
|
Have
|
|
|
That
|
|
|
Rights
|
|
|
Rights
|
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
Underlying
|
|
|
Option
|
|
|
|
|
Not
|
|
|
Have
|
|
|
That
|
|
|
That
|
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Exercise
|
|
|
Option
|
|
Vested
|
|
|
Not
|
|
|
Have
Not
|
|
|
Have
Not
|
|
|
|
|
Options
(#)
|
|
|
Options
(#)
|
|
|
Unearned
|
|
|
Price
|
|
|
Expiration
|
|
(#)
|
|
|
Vested
|
|
|
Vested
|
|
|
Vested
|
|
|
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
Options
(#)
|
|
|
($)
|
|
|
Date
|
|
(g)
|
|
|
($)
|
|
|
(#)
|
|
|
(#)
|
|
|
Name
(a)
|
|
(b)
|
|
|
I
|
|
|
(d)
|
|
|
I
|
|
|
(f)
|
|
(9)
|
|
|
(h)
|
|
|
(i)
|
|
|
(j)
|
|
|
Carl
Wolf
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief
Executive Officer(1)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Matthew
Brown
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
President(2)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven
Burns
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
Vice President; Director(3)
|
|
|
50,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0.39
|
|
|
4/13/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
1.05
|
|
|
6/27/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0.80
|
|
|
9/3/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
25,000
|
|
|
|
0
|
|
|
$
|
0.52
|
|
|
7/30/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alfred
D’Agostino
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director(4)
|
|
|
50,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0.39
|
|
|
4/13/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
1.05
|
|
|
6/27/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0.80
|
|
|
9/3/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
25,000
|
|
|
|
0
|
|
|
$
|
0.52
|
|
|
7/30/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas
Toto
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director(5)
|
|
|
50,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0.39
|
|
|
4/13/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
1.05
|
|
|
6/27/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0.80
|
|
|
9/3/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
25,000
|
|
|
|
0
|
|
|
$
|
0.52
|
|
|
7/30/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dean
Janeway
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director(6)
|
|
|
50,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0.39
|
|
|
4/13/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
1.05
|
|
|
6/27/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0.80
|
|
|
9/3/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
25,000
|
|
|
|
0
|
|
|
$
|
0.52
|
|
|
7/30/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lawrence
Morgenstein(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief
Financial Officer
|
|
|
7,500
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0.733
|
|
|
9/30/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000
|
|
|
|
2,500
|
|
|
|
0
|
|
|
$
|
0.749
|
|
|
4/1/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,500
|
|
|
|
5,000
|
|
|
|
0
|
|
|
$
|
0.70
|
|
|
10/1/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brent
Smith(8)
|
|
|
6,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0.60
|
|
|
5/2/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
1.38
|
|
|
11/2/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chris
Styler(8)
|
|
|
18,000
|
|
|
|
-
|
|
|
|
0
|
|
|
$
|
0.60
|
|
|
5/2/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
1.38
|
|
|
11/2/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dan
Mancini (Dougherty)(8)
|
|
|
18,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0.60
|
|
|
5/2/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
25,000
|
|
|
|
0
|
|
|
$
|
0.52
|
|
|
7/30/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Emma
Rosario(8)
|
|
|
3,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0.60
|
|
|
5/2/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
1.38
|
|
|
11/2/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eric
Felice(8)
|
|
|
12,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0.60
|
|
|
5/2/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
1.38
|
|
|
11/2/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joe
Smith(8)
|
|
|
18,000
|
|
|
|
-
|
|
|
|
0
|
|
|
$
|
0.60
|
|
|
5/2/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
1.38
|
|
|
11/2/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John
Kaminsky(8)
|
|
|
6,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0.60
|
|
|
5/2/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
1.38
|
|
|
11/2/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pete
de Pasquale(8)
|
|
|
6,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0.60
|
|
|
5/2/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Priscilla
Goldman(8)
|
|
|
6,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0.60
|
|
|
5/2/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rich
Franco(8)
|
|
|
6,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0.60
|
|
|
5/2/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
1.38
|
|
|
11/2/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott
Shaffer(8)
|
|
|
18,000
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0.60
|
|
|
5/2/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
Mr.
