8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(D) OF

THE

SECURITIES EXCHANGE ACT OF 1934

Dateof Report (Date of earliest event reported): June 28, 2022

MamaMancini’sHoldings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (201) 532-1212

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

SECTION

1 - REGISTRANT’S BUSINESS AND OPERATIONS

Item1.01 Entry into a Material Definitive Agreement.

On June 28, 2020, MamaMancini’s Holdings, Inc. (the “Company”), a marketer and distributor of specialty pre-prepared all-natural foods signed a definitive agreement to acquire a 24 percent (24%) minority interest in Chef Inspirational Foods, Inc. (“CIF”), a leading developer, innovator, marketer and sales company selling fresh and frozen prepared foods, for an investment of $1.2 million, at an implied enterprise value for CIF of $5 million. The investment consists of $500,000 in cash and $700,000 in MamaMancini’s common stock.

The Company also was granted the option to purchase the remaining seventy-six percent (76%) interest in CIF within one year of June 28, 2022. The option purchase price is an additional $3.8 million, of which $3.5 million would be paid in cash and $300,000 in common stock, which would be paid within a two-year period from June 28, 2022.

Founded in 2008, CIF sells fresh and frozen prepared foods for the supermarket, club store, and distributor trade across the United States. The company’s specialty is the Deli Department for prepared salads, prepared entrees and olives, with a unique line of different artisan flavors and styles. CIF is based in West Palm Beach, Florida, and Long Island, NY.

SECTION

2 - FINANCIAL INFORMATION

Item2.01 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.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits

None

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.