What changed in this filing

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Item 1. Business

2023-04-26 compared with 2022-05-27 · 204 added, 211 removed, 145 unchanged (74% of the section changed)

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Holdings, Inc.

(formerly Mascot Properties, Inc.) was incorporated in the State of Nevada on July 22, 2009.

Mascot Properties, Inc.’s

(“Mascot”) activities since its inception consisted of trying to locate real estate properties to manage, primarily related

to student housing, and services which included general property management, maintenance and activities coordination for residents.

did not have any significant development of such business and did not derive any revenue.

Due to the lack of results in its attempt to

implement its original business plan, management determined it was in the best interests of the shareholders to look for other potential

business opportunities.

(formerly Mascot Properties, Inc.) (the “Company” or “MamaMancini’s”) was incorporated in

the State of Nevada on July 22, 2009.

Mascot Properties, Inc.’s (“Mascot”) activities since its inception consisted

of trying to locate real estate properties to manage, primarily related to student housing, and services which included general property

management, maintenance and activities coordination for residents.

Mascot did not have any significant development of such business and

did not derive any revenue.

Due to the lack of results in its attempt to implement its original business plan, management determined

it was in the best interests of the shareholders to look for other potential business opportunities.

February 22, 2010, MamaMancini’s LLC was formed as a limited liability company under the laws of the state of New Jersey in order

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had been approved and effective Monday, March 11, 2013, Mascot began trading under its new name, “MamaMancini’s Holdings,

Inc.” (“MamaMancini’s” or the “Company”) and under its new symbol, “MMMB”.

Inc.” and under its new symbol, “MMMB”.

November 1, 2017, MamaMancini’s, Joseph Epstein Food Enterprises, Inc., a New Jersey corporation (“JEFE”), and MMMB

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December 23, 2021, the Company announced the signing of definitive agreements for two acquisitions – T&L Creative Salads, Inc.

(“T&L”) and Olive Branch, LLC (“OB”), which are related gourmet food manufacturers based in New York.

Closing of these transactions occurred and the transactions were completed on December 29, 2021.

The Company acquired T&L and OB

for a combined purchase price of $14.0 million, including $11 million in cash at closing and $3 million in a promissory note.

The promissory note requires annual principal payments of $750,000 payable on each anniversary of the closing, together with accrued

interest at a rate of three and one-half (3.5%) per annum.

The maker of the Note is T&L Acquisition Corp, a wholly-owned subsidiary

of the Company, and it is guaranteed by the Company.

The maker has a right of set-off against the balance due for any matters which are

the subject of an indemnification under the transaction agreements.

The cash payment was funded through cash on hand and a $7.5 million acquisition loan from M&T Bank (see below).

(“T&L” or “T&L Creative Salads”) and Olive Branch, LLC (“OB” or “Olive Branch”),

which are related gourmet food manufacturers based in New York.

The closing of these transactions occurred and was completed on December

The Company acquired T&L and OB for a combined purchase price of $14.0 million, including $11.0 million in cash at closing

and $3.0 million in a promissory note (the “Note”).

The promissory note requires annual principal payments of $750,000 payable

on each anniversary of the closing, together with accrued interest at a rate of three and one-half (3.5%) per annum.

The Note holder

is T&L Acquisition Corp, a wholly-owned subsidiary of the Company, and it is guaranteed by the Company.

The Note holder has a right

of set-off against the balance due for any matters which are the subject of an indemnification under the transaction agreements.

cash payment was funded through cash on hand and a $7.5 million acquisition loan from M&T Bank (see below).

Anthony Morello, Jr.

will remain as CEO of T&L Acquisition

December 29, 2021, the Company entered into a Multiple Disbursement Term Loan (“Loan”) with M&T Bank for the original

principal amount of $7,500,000 payable in monthly installments over a 60-month amortization period.

The Maturity Date of the Loan is

January 17, 2027.

Interest is payable the unpaid Principal Amount of the Loan at a variable rate per annum based on the

Company’s Senior Funded Debt/EBITDA Ratio (as defined in the Credit Agreement between Borrower and Bank) established with respect

to the Borrower as of the date of any advance under the Loan as follows:

remained as President of T&L.

December 29, 2021, the Company entered into a Multiple Disbursement Term Loan (the “Loan”) with M&T Bank for the original

principal amount of $7,500,000 payable in monthly installments over a 60-month period.

