Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
During
the three months ended April 30, 2023, the Company had no sales of unregistered securities.
Item
3. Defaults upon Senior Securities.
There
has been no material default in payment of principal, interest, sinking or purchase fund installment, or any other material default,
with respect to any indebtedness of the Company.
Item
4. Mine Safety Disclosures.
Not
applicable.
13
Item
6. Exhibits.
Exhibit
No.
Description
3.1
Articles of Incorporation of MamaMancini’s Holdings, Inc. (incorporated by reference from Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed on May 24, 2011).
3.2
Certificate of Amendment to Certificate of Incorporation of MamaMancini’s Holdings, Inc. (incorporated by reference from Exhibit 3.4 to the Company’s Current Report on Form 8-K filed on March 8, 2013).
3.3
Second Amended and Restated Series A Convertible Preferred Stock Certificate of Designation (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 10, 2015).
3.4
Series B Preferred Stock Certificate of Designation (incorporated by reference from Exhibit 3.4 to the Company’s Registration Statement on Form S-3 filed on June 2, 2023).
3.5
Amended and Restated Bylaws of MamaMancini’s Holdings, Inc. (incorporated by reference from Exhibit 3.5 to the Company’s Registration Statement on Form S-3 filed on June 2, 2023).
4.1
Form of Warrant to Purchase Common Stock to Placement Agent in Series B Financing (incorporated by reference from Exhibit 4.1 to the Company’s Quarterly Report on From 10-Q filed on June 13, 2023).
10.1
Amended and Restated Revolving Line Note with M&T Bank, dated as of October 26, 2022 (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on From 10-Q filed on June 13, 2023).
10.2
Employment Agreement dated June 21, 2022 by and between the Company and Adam L. Michaels (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on From 10-Q filed on June 13, 2023).
10.3
Employment Agreement dated September 19, 2022 by and between the Company and Anthony Gruber (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on From 10-Q filed on June 13, 2023).
31.1
Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*
31.2
Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*
32.1
Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2
Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS
Inline
XBRL Instance Document**
101.SCH
Inline
XBRL Taxonomy Extension Schema Document**
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB
Inline
XBRL Taxonomy Extension Label Linkbase Document**
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document**
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
*
Filed herewith.
**
Furnished herewith.
14
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
MAMAMANCINI’S
HOLDINGS, INC.
Date:
June 21, 2023
By:
/s/
Adam L. Michaels
Name:
Adam
L. Michaels
Title:
Chief
Executive Officer
(Principal
Executive Officer)
By:
/s/
Anthony Gruber
Name:
Anthony
Gruber
Title:
Chief
Financial Officer (Principal Financial Officer)
15
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.