What changed in this filing

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Item 9A. Controls and Procedures

2024-04-24 compared with 2023-04-26 · 740 added, 1648 removed, 251 unchanged (90% of the section changed)

Controls and Procedures.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

controls and procedures are the Company’s controls and other procedures that are designed to ensure that information required to

be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 (as defined in Rules 13a-15(e) and 15d-15(e)

under the Securities Exchange Act of 1934), as amended (the “Exchange Act”) is recorded, processed, summarized and reported

within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Disclosure controls and procedures

include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that

we file under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial

Officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls

and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable

assurance of achieving the desired control objectives.

Due to the inherent limitations of control systems, not all misstatements may

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can

occur because of a simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion

of two or more people, or by management override of the control.

Controls and procedures can only provide reasonable, not absolute, assurance

that the above objectives have been met.

April 26, 2023, the Company evaluated, with the participation of its management, including our Chief Executive Officer and Chief Financial

Officer, the effectiveness of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under

the Securities Exchange Act of 1934.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that

the Company’s disclosure controls and procedures were effective, at the reasonable assurance level, in ensuring that information

required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized

and reported, within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to management,

including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined

in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.

Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting

principles and includes those policies and procedures that:

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the Company;

reasonable assurance that transactions are recorded as necessary to permit preparation of

financial statements in accordance with generally accepted accounting principles, and that

receipts and expenditures of the Company are being made only in accordance with authorizations

of management and the board of directors of the Company;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use or disposition of the Company’s assets that could have a material effect on the

financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of

any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions

or because of declines in the degree of compliance with policies or procedures.

assessed the effectiveness of its internal control over financial reporting as of January 31, 2023.

In making this assessment, they used

the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated

Framework (2013).

Based on our evaluation under such framework, our

management concluded that our internal control over financial reporting was effective as of January 31, 2023.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

described above, in the fourth quarter of fiscal 2023, we completed the remediation of a material weaknesses in our internal control

over financial reporting relating to the lack sufficient accounting staff to appropriately segregate duties and leverage decision makers

to consolidate new entities and complete timely reporting of financial data and the lack of sufficient orientation and experience with

new ERP systems platform which hindered productivity and required additional supervision delaying timely reporting of financial statements.

There were no other changes in our internal control over financial reporting during the fourth quarter of fiscal 2023 that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls and procedures are the Company’s controls and other procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 (as

defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934), as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that we file under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Due to the inherent limitations of control systems, not all misstatements may be detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

Controls and procedures can only provide reasonable, not absolute, assurance that the above objectives have been met.

On April 12, 2024, the Company evaluated, with the participation of its management, including our Chief Executive Officer and Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective, at the reasonable assurance level, in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b) MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.

The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

• Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the Board of Directors of the Company;

• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions or because of declines in the degree of compliance with policies or procedures.

Management assessed the effectiveness of its internal control over financial reporting as of January 31, 2024.

In making this assessment, they used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013).

Based on our evaluation under such framework, our management concluded that our internal control over financial reporting was effective as of January 31, 2024.

There have been no changes in our internal control over financial reporting that occurred during the quarter ended January 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

Disclosure Regarding Foreign Jurisdictions

That Prevent Inspections.

During the three months ended January 31, 2024 , no director or officer of the Company 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.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance.

and Executive Officers

following table discloses our directors and executive officers as of April 26, 2023.

Chief Executive Officer

and Chairman of the Board of Directors

Matthew Brown

President and Director

Chief Financial Officer

Executive Vice President

Alfred D’Agostino

Michael Stengel

Meghan Henson

Shirley Romig

Michaels was appointed Chief Executive Officer and a member of the Board of Directors of the Company effective September 6, 2022

and was appointed Chairman of the Board effective February 1, 2023.

Directors and Executive Officers

The following table discloses our directors and executive officers as of April 23, 2024.

Name Age Position

Michaels 47 Chief Executive Officer and Chairman of the Board of Directors

Gruber 55 Chief Financial Officer

Steven Burns 63 Chief Administrative Officer and Director

Alfred D’Agostino 69 Director

Thomas Toto 68 Director

Dean Janeway 80 Director

Meghan Henson 54 Director

Shirley Romig 46 Director

Lynn Blake 57 Director

Adam Michaels was appointed Chief Executive Officer and a member of the Board of Directors of the Company effective September 6, 2022 and was appointed Chairman of the Board effective February 1, 2023.

Michaels is an experienced food industry executive and former management consultant.

Prior to MamaMancini’s, Adam worked at Mondelez

International, a multinational food and beverage company.

Over the past nine years, he held numerous roles with increasing responsibility

at Mondelez across Supply Chain, Commercial Sales & Marketing, and Strategy.

Adam was most recently responsible for M&A and Commercial

activities within North American Ventures – a business unit comprised of smaller, high-growth brands.

Before joining Mondelez,

Adam was a Principal at Booz & Company, a management consulting firm, for seven years, where he specialized in the Food & Beverage

holds an MBA in Marketing & Management from Columbia Business School and a BSE in Bioengineering from the University of Pennsylvania.

Board determined that Mr.

Michaels is qualified to serve as a director given his extensive Food & Beverage experience, corporate

strategy background, understanding of consumer insights & analytics, and prior work accelerating brands across their growth lifecycles.

Brown has over 30 years of experience in the sales and marketing of products in the food industry.

Beginning in February 2010 through

the present, he has served as President of MamaMancini’s.

From April 2001 until January of 2012, he served as the President of

Hors D’oeuvres Unlimited, overseeing the day to day operations of their food manufacturing business.

He previously worked as a

marketing associate from September 1993 to December 1998 at Kraft Foods, Inc., where he dealt with numerous aspects of the company’s

marketing of their food products.

Brown received his B.A.

from the University of Michigan in 1991 and his M.B.A.

from the University of Illinois in 1993.

evaluating Mr.

Brown’s specific experience, qualifications, attributes and skills in connection with his appointment to our board,

we took into account his numerous years of experience in sales and marketing, and his proven track record of success in such endeavors.

Gruber has served since September 2022 as the Company’s Chief Financial Officer.

Gruber served as Chief Financial Officer

from 2019 to 2021 of De’Longhi America, Inc., an appliance manufacturer known for its espresso machines, which is the North American

subsidiary of the Italian parent, De’Longhi S.p.A.

He successfully restructured the Finance function for the 120-employee company

with annual revenues of approximately $400 million.

2018-2019, he served as Chief Financial Officer of LBM Advantage, Inc., a member-owned lumber and building materials buying cooperative

with 500+ members and revenues of approximately $2.2 billion.

2014-2017, he served as Vice President Finance and Chief Financial Officer of Richemont North America, Inc., which is the North American

subsidiary of the Swiss-based luxury goods company, with 2017 revenues of approximately $2.0 billion and 2000 employees.

Brands include Cartier, Chloe, Dunhill, MontBlanc and Piaget, among others.

2005-2014, he served as the Chief Financial Officer of Montblanc North America, LLC, prior to its integration into Richemont North America

Prior to joining the Company, Adam worked at Mondelez International, a multinational food and beverage company.

Over nine years, he held numerous roles with increasing responsibility at Mondelez across Supply Chain, Commercial Sales & Marketing, and Strategy.

Adam was most recently responsible for M&A and Commercial activities within North American Ventures – a business unit comprised of smaller, high-growth brands.

Before joining Mondelez, Adam was a Principal at Booz & Company, a management consulting firm, for seven years, where he specialized in the Food & Beverage sector.

Adam holds an MBA in Marketing & Management from Columbia Business School and a BSE in Bioengineering from the University of Pennsylvania.

The Board determined that Mr.

Michaels is qualified to serve as a director given his extensive Food & Beverage experience, corporate strategy background, understanding of consumer insights & analytics, and prior work accelerating brands across their growth lifecycles.

Gruber was appointed Chief Financial Officer of the Company in September 2022.

Gruber served as Chief Financial Officer from 2019 to 2021 of De’Longhi America, Inc., an appliance manufacturer known for its espresso machines, which is the North American subsidiary of the Italian parent, De’Longhi S.p.A.

He successfully restructured the Finance function for the 120-employee company with annual revenues of approximately $400 million.

From 2018-2019, he served as Chief Financial Officer of LBM Advantage, Inc., a member-owned lumber and building materials buying cooperative with 500+ members and revenues of approximately $2.2 billion.

From 2014-2017, he served as Vice President Finance and Chief Financial Officer of Richemont North America, Inc., which is the North American subsidiary of the Swiss-based luxury goods company, with 2017 revenues of approximately

$2.0 billion and 2000 employees.

Richemont’s Brands include Cartier, Chloe, Dunhill, MontBlanc and Piaget, among others.

From 2005-2014, he served as the Chief Financial Officer of Montblanc North America, LLC, prior to its integration into Richemont North America Inc.

He previously served as a Senior Accountant with Ernst & Young LLP.

Gruber earned a BS, Accounting from the University of Bridgeport, Bridgeport, CT and has been a Certified Public Accountant since 1993.

Burns has been Executive Vice President of the Company since February 1, 2020.

He has over 30 years of experience in the investment,

management and operations transformation across industries including high quality and healthy food services, real estate, clean and efficient

energy sources and healthcare technology.

Burns has served as a director of Mama Mancini’s from February 2010 through the present.

Gruber earned a BS, Accounting from the University of Bridgeport, Bridgeport, CT.

Steven Burns has been Executive Vice President of the Company since February 1, 2020.

He was appointed the Company's Chief Administrative Officer of the Company on October 9, 2023.

He has over 30 years of experience in the investment, management and operations transformation across industries including high quality and healthy food services, real estate, clean and efficient energy sources and healthcare technology.

Burns has served as a director of the Company from February 2010 through the present.

Prior to that, for a period of 24 years he worked at and was senior executive at Accenture where he led the U.S.

Health Insurance Industry

Program comprised of approximately 600 professionals.

He also has sat on various financial committees and boards of directors throughout

Health Insurance Industry Program comprised of approximately 600 professionals.

He also has sat on various financial committees and boards of directors throughout his career.

Burns received his B.S.

in Business Management from Boston College in 1982.

evaluating Mr.

Burns’ specific experience, qualifications, attributes and skills in connection with his appointment to our board,

we took into account his numerous years of experience in serving on board of directors, his knowledge of running and managing companies,

and his proven track record of success in such endeavors.

D’Agostino has over 35 years of experience in the management and ownership of food brokerage and food distribution companies.

D’Agostino has served as a director of MamaMancini’s from February 2010 through the Present.

Beginning in March 2001

and still presently, he serves as the President for WorldWide Sales Inc., a perishable food broker that services the New York / New Jersey

Metropolitan and Philadelphia marketplace.

Prior to this he worked from September 1995 until February 2001 as Vice- President of the

perishable business unit at Marketing Specialists, a nationwide food brokerage.

Previously, from February 1987 until August 1995 he worked

as a Partner for the perishable division of Food Associates until its merger with Merket Enterprises.

evaluating Mr.

D’Agostino’s specific experience, qualifications, attributes and skills in connection with his appointment

to our board, we took into account his numerous years of experience in the food brokerage and other food related industries, his knowledge

of running and managing companies, and his proven track record of success in such endeavors.

In evaluating Mr.

Burns’ specific experience, qualifications, attributes and skills in connection with his appointment to our board, we took into account his numerous years of experience in serving on board of directors, his knowledge of running and managing companies, and his proven track record of success in such endeavors.

Alfred D’Agostino has over 35 years of experience in the management and ownership of food brokerage and food distribution companies.

D’Agostino has served as a director of the Company from February 2010 through the Present.

Beginning in March 2001 and still presently, he serves as the President for WorldWide Sales Inc., a perishable food broker that services the New York / New Jersey Metropolitan and Philadelphia marketplace.

Prior to this he worked from September 1995 until February 2001 as Vice-President of the perishable business unit at Marketing Specialists, a nationwide food brokerage.

Previously, from February 1987 until August 1995 he worked as a Partner for the perishable division of Food Associates until its merger with Merket Enterprises.

In evaluating Mr.

D’Agostino’s specific experience, qualifications, attributes and skills in connection with his appointment to our board, we took into account his numerous years of experience in the food brokerage and other food related industries, his knowledge of running and managing companies, and his proven track record of success in such endeavors.

D’Agostino received his B.S.

in Business Management from the City College of New York in 1974.

Janeway has served as a director of MamaMancini’s since 2012.

Janeway is an executive with more than 40 years of broad

leadership skills and extensive experience in the areas of corporate strategy, business development, operational oversight and financial

Dean Janeway has served as a director of the Company since 2012.

Janeway is an executive with more than 40 years of broad leadership skills and extensive experience in the areas of corporate strategy, business development, operational oversight and financial management.

From 1966 through 2011, Mr.

Janeway served in various positions at Wakefern Food Corp., the largest retailer- owned cooperative

in the United States.

Janeway served in various positions at Wakefern Food Corp., the largest retailer- owned cooperative in the United States.

From 1966 through 1990, Mr.

Janeway advanced through various positions of increasing responsibility including positions

in Wakefern’s accounting, merchandising, dairy-deli, and frozen foods divisions.

Janeway advanced through various positions of increasing responsibility including positions in Wakefern’s accounting, merchandising, dairy-deli, and frozen foods divisions.

From 1990 through 1995 Mr.

Janeway provided oversight

for all of Wakefern’s procurement, marketing, merchandising, advertising and logistics divisions.

From 1995 until his retirement

Janeway served as President and Chief Operating Officer of “Wakefern” providing primary oversight for the company’s

financial and treasury functions, human resources, labor relations, new business development, strategic acquisitions, government relations,

corporate social responsibility, sustainability initiatives and member relations.

Janeway previously served as the chairman for the

National Grocers Association from 1993 through 2001.

Janeway provided oversight for all of Wakefern’s procurement, marketing, merchandising, advertising and logistics divisions.

From 1995 until his retirement in 2011, Mr.

Janeway served as President and Chief Operating Officer of Wakefern providing primary oversight for the company’s financial and treasury functions, human resources, labor relations, new business development, strategic acquisitions, government relations, corporate social responsibility, sustainability initiatives and member relations.

Janeway previously served as the chairman for the National Grocers Association from 1993 through 2001.

From 2009 through the present, Mr.

Janeway has served as the Chairman of the Foundation

for the University of Medicine and Dentistry of New Jersey.

Board of Directors determined that Mr.

Janeway’s qualifications to serve as a director include his notable business and leadership

experience in all areas of management, particularly in the food industry.

He also has experience in the area of wholesale distribution,

due to his past position at Wakefern and his knowledge of running and managing companies and his proven track record of success in such

endeavors will be invaluable to the Company going forward.

Janeway has served as the Chairman of the Foundation for the University of Medicine and Dentistry of New Jersey.

The Board of Directors determined that Mr.

Janeway’s qualifications to serve as a director include his notable business and leadership experience in all areas of management, particularly in the food industry.

He also has experience in the area of wholesale distribution, due to his past position at Wakefern and his knowledge of running and managing companies and his proven track record of success in such endeavors will be invaluable to the Company going forward.

Janeway received his B.A.

in Marketing from Rutgers University, and his M.B.A from Wharton School of Business, University of Pennsylvania.

Stengel is a tenured hospitality industry veteran, bringing over 40 years of executive leadership experience with Marriott International

to the MamaMancini’s Board of Directors.

At Marriott, he was instrumental to the Company’s convention network strategy, overseeing

135 Convention venues including the Gaylord Brand.

Michael, as Senior Vice President of Gaylord Hotels and The Convention Resort Network

(CRN) at Marriott, oversaw significant food and beverage operations within his portfolio of managed hotels and being responsible for

well over $1.5 billion in revenue.

Stengel has had direct responsibility for P&L operations for numerous enterprises and is completely

familiar with financial management of public companies.

Stengel has received a B.S.

Law and Justice from Rowan University, a Cornell University Hospitality Certificate, and an executive MBA

with Marriott sponsor by the University of Maryland.

Board determined that Mr.

Stengel’s qualifications to serve as a director include his multi-faceted financial responsibility and

experience in the food and hospitality business and his success in building organizations into large-scale, highly profitable operations.

Toto has over 30 years of experience in the management and ownership of food brokerage and food distribution companies.

has served as a director of MamaMancini’s from February 2010 through the Present.

From June 2009 to May 2022, he served as the

Senior Business manager for World Wide Sales Inc., a perishable food broker that services the New York / New Jersey Metropolitan and

Philadelphia marketplace.

Prior to this he worked from September 2007 until May 2009 as a Division President for DCI Cheese Co., a company

that imported and distributed various kinds of cheeses.

Previously from March 1993 until September 2007 he was the President and owner

of Advantage International Foods Corporation, where he ran the day-to-day operations of importing and distributing cheeses around the

in Marketing from Rutgers University.

Thomas Toto has over 40 years of experience in the management and ownership of food brokerage and food distribution companies.

Toto has served as a director of the Company from February 2010 through the Present.

From June 2009 to May 2022, he served as the Senior Business manager for World Wide Sales Inc., a perishable food broker that services the New York / New Jersey Metropolitan and Philadelphia marketplace.

Prior to this he worked from September 2007 until May 2009 as a Division President for DCI Cheese Co., a private equity owned company that imported and distributed various kinds of cheeses and dairy products.

Previously from March 1993 until September 2007 he was the President and owner of Advantage International Foods Corporation, where he ran the day-to-day operations of marketing, and distributing cheese, dairy and related products from around the world to various major retailers, independents, club stores, and food service operators.

