SEC Form 4 · accession 0001493152-15-002521

Mama's Creations, Inc. · MAMA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Chief Executive Officer · Director · 10% Owner

Period of report

Jun 12, 2015

Accepted (ET)

Jun 16, 2015 · 6:35 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001520358

Table I — non-derivative securities

No Table I lines on this filing.

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Convertible Debenture	$1.50	May 15, 2015	J	1	D	May 15, 2015	Jul 15, 2016	Common Stock	133,334	0	D
Series A Convertible Preferred Stock^F5	$1.25	Jun 12, 2015	J	2,000	A	Jun 12, 2015	—	Common Stock	160,000	2,000	D
Series A Convertible Preferred Stock^F5	$1.25	Jun 12, 2015	J	3,000	A	Jun 12, 2015	—	Common Stock	240,000	5,000	D
Series A Convertible Preferred Stock^F5	$1.25	Jun 12, 2015	P	1,000	A	Jun 12, 2015	—	Common Stock	80,000	6,000	D
Warrant^F4	$1.25	Jun 12, 2015	J	1	A	Jun 12, 2015	Jun 12, 2020	Common Stock	—	1	D
Warrant^F4	$1.25	Jun 12, 2015	J	1	A	Jun 12, 2015	Jun 12, 2020	Common Stock	—	2	D
Warrant^F4	$1.25	Jun 12, 2015	P	1	A	Jun 12, 2015	Jun 12, 2020	Common Stock	—	3	D

F1Pursuant to the terms of the Convertible Debenture (the "Debenture"), the Debenture was automatically converted upon a Qualified Offering. Upon conversion of the Debenture Mr. Wolf received 4 units with each Unit comprised of (i) five hundred (500) shares of Series A Preferred ("Unit Shares"), convertible into the Company's Common Stock at a conversion price of $1.25 per share and (ii) one (1) Warrant to purchase 100% of the number of Conversion Shares (as defined in the Debenture) initially issuable upon conversion of the Unit Shares to the purchaser at the exercise price of $1.25 per share.
F2In addition, On May 15, 2015, and June 4, 2015 Mr. Wolf advanced the Company $200,000 and $100,000, respectively, in the form of demand notes (the "Demand Notes"). The Company and Mr. Wolf agreed to convert the principal amount of the Demand Notes into an additional six (6) Units.
F3Mr. Wolf also purchased two (2) Units for an aggregate purchase price of $100,000.
F4The Warrant entitles Mr. Wolf to purchase up to the number of shares of Common Stock ("Warrant Shares") that is equal to 100% of the number of Conversion Shares initially issuable upon conversion of the Unit Shares issued. The Warrants are for a term of five (5) years and are exercisable at a price of $1.25 per Warrant Share.
F5The Series A Convertible Preferred Stock has no expiration date.