What changed in this filing

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Item 1. Financial Statements

2025-09-08 compared with 2025-06-03 · 172 added, 87 removed, 508 unchanged (34% of the section changed)

3 unchanged sentences

(In thousands, except share and per share data)

April 30, 2025 January 31, 2025

July 31, 2025 January 31, 2025

Current Assets:

37 unchanged sentences

250,000,000 shares authorized;

37,834,000 and 37,826,000 shares issued as of April 30, and January 31, 2025, respectively, 37,604,000 and 37,596,000 shares outstanding as of April 30, and January 31, 2025, respectively

38,054,000 and 37,826,000 shares issued as of July 31, and January 31, 2025, respectively, 37,824,000 and 37,596,000 shares outstanding as of July 31, and January 31, 2025, respectively

Additional paid-in capital 27,059 24,882

9 unchanged sentences

For the Three Months Ended

July 31, For the Six Months Ended

2025 2024 2025 2024

Net sales $ 35,203 $ 28,382 $ 70,458 $ 58,220

24 unchanged sentences

(in thousands)

For the Period from February 1, 2025 through April 30, 2025

For the Period from February 1, 2025 through July 31, 2025

Preferred Stock Series B Preferred Stock Common Stock Treasury Stock Additional

5 unchanged sentences

Balance, April 30, 2025 - $ - - $ - 37,834 $ - ( 230 ) $ ( 150 ) $ 25,187 $ 1,401 $ 26,438

For the Period from February 1, 2024 through April 30, 2024

Stock based compensation - - - - 11 - - - 335 - 335

Exercise of stock options - - - - 25 - - - 37 - 37

Payment of related party debt - - - - 184 - - - 1,500 - 1,500

Net income - - - - - - - - - 1,277 1,277

Balance, July 31, 2025 - - - - 38,054 - ( 230 ) ( 150 ) 27,059 2,678 29,587

For the Period from February 1, 2024 through July 31, 2024

Preferred Stock Series B

7 unchanged sentences

Balance, April 30, 2024 - $ - - $ - 37,488 $ - ( 230 ) $ ( 150 ) $ 23,490 $ ( 2,994 ) $ 20,346

Stock based compensation - - - - 77 - - - 316 - 316

Stock issued for the exercise of options - - - - 30 - - - 37 - 37

Issuance of shares for director settlement - - - - 68 - - - 450 - 450

Net income - - - - - - - - - 1,148 1,148

Balance, July 31, 2024 - $ - - $ - 37,663 $ - ( 230 ) $ ( 150 ) $ 24,293 $ ( 1,846 ) $ 22,297

See accompanying notes to the Condensed Consolidated Financial Statements.

2 unchanged sentences

(in thousands)

For the Three Months Ended April 30,

For the Six Months Ended July 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

19 unchanged sentences

Repayment of term loan ( 891 ) ( 776 )

Repayment of related party note - ( 1,200 )

Repayment of finance lease obligations ( 193 ) ( 196 )

1 unchanged sentence

Net Cash Used in Financing Activities ( 1,047 ) ( 2,128 )

Net Increase in Cash 4,861 2,021

Net Increase (Decrease) in Cash 2,234 ( 3,634 )

Cash and cash equivalents at beginning of period 7,150 11,022

6 unchanged sentences

Finance lease asset additions $ — $ 169

Payment of related party debt $ 1,500 $ —

Right-of-use asset recognized $ 4,156 $ 873

Write-off of right-of-use asset $ 451 $ 897

Issuance of stock for director settlement $ — $ 450

Receipt of fixed assets for deposits previously paid $ 74 $ 533

1 unchanged sentence

Mama’s Creations, Inc.

Notes to Condensed Consolidated Financial Statements

April 30, 2025

Notes to Condensed Consolidated Financial Statements (Unaudited)

July 31, 2025

Note 1 - Nature of Operations and Basis of Presentation

5 unchanged sentences

Our subsidiary, MamaMancini’s, Inc.

(“MamaMancinis”), is a marketer, manufacturer and distributor of beef and turkey meatballs with sauce, grilled, roasted and breaded chicken;

(“MamaMancinis”), is a marketer, manufacturer and distributor of meatballs with sauce, grilled, roasted and breaded chicken;

sausage and peppers;

and other similar meats and sauces.

In addition, the Company continues to diversify its product line by introducing new products such as ready-to-serve meals, single-size pasta and rice bowls, bulk deli, and packaged refrigerated protein products.