Toto received his B.A.

1 unchanged sentence

from Seton Hall University in 1979.

evaluating Mr.

Toto’s specific experience, qualifications, attributes and skills in connection with his appointment to our board,

we took into account his numerous years of experience in the food brokerage and other food related industries, his knowledge of running

and managing companies, and his proven track record of success in such endeavors.

Henson is an experienced senior human resources executive with experience across several industries.

She has served since 2020 as

Executive Vice President, Chief Human Resources Officer of Avantor, Radnor, PA.

Previously, she served as Chief Human Resources Officer

of XPO Logistics, Greenwich, CT from 2016-2020.

She served as Executive Vice President, Chief Human Resources Officer, Chubb Insurance,

Warren, NJ from 2013-2016 after serving in various Human Resources leadership roles with PepsiCo from 2004-2013.

Prior to PepsiCo, she

served as Senior Manager, Human Capital for Deloitte Consulting from 2001-2004 and Manager, HR and Change Management for Towers Perrin

(now Willis Towers Watson) from 1997-2001.

She holds an MBA with emphasis in Organizational Behavior from the University of Michigan

and a Bachelor of Arts, Political Science and East Asian Studies at the University of Wisconsin.

During her tenure at the University

of Wisconsin, she was elected Student Body President.

board determined that Ms.

Henson’s breadth of executive experience and expertise in leading human resources functions for large

companies would provide valuable insight to the board.

Romig has two decades of experience in operationalizing growth strategies and leading transformational initiatives in complex consumer

and technology organizations.

In evaluating Mr.

Toto’s specific experience, qualifications, attributes and skills in connection with his appointment to our board, we took into account his numerous years of experience in the food importing, marketing and distribution as well as other food related industries, his knowledge of running and managing companies as a professional manager and as an entrepreneur;

and his proven track record of success in such endeavors.

Meghan Henson is an experienced senior human resources executive with experience across several industries.

She has served since 2023 as Senior Vice President, Chief People Officer of Aetna, a CVS Health Company, of Hartford, CT.

Prior to this role, she served as Executive Vice President, Chief Human Resources Officer of Avantor, Radnor, PA from 2020 to 2023.

Previously, she served as Chief Human Resources Officer of XPO Logistics, Greenwich, CT from 2016-2020.

She served as Executive Vice President, Chief Human Resources Officer, Chubb Insurance, Warren, NJ from 2013-2016 after serving in various Human Resources leadership roles with PepsiCo from 2004-2013.

Prior to PepsiCo, she served as Senior Manager, Human Capital for Deloitte Consulting from 2001-2004 and Manager, HR and Change Management for Towers Perrin (now Willis Towers Watson) from 1997-2001.

She holds an MBA with emphasis in Organizational Behavior from the University of Michigan and a Bachelor of Arts, Political Science and East Asian Studies at University of Wisconsin – Madison.

During her tenure at the University of Wisconsin – Madison, she was elected Student Body President.

The board determined that Ms.

Henson’s breadth of executive experience and expertise in leading human resources functions for large companies would provide valuable insight to the board.

Shirley Romig has two decades of experience in operationalizing growth strategies and leading transformational initiatives in complex consumer and technology organizations.

Most recently, Ms.

Romig was the CEO and Co-Founder of Mixo Group, Inc., a digital creator platform for

the $1.7T food market.

Romig was the CEO and Co-Founder of Mixo Group, Inc., a digital creator platform for the $1.7T food market.

Previously, she was Vice President with Lyft, leading Global Operations, East and Canada from 2019 to 2022.

2017-2019, Ms.

From 2017-2019, Ms.

Romig led six lines of businesses at Equinox Fitness Clubs as Group Vice President.

From 2016-2017, Ms.

Romig was the

Head of Retail Strategy for SapientRazorfish, a global digital agency.

Romig was the Head of Retail Strategy for SapientRazorfish, a global digital agency.

From 2013 to 2015, Ms.

Romig was the Senior Vice President of

Corporate Strategy with HBC responsible for implementation of growth initiatives across Saks Fifth Avenue, Saks OFF 5th, Lord & Taylor

and Hudson’s Bay in Canada.

Romig also served as a Vice President for Saks Incorporated where she led the company’s omnichannel

transformation work and launched Saksoff5th.com as well as numerous growth initiatives for Saks.com.

Romig was the Senior Vice President of Corporate Strategy with HBC responsible for implementation of growth initiatives across Saks Fifth Avenue, Saks OFF 5th, Lord & Taylor and Hudson’s Bay in Canada.

Romig also served as a Vice President for Saks Incorporated where she led the company’s omnichannel transformation work and launched Saksoff5th.com as well as numerous growth initiatives for Saks.com.

Earlier in her career, Ms.

worked in equity research and digital and strategy consulting.

Romig also serves on the Board of Directors for Lovesac, a publicly

traded home furnishings company as the Chair of the Nominating and Governance Committee.

Romig worked in equity research and digital and strategy consulting.

Romig also serves on the Board of Directors for Lovesac (Nasdaq:

LOVE), a publicly traded home furnishings company, and is the Chair of the Nominating and Governance Committee.

Romig holds an M.B.A.

from the Darden School

of Business and a Bachelor of Science from the McIntire School of Commerce, both at the University of Virginia.

nominating Ms.

Romig as a director, the board considered her expertise in leading transformational initiatives across a number of industries,

background in growth strategy implementation and public company experience.

Committees and Charters

board of directors has established the following committees:

an audit committee, a compensation committee and a nominating/corporate

governance committee.

Copies of each committee’s charter are posted on our website, www.mamamancinis.com.

Our board of directors

may from time to time establish other committees.

purpose of the Audit Committee is to oversee the processes of accounting and financial reporting of the Company and the audits and financial

statements of the Company.

The Audit Committee’s primary duties and responsibilities are to:

integrity of the Company’s financial reporting process and systems of internal controls regarding finance, accounting and legal

Monitor the independence

and performance of the Company’s independent auditors and the Company’s accounting personnel.

Provide an avenue of communication

among the independent auditors, management, the Company’s accounting personnel, and the Board.

Appoint and provide oversight

for the independent auditors engaged to perform the audit of the financial statements.

Discuss the scope of the

independent auditors’ examination.

Review the financial statements

and the independent auditors’ report.

Review areas of potential

significant financial risk to the Company.

Monitor compliance

with legal and regulatory requirements.

Solicit recommendations

from the independent auditors regarding internal controls and other matters.

Make recommendations to

Resolve any disagreements

between management and the auditors regarding financial reporting matters.

Prepare the report required

by Item 407(d) of Regulation S-K, as required by the rules of the Securities and Exchange Commission (the “SEC”).

Perform other related tasks

as requested by the Board.

Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access

to the independent auditors as well as anyone in the organization.

The Committee has the ability to retain, at the Company’s expense,

special legal, accounting, or other consultants or experts it deems necessary in the performance of its duties.

Audit Committee consists of Messrs.

Toto, Stengel, and D’Agostino.

Toto serves as the Chairperson of our Audit Committee.

and Compensation Committee

People and Compensation Committee’s responsibilities include, but are not limited to, the responsibilities which are required under

the corporate governance rules of NASDAQ, including the responsibility to determine compensation of the Chairman of the Board, the Chief

Executive Officer (“CEO”), the President and all other executive officers.

The Compensation Committee’s actions shall

generally be related to overall considerations, policies and strategies.

following are specific duties and responsibilities of the Compensation Committee:

competitiveness of the Company’s executive compensation programs to ensure (a) the attraction and retention of corporate officers,

(b) the motivation of corporate officers to achieve the Company’s business objectives, and (c) the alignment of the interests

of key leadership with the long-term interests of the Company’s stockholders.

Review and determine the

annual salary, bonus, stock options, other equity-based incentives, and other benefits, direct and indirect, of the Company’s

executive officers, including development of an appropriate balance between short-term pay and long-term incentives while focusing

on long-term stockholder interests.

Determine salary increases

and bonus grants for the Chairman of the Board, the CEO, the President and all other executive officers of the Company.

Review and approve corporate

goals and objectives for purposes of bonuses and long- term incentive plans.

Review and approve benefit

plans, including equity incentive plans, and approval of individual grants and awards.

Review and approve employment

or other agreements relating to compensation for the Chairman of the Board, the CEO, the President and the other executive officers

of the Company.

Review and discuss with

management the Company’s Compensation Discussion and Analysis (“CD&A”) and recommend to the Board that the

CD&A be included in the annual report on Form 10-K and/or proxy statement in accordance with applicable SEC rules.

by SEC rules, provide a People and Compensation Committee Report on executive compensation to be included in the Company’s

annual proxy statement in accordance with applicable SEC rules.

Perform an annual evaluation

of the performance of the Chairman of the Board, the CEO, the President and the other executive officers.

Perform an annual review

of non-employee director compensation programs and recommend changes thereto to the Board when appropriate.

Plan for executive development

and succession.

Review and approve all

equity-based compensation plans and amendments thereto, subject to any stockholder approval under the listing standards of NASDAQ.

Recommend an appropriate

method by which stockholder concerns about compensation may be communicated by stockholders to the Committee and, as the Committee

deems appropriate, to respond to such stockholder concerns.

Perform such duties and

responsibilities as may be assigned by the Board to the Committee under the terms of any executive compensation plan, incentive compensation

plan or equity-based plan.

Review risks related to

the Company’s compensation policies and practices and review and discuss, at least annually, the relationship between the Company’s

risk management policies and practices, corporate strategy and compensation policies and practices.

People and Compensation Committee consists of Ms.

Henson and Messrs D’Agostino, Janeway and Toto.

Henson serves as the Chairperson

of our People and Compensation Committee.

Nominating/Corporate

Governance Committee

Nominating/Corporate Governance Committee’s responsibilities include, but are not limited to, the responsibilities which are required

under the corporate governance rules of NASDAQ, including the responsibilities to identify individuals who are qualified to become directors

of the Company, consistent with criteria approved by the Board, and make recommendations to the Board of nominees, including Stockholder

Nominees (nominees whether by appointment or election at the Annual Meeting of Stockholders) to serve as a directors of the Company.

To fulfill its purpose, the responsibilities and duties of the Nominating/Corporate Governance Committee are as follows:

consultation with the Chairman of the Board and Chief Executive Officer (“CEO”), the current composition, size, role

and functions of the Board and its committees to oversee successfully the business and affairs of the Company in a manner consistent

with the Company’s Corporate Governance Guidelines, and make recommendations to the Board for approval.

Determine, in consultation

with the Chairman of the Board and CEO, director selection criteria consistent with the Company’s Corporate Governance Guidelines

and conduct searches for prospective directors whose skills and attributes reflect these criteria.

Assist in identifying,

interviewing and recruiting candidates for the Board.

Evaluate, in consultation

with the Chairman of the Board and CEO, nominees, including nominees nominated by stockholders in accordance with the provisions

of the Company’s Bylaws, and recommend nominees for election to the Board or to fill vacancies on the Board.

Before recommending

an incumbent, replacement or additional director, review his or her qualifications, including capability, availability to serve,

conflicts of interest, and other relevant factors.

Evaluate, in consultation

with the Chairman of the Board and CEO and make recommendations to the Board concerning the appointment of directors to Board committees

and the selection of the Chairman of the Board and the Board committee chairs consistent with the Company’s Corporate Governance

Determine the methods and

execution of the annual evaluations of the Board’s and each Board committee’s effectiveness and support the annual performance

evaluation process.

Evaluate and make recommendations

to the Board regarding director retirements, director re-nominations and directors’ changes in circumstances in accordance

with the Company’s Corporate Governance Guidelines.

Review and make recommendations

to the Board regarding policies relating to directors’ compensation, consistent with the Company’s Corporate Governance

As set forth herein, monitor

compliance with, and at least annually evaluate and make recommendations to the Board regarding, the Company’s Corporate Governance

Guidelines and overall corporate governance of the Company.

Assist the Board and the

Company’s officers in ensuring compliance with an implementation of the Company’s Corporate Governance Guidelines.

Develop and implement continuing

education programs for all directors, including orientation and training programs for new directors.

Annually evaluate and make

recommendations to the Board regarding the Committee’s performance and adequacy of this Charter.

Review the Code of Ethics

periodically and propose changes thereto to the Board, if appropriate.

Review requests from outside

the Committee for any waiver or amendment of the Company’s Code of Business Conduct and Ethics and recommend to the Board whether

a particular waiver should be granted or whether a particular amendment should be adopted.

Oversee Committee membership

and qualifications and the performance of members of the Board.

Review and recommend changes

in (i) the structure and operations of Board Committees, and (ii) Committee reporting to the Board.

Make recommendations annually

to the Board as to the independence of directors under the Corporate Governance Guidelines.

Review and make recommendations

to the Board regarding the position the Company should take with respect to any proposals submitted by stockholders for approval

at any annual or special meeting of stockholders.

Regularly report on Committee

activities and recommendations to the Board.

Perform any other activities

consistent with this Charter, the Company’s Certificate of Incorporation and Bylaws, as amended from time to time, the NASDAQ

company guide, and any governing law, as the Board considers appropriate and delegates to the Committee.

Nominating/Corporate Governance Committee consists of Ms.

Romig and Messrs.

Janeway and Stengel.

Janeway serves as the

DIVERSITY MATRIX

August 6, 2021, the SEC approved Nasdaq Listing Rule 5605(f) regarding board diversity.

Under the rule, NASDAQ-listed companies must

include at least one diverse director prior to August 6, 2023 and at least two diverse directors by August 6, 2026.

The composition of

our Board does currently include two individuals who are diverse under the Nasdaq Listing Rule 5605(f), as presented in the below Board

Diversity Matrix.

Under Nasdaq Listing Rule 5605(f) directors who self-identify as (i) female, (ii) an underrepresented minority or (iii)

LGBTQ+ are defined as being diverse.

The following chart summarizes certain self-identified personal characteristics of our directors,

in accordance with Nasdaq Listing Rule 5605(f) Each term used in the table has the meaning given to it in the rule and related instructions.

Board Diversity Matrix (As of April 26, 2023)

Total Number of Directors

Gender Identity

Demographic Background

African American or Black

Alaskan Native or Native American

Hispanic or Latinx

Native Hawaiian or Pacific Islander

Two or More Races or Ethnicities

Did Not Disclose Demographic Background

Directors who are Military Veterans

of Business Conduct and Ethics

January 21, 2014, the Board of Directors (the “Board”) of MamaMancini’s Holdings, Inc.

(the “Company”)

adopted a Code of Ethics (the “Code of Ethics”) applicable to the Company and all subsidiaries and entities controlled by

the Company and the Company’s directors, officers and employees.

Compliance with the Code of Ethics is required of all Company

personnel at all times.

The Company’s senior management is charged with ensuring that the Code of Ethics and the Company’s

corporate policies will govern, without exception, all business activities of the Company.

The Code of Ethics addresses, among other

things, the use and protection of Company assets and information, avoiding conflicts of interest, corporate opportunities and transactions

with business associates and document retention.

in Certain Legal Proceedings

the past five years no director, person nominated to become a director, executive officer, promoter or control person of the Company

(i) had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer

either at the time of the bankruptcy or within two years prior to that time;

(ii) been convicted in a criminal proceeding or been subject

to a pending criminal proceeding (excluding traffic violations and other minor offenses);

(iii) been subject to any order, judgment,

or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining,

barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

or (iv) been found

by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated

a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Section 16(a) Reports

16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more of

a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial

ownership with the SEC.

Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of

the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).

solely on our review of certain reports filed with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities

Exchange Act of 1934, as amended, the reports required to be filed with respect to transactions in our common stock during the period

covered by this Annual Report on Form 10-K, were timely.

are no material proceedings to which any director or officer, or any associate of any such director or officer, is a party that is adverse

to our Company or any of our subsidiaries or has a material interest adverse to our Company or any of our subsidiaries.

No director or

executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy

petition filed against it during the past ten years.

No director or executive officer has been convicted of a criminal offense or is

the subject of a pending criminal proceeding during the past ten years.

No director or executive officer has been the subject of any

order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement

in any type of business, securities or banking activities during the past ten years.

No director or officer has been found by a court

to have violated a federal or state securities or commodities law during the past ten years.

from the Darden School of Business and a Bachelor of Science from the McIntire School of Commerce, both at the University of Virginia.

In nominating Ms.

Romig as a director, the board considered her expertise in leading transformational initiatives across a number of industries, background in growth strategy implementation and public company experience.

Lynn Blake has over 30 years of financial leadership experience, including Chief Financial Officer experience at multiple publicly traded companies, a private equity-owned portfolio company, and a venture-backed startup.

Most recently, Ms.

Blake was Chief Financial Officer of Nuwellis, Inc., a medical device company, from October 2022 to September 2023.

Prior to this, she was Managing Director at Growth Operators, a business consulting firm, from January 2020 to October 2022.

Before this, Ms.

Blake was Chief Financial Officer at Tactile Systems Technology, Inc., a medical device development company, from April 2016 to September 2018.

Her career began in the management development track at Honeywell International, and subsequent key highlights include successful public markets execution and transaction experience as a C-suite executive at several publicly traded companies.

Currently, Ms.

Blake serves on various private and non-profit boards, including iterro, Inc., Elire, Inc., Volunteers of America and the CFO Leadership Council.

holds a BBA in Accounting & Finance from the University of Wisconsin – Madison, as well as an MBA from the Carlson School of Management at the University of Minnesota.

