UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 21, 2023, MamaMancini’s Holdings, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Lake Street Capital Markets, LLC (the “Underwriter”) and the selling stockholders named therein (collectively, the “Selling Stockholders”), relating to the public offering (the “Offering”) of 6,281,085 shares (the “Firm Shares”) of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), by the Selling Stockholders at a public offering price of $2.50 per share of Common Stock. In addition, the Selling Stockholders granted the Underwriter a 30-day over-allotment option to purchase up to 942,163 additional shares of Common Stock (the “Option Shares” and, together with the Firm Shares, the “Shares”) at the public offering price, less underwriting discounts and commissions (the “Over-Allotment Option”). The Offering, including the full exercise of the Over-Allotment Option, closed on June 26, 2023.
The Company did not sell any shares in the Offering. The Selling Stockholders received all net proceeds from the sale of the Shares pursuant to the Underwriting Agreement. The Company did not receive any of the proceeds from the sale of the Shares by the Selling Stockholders. The Selling Stockholders will bear the costs associated with the sale of such shares, including underwriting discounts and commissions.
The Offering was made pursuant to the a registration statement on Form S-3 (File No. 333-272398), which was filed with the Securities and Exchange Commission (the “SEC”) on June 2, 2023 and declared effective by the SEC on June 12, 2023, and related preliminary prospectus supplement filed with the SEC on June 21, 2023. Copies of the final prospectus supplement and the accompanying prospectus relating to the Offering may be obtained, when available, from Lake Street Capital Markets, LLC, Attention: Syndicate Department, 920 Second Avenue South, Suite 700, Minneapolis, Minnesota 55402, or by calling (612) 326-1305, or by emailing syndicate@lakestreetcm.com; or at the SEC’s website at www.sec.gov.
The Underwriting Agreement contains customary representations, warranties and covenants of the Company and the Selling Stockholders, indemnification rights and obligations of the parties and termination provisions. Pursuant to the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain specified types of liabilities, including liabilities under the Securities Act of 1933, as amended, to contribute to payments the Underwriters may be required to make in respect of these liabilities and to reimburse the Underwriters for certain expenses. The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 8.01 | Other Events. |
On June 22, 2023, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On June 22, 2023, the Underwriter fully exercised the Over-Allotment Option. The Offering, including the full exercise of the Over-Allotment Option, closed on June 26, 2023.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement dated June 21, 2023 by and among MamaMancini’s Holdings, Inc., Lake Street Capital Markets, LLC, and the Selling Stockholders named therein. | |
| 99.1 | Press Release, dated June 22, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MAMAMANCINI’S HOLDINGS, INC. | ||
| Date: June 28, 2023 | By: | /s/ Adam L. Michaels |
| Name: | Adam L. Michaels | |
| Title: | Chief Executive Officer | |