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Item 9A. Controls and Procedures

2025-04-08 compared with 2024-04-24 · 430 added, 330 removed, 661 unchanged (53% of the section changed)

Controls and Procedures.

(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.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls and procedures consist of our 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 Exchange Act) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that necessary information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

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

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

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:

Additionally, a control or procedure can be circumvented by individual acts of even one person, 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 are met.

Our management, under the supervision of our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial and accounting officer), evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of January 31, 2025, 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 ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our 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 Exchange Act.

Our internal control over financial reporting is a set of processes 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;

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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.

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

Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting.

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.

Based on the evaluation under such framework, our management concluded that our internal control over financial reporting was not effective as of January 31, 2025, due to the existence of material weaknesses.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Our management identified material weaknesses in our internal control over financial reporting relating to (1) inadequate segregation of duties between the IT and accounting functions, (2) not maintaining adequate support for authorization and approval of certain transactions recorded in the Company’s IT systems, including those obtained through electronic data interface, and (3) inadequate documentation of review procedures, including those associated with level of precision, investigating and resolving outliers, and evaluating the completeness and accuracy of information produced by the entity, including those obtained from certain service organizations which require that complementary user entity controls are suitably designed and operating effectively.

None of the identified material weaknesses resulted in a material misstatement to our annual or interim consolidated financial statements for the year ended January 31, 2025.

However, because the underlying deficiencies could have resulted in a material misstatement, management determined that each constitutes a material weakness.

Our independent registered public accounting firm, UHY LLP, has issued an attestation report on the effectiveness of our internal control over financial reporting as of January 31, 2025.

UHY LLP’s report appears on page 28 of this Annual Report on Form 10-K.

Implemented and Planned Remediation Measures

We are committed to establishing and maintaining effective internal control over financial reporting and promptly remediating the identified material weaknesses.

Management continues to work to strengthen supporting procedures and documentation to ensure a strong control environment.

To address the identified material weaknesses, remediation actions are in the process of being implemented during the fiscal year ending January 31, 2026, including the following:

• review and enhancement of the structure of our organization, including our finance and information technology functions, to clarify roles and responsibilities and ensure appropriate segregation of duties;

• enhance the documentary support for authorization and approval of transactions recorded in the Company’s IT systems, including those obtained through electronic data interface;

• continued evaluation of existing personnel and their roles and responsibilities, with appropriate realignments and supplemental internal and external personnel and resources focused on ensuring compliance with our policies and procedures and reliable evidence and documentation of the same.

Management believes the actions described above will strengthen our internal control over financial reporting and will be sufficient to remediate the identified material weaknesses as soon as January 31, 2026.

However, there can be no guarantee that such remediation efforts will be sufficient by the end of the current fiscal year or at all.

Management will continue to monitor the effectiveness of the Company’s procedures and internal control over financial reporting and intends to make further changes as may be necessary or appropriate to reasonably ensure their effectiveness.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

Except as described above, there were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

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Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.

Not applicable.

Certain information required by Part III is incorporated by reference from our definitive Proxy Statement for our 2025 Annual Meeting of Shareholders (the "Proxy Statement"), which we intend to file with the SEC pursuant to Regulation 14A within 120 days after January 31, 2025.

Except for those portions specifically incorporated by reference from our Proxy Statement, no other portions of the Proxy Statement are deemed to be filed as part of this report.

Directors, Executive Officers and Corporate Governance.

Directors and Executive Officers

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

Information about our Executive Officers

The following table discloses our executive officers as of April 7, 2025.

Name Age Position

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Gruber 56 Chief Financial Officer

Moore (Skip) Tappan 58 Chief Operating Officer

Steven Burns 64 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.

Adam Michaels was appointed Chief Executive Officer of the Company effective September 6, 2022 .

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

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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.

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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.

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

Moore (Skip) Tappan was appointed Chief Operating Officer of the Company in September 2024.

Tappan brings over 30 years of broad cross-functional operational experience to the Company.

Prior to joining the Company, he was Chief Supply Chain Officer at Gordon Food Service.

Previously he was Vice President, Supply Chain Northeast Division of Walmart.

He also served with Campbell Soup Company as Vice President, North American Logistics.

started his career at Procter & Gamble (P&G), spending over 20 years with the company in roles with increasing responsibilities, leaving as the Distribution Network Leader for its North American Beauty/Health & Wellness business.

Tappan holds a BS in Industrial Engineering from the University of South Florida – Tampa.

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.

He has over 30 years of experience in 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.

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

Health Insurance Industry Program comprised of approximately 600 professionals.

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in Business Management from Boston College in 1982.

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.

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.

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.

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 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.

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.

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.

from Seton Hall University in 1976 and his M.B.A.

from Seton Hall University in 1979.

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.

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

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.

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.

Earlier in her career, Ms.

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.

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.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that applies to all of our directors and officers and other employees, including our principal executive officer and principal financial officer.

This code is publicly available through the Governance section of our website at https://ir.mamascreations.com.

To the extent permissible under the applicable law, the rules of the SEC or Nasdaq listing standards, we intend to post on our website any amendment to the code of business conduct and ethics, or any grant of a waiver from a provision of the code of business conduct and ethics, that requires disclosure under the applicable law, the rules of the SEC or Nasdaq listing standards.

