What changed in this filing

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Item 1. Business

2024-04-24 compared with 2023-04-26 · 141 added, 319 removed, 30 unchanged (94% of the section changed)

MamaMancini’s

Holdings, Inc.

(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

to commercialize our initial products.

On March 5, 2012, the members of MamaMancini’s LLC, holders of 4,700 units (the “Units”)

of MamaMancini’s LLC, exchanged the Units for 15,000,000 shares of common stock and those certain options to purchase an additional

223,404 shares of MamaMancini’s Inc.

(the “Exchange”).

Upon consummation of the Exchange, MamaMancini’s LLC ceased

to exist and all further business has been and continues to be conducted by MamaMancini’s Inc.

January 24, 2013, Mascot, Mascot Properties Acquisition Corp, a Delaware corporation and wholly-owned subsidiary of the Company (“Merger

Sub”), MamaMancini’s Inc., a privately-held Delaware Corporation headquartered in New Jersey (“Mama’s”)

and David Dreslin, an individual (the “Majority Shareholder”), entered into an Acquisition Agreement and Plan of Merger (the

“Agreement”) pursuant to which the Merger Sub was merged with and into Mama’s, with Mama’s surviving as a wholly-owned

subsidiary of the Company (the “Merger”).

The transaction (the “Closing”) took place on January 24, 2013 (the

“Closing Date”).

Mascot acquired, through a reverse triangular merger, all of the outstanding capital stock of Mama’s

in exchange for issuing Mama’s shareholders (the “Mama’s Shareholders”), pro-rata, a total of 20,054,000 shares

of the Company’s common stock.

As a result of the Merger, the Mama’s Shareholders became the majority shareholders of Mascot.

Immediately following the Closing of the Agreement, Mascot changed its business plan to that of Mama’s.

On March 8, 2013, Mascot

received notice from the Financial Industry Regulatory Authority (“FINRA”) that its application to change its name and symbol

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

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

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

Acquisition, Inc., a Nevada corporation and wholly owned subsidiary of MamaMancini’s (“Merger Sub”), completed a merger

transaction whereby JEFE merged with and into Merger Sub, with Merger Sub continuing as the surviving entity and a wholly owned subsidiary

of MamaMancini’s.

Under the terms of the Merger Agreement and in connection with the merger, the Company acquired all assets of

The consideration for the transaction was (a) the extinguishment of the Inter-Company Loan between the parties, (b) the assumption

by the Company of all JEFE accounts payable and accrued expenses (c) assumption by the Company of certain third-party loans to JEFE totaling

approximately $782,000 and (d) indemnification of Carl Wolf with respect to his collateralization of a bank loan to JEFE in the amount

of approximately $250,000.

As a result of the transaction, (i) the Company became the sole shareholder of JEFE, which became a wholly-owned

subsidiary of the Company.

No cash or stock was exchanged in connection with the transaction.

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

(“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).

Mama's Creations, Inc.

(together with its subsidiaries, the “Company”), was originally organized on July 22, 2009 as a Nevada corporation called Mascot Properties, Inc.

On February 22, 2010, MamaMancini’s LLC was formed as a limited liability company under the laws of the state of New Jersey in order to commercialize our initial products.

On March 5, 2012, the members of MamaMancini’s LLC exchanged their equity for shares in MamaMancini's Inc., a Delaware Corporation ("MamaMancini's").

On January 24, 2013, pursuant to an Acquisition Agreement and Plan of Merger, Mascot Properties Acquisition Corp, a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), merged with and into MamaMancini’s, resulting in MamaMancini's becoming a wholly owned subsidiary of the Company (the “Merger”).

On March 8, 2013, Mascot received notice from the Financial Industry Regulatory Authority (“FINRA”) that its application to change its name and symbol had been approved effective Monday, March 11, 2013, Mascot began trading under its new name, “MamaMancini’s Holdings, Inc.” and under the symbol “MMMB.”

On November 1, 2017, the Company acquired Joseph Epstein Food Enterprises, Inc., a New Jersey corporation and manufacturer of food products (“JEFE”), pursuant to a merger with MMMB Acquisition, Inc., a Nevada corporation and wholly owned subsidiary of MamaMancini’s.

On December 29, 2021, the Company completed two additional acquisitions – T&L Creative Salads (“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, 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 percent (3.5%) per annum.

The Note holder is T&L Creative Salads Inc., and it is guaranteed by the Company.