Other Information

Other information required by Item 10 relating to the Company’s directors is incorporated herein by reference from the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders.

Executive Compensation

following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid

by us during the years ended January 31, 2023 and January 31, 2022.

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

Non-Qualified Deferred Compensation Earnings

All Other Compensation ($)

Former CEO/Chairman(1)

CEO/Chairman (2)

Executive VP (4)

Lawrence Morgenstein

Anthony Gruber

appointed as Chief Executive Officer of the Company on January 24, 2013 and resigned effective September 5, 2022.

Michaels was appointed

Chief Executive Officer of the Company on September 6, 2022.

He was later appointed Chairman of the Board on February 1, 2023 upon

Wolf’s resignation as Chairman of the Board on the close of business on January 31, 2023.

Brown was appointed President of the Company on

January 24, 2013.

All other compensation includes $11,800 for automobile allowance

Burns was appointed Executive Vice President of

the Company in February 1, 2020.

Morgenstein was appointed

Chief Financial Officer on April 1, 2018 and served in that capacity until September 6, 2022, and left the Company’s employ

effective January 31, 2023.

Gruber was appointed

Chief Financial Officer of the Company effective September 19, 2022.

EQUITY AWARDS AT FISCAL YEAR-END

Option Awards

Number of Securities Underlying Unexercised Options (#) Exercisable (b)

Number of Securities Underlying Unexercised Options (#) Unexercisable

Equity Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options (#) (d)

Option Exercise Price ($)

Option Expiration Date (f)

Number of Shares or Units of Stock That Have Not Vested (#) (g)

Number of Shares or Units of Stock That Have Not Vested ($) (h)

Former Chief Executive Officer

CEO/Chairman (2)

Matthew Brown

Executive Vice President;

Alfred D’Agostino

Lawrence Morgenstein

Former Chief Financial Officer

executive officers who are members of our board of directors and the directors who are not considered independent under the corporate

governance rules of the NASDAQ Markets do not receive compensation from us for their service on our board of directors.

Michaels, and Mr.

Brown do not receive compensation from us for their service on our board of directors.

Only those directors

who are considered independent directors under the corporate governance rules of the NASDAQ Markets receive compensation from us for

their service on our board of directors.

D’Agostino, Mr.

Henson, and Ms.

Romig are paid

$40,000 per annum for their service as members of the board, payable quarterly.

also reimburse all of our directors for reasonable expenses incurred to attend board of director or committee meetings.

following Director Compensation Table sets forth the compensation of our directors for the fiscal years ending January 31, 2023 and 2022.

Fees earned or paid in cash

Carl Wolf (1)

Steven Burns (2)

Alfred D’Agostino (3)

Thomas Toto (4)

Dean Janeway (5)

Meghan Henson (6)

Michael Stengel (7)

Wolf was appointed as a director

of the Company on January 24, 2013 and resigned effective January 31, 2023.

Burns was appointed as a director of the Company

on January 24, 2013.

D’Agostino was appointed as a director of

the Company on January 24, 2013.

Toto was appointed as a director of the Company

on January 24, 2013.

Janeway was appointed as a director of the Company

on January 24, 2013.

Ms Henson was appointed as a director of the Company

on November 21, 2022.

Stengel was appointed as a director of the Company

on June 24, 2021.

Romig was appointed

as a director of the Company on March 9, 2023.

March 5, 2012, MamaMancini’s entered into an Employment Agreement with Mr.

Carl Wolf as Chief Executive Officer for a term of 3

Wolf’s employment agreement automatically renews for successive one-year terms, unless the Company gives written notice

of non-renewal not less than six (6) months prior to an anniversary date or until terminated as set forth herein.

Wolf’s employment

agreement was renewed for a period of one year on March 5, 2022.

As compensation for his services Mr.

Wolf’s compensation was increased

to $215,000 per year effective November 1, 2017.

Such base salary is reviewed yearly with regard to possible increase.

In addition, Mr.

Wolf is eligible to receive an annual bonus as determined by the Board.

As part of the agreement, Mr.

Wolf is subject to confidentiality

provisions regarding MamaMancini’s, and certain covenants not to compete.

Wolf is also entitled to receive certain Termination

Wolf’s employment with the Company terminated effective January 31, 2023.

Wolf’s termination he was

entitled to receive a termination payment of $240,000, which was paid in February 2023.

September 6, 2022, MamaMancini’s entered into an employment agreement with Adam L.

Michaels as Chief Executive Officer of MamaMancini’s

for an initial term of five (5) years at an initial base salary of $325,000 per year and is eligible for a year-end bonus of up to $650,000

(with a minimum cash bonus of $135,000 for the fiscal year ended January 31, 2023).

He is also eligible to receive Annual Restricted

Stock Units, Sign-on Restricted Stock Units and Sign-on Stock Performance Stock Units.

As part of the agreement, Mr.

Michaels is subject

to confidentiality and non-solicitation provisions regarding MamaMancini’s, and certain covenants not to compete.

March 5, 2012, MamaMancini’s entered into an employment agreement with Mr.

Matthew Brown as President of MamaMancini’s for

an initial term of 3 years.

Brown’s employment agreement automatically renews for successive one-year terms, unless the Company

gives written notice of non-renewal not less than six (6) months prior to an anniversary date or until terminated as set forth herein.

Brown’s employment agreement was renewed for a period of one year on March 5, 2022.

As compensation for his services, Mr.

receives a base salary of $216,000 per year.

Such base salary is reviewed yearly with regard to possible increase.

In addition, Mr.

is eligible to receive an annual bonus as determined by the Board.

As part of the agreement, Mr.

Brown is subject to confidentiality

provisions regarding MamaMancini’s, and certain covenants not to compete.

Brown is also entitled to receive certain Termination

September 19, 2022, MamaMancini’s entered into an employment agreement with Anthony Gruber as Chief Financial Officer of MamaMancini’s

for an initial term of five (5) years at an initial base salary of $250,000 per year and is eligible for a year-end bonus of up to $125,000.

He is also eligible to receive Sign-on Stock Performance Stock Units.

As part of the agreement, Mr.

Gruber is subject to confidentiality

and non-solicitation provisions regarding MamaMancini’s, and certain covenants not to compete.

Information required by this item is incorporated herein by reference from the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common stock

as of April 26, 2023 and by the officers and directors, individually and as a group.

Except as otherwise indicated, all shares are owned

directly and the shareholders listed possess sole voting and investment power with respect to the shares shown.

Name of Beneficial Owner(1)

Number of Shares Beneficially Owned

Percent of class(2)

5% or Greater Stockholders (other than Executive Officers and Directors)

7,223,248 (3)

Executive Officers and Directors

Matthew Brown

5,629,921 (4)

Anthony Gruber

1,434,801 (6)

Alfred D’Agostino

Michael Stengel

Meghan Henson

Shirley Romig

All executive officers and directors as a group (10 persons)

ownership is determined in accordance with Rule 13d-3(a) of the Exchange Act and generally includes voting or investment power with

respect to securities.

In determining beneficial ownership of our Common Stock, the number of shares shown includes shares which

the beneficial owner may acquire upon exercise of debentures, warrants and options which may be acquired within 60 days.

In determining

the percent of Common Stock owned by a person or entity on April 26, 2023, (a) the numerator is the number of shares of the class

beneficially owned by such person or entity, including shares which the beneficial ownership may be acquire within 60 days of April

26, 2023 on exercise of warrants and options and (b) the denominator is the sum of (i) the total shares of that class outstanding

on April 26, 2023 (36,310,807 shares of Common Stock).

Unless otherwise stated, each beneficial owner has sole power to vote and

dispose of its shares.

The address of each of the holders is 25 Branca Road, East Rutherford, NJ 07073.

may not add up due to rounding of percentages.

amount includes 6,170,356 shares held jointly with Ms.

Wolf and 1,052,892 shares held directly by Mr.

the wife of Mr.

Wolf maintains full voting control of such shares.

of the shares are held jointly with Ms.

Karen Wolf and 228,098 shares are held by Mr.

Wolf is the wife of Mr.

Brown maintains full voting control of such shares.

100,049 shares purchased in the open market.

amount includes 138,888 shares held by Steven Burns, 84,074 shares held by Milvia Burns, Mr.

Burns’ wife and 1,136,839 shares

held by Point Prospect, Inc., a corporation which is wholly-owned by Steven Burns.

Share total also includes options to purchase

125,000 shares of common stock.

amount includes 130,901 shares directly held by Alfred D’Agostino, 783,304 shares held by Alfred D’Agostino Revocable

Living Trust 11/6/2009, of which Alfred D’Agostino is the beneficial owner.

Share total also includes an option to purchase

125,000 shares of common stock.

amount includes 704,443 held by Thomas Toto and 66,667 held by Thomas and Andrea Toto, for which Thomas Toto is the beneficial owner.

Share total also includes an option to purchase 125,000 shares of common stock.

amount includes 279,072 shares held by Dean Janeway and 15,894 owned by Mary Janeway & Dean Janeway Jt.

Share total also

includes an option to purchase 125,000 shares of common stock.

amount includes 5,000 shares purchased by the holder in April 2021.

Company is authorized to issue an aggregate number of 270,000,000 shares of capital stock, of which 120,000 shares are Series A Preferred

stock, $0.00001 par value per share, 200,000 shares are Series B Preferred stock, $0.00001 par value per share, 19,680,000 shares are

preferred stock, $0.00001 par value per share and 250,000,000 shares are common stock, $0.00001 par value per share.

Company is authorized to issue 250,000,000 shares of common stock, $0.00001 par value per share.

At April 26, 2023, we had 36,317,857

shares of common stock issued and outstanding.

share of common stock has one (1) vote per share for all purposes.

Our common stock does not provide any preemptive, subscription or

conversion rights and there are no redemption or sinking fund provisions or rights.

Our common stockholders are not entitled to cumulative

voting for purposes of electing members to our board of directors.

Company is authorized to issue 120,000 shares are Series A Preferred stock, $0.00001 par value per share, 200,000 shares are Series B

Preferred stock, $0.00001 par value per share, and 19,680,000 preferred stock, $0.00001 par value per share.

Company has designated 120,000 shares of preferred stock as Series A Convertible Preferred stock.

All of the shares of the Company’s

previously issued Series A Convertible Preferred Stock were converted as of February 13, 2020 and none remain outstanding.

A Convertible Preferred Stock shares were convertible, at the option of the holder, into shares of Company Common Stock at a conversion

price of $0.675 (subject to adjustment) based upon the stated value of the Series A Convertible Preferred Stock.

the year ended January 31, 2023, the Company sold 54,600 shares of Series B Preferred Stock for gross proceeds of $1,365,000.

holders of Series B Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally

available for such purpose, an accruing cumulative dividend, in preference to any dividend on the Common Stock, at an annual rate of

eight percent (8%) of the Original Purchase Price, payable monthly.

of Series B Preferred may be converted into Common Stock at a rate of 1 share of Series B Preferred Stock into 15 shares of Common Stock

at any time at the option of the holder.

The Company can force conversion at $2.00 per share of Common Stock at any time after six (6)

months after issue if the Common Stock has a closing price of $2.00 or higher in any 30 consecutive trading days.

After 18 months, the

Company can force holders to convert at a 20% discount to the most recent 20-day average closing price per share.

The Company also has

the right to cause a conversion following a Fundamental Change.

any time on or after the date six (6) months after the Original Issue Date, the Company shall have the right, at its option, to give

notice of its election to redeem all outstanding shares of Series B Preferred Stock at the Redemption Price in effect on the date selected

by the Company.

“Redemption Price” shall mean (i) for the period from and after six (6) months from the Original Issue Date

until eighteen (18) months from the Original Issue Date, $2.50 plus accrued and unpaid dividends;

(ii) for the period from and after

the second anniversary of the Original Issue Date until the day immediately preceding the third anniversary of the Original Issue Date,

$3.00 plus accrued and unpaid dividends;

and (iii) from and after the third anniversary of the Original Issue Date, $3.50 plus accrued

and unpaid dividends.

The holders of the Series A Convertible Preferred were entitled to receive dividends at a rate of either percent (8%) per

annum payable quarterly in cash or Company Common Stock at the option of the holder.

The holders of Series B Preferred Stock shall be

entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for such purpose, an accruing

cumulative dividend, in preference to any dividend on the Common Stock, at an annual rate of eight percent (8%) of the Original Purchase

Price, payable monthly.

The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings,

if any, our capital requirements and financial position, general economic conditions, and other pertinent conditions.

It is our present

intention not to pay any cash dividends on our Common Stock in the foreseeable future, but rather to reinvest earnings, if any, in our

business operations.

We have not paid any cash dividends to the holders of our Common Stock.

of April 26, 2023, there are 13,650 outstanding warrants to purchase our common shares.

of April 26, 2023, there outstanding options to purchase 689,000 shares of Company Common Stock at prices ranging from $0.39 to $1.48

Information required by this item is incorporated herein by reference from the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders.

Certain Relationships and Related Transactions, and Director Independence.

currently lease 20,188 square feet in a fully contained facility at 184 Allen Boulevard, Farmingdale, NY from 148 Allen Blvd LLC for

production and distribution of T&L Creative Salads and Olive Branch products.

This property is owned by Anthony Morello, Jr., President

of T&L, as well as individuals related to Mr.

During the years ended January 31, 2022 and 2021, we paid $242,400 and $20,200,

respectively, in rent under this lease.

consummation of the acquisition of T&L, the Company executed a $3,000,000 promissory note with the sellers.

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.

As of January 31, 2023 and January 31, 2022, the outstanding balance under the note was $2,250,000 and $3,009,917,

respectively.

For the year ended January 31, 2023 and January 31, 2022 interest expense for this note was $101,771 and $9,917 respectively.

As of January 31, 2023 and January 31, 2022, accrued interest was $6,688 and $9,917, respectively.

board of directors has determined that each of Messrs.

D’Agostino, Toto, Janeway, Henson, Romig, and Stengel is an independent

director within the meaning of the applicable rules of the SEC and the NASDAQ Markets and that each of them is also an independent director

under Rule 10A-3 of the Exchange Act for the purpose of audit committee membership.

In addition, our board of directors has determined

Stengel is an audit committee financial expert within the meaning of the applicable rules of the SEC and the NASDAQ Markets.

Information required by this item is incorporated herein by reference from the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders.

Principal Accounting Fees and Services.

Fees consist of assurance and related services that are reasonably related to the performance of the audit or review of our financial

This category includes fees related to the performance of audits and attest services not required by statute or regulations,

and accounts consultations regarding the application of US GAAP to proposed transactions.

The aggregate audit fees billed for the fiscal

years ended January 31, 2023 and January 31, 2022, were $191,655 and $63,350, respectively.

aggregate fees billed for assurance and related services by our principal accountant that are reasonably related to the performance of

the audit or review of our financial statements, other than those previously reported in this Item 14, for the fiscal years ended January

31, 2023 and January 31, 2022 were $62,948 and $0, respectively.

Fees consist of the aggregate fees billed for professional services rendered by our principal accountants for tax compliance, tax advice,

and tax planning.

These services include preparation of federal and state income tax returns.

The aggregate tax fees billed for the years

ended January 31, 2023 and January 31, 2022 were $25,555 and $12,500, respectively.

Other Fees consists of all other fees for services rendered by our principal accountant.

For the years ended January 31, 2023 and January

31, 2022, there were no such services or fees billed.

Committee Pre-Approval Policies and Procedures

May 6, 2003, the SEC adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit

related service, the engagement be:

our audit committee;

entered into pursuant to

pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to

the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation

of the audit committee’s responsibilities to management.

Audit Committee pre-approved all services provided by our independent auditors for the period covered by this Annual Report on Form 10-K.

Information required by this item is incorporated herein by reference from the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders.

Exhibits, Financial Statements Schedules

3 unchanged sentences

(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).

Bylaws of MamaMancini’s Holdings, Inc.

(incorporated by reference from Exhibit 3.4 to the Company’s Current Report on Form 8-K/A filed on May 8, 2013).

Description of Common Stock

MamaMancini’s Holdings, Inc.

2021 Incentive Stock and Award Plan (incorporated by reference from Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed on March 10, 2023).

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)

4.1 Description of Common Stock (incorporated by reference from Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed on April 26, 2023).

10.1+ 2021 Incentive Stock and Award Plan, as Amended and Restated October 17, 2023 (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 20, 2023).

10.2+ Form of Nonqualified Stock Option Agreement (Non-Employee) (incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 5, 2013).

2 unchanged sentences

10.5+ Form of Incentive Stock Option Agreement (incorporated by reference from Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on June 5, 2013).

10.6+ Form of Restricted Stock Unit Award Agreement (incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 20, 2023)

10.7+ Form of Performance-Based Stock Unit Award Agreement (incorporated by reference from Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 20, 2023)

10.8+ Employment Agreement dated June 21, 2022 by and between the Company and Adam L.

Michaels (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on June 13, 2023).

10.9+ Employment Agreement dated September 19, 2022 by and between the Company and Anthony Gruber (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on June 13, 2023).

10.10 Development and License Agreement, by and between Daniel Daugherty and Market Finders Brokerage, Inc., dated as of January 1, 2009 (incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K/A filed on May 8, 2013).

Multiple Disbursement Term Loan with M&T Bank, dated as of October 26, 2022

10.11 Multiple Disbursement Term Loan with M&T Bank, dated as of October 26, 2022 (incorporated by reference from Exhibit 10.7 to the Company’s Annual Report on Form 10-K filed on April 26, 2023).