In addition, the Company continues to diversify its product line by introducing new products such as ready-to-heat meals, single-portion pasta and rice bowls, bulk deli, and packaged refrigerated protein products.

MamaMancini's products feature many all-natural meals that were submitted to the United States Department of Agriculture (the “USDA”) and approved as all-natural.

9 unchanged sentences

On June 28, 2023, the Company completed the acquisition of the remaining 76 % of CIF, in accordance with the terms of the Membership Interest Purchase Agreement dated June 28, 2023 by and among the Company, Siegel Suffolk Family, LLC, and R&I Loeb Family, LLC (the “Sellers”) for approximately $ 3.7 million, including approximately $ 1 million in cash at closing and a $ 2.7 million promissory note (the "CIF Acquisition").

The promissory note required a principal payment of $ 1.2 million in cash on the first anniversary of the closing date (which was made during the year ended January 31, 2025) and requires a payment of $ 1.5 million in common stock of the Company on the second anniversary of the closing date.

The promissory note required a principal payment of $ 1.2 million in cash on the first anniversary of the closing date (which was made during the year ended January 31, 2025) and a payment of $ 1.5 million in common stock of the Company on the second anniversary of the closing date.

As of June 30, 2025, the Company became obligated to issue 184,286 shares of common stock of the Company valued at approximately $ 1.5 million in fulfillment of the final payment obligation.

Note 2 - Summary of Significant Accounting Policies

17 unchanged sentences

GAAP requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes.

Such estimates and assumption s impact, among other items, the following:

Such estimates and assumptions impact, among other items, the following:

allowance for credit losses, the fair value of stock-based compensation, inventory reserves, impairment of goodwill and intangible assets, and estimates for unrealized returns, discounts, and other variable considerations that are netted against revenue.

10 unchanged sentences

The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

The majority of the Company’s cash and cash equivalents are held at one financial institution, which at April 30, 2025, exceeded insured amounts by approximately $ 11.0 million.

The majority of the Company’s cash and cash equivalents are held at one financial institution, which at July 31, 2025, exceeded insured amounts by approximately $ 8.6 million.

The Company believes it mitigates such risk by having this cash and cash equivalents held by a major financial institution.

6 unchanged sentences

Customer balances are written off after all collection efforts are exhausted.

The allowance for credit losses was approximately $ 93 thousand as of April 30, 2025 and January 31, 2025.

During the three months ended April 30, 2025 and April 30, 2024, the Company did not write off any accounts deemed uncollectible.

The allowance for credit losses was approximately $ 93 thousand as of July 31, 2025 and January 31, 2025.

During the three and six months ended July 31, 2025 and July 31, 2024, the Company did not write off any accounts deemed uncollectible.

The Company values its inventory at the lower of cost or net realizable value (“NRV”).

5 unchanged sentences

In addition, and as necessary, specific reserves for future known or anticipated events may be established.

As of April 30, 2025 and January 31, 2025, the reserve for obsolete inventory was approximately $ 95 thousand.

As of July 31, 2025 and January 31, 2025, the reserve for obsolete inventory was approximately $ 95 thousand.

Inventories by major category are as follows (in thousands):

April 30, 2025 January 31, 2025

July 31, 2025 January 31, 2025

Raw materials and packaging $ 3,109 $ 1,654

5 unchanged sentences

Depreciation expense is computed using the straight-line method over the estimated useful lives of the assets.

Asset lives for financial statement reporting of depreciation are:

Asset lives for financial statement reporting of depreciation expense are:

Machinery and equipment 2 - 7 years

11 unchanged sentences

The Company evaluates qualitative factors to determine if it is more likely than not that the fair value is less than the carrying value and whether it is necessary to perform goodwill impairment testing.

As of April 30, 2025 and April 30, 2024, there were no impairment losses recognized for goodwill.

As of July 31, 2025 and July 31, 2024, there were no impairment losses recognized for goodwill.

Other Intangible Assets

14 unchanged sentences

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.

The Company's financial assets that were accounted for at fair value on a recurring basis as of April 30, 2025 and January 31, 2025 were as follows (in thousands):

April 30, 2025 January 31, 2025

The Company's financial assets that were accounted for at fair value on a recurring basis as of July 31, 2025 and January 31, 2025 were as follows (in thousands):

July 31, 2025 January 31, 2025

Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total

3 unchanged sentences

Research and development is expensed as incurred.