Insider Trading Policy

We have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of the Company's securities by directors, officers and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company.

A copy of the Company's Trading Policy has been filed as Exhibit 19 to this Annual Report on Form 10-K.

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.

The disclosures in the Proxy Statement under the headings “Proposal No.

1 – Election of Directors,” “Corporate Governance,” “How do I submit a stockholder proposal or director nomination for the next Annual Meeting,” and, if applicable “Delinquent Section 16(a) Reports” are incorporated into this Item by reference.

Executive Compensation

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

Incorporated into this Item by reference is the information in the Proxy Statement regarding the compensation of our named executive officers appearing under the heading “Executive Compensation” (excluding information under the caption “Pay versus Performance”), and the information regarding compensation of non-employee directors under the heading “Director Compensation.”

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

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

Incorporated into this Item by reference is the information in the Proxy Statement appearing under the headings “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Equity Compensation Plan Information.”

Certain Relationships and Related Transactions, and Director Independence.

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.

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

Incorporated into this Item by reference is the information in the Proxy Statement regarding director independence under the heading “Corporate Governance” and the information under the heading “Transactions with Related Persons.”

Principal Accountant Fees and Services.

Incorporated into this Item by reference is the information in the Proxy Statement under the headings “Independent Registered Public Accounting Firm Fees” and “Audit Committee Pre-Approval.”

Exhibits, Financial Statements Schedules

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(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).

4.1 Description of Common Stock (incorporated by reference from Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fis cal year ended January 31, 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).

10.3+ Form of Restricted Stock Agreement (incorporated by reference from Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on June 5, 2013).

10.2+ Form of Nonqualified Stock Option Agreement (Employee) (incorporated by reference from Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on June 5, 2013).

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10.6+ 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).

Michaels (incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 30 , 2023).

10.7+ 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 for the fiscal quarter en ded April 30 , 2023).

10.8 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).

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).

10.9 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 for the fiscal year ended January 31, 20 2 3 ).

10.10 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 for the fiscal quarter ended April 30, 2023 ).

10.11 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).

(incorporated by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for t he fiscal quarter ended July 31, 2023).

10.12 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

10.13+ Employment Agreement by and between the Company and Moore (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) .

10.14 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) .

10.15 Form of Settlement Agreement with Directors, dated as of May 15, 2024 (incorporated by reference from Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on May 17, 2024).

19.1* Insider Trading Policy.

21.1 List of Subsidiaries (incorporated by reference from Exhibit 21.1 to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2024.

23.1* Consent of Independent Registered Public Accounting Firm.

24.1* Power of Attorney (included in signature page of Form 10-K).

23.2* Consent of Independent Registered Public Accounting Firm

24.1* Power s of Attorney

31.1* Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).

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

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

97.1 Mama's Creations Compensation Recovery Policy (incorporated by reference from Exhibit 97.1 to the Company's Annual Report on From 10-K for the fiscal year ended January 31, 2024.

101* Financial statements from the annual report on Form 10-K for the year ended January 31, 2025, as filed with the Securities and Exchange Commission, formatted in inline eXtensible Business Reporting Language (iXBRL):

(i) Consolidated Balance Sheets;

(ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Changes in Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, (v) Notes to Consolidated Financial Statements, and (vi) the information set forth in Part II, Item 9B.

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

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+Denotes management contract or compensatory arrangement

Form 10-K Summary

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.

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April 8, 2025

Chief Executive Officer (Principal Executive Officer)

/s/ Anthony Gruber

Anthony Gruber

Chief Financial Officer (Principal Financial Officer)

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.

Chief Executive Officer

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.

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Michaels Chief Executive Officer, Chairman of the April 8, 2025

Michaels Board of Directors

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

Michaels Board of Directors (principal executive officer)

/s/ Anthony Gruber Chief Financial Officer (principal financial and accounting officer) April 8, 2025

Anthony Gruber

/s/ Steven Burns Director April 24, 2024

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

* Director April 8, 2025

Alfred D’Agostino

/s/ Tom Toto Director April 24, 2024

/s/ Dean Janeway Director April 24, 2024

/s/ Meghan Henson Director April 24, 2024

* Director April 8, 2025

Meghan Henson

/s/ Shirley Romig Director April 24, 2024

* Director April 8, 2025

Shirley Romig

/s/ Lynn Blake Director April 24, 2024

* Director April 8, 2025

Michaels, by signing his name hereto, does hereby sign this document on behalf of each of the above-named directors of the registrant pursuant to Powers of Attorney duly executed by such persons.

April 8, 2025

Attorney in Fact

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Mama’s Creations, Inc.

Adverse Opinion on Internal Control over Financial Reporting

We have audited Mama's Creations, Inc.’s (the Company’s) internal control over financial reporting as of January 31, 2025, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, because of the effect of the material weaknesses described in the following paragraph on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of January 31, 2025, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.

A material weakness is a control deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Management identified material weaknesses due to the Company’s lack of sufficient accounting and finance personnel to support and provide appropriate oversight and accountability over the performance of controls.

This resulted in material weaknesses noted across significant business processes that related to (1) inadequate segregation of duties between the IT and accounting functions, (2) not maintaining adequate support for authorization and approval of certain transactions recorded in the Company’s IT systems, including those obtained through electronic data interface, and (3) inadequate documentation of review procedures, including those associated with level of precision, investigating and resolving outliers, and evaluating the completeness and accuracy of information produced by the entity, including those obtained from certain service organizations which require that complementary user entity controls are suitably designed and operating effectively.