10.12 Amended and Restated Revolving Line Note with M&T Bank, dated as of October 26, 2022 (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on June 13, 2023).

10.13 Letter Amendment to the Revolving Line of Credit Loan, dated July 18, 2023 by and between M&T Bank, the Company and T&L Acquisition Corp.

(incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on September 12, 2023).

10.14 Membership Interest Purchase Agreement dated June 28, 2023 by and among the Company, Siegel Suffolk Family, LLC, R&I Loeb Family, LLC, Jeffrey Siegel, and Ronald Loeb (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 29, 2023).

21.1* List of Subsidiaries

7 unchanged sentences

1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive Data File (embedded within the

Inline XBRL document)

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

MAMAMANCINI’S HOLDINGS, INC.

97.1* Mama's Creations Compensation Recovery Policy

101.INS Inline XBRL Instance Document

101.SCH Inline XBRL Taxonomy Extension Schema Document

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Filed herewith

+Denotes management contract or compensatory arrangement

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MAMA'S CREATIONS, INC.

April 24, 2024

Chief Executive Officer (Principal Executive Officer)

/s/ Anthony Gruber

Anthony Gruber

Chief Financial Officer (Principal Financial Officer)

ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Adam Michaels and Anthony

Gruber as his or her true and lawful attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities,

to sign any amendments to this Report on Form 10-K and to file same, with exhibits thereto and other documents in connection therewith,

with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitutes,

may do or cause to be done by virtue hereof.

accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities

and on the dates indicated.

Chief Executive Officer, Chairman of the

April 26, 2023

Board of Directors

President, Director

April 26, 2023

Matthew Brown

Chief Financial Officer

April 26, 2023

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Adam Michaels and Anthony Gruber as his or her true and lawful attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Report on Form 10-K and to file same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

Michaels Chief Executive Officer, Chairman of the April 24, 2024

Michaels Board of Directors

/s/ Anthony Gruber Chief Financial Officer April 24, 2024

Anthony Gruber

April 26, 2023

/s/ Steven Burns Director April 24, 2024

/s/ Alfred D’Agostino Director April 24, 2024

Alfred D’Agostino

April 26, 2023

Meghan Henson

April 26, 2023

/s/ Tom Toto Director April 24, 2024

/s/ Dean Janeway Director April 24, 2024

/s/ Meghan Henson Director April 24, 2024

Meghan Henson

Michael Stengel

April 26, 2023

Michael Stengel

Shirley Romig

April 26, 2023

/s/ Shirley Romig Director April 24, 2024

Shirley Romig

MAMAMANCINI’S

HOLDINGS, INC.

FINANCIAL STATEMENTS

/s/ Lynn Blake Director April 24, 2024

MAMA'S CREATIONS, INC.

CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2024

Report of Independent Registered Public Accounting Firm (PCAOB ID:

1 unchanged sentence

Consolidated Statements of Operations for the Years ended January 31, 202 4 and 202 3

Consolidated Statements of Changes in Stockholders’ Equity for the Period from February 1, 2022 to January 31, 2023

Consolidated Statements of Changes in Stockholders’ Equity for the Years ended January 31, 2024 and 2023

Consolidated Statements of Cash Flows for the Years ended January 31, 202 4 and 202 3

Notes to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and

of MamaMancini’s Holdings, Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheets of MamaMancini’s Holdings, Inc.

(the Company) as of January 31, 2023

and 2022, and the related statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year

period ended January 31, 2023, and the related notes (collectively referred to as the consolidated financial statements).

In our opinion,

the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of January 31,

2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended January 31, 2023,

in conformity with accounting principles generally accepted in the United States of America.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance

with the U.S.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Mama's Creations, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Mama's Creations, Inc.

(the Company) as of January 31, 2024 and 2023, and the related statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended January 31, 2024, and the related notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended January 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

We determined

that there are no critical audit matters.

Rosenberg Rich Baker Berman, P.A.

have served as the Company’s auditor since 2011.

MamaMancini’s

Holdings, Inc.

Balance Sheets

January 31, 2023

January 31, 2022

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

We determined that there are no critical audit matters.

/s/ Rosenberg Rich Baker Berman, P.A.

We have served as the Company’s auditor since 2011.

Somerset, New Jersey

April 24, 2024

Mama's Creations, Inc.

Consolidated Balance Sheets

(In thousands, except share and per share data)

January 31, 2024 January 31, 2023

Current Assets:

Cash and cash equivalents $ 11,022 $ 4,378

Accounts receivable, net 7,859 6,832

2 unchanged sentences

Total current assets 23,566 15,674

Property and equipment, net

Property, plant, and equipment, net 4,436 3,423

Intangibles, net 4,979 1,503

Goodwill 8,633 8,633

Operating lease right of use assets, net 2,889 3,237

1 unchanged sentence

Equity method investment — 1,343

Security Deposits 95 54

Total Assets $ 45,101 $ 34,585

Liabilities and Stockholders’ Equity:

2 unchanged sentences

Term loan, net of debt discount of $ 38 and $ 60 , respectively

Operating lease liability

Operating leases liability 434 392

Finance leases payable 367 182

Promissory note – related party

Promissory notes – related parties 1,950 750

Total current liabilities 16,690 $ 11,879

Line of credit — $ 890

Operating lease liability – net of current

Operating leases liability – net of current 2,515 2,897

Finance leases payable – net of current 1,062 249

Promissory note – related party, net of current

Promissory notes – related parties, net of current 2,250 1,500

Term loan – net of current 3,003 4,655

14 unchanged sentences

250,000,000 shares authorized;

36,317,857 and 35,758,792 shares issued and outstanding as of January 31, 2023 and January 31, 2022

37,488,239 and 36,317,857 shares issued as of January 31, 2024 and January 31, 2023, respectively, 37,258,239 and 36,087,857 shares outstanding as of January 31, 2024 and January 31, 2023, respectively

Additional paid in capital 23,278 22,724

Accumulated deficit ( 3,547 ) ( 10,059 )

( 10,060,226 )

( 12,328,830 )

Treasury stock, 230,000 shares at cost

( 150 ) ( 150 )

Total Stockholders’ Equity 19,581 12,515

Total Liabilities and Stockholders’ Equity $ 45,101 $ 34,585

accompanying notes to the consolidated financial statements.

MamaMancini’s

Holdings, Inc.

Statements of Operations

See accompanying notes to the consolidated financial statements.

Mama's Creations, Inc.

Consolidated Statements of Operations

(in thousands, except per share data)

For the Years Ended

1 unchanged sentence

Costs of sales 72,951 73,770

Gross profit 30,333 19,418

Operating expenses:

Research and development 414 135

General and administrative

Selling, general and administrative 21,029 16,460

Total operating expenses 21,443 16,595

1 unchanged sentence

Other income (expenses)

Interest, net ( 549 ) ( 634 )

Amortization of debt discount ( 22 ) ( 22 )

Total other income (expenses)

Other income 27 3

Total other expenses ( 544 ) ( 653 )

Net income before income tax provision and income from equity method investment 8,346 2,170

1 unchanged sentence

Income tax provision ( 2,008 ) ( 9 )

Net income (loss)

Net income 6,561 2,304

series B preferred dividends ( 49 ) ( 34 )

Net income (loss) available to common stockholders

$ ( 251,926 )

Net income (loss) per common share

Net income available to common stockholders 6,512 2,270

Net income per common share

– basic $ 0.18 $ 0.06

– diluted $ 0.17 $ 0.06

Weighted average common shares outstanding

accompanying notes to the consolidated financial statements.

MamaMancini’s

Holdings, Inc.

Statements of Changes in Stockholders’ Equity

the Period from February 1, 2022 through January 31, 2023

Preferred Stock

Treasury Stock

Stockholders’

– basic 36,814,162 36,093,858

– diluted 38,381,407 37,313,178

See accompanying notes to the consolidated financial statements.

Mama's Creations, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

(in thousands)

For the Period from February 1, 2023 through January 31, 2024

Preferred Stock Series B

Preferred Stock Common Stock Treasury Stock Additional

Capital Accumulated

Deficit Stockholders’

Shares Amount Shares Amount Shares Amount Shares Amount

Balance, February 1, 2023 - $ - 55 $ - 36,318 $ - ( 230 ) $ ( 150 ) $ 22,724 $ ( 10,059 ) $ 12,515

$ ( 149,500 )

$ ( 12,328,830 )

Stock-based compensation - - - - 138 - - - 486 - 486

Stock issued for the exercise of options and warrants - - - - 213 - - - 68 - 68

Conversion of Series B preferred stock - - ( 55 ) - 819 - - - - - -

Series B Preferred dividend - - - - - - - - - ( 49 ) ( 49 )

Net income - - - - - - - - - 6,561 6,561

Balance, January 31, 2024 - $ - — $ - 37,488 $ — ( 230 ) $ ( 150 ) $ 23,278 $ ( 3,547 ) $ 19,581

For the Period from February 1, 2022 through January 31, 2023

Preferred Stock Series B

Preferred Stock Common Stock Treasury Stock Additional

Capital Accumulated

Deficit Stockholders’

Shares Amount Shares Amount Shares Amount Shares Amount

Balance, February 1, 2022 - $ - - $ - 35,759 $ - ( 230 ) $ ( 150 ) $ 20,588 $ ( 12,329 ) $ 8,109

Stock-based compensation - - - - - - - - 110 - 110

Stock issued for the exercise of options - - - - 57 - - - 26 - 26

2 unchanged sentences

Series B Preferred dividend - - - - - - - - - ( 34 ) ( 34 )

Balance, January 31, 2023

$ ( 149,500 )

$ ( 10,060,226 )

the Period from February 1, 2021 through January 31, 2022

Series A Preferred Stock

Treasury Stock

Stockholders’

Balance, February 1, 2021

$ ( 149,500 )

$ ( 12,076,904 )

$ ( 149,500 )

$ ( 12,076,904 )

Stock options issued for services

Common stock issued for services

Common stock issued for exercise of options

Net income (loss)

Net income - - - - - - - - - 2,304 2,304

Balance, January 31, 2023 - $ - 55 $ - 36,318 $ - ( 230 ) $ ( 150 ) $ 22,724 $ ( 10,059 ) $ 12,515

$ ( 149,500 )

$ ( 12,328,830 )

$ ( 149,500 )

$ ( 12,328,830 )

accompanying notes to the consolidated financial statements.

MamaMancini’s

Holdings, Inc.

Statements of Cash Flows

See accompanying notes to the consolidated financial statements.

Mama's Creations, Inc.

Consolidated Statements of Cash Flows

(in thousands)

For the Years Ended January 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)

$ ( 251,926 )

Net income $ 6,561 $ 2,304

Adjustments to reconcile net income to net cash provided by operating activities:

Provision for doubtful accounts

Depreciation 1,043 920

Provision for credit losses ( 140 ) 233

Amortization of debt discount 22 22

1 unchanged sentence

Amortization of intangibles 1,080 482

Share-based compensation

Stock-based compensation 436 110

Allowance for obsolete inventory 63 —

Change in deferred tax asset 215 ( 269 )

2 unchanged sentences

Accounts receivable 2,392 563

Inventories 263 ( 745 )

Prepaid expenses ( 540 ) ( 174 )

5 unchanged sentences

Cash paid for fixed assets ( 786 ) ( 593 )

Cash paid for equity method investment

Acquisition of companies – net of cash acquired

( 10,408,542 )

Cash paid for acquisition/investment in Chef Inspirational Foods, LLC, net ( 646 ) ( 500 )

Net Cash (Used in) Investing Activities ( 1,432 ) ( 1,093 )

( 1,093,214 )

( 11,270,957 )

CASH FLOWS FROM FINANCING ACTIVITIES:

1 unchanged sentence

Payment of stock offering costs — ( 66 )

Borrowings from term loan

Cash paid for financing fees — ( 27 )

Repayment of term loan ( 1,652 ) ( 1,293 )

( 1,293,095 )

Borrowings of line of credit, net

(Repayment) borrowings of line of credit, net ( 890 ) 125

Repayment of term loan - related party ( 750 ) ( 750 )

2 unchanged sentences

Proceeds from exercise of options 68 26

Net Cash (Used in) Provided by Financing Activities

Net Increase (Decrease) in Cash

( 2,339,962 )

Cash - Beginning of Period

Cash - End of Period

Net Cash (Used in) Financing Activities ( 3,545 ) ( 889 )

Net Increase in Cash 6,644 3,527

Cash and cash equivalents - Beginning of Period 4,378 851

Cash and cash equivalents - End of Period $ 11,022 $ 4,378

SUPPLEMENTARY CASH FLOW INFORMATION:

Cash Paid During the Period for:

Income taxes $ 1,620 $ 32

Interest $ 654 $ 634

SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Finance lease asset additions $ 1,270 $ 72

Operating lease asset additions

Related party loan to finance acquisition $ 2,700 $ —

1 unchanged sentence

Non-cash deposits on prepaid additions $ — $ 385

accompanying notes to the consolidated financial statements.

MamaMancini’s

Holdings, Inc.

to Consolidated Financial Statements

1 - Nature of Operations and Basis of Presentation

of Operations

MamaMancini’s

Holdings, Inc.

(the “Company”), (formerly known as Mascot Properties, Inc.) was organized on July 22, 2009 as a Nevada corporation.

Settlement of liability in common stock $ 50 $ —

See accompanying notes to the consolidated financial statements.

Mama's Creations, Inc.

Notes to Consolidated Financial Statements

January 31, 2024

Note 1 - Nature of Operations and Basis of Presentation

Nature of Operations

Mama's Creations, Inc.

(together with its subsidiaries, the “Company”), (formerly known as MamaMancini's Holdings, Inc.

and Mascot Properties, Inc.) was organized on July 22, 2009 as a Nevada corporation.

The Company has a year-end of January 31.

MamaMancini’s

(“Mamas”) is a marketer, manufacturer and distributor of beef meatballs with sauce, turkey meatballs with sauce, beef

meat loaf, sausage & peppers, chicken parmesan 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 dinners, single-size Pasta Bowls, bulk deli, packaged refrigerated

Mamas products were submitted to the United States Department of Agriculture (the “USDA”) and approved as all natural.

The USDA defines all natural as a product that contains no artificial ingredients, coloring ingredients or chemical preservatives and

is minimally processed.

December 29, 2021, the Company made two acquisitions which expand the Company’s core product lines, and access to specific markets.

T&L Creative Salads, Inc.

(“T&L”) and Olive Branch, LLC (“OB” or “Olive Branch”), are related

premier gourmet food manufacturers based in New York.

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

bagel stores, caterers and provision distributors.

T&L uses high-quality meats, seafood and vegetables, prepared to meet the standards

set forth by the USDA and the FDA.

Olive 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.

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 June 28, 2023.

The acquisition

of the interest in CIF is being accounted for under the equity method of accounting for investments.

following presents the unaudited results of operations for the period June 28, 2022 (acquisition date) through January 31, 2023 of CIF.

of Results of Operations

Our subsidiary MamaMancini’s Inc.

(“MamaMancinis”) is a marketer, manufacturer and distributor of beef and turkey meatballs with sauce, grilled, roasted and breaded chicken, sausage & 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 bowls, bulk deli, and packaged refrigerated protein products.

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

The USDA defines all natural as a product that contains no artificial ingredients, coloring ingredients or chemical preservatives and is minimally processed.

Our Subsidiary T&L Acquisition Corp.

is a premier gourmet food manufacturer based in New York.

T&L Acquisition Corp.

DBA T&L Creative Salads (“T&L”) and Olive Branch (“OB”), offer a full line of foods 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 Food and Drug Administration ("FDA").

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

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.

The investment consists of $ 500 thousand in cash and $ 700 thousand in the Company’s common stock.

The acquisition of the interest in CIF was accounted for under the equity method of accounting for investments up until the Company acquired the remaining interest of CIF.

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 $ 1.0 million in cash at closing and a $ 2.7 million promissory note (the "CIF Acquisition").

The promissory note requires a principal payment of $ 1.2 million in cash on the first anniversary of the closing date, and a payment of $ 1.5 million in common stock of the Company on the second anniversary of the closing date.

The following presents the unaudited results of operations for the pe riod June 28, 2022 ( minority interest acquisition date) through January 31, 2023 and from February 1, 2023 through June 28, 2023 (CIF Acquisition date) of CIF (in thousands).

For the Period

February 1, 2023

June 28, 2023 For the Period

June 28, 2022

January 31, 2023

2 - Summary of Significant Accounting Policies

of Presentation

consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in

the United States of America (“U.S.

GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries as of

the reporting period ending dates and for the reporting periods.

Revenues $ 13,721 $ 18,238

Net income $ 931 $ 598

On July 31, 2023, the Company filed an amendment to the Articles of Incorporation with the Secretary of State of the State of Nevada to change the Company’s name from “MamaMancini’s Holdings, Inc.” to “Mama’s Creations, Inc.” (the “Name Change”).

The Name Change, which was approved by the Company’s stockholders at its annual meeting on July 31, 2023, did not alter the voting powers or relative rights of the Company Common Stock, reflects the evolution of the Company

from its origins as a home style, old world Italian food company to a "one stop shop" including all-natural specialty prepared refrigerated foods for sale in retailers around the country.

On July 31, 2023, the Company also amended and restated its Amended and Restated Bylaws, solely to reflect the name change (as amended, the “Second Amended and Restated Bylaws”).

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

The Consolidated Financial Statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and include the accounts of the Company and its wholly owned subsidiaries as of the reporting period ending dates and for the reporting periods.