Research and development expenses were $ 73 thousand and $ 104 thousand for the three months ended April 30, 2025 and April 30, 2024, respectively.

Research and development expenses were $ 55 thousand and $ 128 thousand for the three and six months ended July 31, 2025, respectively compared to $ 93 thousand and $ 197 thousand for the three and six months ended July 31, 2024, respectively.

Revenue Recognition

13 unchanged sentences

The Company’s contracts are all short-term in nature;

therefore, there are no unsatisfied performance obligations requiring disclosure as of April 30, 2025 and January 31, 2025.

therefore, there are no unsatisfied performance obligations requiring disclosure as of July 31, 2025 and January 31, 2025.

Reductions in the transaction price attributable to items such as slotting fees, sales discounts, and allowances are accounted for as a direct reduction of revenues as follows (in thousands):

For the Three Months Ended

April 30, 2025 April 30, 2024

July 31, 2025 July 31, 2024

Gross Sales $ 36,003 $ 28,704

1 unchanged sentence

Net Sales $ 35,203 $ 28,382

For the Six Months Ended

July 31, 2025 July 31, 2024

Gross Sales $ 73,507 $ 59,102

Trade Incentives and Promotions 3,049 882

Net Sales $ 70,458 $ 58,220

Disaggregation of Revenue from Contracts with Customers.

The following table disaggregates gross revenue by significant geographic area for the three months ended April 30, 2025 and 2024 (in thousands):

The following table disaggregates gross revenue by significant geographic area for the three months ended July 31, 2025 and 2024 (in thousands):

For the Three Months Ended

April 30, 2025 April 30, 2024

July 31, 2025 July 31, 2024

Northeast $ 8,678 $ 8,690

3 unchanged sentences

Total gross sales $ 36,003 $ 28,704

For the Six Months Ended

July 31, 2025 July 31, 2024

Northeast $ 18,581 $ 18,257

Southeast 17,706 15,707

Midwest 19,989 12,152

West 17,231 12,986

Total gross sales $ 73,507 $ 59,102

Costs of Sales

1 unchanged sentence

Costs incurred for producing and communicating advertising for the Company are charged to operations as incurred and are included in selling, general and administrative expenses.

Advertising expenses for the three months ended April 30, 2025 and April 30, 2024 were $ 814 thousand and $ 476 thousand, respectively.

Advertising expenses were $ 709 thousand and $ 1.5 million for the three and six months ended July 31, 2025, respectively, compared to $ 404 thousand and $ 817 thousand for the three and six months ended July 31, 2024 .

St ock-Based Compensation

3 unchanged sentences

Each performance stock unit award entitles the participant to earn shares of common stock upon the attainment of certain market conditions and/or certain performance goals over the applicable performance period.

The recognition of the compensation expense for the performance stock awards is based upon the probable outcome of the market condition and performance conditions and is based on the fair value of the award on the date of grant.

The recognition of the

compensation expense for the performance stock awards is based upon the probable outcome of the market condition and performance conditions and is based on the fair value of the award on the date of grant.

To determine the value of PSUs with market conditions for stock-based compensation purposes, the Company used a Monte Carlo simulation valuation model.

Forfeitures are recognized when they occur.

The Company's performance against the defined goals is re-evaluated on a quarterly basis throughout the performance period and the recognition of the compensation expense is adjusted for subsequent changes in the estimated or actual outcome.

The Company's performance against the defined goals is reevaluated on a quarterly basis throughout the performance period and the recognition of the compensation expense is adjusted for subsequent changes in the estimated or actual outcome.

The Company values stock options and warrants using the Black-Scholes option pricing model.

2 unchanged sentences

If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service.

The Company has granted restricted stock units ("RSUs") that entitle the participant to earn shares of common stock so long as they continuously provide service to the Company through a given date.

The Company has granted restricted stock units ("RSUs") that entitle the participant to earn shares of common stock as long as they continuously provide service to the Company through a given date.

The Company values RSUs by multiplying the underlying shares of common stock by the closing stock price on the date of the grant, and the related expense is recognized ratably over the vesting period of the awards.

If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service.

