MamaMancini's Holdings Inc (MMMB)

[kimzerfantastik]

MSCT ~ Entry Into A Material Definitive Agreement,
8K...01/30/13;
Mascot Properties, Inc. /MamaMancini’s, Inc.
http://www.sec.gov/Archives/edgar/data/1520358/000149315213000142/form8k.htm

detail...

Item 1.01: Entry Into A Material Definitive Agreement.

On January 24, 2013, Mascot Properties, Inc., a Nevada corporation (“Mascot” or the “Company”), Mascot Properties Acquisition Corp, a Delaware corporation and wholly-owned subsidiary of Mascot (“Merger Sub”), MamaMancini’s, Inc., a privately-held Delaware Corporation headquartered in New Jersey (“MamaMancini’s”) and David Dreslin, an individual (the “Majority Shareholder”), entered into an Acquisition Agreement and Plan of Merger (the “Agreement”) pursuant to which the Merger Sub was merged with and into MamaMancini’s, with MamaMancini’s surviving as a wholly-owned subsidiary of Mascot (the “Merger”). The transaction (the “Closing”) took place on January 24, 2013 (the “Closing Date”). The Company acquired, through a reverse triangular merger, all of the outstanding capital stock of MamaMancini’s in exchange for issuing MamaMancini’s shareholders (the “MamaMancini’s Shareholders”), pro-rata, a total of 20,054,000 shares of the Company’s common stock. Immediately after the Merger was consummated, and further to the Agreement, the majority shareholders and certain affiliates of the Company cancelled a total of 103,408,000 shares of the Company’s common stock held by them (the “Cancellation”). In consideration of the Cancellation of such of common stock, the Company paid the Majority Shareholder in aggregate of $295,000 and released the other affiliates from certain liabilities. In addition, the Company has agreed to spinout to the Majority Shareholder of and all assets related to the Company’s real estate management business within 30 days after the closing. As a result of the Merger and the Cancellation, the MamaMancini’s Shareholders became the majority shareholders of the Company.

On December 5, 2012, MamaMancini’s completed a private placement of its common stock (the “Private Placement”) with a group of accredited investors (the “Private Placement Investors”). Pursuant to that certain Subscription Agreement with the Private Placement Investors, MamaMancini’s issued to the Private Placement Investors an aggregate of 5,054,000 shares of its common stock for a purchase price of $5,054,000, or $1.00 per share. Pursuant to the Agreement, each Private Placement Investor will receive one share of Mascot for each one share purchased under the Private Placement.

The directors and majority shareholders of Mascot have approved the Agreement and the transactions contemplated under the Agreement. The directors and shareholders of MamaMancini’s have approved the Agreement and the transactions contemplated thereunder and as of the Closing Date will own approximately 96.2% of the Company’s common stock.

A copy of the Agreement is included as Exhibit 2.1 to this Current Report and is hereby incorporated by reference.

(Immediately following the Closing of the Agreement the Company changed its business plan to that of MamaMancini’s.)

...
Item 5.01: Changes in Control of Registrant.

As explained more fully in Item 2.01; In connection with the Agreement, on January 24, 2013, we issued 20,054,000 shares of our Common Stock to the MamaMancini’s Shareholders, their affiliates or assigns in exchange for the transfer of 100% of the outstanding shares of MamaMancini’s by the MamaMancini’s Shareholders. As such, immediately following the Merger, the MamaMancini’s Shareholders hold approximately 96.2% of the total combined voting power of all classes of our outstanding stock entitled to vote.

In connection with the Closing of the Merger...David Dreslin, Mascot’s former President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, and Chairman resigned from these positions.

Further, effective January 24, 2013, Mr. Carl Wolf, Mr. Matthew Brown, Mr. Steven Burns, Mr. Alfred D’Agostino and Mr. Thomas Toto, were appointed as members of our board of directors. Finally, effective January 24, 2013, our Directors appointed the following officers:

Carl Wolf...Chief Executive Officer
Lewis Ochs...Vice President of Finance
Matthew Brown...President

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http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001520358&type=&dateb=&owner=include&count=40