Wolf was appointed as Chief Executive Officer of the Company on January 24, 2013
|
|
|
|
|
2.
|
Mr.
Brown was appointed as President of the Company on January 24, 2013
|
|
|
|
|
3.
|
Mr.
Burns was appointed as a director of the Company on January 24, 2013
|
|
|
|
|
4.
|
Mr.
D’Agostino was appointed as a director of the Company on January 24, 2013
|
|
|
|
|
5.
|
Mr.
Toto was appointed as a director of the Company on January 24, 2013
|
|
|
|
|
6.
7.
8.
|
Mr.
Janeway was appointed as a director on January 24, 2013
Mr.
Morgenstein was appointed Chief Financial Officer on April 1, 2018
Non-Management
employee
|
|
|
|
|
9.
|
Shares
vest upon a change of control of the Company
|
DIRECTOR
COMPENSATION
Our
executive officers who are members of our board of directors and the directors who are not considered independent under the corporate
governance rules of the New York Stock Exchange do not receive compensation from us for their service on our board of directors.
Accordingly, Mr. Wolf and Mr. Brown do not receive compensation from us for their service on our board of directors. Only those
directors who are considered independent directors under the corporate governance rules of the New York Stock Exchange receive
compensation from us for their service on our board of directors. Mr. Burns, Mr. D’Agostino, Mr. Toto and Mr. Janeway are
to be paid $10,000 per annum for their service as members of the board, payable quarterly in Company common stock.
In
June 2017, each of our directors were granted stock options to purchase 25,000 shares of the Company’s common stock at an
exercise of $1.05. All such options vested quarterly over a one-year period and expire 5 years from the date of grant.
In
September 2018, each of our directors were granted stock options to purchase 25,000 shares of the Company’s common stock
at an exercise of $0.80. All such options vested quarterly over a one-year period and expire 5 years from the date of grant.
There
is no formal arrangement with our board of directors for the granting of options. There is no assurance that the Company will
continue to issue options to the board of directors or on what terms such issuance would occur. In addition, our Lead Director,
Steven Burns was paid $51,600 and $58,000 in cash compensation for the years ended January 31, 2020 and January 31, 2019, respectively,
for his additional services in that capacity.
We
also reimburse all of our directors for reasonable expenses incurred to attend board of director or committee meetings.
The
following Director Compensation Table sets forth the compensation of our directors for the fiscal years ending on January 31,
2020 and January 31, 2019.
Name
and
Principal
Position (a)
|
|
Year
(b)
|
|
Salary
($)
(b)
|
|
|
Bonus
($)
(b)
|
|
|
Stock
Awards
($)
(b)
|
|
|
Option
Awards ($)
(b)
|
|
|
Non-Equity
Incentive Plan Compensation ($)
(b)
|
|
|
All
Other Compensation ($)
(b)
|
|
|
Total
($)
(b)
|
|
|
Director
|
|
2020
|
|
$
|
51,600
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
17,876
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
69,876
|
|
|
Steven
Burns (1)
|
|
2019
|
|
$
|
58,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
17,876
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
75,876
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
2020
|
|
$
|
10,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
17,876
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
27,876
|
|
|
Alfred
D’Agostino (2)
|
|
2019
|
|
$
|
10,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
17,876
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
27,876
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
2020
|
|
$
|
10,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
17,876
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
27,876
|
|
|
Thomas
Toto (3)
|
|
2019
|
|
$
|
10,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
17,876
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
27,876
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
2020
|
|
$
|
10,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
17,876
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
27,876
|
|
|
Dean
Janeway (4)
|
|
2019
|
|
$
|
10,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
17,876
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
27,876
|
|
|
1.
|
Mr.
Burns was appointed as a director of the Company on January 24, 2013.
|
|
|
|
|
2.
|
Mr.
D’Agostino was appointed as a director of the Company on January 24, 2013.
|
|
|
|
|
3.
|
Mr.
Toto was appointed as a director of the Company on January 24, 2013.
|
|
|
|
|
4.
|
Mr.