Earnings Per Share

5 unchanged sentences

For the Three Months Ended

April 30, 2025 April 30, 2024

July 31, 2025 July 31, 2024

Net income $ 1,277 $ 1,148

10 unchanged sentences

(a) – Anti-dilutive securities excluded — —

For the Six Months Ended

July 31, 2025 July 31, 2024

Net income attributable to common stockholders $ 2,514 $ 1,701

Effect of dilutive securities:

Diluted net income 2,514 1,701

Weighted average common shares outstanding – basic 37,643 37,298

Dilutive securities (a):

Restricted stock 323 343

Options 52 54

Performance stock awards 1,690 1,840

Weighted average common shares outstanding and assumed conversion – diluted 39,708 39,535

Basic net income per common share $ 0.07 $ 0.05

Diluted net income per common share $ 0.06 $ 0.04

(a) – Anti-dilutive securities excluded 39 -

(a) Option grants of 38,806 were excluded from the earnings per shares calculation for the six months ended July 31, 2025, because the grant date fair value of the options are greater than the average market price of the Company's common stock during the period and inclusion would have been anti-dilutive.

Income taxes are provided in accordance with ASC 740, “ Accounting for Income Taxes.

3 unchanged sentences

Deferred tax assets are adjusted for the effects of changes in tax laws and rates on the date of enactment.

As of April 30, 2025 and January 31, 2025, the Company recognized a deferred tax asset of $ 469 thousand and $ 258 thousand, respectively, which is included in other long-term assets on the Condensed Consolidated Balance Sheets.

As of July 31, 2025 and January 31, 2025, the Company recognized a deferred tax asset of $ 516 thousand and $ 258 thousand, respectively, which is included in other long-term assets on the Condensed Consolidated Balance Sheets.

The Company regularly evaluates the need for a valuation allowance related to the deferred tax assets.

3 unchanged sentences

Improvements to Reportable Segment Disclosures.

" The new guidance is intended to improve reportable segment disclosure requirements primarily

through enhanced disclosures about significant segment expenses.

" The new guidance is intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

The amendment is effective retrospectively for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

6 unchanged sentences

" The new guidance is intended to enhance the transparency and decision usefulness of income tax disclosures.

The amendments in the ASU address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information.

The amendments in the ASU address investor requests for enhanced income tax information primarily through changes to

the rate reconciliation and income taxes paid information.

The amendment is effective retrospectively for fiscal years beginning after December 15, 2024.

15 unchanged sentences

Note 3 – Property Plant and Equipment, Net:

Property plant and equipment, net, on April 30, 2025 and January 31, 2025 were as follows (in thousands):

April 30, 2025 January 31, 2025

Property plant and equipment, net, on July 31, 2025 and January 31, 2025 were as follows (in thousands):

July 31, 2025 January 31, 2025

Machinery and Equipment $ 8,747 $ 7,982

4 unchanged sentences

Total $ 9,377 $ 9,387

Depreciation expense was approximately $ 554 thousand and $ 292 thousand for the three months ended April 30, 2025 and April 30, 2024, respectively .

Depreciation expense was approximately $ 583 thousand and $ 1,137 thousand for the three and six months ended July 31, 2025, respectively, compared to $ 314 thousand and $ 606 thousand for the three and six months ended July 31, 2024, respectively .

Note 4 – Intangible Assets, Net

Intangible assets, net, consisted of the following at April 30, 2025 (dollars in thousands):

Intangible assets, net, consisted of the following at July 31, 2025 (dollars in thousands):

Amount Accumulated

11 unchanged sentences

Total intangible assets $ 6,497 $ ( 3,061 ) $ 3,436

Amortization expense was approximately $ 370 thousand and $ 380 thousand for the three months ended April 30, 2025 and April 30, 2024, respectively.

Amortization expense was approximately $ 381 thousand and $ 751 thousand for the three and six months ended July 31, 2025, respectively, compared to $ 388 thousand and $ 768 thousand for the three and six months ended July 31, 2024, respectively.

We expect the estimated aggregate amortization expense for each of the succeeding fiscal years to be as follows (in thousands):

3 unchanged sentences

Accounts payable and accrued expenses are composed of the following (in thousands):

April 30, 2025 January 31, 2025

July 31, 2025 January 31, 2025

Trade accounts payable $ 8,105 $ 9,051

9 unchanged sentences

The promissory note requires annual principal payments of $ 750 thousand, payable on each anniversary of the closing, together with accrued interest at a rate of three and one-half percent ( 3.5 %) per annum.

As of both April 30, and January 31, 2025, the outstanding balance under the note was $ 750 thousand, which was recorded as Promissory notes – related parties in the Company’s Condensed Consolidated

Balance Sheets.