The maturity date of the Loan is January 17, 2027.

Interest is payable on the principal amount of the Loan at a variable rate per annum based on the Company’s Senior Funded Debt/EBITDA

Ratio (as defined in the Credit Agreement between the Company and M&T Bank) established with respect to the Borrower as of the date

of any advance under the Loan as follows:

if the Senior Funded Debt/EBITDA ratio is:

(i) greater than

2.00 but less than or equal to 2.50, 4.12 percentage point(s) above one-day (i.e., overnight) SOFR (as defined);

(ii) greater than 1.50

but less than or equal to 2.00, 3.62 percentage points above one-day SOFR;

or (iii) 1.50 or less, 3.12 percentage points above one-day

In all events set forth at subsections (i) through (iii) in the preceding sentence, if SOFR shall at any time be less than 0.25%,

one-day SOFR shall be deemed to be 0.25% and the foregoing margins shall be applied to the SOFR Index Floor.

(i) greater than 2.00 but less than or equal to

2.50, 4.12 percentage point(s) above one-day (i.e., overnight) Secured Overnight Financing Rate (“SOFR”) (as defined);

greater than 1.50 but less than or equal to 2.00, 3.62 percentage points above one-day SOFR;

or (iii) 1.50 or less, 3.12 percentage points

above one-day SOFR.

In all events set forth at subsections (i) through (iii) in the preceding sentence, if SOFR shall at any time be

less than 0.25%, one-day SOFR shall be deemed to be 0.25% and the foregoing margins shall be applied to the SOFR Index Floor.

of the proceeds of the Loan were utilized to fund the acquisition of T&L and OB.

June 28, 2022, the Company acquired a 24% minority interest in Chef Inspirational Foods, LLC (“CIF”), a leading developer,

innovator, marketer and sales company selling prepared foods, for an investment of $1.2 million.

The investment consists of $500,000

in cash and $700,000 in the Company’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 the date of the option

MamaMancini’s

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Our products were developed using her old-world Italian recipes that were handed down to her grandson, Dan Dougherty.

Today we market a line of all-natural specialty prepared, frozen and refrigerated foods for sale in retailers around the country.

primary products include beef and turkey meatballs, meat loaf, chicken, sausage-related products and pasta entrees, all with slow cooked

Italian Sauce.

Today we market a line of all-natural specialty prepared refrigerated foods for sale in retailers around the country.

Our primary products

include beef and turkey meatballs, meat loaf, chicken, sausage-related products and pasta entrees.

products are all natural, contain a minimum number of ingredients and are generally derived from the original recipes of Anna “Mama”

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are used in many conventional packaged foods.

United States Department of Agriculture (the “USDA”) defines all natural as a product that contains no artificial ingredients,

coloring ingredients or chemical preservatives and is minimally processed.

The Company’s products were submitted to the USDA and

approved as all natural.

The Food and Safety and Inspection Service (“FSIS”) Food Standards and Labeling Policy Book (2003)

requires meat and poultry labels to include a brief statement directly beneath or beside the “natural” Label claim that “explains

what is meant by the term natural i.e., that the product is a natural food because it contains no artificial ingredients and is only

minimally processed”.

The term “natural” may be used on a meat label or poultry label if the product does not contain

any artificial flavor or flavoring, coloring ingredient, chemical preservative, or any other artificial or synthetic ingredient.

Additionally,

the term “all natural” can be used if the FSIS approves your product and label claims.

The Company’s product and label

claims have been approved by the FSIS to contain the all-natural label.

Additionally,

the Company has recently commenced marketing of certain “meatless” versions of its product line under a Trademark Licensing

Agreement with Beyond Meat, Inc.

products are principally sold to supermarkets and mass-market retailers.

We currently have 29 different product offerings which are packaged

in different sized retail and bulk packages.

Our products are principally sold in multiple sections of the supermarket, including hot

bars, salad bars, prepared foods (meals), sandwich, as well as cold deli and foods-to-go sections.

Our products are also sold in the

frozen food and fresh meat sections.

We sell directly to both food retailers and food distributors.

United States Department of Agriculture (the “USDA”) defines “all natural” as a product that contains no artificial

ingredients, coloring ingredients or chemical preservatives and is minimally processed.

MamaMancini’s products were submitted to

the USDA and approved as all natural.