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

Anthony Morello, Jr.

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) 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

roots go back to our founder Dan Dougherty, whose grandmother Anna “Mama” Mancini emigrated from Bari, Italy to Bay Ridge,

Brooklyn in 1921.

On 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.

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 $3.7 million , including approximately $1.0 million in cash at closing and a $2.7 million promissory note.

Reflecting the evolution of the Company from its origins as a home style, old world Italian food company to a broader provider of products featuring all-natural specialty prepared refrigerated foods for sale in retailers around the country, on July 31, 2023, the Company changed its name from “MamaMancini’s Holdings, Inc.” to “Mama’s Creations, Inc.” and began trading under its new ticker symbol "MAMA" on August 2, 2023.

Mama’s Creations 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.

Mama’s Creations’ roots go back to our founder, Dan Dougherty, whose grandmother Anna “Mama” Mancini emigrated from Bari, Italy to Bay Ridge, Brooklyn in 1921.

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 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”

Our products appeal to health-conscious consumers who seek to avoid artificial flavors, synthetic colors and preservatives that

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.

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

Over time, we have expanded our core product lines through acquisitions and internal development and today our product line includes 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.

Our products include the Mama Mancini's brand featuring many all-natural meals that contain a minimum number of ingredients, many of which are derived from the original recipes of Anna “Mama” Mancini.

Our products appeal to health-conscious consumers who seek to avoid artificial flavors, synthetic colors and preservatives that are used in many conventional packaged foods.

The 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.

Many of 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 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.

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.

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

Our 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 that 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.

is the world’s largest direct to consumer marketer.

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

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 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

limited number of large retail customers, primarily in pre-packaged containers.

Olive Branch products are manufactured at the same facility

as T&L in Farmingdale, NY.

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.

Our MamaMancini’s products are founded upon Anna “Mama” Mancini’s old-world

Italian recipes.

We believe the authenticity of our products has enabled us to build and maintain loyalty and trust among our current

customers and will help us attract new customers.

Additionally, we continuously receive positive customer testimonials regarding

the great taste and quality of our products.

We sell directly to both food retailers and food distributors.

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

QVC is the world’s largest direct to consumer marketer.

Olive Branch concentrates on selling olives, olive mixes, and savory products to a limited number of large retail customers, primarily in pre-packaged containers.

Olive Branch products are manufactured at the same facility as T&L in Farmingdale, NY.

Industry Overview

Our 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.

Our Strengths

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

• Authentic recipes and great taste.

Our MamaMancini’s products are founded upon Anna “Mama” Mancini’s old-world Italian recipes.

We believe the authenticity of our products has enabled us to build and maintain loyalty and trust

among our current customers and will help us attract new customers.

Additionally, we continuously receive positive customer testimonials regarding the great taste and quality of our products.

• 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 made only from high-quality natural ingredients.

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.

Virtually every product we offer is ready-to-serve within 10 minu tes, 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.

• Great value.

We strive to provide our customers with great tasting products using healthy ingredients at an affordable price, many of which are all-natural.

Typical retail prices range fro m $7.99 to $9.99 per pound for freshly prepared 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 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.

While we pride ourselves on our traditional beef and turkey meatballs and grilled chicken offerings, we have continuously made efforts to grow and diversify our line of products while maintaining our high standards for healthy ingredients and great taste.

Customers/Management

Strong consumer

• Strong consumer loyalty.

Many of our consumers are loyal and enthusiastic brand advocates.

Our consumers trust us to deliver great-tasting products

made with all-natural ingredients.

Our consumers trust us to deliver great-tasting products made with healthy or 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.

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

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

• Agile customer support:

We meet the needs of not just our end consumers but also our customers and retail partners.

Having a strong track record of more than 15 years, our retail partners trust our quality and can rely on our service.

Through T&L Creative Salads and Olive Branch, we now serve as a “one stop shop” deli solution for them.

Tangibly, this means that retail buyers don’t need to manage dozens of specialty suppliers on a daily basis, but rather call Mama’s Creations to deliver all of their proteins, salads, sandwiches and entertaining needs.

• Experienced leadership.

1 unchanged sentence

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.

Michaels was named Chief Executive Officer (“CEO”) and was subsequently named Chairman of the Board effective February 1, 2023.

Adam is an 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.

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 De'Longhi 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

are actively executing a strategy to build our brand’s reputation, grow sales and improve our product and operating margins by

pursuing the following growth initiatives:

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

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.