Interest expense related to this note was approximately $ 7 thousand and $ 13 thousand for the three months ended April 30, 2025 and April 30, 2024, respectively.

As of April 30, 2025 and January 31, 2025, accrued interest was approximately $ 9 thousand and $ 2 thousand, respectively.

As of both July 31, and January 31, 2025, the outstanding balance under the note was $ 750 thousand, which was recorded as Promissory notes – related parties in the Company’s Condensed Consolidated Balance Sheets.

Interest expense related to this note was approximately $ 7 thousand and $ 13 thousand for the three and six months ended July 31, 2025, respectively, compared to $ 13 thousand and $ 26 thousand for the three and six months ended July 31, 2024, respectively.

As of July 31, 2025 and January 31, 2025, accrued interest was approximately $ 15 thousand and $ 2 thousand, respectively.

The Company leases 20,188 square feet in a fully contained facility in Farmingdale, NY from 148 Allen Blvd LLC for production and distribution of Creative Salads and Olive Branch products.

2 unchanged sentences

This lease term is through November 30, 2031 with the option to extend the lease for two additional ten-year terms with base rent of approximately $ 20 thousand per month through December 31, 2026, increasing after that date to approximately $ 24 thousand per month through the end of the initial lease term.

The exercise of optional renewal is uncertain and, therefore, excluded from the calculation of the right of use asset.

Rent expense and other ancillary charges pursuant to the lease for the three months ended April 30, 2025 and April 30, 2024 were approximately $ 84 thousand and $ 77 thousand, respectively.

exercise of optional renewal is uncertain and, therefore, excluded from the calculation of the right of use asset.

Rent expense and other ancillary charges pursuant to the lease for the three and six months ended July 31, 2025 were approximately $ 84 thousand and $ 168 thousand, respectively, compared to $ 81 thousand and $ 159 thousand for the three and six months ended July 31, 2024, respectively.

Note 7 – Loan and Security Agreements

7 unchanged sentences

The facility is supported by a first priority security interest in all of the Company’s business assets and is further subject to various affirmative and negative financial covenants.

The Company was in compliance with the covenants as of April 30, and January 31, 2025.

The Company was in compliance with the covenants as of July 31, and January 31, 2025.

Advances under the line of credit are limited to eighty percent ( 80 %) of eligible accounts receivable (which is subject to an agreed limitation and is further subject to certain asset concentration provisions) and fifty percent ( 50 %) of eligible inventory (which is subject to an agreed dollar limitation).

All advances under the line of credit are due upon maturity.

There were no outstanding balances on the line of credit as of April 30, or January 31, 2025.

During the three months ended April 30, 2025 and April 30, 2024, the Company incurred no interest on the working capital line.

On December 29, 2021, the Com pany entered into a loan with M&T Bank for the original principal amount of $ 7.5 million, payable in equal monthly principal installments over a 60 -month amortization period (the “Acquisition Note”).

There were no outstanding balances on the line of credit as of July 31, or January 31, 2025.

During the three and six months ended July 31, 2025 and July 31, 2024, the Company incurred no interest on the working capital line.

All of the proceeds of the loan were used to fund a portion of the consideration for the acquisition of the Creative Salads and Olive Branch businesses.

The Acquisition Note is scheduled to mature on January 17, 2027.

The outstanding balance under the Acquisition Note accrues interest based on the Senior Funded Debt/EBITDA Ratio (as defined in the Acquisition Note).

The T&L Note is scheduled to mature on January 17, 2027.

The outstanding balance under the T&L Note accrues interest based on the Senior Funded Debt/EBITDA Ratio (as defined in the T&L Note).

If the Senior Funded Debt/EBITDA ratio is:

3 unchanged sentences

provided that in all events the rate shall not be less than the recited percentage point margin over 0 %.

As of April 30, 2025 , the outstanding balance and unamortized discount of the Acquisition Note were approximately $ 2.4 million and $ 19 thousand, respectively.

As of January 31, 2025 , the outstanding balance and unamortized discount of the Acquisition Note were approximately $ 2.9 million and $ 22 thousand, respectively.

During the three months ended April 30, 2025 and 2024 , the Company incurred interest of approximately $ 47 thousand, and $ 86 thousand, respectively.

As of July 31, 2025 , the outstanding balance and unamortized discount of the T&L Note was approximately $ 2.0 million and $ 16 thousand, respectively.