These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the fiscal year 2025 consolidated financial statements, and this report does not affect our report dated April 8, 2025, on those financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows of the Company, and our report dated April 8, 2025, expressed an unqualified opinion.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Controls and Procedures:

Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the 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.

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

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A 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.

A company’s internal control over financial reporting includes those policies and

procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) 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 directors of the company;

and (3) 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 the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

New York, New York

April 8, 2025

MAMA'S CREATIONS, INC.

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Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of January 31, 202 5 and 202 4

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Stockholders of Mama’s Creations, Inc.

Opinion of the Financial Statements

We have audited the accompanying consolidated balance sheet of Mama’s Creations, Inc.

(the Company) as of January 31, 2025, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the fiscal year ended January 31, 2025, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2025, and the results of its operations and its cash flows for the fiscal year ended January 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of January 31, 2025 based on criteria established in Internal Control–Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated April 8, 2025 expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting because of the existence of material weaknesses.

We also have audited the adjustments to the fiscal 2024 and 2023 consolidated financial statements of the Company to retrospectively apply the change in accounting related to the Company’s adoption of ASU 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures as described in Notes 2 and 13.

In our opinion, such adjustments are appropriate and have been properly applied.

We were not engaged to audit, review or apply any procedures to the fiscal 2024 and 2023 consolidated financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the fiscal 2024 and 2023 consolidated financial statements taken as a whole.

Basis for Opinion

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

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

We are a public accounting firm registered with the 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.

We conducted our audit 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.

Our audit included performing procedures to assess the risks of material misstatement of the 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 financial statements.

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

We believe that our audit provides a reasonable basis for our opinion.

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 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.

Variable Consideration Related to Customer Incentives

A s described in Note 2 to the financial statements, the Company recognizes revenue net of estimates for variable consideration related to customer incentives in the form of discounts, slotting fees, coupons, rebates, in-store display incentives and volume-based incentives.

The estimated portion of variable consideration at period-end amounted to $0.6

million as of January 31, 2025.

Customer incentives are estimated at period-end based on historical experience and assumptions of future promotional activity.

We identified the auditing of variable consideration related to customer incentives as a critical audit matter.

Specifically, variable consideration is estimated based on historical experience and assumptions of future promotional activity.

Auditing these estimates involved especially challenging and subjective auditor judgment due to the level of uncertainty involved in management’s assumptions.

The primary procedures we performed to address this critical audit matter included:

• Evaluating the appropriateness of the Company’s estimation methodology and testing significant inputs and assumptions used in the calculations;

• Developing an expectation for estimated variable consideration and the allowance for customer incentives using sales data, historical activity of customer incentives as a percentage of revenue, and activity subsequent to period end;

• Inquiring and obtaining information from management and sales department representatives to assess historical activity and assumptions of future promotional activity.

We have served as the Company’s auditor since 2024.

New York, New York

April 8, 2025

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.

We have audited, before the effects of the adjustment to retrospectively apply the change in accounting for ASU 2023-07 Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures described in Notes 2 and 13, 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.

In our opinion, the consolidated financial statements, before the effects of the adjustments to retrospectively apply the change in accounting for ASU 2023-07 Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures described in Notes 2 and 13 (the 2024 financial statements before the effects of the adjustments discussed in Notes 2 and 13 are not presented herein), 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.

We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively apply the change in accounting for ASU 2023-07 Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures as described in Notes 2 and 13 and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied.

Those adjustments were audited by other auditors.To the Board of Directors and

Basis for Opinion

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

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

We have served as the Company’s auditor from 2011 to 2024.

Somerset, New Jersey

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Property, plant, and equipment, net 9,387 4,436

Intangibles, net 4,979 1,503

Intangible assets, net 3,436 4,979

Goodwill 8,633 8,633

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Deferred tax asset 258 503

Equity method investment — 1,343

Security deposits 95 95

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Term loan, net of debt discount of $ 22 and $ 38 , respectively

Operating leases liability 434 392

Operating leases liabilities 848 434

Finance leases payable 345 367

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Line of credit — —

Term loan – net of current 1,342 3,003

Operating leases liability – net of current 2,600 2,515

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Promissory notes – related parties, net of current — 2,250

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

Total long-term liabilities 5,141 8,830

Total Liabilities 22,166 25,520

Commitments and contingencies (Note 9)

Commitments and contingencies (Note 10 and 11)

Stockholders’ Equity:

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Additional paid-in capital 24,882 23,278

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

Retained earnings (accumulated deficit) 164 ( 3,547 )

Treasury stock, 230,000 shares at cost

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Consolidated Statements of Operations

(in thousands, except per share data)

(in thousands, except share and per share data)

For the Years Ended

Sales-net of slotting fees and discounts $ 103,284 $ 93,188

2025 2024 2023

Net sales $ 123,328 $ 103,284 $ 93,188

Costs of sales 92,795 72,951 73,770

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Other income (expenses)

Interest, net ( 549 ) ( 634 )

Interest expense ( 477 ) ( 549 ) ( 634 )

Interest income 218 — —

Amortization of debt discount ( 16 ) ( 22 ) ( 22 )