Janeway was appointed as a director of the Company on January 24, 2013.
|
Employment
Agreements
Carl
Wolf
On
March 5, 2012 MamaMancini’s entered into an Employment Agreement with Mr. Carl Wolf as Chief Executive Officer for a term
of 3 years. Mr. Wolf’s employment agreement automatically renews for successive one-year terms, unless the Company gives
written notice of non-renewal not less than six (6) months prior to an anniversary date or until terminated as set forth herein.
Mr. Wolf’s employment agreement was renewed for a period of one year on March 5, 2020. As compensation for his services
Mr. Wolf’s compensation was increased to $190,000 per year effective November 1, 2017. Such base salary is reviewed yearly
with regard to possible increase. In addition, Mr. Wolf is eligible to receive an annual bonus as determined by the Board. As
part of the agreement, Mr. Wolf is subject to confidentiality provisions regarding MamaMancini’s, and certain covenants
not to compete. Mr. Wolf is also entitled to receive Termination Payments (as defined Section 11.1 of Mr. Wolf’s Employment
Agreement) in the event his employment is terminated in conjunction with the following:
|
Reason
for Termination
|
|
Payment
to be Received
|
|
Death
|
|
Termination
Payments (1)
|
|
Disability
|
|
Termination
Payments plus 12 months Base Salary
|
|
Without
Cause
|
|
Termination
Payments plus lesser of 12 months Base Salary or remaining Initial Term of employment
|
|
For
Cause
|
|
Termination
Payments minus any yearly bonus
|
|
|
(1)
|
Termination
Payment equals: (i) any unpaid Base Salary through the date of termination, (ii) any
Bonus for the year in which such termination occurs prorated as of the date of termination,
(iii) accrued and unpaid vacation pay for the year in which such termination occurs prorated
as of the date of termination, (iv) any sums due under any of MamaMancini’s benefit
plans, and (v) any unreimbursed expenses incurred by the Employee on MamaMancini’s
behalf.
|
Matthew
Brown
On
March 5, 2012 MamaMancini’s entered into an employment agreement with Mr. Matthew Brown as President of MamaMancini’s
for an initial term of 3 years. Mr. Brown’s employment agreement automatically renews for successive one-year terms, unless
the Company gives written notice of non-renewal not less than six (6) months prior to an anniversary date or until terminated
as set forth herein. Mr. Brown’s employment agreement was renewed for a period of one year on March 5, 2020. As compensation
for his services, Mr. Brown receives a base salary of $186,000 per year. Such base salary is reviewed yearly with regard to possible
increase. In addition, Mr. Brown is eligible to receive an annual bonus as determined by the Board. As part of the agreement,
Mr. Brown is subject to confidentiality provisions regarding MamaMancini’s, and certain covenants not to compete. Mr. Brown
is also entitled to receive Termination Payments (as defined in Section 11.1 of Mr. Brown’s Employment Agreement) in the
event his employment is terminated in conjunction with the following:
|
Reason
for Termination
|
|
Payment
to be Received
|
|
Death
|
|
Termination
Payments (1)
|
|
Disability
|
|
Termination
Payments plus 12 months Base Salary
|
|
Without
Cause
|
|
Termination
Payments plus lesser of 12 months Base Salary or remaining Initial Term of employment
|
|
For
Cause
|
|
Termination
Payments minus any yearly bonus
|
|
|
(1)
|
Termination
Payment equals: (i) any unpaid Base Salary through the date of termination, (ii) any
Bonus for the year in which such termination occurs prorated as of the date of termination,
(iii) accrued and unpaid vacation pay for the year in which such termination occurs prorated
as of the date of termination, (iv) any sums due under any of MamaMancini’s benefit
plans, and (v) any unreimbursed expenses incurred by the Employee on the MamaMancini’s
behalf.
|
Lawrence
Morgenstein
On
April 1, 2018 MamaMancini’s entered into an employment agreement with Lawrence Morgenstein as Chief Financial Officer of
MamaMancini’s for an initial term of one year. Unless terminated, Mr. Morgenstein’s employment agreement automatically
renews for successive one-year terms. As compensation for his services, Mr. Morgenstein receives a base salary of $125,000 per
year and is eligible for a year-end bonus of up to $25,000. Such base salary is reviewed yearly with regard to possible increase.