All intercompany balances and transactions have been eliminated in consolidation.

preparation of consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that

affect the amounts reported in the consolidated financial statements and accompanying notes.

Such estimates and assumptions impact, among

others, the following:

allowance for doubtful accounts, purchase price accounting, the fair value of share-based payments, inventory

reserves, impairment of goodwill and intangible assets, and estimates for unrealized returns, discounts, and other allowances that are

netted against revenue.

estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of

a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered

in formulating its estimate could change in the near term due to one or more future confirming events.

Accordingly, the actual results

could differ significantly from our estimates.

and Uncertainties

Company operates in an industry that is subject to intense competition and changes in consumer demand.

The Company’s operations

are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business

Company has experienced, and in the future expects to continue to experience, variability in sales and earnings.

The factors expected

to contribute to this variability include, among others, (i) the cyclical nature of the grocery industry, (ii) general economic conditions

in the various local markets in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility

of prices pertaining to food and beverages in connection with the Company’s distribution of the product.

These factors, among others,

make it difficult to project the Company’s operating results on a consistent basis.

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

held no cash equivalents at January 31, 2023 and January 31, 2022.

Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution.

The balance at times may exceed federally insured limits.

At January 31, 2023, the Company had approximately $ 3.5 million in cash balances

that exceed federally insured limits.

Receivable and Allowance for Doubtful Accounts

receivable are stated at the amount management expects to collect from outstanding balances.

The Company generally does not require collateral

to support customer receivables.

The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts

receivable, historical collection information and existing economic conditions.

The Company determines if receivables are past due based

on days outstanding, and amounts are written off when determined to be uncollectible by management.

As of January 31, 2023 and January

31, 2022, the reserve for uncollectible accounts was approximately $ 233,000 and $ 2,000 , respectively.

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

NRV is defined as estimated selling prices

less costs of completion, disposal, and transportation.

Certain amounts in the prior years have been reclassified to conform to the current year presentation.

Use of Estimates

The preparation of the Consolidated Financial Statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.

Such estimates and assumption s impact, among others, the following:

allowance for credit losses, valuation of the acquisition of the remaining interest of CIF (which was accounted for as an asset acquisition as substantially all of the fair value is concentrated in customer relationships) , the fair value of stock based compensation, inventory reserves, impairment of goodwill and intangible assets, and estimates for unrealized returns, discounts, and other allowances that are netted against revenue.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from our estimates.

Risks and Uncertainties

The Company operates in an industry that is subject to intense competition and changes in consumer demand.

The Company’s operations are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business failure.

The Company has experienced, and in the future expects to continue to experience, variability in sales and earnings.

The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the grocery industry, (ii) general economic conditions in the various local markets in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices pertaining to food and beverages in connection with the Company’s distribution of the product.

These factors, among others, make it difficult to project the Company’s operating results on a consistent basis.

Segment Reporting

For the years ended January 31, 2024 and 2023, t he Company was managed as a single operating segment.

The Chief Executive Officer, who is 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.

As such, the Company has one reportable segment.

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

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with a 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

January 31, 2024, exceeds insured amounts.

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

Accounts Receivable and Allowance for Credit Losses

Accounts receivable are stated at the amount management expects to collect from outstanding balances.

The Company generally does not require collateral to support customer receivables.

Estimated product returns are immaterial.

Management assesses the collectability of outstanding customer invoices, and maintains an allowance resulting from the expected non-collection of customer receivables.

In estimating this reserve, management considers factors such as historical collection experience, customer creditworthiness, specific customer risk, and current and expected general economic conditions.

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

As of January 31, 2024 and January 31, 2023, the reserve for uncollectible accounts was approximately $ 93 thousand and $ 233 thousand, respectively.

For the years ended January 31, 2024 and January 31, 2023 the Company wrote off approximately $ 140 thousand and $ 0 respectively, against the allowance for credit losses established.

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

NRV is defined as estimated selling prices less costs of completion, disposal, and transportation.

The cost of inventory is determined on the first-in, first-out basis.

regularly reviews inventory quantities on-hand and records a provision for excess and obsolete inventory based primarily on selling prices,

indications from customers based upon current price negotiations and purchase orders.

In addition, and as necessary, specific reserves

for future known or anticipated events may be established.

by major category are as follows:

of Inventories

January 31, 2023

January 31, 2022

Raw Materials

The cost of finished goods inventories includes ingredients, direct labor, freight-in for ingredients, and indirect production and overhead costs.

The Company monitors its inventory to identify excess or obsolete items on hand.

The Company reviews inventory quantities on-hand and records a provision for excess and obsolete inventory based primarily on selling prices, indications from customers based upon current price negotiations and purchase orders.

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

As of January 31, 2024 and January 31, 2023, the reserve for obsolete inventory was approximately $ 95 thousand and $ 32 thousand, respectively.

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

January 31, 2024 January 31, 2023

Raw materials and packaging $ 1,159 $ 1,883

Work in process 237 99

Finished goods 1,914 1,654

reserve for obsolescence at January 31, 2023 and January 31, 2022 was $ 32,433 and $ 64,034 , respectively.

and Equipment

and equipment are recorded at cost net of depreciation.

Depreciation expense is computed using straight-line methods over the estimated

useful lives.

lives for financial statement reporting of depreciation are:

of Property and Equipment Estimated Useful Lives

Machinery and equipment

Furniture and fixtures

Total $ 3,310 3,636

Property and Equipment

Property and equipment are recorded at cost net of depreciation.

Depreciation expense is computed using straight-line methods over the estimated useful lives.

Asset lives for financial statement reporting of depreciation are:

Machinery and equipment 2 - 7 years

Furniture and fixtures 3 - 5 years

Leasehold improvements *

a straight-line basis over the term of the lease or the estimated useful lives, whichever period is shorter.

sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain

or loss is reflected in the consolidated statements of operations.

Company accounts for acquired internal-use software licenses and certain costs within the scope of ASC 350-40, Intangibles - Goodwill

and Other - Internal-Use Software as intangible assets.

The Company capitalized $ 87,639 of costs incurred in the year ended January

31, 2021 to implement cloud computing arrangements.

Acquired internal-use software licenses are amortized over the term of the arrangement

on a straight-line basis to the line item within the consolidated statements of operations that reflects the nature of the license.

November 2021, the Company finalized the implementation process and began to use the software license.

During the years ended January

31, 2023 and 2022, the Company recorded amortization of $ 80,336 and $ 7,303 , respectively.

Additionally,

the Company evaluates its accounting for fees paid in an agreement to determine whether it includes a license to internal-use software.

If the agreement includes a software license, the Company accounts for the software license as an intangible asset.

Acquired software

licenses are recognized and measured at cost, which includes the present value of the license obligation if the license is to be paid

for over time.

If the agreement does not include a software license, the Company accounts for the arrangement as a service contract (hosting

arrangement) and hosting costs are generally expensed as incurred.

is the excess of the consideration paid for a business over the fair value of the identifiable net assets acquired.

Goodwill and other

indefinite lived intangible assets are not amortized.

Instead, these assets are reviewed annually (or more frequently under various conditions)

for impairment.

The Company has the option to perform a qualitative assessment to determine whether it is necessary to perform the quantitative

goodwill impairment test.

However, the Company may elect to perform the quantitative goodwill impairment test even if no indications

of a potential impairment exist.

performing its quantitative annual, or interim, goodwill impairment test the Company is comparing the fair value of its reporting units

with their carrying amounts.

The Company would recognize an impairment charge for the amount by which the carrying amount exceeds the

reporting unit’s fair value;

however, the loss recognized would not exceed the total amount of goodwill allocated to that reporting

Additionally, the Company considers income tax effects from any tax-deductible goodwill on the carrying amount of its reporting

unit when measuring the goodwill impairment loss, if applicable.

The fair value of the reporting units is estimated using discounted

cash flow methodologies, as well as considering third party market value indicators.

The Company’s use of a discounted cash flow

methodology includes estimates of future revenue based upon budgets and projections.

The Company also develops estimates for future levels

of gross and operating profits and projected capital expenditures.

The Company’s methodology also includes the use of estimated

discount rates based upon industry and competitor analysis as well as other factors.

Calculating the fair value requires significant

estimates and assumptions by management.

Should the estimates and assumptions regarding the fair value of the reporting units prove to

be incorrect, the Company may be required to record impairments to its goodwill in future periods and such impairments could be material.

evaluates the remaining useful life of an intangible asset that is not being amortized each reporting period to determine whether events

and circumstances continue to support an indefinite useful life.

If an intangible asset that is not being amortized is subsequently determined

to have a finite useful life, it is amortized prospectively over its estimated remaining useful life.

of January 31, 2023, there were no impairment losses recognized for goodwill.

intangibles consist of trademarks, trade names and customer relationships.

Intangible asset lives for financial statement reporting of

amortization are:

of Other Intangible Assets Impairment Losses Recognized for Goodwill

Tradenames and trademarks

Customer relationships

the year ended January 31, 2023 and 2022, the Company recognized amortization of $ 402,133 and $ 36,357 respectively related to other intangible

Value of Financial Instruments

purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current

transaction between willing parties, other than in a forced sale or liquidation.

The carrying amount of the Company’s short-term

financial instruments approximates fair value due to the relatively short period to maturity for these instruments.

and Development

and development is expensed as incurred.

Research and development expenses for the years ended January 31, 2023 and 2022 were $ 135,141

and $ 120,692 , respectively.

Company recognizes revenue in accordance with FASB Topic 606, Revenue from Contracts with Customers (Topic 606) .

Company’s sales are generated from the sale of finished products to customers, contain a single performance obligation and revenue

is recognized at a single point in time when ownership, risks and rewards transfer.

Typically, this occurs when the goods are received

by the customer.

Revenues are recognized in an amount that reflects the net consideration the Company expects to receive in exchange

for the goods.

The Company reports all amounts billed to a customer in a sale transaction as revenue.

The Company elected to treat shipping

and handling activities as fulfillment activities, and the related costs are recorded as selling expenses in general and administrative

expenses on the consolidated statements of operations.

Company promotes its products with consumer incentives and trade promotions.

These programs include discounts, slotting fees, coupons,

rebates, in-store display incentives and volume-based incentives.

Customer trade promotion and consumer incentive activities are recorded

as a reduction to the transaction price based on amounts estimated as being due to customers and consumers at the end of a period.

Company derives these estimates principally on historical utilization and redemption rates.

The Company does not receive a distinct service

in relation to the consumer incentives and trade promotions.

terms in the Company’s invoices are based on the billing schedule established in contracts and purchase orders with customers.

The Company recognizes the related trade receivable when the goods are received by the customer.

such as slotting fees, sales discounts, and allowances are accounted for as a direct reduction of revenues as follows:

of Expenses of Slotting Fees, Sales Discounts and Allowances are Accounted as Direct Reduction of Revenues

January 31, 2023

January 31, 2022

(*) Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever period is shorter.

Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of operations.

The Company reviews the recoverability of property and equipment when circumstances indicate that the carrying value of an asset or asset class may not be recoverable.

Indicators of impairment could include, among other factors, significant changes in the business environment, the planned closure of a facility, or deterioration in operating cash flows.

Considerable management judgment is necessary to evaluate the impact of operating changes and to estimate future cash flows.

Expenditures for repairs and maintenance which do not substantially improve or extend the useful life of an asset are expensed as incurred.

Goodwill and Other Intangible Assets

Goodwill is the excess of the consideration paid for a business over the fair value of the identifiable net assets acquired.

Goodwill and other indefinite lived intangible assets are not amortized.

Instead, these assets are reviewed at least annually for impairment.

The Company has the option to perform a qualitative assessment to determine whether it is necessary to perform the quantitative goodwill impairment test.

However, the Company may elect to perform the quantitative goodwill impairment test even if no indications of a potential impairment exist.

When performing its quantitative annual goodwill impairment test the Company is comparing the fair value with its carrying amounts.

The Company would recognize an impairment charge for the amount by which the carrying amount exceeds the fair value;

however, the loss recognized would not exceed the total amount of goodwill.

Additionally, the Company considers income tax effects from any tax-deductible goodwill on the carrying amount when measuring the goodwill impairment loss, if applicable.

The fair value is estimated using discounted cash flow methodologies, as well as considering third party market value indicators.

The Company’s use of a discounted cash flow methodology includes estimates of future revenue based upon budgets and projections.

The Company also develops estimates for future levels of gross and operating profits and projected capital expenditures.

The Company’s methodology also includes the use of estimated discount rates based upon industry and competitor analysis as well as other factors.

Calculating the fair value requires significant estimates and assumptions by management.

Should the estimates and assumptions regarding the fair value of the reporting units prove to be incorrect, the Company may be required to record impairments to its goodwill in future periods and such impairments could be material.

As of January 31, 2024, there were no impairment losses recognized for goodwill.

Other Intangibles

Other intangibles consist of trademarks, trade names and customer relationships.

Intangible asset lives for financial statement reporting of amortization are:

Tradenames and trademarks 3 years

Customer relationships 4 - 5 years

Fair Value of Financial Instruments

Fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.

The carrying value of the Company’s short-term financial instruments, such as cash and cash equivalents, accounts receivable, and accounts payable, approximate fair value due to the immediate or short-term maturity of these instruments.

The interest rate on the Company’s line of credit and notes payable has a variable component, which is reflective of the market for such instruments at any given date, and as such the carrying value this debt value approximates its fair value.

Research and Development

Research and development is expensed as incurred.

Research and development expenses for the years ended January 31, 2024 and 2023 were approximately $ 414 thousand and $ 135 thousand, respectively.

Revenue Recognition

The Company recognizes revenue in accordance with FASB Topic 606, Revenue from Contracts with Customers (Topic 606) .

The Company’s sales are primarily generated from the sale of finished products to customers.

Revenue is recognized when the performance obligation is satisfied, and the promised goods have been transferred.

Control transfers when the product is shipped or delivered based upon applicable shipping terms.

For each contract, the Company considers the transfer of product to be the performance obligation.

Although some payment terms may be extended, generally the Company’s payment terms are approximately 15- 30 days.

Accordingly, there are no significant financing components to consider when determining the transaction price.

The Company elected to treat shipping and handling activities as fulfillment activities, and the related costs are recorded as selling expenses in selling, general and administrative expenses on the Consolidated Statements of Operations.

The Company promotes its products with trade incentives and promotions.

These programs include discounts, slotting fees, coupons, rebates, in-store display incentives and volume-based incentives.

The trade incentives and promotions are recorded as a reduction to the transaction price based on amounts estimated as being due to customers at the end of the period.

The Company derives these estimates based on historical experience.

The Company does not receive a distinct service in relation to the trade incentives and promotions.

The Company’s contracts are all short term in nature, therefore there are no unsatisfied performance obligations requiring disclosure as of January 31, 2024.

Expenses such as slotting fees, sales discounts, and allowances are accounted for as a direct reduction of revenues as follows (in thousands):

For the Years Ended

January 31, 2023

January 31, 2022

January 31, 2024 January 31, 2023

Gross Sales $ 106,104 $ 95,420

Slotting, Discounts, and Allowances 2,820 2,232

Disaggregation

of Revenue from Contracts with Customers.

The following table disaggregates gross revenue by significant geographic area for the

years ended January 31, 2023 and 2022:

of Disaggregates Gross Revenue by Significant Geographic Area

January 31, 2023

January 31, 2022

Net Sales $ 103,284 $ 93,188

Disaggregation of Revenue from Contracts with Customers.

The following table disaggregates gross revenue by significant geographic area for the years ended January 31, 2024 and 2023 (in thousands):

For the Years Ended

January 31, 2023

January 31, 2022

Total revenue

of sales represents costs directly related to the production and manufacturing of the Company’s products.

Costs include product

development, freight-in, packaging, and print production costs.

incurred for producing and communicating advertising for the Company are charged to operations as incurred.

Producing and communicating

advertising expenses for the years ended January 31, 2023 and 2022 were approximately $ 693,000 and $ 735,000 , respectively.

Company accounts for stock-based compensation in accordance with ASC Topic 718, “ Compensation – Stock Compensation”

( “ASC 718” ), which establishes financial accounting and reporting standards for stock-based employee compensation.

It defines a fair value-based method of accounting for an employee stock option or similar equity instrument.

Company recognizes all forms of share-based payments, including stock option grants, warrants and restricted stock grants, at their fair

value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest.

payments, excluding restricted stock, are valued using a Black-Scholes option pricing model.

Grants of share-based payment awards issued

to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable

January 31, 2024 January 31, 2023

Northeast $ 37,189 $ 36,846

Southeast 30,183 28,306

Midwest 18,609 15,243

West 20,123 15,025

Total gross revenue $ 106,104 $ 95,420

Cost of Sales

Cost of sales represents costs related to the production and manufacturing of the Company’s products.

Costs incurred for producing and communicating advertising for the Company are charged to operations as incurred.

Producing and communicating advertising expenses for the years ended January 31, 2024 and 2023 were approximately $ 1.2 million and $ 693 thousand, respectively.

Stock-Based Compensation

The Company provides compensation benefits in the form of performance stock awards, restricted stock units, stock options, and warrants.

The cost of the stock-based compensation is recorded at fair value on the date of grant and expensed in our consolidated statement of operations over the requisite service period.

Performance stock awards are granted to certain executive officers.

Each performance stock award entitles the participant to earn shares of common stock upon the attainment of certain market conditions and 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 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 the Monte Carlo simulation valuation model.