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Total other expenses ( 171 ) ( 544 ) ( 653 )

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

Income before income tax provision and income from equity method investment 4,706 8,346 2,170

Income from equity method investment — 223 143

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(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

Capital Retained Earnings (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

Balance, January 31, 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

Stock issued for the acquisition of equity investment - - - - 502 - - - 700 - 700

Issuance of Preferred B Shares, net of issuance costs - - 55 - - - - - 1,300 - 1,300

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

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

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

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

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

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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 - - - - 232 - - - 1,099 - 1,099

Stock issued for the exercise of options - - - - 38 - - - 55 - 55

Stock issued for the acquisition of equity investment - - - - 502 - - - 700 - 700

Issuance of Preferred B Shares, net of issuance costs - - 55 - - - - 1,300 - 1,300

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

Issuance of shares for director settlement - - - - 68 - - - 450 - 450

Net income - - - - - - - - - 3,711 3,711

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For the Years Ended January 31,

2025 2024 2023

CASH FLOWS FROM OPERATING ACTIVITIES:

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Amortization of debt discount 16 22 22

Amortization of right of use assets 348 360

Change in right of use assets ( 1,585 ) 348 360

Amortization of intangibles 1,543 1,080 482

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Inventories ( 1,507 ) 263 ( 745 )

Prepaid expenses ( 540 ) ( 174 )

Prepaid expenses and other current assets ( 1,341 ) ( 540 ) ( 174 )

Security deposits — ( 35 ) ( 2 )

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CASH FLOWS FROM INVESTING ACTIVITIES:

Cash paid for fixed assets ( 786 ) ( 593 )

Purchase of fixed assets ( 5,095 ) ( 786 ) ( 593 )

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

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Net Cash (Used in) Financing Activities ( 3,954 ) ( 3,545 ) ( 889 )

Net Increase in Cash 6,644 3,527

Net (Decrease) Increase in Cash ( 3,872 ) 6,644 3,527

Cash and cash equivalents - Beginning of Period 11,022 4,378 851

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

Right of use asset recognized $ 2,119 $ — $ —

Write-off of right of use asset $ 1,021 $ — $ —

Issuance of stock for director settlement $ 450 $ — $ —

Non-cash consideration paid in common stock for equity method investment $ — $ — $ 700

Non-cash deposits on prepaid additions $ — $ 385

Receipt of fixed assets for deposits previously paid $ 937 $ — $ —

Settlement of liability in common stock $ — $ 50 $ —

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

The Company has a year-end of January 31.

The Company has a fiscal year-end of January 31.

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.

In addition, the Company continues to diversify its product line by introducing new products such as ready-to-serve meals, single-size pasta and rice bowls, bulk deli, and packaged refrigerated protein products.

MamaMancini's products feature many all-natural meals that 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.

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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.

DBA T&L Creative Salads (“T&L”) and Olive Branch (“OB”), 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 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.

Olive Branch concentrates on selling olives, olive mixes, and savory products to 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.

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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 promissory note required a principal payment of $ 1.2 million in cash on the first anniversary of the closing date (which was made during the year ended January 31, 2025), 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).

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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

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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.

allowance for credit losses, the fair value of stock-based compensation, inventory reserves, impairment of goodwill and intangible assets, and estimates for unrealized returns, discounts, and other variable considerations that are netted against revenue.

Making estimates requires management to exercise significant judgment.

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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 considers all highly liquid instruments purchased with an origianal 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, 2025, exceeded insured amounts by approximately $ 6.2 million.

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

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As of January 31, 2025 and January 31, 2024, the reserve for uncollectible accounts was approximately $ 93 thousand and $ 93 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.

For the years ended January 31, 2025, 2024, and 2023 the Company wrote off approximately $ 0 thousand , $ 140 thousand, and $ 0 thousand , respectively, against the allowance for credit losses established.

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

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Finished goods 2,440 1,914

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.

Total inventories, net $ 4,817 $ 3,310

Property, Plant, and Equipment

Property, plant, and equipment are recorded at cost net of accumulated depreciation.

Depreciation expense is computed using the straight-line method over the estimated useful lives of the assets.

Asset lives for financial statement reporting of depreciation are:

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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.

The Company reviews the recoverability of property, plant 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.

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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.

When performing its quantitative annual goodwill impairment test on January 31, 2025, the Company is comparing the fair value with its carrying amount.

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

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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.

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.

As of January 31, 2025 and 2024 , there were no impairment losses recognized for goodwill.

Other Intangibles

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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.

Assets and liabilities recorded at fair value are measured using the fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The levels of the fair value hierarchy are:

observable inputs such as quoted prices in active markets;

inputs other than quoted prices in active markets that are either directly or indirectly observable;

unobservable inputs for which little or no market data exists, therefore requiring the Company to develop its own assumptions.

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.

The Company's financial assets that were accounted for at fair value on a recurring basis as of January 31, 2025 and January 31, 2024 were as follows (in thousands):

January 31, 2025 January 31, 2024

Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total

Cash equivalents $ 6,842 $ — $ — $ 6,842 $ 10,886 $ — $ — $ 10,886

Total $ 6,842 $ — $ — $ 6,842 $ 10,886 $ — $ — $ 10,886

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.