Our Growth Strategy

We are actively executing a strategy to build our brand’s reputation, grow sales and improve our product and operating margins by pursuing the following growth initiatives:

• Build Breadth & Depth of Distribution:

We believe our brands MamaMancini’s, T&L Creative Salads & Olive Branch are still under penetrated 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.

In addition, 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 Innovation:

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.

Since our products are positioned in the authentic

premium prepared food category, we maintain prices competitive with those of similar products and prices slightly higher than those in

the commodity prepared foods section.

This pricing strategy also provides greater long-term flexibility as we grow our product line through

the growth curve of our products.

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.

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 plan to identify and integrate major acquisitions in new deli categories when opportunities arise, 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.

• Become the One Stop Shop Deli Solution:

We believe the Company has the potential to achieve $1 billion 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.

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

Since our products are positioned in the authentic premium prepared food category, we maintain prices competitive with those of similar products and prices slightly higher than those in the commodity prepared foods section.

This pricing strategy also provides greater long-term flexibility as we grow our product line through the growth curve of our products.

Current typical retail prices range from $7.99 to $9.99, for prepared food products sold to delis or hot bars.

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

Suppliers/Manufacturers

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

As of January 31, 2024, approximately 95% 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.

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

We currently purchase modest quantities from other manufacturers.

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

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.

Sales/Brokers

products are sold primarily through a commission broker network.

We sell to large retail chains who direct our products to their own

warehouses or to large food distributors.

Company increased its sales management efforts with the result that the Company is now actively soliciting business with almost every

major retail supermarket chain in the country.

MamaMancini’s products are currently sold nationwide, with its greatest concentration

in the Northeast and Southeast.

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

retailers and consumer advertising.

on the Company’s metrics for determining brand awareness, which includes market studies and analysis of consumer recognition of

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 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 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”,

“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.

We will also use

technical measures to protect our proprietary rights.

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 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.

Our products are sold primarily through a commission broker network.

We sell to large retail chains who direct our products to their own warehouses or to large food distributors.

The Company increased its sales management efforts with the result that the Company is now actively soliciting business with almost every major retail supermarket chain in the country.

The Company’s products are currently sold nationwide.

The 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 retailers and consumer advertising.

Based on the Company’s metrics for determining brand awareness, which include market studies and analysis of consumer recognition of the MamaMancini’s brand, the Company believes that brand awareness for MamaMancini’s has grown in the past 12 months.

The gourmet and specialty prepared food industry is fragmented and has many private competitors specializing in various types of cuisine from all over the world.

While our product lines have historically been concentrated on Italian specialty foods, with our recent acquisitions, we have moved beyond Italian to provide a ‘one stop shop’ for our deli partners.

While it is our contention that our competition is much more limited than the prepared 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 Boutique.

Intellectual Property

Our current intellectual property consists of trade secret recipes and cooking processes for our products and five trademarks for “MamaMancini’s,” “The Meatball Lovers Meatball,” “The Original Meatball in a Cup,” "The Olive Branch," and “Mama's Creations.” The recipes and use of the trademarks have been assigned in perpetuity to the Company.

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

We will also use technical measures to protect our proprietary rights.

Human Capital

As of January 31, 2024, we had 197 full-time employees and one part-time employee.

Currently, none are covered by collective bargaining agreements.

Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and additional employees.

The principal purposes of our equity incentive plans are to attract, retain and motivate selected employees, consultants and directors through grants of stock-based compensation and cash-based performance bonus awards.

Royalty Agreement

In 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 Mama’s, Mr.

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.

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.

Dougherty a royalty fee on net sales.

approval/Regulations

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 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

USDA Approval/Regulations

Our 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 inspections regarding sanitation, quality, packag ing and labeling.

In order to distribute and sell our products outside the State of New Jersey and the State of New York, the third- party food processing facilities must meet the standards promulgated by the U.S.

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 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

are manufactured are inspected regularly and comply with all the requirements of the FDA and USDA.

are subject to the Food, Drug and Cosmetic Act and regulations promulgated thereunder by the FDA.

This comprehensive regulatory program

governs, among other things, the manufacturing, composition and ingredients, packaging, and safety of food.

Under this program, the FDA

regulates manufacturing practices for foods through, among other things, its current “good manufacturing practices” regulations,

or GMP’s, and specifies the recipes for certain foods.