The Food and Safety and Inspection Service (“FSIS”) Food Standards and Labeling Policy

Book (2003) requires meat and poultry labels to include a brief statement directly beneath or beside the “natural” label

claim that “explains what is meant by the term natural i.e., that the product is a natural food because it contains no artificial

ingredients and is only minimally processed”.

The term “natural” may be used on a meat label or poultry label if the

product does not contain any artificial flavor or flavoring, coloring ingredient, chemical preservative, or any other artificial or synthetic

Additionally, the term “all natural” can be used if the FSIS approves your product and label claims.

The Company’s

product and label claims have been approved by the FSIS to contain the all-natural label.

products are principally sold to supermarkets, club chains, and mass-market retailers.

We currently have more than 50 product offerings

across our beef, chicken, salad and olive portfolios which are packaged in different sized retail and bulk packages.

Our products are

principally sold in the deli section of the supermarket, including hot bars, salad bars, prepared foods (meals), sandwich, as well as

cold deli and foods-to-go sections.

Our products are also sold in the fresh meat section.

We sell directly to both food retailers and

food distributors.

we also sell our products on QVC through live on-air offerings, auto ship programs and for everyday purchases on their web site.

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December 29, 2021 MamaMancini’s made two acquisitions which expand the company’s core product lines, and access to specific

T &L Creative Salads, Inc.

(“T&L”) and Olive Branch, LLC, are related premier gourmet food manufacturers

based in New York.

T&L offers a full line of foods for retail food chains and club stores, delis, bagel stores, caterers and provision

T &L Creative Salads and Olive Branch, are related premier gourmet food manufacturers based in New York.

a full line of protein, salad and sandwich products for retail food chains and club stores, delis, bagel stores, caterers and provision

distributors.

T&L uses high-quality meats, seafood and vegetables, prepared to meet the standards set forth by the USDA and the FDA.

sales are spearheaded by a line of chicken products, including grilled and breaded chicken breasts, chicken strips as well as a kosher

T&L’s SQF level 2 state-of-the-art USDA facility in Farmingdale, New York has positioned it to expand its operations

nationally into MamaMancini’s network of retailers and Club Stores.

T&L actively sells its salads and prepared products to

over 250 delis, bagel shops, smaller retail accounts and food distributors in the New York metropolitan area, representing over 35% of

T&L’s current sales volume.

sales are spearheaded by a line of chicken products, including grilled and breaded chicken breasts as well as chicken strips.

SQF level 2 state-of-the-art USDA facility in Farmingdale, New York has positioned it to expand its operations nationally into MamaMancini’s

network of retailers and club stores.

T&L actively sells its salads and prepared products to over 250 delis, bagel shops, smaller

retail accounts and food distributors in the New York metropolitan area, representing over 35% of T&L’s current sales volume.

Branch started operations six years ago as a separate company to concentrate on selling olives, olive mixes, and savory products to a

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as T&L in Farmingdale, NY.

products are considered specialty prepared foods, in that they are all natural, taste great, are authentic and are made with high quality

The market for specialty and prepared foods spans several sections of the supermarket, including frozen, deli- prepared

foods, and the specialty meat segment of the meat department.

believe that the following strengths differentiate our products and our brand:

June 28, 2022, the Company acquired a 24% minority interest in CIF, a leading developer, innovator, marketer and sales company selling

prepared foods.

products are considered specialty prepared foods, in that they taste great, are authentic and are made with high quality ingredients.

The market for specialty and prepared foods spans several sections of the supermarket, including deli-prepared foods, and the specialty

meat segment of the meat department.

believe that the following strengths differentiate our products and our brands:

recipes and great taste.

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the great taste and quality of our products.

and convenient.

Our products are made only from high quality natural ingredients, including domestic inspected beef, whole Italian

tomatoes, genuine imported Pecorino Romano, real eggs, natural breadcrumbs, olive oil and other herbs and spices.

Our products are

also simple to prepare.

Virtually every product we offer is ready-to-serve within 12 minutes, thereby providing quick and easy meal

solutions for our customers.

By including the sauce and utilizing a tray with our packaging, our meatballs can be prepared quickly

We strive to provide our customers with a great tasting product using all-natural ingredients at an affordable price.

Typical retail prices for 16 oz.

packages ranges from $4.99 to $7.99, and $5.99 to $9.99 for bulk products sold in delis or hot bars.