As of January 31, 2025 , the outstanding balance and unamortized discount of the T&L Note were approximately $ 2.9 million and $ 22 thousand, respectivel y.

During the three and six months ended July 31, 2025 the Company incurred interest of approximately $ 39 thousand, and $ 87 thousand, respectively, compared to $ 80 thousand and $ 166 thousand for the three and six months ended July 31, 2024, respectively.

Note 8 – Concentrations

For the three months ended April 30, 2025, two customers accounted for approximately 36 % and 27 % of gross revenue, respectively.

For the three months ended April 30, 2024, one customer accounted for approximately 43 % of gross revenue.

As of April 30, 2025, two customers represented approximately 16 % and 13 % of the total gross outstanding receivables, respectively.

For the three months ended July 31, 2025, one customer accounted for approximately 53 % of gross revenue.

For the three months ended July 31, 2024, two customers accounted for approximately 38 % and 11 % of gross revenue, respectively.

For the six months ended July 31, 2025, two customers accounted for approximately 44 % and 17 % of gross revenue, respectively.

For the six months ended July 31, 2024, one customer accounted for approximately 40 % of gross revenue.

As of July 31, 2025, two customers represented approximately 25 % and 19 % of the total gross outstanding receivables, respectively.

As of January 31, 2025, two customers represented approximately 38 % and 16 % of total gross outstanding receivables, respectively.

9 unchanged sentences

Forfeited ( 12,386 ) $ 6.86

Outstanding – April 30, 2025 449,580 $ 3.48

During the three months ended April 30, 2025, the Company recognized stock-based compensation expense related to restricted stock units of an aggregate of approximately $ 152 thousand, compared to approximately $ 114 thousand for the three months ended April 30, 2024.

Outstanding – July 31, 2025 572,600 $ 4.49

During the three and six months ended July 31, 2025, the Company recognized stock-based compensation expense related to restricted stock units of an aggregate of approximately $ 182 thousand and $ 334 thousand respectively, compared to approximately $ 197 thousand and $ 311 thousand for the three and six months ended July 31, 2024, respectively.

The restricted stock expense was recorded to selling, general and administrative expenses or cost of goods sold depending on the nature of the related employee's expense on the Condensed Consolidated Statement of Operations.

As of April 30, 2025, there was unrecognized stock-based compensation of approximately $ 1.3 million related to future vesting of restricted stock units.

As of July 31, 2025, there was unrecognized stock-based compensation of approximately $ 2.2 million related to future vesting of restricted stock units.

The following is a summary of the Company’s option activity:

8 unchanged sentences

Expired/forfeited - $ -

Outstanding – April 30, 2025 103,806 $ 3.76 7.97 $ 333

Exercisable – April 30, 2025 - $ - 0.00 $ -

Outstanding – July 31, 2025 78,806 $ 4.48 7.99 $ 298

Exercisable – July 31, 2025 7,500 $ 1.48 6.87 $ 51

The Company values stock options using the Black-Scholes option pricing model.

1 unchanged sentence

If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service.

For the three months ended April 30, 2025, the Company recognized stock-based compensation expense related to options of approximately $ 22 thousand compared to $( 1 ) thousand for the three months ended April 30, 2024.

For the three and six months ended July 31, 2025, the Company recognized stock-based compensation expense related to options of approximately $ 21 thousand and $ 43 thousand, respectively, compared to approximately $ 8 thousand and $ 7 thousand for the three and six months ended July 31, 2024, respectively.

The stock-based compensation expense related to the options is included in selling, general and administrative expenses on the accompanying Condensed Consolidated Statements of Operations.

During the three months ended April 30, 2024, certain employees and contractors resigned from the Company, which resulted in the reversal of approximately $ 11 thousand of previously recognized stock-based compensation expense.

At April 30, 2025, there was unrecognized stock-based compensation expense related to the issuance of options of approximately $ 169 thousand.

At July 31, 2025, there was unrecognized stock-based compensation expense related to the issuance of options of approximately $ 148 thousand.

During the three and six months ended July 31, 2025, there were 25 thousand options exercised at a weighted average exercise price of $ 1.48 per share resulting in the issuance of 25 thousand shares of common stock.

The Company received approximately $ 37 thousand for the exercise of these options.

Performance Stock Units

During the three months ended April 30, 2025, the Company granted to its Chief Executive Officer PSUs with a target payout of 94,200 shares of common stock.