Research and development expenses for the years ended January 31, 2025, 2024, and 2023 were approximately $ 455 thousand, $ 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 recognizes revenue in accordance with Financial Accounting Standards Board ("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.

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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):

The Company’s contracts are all short-term in nature;

therefore, there are no unsatisfied performance obligations requiring disclosure as of January 31, 2025.

Reductions in the transaction price attributable to items 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, 2024 January 31, 2023

January 31, 2025 January 31, 2024 January 31, 2023

Gross Sales $ 125,727 $ 106,104 $ 95,420

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For the Years Ended

January 31, 2024 January 31, 2023

January 31, 2025 January 31, 2024 January 31, 2023

Northeast $ 35,638 $ 37,189 $ 36,846

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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.

Costs incurred for producing and communicating advertising for the Company are charged to operations as incurred and are included in selling, general and administrative expenses.

Producing and communicating advertising expenses for the years ended January 31, 2025, 2024, and 2023 were approximately $ 2.2 million, $ 1.2 million, and $ 693 thousand, respectively.

Stock-Based Compensation

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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.

Performance stock awards ("PSUs") 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.

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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 %.

For each modeling scenario, 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 at the grant dates, (ii) the expected common stock price volatility over the expected life of the awards of 85.7 % and 87.0 %, (iii) the term of the awards of 5 years and 5 years, (iv) risk-free interest rate of 3.7 % and 3.4 %, (v) there are no expected dividends.

Forfeitures are recognized when they occur.

There were no performance stock units that vested in the year ended January 31, 2025.

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's performance against the defined goals is 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.

Grants of stock-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the stock-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 periods.

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

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 of the Company's common stock, valued at approximately $ 50 thousand, to certain employees as compensation.

For the years ended January 31, 2025, 2024, and 2023, when computing fair value of stock options issued, the Company has considered the following variables:

January 31, 2025 January 31, 2024 January 31, 2023

Risk-free interest rate 3.47 % N/A 2.8 %

Expected life of grants N/A 6.5 years

Expected life of grants 6 years N/A 6.5 years

Expected volatility of underlying stock 75.5 % N/A 85.7 %

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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.

The Company uses the simplified method to calculate expected term of share options and similar instruments.

The expected stock price volatility for the Company’s stock options was estimated using the historical volatilities of the Company’s common stock and if deemed necessary, adjusted for any forward-looking adjustments.

Risk-free interest rates were obtained from U.S.

Treasury rates for the applicable periods.

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

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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).

However, if the effect of any additional securities is 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.

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 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, except per share amounts).

For the Years Ended

January 31, 2024 January 31, 2023

Net income attributable to common stockholders $ 6,512 2,270

January 31, 2025 January 31, 2024 January 31, 2023

Net income attributable to common stockholders - basic $ 3,711 $ 6,512 $ 2,270

Effect of dilutive securities:

Diluted net income $ 6,561 $ 2,304

Net income attributable to common stockholders - diluted $ 3,711 $ 6,561 $ 2,304

Weighted average common shares outstanding - basic 37,428 36,814 36,094

Dilutive securities (a):

Series B Preferred — 819

Options 64 355

Series B Preferred Stock — — 819

Stock Options 51 64 355

Performance Stock Units 1,690 1,195 —

Restricted Stock 308 45

Restricted Stock Units 250 308 45

Weighted average common shares outstanding and assumed conversion – diluted 39,419 38,381 37,313

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(a) - Anti-dilutive securities excluded:

Options — 150

Stock Options — — 150

Warrants — — 14

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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.

As of January 31, 2025 and January 31, 2024, the Company recognized a deferred tax asset of approximately $ 258 thousand and $ 503 thousand, respectively, which is included in long-term assets on the consolidated balance sheets.

The Company regularly evaluates the need for a valuation allowance related to the deferred tax asset.

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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.

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.

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 adopted this guidance effective February 1, 2024.

Adoption of this guidance did not have a material impact on our consolidated financial statements.

In March 2023, the FASB issued ASU No.

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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.

The Company adopted this guidance effective February 1, 2024.

Adoption of this guidance did not have a material impact on our consolidated financial statements.

In October 2023, the FASB issued ASU No.

2023-06, " Disclosure Improvements ." The new guidance clarifies or improves disclosure and presentation requirements on a variety of topics in the codification.

The amendments will align the requirements in the FASB Accounting Standard Codification with the SEC’s regulations.

The amendments are effective prospectively on the date each individual amendment is effectively removed from Regulation S-X or Regulation S-K.

The Company is in the process of evaluating the impact the adoption of this ASU will have on the consolidated financial statements and related disclosures, which is not expected to be material.

In November 2023, the FASB issued ASU No.

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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.

Adoption of this standard led to enhanced segment reporting disclosures but did not impact the Company's results of operations, cash flows, or financial condition.

The Company adopted ASU 2023-07 during the fiscal year ended January 31, 2025.

See Note 13, Segment Information in the accompanying notes to the consolidated financial statements for further detail.

In December 2023, the FASB issued ASU No.

3 unchanged sentences

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 of ASU No.

2023-09 will have on the consolidated financial statements and related disclosures.

In March 2024, the Securities and Exchange Commission ("SEC") issued Final Rule No.

