SEC Comment Letter 0000000000-23-002306 to Mama's Creations, Inc. (MAMA) (CIK 0001520358) (MAMA)
Mama's Creations, Inc. (MAMA) (CIK 0001520358)
Date: March 9, 2023 · CIK: 0001520358 · Accession: 0000000000-23-002306
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File numbers found in text: 333-270087
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United States securities and exchange commission logo
March 9, 2023
Anthony Gruber
Chief Financial Officer
MamaMancini's Holdings, Inc.
25 Branca Road
East Rutherford, NJ 07073
Re:MamaMancini's Holdings, Inc.
Registration Statement on Form S-1
Filed February 28, 2023
File No. 333-270087
Dear Anthony Gruber:
We have limited our review of your registration statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed February 28, 2023
Executive Compensation, page 48
1.Please update your executive and director compensation tables for fiscal year ended
January 31, 2023.
FirstName LastNameAnthony Gruber
Comapany NameMamaMancini's Holdings, Inc.
March 9, 2023 Page 2
FirstName LastName
Anthony Gruber
MamaMancini's Holdings, Inc.
March 9, 2023
Page 2
General
2.We note you have incorporated by reference certain prior filings and all filings made
under Section 13(a), 13(c), 14, or 15(d) of the Exchange Act made on or after the date of
the registration statement. Because you have not yet filed your Form 10-K for your most
recently completed fiscal year, the fiscal-year ended January 31, 2023, it therefore appears
you have not satisfied the requirements of paragraph C of Instruction VII to Form S-1.
Please provide your analysis demonstrating that you are eligible to use incorporation by
reference. Otherwise, please revise to include directly in your document all disclosure
required by Form S-1.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Erin Donahue at 202-551-6063 or Geoffrey Kruczek at 202-551-3641 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Robert Diener