UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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TABLE OF CONTENTS
SECTION 1 - REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement.
On December 23, 2021, MamaMancini’s Holdings, Inc. (“Company”) announced the signing of definitive agreements (the “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. The Closing of these transactions occurred and the transactions were completed on December 29, 2021.
MamaMancini’s 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 four-year note to the principals of T&L. The cash payment was chiefly funded through the MamaMancini’s cash on hand and a $7.5 million long-term acquisition note from M&T Bank. Anthony Morello, Jr. will remain as CEO of T&L Acquisition Corp, the wholly-owned subsidiary of the Company which acquired T&L and OB.
The foregoing description of the Agreements is not complete and is qualified in its entirety by reference to the text of such documents, which are filed as Exhibits 2.1 and 2.2 hereto and which are incorporated herein by reference.
SECTION 2 - FINANCIAL INFORMATION
Item 2.01 Completion of Acquisition or Disposition of Assets
The disclosures set forth in Item 1.01 above are incorporated by reference into this Item 2.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On 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 December 29, 2026. Interest is payable the unpaid Principal Amount of the Note 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 SOFR. 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.
All of the proceeds of the Loan will be utilized to partially fund the acquisition of T&L and OB.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities and 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. | ||
| By: | /s/ Carl Wolf | |
| Name: | Carl Wolf | |
| Title: | Chief Executive Officer | |
Dated: December 30, 2021