We believe the sizes of our product offerings represent a great value for the price.

products and innovation .

Healthy and convenient.

Our products are made only from high quality natural ingredients, including domestic inspected beef, whole tomatoes, genuine

imported Pecorino Romano, real eggs, natural breadcrumbs, olive oil and other herbs and spices.

Our products are also simple to prepare.

Virtually every product we offer is ready-to-serve within 12 minutes, thereby providing quick and easy meal solutions for our customers.

By including the sauce and utilizing a tray with our packaging, our products can be prepared quickly and easily.

strive to provide our customers with a great tasting products using all-natural ingredients at an affordable price.

Typical retail

prices range from $5.99 to $9.99 for bulk products sold in delis or hot bars.

We believe the sizes of our product offerings represent

a great value for the price.

New products and innovation .

Since our inception, we have continued to introduce new and innovative products.

While we pride on ourselves

on our traditional beef and turkey meatballs and meat loaf, we have continuously made efforts to grow and diversify our line of products

while maintaining our high standards for all natural, healthy ingredients and great taste.

FY22 introductions of Meal-For-One ready

to eat home meals and our Meatballs-in-a-Cup snack are examples of continued product innovation.

Our new lines of chicken cutlets,

breaded chicken products and gourmet pasta salads and savory olive products will be a natural extension to our national customers

and club stores.

Market Concentration.

Through the acquisition of T&L Creative Salads, MamaMancini’s

is deeply established in the New York-New Jersey-Connecticut tristate metro market with strong

new distribution to deli’s, independent end retailers, bagel shops and provision distributors.

MamaMancini’s products will fit well into the needs of this market extending our brand.

While we pride ourselves on our traditional beef

and turkey meatballs and meat loaf, we have continuously made efforts to grow and diversify our line of products while maintaining

our high standards for all natural, healthy ingredients and great taste.

Examples of new product offerings released in fiscal 2022

include Meal For One ready to eat home meals and our Meatballs in a Cup snack.

Our new lines of chicken cutlets, breaded chicken

products, gourmet pasta salads and savory olive products will be a natural extension to our national customers and club stores.

Key Market Concentration.

Through the acquisition of T&L Creative Salads, MamaMancini’s is deeply established in the New York-New Jersey-Connecticut

tristate metro market with strong new distribution to deli’s, independent end retailers, bagel shops and provision distributors.

MamaMancini’s products will fit well into the needs of this market and gives us the opportunity to extend the brand.

our legacy MamaMancini’s national distribution footprint allows our T&L and Olive Branch products to gain broader national

distribution.

Customers/Management

consumer loyalty.

Strong consumer

Many of our consumers are loyal and enthusiastic brand advocates.

Our consumers trust us to deliver great-tasting

products made with all-natural ingredients.

Consumers have actively communicated with us through our website and/or social media

Our consumers trust us to deliver great-tasting products

made with all-natural ingredients.

Consumers have actively communicated with us through our website and/or social media channels.

We believe that this consumer interaction has generated interest in our products and has inspired enthusiasm for our brand.

We also believe that enthusiasm for our products has led and will continue to lead to repeat purchases and new consumers trying our

believe that enthusiasm for our products has led and will continue to lead to repeat purchases and new consumers trying our products.

Experienced leadership.

We have a proven and experienced senior management team.

Our Chief Executive Officer and Chairman, Carl Wolf, has

been with us since inception and has over 35 years of experience in the management and operations of food companies.

the founder, majority shareholder, Chairman of the Board, and CEO of Alpine Lace Brands, Inc., a public company engaged in the development,

marketing and distribution of cheese, deli meats and other specialty food products, which was sold to Land O’Lakes, Inc.

addition, the other members of our board of directors also have significant experience in the food industry.

In September of 2022, Adam L.

Michaels was named Chief Executive Officer

(“CEO”) of MamaMancini’s and was subsequently named Chairman of the Board effective February 1, 2023.

experienced food industry executive and former management consultant with broad experience transforming consumer-focused companies.

Previously, Adam served with Mondelez International, a multinational food and beverage company with operations in over 150 countries.

In addition, Anthony Gruber was named Chief Financial Officer (“CFO”) in September of 2022.

Anthony Gruber is a financial

executive with significant experience leading and optimizing finance organizations in the consumer products arena.