In addition, Mr. Morgenstein is eligible to receive an annual bonus as determined by the Board. In addition, Mr. Morgenstein was
initially granted an option to acquire 30,000 shares of Company Common Stock, vesting 7,500 shares per half year. As part of the
agreement, Mr. Morgenstein is subject to confidentiality provisions regarding MamaMancini’s, and certain covenants not to
compete.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED
STOCKHOLDER MATTERS
The
following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common
stock as of February 10, 2021 and by the officers and directors, individually and as a group. Except as otherwise indicated,
all shares are owned directly and the shareholders listed possess sole voting and investment power with respect to the shares
shown.
|
Name
of Beneficial Owner(1)
|
|
Shares
|
|
|
Percent
(2)
|
|
|
|
|
|
|
|
|
|
|
Named Executive Officers and Directors
|
|
|
|
|
|
|
|
|
|
Carl Wolf
|
|
|
7,426,886
|
(3)
|
|
|
20.41
|
%
|
|
Matthew Brown
|
|
|
5,589,181
|
(4)
|
|
|
15.65
|
%
|
|
Lawrence Morgenstein
|
|
|
15,000
|
(5)
|
|
|
*
|
|
|
Steven Burns
|
|
|
1,509,643
|
(6)
|
|
|
4.21
|
%
|
|
Alfred D’Agostino
|
|
|
994,501
|
(7)
|
|
|
2.77
|
%
|
|
Thomas Toto
|
|
|
904,443
|
(8)
|
|
|
2.53
|
%
|
|
Dean Janeway
|
|
|
449,336
|
(9)
|
|
|
1.25
|
%
|
|
All executive officers and directors as a group
(7 persons)
|
|
|
16,895,676
|
|
|
|
45.22
|
%(2)
|
|
|
|
|
|
|
|
|
|
|
|
*Less than 1%
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Beneficial
ownership is determined in accordance with Rule 13d-3(a) of the Exchange Act and generally
includes voting or investment power with respect to securities. In determining beneficial
ownership of our Common Stock, the number of shares shown includes shares which the beneficial
owner may acquire upon exercise of debentures, warrants and options which may be acquired
within 60 days. In determining the percent of Common Stock owned by a person or entity
on February 10, 2021, (a) the numerator is the number of shares of the class beneficially
owned by such person or entity, including shares which the beneficial ownership may acquire
within 60 days of the conversion of debentures, warrants and options; and (b) the denominator
is the sum of (i) the total shares of that class outstanding on February 10, 2021
(35,603,682 shares of Common Stock) and (ii) the total number of shares that the
beneficial owner may acquire upon exercise of warrants and options. Unless otherwise
stated, each beneficial owner has sole power to vote and dispose of its shares. The address
of each of the holders is 25 Branca Road, East Rutherford, NJ 07073.
|
|
|
|
|
|
|
(2)
|
Figures
may not add up due to rounding of percentages.
|
|
|
|
|
|
|
(3)
|
The
amount includes 6,170,356 shares held jointly with Ms. Marion F. Wolf and 482,455 shares held directly by Mr. Wolf. Ms. Wolf
is the wife of Mr. Carl Wolf. Mr. Wolf maintains full voting control of such shares. Share total also includes 774,075 shares
issuable on the exercise of Warrants.
|
|
|
(4)
|
5,253,675
of the shares are held jointly with Ms. Karen Wolf and 228,098 shares are held by Mr. Brown. Ms. Wolf is the wife of Mr. Matthew
Brown. Mr. Brown maintains full voting control of such shares. Share total includes 107,408 shares issuable on the exercise
of Warrants.
|
|
|
|
|
|
|
(5)
|
Includes
portion of 22,500 stock options which are currently exercisable.
|
|
|
|
|
|
|
(6)
|
This
amount includes 130,397 shares held by Steven Burns, 10,000 shares held by Milvia Burns, Mr. Burns’ wife and 1,136,839
shares held by Point Prospect, Inc., a corporation which is wholly-owned by Steven Burns. Share total also includes 107,407
shares issuable on the exercise of Warrants and options to purchase 125,000 shares of common stock.
