What changed in this filing

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Item 1. Business

2025-04-08 compared with 2024-04-24 · 54 added, 65 removed, 106 unchanged (53% of the section changed)

Mama’s Creations, Inc.

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

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

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

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

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

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

On December 29, 2021, the Company completed two additional acquisitions – T&L Creative Salads (“T&L” or “T&L Creative Salads”) and Olive Branch, LLC (“OB” or “Olive Branch”), which are related gourmet food manufacturers based in New York, for a combined purchase price of $14.0 million, including $11.0 million in cash at closing and $3.0 million in a promissory note (the “Note”).

The promissory note requires annual principal payments of $750,000 payable on each anniversary of the closing, together with accrued interest at a rate of three and one-half percent (3.5%) per annum.

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

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

Anthony Morello, Jr.

remained as President of T&L.

On June 28, 2022, the Company acquired a 24% minority interest in Chef Inspirational Foods, LLC (“CIF”), a leading developer, innovator, marketer and sales company selling prepared foods, for an investment of $1.2 million.

On June 28, 2023, the Company completed the acquisition of the remaining 76% of CIF, in accordance with the terms of the Membership Interest Purchase Agreement dated June 28, 2023 by and among the Company, Siegel Suffolk Family, LLC, and R&I Loeb Family, LLC (the “Sellers”) for $3.7 million , including approximately $1.0 million in cash at closing and a $2.7 million promissory note.

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

Mama’s Creations is a leading marketer and manufacturer of fresh deli-prepared foods, found in over 8,000 grocery, mass, club and convenience stores nationally.

(together with its subsidiaries, the "Company") is a leading marketer and manufacturer of fresh deli-prepared foods, found in over 10,000 grocery, mass, club and convenience stores nationally.

The Company’s broad product portfolio, born from MamaMancini’s rich history in Italian foods, now consists of a variety of high-quality, fresh, clean and easy-to-prepare foods to address the needs of both our consumers and retailers.

Our vision is to become a one-stop-shop deli solutions platform, leveraging vertical integration and a diverse family of brands to offer a wide array of prepared foods to meet the changing demands of the modern consumer.

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

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

Our products were developed using her old-world Italian recipes that were handed down to her grandson, Dan Dougherty.

Over time, we have expanded our core product lines through acquisitions and internal development and today our product line includes all-natural specialty prepared refrigerated foods for sale in retailers around the country.

Our primary products include beef and turkey meatballs, meat loaf, chicken, sausage-related products and pasta entrees.

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

Our primary products include beef and turkey meatballs, meat loaf, chicken, sausage-related products and pasta and rice entrees.

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

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

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Many of MamaMancini’s products were submitted to the USDA and approved as all-natural.

The Food and Safety and Inspection Service (“FSIS”) Food Standards and Labeling Policy Book (2003) requires meat and poultry labels to include a brief statement directly beneath or beside the “natural” label claim that “explains what is meant by the term natural, i.e., that the product is a natural food because it contains no artificial ingredients and is only minimally processed.” The term “natural” may be used on a meat label or poultry label if the product does not contain any artificial flavor or flavoring, coloring ingredient, chemical preservative, or any other artificial or synthetic ingredient.

The Food Safety and Inspection Service (“FSIS”) Food Standards and Labeling Policy Book (2003) requires meat and poultry labels to include a brief statement directly beneath or beside the “natural” label claim that “explains what is meant by the term natural, i.e., that the product is a natural food because it contains no artificial ingredients and is only minimally processed.” The term “natural” may be used on a meat label or poultry label if the product does not contain any artificial flavor or flavoring, coloring ingredient, chemical preservative, or any other artificial or synthetic ingredient.

Additionally, the term “all-natural” can be used if the FSIS approves your product and label claims.

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

Our products are principally sold to supermarkets, club chains, and mass-market retailers.

Our products are principally sold to supermarkets, club chains, mass-market retailers, and food distributors.

We currently have more than 100 product offerings across our beef, chicken, salad and olive portfolios that are packaged in different sized retail and bulk packages.

Our products are principally sold in the deli section of the supermarket, including hot bars, salad bars, prepared foods (meals), sandwich, as well as cold deli and foods-to-go sections.

Our products are also sold in the fresh meat section.

We sell directly to both food retailers and food distributors.

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

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

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

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

Olive Branch, LLC (“OB” or “Olive Branch”) concentrates on selling olives, olive mixes, and savory products to a limited number of large retail customers, primarily in pre-packaged containers.