For each path, the PSUs payoff is calculated based on the contractual terms, whereas the fair value of the PSUs is calculated as the average present value of all modeled payoffs.

The determination of the grant date fair value of PSUs issued is affected by a number of variables and subjective assumptions, including (i) the fair value of the Company’s common stock of $ 1.17 and $ 1.40 , (ii) the expected common stock price volatility over the expected life of the award of 85.7 % and 87.0 %, (iii) the term of the award of 5 years and 5 years, (iv) risk-free interest rate of 3.7 % and 3.4 %, (v) the expected dividend yield of 0 % and 0 %.

Forfeitures are recognized when they occur.

There were no performance stock units that vested in the year ended January 31, 2024.

The Company's performance against the defined goals are 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 values stock options and warrants using the Black-Scholes option pricing model.

Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value.

The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period.

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.

Stock-based compensation expenses are included in cost of goods sold or general and administrative expenses,

depending on the nature of the services provided, in the consolidated statements of operations.

Share-based payments issued to placement

agents are classified as a direct cost of a stock offering and are recorded as a reduction in additional paid in capital.

the year ended January 31, 2023 and 2022, share-based compensation amounted to $ 110,006 and $ 32,918 , respectively.

the year ended January 31, 2023 and 2022, when computing fair value of share-based payments, the Company has considered the following

of Fair Value of Share-Based Payments

January 31, 2023

January 31, 2022

Risk-free interest rate

Expected life of grants

Expected volatility of underlying stock

expected option term is computed using the “simplified method” for “plain vanilla” options as permitted under

the provisions of ASC 718-10-S99.

The Company uses the simplified method to calculate expected term of share options and similar instruments

as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.

expected stock price volatility for the Company’s stock options was estimated using the historical volatilities of the Company’s

common stock.

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 year ended January 31, 2024 and 2023, when computing fair value of stock options issued, the Company has considered the following variables:

January 31, 2024 January 31, 2023

Risk-free interest rate N/A 2.8 %

Expected life of grants N/A 6.5 years

Expected volatility of underlying stock N/A 85.7 %

Dividends N/A 0

The expected option term is computed using the “simplified method” for “plain vanilla” options as permitted under the provisions of ASC 718-10-S99.

The Company uses the simplified method to calculate expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.

The expected stock price volatility for the Company’s stock options was estimated using the historical volatilities of the Company’s common stock.

Risk free interest rates were obtained from U.S.

Treasury rates for the applicable periods.

(Loss) Per Share

net income or loss per share attributable to common stockholders excludes dilution and is computed by dividing net income or loss attributable

to common stockholders during the period by the weighted average number of common shares outstanding during the period.

Diluted net income

or loss per share reflects potential dilution and is computed by dividing net income (loss) attributable to common stockholders by the

weighted average number of common shares outstanding during the period, which is increased by the number of additional common shares

that would have been outstanding if the potential common shares had been issued.

However, if the effect of any additional securities

are anti-dilutive (i.e., resulting in a higher net income per share or lower net loss per share), they are excluded from the dilutive

net income or loss computation.

The dilutive effect of stock options, warrants, and restricted stock is calculated using the treasury-stock

method and the dilutive effect of the Series B Preferred stock is calculated using the treasury or if-converted method.

following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net income attributable

to common stockholders per common share.

of Earnings Per Share, Basic and Diluted

January 31, 2023

January 31, 2022

The Company values Restricted Stock Units ("RSUs") based on the closing price of the Company's common stock on the date the grant is issued and recognizes the expense related to this value on a straight line basis over the vesting term.

For the year ended January 31, 2024, the Company issued 19,960 shares valued at approximately $ 50 thousand to certain employees as compensation.

Earnings Per Share

Basic net income or loss per share attributable to common stockholders excludes dilution and is computed by dividing net income attributable to common stockholders during the period by the weighted average number of common shares outstanding during the period.

Diluted net income or loss per share reflects potential dilution and is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding during the period, which is increased by the number of additional common shares that would have been outstanding if the potential common shares had been issued.

However, if the effect of any additional securities are anti-dilutive (i.e., resulting in a higher net income per share or lower net loss per share), they are excluded from the dilutive net income computation.

dilutive effect of stock options, warrants, and restricted stock is calculated using the treasury-stock method and the dilutive effect of the Series B Preferred stock is calculated using the if-converted method.

The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net income attributable to common stockholders per common share (in thousands).

For the Years Ended

January 31, 2023

January 31, 2022

Net income (loss) attributable to common stockholders

January 31, 2024 January 31, 2023

Net income attributable to common stockholders $ 6,512 2,270

Effect of dilutive securities:

Diluted net income (loss)

$ ( 251,926 )

Diluted net income $ 6,561 $ 2,304

Weighted average common shares outstanding - basic 36,814 36,094

1 unchanged sentence

Series B Preferred — 819

Options 64 355

Performance Stock Units 1,195 —

Restricted Stock 308 45

Weighted average common shares outstanding and assumed conversion – diluted 38,381 37,313

Basic net income (loss) per common share

Diluted net income (loss) per common share

Basic net income per common share $ 0.18 $ 0.06

Diluted net income per common share $ 0.17 $ 0.06

(a) - Anti-dilutive securities excluded:

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

A deferred tax asset or liability is

recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards.

Deferred tax expense

(benefit) results from the net change during the period of deferred tax assets and liabilities.

tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all

of the deferred tax assets will not be realized.

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

the date of enactment.

As of January 31, 2023 and January 31, 2022, the Company recognized a deferred tax asset of $ 717,559 and $ 448,501 ,

respectively, which is included in other long-term liabilities or other long-term assets on the consolidated balance sheets.

regularly evaluates the need for a valuation allowance related to the deferred tax asset.

Accounting Pronouncements

May 2021, the FASB issued accounting standards update ASU 2021-04, “Earnings Per Share (Topic 260), Debt— Modifications

and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts

in Entity’s Own Equity (Subtopic 815-40):

Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified

Written Call Options”, to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding

equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange.

The amendments

in this ASU are effective for public and nonpublic entities for fiscal years beginning after December 15, 2021, and interim periods with

fiscal years beginning after December 15, 2021.

Early adoption is permitted, including adoption in an interim period.

The Company adopted

the new standard on February 1, 2022 and the adoption of the new standard did not have a significant impact on the Company’s consolidated

financial statements.

August 2020, the FASB issued ASU No.

2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

(“ASU 2020-06”), which simplifies an issuer’s accounting for convertible instruments by reducing the number of

accounting models that require separate accounting for embedded conversion features.

ASU 2020-06 also simplifies the settlement assessment

that entities are required to perform to determine whether a contract qualifies for equity classification and makes targeted improvements

to the disclosures for convertible instruments and earnings-per-share (EPS) guidance.

This update will be effective for the Company’s

fiscal years beginning after December 15, 2023, and interim periods within those fiscal years.

Early adoption is permitted, but no earlier

than fiscal years beginning after December 15, 2020, and interim periods within those fiscal years.

Entities can elect to adopt the new

guidance through either a modified retrospective method of transition or a fully retrospective method of transition.

The Company is currently

evaluating the impact of the pending adoption of the new standard on its financial statements and intends to adopt the standard as of

January 1, 2024.

does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect

on the accompanying consolidated financial statements.

January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350)—Simplifying the Test for Goodwill Impairment

(“ASU 2017-04”).

ASU 2017-04 simplifies the accounting for goodwill impairments by eliminating the requirement to compare

the implied fair value of goodwill with its carrying amount as part of step two of the goodwill impairment test referenced in Accounting

Standards Codification (“ASC”) 350, Intangibles - Goodwill and Other (“ASC 350”).

As a result, an entity should

perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount.

impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value.

the impairment loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.

ASU 2017-04 is effective

for annual reporting periods beginning after December 15, 2022, including any interim impairment tests within those annual periods, with

early application permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.

2022, we elected to early adopt ASU 2017-04, and the adoption had no impact on our consolidated financial statements.

We will perform

future goodwill impairment tests according to ASU 2017-04.

3 – Business Acquisitions

Company accounts for acquisitions in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification

(“ASC”) 805, “Business Combinations” (“ASC 805”), and goodwill in accordance with ASC 350,

“ Intangibles — Goodwill and Other” (“ASC 350”).

The excess of the purchase price over the estimated

fair value of net assets acquired in a business combination is recorded as goodwill.

ASC 805 specifies criteria to be used in determining

whether intangible assets acquired in a business combination must be recognized and reported separately from goodwill.

December 23, 2021, the Company announced the signing of definitive agreements for two acquisitions – T&L and OB, which are

gourmet food manufacturers based in New York.

The closing of these transactions was completed on December 29, 2021.

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

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 holder of the Note is T&L Acquisition Corp., a wholly-owned subsidiary

of the Company, and is guaranteed by the Company.

The 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.

The cash payment was funded through cash on hand and a $ 7.5 million

long-term acquisition note from M&T Bank (see below).

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 amortization period.

The Maturity Date of the Loan is

January 17, 2027 .

Interest is payable on the unpaid principal amount of the Loan at a variable rate per annum based on the Company’s

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

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

if the Senior Funded Debt/EBITDA ratio is:

(i) greater than 2.25 but less than

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

(ii) greater than 1.50 but less than or

equal to 2.25, 3.62 percentage points above one-day Secured Overnight Financing Rate (“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

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

During the year ended January 31, 2022, the Company

incurred approximately $ 748,000 in transaction costs for professional fees and other expenses, which are included in General and administration

operating expenses on the Consolidated Statements of Operations.

Of these fees, approximately $ 401,000 was paid to Spartan Capital Securities,

following presents the unaudited pro-forma combined results of operations for the year ended January 31, 2022 of T&L and OB with

the Company as if the entities were combined on February 1, 2021.

of Pro-forma Combined Results of Operation

For the Year Ended

January 31, 2022

Net income per share - basic

Weighted average number of shares outstanding

unaudited pro-forma results of operations are presented for information purposes only.

The unaudited pro-forma results of operations

are not intended to present actual results that would have been attained had the acquisitions been completed as of February 1, 2021 or

to project potential operating results as of any future date or for any future periods.

805 defines the acquirer in a business combination as the entity that obtains control of one or more businesses in a business combination

and establishes the acquisition date as the date the acquirer achieves control.

ASC 805 requires an acquirer to recognize the assets

acquired, the liabilities assumed, and any noncontrolling interest in the acquirer (if any) at the acquisition date, measured at their

fair values as of that date.

ASC 805 also requires the acquirer to recognize contingent consideration (if any) at the acquisition date,

measured at its fair value at that date.

following summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date:

of Asset Acquired and Liabilities Assumed

Accounts receivable

Fixed assets, net

Total identified assets acquired

Accounts payable and accrued expenses

Total liabilities assumed

Total net assets acquired

acquisition method of accounting requires extensive use of estimates and judgments to allocate the considerations transferred to the

identifiable tangible and intangible assets acquired and liabilities assumed.

The amounts used in computing the purchase price differ

from the amounts in the purchase agreements due to fair value measurement conventions prescribed by accounting standards.

intangible assets acquired include the trademarks and customer relationships.

represents the assembled workforce, acquired capabilities, and future economic benefits resulting from the acquisition.

All of the goodwill

is deductible for tax purposes.

4 - Property and Equipment:

and equipment on January 31, 2023 and January 31, 2022 are as follows:

Schedule of Property and Equipment

January 31, 2023

January 31, 2022

Options — 150

Warrants — 14

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

A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards.

Deferred tax expense (benefit) results from the net change during the period of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

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

As of January 31, 2024 and January 31, 2023, the Company recognized a deferred tax asset of approximately $ 503 thousand and $ 718 thousand, respectively, which is included in other long-term liabilities or other long-term assets on the consolidated balance sheets.

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

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU No.

2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies an issuer’s accounting for convertible instruments by reducing the number of accounting models that require separate accounting for embedded conversion features.

ASU 2020-06 also simplifies the

settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification and makes targeted improvements to the disclosures for convertible instruments and earnings-per-share (EPS) guidance.

Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and interim periods within those fiscal years.

Entities can elect to adopt the new guidance through either a modified retrospective method of transition or a fully retrospective method of transition.

This guidance will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

We do not expect the adoption to have a material impact on our consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350)—Simplifying the Test for Goodwill Impairment (“ASU 2017-04”).

ASU 2017-04 simplifies the accounting for goodwill impairments by eliminating the requirement to compare the implied fair value of goodwill with its carrying amount as part of step two of the goodwill impairment test referenced in Accounting Standards Codification (“ASC”) 350, Intangibles - Goodwill and Other (“ASC 350”).

As a result, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount.

An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value.

However, the impairment loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.

ASU 2017-04 is effective for annual reporting periods beginning after December 15, 2022, including any interim impairment tests within those annual periods, with early application permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.

In February 2022, we elected to early adopt ASU 2017-04, and the adoption had no impact on our consolidated financial statements.

In March 2023, the FASB issued ASU No.

2023-02, "Investments - Equity Method and Joint Ventures (Topic 323):

Accounting for Investment Tax Credit Structures Using the Proportional Amortization Method." The amendments in this update permit reporting entities to elect to account for their tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met.

This guidance will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

We do not expect the adoption to have a material impact on our consolidated financial statements.

In October 2023, the Financial Accounting Standards Board ("FASB") issued ASU No.

2023-06, Disclosure Improvements:

Amendments - Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative.

The FASB issued the standard to introduce changes to US GAAP that originate in either SEC Regulation S-X or S-K, which are rules about the form and content of financial reports.

The provisions of the standard are contingent when the SEC removes the related disclosure provisions from Regulation S-X and S-K.

The company does not expect the provisions of the standard to have a material impact on the Company's financial statements and related disclosures.

In November 2023, the FASB issued ASU No.

2023-07, "Segment Reporting (Topic 280):

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

The Company is in the process of evaluating the impact that the adoption ASU No.

2023-07 will have to the financial statements and related disclosures.

In December 2023, the FASB issued ASU No.

2023-09, "Income Taxes (Topic 740):

Improvements to Income Tax Disclosures." 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 amendment is effective retrospectively for fiscal years beginning after December 15, 2024, on a prospective basis, with early adoption permitted.

The Company is in the process of evaluating the impact that the adoption ASU No.

2023-09 will have to the financial statements and related disclosures.

Note 3 - Property, Plant, and Equipment:

Property and equipment on January 31, 2024 and January 31, 2023 are as follows (in thousands):

January 31, 2024 January 31, 2023

Machinery and Equipment $ 4,437 $ 5,387

1 unchanged sentence

Leasehold Improvements 2,956 $ 3,480

Property and Equipment, Gross

7,645 $ 9,152

Accumulated Depreciation 3,209 $ 5,729

expense charged to income for the year ended January 31, 2023 and 2022 amounted to $ 920,718 and $ 779,442 , respectively.

5 – Intangibles, net

net consisted of the following at January 31, 2023:

Schedule of Intangibles Assets

Total $ 4,436 $ 3,423

Depreciation expense charged to income for the year ended January 31, 2024 and 2023 amounted to approximately $ 1.0 million and $ 920 thousand, respectively.

Note 4 – Intangibles, net

Intangibles, net consisted of the following at January 31, 2024 (in thousands):

Amount Accumulated

Amortization Net Carrying

Amount Weighted

Customer relationships $ 6,418 $ ( 1,463 ) $ 4,955 3.29

1 unchanged sentence

$ 6,497 $ ( 1,518 ) $ 4,979

net consisted of the following at January 31, 2022:

Intangibles, net consisted of the following at January 31, 2023 (in thousands):

Amount Accumulated

Amortization Net Carrying

Amount Weighted

Customer relationships $ 1,862 $ ( 409 ) $ 1,453 3.41

Tradename and trademarks $ 79 $ ( 29 ) $ 50 1.91

expense for the years ended January 31, 2023 and January 31, 2022 was $ 482,469 and $ 43,660 , respectively.

expect the estimated aggregate amortization expense for each of the five succeeding fiscal years to be as follows:

Schedule of Estimated Aggregate Amortization Expense

6 - Related Party Transactions

Note – Related Party

consummation of the acquisition of T&L, the Company executed a $ 3,000,000 promissory note with the sellers.

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.

As of January 31, 2023 and January 31, 2022, the outstanding balance under the note was $ 2,250,000 and $ 3,009,917 ,

respectively.

For the year ended January 31, 2023 and January 31, 2022 interest expense for this note was $ 101,771 and $ 9,917 respectively.

As of January 31, 2023 and January 31, 2022, accrued interest was $ 6,688 and $ 9,917 , respectively.

– Related Party

Company leases a fully contained facility in Farmingdale, NY from 148 Allen Blvd LLC for production and distribution of T&L Creative

Salads and Olive Branch products.

148 Allen Blvd LLC is owned by Anthony Morello, Jr., President of T&L and various individuals related

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 $ 20,200 per month through December 31, 2026, increasing after that date to $ 23,567 through the end of the initial lease

$ 1,941 $ ( 438 ) $ 1,503

Amortization expense for the years ended January 31, 2024 and January 31, 2023 was approximately $ 1.1 million and $ 482 thousand, respectively.

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

Total $ 4,979

Note 5 - Related Party Transactions

Promissory Note – Related Party

Upon consummation of the acquisition of T&L in December 2021, the Company executed a $ 3 million promissory note with the sellers.

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 ( 3.5 %) per annum.

As of January 31, 2024 and January 31, 2023, the outstanding balance under the note was $ 1.5 million and $ 2.25 million, respectively.

