What changed in this filing

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Item 1. Business

2022-05-27 compared with 2021-04-21 · 163 added, 142 removed, 193 unchanged (61% of the section changed)

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

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.

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business opportunities.

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.

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 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.

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,

(“MamaMancini’s”

or the “Company”) and under its new symbol, “MMMB”.

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

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”.

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

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No cash or stock was exchanged in connection with the transaction.

MamaMancini’s

roots go back to our founder Dan Dougherty, whose grandmother Anna “Mama”

Mancini emigrated from Bari, Italy to Bay Ridge,

December 23, 2021, the Company announced the signing of definitive agreements for two acquisitions – T&L Creative Salads, Inc.

(“T&L”) and Olive Branch, LLC (“OB”), which are related gourmet food manufacturers based in New York.

Closing of these transactions occurred and the transactions were completed on December 29, 2021.

The Company acquired T&L and OB

for a combined purchase price of $14.0 million, including $11 million in cash at closing and $3 million in a promissory note.

The promissory note requires annual principal payments of $750,000 payable on each anniversary of the closing, together with accrued

interest at a rate of three and one-half (3.5%) per annum.

The maker of the Note is T&L Acquisition Corp, a wholly-owned subsidiary

of the Company, and it is guaranteed by the Company.

The maker has a right of set-off against the balance due for any matters which are

the subject of an indemnification under the transaction agreements.

The cash payment was funded through cash on hand and a $7.5 million acquisition loan from M&T Bank (see below).

Anthony Morello, Jr.

will remain as CEO of T&L Acquisition

December 29, 2021, the Company entered into a Multiple Disbursement Term Loan (“Loan”) with M&T Bank for the original

principal amount of $7,500,000 payable in monthly installments over a 60-month amortization period.

The Maturity Date of the Loan is

January 17, 2027.

Interest is payable the unpaid Principal Amount of the Loan at a variable rate per annum based on the

Company’s Senior Funded Debt/EBITDA Ratio (as defined in the Credit Agreement between Borrower and Bank) established with respect

to the Borrower as of the date of any advance under the Loan as follows:

if the Senior Funded Debt/EBITDA ratio is:

(i) greater than

2.00 but less than or equal to 2.50, 4.12 percentage point(s) above one-day (i.e., overnight) SOFR (as defined);

(ii) greater than 1.50

but less than or equal to 2.00, 3.62 percentage points above one-day SOFR;

or (iii) 1.50 or less, 3.12 percentage points above one-day

In all events set forth at subsections (i) through (iii) in the preceding sentence, if SOFR shall at any time be less than 0.25%,

one-day SOFR shall be deemed to be 0.25% and the foregoing margins shall be applied to the SOFR Index Floor.

of the proceeds of the Loan were utilized to fund the acquisition of T&L and OB.

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.

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Italian Sauce.

products are all natural, contain a minimum number of ingredients and are generally derived from the original recipes of Anna “Mama”

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.

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

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

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

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

the Company has recently commenced marketing of certain “meatless” versions of its product line under a Trademark Licensing

Agreement with Beyond Meat, Inc.

products are principally sold to supermarkets and mass-market retailers.

We currently have 29 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 currently have 29 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.

we also sell our products on QVC through live on-air offerings, auto ship programs and for everyday purchases on their web site.

is the world’s largest direct to consumer marketer.

the year ended January 31, 2021, the Company earned revenues from two customers representing approximately 41% and 13%

of gross sales.

During the year ended January 31, 2021, these two customers represented approximately 23% and 14%

of total gross outstanding receivables, respectively.

During the year ended January 31, 2020, the company earned revenues from three

customers representing approximately 46%, 11% and 10% of gross sales.

As of January 31, 2020, three customers represented approximately

34%, 16% and 8% of total gross outstanding receivables, respectively.

Company continually reviews its accounts in order to focus on maximum performance, and as a result periodically eliminates under-performing

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.

is the world’s largest direct to consumer marketer.

December 29, 2021 MamaMancini’s made two acquisitions which expand the company’s core product lines, and access to specific

T &L Creative Salads, Inc.

(“T&L”) and Olive Branch, LLC, are related premier gourmet food manufacturers

based in New York.

T&L offers a full line of foods for retail food chains and club stores, delis, bagel stores, caterers and provision

distributors.

T&L uses high-quality meats, seafood and vegetables, prepared to meet the standards set forth by the USDA and the FDA.

sales are spearheaded by a line of chicken products, including grilled and breaded chicken breasts, chicken strips as well as a kosher

T&L’s SQF level 2 state-of-the-art USDA facility in Farmingdale, New York has positioned it to expand its operations

nationally into MamaMancini’s network of retailers and Club Stores.