Olive Branch products are manufactured at the same facility as T&L Creative Salads (“T&L” or “T&L Creative Salads”) in Farmingdale, NY.

The Company was originally organized on July 22, 2009 as a Nevada corporation called Mascot Properties, Inc.

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

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

In January 2013, MamaMancini's became a wholly owned subsidiary of the Company via a merger transaction.

Effective March 11, 2013, Mascot began trading under the name, “MamaMancini’s Holdings, Inc.” and the symbol “MMMB.”

The Company acquired Joseph Epstein Food Enterprises, Inc., a New Jersey corporation and manufacturer of food products (“JEFE”), pursuant to a merger transaction in November 2017.

In December 2021, the Company acquired both T&L and Olive Branch, related gourmet food manufacturers based in New York, for a combined purchase price of $14 million, including $11 million in cash at closing and $3 million in a promissory note (the “Note”).

The promissory note requires annual principal payments of $750,000 payable on each anniversary of the closing, together with accrued interest at a rate of three and one-half percent (3.5%) per annum.

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

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

Anthony Morello, Jr.

remained as President of T&L.

On June 28, 2023, the Company completed the acquisition of the remaining 76% of CIF, for $3.7 million , including approximately $1.0 million in cash at closing and a $2.7 million promissory note.

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

Industry Overview

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

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

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

We believe the authenticity of our products has enabled us to build and maintain loyalty and trust among our current customers and will help us attract new customers.

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

• Healthy and convenient.

Our products are made only from high-quality natural ingredients.

Our products are also simple to prepare.

Our products are made only from high-quality natural ingredients and are simple to prepare.

Virtually every product we offer is ready-to-serve within 10 minu tes, thereby providing quick and easy meal solutions for our customers.

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

Consumers have actively communicated with us through our website and/or social media channels.

We believe that this consumer interaction has generated interest in our products and has inspired enthusiasm for our brand.

They have actively communicated with us through our website and/or social media channels.

We believe that this interaction has generated interest in our products and has inspired enthusiasm for our brand.

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

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

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

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

• Experienced leadership.

We have a proven and experienced senior management team.

In September of 2022, Adam L.

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

Adam is an experienced food industry executive and former management consultant with broad experience transforming consumer-focused companies.

Previously, Adam served with Mondelez International, a multinational food and beverage company with operations in over 150 countries.

In addition, Anthony Gruber was named Chief Financial Officer (“CFO”) in September of 2022.

Anthony Gruber is a financial executive with significant experience leading and optimizing finance organizations in the consumer products arena.

Previously, Anthony served as Chief Financial Officer of De’Longhi America, Inc., the North American subsidiary of the Italian appliance manufacturer De'Longhi S.P.A.

known for its espresso machines.

Anthony also served as Vice President of Finance and Chief Financial Officer of Richemont North America, Inc., the North American subsidiary of the Swiss-based luxury goods company, where he managed all finance activities for North America and was integral in integrating brands into its shared service platform.

Our leadership team includes Adam L.

Michaels, Chief Executive Officer (“CEO”) and Anthony Gruber, Chief Financial Officer (“CFO”).

Our Growth Strategy

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• Build Breadth & Depth of Distribution:

We believe our brands MamaMancini’s, T&L Creative Salads & Olive Branch are still under penetrated in existing sales channels, under-SKU’d in existing stores and have the potential to enter new channels.

We believe our brands, MamaMancini’s, T&L Creative Salads and Olive Branch, are still under-penetrated in existing sales channels, under-SKU’d in existing stores and have the potential to enter new channels.

We will leverage our strong brand, superior quality and high-touch service to list more of our items in existing customers as well as enter new customers.

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We will passionately understand our consumers and develop incremental sales opportunities.

We will seek to develop products that capture incremental occasions, incremental consumer groups and

incremental sales channels.

For example, our new Meatballs in a Cup offering (1) provides for a “new for us” snacking occasion incremental to our current meal offerings, (2) provides an attraction to a younger on-the-go consumer audience, and (3) provides for an incremental sales channel with entry into the Convenience Store channel.

We will seek to develop products that capture incremental occasions, consumer groups and sales channels.

For example, our Meatballs in a Cup solutions, as well as our retail-pack paninis, provide (1) for a “new for us” snacking occasion incremental to our current meal offerings, (2) an attraction to a younger, on-the-go consumer audience, and (3) for an incremental sales channel with entry into the Convenience Store channel.