For the year ended January 31, 2024 and January 31, 2023 interest expense for this note was approximately $ 77 thousand and $ 102 thousand respectively.

As of January 31, 2024 and January 31, 2023, accrued interest was approximately $ 5 thousand and $ 7 thousand, respectively.

Lease – Related Party

The Company leases a facility in Farmingdale, NY from 148 Allen Blvd LLC for production and distribution of T&L and Olive Branch products.

148 Allen Blvd LLC is owned by Anthony Morello, Jr., President of T&L and various individuals related to Mr.

This lease term is through November 30, 2031 with the option to extend the lease for two additional 10 year terms with base rent of approximately $ 20 thousand per month through December 31, 2026, increasing after that date to approximately $ 24 thousand through the end of the initial le ase term.

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

pursuant to the lease for the year ended January 31, 2023 and January 31, 2022 was $ 262,432 and $ 26,432 , respectively.

Inspirational Foods, LLC

noted above in Note 1, the Company acquired a 24 % minority interest in Chef Inspirational Foods, Inc.

For the period

from June 28, 2022 to January 31, 2023, T&L recorded sales of $ 14,691,696 with CIF, of which $ 1,449,009 was outstanding and included

in accounts receivable on the accompanying consolidated balance sheet at January 31, 2023.

During the year ended January 31, 2023, the

Company recorded commission expenses and consulting services expenses of $ 423,638 based on its transactions with CIF, of which $ 111,459

was due to CIF and is included in accounts payable and accrued expenses on the accompanying consolidated balance sheets at January 31,

7 - Loan and Security Agreement

January 29, 2020, the Company amended its working capital line with M&T Bank to increase the total available balance to $ 4.0 million

as well as extend the maturity date to June 30, 2022 .

On June 11, 2021, the line was amended to increase the available borrowings to

$ 4.5 million and extended the maturity date to June 30, 2023 .

On October 26, 2022, the line was amended to increase the available borrowings

to $ 5.5 million and extended the maturity date to June 30, 2024 , interest is payable on the unpaid principal amount of the Loan at a

variable rate per annum based on the Company’s Senior Funded Debt/EBITDA Ratio (as defined in the Credit Agreement between Borrower

and Bank) established with respect to the Borrower as of the date of any advance under the Loan as follows:

if the Senior Funded Debt/EBITDA

(i) greater than 2.25 but less than or equal to 2.50, 4.12 percentage point(s) above one-day (i.e., overnight) SOFR (as defined);

(ii) greater than 1.50 but less than or equal to 2.25, 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.

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 January 31, 2023.

The covenants

were waived by the bank as of January 31, 2022.

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).

Rent expense and other ancillary charges pursuant to the lease for the year ended January 31, 2024 and January 31, 2023 was $ 343 thousand and $ 262 thousand, respectivel y.

Chef Inspirational Foods, LLC

As noted above in Note 1, the Company acquired a 24 % minority interest in Chef Inspirational Foods, LLC (“CIF”) on June 28, 2022 and acquired the remaining interest on June 28, 2023 .

For the period from February 1, 2023 to June 28, 2023 the Company recorded sales to CIF of approximately $ 10.9 million.

For the period from June 28, 2022 to January 31, 2023 the Company recorded sales to CIF of approximately $ 14.7 million.

During the years ended January 31, 2024 and January 31, 2023 , the Company recorded commission expenses and consulting services expenses of approximately $ 267 thousand and $ 424 thousand.

As of January 31, 2023, the Company had receivables of approximately $ 1 million .

Note 6 - Loan and Security Agreement

The Company has a working capital line of credit with M&T Bank for a maximum principal amount of $ 5.5 million .

On July 18, 2023, the Company extended the maturity of the working capital line from June 30, 2024 to October 31, 2025.

In addition, effective December 4, 2023, the Company amended the line of credit to change the rate at which interest accrues on the outstanding balance.

Effective December 4, 2023 the principal outstanding bears interest at a variable rate per annum based on the Company’s Senior Funded Debt/EBITDA Ratio (as defined in the Agreement) 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 2.25 , 3.25 percentage point(s) above the applicable one-day (i.e.

overnight) SOFR (as defined);

(ii) greater than 1.50 but less than 2.25 , 2.75 percentage points above the one-day SOFR;

(iii) less than or equal to 1.50 , 2.25 percentage points above the one-day SOFR.

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 January 31, 2024 and January 31, 2023.

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.

The outstanding balance on the line of credit was $ 890,000 and $ 765,000 as of January 31, 2023 and January 31, 2022, respectively.

the years ended January 31, 2023 and 2022, the Company incurred interest of $ 131,761 and $ 1,161 to M&T Bank for the line of credit

agreement, respectively.

discussed above in Note 2, on December 29, 2021, the Company entered into a loan with M&T Bank for the original principal amount

of $ 7,500,000 payable in equal monthly principal installments over a 60 -month amortization period (the “Acquisition Note”).

The outstanding balance on the line of credit was $ 0 and $ 890 thousand as of January 31, 2024 and January 31, 2023, respectively.

During the years ended January 31, 2024 and 2023, the Company incurred interest of approximately $ 47 thousand and $ 132 thousand to M&T Bank for the line of credit agreement, respectively.

On December 29, 2021, the Company 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”).

The Maturity Date of the Acquisition Note is January 17, 2027.

Interest is payable on the unpaid Principal Amount of the Acquisition

Note at a variable rate per annum based on the Company’s Senior Funded Debt/EBITDA Ratio (as defined in the Credit Agreement between

Borrower and Bank) established with respect to the Borrower as of the date of any advance under the Acquisition Note as follows:

Senior Funded Debt/EBITDA ratio is:

(i) greater than 2.00 but less than or equal to 2.25, 3.87 percentage point(s) above one-day (i.e.,

overnight) applicable Variable Loan Rate (as defined in the agreement);

(ii) greater than 1.50 but less than or equal to 2.25, 3.37 percentage

points above Variable Loan Rate;

or (iii) 1.50 or less, 2.87 percentage points above applicable Variable Loan Rate.

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 0.00% and the foregoing margins shall be applied to the Variable Loan Rates.

The Company recorded a debt discount of $ 58,750

in relation to the debt.

For the year ended January 31, 2023, the Company recorded $ 22,121 in amortization of the debt discount.

January 31, 2023, the outstanding balance and unamortized discount of the Acquisition Note was $ 6,206,905 and $ 60,082 , respectively.

As of January 31, 2022, the outstanding balance and unamortized discount of the Acquisition Note was $ 7,500,000 and $ 57,771 , respectively.

During the year ended January 31, 2023, the Company incurred interest of $ 412,825 for the Acquisition Note.

8 - Concentrations

the year ended January 31, 2023, the Company’s revenue was concentrated in two customers that accounted for approximately 25 % and

13 %, respectively, of gross revenue.

For the year ended January 31, 2022, the Company’s revenue was concentrated in three customers

that accounted for approximately 26 %, 21 %, and 11 % respectively, of gross revenue.

of January 31, 2023, three customers represented approximately 20 %, 15 %, and 11 %, totaling 46 % of total gross outstanding receivables,

respectively.

As of January 31, 2022, three customers represented approximately 10 %, 7 % and 11 % of total gross outstanding receivables,

respectively.

9 - Stockholders’ Equity

Stock and Series A Preferred Stock

Company is authorized to issue 20,000,000 shares of preferred stock, $ 0.00001 par value per share.

The Company has designated 120,000

shares of preferred stock as Series A Convertible Preferred stock.

As of January 31, 2023 and 2022, no shares of Series A Convertible

Preferred Stock are issued and outstanding.

Company has designated 200,000 shares of preferred stock, $ 0.00001 par value per share, for each of the Series B Preferred.

of the Series B Preferred Stock shall be entitled to receive, upon liquidation, dissolution or winding up of the Company, the amount

of cash, securities or other property to which such holder would be entitled to receive with respect to such shares of Series B Preferred

Stock if such shares had been converted to common stock immediately prior to such liquidation.

of the Series B Preferred Stock are entitled to receive cumulative cash dividends at an annual rate of eight percent ( 8 %).

the Series B Preferred Stock shall have no voting rights.

Each share of Series B Preferred Stock shall be convertible, at the option

of the holder, into shares of common stock at a rate of 1 share of Series B Preferred Stock into 15 shares of common stock.

September 13, 2022, the Company closed the first round of the Series B Preferred Stock offering with the sale of 47,200 shares, raising

gross proceeds of $ 1,180,000 .

November 17, 2022, the Company held a final closing of its offering of Series B Preferred Stock, wherein it sold an additional 7,400

shares of Series B Preferred Stock for gross proceeds of $ 185,000 .

the year ended January 31, 2023, the Company paid dividends of $ 34,070 .

the year ended January 31, 2023, the Company awarded the CEO a grant of 367,647 restricted stock units (“RSUs”) with a grant

date fair value of $ 500,000 .

The RSUs will be expensed over the requisite service period.

The terms of the RSUs include vesting provisions

based solely on continued service.

If the service criteria are satisfied, the RSUs will vest during September 2023, September 2024, September

2025 and September 2026.

As of January 31, 2023, there were 367,647 unvested shares.

following is a summary of the Company’s restricted stock units activity:

of Restricted Stock Option Activity

Weighted Average

Exercise Price

Unvested – February 1, 2022

Outstanding – January 31, 2023

the year ended January 31, 2023 , the Company recognized

share-based compensation related to restricted stock units of an aggregate of $ 50,428 , which was recorded to general and admirative expense

on the statement of operations, and unrecognized share-based compensation of $ 449,572 .

the year ended January 31, 2022, the Company recognized share-based compensation related to restricted stock units of an aggregate of

$ 31,045 , which was recorded to general and admirative expense on the statement of operations.

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

Summary of Option Activity

Weighted Average

Exercise Price

The Acquisition Note was amended effective December 4, 2023 to change the rate at which interest accrues.

Effective December 4, 2023 the interest rate was amended to be based on the Senior Funded Debt/EBITDA Ratio (as defined in the Acquisition Note.

If the Senior Funded Debt/EBITDA ratio is:

(i) greater than 2.25 , 3.50 percentage point(s) above the applicable Variable Loan Rate;

(ii) greater than 1.50 but less than or equal to 2.25 , 3.0 percentage points of the applicable Variable Loan Rate;

or (iii) less than or equal to 1.50 , 2.5 percentage points above the applicable Variable Loan Rate;

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

As of January 31, 2024, the outstanding balance and unamortized discount of the Acquisition Note was approximately $ 4.6 million and $ 38 thousand, respectively.

As of January 31, 2023, the outstanding balance and unamortized discount of the Acquisition Note was approximately $ 6.2 million and $ 60 thousand, respectively.

During the years ended January 31, 2024 and January 31, 2023, the Company incurred interest of approximately $ 450 thousand and $ 413 thousand for the Acquisition Note, respectively.

Note 7 - Concentrations

Revenues and Accounts Receivable

For the year ended January 31, 2024, the Company’s gross revenue was concentrated in three customers that accounted for approximately 26 %, 11 %, and 10 % respectively.

For the year ended January 31, 2023, the Company’s gross revenue was concentrated in two customers that accounted for approx imately 25 % and 13 %, respectiv ely.

As of January 31, 2024, four customers represented approximately 20 %, 15 %, 13 %, and 10 % of total gross outstanding receivables, respectively.

As of January 31, 2023 , three customers represented approximately 20 %, 15 % and 11 % of total gross outstanding receivables, respectiv ely.

Note 8 - Stockholders’ Equity

Preferred Stock and Series A Preferred Stock

The Company is authorized to issue 20 million shares of preferred stock, $ 0.00001 par value per share.

The Company has designated 120 thousand shares of preferred stock as Series A Convertible Preferred stock.

As of January 31, 2024 and 2023, no shares of Series A Convertible Preferred Stock are outstanding.

Series B Preferred

The Company has designated 200 thousand shares of preferred stock, $ 0.00001 par value per share, for each of the Series B Preferred.

The holders of the Series B Preferred Stock shall be entitled to receive, upon liquidation, dissolution or winding up of the Company, the amount of cash, securities or other property to which such holder would be entitled to receive with respect to such shares of Series B Preferred Stock if such shares had been converted to common stock immediately prior to such liquidation.

Holders of the Series B Preferred Stock were entitled to receive cumulative cash dividends at an annual rate of eight percent ( 8 %).

Holders of the Series B Preferred Stock shall have no voting rights.

Each share of Series B Preferred stock shall be convertible, at the option of the holder, into shares of common stock at a rate of 1 share of Series B Preferred Stock into 15 shares of common stock.

For the year ended January 31, 2023, the Company sold approximately 55 thousand shares, raising gross proceeds of approximately $ 1.3 million.

On June 22, 2023, all the holders of the Series B Preferred Stock converted the shares of Series B Preferred Stock into 819 thousand shares of Common Stock of the Company.

As of January 31, 2024 and 2023, 0 and 55 thousand shares of Series B Preferred Stock were outstanding, respectively.

During the year ended January 31, 2024 and 2023, the Company paid dividends of approximately $ 49 thousand and $ 34 thousand, respectively.

Restricted Stock Units

The fair value of restricted stock units is determined based on the closing price of the Company's Common Stock on the grant date.

Restricted Stock Units generally vest on a graded basis over three to four years of service.

A summary of the status of the Company's Restricted Stock Units is presented below.

Stock Units Weighted Average

Grant Date Fair Value

Non-vested Restricted Stock Units – February 1, 2023 367,647 $ 1.36

Granted 283,414 $ 2.65

Vested ( 118,210 ) $ 1.14

Forfeited ( 39,773 ) $ 1.76

Non-vested Restricted Stock Units – January 31, 2024 493,078 $ 1.91

At January 31, 2024 there was approximately $ 748 thousand of total unrecognized compensation expense related to Restricted Stock Units, which is expected to be recognized over a weighted-average period of 1.84 years.

During the years ended January 31, 2024 and 2023 the Company recognized stock-based compensation related to RSUs of an aggregate of approximately $ 279 thousand and $ 50 thousand respectively, which was recorded to selling, general and administrative expenses or cost of goods sold depending on the nature of the employee on the Consolidated Statement of Operations.

Of the total 283,414 RSUs issued during the year ended January 31, 2024, 64,590 were issued to the Board of Directors and 218,824 were issued to employees of the Company.

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

Options Weighted Average

Exercise Price Weighted

Contractual Life

(in years) Aggregate Intrinsic Value

(in thousands)

Outstanding – February 1, 2023 689,000 $ 0.77 2.95 545

Exercisable – February 1, 2022

Exercised ( 232,500 ) $ 0.54

Expired/forfeited ( 339,000 ) $ 0.67

Outstanding – January 31, 2024 117,500 $ 1.48 8.36 333

Exercisable – January 31, 2024 5,000 $ 1.48 8.36 14

Summary of Option Outstanding and Exercisable

Options Outstanding

Options Exercisable

Exercise Price

January 31, 2023, the total intrinsic value of options outstanding and exercisable was $ 847,200 and $ 859,051 , respectively.

the year ended January 31, 2023, the members of the board of directors and the former CFO exercised 130,000

options at a weighted average exercise price of $ 1.00

per share in exchange for 57,093

shares of common stock.

The Company received $ 26,250 for the exercise of these options.

the year ended January 31, 2022, eight employees exercised a total of 200,000 options at an exercise price range of $ 0.49 to $ 1.38 per

share for aggregate proceeds of $ 19,080 .

the years ended January 31, 2023 and 2022, the Company recognized share-based compensation related to options of an aggregate of $ 59,578

and $ 1,863 , respectively, which is included in general and administrative expenses on the accompanying consolidated statements of operations.

At January 31, 2023, there was unrecognized share-based compensation of $ 120,489 .

conjunction with the Series B Preferred offering, the placement agent received one warrant for every $ 100 invested.

The fair value of

the warrants as of grant date was $ 16,520 and was valued using a Black-Scholes option pricing model using the following assumptions:

of Warrants Fair Value Assumption

During the year ended January 31, 2024, 232,500 options at a weighted average exercise price of 0.54 per share were exchanged for 199,420 shares of common stock.

The Company received approximately $ 68 thousand for the exercise of these options, as a portion of the options were cashless exercised.

During the year ended January 31, 2023, 130,000 options at a weighted average exercise price of $ 1.00 per share were exchanged for 57,093 shares of common stock.

The Company received approximately $ 26 thousand for the exercise of these options, as a portion of the options were cashless exercised.

For the years ended January 31, 2024 and 2023, the Company recognized share-based compensation related to options of an aggregate of approximately $ 65 thousand and $ 60 thousand, respectively, which is included in selling, general and administrative expenses on the accompanying Consolidated Stat ements of Operations.

At January 31, 2024, there was unrecognized share-based compensation of approximately $ 55 thousand .

In conjunction with the Series B Preferred offering during the year ended January 31, 2023, the placement agent received one warrant for every $100 invested.

The fair value of the warrants as of grant date was approximately $ 17 thousand and was valued using a Black-Scholes option pricing model using the following assumptions:

September 13, 2022

Risk-free interest rate 3.58 %

Expected life

Expected life 5 years

Expected volatility of underlying stock 82.52 %

following is a summary of the Company’s warrant activity:

of Warrants Activity

Weighted Average

Dividends 0 %

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

Warrants Weighted Average

Exercise Price

1 unchanged sentence

Exercisable – February 1, 2023 13,650 $ 2.25

Exercised ( 13,650 ) $ —

Outstanding – January 31, 2024 — $ —

Exercisable – January 31, 2024 — $ —

of Warrants Outstanding and Exercisable

Warrants Outstanding

Warrants Exercisable

Exercise Price

January 31, 2023, the total intrinsic value of warrants outstanding and exercisable was $ 0 .