33-11275, "The Enhancement and Standardization of Climate-Related Disclosures for Investors." If such rule remains in effect, the rule will require registrants to provide climate-related disclosures in their annual reports, including, but not limited to, material Scope 1 and Scope 2 GHG emissions (for large accelerated filers and accelerated filers);

governance and oversight of material climate-related risks;

the material impact of climate risks on the registrant’s strategy, business model, and outlook;

risk management processes for material climate-related risks;

and material climate targets and goals.

Based on our current accelerated filer status, certain elements of the rule would be effective for our fiscal year ending January 31, 2027, with the remaining disclosure requirements effective for our fiscal years ending January 31, 2028 and 2029.

In April 2024, the SEC issued an order staying implementation of such rule, pending the resolution of certain challenges.

The outc ome of ongoing litigation is currently unknown.

The Company is currently evaluating the potential impact of such rule on its consolidated financial statements and disclosures.

In November 2024, the FASB issued ASU No.

2024-03, " Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures" (Subtopic 220-40):

Disaggregation of Income Statement Expenses." Additionally, in January 2025, the FASB issued ASU No.

2025-01 to clarify the effective date of ASU No.

The new guidance is intended to improve disclosures about a public business entity's expenses by enhancing specified information about certain costs and expenses at each interim and annual reporting period so that investors can better understand an entity’s overall performance, including its cost structure, and assess potential future cash flows.

This guidance is effective for fiscal years beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027, on a retrospective or prospective basis, with early adoption permitted.

The Company is in the process of evaluating the impact that this guidance will have on the consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU No.

2024-04, " Debt - Debt with Conversion and Other Options" (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments." The new guidance clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion

or extinguishment of convertible debt.

The new standard is effective for fiscal years beginning after December 31, 2025 and interim periods within those annual periods.

Early adoption is 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.

2024-04 will have on the consolidated financial statements and related disclosures.

Note 3 - Property, Plant, and Equipment:

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Total $ 9,387 $ 4,436

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

Depreciation expense was approximately $ 1.6 million, $ 1.0 million, and $ 0.9 million for the fiscal years ended January 31, 2025, 2024, and 2023, respectively.

Note 4 – Intangible Assets, Net

Intangibles, net consisted of the following at January 31, 2025 (in thousands):

12 unchanged sentences

$ 6,497 $ ( 1,518 ) $ 4,979

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):

Amortization expense for the fiscal years ended January 31, 2025, 2024, and 2023 was approximately $ 1.5 million, $ 1.1 million, and $ 0.5 million, respectively.

We expect the estimated aggregate amortization expense for each of the succeeding fiscal years to be as follows (in thousands):

Total $ 3,436

Note 5 - Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses are composed of the following (in thousands):

January 31, 2025 January 31, 2024

Trade accounts payable $ 9,051 $ 8,182

Accrued promotions 485 945

Accrued employee compensation 1,391 1,890

Accrued commissions/royalties 686 560

Other accrued expenses 439 285

Accrued taxes — 563

Total accounts payable and accrued expenses $ 12,052 $ 12,425

Note 6 - Related Party Transactions

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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.

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 percent ( 3.5 %) per annum.

As of January 31, 2025 and January 31, 2024, the outstanding balance under the note was $ 750 thousand and $ 1.5 million, respectively.

For the years ended January 31, 2025, 2024, and 2023 interest expense for this note was approximately $ 50 thousand, $ 77 thousand, and $ 102 thousand, respectively.

As of January 31, 2025 and January 31, 2024, accrued interest was approximately $ 2 thousand and $ 5 thousand, respectively.

4 unchanged sentences

The exercise of optional renewal is uncertain and therefore excluded from the calculation of the right of use asset.

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.

Rent expense and other ancillary charges pursuant to the lease for the years ended January 31, 2025, 2024, and 2023 was $ 322 thousand, $ 343 thousand and $ 262 thousand , respectivel y.

Chef Inspirational Foods, LLC

2 unchanged sentences

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 .

For the years ended January 31, 2024 and January 31, 2023, the Company recorded commission expenses and consulting service expenses of approximately $ 267 thousand and $ 424 thousand to CIF.

On June 28, 2023 the Company entered into a promissory note with the sellers of CIF.

As of January 31, 2025 approximately $ 1.5 million is outstanding on this note.

Note 7 - 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.

On July 18, 2023, the Company extended the maturity of the working capital line from June 30, 2024 to October 31, 2025 and on July 31, 2024 the Company further extended the maturity date of the line until November 30, 2027 .

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.

9 unchanged sentences

All advances under the line of credit are due upon maturity.

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.

The outstanding balance on the line of credit was $ 0 thousand as of both January 31, 2025 and January 31, 2024.

During the years ended January 31, 2025, 2024, and 2023 the Company incurred interest expense of approximately $ 7 thousand, $ 47 thousand and $ 132 thousand to M&T Bank for the line of credit agreement, respectively.

During the years ended January 31, 2025 and 2024 the Company incurred commitment fees of approximately $ 14 thousand and $ 12 thousand , 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”).

9 unchanged sentences

As of January 31, 2024, the outstanding balance and unamortized discount of the Acquisition Note was approximately $ 4.6 million and $ 38 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.

During the years ended January 31, 2025, 2024 and 2023 , the Company incurred interest expense of approximately $ 297 thousand, $ 450 thousand and $ 413 thousand for the Acquisition Note, respectively.

