1 unchanged sentence
Rule 10b5-1 Trading Plans
−Removed: On June 24, 2024 , Adam Michaels , Chief Executive Officer , entered into a Rule 10b5-1 trading arrangement that is intended to qualify as an “eligible sell-to-cover transaction” (as described in Rule 10b5-1(c)(1)(ii)(D)(3) under the Exchange Act).
−Removed: The sell-to-cover arrangement applies to restricted stock units (RSUs) that vest based on the passage of time.
−Removed: The arrangement provides for the automatic sale of shares of the Company’s common stock for each settlement date of a covered RSU in an amount necessary to satisfy the applicable withholding obligations.
−Removed: The number of shares that will be sold under this arrangement is not currently determinable as the number will vary based on the extent to which vesting conditions are satisfied and the market price of our common stock at the time of settlement.
−Removed: The duration of this arrangement is until the final vesting date of the applicable RSUs, or earlier termination of employment.
−Removed: Except as described above during the three months ended July 31, 2024, no director or executive officer adopted , modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
+Added: As previously disclosed, Adam Michaels, our Chief Executive Officer, has adopted a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and qualify as an eligible “sell-to-cover transaction” (as described in Rule 10b5-1(c)(1)(ii)(D)(3) under the Exchange Act).
+Added: The trading arrangement provides for the sale, pursuant to sell-to-cover instructions, of a number of shares of our common stock necessary to satisfy tax withholding requirements upon the vesting of outstanding time-vested restricted stock units (“RSUs”).
+Added: The amounts of shares to be sold under the trading arrangement is dependent on future events that cannot be known at this time, including the future trading price of the Company’s common stock.
+Added: The expiration date relating to the trading arrangement is dependent on future events which cannot be known at this time, including the vest date of the subject RSU awards and any termination of service.
+Added: The latest possible termination date under the trading arrangement is September 22, 2027.
+Added: As of October 31, 2024, there were a total of 266,092 shares underlying unvested RSUs subject to the existing trading arrangement.
+Added: Except as described above during the three months ended October 31, 2024, no director or executive officer adopted , modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
3.1 Articles of Incorporation of Mama’s Creations, Inc.
8 unchanged sentences
(incorporated by reference from Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on August 1, 2023).
−Removed: 10.1 Amendment to M&T Credit Agreement, dated as of July 31, 2024 (incorporated from Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 5, 2024)
+Added: 10.1* Employment Agreement by and between the Company and Moor e (Skip) Tappan, III, dated September 3, 2024 (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 9, 2024)
31.1 Certification of Principal Executive Officer, pursuant to 18 U.S.C.
13 unchanged sentences
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
+Added: * Denotes management contract or compensatory arrangement
** Filed herewith.
−Removed: ** Furnished herewith.
−Removed: In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MAMA’S CREATIONS, INC.
−Removed: September 10, 2024
+Added: December 16, 2024
Chief Executive Officer
−Removed: (Principal Executive Officer)
+Added: (Duly Authorized Officer)
/s/ Anthony Gruber
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.