10 - Commitments and Contingencies

Company maintains insurance for both property damage and business interruption relating to catastrophic events, such as fires.

recoveries received for property damage and business interruption in excess of the net book value of damaged assets, clean-up and demolition

costs, and post-event costs are recognized as income in the period received or committed when all contingencies associated with the recoveries

are resolved.

Gains on insurance recoveries related to business interruption are recorded within “Cost of sales” and any

gains or losses related to property damage are recorded within “Other income (expense)” on the consolidated statements of

December 7, 2020, the Company experienced a fire at its plant in a spiral oven.

The spiral oven was rebuilt and was fully put back into

service in late February 2021.

The estimated loss was approximately $ 656,700 which included loss of business, the rebuild of the spiral

oven, additional expenses to clean plant and lost material and packaging.

During the year ended January 31, 2022, the Company received

$ 152,850 relating to business interruption insurance which was recorded as a component of costs of sales on the consolidated statements

The Company received the remaining amount of proceeds for the property damage claim, resulting in other income of $ 91,312 .

This amount was offset by repairs and maintenance expense of $ 12,475 as well as the costs of additions and parts of the oven and roof

totaling $ 47,669 .

No additional proceeds were received or costs incurred during the year ended January 31, 2023.

Claims and Assessments

time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business.

Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may

harm its business.

The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually

or in the aggregate, a material adverse effect on its business, financial condition or operating results.

and Royalty Agreements

March 1, 2010, the Company was assigned a Development and License agreement (the “Agreement”).

Under the terms of the Agreement

the Licensor shall develop for the Company 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

During the year ended January 31, 2024, the Company issued 13,650 shares of common stock upon the cashless exercise of the warrants.

Note 9 - Commitments and Contingencies

Litigation, Claims and Assessments

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business.

Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business.

The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results.

Licensing and Royalty Agreements

On March 1, 2010, the Company was assigned a Development and License agreement (the “Agreement”).

Under the terms of the Agreement the Licensor shall develop for the Company 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”).

Licensor shall work with Licensee to develop Licensor Products that are acceptable to Licensee.

Upon acceptance of

a Licensor Product by Licensee, Licensor’s trade secret recipes, formulas methods and ingredients for the preparation and production

of such Licensor Products (the “Recipes”) shall be subject to this Development and License Agreement.

Exclusive Term began on January 1, 2009 (the “Effective Date”) and ends on the 50th anniversary of the Effective Date.

Royalty Rate shall be:

6 % of net sales up to $ 500,000 of net sales for each Agreement year;

4 % of Net Sales from $ 500,000 up to $ 2,500,000

of Net Sales for each Agreement year;

2 % of Net Sales from $ 2,500,000 up to $ 20,000,000 of Net Sales for each Agreement year;

of Net Sales in excess of $ 20,000,000 of Net Sales for each Agreement year.

order to continue the Exclusive term, the Company shall pay a minimum royalty of $ 125,000 each year.

Company incurred $ 584,337 and $ 562,491 of royalty expenses for the year ended January 31, 2023 and 2022, respectively.

Royalty expenses

are included in general and administrative expenses on the consolidated statements of operations.

with Placement Agents and Finders

Company entered into a fourth Financial Advisory and Investment Banking Agreement with Spartan Capital Securities, LLC (“Spartan”)

effective April 1, 2015 (the “Spartan Advisory Agreement”).

Pursuant to the Spartan Advisory Agreement, if the Company enters

into a change of control transaction during the term of the agreement through October 1, 2022, the Company shall pay to Spartan a fee

equal to 3% of the consideration paid or received by the Company and/or its stockholders in such transaction.

Upon consummation of the

acquisition of T&L and OB in December 2021, the Company paid Spartan $ 401,322 pursuant to the advisory agreement.

Based on this agreement

with Spartan, during the year ended January 31, 2023, the Company paid Spartan $ 36,000 upon the consummation of CIF purchase.

Financial Services.

July 6, 2022, the Company executed a Proposed Offering Engagement Letter with AGES Financial Services.

(“AGES”) to act

as a non-exclusive (i) dealer-manager, (ii) placement agent and/or (iii) financial advisor for a proposed issuance, or series of issuances,

for up to $ 5,000,000 of the Company’s Series B Convertible Preferred Stock (“Proposed Offering”) in a private placement

to be conducted by the Company pursuant to the exemption from the registration requirements of the Securities Act provided by Rule 506(b)

of Regulation D promulgated by the Commission under the Securities Act of 1933, as amended.

Unless terminated prior to December 31, 2022,

the period of the Engagement runs from July 5, 2022 through December 31, 2022.

consideration for its services in the Proposed Offering, AGES shall be entitled a cash fee equal to four percent (4%) of the net dollar

amount received by the Company from investors sourced by AGES plus five-year warrants to buy Common Stock of the Company at the rate

of 1 warrant for every $100 of such net dollar amount.

The Company shall be responsible for payment of all expenses relating to the proposed

offering, including but not limited to costs associated with the registration of any Common Stock which may be issued upon conversion

of the Series B Convertible Preferred Stock.

For the year ended January 31, 2023 the Company paid AGES $ 64,600 .

Company determines if an arrangement contains a lease at inception.

ROU assets represent the right to use an underlying asset for the

lease term and lease liabilities represent the obligation to make lease payments arising from the lease.

ROU assets and liabilities are

recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.

Company’s leases consist of office space, manufacturing space and machinery and equipment.

The Company utilized a portfolio approach

in determining the discount rate.

The portfolio approach takes into consideration the range of the term, the range of the lease payments,

the category of the underlying asset and the Company’s estimated incremental borrowing rate, which is derived from information

available at the lease commencement date, in determining the present value of lease payments.

The Company also considered its recent

debt issuances as well as publicly available data for instruments with similar characteristics when calculating the incremental borrowing

lease term includes options to extend the lease when it is reasonably certain that the Company will exercise that option.

These operating

leases contain renewal options for periods ranging from three to five years that expire at various dates with no residual value guarantees.

Future obligations relating to the exercise of renewal options is included in the measurement if, based on the judgment of management,

the renewal option is reasonably certain to be exercised.

Factors in determining whether an option is reasonably certain of exercise

include, but are not limited to, the value of leasehold improvements, the value of the renewal rate compared to market rates, and the

presence of factors that would cause a significant economic penalty to the Company if the option is not exercised.

Management reasonably

plans to exercise all options, and as such, all renewal options are included in the measurement of the right-of-use assets and operating

lease liabilities.

with a term of 12 months or less are not recorded on the balance sheet, per the election of the practical expedient.

Company recognizes lease expense for these leases on a straight-line basis over the lease term.

The Company recognizes variable lease

payments in the period in which the obligation for those payments is incurred.

Variable lease payments that depend on an index or a rate

are initially measured using the index or rate at the commencement date, otherwise variable lease payments are recognized in the period

March 1, 2021, the Company amended an existing lease with the landlord for a new premise with a greater square footage.

Upon cancellation

of the existing lease, the Company wrote-off the net right of use asset and corresponding lease liability of $ 22,870 .

The Company recorded

a right of use asset and related liability of $ 328,148 for the new space which will be occupied over a 60-month period.

December 29, 2021, the Company entered into a new right of use obligation with a related party (See Note 6) for office, manufacturing,

and storage space in Farmingdale, New York.

In connection with this lease, the Company recorded a right of use asset and corresponding

lease liability of $ 2,129,084 .

components of lease expense were as follows:

Schedule of Components of Lease Expense

January 31, 2023

January 31, 2022

Upon acceptance of a Licensor Product by Licensee, Licensor’s trade secret recipes, formulas methods and ingredients for the preparation and production of such Licensor Products (the “Recipes”) shall be subject to this Development and License Agreement.

The Exclusive Term began on January 1, 2009 (the “Effective Date”) and ends on the 50 th anniversary of the Effective Date.

The Royalty Rate shall be:

6 % of net sales up to $ 500 thousand of net sales for each Agreement year;

4 % of Net Sales from $ 500 thousand up to $ 2.5 million of Net Sales for each Agreement year;

2 % of Net Sales from $ 2.5 million up to $ 20 million of Net Sales for each Agreement year;

and 1 % of Net Sales in excess of $ 20 million of Net Sales for each Agreement year.

In order to continue the Exclusive term, the Company shall pay a minimum royalty of $ 125 thousand each year.

The Company incurred approximately $ 637 thousand and $ 584 thousand of royalty expenses for the year ended January 31, 2024 and 2023, respectively.

Royalty expenses are included in selling, general and administrative expenses on the consolidated statements of operations.

Agreements with Placement Agents and Finders

Spartan Capital, LLC

The Company entered into a fourth Financial Advisory and Investment Banking Agreement with Spartan Capital Securities, LLC (“Spartan”) effective April 1, 2015 (the “Spartan Advisory Agreement”).

Pursuant to the Spartan Advisory Agreement, if the Company enters into a change of control transaction during the term of the agreement through October 1, 2022, the Company shall pay to Spartan a fee equal to 3 % of the consideration paid or received by the Company and/or its stockholders in such transaction.

Based on this agreement with Spartan, during the year ended January 31, 2023, the Company paid Spartan approximately $ 36 thousand upon the consummation of the 24 % minority int erest in CIF.

AGES Financial Services.

On July 6, 2022, the Company executed a Proposed Offering Engagement Letter with AGES Financial Services.

(“AGES”) to act as a non-exclusive (i) dealer-manager, (ii) placement agent and/or (iii) financial advisor for a proposed issuance, or series of issuances, for up to $ 5 million of the Company’s Series B Convertible Preferred Stock (“Proposed Offering”) in a private placement to be conducted by the Company pursuant to the exemption from the registration requirements of the Securities Act provided by Rule 506(b) of Regulation D promulgated by the Commission under the Securities Act of 1933, as amended.

The period of the Engagement was from July 5, 2022 through December 31, 2022.

In consideration for its services in the offering, AGES was entitled to a cash fee equal to 4 % of the net dollar amount received by the Company from investors sourced by AGES plus 5 year warrants to buy Common Stock of the Company at the rate of 1 warrant for every $100 of such net dollar amount.

The Company was responsible for payment of all expenses relating to the offering, including, but not limited to costs associated with the registration of any Common Stock which may be issued upon conversion of the Series B Convertible Preferred Stock.

For the year ending January 31, 2023 the Company paid AGES approximately $ 65 thousand.

Note 10 – Leases

The Company determines if an arrangement contains a lease at inception.

Right of Use ("ROU") assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease.

ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.

The Company’s leases consist of office space, manufacturing space and machinery and equipment.

The Company utilized a portfolio approach in determining the discount rate.

The portfolio approach takes into consideration the range of the term, the range of the lease payments, the category of the underlying asset and the Company’s estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments.

The Company also considered its recent debt issuances as well as publicly available data for instruments with similar characteristics when calculating the incremental borrowing rates.

The lease term includes options to extend the lease when it is reasonably certain that the Company will exercise that option.

Future obligations relating to the exercise of renewal options is included in the measurement if, based on the judgment of management, the renewal option is reasonably certain to be exercised.

Factors in determining whether an option is reasonably certain of exercise include, but are not limited to, the value of leasehold improvements, the value of the renewal rate compared to market rates, and the presence of factors that would cause a significant economic penalty to the Company if the option is not exercised.

Leases with a term of 12 months or less are not recorded on the balance sheet, per the election of the practical expedient.

The Company recognizes lease expense for these leases on a straight-line basis over the lease term.

The Company recognizes variable lease payments in the period in which the obligation for those payments is incurred.

Variable lease payments that depend on an index or a rate are initially measured using the index or rate at the commencement date, otherwise variable lease payments are recognized in the period incurred.

The components of lease expense were as follows (in thousands):

January 31, 2024 January 31, 2023

Finance Leases

3 unchanged sentences

Total net lease cost 891 711

balance sheet information related to leases was as follows:

Schedule of Supplemental Balance Sheet Information Related to Leases

January 31, 2023

January 31, 2022

Supplemental balance sheet information related to leases was as follows (in thousands):

January 31, 2024 January 31, 2023

Operating Leases

10 unchanged sentences

Total finance lease liabilities $ 1,429 $ 431

cash flow and other information related to leases was as follows:

Schedule of Supplemental Cash Flow and Other Information Related to Leases

January 31, 2023

January 31, 2022

Cash paid for amounts included in the measurement of lease liabilities

Supplemental cash flow and other information related to leases was as follows:

January 31, 2024 January 31, 2023

Cash paid for amounts included in the measurement of lease liabilities (in thousands)

Operating cash flows from operating leases $ 340 $ 343

Financing cash flows from finance leases 272 235

ROU assets obtained in exchange for lease liabilities

ROU assets obtained in exchange for lease liabilities (in thousands)

Operating leases $ - $ -

6 unchanged sentences

Finance Leases 6.74 % 3.41 %

Schedule of Future Minimum Payments Required Under Lease Obligations

For the Twelve months ended January 31,

Total lease payments

amounts representing interest

Total lease obligations

12 - Income Tax Provision

income tax provision consists of the following:

Schedule of Components of Income Tax Expense

tax provision / (benefit) consists of the following:

January 31, 2023

January 31, 2022

Maturities of lease liabilities for each of the succeeding fiscal years are as follows (in thousands):

For the fiscal years ended Finance Leases Operating Leases Total Maturities of Lease Liabilities

2025 $ 454 $ 572 $ 1,026

2026 349 573 922

2027 302 467 769

2028 293 495 788

2029 197 495 692

Thereafter 90 836 926

Total undiscounted future lease payments 1,685 3,438 5,123

imputed interest ( 256 ) ( 489 ) ( 745 )

Total present value of future lease liabilities $ 1,429 $ 2,949 $ 4,378

Note 11 - Income Tax Provision

The income tax provision consists of the following:

Incom e tax provision / (benefit) consists of the following (in thousands):

January 31, 2024 January 31, 2023

Current $ 1,451 $ 113

Deferred 251 ( 184 )

State and Local

Current 342 165

Deferred ( 36 ) ( 85 )

Income tax provision $ 2,008 $ 9

Company had U.S.

federal net operating loss carryovers (NOLs) of approximately $ 2.7 million and $ 5.4 million at January 31, 2023 and

2022, respectively, available to offset taxable income through 2034.

The Company also has State NOLs of approximately $ 8.8 million and

$ 10.0 million at January 31, 2023 and 2022, respectively, available to offset future taxable income through 2035 .

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.

The ultimate realization of deferred tax assets is dependent upon future generation for

taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.

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

The Company had U.S.

federal net operating loss carryovers (NOLs) of approximately $ 0.0 million and $ 2.7 million at January 31, 2024 and 2023, respectively, available to offset taxable income through 2034.

The Company also has State NOLs of approximately $ 8.8 million and $ 8.8 million at January 31, 2024 and 2023, respectively, available to offset future taxable income through 2036.

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.

The ultimate realization of deferred tax assets is dependent upon future generation of taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.

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 as of January 31, 2024 and 2023.

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 carry forward 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.

applicable, interest costs related to the unrecognized tax benefits are required to be calculated and would be classified as “Other

expenses – Interest” in the consolidated statements of operations.

Penalties would be recognized as a component of “General

and administrative.”

interest or penalties on unpaid tax were recorded during the years ended January 31, 2023 and 2022, respectively.

As of January 31, 2023

and 2022, no liability for unrecognized tax benefits was required to be reported.

The Company does not expect any significant changes

in its unrecognized tax benefits in the next year.

Company’s deferred tax assets and liabilities consisted of the effects of temporary differences attributable to the following:

Schedule of Deferred Tax Assets and Liabilities

Deferred Tax Assets

January 31, 2023

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 carry forward 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.

If applicable, interest costs related to the unrecognized tax benefits are required to be calculated and would be classified as “Other expenses – Interest” in the consolidated statements of operations.

Penalties would be recognized as a component of “Selling, general and administrative expenses.”

No interest or penalties on unpaid tax were recorded during the years ended January 31, 2024 and 2023, respectively.

As of January 31, 2024 and 2023, no liability for unrecognized tax benefits was required to be reported.

The Company does not expect any significant changes in its unrecognized tax benefits in the next year.

The Company’s deferred tax assets and liabilities consisted of the effects of temporary differences attributable to the following:

Deferred Tax Assets Year Ended

January 31, 2024 Year Ended

January 31, 2023

4 unchanged sentences

Right of use liability 722 820

Interest limitation

Inventory 47 27

Bad debt 23 49

Capitalized R&D Costs 114 -

Accrued payroll 387 —

Total deferred tax assets 1,483 1,667

Deferred Tax Liabilities

Fixed assets 225 65

Intangibles 46 77

Right of use asset 709 807

1 unchanged sentence

Net deferred tax asset $ 503 $ 718

expected tax provision (benefit) based on the statutory rate is reconciled with actual tax provision (benefit) as follows:

Schedule of Effective Income Tax Rate Reconciliation

January 31, 2023

The expected tax provision (benefit) based on the statutory rate is reconciled with actual tax provision (benefit) as follows:

January 31, 2024 Year Ended

January 31, 2023

2 unchanged sentences

Adjustments to deferred tax assets ( 0.8 ) ( 24.0 )

Non-deductible expenses

Income tax provision (benefit) 23.4 % 0.4 %

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 9A. Controls and Procedures