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): December 23, 2021
MamaMancini’s Holdings, Inc.
(Exact name of registrant as specified in its charter)
Nevada | 000-54954 | 27-0607116 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common stock, $0.00001 par value per share | MMMB | NASDAQ |
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 December 30, 2021, on December 29, 2021, MamaMancini’s Holdings, Inc. (the “Company”) closed the acquisition of T&L Creative Salads, Inc. and Olive Branch LLC (the “Acquisitions”) that was the subject of those certain Asset Purchase Agreements and Plan of Merger (the “APA’s”) with T&L Creative Salads, Inc. and Olive Branch LLC dated December 23, 2021. At closing, in accordance with the APA’s, T&L Creative Salads, Inc. and Olive Branch LLC were acquired by a newly-formed wholly-owned subsidiary of the Company, T&L Acquisition Corp, a Nevada corporation. As a result of the Merger, T&L Creative Salads, Inc. and Olive Branch LLC became wholly-owned subsidiaries of the Company.
The purpose of this amended filing is to enclose the audited financial statements of T&L Creative Salads, Inc. and Olive Branch LLC for the years ended December 31, 2020 and 2019, the unaudited financial statements for T&L Creative Salads, Inc. and Olive Branch LLC for the periods ended September 30, 2021 and 2020, and pro forma financial statements, as required.
Exhibits
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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: March 14, 2022 | By: | /s/ Carl Wolf |
Carl Wolf | ||
Chief Executive Officer (Principal Executive Officer) |
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