The PSU award is eligible to vest and settle into between 50 % and 110 % of the

target shares based on the Company's actual performance against threshold, target, and maximum adjusted EBITDA.

The PSUs were valued at approximately $ 600 thousand during the three months ending April 30, 2025.

No outstanding PSUs vested in the three months ended April 30, 2025.

During each of the three months ended April 30, 2025 and April 30, 2024, the Company recognized stock-based compensation expense related to PSUs of approximately $ 130 thousand.

During the six months ended July 31, 2025, the Company granted to its Chief Executive Officer PSUs with a target payout of 94,200 shares of common stock.

The PSU award is eligible to vest and settle into between 50 % and 110 % of the target shares based on the Company's actual performance against threshold, target, and maximum adjusted EBITDA.

The PSUs were valued at approximately $ 600 thousand during the three and six months ending July 31, 2025.

No outstanding PSUs vested in the three and six months ended July 31, 2025.

During each of the three and six months ended July 31, 2025, the

Company recognized stock-based compensation expense related to PSUs of approximately $ 263 thousand and $ 130 thousand, respectively, compared to approximately $ 183 thousand and $ 91 thousand for the three and six months ended July 31, 2024, respectively.

The stock-based compensation expense related to the PSUs is included in selling, general and administrative expenses on the accompanying Condensed Consolidated Statements of Operations.

14 unchanged sentences

In order to continue exclusivity, the Company must pay a minimum royalty of $ 125,000 each year.

The Company incurred approximately $ 357 thousand of royalty expenses for the three months ended April 30, 2025, compared to $ 182 thousand for the three months ended April 30, 2024.

The Company incurred approximately $ 126 thousand and $ 483 thousand of royalty expenses for the three and six months ended July 31, 2025 respectively, compared to $ 123 thousand and $ 305 thousand for the three and six months ended July 31, 2024, respectively.

Royalty expenses are included in selling, general and administrative expenses on the Condensed Consolidated Statements of Operations.

10 unchanged sentences

The amended lease expands the space available to the Company, has a monthly rent starting at approximately $ 73 thousand increasing over time to approximately $ 84 thousand from February 1, 2025 to January 31, 2030, and required an initial direct payment of approximately $ 200 thousand.

On the effective date of the lease amendment, the Company recognized a right of use asset and corresponding lease liability of approximately $ 4.2 million.

On the effective date of the lease amendment, the Company recognized a right of use ("ROU") asset and corresponding lease liability of approximately $ 4.2 million.

We have operating leases for offices and other facilities used for our operations.

2 unchanged sentences

Supplemental cash flow and other information related to leases was as follows (in thousands):

April 30, 2025 April 30, 2024

July 31, 2025 July 31, 2024

Cash paid for amounts included in the measurement of lease liabilities

2 unchanged sentences

The following table shows the weighted average lease term and weighted average discount rate for our ROU lease assets:

April 30, 2025 January 31, 2025

July 31, 2025 January 31, 2025

Weighted average remaining lease term (in years)

16 unchanged sentences

Note 12 - Income Tax Provision

The Company’s effective tax rate for the three months ended April 30, 2025 and April 30, 2024 was 18.5 % and 24.5 %, respectively.

The Company’s effective tax rate for the three and six months ended July 31, 2025 was 22.4 % and 20.5 %, respectively.

Differences from the statutory rate primarily relate to state taxes.

As of April 30, 2025, and January 31, 2025, the net deferred tax asset was approximately $ 469 thousand and $ 258 thousand, respectively.

As of July 31, 2025, and January 31, 2025, the net deferred tax asset was approximately $ 516 thousand and $ 258 thousand, respectively.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

1 unchanged sentence

Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

There was no valuation allowance on the Company's deferred tax assets as of April 30, 2025 or January 31, 2025.

There was no valuation allowance on the Company's deferred tax assets as of July 31, 2025 or January 31, 2025.

The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements.

ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the Company has taken or expects to take in its tax return.

For those benefits

to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss carryforward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

operating loss carryforward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, extending key provisions of the 2017 Tax Cuts and Jobs Act including, but not limited to, the restoration of 100% bonus depreciation, the introduction of new Section 174A permitting immediate expensing of domestic research and experimental expenditures, modifications to Section 163(j) interest expense limitations, and the expansion of Section 162(m) aggregation requirements.

The Company is currently assessing the impact of the OBBBA and an estimate of the impact on the Company's Condensed Consolidated financial statements is not yet available.

