Mama's Creations, Inc. 10-Q

Item 5. Other Information. Rule 10b5-1 Trading Plans On June 24, 2024 , Adam Michaels , our Chief Executive Officer , entered into a Rule 10b5-1 trading arrangement that is intended to qualify as an “eligible sell-to-cover transaction” (as described in Rule 10b5-1(c)(1)(ii)(D)(3) under the Exchange Act). The sell-to-cover arrangement applies to restricted stock units (RSUs) that vest based on the passage of time. The arrangement provides for the automatic sale of shares of the Company’s common stock for each settlement date of a covered RSU in an amount necessary to satisfy the applicable withholding obligations. The number of shares that will be sold under this arrangement is not currently determinable, as the number will vary based on the extent to which vesting conditions are satisfied and the market price of our common stock at the time of settlement. The duration of this arrangement is until the final vesting date of the applicable RSUs, or earlier termination of employment. On July 17, 2025, Mr. Michaels supplemented the trading arrangement to include up to 120,620 shares of common stock underlying equity compensation awards received after June 24, 2024. Except as described above, during the three months ended July 31, 2025, no director or executive officer adopted , modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K. 33 Table of Contents Item 6. Exhibits. Exhibit No. Description 2.1 Asse t Purchase Agreement dated September 2, 2025, by and among Jubilee, Crown I and Sysco Holdings , L LC (incorporated by reference from Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on September 2, 2025). 3.1 Articles of Incorporation of Mama’s Creations, Inc. (incorporated by reference from Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed on May 24, 2011). 3.2 Certificate of Amendment to Certificate of Incorporation of Mama’s Creations, Inc. (incorporated by reference from Exhibit 3.4 to the Company’s Current Report on Form 8-K filed on March 8, 2013). 3.3 Certificate of Amendment to Articles of Incorporation of Mama’s Creations, Inc. (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 1, 2023). 3.4 Second Amended and Restated Series A Convertible Preferred Stock Certificate of Designation (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 10, 2015). 3.5 Series B Preferred Stock Certificate of Designation (incorporated by reference from Exhibit 3.4 to the Company’s Registration Statement on Form S-3 filed on June 2, 2023). 3.6 Second Amended and Restated Bylaws of Mama’s Creations, Inc. (incorporated by reference from Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on August 1, 2023). 10.1 Amended and Restated Loan and Security Agreement dated August 28, 2025, by and among the Company, Jubilee Acquisition, Inc., Mamamancini’s, Inc., T&L Acquisition Corp and M&T (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 2, 2025). 10.2 Term Note dated August 28, 2025 executed by the Company (incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 2, 2025). 10.3 Multiple Disbursement Term Note dated August 28, 2025 executed by the Company (incorporated by reference from Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on September 2, 2025). 10.4 Second Amended and Restated Revolving Line Note dated August 28, 2025 executed by the Company and T&L Acquisition Corp. (incorporated by reference from Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on September 2, 2025). 10.5 Form of Securities Purchase Agreement dated September 2, 2025, by and among the Company and the investors party thereto (incorporated by reference from Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on September 2, 2025). 10.6 Form of Registration Rights Agreement dated September 2, 2025, by and among the Company and the investors party thereto (incorporated by reference from Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on September 2, 2025). 31.1* Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of Principal Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification of Principal Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101* Financial statements from the quarterly report on Form 10-Q for the quarter ended July 31, 2025, as filed with the Securities and Exchange Commission, formatted in inline eXtensible Business Reporting Language (iXBRL): (i) Condensed Consolidated Balance Sheets; (ii) Condense Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Changes in Stockholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows, (v) Notes to Condensed Consolidated Financial Statements, and (vi) the information set forth in Part II, Item 5 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 34 Table of Contents * Filed herewith. 35 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MAMA’S CREATIONS, INC. Date: September 8, 2025 By: /s/ Adam L. Michaels Name: Adam L. Michaels Title: Chief Executive Officer (Duly Authorized Officer) By: /s/ Anthony Gruber Name: Anthony Gruber Title: Chief Financial Officer (Principal Financial and Accounting Officer) 36