UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 29, 2015
MAMAMANCINI’S HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-28629 | 27-067116 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
25
Branca Road
East
Rutherford, NJ 07073
(Address of Principal Executive Offices)
(201) 531-1212
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
On October 29, 2015, MamaMancini’s Holdings, Inc. (the “Company”), Manatuck Hill Partners, LLC and Manatuck Hill Scout Fund LP (together, “Manatuck”) entered into a letter agreement (the “Manatuck Letter Agreement”) whereby the Company and Manatuck agreed to further extend the maturity date of the convertible redeemable debenture originally issued in favor of Manatuck on December 19, 2014 (as previously amended on April 9, 2015, the “Manatuck Debenture”) to December 19, 2016 (the “Maturity Date Extension”). In connection with the Maturity Date Extension, Manatuck agreed to forego an interest payment of $220,000, originally due on December 19, 2015, and such amount shall be added to the principal balance of the Manatuck Debenture. Among other consideration for the Maturity Date Extension, the Company agreed to (i) purchase 230,000 shares of the Company’s common stock currently owned by Manatuck for a purchase price of $0.65 per share, which shall be added to the principal balance of the Manatuck Debenture; and (ii) pay Manatuck an amendment fee of $170,500, which shall be added to the principal balance of the Manatuck Debenture.
The above descriptions of the Manatuck Debenture and the Manatuck Letter Agreement do not purport to be complete and are qualified in their entirety by the full text of the documents, filed herewith as Exhibits 10.1 and 10.2, respectively.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |
| 10.1 | Convertible Redeemable Debenture issued in favor of Manatuck Hill Partners, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on December 22, 2014). | |
| 10.2 | Letter Agreement dated October 29, 2015 by and between the Company and Manatuck Hill Partners, LLC. | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MamaMancini’s Holdings, Inc. | ||
| Date: November 3, 2015 | By: | /s/ Carl Wolf |
| Name: | Carl Wolf | |
| Title: | Chief Executive Officer | |
MamaMancini’s Holdings, Inc.
25 Branca Road
East Rutherford, NJ
October 29, 2015
Manatuck Hill Partners LLC
1465 Post Road
East Westport, CT 06880
Ladies and Gentlemen:
Reference is made to that certain Securities Purchase Agreement, dated December 19, 2014 (as amended, the “Purchase Agreement”), by and between MamaMancini’s Holdings, Inc., a corporation incorporated under the laws of the State of Nevada (the “Company”), and Manatuck Hill Partners, LLC, a limited liability company organized and existing under the laws of the State of Delaware (“Manatuck Hill”), pursuant to which that certain Convertible, Redeemable Debenture, dated December 19, 2014 (as amended, the “Debenture”), was issued by the Company in favor of Manatuck Hill Scout Fund, LP, a limited partnership organized and existing under the laws of the State of Delaware (and together with Manatuck Hill, “Manatuck”), in the principal amount of Two Million United States Dollars (US$2,000,000). All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Purchase Agreement.
We hereby propose that, effective immediately, the Debenture shall be amended as follows:
| 1. | The definition of “Maturity Date” shall mean “December 19, 2016”; and | |
| 2. | The interest payment of Two Hundred Eighty Thousand United States Dollars (US$280,000) which is due on December 19, 2015 shall be amended such that a payment of Sixty Thousand United States Dollars (US$60,000) shall be due and payable by the Company on November 19, 2015, which such payment shall be applied to interest, and the remaining Two Hundred Twenty Thousand United States Dollars (US$220,000), which would otherwise be due and payable on December 19, 2015, shall instead be added to the principal balance of the Debenture and due on the Maturity Date. |
In consideration of the foregoing, effective immediately, the Company hereby agrees as follows:
| 1. | Two Hundred Thirty Thousand (230,000) shares of the Company’s common stock which are current owned by Manatuck Hill shall be immediately purchased by the Company for the purchase price of $0.65 per share, for an aggregate purchase price of One Hundred Forty Nine Thousand Five Hundred United States Dollars (US$149,500), which such amount shall be immediately added to the principal balance of the Debenture and due on the Maturity Date. | |
| 2. | An amendment fee of One Hundred Seventy Thousand Five Hundred United States Dollars (US$170,500) shall be paid by the Company to Manatuck Hill in consideration of the amendment granted hereby, which such amount shall be immediately added to the principal balance of the Debenture and due on the Maturity Date. |
The Company and Manatuck hereby acknowledged and agree that, following the execution hereof and in consideration of the foregoing, the total aggregate principal balance of the Debenture shall be Two Million Five Hundred Forty Thousand United States Dollars (US$2,540,000). The amended Debenture shall accrue interest at a 14.0% rate upon signing of this agreement.
Except as hereby or heretofore amended or supplemented, the Purchase Agreement and the Debenture shall remain in full force and effect in accordance with its original terms and conditions.
If the foregoing correctly sets forth your and our understanding, please execute the enclosed copy of this letter in the spaces provided below and return such fully executed copy to the undersigned as soon as possible.
This amendment letter may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument. An executed facsimile, “pdf” or similar signed copy of this amendment letter shall be deemed to be a valid and binding agreement between the parties hereto.
[signature page follows]
| Very truly yours, | ||
| MAMAMANCINI’S HOLDINGS, INC. | ||
| By: | ||
| Name: | Carl Wolf | |
| Title: | Chief Executive Officer | |
| CONSENTED AND AGREED: | ||
| MANATUCK HILL PARTNERS, LLC | ||
| By: | ||
| Name: | ||
| Title: | ||
| MANATUCK HILL SCOUT FUND, LP | ||
| By: | ||
| Name: | ||
| Title: | ||