Mama’s Creations, Inc. Announces Pricing of the Public Secondary Offering of Common Stock by Selling Stockholders
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Insights
The pricing of a substantial underwritten public offering by Mama's Creations, Inc. is a critical event for current and potential investors. With over 5.6 million shares being priced at $3.50, the market must absorb a significant amount of stock. This event could potentially lead to a dilution of share value for existing shareholders, even though the company itself isn't issuing new shares or receiving proceeds. The fact that the sale is conducted by affiliates of two individuals suggests a partial exit or rebalancing of insider holdings, which market participants often scrutinize for signals about insider confidence in the company's prospects.
However, the lack of direct financial benefit to Mama's Creations from this transaction means the company's operational capital remains unchanged. The market's reaction to this offering will hinge on the perception of the Selling Stockholders' confidence and the anticipated liquidity post-offering. Investors should monitor the stock's trading volume and price stability in the aftermath of the closing to gauge the immediate market impact.
In the context of market dynamics, the pricing of Mama's Creations' shares by the Selling Stockholders could be interpreted as a market signal. The set price of $3.50 per share provides a benchmark for the company's valuation in the eyes of significant stakeholders. It is essential for investors to consider the timing and rationale behind the Selling Stockholders' decision to offload a sizeable portion of equity, as it could imply a strategic shift or a response to perceived valuation caps.
Furthermore, the offering's successful closure without company proceeds suggests a strategic move that doesn't directly affect the company's growth trajectory but could influence investor sentiment. Market strategists would advise clients to look for potential indirect effects on the company's reputation and stock demand, which could, in turn, affect the long-term investment outlook.
From a legal perspective, the transaction's structure raises considerations about compliance and disclosure. The Selling Stockholders' decision to bear all associated costs, including underwriting discounts and commissions, is a standard practice that ensures transparency and fairness in public offerings. It is also noteworthy that Mama's Creations is not participating in the sale, as this delineates the transaction as a secondary offering, which has different regulatory implications compared to a primary offering.
Investors should be aware that the regulatory filings associated with such a transaction will provide additional details on the Selling Stockholders' future involvement with the company. This information can be crucial for assessing the long-term stability of the stock and the alignment of interests between major shareholders and the broader investor base.
EAST RUTHERFORD, NJ, Dec. 19, 2023 (GLOBE NEWSWIRE) -- Mama’s Creations, Inc. (Nasdaq: MAMA) (“Mama’s Creations” or the “Company”), a leading national marketer and manufacturer of fresh Deli prepared foods, today announced the pricing of the previously announced underwritten public offering of 5,629,921 shares of common stock of the Company by certain selling stockholders affiliated with Matthew Brown and Karen Wolf (the “Selling Stockholders”) at a price to the public of
Craig-Hallum is acting as sole book running manager and Roth Capital Partners is acting as co-manager for this offering.
A registration statement on Form S-3 relating to the public offering of the shares of common stock described above was filed with the Securities and Exchange Commission (“SEC”) and was declared effective on November 13, 2023. A preliminary prospectus describing the terms of the offering has been filed with the SEC and is available on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus describing the terms of the offering will be filed with the SEC and will form a part of the effective registration statement. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the offering may be obtained, when available, from Craig-Hallum Capital Group LLC, Attention: Equity Capital Markets, 222 South 9th Street, Suite 350, Minneapolis, Minnesota 55402, by telephone at (612) 334-6300, or by email at prospectus@chlm.com; or Roth Capital Partners, LLC, 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660, (800) 678-9147; or at the SEC’s website at http://www.sec.gov.
This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Mama’s Creations, Inc.
Mama’s Creations, Inc. (NASDAQ: MAMA) is a leading marketer and manufacturer of fresh deli prepared foods, found in over 8,000 grocery, mass, club and convenience stores nationally. The Company’s broad product portfolio, born from MamaMancini’s rich history in Italian foods, now consists of a variety of high quality, fresh, clean and easy to prepare foods to address the needs of both our consumers and retailers. Our vision is to become a one-stop-shop deli solutions platform, leveraging vertical integration and a diverse family of brands to offer a wide array of prepared foods to meet the changing demands of the modern consumer. For more information, please visit https://mamascreations.com.
Forward-Looking Statements
This press release may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, regarding the Company, which may include, but are not limited to, statements with respect to the proposed public offering, the satisfaction of customary closing conditions, and other statement that are predictive in nature. The offering is subject to market and other conditions and there can be no assurance as to whether or when the offering may be completed or as to the actual size or terms of the offering. “Forward-looking statements” describe future expectations, plans, results, or strategies and are generally preceded by words such as “may,” “future,” “plan” or “planned,” “will” or “should,” “expected,” “anticipates,” “draft,” “eventually” or “projected.” You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that actual results may differ materially from those projected in the forward-looking statements as a result of various factors, and other risks identified in the Company’s 10-K for the fiscal year ended January 31, 2023, the 10-Q for the quarter ended October 31, 2023 and other filings made by the Company with the Securities and Exchange Commission.
Investor Relations Contact:
Lucas A. Zimmerman
Managing Director
MZ Group – MZ North America
(949) 259-4987
MAMA@mzgroup.us
www.mzgroup.us
FAQ
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