|
|
|
|
|
|
|
(7)
|
This
amount includes 126,938 shares directly held by Alfred D’Agostino, 635,156 shares held by Alfred D’Agostino Revocable
Living Trust 11/6/2009, of which Alfred D’Agostino is the beneficial owner. Share total also includes 107,407 shares
issuable on the exercise of Warrants and an option to purchase 125,000 shares of common stock.
|
|
|
|
|
|
|
(8)
|
This
amount includes 679,443 held by Thomas Toto and 66,667 held by Thomas and Andrea Toto, for which Thomas Toto is the beneficial
owner. Share total also includes 33,333 shares issuable on the exercise of Warrants and an option to purchase 125,000 shares
of common stock.
|
|
|
|
|
|
|
(9)
|
This
amount includes 201,035 shares held by Dean Janeway and 15,894 owned by Mary Janeway & Dean Janeway Jt Ten. Share total
also includes 107,407 shares issuable on the exercise of Warrants and an option to purchase 125,000 shares of common stock.
|
TRANSACTIONS
WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS AND DIRECTOR INDEPENDENCE
Meatball
Obsession, LLC
A
current director of the Company is the chairman of the board and shareholder of Meatball Obsession LLC (“MO”).
For
the years ended January 31, 2020 and 2019, the Company generated $53,984 and $106,596 in revenues from MO, respectively.
As
of January 31, 2020 and January 31, 2019, the Company had a receivable of $1,604 and $57,374 due from MO, respectively.
WWS,
Inc.
A
current director of the Company is the president of WWS, Inc.
For
the years ended January 31, 2020 and 2019, the Company recorded $48,000 and $48,000 in commission expense from WWS, Inc. generated
sales, respectively.
Notes
Payable – Related Party
During
the year ended January 31, 2016, the Company received aggregate proceeds of $125,000 from notes payable with the CEO of the Company.
The notes bear interest at a rate of 4% per annum and matured on December 31, 2016. The notes were subsequently extended until
January 2024. As of January 31, 2020 and 2019, the outstanding principal balance of the notes was $109,844.
The
Company received advances from the CEO of the Company which bear interest at 8%. The advances are due on January 2024. At January
31, 2020 and 2019, there was $400,000 of principal outstanding.
The
Company received advances from an entity 100% owned by the CEO of the Company, which bear interest at 8%. The advances are due
on January 2024. At January 31, 2020 and 2019, there was $132,000 of principal outstanding, respectively.
For
the years ended January 31, 2020 and 2019, the Company recorded interest expense of $44,131 and $45,150, respectively, related
to the above related party notes payable. As of January 31, 2020 and 2019, there was $2,863 and $48,141 of accrued interest on
the above related party notes, respectively.
Director
Independence
As
of February 10, 2021, of our six (6) directors, Tom Toto, Alfred D’Agostino and Dean Janeway are considered “independent”
in accordance with Rule 4200(a)(15) of the NASDAQ Marketplace Rules. The remaining three (3) directors are not considered “independent”.
Therefore, fifty percent (50%) of the board is independent.
EXPERTS
Our
financial statements for the fiscal years ended January 31, 2020 and January 31, 2019 along with the related consolidated statements
of operations, stockholders’ equity and cash flows in this prospectus have been audited by Rosenberg Rich Baker Berman,
P.A. of Somerset, New Jersey, independent registered public accounting firm, to the extent and for the periods set forth in their
report, and are set forth in this prospectus in reliance upon such report given upon the authority of them as experts in auditing
and accounting.
WHERE
YOU CAN FIND MORE INFORMATION
Our
filings are available to the public at the SEC’s web site at www.sec.gov. You may also read and copy any document with the
SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Further information on the Public Reference
Room may be obtained by calling the SEC at 1-800-SEC-0330.
We
have filed a registration statement on Form S-1 with the SEC under the Securities Act for the common stock offered by this prospectus.
This prospectus does not contain all of the information set forth in the registration statement, certain parts of which have been
omitted in accordance with the rules and regulations of the SEC. For further information, reference is made to the registration
statement and its exhibits. Whenever we make references in this prospectus to any of our contracts, agreements or other documents,
the references are not necessarily complete and you should refer to the exhibits attached to the registration statement for the
copies of the actual contract, agreement or other document.