Specifically, the USDA defines “all natural” as a product that

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

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 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

related thereto, although we could be the target of claims relating to alleged false or deceptive advertising under federal and state

laws and regulations.

Changes in these laws or regulations or the introduction of new laws or regulations could increase the costs of

doing business for us or our customers or suppliers or restrict our actions, causing our results of operations to be adversely affected.

take precautions designed to ensure the quality and safety of our products.

In addition to routine third-party inspections of our manufacturing

facilities, we have instituted regular audits to address topics such as allergen control, ingredient, packaging and product specifications

and sanitation.

Under the FDA Food Modernization Act, both our own manufacturing facilities and each of our contract manufacturers are

required to have a hazard analysis critical control points plan that identifies critical pathways for contaminants and mandates control

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

manufacturing facilities are certified in the Safe Quality Food Program.

These standards are integrated food safety and quality management

protocols designed specifically for the food sector and offer a comprehensive methodology to manage food safety and quality simultaneously.

Certification provides an independent and external validation that a product, process or service complies with applicable regulations

and standards.

work with suppliers who assure the quality and safety of their ingredients.

These assurances are supported by our purchasing contracts

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

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

of critical ingredient suppliers.

You Can Find More Information

public may read and copy any materials the Company files with the U.S.

Securities and Exchange Commission (the “SEC”) at

the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549.

The public may obtain information on the operation of

the Public Reference Room by calling the SEC at 1-800-SEC-0030.

The SEC maintains an Internet website (http://www.sec.gov) that contains

reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

Our manufacturing processing facilities and products are subject to periodic inspection by federal, state, and local authorities.

The facilities in which our products are manufactured are inspected regularly and comply with all the requirements of the Food and Drug Administration ("FDA") and USDA.

We are subject to the Food, Drug and Cosmetic Act and regulations promulgated thereunder by the FDA as well as related legislation, including the Food Safety Modernization Act.

This comprehensive regulatory program governs, among other things, the manufacturing, composition and ingredients, packaging, and safety of food.

Under this program, the FDA regulates manufacturing practices for foods through, among other things, its current “good manufacturing practices” regulations, or GMPs, and specifies the recipes for certain foods.

Specifically, the USDA defines “all-natural” as a product that contains no artificial ingredients, coloring ingredients or chemical preservatives and is minimally processed.

Many of our Mama Mancini’s products were submitted to the USDA and approved as “all-natural.” However, should the USDA change its definition of “all-natural” at some point in the future, or should Mama’s change these existing recipes to include ingredients that do not meet the USDA’s definition of “all-natural,” we may need to modify our labeling and our results of operations could be adversely affected.

The FTC and other authorities regulate how we market and advertise our products, and we are currently in compliance with all regulations related thereto, although we could be the target of claims relating to alleged false or deceptive advertising under federal and state laws and regulations.

Changes in these laws or regulations or the introduction of new laws or regulations could increase the costs of doing business for us or our customers or suppliers or restrict our actions, causing our results of operations to be adversely affected.

Quality Assurance

We take precautions designed to ensure the quality and safety of our products.

In addition to routine third-party inspections of our manufacturing facilities, we have instituted regular audits to address topics such as allergen control, ingredient, packaging and product specifications and sanitation.

Under the FDA Food Modernization Act, both our own manufacturing facilities and each of our contract manufacturers are required to have a hazard analysis critical control points plan that identifies critical pathways for contaminants and mandates control measures that must be used to prevent, eliminate or reduce relevant food-borne hazards.

Our manufacturing facilities are certified in the Safe Quality Food Program ("SQF") as level II facilities.

These standards are integrated food safety and quality management protocols designed specifically for the food sector and offer a comprehensive methodology to manage food safety and quality simultaneously.

Certification provides an independent and external validation that a product, process or service complies with applicable regulations and standards.

We work with suppliers who assure the quality and safety of their ingredients.

These assurances are supported by our purchasing contracts or quality assurance specification packets, including affidavits, certificates of analysis and analytical testing, where required.

The quality assurance staff within our manufacturing facilities and within our contract manufacturers conduct periodic on-site routine audits of critical ingredient suppliers.

Where You Can Find More Information

Our website address is https://mamascreations.com, where we make available free of charge our reports on Forms 10-K, 10-Q and 8-K, including any amendments to these reports, as soon as reasonably practicable after they are electronically filed with or furnished to the U.S.

Securities and Exchange Commission ("SEC").

These filings are also available to the public at www.sec.gov.

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