T&L actively sells its salads and prepared products to

over 250 delis, bagel shops, smaller retail accounts and food distributors in the New York metropolitan area, representing over 35% of

T&L’s current sales volume.

Branch started operations six years ago as a separate company to concentrate on selling olives, olive mixes, and savory products to a

limited number of large retail customers, primarily in pre-packaged containers.

Olive Branch products are manufactured at the same facility

as T&L in Farmingdale, NY.

products are considered specialty prepared foods, in that they are all natural, taste great, are authentic and are made with high quality

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.

believe that the following strengths differentiate our products and our brand:

recipes and great taste.

Our products are founded upon Anna “Mama”

Mancini’s old-world Italian recipes.

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.

Our MamaMancini’s 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.

and convenient.

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while maintaining our high standards for all natural, healthy ingredients and great taste.

FY22 introductions of Meal-For-One ready

to eat home meals and our Meatballs-in-a-Cup snack are examples of continued product innovation.

Our new lines of chicken cutlets,

breaded chicken products and gourmet pasta salads and savory olive products will be a natural extension to our national customers

and club stores.

Market Concentration.

Through the acquisition of T&L Creative Salads, MamaMancini’s

is deeply established in the New York-New Jersey-Connecticut tristate metro market with strong

new distribution to deli’s, independent end retailers, bagel shops and provision distributors.

MamaMancini’s products will fit well into the needs of this market extending our brand.

Customers/Management

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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.

addition, the other members of our board of directors also have significant experience in the food industry.

Growth Strategy

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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leading to more consumers purchasing our products and expanding our market share.

Sales in “Fresh”

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

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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and independent delicatessens.

through Acquisition.

We will continue to look for opportunities to acquire companies with complementary quality products which

can enhance our product line and customer diversification and be immediately accretive to earnings.

food brokerage network .

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Increase the visibility of Dan Dougherty (Mancini) in the media as a product spokesman.

Stores”.

The Company is aggressively pursuing sales to “Club Stores”.

Company is actively pursuing sales to Canada through a designated agent who is handling all necessary compliance issues.

acquisitions of complementary companies in the specialty food industry.

pricing strategy focuses on being competitively priced with other premium brands.

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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.

Increases in raw material costs, among other factors, may lead us to

consider price increases in the future.

Suppliers/Manufacturers

of January 31, 2021, approximately 70% of our products are internally produced by the Company’s wholly-owned subsidiary,

Joseph Epstein Food Enterprises, Inc (“JEFE”).

of January 31, 2022, approximately 90% of our products are internally produced by the Company’s wholly-owned subsidiaries, Joseph

Epstein Food Enterprises, Inc.

(“JEFE”), T&L Creative Salads, Inc.

(“T&L”) and Olive Branch, LLC

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.

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.

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

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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.

majority of our marketing activity has been generated through promotional discounts, consumer trial, consumer product tastings and demonstrations,

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retailers and consumer advertising.

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.

- Meatball Obsession

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, 2021 and 2020, 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.

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.

gourmet and specialty pre-packaged and frozen food industry has many large competitors specializing in various types of cuisine from

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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

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

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.

Quaker Maid, Hormel, Rosina Company, Inc., Casa Di Bertacchi, Inc., Farm Rich, Inc., Mama Lucia, Buona Vita, Inc., Taylor Farms, Kings

Command, DeLallo Foods, and Gourmet Boutique.

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”, “The Original Meatball in a Cup”, “The Meatball Lovers

Meatball”, “T&L Creative Salads” and “Olive Branch Savory Products”.

The recipes and use of the trademarks

have been assigned in perpetuity to the Company.

rely on a combination of trademark, copyright and trade secret laws to establish and protect our proprietary rights.

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technical measures to protect our proprietary rights.

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,

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,

Dougherty granted us a 50-year exclusive license (subject to certain minimum payments being made), with a 25-year extension option,

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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”).

and sale (each a “Licensor Product” and collectively the “Licensor Products”).

Dougherty shall work with

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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

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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.

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Under this program, the FDA

regulates manufacturing practices for foods through, among other things, its current “good manufacturing practices”

or GMP’s, and specifies the recipes for certain foods.

Specifically, the USDA defines “all natural”

as a product that

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 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.

FTC and other authorities regulate how we market and advertise our products, and we are currently in compliance with all regulations

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public may read and copy any materials the Company files with the U.S.

Securities and Exchange Commission (the “SEC”) at

the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549.

Securities and Exchange Commission (the “SEC”) at

the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549.

The public may obtain information on the operation of

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business