Previously, Anthony

served as Chief Financial Officer of De’Longhi America, Inc., the North American subsidiary of the Italian appliance manufacturer

DeLonghi S.P.A.

known for its espresso machines.

Anthony also served as Vice President of Finance and Chief Financial Officer of

Richemont North America, Inc., the North American subsidiary of the Swiss-based luxury goods company, where he managed all finance

activities for North America and was integral in integrating brands into its shared service platform.

Growth Strategy

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pursuing the following growth initiatives:

product placements in the perimeter within retail locations .

We strive for product placements in the perishable departments of

retail locations.

We believe adding shelf placements within the supermarkets that carry our products will increase customer awareness,

leading to more consumers purchasing our products and expanding our market share.

Sales in “Fresh” Section .

Increase sales in the “Fresh” section (in the perimeter of the retainer), where

there is significant sales growth and higher margins, over products in the “Frozen” section which are showing zero to

negative growth.

retail locations .

We intend to increase sales by expanding the number of retail stores that sell our products in the mainstream

grocery and mass merchandiser channels.

Overall Sales .

We have an experienced sales staff and now employ one full time Vice President of Sales as well as our Co-Founder

Dan Dougherty, Carl Wolf, our Chief Executive Officer and Chairman, and Matthew Brown, our President, each of whom is involved with

selling to, and managing sales with, major supermarket chains.

In addition, the Company has contracted with an independent consultant

to manage sales opportunities in the food service area as well as an independent person to solicit sales in colleges and universities

and independent delicatessens.

through Acquisition.

We will continue to look for opportunities to acquire companies with complementary quality products which

can enhance our product line and customer diversification and be immediately accretive to earnings.

food brokerage network .

We currently work with retail food brokers nationwide and intend to add additional food brokers to increase

our geographical coverage in the United States to approximately 90%.

awareness through marketing .

We have increased our social media activity with Facebook, Twitter, Pinterest, and YouTube.

engage with consumers through newsletter mailings, blogs, and special projects, including a bank of recipe videos and contests and

Targeted consumer merchandising activity, including virtual couponing, on-pack couponing, mail-in rebates, product demonstrations,

and co-op retail advertising will continue into the future in order to increase sales and generate new customers.

new products .

Our market research and consumer testing enable us to identify attractive new product opportunities.

to continue to introduce new products in both existing and new product lines that appeal to a wide range of consumers.

a Strong Relationship with QVC .

The Company currently offers various lines through QVC and intends to increase its product line

offerings offered through QVC.

Media Exposure .

Increase the visibility of Dan Dougherty (Mancini) in the media as a product spokesman.

The Company is aggressively pursuing sales to “Club Stores”.

Company is actively pursuing sales to Canada through a designated agent who is handling all necessary compliance issues.

acquisitions of complementary companies in the specialty food industry.

Build Breadth

& Depth of Distribution:

MamaMancini’s, T&L Creative Salads & Olive Branch are still underpenetrated in existing

sales channels, under-SKU’d in existing stores and have the potential to enter new channels.

We will leverage our strong brand,

superior quality and high-touch service to list more of our items in existing customers as well as enter new customers.

we will be leveraging our existing customer relationships to cross-sell our newly acquired brands, thereby driving larger consumer

baskets, expanding promotional opportunities, and driving down freight charges, as we are shipping more Mama’s items to the

same locations.

Launch Consumer-Driven

As we become even more consumer-focused, we seek to understand consumers’ unmet Deli needs.

We will passionately

understand our consumers and develop incremental sales opportunities.

We will seek to develop products that capture incremental occasions,

incremental consumer groups and incremental sales channels.

For example, our new Meatballs in a Cup offering (1) provides for a “new

for us” snacking occasion incremental to our current meal offerings, (2) provides an attraction to a younger on-the-go consumer

audience, and (3) provides for an incremental sales channel with entry into the Convenience Store channel.

Pursue Accretive,

Complementary Acquisitions:

We will regularly identify and integrate major acquisitions in new deli categories, capitalizing

on the highly fragmented nature of the fresh prepared foods space.

Ideal acquisition opportunities might bring incremental/ accretive

manufacturing capabilities, incremental capabilities within a new deli sub-category, strengthen our distribution capabilities, and/or

enhance our management capabilities.

Before any additional acquisitions are contemplated, a full integration plan and synergy modeling

will be performed and presented to the Board for feedback and approval.