Note 13 - Segment Information

For the three months ended April 30, 2025 and April 30, 2024 the Company was managed as a single operating segment.

For the three and six months ended July 31, 2025 and July 31, 2024 the Company was managed as a single operating segment.

The Chief Executive Officer, who is also the Company’s Chief Operating Decision Maker (“CODM”), reviews financial information on an aggregate basis for purposes of allocating resources and assessing financial performance, as well as for making strategic operational decisions and managing the organization.

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Additionally, all of the Company’s assets are maintained in the United States.

Segment reporting for the three months ended April 30, (in thousands):

For the Three Ended

April 30, 2025 April 30, 2024

Segment reporting for the three and six months ended July 31, (in thousands):

For the Three Months Ended

July 31, 2025 July 31, 2024

Net sales $ 35,203 $ 28,382

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Consolidated net income $ 1,277 $ 1,148

For the Six Months Ended

July 31, 2025 July 31, 2024

Net sales $ 70,458 $ 58,220

Costs of sales 52,503 43,878

Gross profit 17,955 14,342

Research and development 128 197

Direct Variable Costs (b)

Other selling, general, and administrative expenses 10,124 8,190

Total operating expenses 14,677 11,957

Income from operations 3,278 2,385

Interest expense ( 165 ) ( 249 )

Interest income 55 155

Amortization of debt discount ( 6 ) ( 10 )

Income tax expense ( 648 ) ( 580 )

Segment net income 2,514 1,701

Reconciliation of profit

Adjustments and reconciling items — —

Consolidated net income $ 2,514 $ 1,701

(a) The significant expense categories and amounts align with the information that is regularly provided to the Chief Operating Decision Maker.

(b) This category contains commission expenses, royalty expenses, and freight-related expenses.

Note 14 - Subsequent Events

On August 28, 2025, the Company entered into an Amended and Restated Loan and Security Agreement (the “A&R Loan Agreement”) with M&T Bank.

The A&R Loan Agreement provides the Company with a senior secured credit facility (the “Credit Facility”) consisting of (i) an existing term loan in the outstanding principal amount of approximately $ 1.9 million (the "Term Loan Facility"), (ii) a $ 5.5 million revolving credit facility (the “Revolving Loan Facility”), and (iii) a $ 20 million non-revolving line of credit (the “PA Line”).

The Company made an initial draw on the PA Line on August 28, 2025 in the amount of $ 19.0 million to finance the Acquisition and related expenses.

The PA Line advances are subject to mandatory prepayment equal to 25 % of annual Excess Cash Flow (as defined in the A&R Loan Agreement) within 150 days of fiscal year end.

The Company may use the proceeds of the Term Loan Facility and Revolving Loan Facility for working capital and general corporate purposes and the remaining proceeds of the PA Line for other permitted acquisitions.

The principal outstanding under the Credit Facility bears interest at a variable rate per annum based on the Company’s Senior Funded Debt/EBITDA Ratio (as defined in the A&R Loan Agreement) with respect to the Company as of the date of any advance under the loans as follows:

if the Senior Funded Debt/EBITDA ratio is:

(i) greater than 2.25 , 3.25 percentage points above the applicable index rate;

(ii) greater than 1.50 but less than 2.25 , 2.75 percentage points above the applicable index rate;

and (iii) less than or equal to 1.50 , 2.25 percentage points above the applicable index rate.

The applicable index rate is daily simple SOFR for the Revolving Loan Facility, the Term Loan Facility and, until the permanent loan period, the PA Line.

After any advance under the PA Line is converted to an amortizing term loan, the applicable index rate for such advance will be one month term SOFR.

On September 2, 2025, Jubilee Acquisition, Inc., a wholly-owned, subsidiary of the Company completed an acquisition (the “Acquisition”) of substantially all of the assets of Crown I Enterprises Inc.

(“Crown I”), a full-service manufacturer of value-added proteins and ready-to-eat meals and a wholly-owned, subsidiary of Sysco Corporation for $ 17.5 million in cash, subject to certain adjustments (including a customary working capital adjustment).

On September 2, 2025, the Company entered into a securities purchase agreement with the purchasers named therein, for the private placement (the “Private Placement”) of 2,666,667 shares of the Company’s common stock, at a purchase price

of $ 7.50 per share.

The Private Placement has closed and resulted in gross proceeds of approximately $ 20.0 million to the Company before deducting placement agent fees and offering expenses.

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-Q

Item 1. Financial Statements