Note 8 - 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, 2025, the Company’s gross revenue was concentrated in one customer that accounted for approximately 44 % of gross revenue.

For the year ended January 31, 2024, the Company’s gross revenue was concentrated in three customers that accounted for approx imately 26 %, 11 % and 10 %, respectiv ely.

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.

As of January 31, 2025, two customers represented approximately 38 % and 16 % of total gross outstanding receivables, respectively.

As of January 31, 2024 , four customers represented approximately 20 %, 15 %, 13 % and 10 % of total gross outstanding receivables, respectiv ely.

Note 9 - Stockholders’ Equity

4 unchanged sentences

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 Company has designated 200 thousand shares of preferred stock, $ 0.00001 par value per share, as Series B Preferred Stock.

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.

4 unchanged sentences

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.

As of both January 31, 2025 and 2024, 0 shares of Series B Preferred Stock were outstanding.

During the year ended January 31, 2025, the Company paid no dividends on Series B Preferred Stock.

During the years ended January 31, 2024 and 2023, the Company paid dividends of approximately $ 49 thousand and $ 34 thousand, respectively on Series B Preferred Stock.

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.

The fair value of Restricted Stock Units ("RSUs") is determined based on the closing price of the Company's common stock on the grant date.

RSUs generally vest on a graded basis over three to four years of service.

A summary of the status of the Company's RSUs is presented below.

Stock Units Weighted Average

5 unchanged sentences

Non-vested Restricted Stock Units – January 31, 2025 367,557 $ 2.85

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.

At January 31, 2025, there was approximately $ 897 thousand of total unrecognized compensation expense related to RSUs, which is expected to be recognized over a weighted-average period of 1.25 years.

During the years ended January 31, 2025, 2024, and 2023 the Company recognized stock-based compensation related to RSUs of an aggregate of approximately $ 595 thousand, $ 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 103,206 RSUs issued during the year ended January 31, 2025, 32,040 were issued to the Board of Directors, and 71,166 were issued to employees of the Company.

The following is a summary of the Company’s option activity:

Stock Options

The following is a summary of the Company’s stock option activity:

Options Weighted Average

4 unchanged sentences

Outstanding – February 1, 2024 117,500 $ 1.48 8.36 $ 333

Granted 38,806 $ 7.57

Exercised ( 37,500 ) $ 1.48

2 unchanged sentences

Exercisable – January 31, 2025 0 $ —

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.

During the year ended January 31, 2025, 37,500 options at a weighted average exercise price of $ 1.48 per share were exchanged for approximately 38,000 shares of common stock.

The Company received approximately $ 55 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 5 years

Expected volatility of underlying stock 82.52 %

Dividends 0 %

The following is a summary of the Company’s warrant activity:

Warrants Weighted Average

Exercise Price

Outstanding – February 1, 2023 13,650 $ 2.25

Exercisable – February 1, 2023 13,650 $ 2.25

Exercised ( 13,650 ) $ —

Outstanding – January 31, 2024 — $ —

Exercisable – January 31, 2024 — $ —

During the year ended January 31, 2024, the Company issued 13,650 shares of common stock upon the cashless exercise of the warrants.

For the years ended January 31, 2025 and 2024, the Company recognized stock-based compensation related to stock options of an aggregate of approximately $ 45 thousand and $ 65 thousand, respectively, which is included in selling, general and administrative expenses on the accompanying Consolidated Stat ements of Operations.

As of January 31, 2025, there was unrecognized stock-based compensation related to stock options of approximately $ 191 thousand .

Equity Issuances

On May 15, 2024, the Company entered into a Settlement Agreement with directors Alfred D’Agostino, Steven Burns, Dean Janeway and Thomas Toto (each, a “Director”), relating to certain options purported to have been granted by the Company in 2018 and 2019 (the "Purported Options") under prior management that exceeded the availability under the Company’s equity plan at the time of the purported grants.

In exchange for a release of any and all claims or rights related to the Purported Options, the Company agreed to issue each Director a payment of approximately $ 113 thousand and approximately 17 thousand shares of common stock.

In connection with the Settlement Agreement and the issuance of the shares, the Company incurred a one-time charge of approximately $ 900 thousand within selling, general and administrative expense.

Note 10 - Commitments and Contingencies

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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.

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:

Per the Agreement, the Royalty Rate shall be:

6 % of net sales up to $ 500 thousand of net sales for each Agreement year;

3 unchanged sentences

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.

The Company incurred approximately $ 679 thousand, $ 637 thousand, and $ 584 thousand of royalty expenses for the years ended January 31, 2025, 2024, and 2023, respectively.

Royalty expenses are included in selling, general and administrative expenses on the Consolidated Statements of Operations.

Purchase Commitments

On December 20, 2024 the Company entered into a one year purchase commitment to buy six million eighty thousand pounds of chicken, to be delivered in equal weekly installments at a fixed price.

We recognize liabilities for contingencies and commitments when a loss is probable and estimable.

Agreements with Placement Agents and Finders

2 unchanged sentences

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.

Based on this agreement with Spartan, during the year ended January 31, 2023, the Company paid Spartan approximately $ 36 thousand upon the payment for the 24 % minority int erest in CIF.

AGES Financial Services.

4 unchanged sentences

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.

For the year ended January 31, 2023, the Company paid AGES approximately $ 65 thousand.