• Pursue Accretive, Complementary Acquisitions:

We plan to identify and integrate major acquisitions in new deli categories when opportunities arise, capitalizing on the highly fragmented nature of the fresh prepared foods space.

Ideal acquisition opportunities might bring incremental/accretive manufacturing capabilities, incremental capabilities within a new deli sub-category, strengthen our distribution capabilities, and/or enhance our management capabilities.

Ideal acquisition opportunities might bring incremental/accretive manufacturing capabilities and product capabilities within a new deli sub-category, strengthen our distribution capabilities, and/or enhance our management capabilities.

• Become the One-Stop-Shop Deli Solution:

We believe the Company has the potential to achieve $1 billion in sales through a combination of accretive acquisitions of complementary companies and organic growth, spurred by cross-selling and new product innovation.

As the Company builds national scale, expands breadth of deli offerings and maintains exceptional quality and service, the Company will realize our vision.

As the Company builds national scale, expands its breadth of deli offerings and maintains exceptional quality and service, the Company believes it will realize this vision.

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

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

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

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

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

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

Suppliers/Manufacturers

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

We currently purchase modest quantities from other manufacturers.

All of the raw materials and ingredients in our products are readily available and are readily ascertainable by our suppliers.

We currently purchase

modest quantities from other manufacturers.

Substantially all of the raw materials and ingredients in our products are domestically sourced and are readily available by our suppliers.

We have not experienced any material shortages of ingredients or other products necessary to our operations and do not anticipate such shortages in the foreseeable future.

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While it is our contention that our competition is much more limited than the prepared food industry based on our products’ niche market, there can be no assurances that we do not compete with the entire pre-packaged food industry.

We believe our principal competitors include Quaker Maid, Hormel, Rosina Company, Inc., Casa Di Bertacchi, Inc., Farm Rich, Inc., Mama Lucia, Buona Vita, Inc., Taylor Farms, Kings Command, DeLallo Foods, and Gourmet Boutique.

We believe our principal competitors include Amylu, Bakkavor, Blount Fine Foods, DeLallo Foods, Hormel, Premium Brands, Reser's, Sandridge, Spring Glen, and Taylor Farms.

Intellectual Property

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Human Capital

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

As of January 31, 2025, we had 305 full-time employees and no part-time employees.

Currently, none are covered by collective bargaining agreements.

We believe that our relations with our employees are good.

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

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

The principal purposes of our equity incentive plans are to attract, retain and reward personnel through grants of equity-based compensation awards in order to emphasize increasing stockholder value and our success by motivating such individuals to perform to the best of their abilities and achieve our objectives.

We recognize that a significant part of our success is the continued ability to execute our human capital strategy of attracting, developing and retaining talent.

We also offer a robust set of benefits in order to recruit and retain employees, and are committed to creating an inclusive work environment designed to make employees and consultants feel comfortable and accepted.

We continue to take action to help ensure our practices, policies, and processes are inclusive and equitable for all colleagues.

Royalty Agreement

In accordance with a Development and License Agreement (the "Development and License Agreement") entered into on January 1, 2009 with Dan Dougherty relating to the use of his grandmother’s recipes for the products to be created by Mama’s, Mr.

Dougherty granted us a 50-year exclusive license (subject to certain minimum payments being made), with a 25-year extension option, to use and commercialize the licensed items.

Dougherty granted us a 50-year exclusive license (subject to certain minimum payments being made), with a

25-year extension option, to use and commercialize the licensed items.

Under the terms of the Development and License Agreement, Mr.

Dougherty shall develop a line of beef meatballs with sauce, turkey meatballs with sauce and other similar meats and sauces for commercial manufacture, distribution and sale (each a “Licensor Product” and collectively the “Licensor Products”).

Dougherty shall work with us to develop Licensor Products that are acceptable to us.

Dougherty shall work with us to develop Licensor Products that are acceptable to the Company.

Upon acceptance of a Licensor Product by us, Mr.

Dougherty’s trade secret recipes, formulas, methods and ingredients for the preparation and production of such Licensor Products shall be subject to the Development and License Agreement.

In connection with the Development and License Agreement, we pay Mr.

Dougherty a royalty fee on net sales.

USDA Approval/Regulations

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

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

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

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

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

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

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

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

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

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

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

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

Where You Can Find More Information

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Securities and Exchange Commission ("SEC").

Reports of beneficial ownership filed by our directors and executive officers pursuant to Section 16(a) of the Exchange Act are also available on our website.

We are not including the information contained on our website as part of, or incorporating it by reference into, this Annual Report on Form 10-K.

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

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business