UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
(Amendment No. 1)
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 1, 2017
MamaMancini’s Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 000-54954 | 27-067116 | ||
| (State or other | (Commission | (I.R.S. Employer | ||
| jurisdiction of incorporation) | File Number) | Identification No.) |
25 Branca Road
East Rutherford, NJ 07073
(Address of principal executive offices) (zip code)
(201) 531-1212
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
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)) |
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
As reported on our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 2, 2017, on November 1, 2017, MamaMancini’s Holdings, Inc. (the “Company”) closed the merger transaction (the “Merger”) that was the subject of that certain Agreement and Plan of Merger (the “Merger Agreement”) with Joseph Epstein Food Enterprises, Inc., a New Jersey corporation (“JEFE”) dated November 1, 2017. At closing, in accordance with the Merger Agreement, JEFE merged with and into MMMB Acquisition, Inc., a Nevada corporation (“Merger Sub”), a wholly-owned subsidiary of MamaMancini’s Holdings, Inc. (the “Merger”), with JEFE being the surviving corporation. As a result of the Merger, JEFE became a wholly-owned subsidiary of the Company.
The purpose of this amended filing is to enclose the audited financial statements of JEFE for the years ended December 31, 2016 and 2015, the unaudited financial statements for JEFE for the ten months ended October 31, 2017, and pro forma financial statements, as required.
Exhibits
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities 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. | ||
| a Nevada corporation | ||
| Date: January 26, 2018 | By: | /s/ Carl Wolf |
| Carl Wolf | ||
| Chief
Executive Officer (Principal Executive Officer) | ||
| 3 |