Become the One Stop

Shop Deli Solution:

The Company has the potential to achieve $1B in sales through a combination of accretive acquisitions of

complementary companies and organic growth, spurred by cross-selling and new product innovation.

As the Company builds national scale,

expands breadth of deli offerings and maintains exceptional quality and service, the Company will realize our vision.

pricing strategy focuses on being competitively priced with other premium brands.

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the growth curve of our products.

Current typical retail prices for 16 oz.

packages range from $5.99 to $8.99, and $6.99 to $10.99 per

pound for prepared food products sold to delis or hot bars.

Increases in raw material costs, among other factors, may lead us to

consider price increases in the future.

Current typical retail prices range from $5.99 to $9.99, for prepared food products sold to delis or

Increases in raw material costs, among other factors, may lead us to consider price increases in the future.

Suppliers/Manufacturers

of January 31, 2022, approximately 90% of our products are internally produced by the Company’s wholly-owned subsidiaries, Joseph

Epstein Food Enterprises, Inc.

(“JEFE”), T&L Creative Salads, Inc.

(“T&L”) and Olive Branch, LLC

Approximately 10% are manufactured on an outsourced basis.

None of our raw materials or ingredients are directly

grown or produced by us.

From time-to-time we negotiate with other manufacturers to supplement the Company’s manufacturing capability.

of January 31, 2023, approximately 90% of our products are internally produced in our East Rutherford, NJ or Farmingdale, NY Facilities.

None of our raw materials or ingredients are directly grown or produced by us.

From time-to-time we negotiate with other manufacturers

to supplement the Company’s manufacturing capability.

We currently purchase modest quantities from other manufacturers.

All of the raw materials and ingredients in our products are readily

available and are readily ascertainable by our suppliers.

We have not experienced any material shortages of ingredients or other products

necessary to our operations and do not anticipate such shortages in the foreseeable future.

the raw materials and ingredients in our products are readily available and are readily ascertainable by our suppliers.

We have not experienced

any material shortages of ingredients or other products necessary to our operations and do not anticipate such shortages in the foreseeable

Sales/Brokers

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in the Northeast and Southeast.

majority of our marketing activity has been generated through promotional discounts, consumer trial, consumer product tastings and demonstrations,

majority of our marketing activity has been generated through promotional discounts, consumer trials, consumer product tastings and demonstrations,

in-store merchandising and signage, couponing, word of mouth, consumer public relations, social media, special merchandising events with

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the MamaMancini’s brand, the Company believes that brand awareness for MamaMancini’s has grown in the past 12 months.

gourmet and specialty pre-packaged and frozen food industry has many large competitors specializing in various types of cuisine from

all over the world.

gourmet and specialty pre-packaged food industry has many large competitors specializing in various types of cuisine from all over the

Our product lines are currently concentrated on Italian specialty foods.

While it is our contention that our competition

is much more limited than the entire frozen and pre-packaged food industry based on our products’ niche market, there can be no

assurances that we do not compete with the entire frozen and pre-packaged food industry.

We believe our principal competitors include

Quaker Maid, Hormel, Rosina Company, Inc., Casa Di Bertacchi, Inc., Farm Rich, Inc., Mama Lucia, Buona Vita, Inc., Taylor Farms, Kings

Command, DeLallo Foods, and Gourmet Boutique.

While it is our contention that our competition is much

more limited than the pre-packaged food industry based on our products’ niche market, there can be no assurances that we do not

compete with the entire pre-packaged food industry.

We believe our principal competitors include Quaker Maid, Hormel, Rosina Company,

Inc., Casa Di Bertacchi, Inc., Farm Rich, Inc., Mama Lucia, Buona Vita, Inc., Taylor Farms, Kings Command, DeLallo Foods, and Gourmet

current intellectual property consists of trade secret recipes and cooking processes for our products and four trademarks for “MamaMancini’s”,

“Mac N’ Mamas”, “Sunday Dinner”, “The Original Meatball in a Cup”, “The Meatball Lovers

Meatball”, “T&L Creative Salads” and “Olive Branch Savory Products”.

The recipes and use of the trademarks

have been assigned in perpetuity to the Company.

“The Meatball Lovers Meatball”, “The Original Meatball in a Cup”, and “Mac N’ Mamas”.

and use of the trademarks have been assigned in perpetuity to the Company.

rely on a combination of trademark, copyright and trade secret laws to establish and protect our proprietary rights.

