Correspondence 0001493152-23-007800 from Mama's Creations, Inc. (MAMA) (CIK 0001520358) (MAMA)
Mama's Creations, Inc. (MAMA) (CIK 0001520358)
Date: March 15, 2023 · CIK: 0001520358 · Accession: 0001493152-23-007800
AI Filing Summary & Sentiment
File numbers found in text: 333-270087
Referenced dates: March 9, 2023
Letter
MamaMancini’s Holdings, Inc.
Branca Road
East Rutherford, NJ 07073
March 15, 2023
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporate Finance
F Street, N.E.
Washington, D.C. 20549
Attn: Office of Manufacturing
Re: MamaMancini’s Holdings, Inc.
Registration Statement on Form S-1
Filed: February 28, 2023
File No. 333-270087
Ladies and Gentlemen:
On behalf of the Company, we are responding to comments contained in the Staff letter, dated March 9, 2023 addressed to Anthony Gruber, the Company’s Chief Financial Officer, with respect to the Company’s filing of its Registration Statement on Form S-1.
The Company has replied below on a comment-by-comment basis, with each response following a repetition of the Staff’s comment to which it applies (the “Comments”). The responses to the Comments are numbered to relate to the corresponding Comments in your letter.
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.
COMPANY RESPONSE:
We have amended our executive and director compensation tables to reflect the fiscal year ended January 31, 2023.
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.
COMPANY RESPONSE:
We have included the full financial statements for the fiscal year ended January 31, 2022 and nine months ended October 31, 2023 in lieu of incorporating the same by reference.
We have also added certain information regarding an additional director (Shirley Romig) who was appointed by the board on March 9, 2023.
On behalf of the Company, we acknowledge that:
● should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
● the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
● the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Very
truly yours,
MAMAMANCINI’S
HOLDINGS, INC.
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filename1.htm
MamaMancini’s
Holdings, Inc.
25
Branca Road
East
Rutherford, NJ 07073
March
15, 2023
VIA
EDGAR
United
States Securities and Exchange Commission
Division
of Corporate Finance
100
F Street, N.E.
Washington,
D.C. 20549
Attn:
Office of Manufacturing
Re:
MamaMancini’s Holdings, Inc.
Registration
Statement on Form S-1
Filed:
February 28, 2023
File
No. 333-270087
Ladies
and Gentlemen:
On
behalf of the Company, we are responding to comments contained in the Staff letter, dated March 9, 2023 addressed to Anthony Gruber,
the Company’s Chief Financial Officer, with respect to the Company’s filing of its Registration Statement on Form S-1.
The
Company has replied below on a comment-by-comment basis, with each response following a repetition of the Staff’s comment to which
it applies (the “Comments”). The responses to the Comments are numbered to relate to the corresponding Comments in your letter.
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.
COMPANY
RESPONSE:
We
have amended our executive and director compensation tables to reflect the fiscal year ended January 31, 2023.
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.
COMPANY
RESPONSE:
We
have included the full financial statements for the fiscal year ended January 31, 2022 and nine months ended October 31, 2023 in lieu
of incorporating the same by reference.
We
have also added certain information regarding an additional director (Shirley Romig) who was appointed by the board on March 9, 2023.
On
behalf of the Company, we acknowledge that:
●
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the filing;
●
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
●
the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.
Very
truly yours,
MAMAMANCINI’S
HOLDINGS, INC.
By:
/s/
Anthony Gruber
Anthony
Gruber
Chief
Financial Officer
cc:
Robert L. B. Diener, Esq.