The
SEC allows the Company to “incorporate by reference” information into this Prospectus. This means that Stem can disclose
important information to you by referring you to another document filed separately with the SEC. The information incorporated
by reference is considered to be a part of this Prospectus and later information that the Company files with the SEC will automatically
update and supersede the information included in this Prospectus. This document incorporates by reference the documents that are
listed below that the Company has previously filed with the SEC, except to the extent that any information contained in such filings
is deemed “furnished” in connection with SEC rules.
|
|
●
|
The
Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2020, filed with the SEC on April 23, 2020
and the Company’s Quarterly Reports on Form 10-Q filed on June 15, 2021, September 14, 2021 and December 14, 2021, respectively.
|
|
|
|
|
|
|
●
|
The
Company’s Current Reports on Form 8-K, filed with the SEC on May 7, 2021 and June 17, 2021.
|
Notwithstanding
the statements in the preceding paragraphs, no document, report or exhibit (or portion of any of the foregoing) or any other information
that Stem has “furnished” to but not “filed” with the SEC pursuant to the Exchange Act shall be incorporated
by reference in this Prospectus.
The
Company also incorporates by reference any documents that it may subsequently file with the SEC pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act (i) after the date of this Prospectus and prior to the date of the Special Meeting or (ii) after
the date of the initial registration statement and prior to the effectiveness of the registration statement, other than the portions
of such documents not deemed to be filed.
Any
statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference in this Prospectus
is deemed to be modified or superseded to the extent that a statement contained herein or in any subsequently filed document that
also is, or is deemed to be, incorporated by reference herein modified or superseded such statement. Any statement so modified
or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.
The
Company has supplied all the information contained in or incorporated by reference into this Prospectus relating to the Company.
You
can obtain any of the documents incorporated by reference into this Prospectus from the Company or from the SEC through the SEC’s
website at www.sec.gov. Documents incorporated by reference are available from the Company without charge, excluding any
exhibits to those documents, unless the exhibit is specifically incorporated by reference as an exhibit into this Prospectus.
You may request a copy of such documents by contacting the Company in writing or by telephone to the Company at the following
addresses:
MamaMancini’s
Holdings, Inc.
25
Branca Road
East
Rutherford, NJ 07073
(201)
531-1212
INCORPORATION
OF CERTAIN MATERIAL BY REFERENCE
See
“Where You Can Find More Information”, above.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
The
Securities and Exchange Commission’s Policy on Indemnification
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the company pursuant to any provisions contained in its Articles of Incorporation, Bylaws, or otherwise, the registrant
has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the opinion of registrant’s legal counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether indemnification
is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
FINANCIAL
STATEMENTS
The
SEC allows the Company to incorporate certain information into this document by reference to other information that has been filed
with the SEC. The information incorporated by reference is deemed to be part of this document, except for any information that
is superseded by information in this document or by more recent information incorporated by reference into this document. The
documents that are incorporated by reference contain important information about the companies, and you should read this document
together with any other documents incorporated by reference in this document.
This
document incorporates by reference the following documents that have previously been filed with the SEC by the Company:
|
|
●
|
The
Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2020, filed with the SEC on April 23, 2020
and the Company’s Quarterly Reports on Form 10-Q filed on June 15, 2021, September 14, 2021 and December 14, 2021, respectively.
|
|
|
|
|
|
|
●
|
The
Company’s Current Reports on Form 8-K, filed with the SEC on May 7, 2021 and June 17, 2021.
|
In
addition, the Company is incorporating by reference (i) any documents they may file under Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act on or after the date of the initial registration statement on Form S-4 filed by Stem on December 28, 2020.
You
may request copies of this Prospectus and any of the documents incorporated by reference herein or certain other information concerning
the Company, without charge, upon written or oral request to the Company’s principal executive offices. The respective addresses
and phone numbers of such principal executive offices are included in this Prospectus.
This prospectus is part of
a registration statement we filed with the SEC. You should rely only on the information or representations provided in or incorporated
by reference into this prospectus. We have not authorized anyone else to provide you with different information. You should not
assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of
those documents.
