Item 5. Other Information
Item 5. Other Information.
Rule 10b5-1 Trading Plans
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). 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”). 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. 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. The latest possible termination date under the trading arrangement is September 22, 2027. As of October 31, 2024, there were a total of 266,092 shares underlying unvested RSUs subject to the existing trading arrangement.
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.
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Item 6. Exhibits.
Exhibit
No.
Description
3.1 Articles of Incorporation of Mama’s Creations, Inc. (incorporated by reference from Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed on May 24, 2011).
3.2 Certificate of Amendment to Certificate of Incorporation of Mama’s Creations, Inc. (incorporated by reference from Exhibit 3.4 to the Company’s Current Report on Form 8-K filed on March 8, 2013).
3.3 Certificate of Amendment to Articles of Incorporation of Mama’s Creations, Inc. (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 1, 2023).
3.4 Second Amended and Restated Series A Convertible Preferred Stock Certificate of Designation (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 10, 2015).
3.5 Series B Preferred Stock Certificate of Designation (incorporated by reference from Exhibit 3.4 to the Company’s Registration Statement on Form S-3 filed on June 2, 2023).
3.6 Second Amended and Restated Bylaws of Mama’s Creations, Inc. (incorporated by reference from Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on August 1, 2023).
10.1* 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. 1350, as adopted pursuant to Section 302 of 2002* *
31.2 Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002* *
32.1 Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* *
32.2 Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* *
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)
* Denotes management contract or compensatory arrangement
** Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MAMA’S CREATIONS, INC.
Date: December 16, 2024
By: /s/ Adam L. Michaels
Name: Adam L. Michaels
Title: Chief Executive Officer
(Duly Authorized Officer)
By: /s/ Anthony Gruber
Name: Anthony Gruber
Title: Chief Financial Officer (Principal Financial Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.