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accordance with a Development and License Agreement (the “Development and License Agreement”) entered into on January 1,

2009 with Dan Dougherty relating to the use of his grandmother’s recipes for the products to be created by MamaMancini’s,

Dougherty granted us a 50-year exclusive license (subject to certain minimum payments being made), with a 25-year extension option,

to use and commercialize the licensed items.

2009 with Dan Dougherty relating to the use of his grandmother’s recipes for the products to be created by Mama’s, Mr.

granted us a 50-year exclusive license (subject to certain minimum payments being made), with a 25-year extension option, to use and

commercialize the licensed items.

Under the terms of the Development and License Agreement, Mr.

Dougherty shall develop a

line of beef meatballs with sauce, turkey meatballs with sauce and other similar meats and sauces for commercial manufacture, distribution

and sale (each a “Licensor Product” and collectively the “Licensor Products”).

Dougherty shall work with

us to develop Licensor Products that are acceptable to us.

Dougherty shall develop a line of beef

meatballs with sauce, turkey meatballs with sauce and other similar meats and sauces for commercial manufacture, distribution and sale

(each a “Licensor Product” and collectively the “Licensor Products”).

Dougherty shall work with us to develop

Licensor Products that are acceptable to us.

Upon acceptance of a Licensor Product by us, Mr.

Dougherty’s trade secret

recipes, formulas methods and ingredients for the preparation and production of such Licensor Products shall be subject to the Development

and License Agreement.

Dougherty’s trade secret recipes,

formulas methods and ingredients for the preparation and production of such Licensor Products shall be subject to the Development and

License Agreement.

In connection with the Development and License Agreement, we pay Mr.

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food products, which are manufactured both in our own manufacturing facilities and in third-party facilities, are subject to various

federal, state and local regulations and inspection, and to extensive regulations and inspections, regarding sanitation, quality, packaging

and labeling.

In order to distribute and sell our products outside the State of New Jersey, the third-party food processing facilities

must meet the standards promulgated by the U.S.

federal, state and local regulations and inspections regarding sanitation, quality, packaging and labeling.

In order to distribute and

sell our products outside the State of New Jersey, the third-party food processing facilities must meet the standards promulgated by

Department of Agriculture (the “USDA”).

Our manufacturing processing facilities

and products are subject to periodic inspection by federal, state, and local authorities.

In January 2011, the FDA’s Food Safety

Modernization Act was signed into law.

The law will increase the number of inspections at food facilities in the U.S.

in an effort to

enhance the detection of food borne illness outbreaks and order recalls of tainted food products.

Our manufacturing processing facilities and products are subject to periodic

inspection by federal, state, and local authorities.

In January 2011, the Food and Drug Administration’s (“FDA”) Food

Safety Modernization Act was signed into law.

The law increased the number of inspections at food facilities in the U.S.

to enhance the detection of food borne illness outbreaks and order recalls of tainted food products.

The facilities in which our products

8 unchanged sentences

contains no artificial ingredients, coloring ingredients or chemical preservatives and is minimally processed.

The Company’s products

Mama’s products

were submitted to the USDA and approved as “all natural”.

However, should the USDA change their definition of “all

natural” at some point in the future, or should MamaMancini’s change their existing recipes to include ingredients that do

not meet the USDA’s definition of “all natural”, our results of operations could be adversely affected.

natural” at some point in the future, or should Mama’s change its existing recipes to include ingredients that do not meet

the USDA’s definition of “all natural”, our results of operations could be adversely affected.

FTC and other authorities regulate how we market and advertise our products, and we are currently in compliance with all regulations

10 unchanged sentences

measures that must be used to prevent, eliminate or reduce relevant food-borne hazards.

manufacturing facility is certified in the Safe Quality Food Program.

manufacturing facilities are certified in the Safe Quality Food Program.

These standards are integrated food safety and quality management

5 unchanged sentences

or quality assurance specification packets, including affidavits, certificates of analysis and analytical testing, where required.

quality assurance staff within our manufacturing facility and within our contract manufacturers conduct periodic on-site routine audits

quality assurance staff within our manufacturing facilities and within our contract manufacturers conduct periodic on-site routine audits

of critical ingredient suppliers.

8 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business