No dealer, salesperson or any
other person has been authorized to give any information or to make any representations other than those contained in or incorporated
by reference in this prospectus in connection with the offer made by this prospectus, and, if given or made, such information
or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell,
or a solicitation of an offer to buy any security other than the securities offered hereby, nor does it constitute an offer to
sell or a solicitation of any offer to buy any of the shares offered by anyone in any jurisdiction in which such offer or solicitation
is not authorized, or in which the person making such offer or solicitation is not qualified to do so, or to any person to whom
it is unlawful to make such offer or solicitation.
Neither the delivery of this
prospectus nor any sale made hereunder shall, under any circumstances, create any implication that the information contained herein
is correct as of any time subsequent to the date hereof.
The date
of this prospectus is February 18, 2021.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution
Although
we will receive no proceeds from the sale of shares pursuant to this prospectus, we have agreed to bear the costs and expenses
of the registration of the shares. Our expenses in connection with the issuance and distribution of the securities being registered
are estimated as follows:
|
Nature
of expense
|
|
Amount
|
|
|
SEC Registration fee
|
|
$
|
1,179.26
|
|
|
Accounting fees and expenses
|
|
$
|
5,000.00
|
|
|
Legal fees and expenses
|
|
$
|
5,000.00
|
|
|
Printing expenses
|
|
$
|
3,000.00
|
|
|
Miscellaneous
|
|
$
|
1,000.00
|
|
|
|
|
|
|
|
|
TOTAL
|
|
$
|
15,179.26
|
|
All
amounts are estimates other than the Securities and Exchange Commission’s registration fee. We are paying all expenses of
the offering listed above through advances to the Company by the Company’s founding shareholders. No portion of these expenses
will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling
their common stock, including any brokerage commissions or costs of sale.
Item
14. Indemnification of Directors and Officers
Pursuant
to our Certificate of Incorporation and By-Laws, we may indemnify an officer or director who is made a party to any proceeding,
including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best
interest. In certain cases, we may advance expenses incurred in defending any such proceeding. To the extent that the officer
or director is successful on the merits in any such proceeding as to which such person is to be indemnified, we must indemnify
him against all expenses incurred, including attorney’s fees. With respect to a derivative action, indemnity may be made
only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable,
only by a court order. The prior discussion of indemnification in this paragraph is intended to be to the fullest extent permitted
by the laws of the State of Nevada.
Indemnification
for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors or officers pursuant to the
foregoing provisions. However, we are informed that, in the opinion of the Commission, such indemnification is against public
policy, as expressed in the Act and is, therefore, unenforceable.
Item
15. Recent Sales of Unregistered Securities
During the period between February 1, 2020
and December 10, 2020, the Company had the following transactions in its common stock:
On May 11, 2020, Spartan Capital Securities,
LLC did a cashless exercise of an aggregate of 80,000 warrants to purchase common shares at a price of $1.00 per share. Given
a $1.85 per share price at the date of exercise, the exercise netted Spartan 36,757 shares. The Company did not receive any proceeds
on the exercise of these warrants.
In
June 2020, two employees exercised a total of 12,000 options at an exercise price of $0.60 for aggregate proceeds of $7,200.
During the period from May 2020 through
December 14, 2020, warrant holders exercised 2,933,398 warrants at $1.00 per share into 2,933,398 shares of common stock. The
Company received aggregate proceeds of $2,933,398 upon exercise. In addition, during the period from October 2020 through December
14, 2020, warrant holders exercised 618,335 warrants at $1.50 per share into 618,335 shares of common stock. The Company received
aggregate proceeds of $927,502 upon exercise.
The
securities issued in the abovementioned transactions were issued in connection with private placements exempt from the registration
requirements of Section 5 of the Securities Act of 1933, as amended, pursuant to the terms of Section 4(2) of that Act and Rule
506 of Regulation D.
Item
16. Exhibits
Item
17. Undertakings
The
undersigned registrant hereby undertakes:
To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
|
i.
|
To
include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
|
|
|
ii.
|
To
reflect in the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement.
|
|
|
iii.
|
To
include any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such information in
the registration statement; Provided however, that:
|
A.
Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement; and
|
|
B.
|
Paragraphs
(a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration
statement is on Form S-3 or Form F-3 and the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed with or furnished
to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration statement,
or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of
the registration statement.
|
|
|
2.
|
That,
for the purpose of determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
|
|
|
3.
|
To
remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
|
|
|
4.
|
If
the registrant is a foreign private issuer, to file a post-effective amendment to the
registration statement to include any financial statements required by Item 8.A. of Form
20-F at the start of any delayed offering or throughout a continuous offering. Financial
statements and information otherwise required by Section 10(a)(3) of the Act need not
be furnished, provided that the registrant includes in the prospectus, by means
of a post-effective amendment, financial statements required pursuant to this paragraph
(a)(4) and other information necessary to ensure that all other information in the prospectus
is at least as current as the date of those financial statements. Notwithstanding the
foregoing, with respect to registration statements on Form F-3, a post-effective amendment
need not be filed to include financial statements and information required by Section
10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements and information
are contained in periodic reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Form F-3.
|
|
|
5.
|
That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
|
|
|
i.
|
If
the registrant is relying on Rule 430B:
|
|
|
A.
|
Each
prospectus filed by the registrant pursuant to Rule 424(b)(3)shall be deemed to be part
of the registration statement as of the date the filed prospectus was deemed part of
and included in the registration statement; and
|
|
|
B.
|
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part
of a registration statement in reliance on Rule 430B relating to an offering made pursuant
to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required
by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included
in the registration statement as of the earlier of the date such form of prospectus is
first used after effectiveness or the date of the first contract of sale of securities
in the offering described in the prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration statement relating to
the securities in the registration statement to which that prospectus relates, and the
offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof. Provided, however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made in a document incorporated
or deemed incorporated by reference into the registration statement or prospectus that
is part of the registration statement will, as to a purchaser with a time of contract
of sale prior to such effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such effective date; or
|
|
|
ii.
|
If
the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b)
as part of a registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on Rule
430A, shall be deemed to be part of and included in the registration statement as of
the date it is first used after effectiveness. Provided, however, that no statement made
in a registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser
with a time of contract of sale prior to such first use, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date of first use.
|
|
|
6.
|
That,
for the purpose of determining liability of the registrant under the Securities Act of
1933 to any purchaser in the initial distribution of the securities: The undersigned
registrant undertakes that in a primary offering of securities of the undersigned registrant
pursuant to this registration statement, regardless of the underwriting method used to
sell the securities to the purchaser, if the securities are offered or sold to such purchaser
by means of any of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such securities to such
purchaser:
|
|
|
i.
|
Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering
required to be filed pursuant to Rule 424;
|
|
|
ii.
|
Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned
registrant or used or referred to by the undersigned registrant;
|
|
|
iii.
|
The
portion of any other free writing prospectus relating to the offering containing material
information about the undersigned registrant or its securities provided by or on behalf
of the undersigned registrant; and
|
|
|
iv.
|
Any
other communication that is an offer in the offering made by the undersigned registrant
to the purchaser.
|
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of East Rutherford in the State of New Jersey on the 18th
day of February, 2021.
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MamaMancini’s
Holdings, Inc.
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(Registrant)
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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, Chairman of the Board of Directors
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Date
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February
18, 2021
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By:
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/s/
Lawrence Morgenstein
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Lawrence
Morgenstein
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Chief
Financial Officer
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(Principal
Financial and Accounting Officer)
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Date
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February
18, 2021
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Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf
of the registrant and in the capacity and on the date indicated.
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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, Chairman of the Board of Directors
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Date
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February
18, 2021
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By:
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/s/
Matthew Brown
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Matthew
Brown
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President,
Director
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Date
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February
18, 2021
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By:
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/s/
Lawrence Morgenstein
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Lawrence
Morgenstein
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Chief
Financial Officer
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Date
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February
18, 2021
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By:
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/s/
Steven Burns
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Steven
Burns
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Executive
Vice President, Director
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Date
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February
18, 2021
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By:
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/s/
Alfred D’Agostino
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Alfred
D’Agostino
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Director
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Date
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February
18, 2021
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By:
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/s/
Tom Toto
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Tom
Toto
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Director
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Date
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February
18, 2021
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/s/
Dean Janeway
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Dean
Janeway
Director
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Date
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February
18, 2021
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EXHIBIT
LIST