Note 11 – Leases

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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.

ROU assets and lease 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.

Future obligations relating to the exercise of renewal options are 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.

Leases with a term of 12 months or less are not recorded on the balance sheet, per the election of the practical expedient under ASC 842 "Leases."

The Company recognizes lease expense for these leases on a straight-line basis over the lease term.

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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):

During the year ended January 31, 2025, the Company entered into the Fourth Amendment of Lease for its offices at 355 Murray Hill Parkway, East Rutherford, NJ.

The amended lease has a termination date of January 31, 2030.

The amended lease has monthly rent of approximately $ 10 thousand to $ 12 thousand.

In accounting for the lease, the Company wrote off its existing right of use asset and lease liability of approximately $ 124 thousand and recognized a right of use asset of approximately $ 631 thousand.

During the year ended January 31, 2025, the Company amended and subsequently extended its lease for 25 Branca Road, East Rutherford, NJ twice.

The first amended lease had a termination date of August 31, 2024.

With the initial amendment of the lease, the Company wrote off approximately $ 897 thousand of the existing right of use asset and lease liability.

On August 21, 2024, the Company amended its lease at 25 Branca Road.

The amended lease has monthly rent of approximately $ 36 thousand until February 28, 2026, with a renewal option to extend the lease until August 31, 2029.

The monthly rent during the renewal option ranges from approximately $ 38 thousand to approximately $ 42 thousand.

As a result of this lease the Company recognized a right of use asset and a lease liability of approximately $ 615 thousand.

In addition, on December 26, 2024, the Company amended the lease again with an effective date of February 1, 2025.

This amended lease expanded the space available to the Company, has a monthly rent from approximately $ 73 thousand to approximately $ 84 thousand from February 1, 2025 to January 31, 2030, and required an initial direct payment of approximately $ 200 thousand.

On the effective date of the lease, the Company will recognize a right of use asset and lease liability of approximately $ 4.2 million.

The components of lease costs were as follows (in thousands):

January 31, 2025 January 31, 2024

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Current operating lease liabilities, included in current liabilities $ 848 $ 434

Noncurrent operating lease liabilities, included in long-term liabilities 2,515 2,897

Non-current operating lease liabilities, included in long-term liabilities 2,600 2,515

Total operating lease liabilities $ 3,448 $ 2,949

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Note 12 - Income Tax Provision

The income tax provision consists of the following:

Incom e tax provision / (benefit) consists of the following (in thousands):

The Company's incom e tax provision / (benefit) consists of the following (in thousands):

January 31, 2025 January 31, 2024

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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.

federal net operating loss carryforwards (NOLs) of approximately $ 0.0 million and $ 0.0 million at January 31, 2025 and 2024, respectively, available to offset taxable income through 2034.

The Company also has state NOLs of approximately $ 8.0 million and $ 8.8 million at January 31, 2025 and 2024, respectively, available to offset future taxable income through 2036.

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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.

There was no valuation allowance on the Company's deferred tax assets as of January 31, 2025 and 2024.

The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements.

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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.

No interest or penalties on unpaid taxes were recorded during the years ended January 31, 2025, 2024 and 2023.

As of January 31, 2025, 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:

We are subject to taxation in the United States and various states.

As of January 31, 2025, tax years for January 31, 2022, 2023, and 2024 are subject to examination by the tax authorities.

The Company’s deferred tax assets and liabilities consisted of the effects of temporary differences attributable to the following (in thousands):

Deferred Tax Assets Year Ended

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January 31, 2024

Net operating loss carryovers $ 24 $ 607

Share-based compensation 52 32

Net operating loss carryforwards $ 16 $ 24

Stock-based compensation 149 52

Acquisition costs 86 98

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Adjustments to deferred tax assets ( 1.1 ) 0.4

Non-deductible expenses - restricted stock units - vested ( 4.9 ) ( 1.2 )

Non-deductible expenses - section 162(m) adjustment 3.5 -

Non-deductible expenses - others 0.2 -

Income tax provision (benefit) 20.8 % 23.5 %

Note 13 - Segment Information

For the years ended January 31, 2025, 2024, and 2023 t he Company was managed as a single operating segment.

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.

Segment reporting for the years ended January 31, (in thousands):

For the Years Ended

January 31, 2025 January 31, 2024 January 31, 2023

Net Sales $ 123,328 $ 103,284 $ 93,188

Costs of sales 92,795 72,951 73,770

Gross profit 30,533 30,333 19,418

Research and development 455 414 135

Direct Variable Costs (B)

7,798 7,161 7,741

Other selling, general, and administrative expenses 17,403 13,868 8,719

Total operating expenses 25,656 21,443 16,595

Income from operations 4,877 8,890 2,823

Interest expense ( 477 ) ( 549 ) ( 634 )

Interest income 218 — —

Amortization of debt discount ( 16 ) ( 22 ) ( 22 )

Other income 104 27 3

Income from equity method investment — 223 143

Income tax provision ( 995 ) ( 2,008 ) ( 9 )

Segment net income 3,711 6,561 2,304

Reconciliation of profit

Adjustments and reconciling items — — —

Consolidated net income $ 3,711 $ 6,561 $ 2,304

(A) The significant expense categories and amounts align with the information that is regularly provided to the chief operating decision maker.

(B) This category contains commission expenses, royalty expenses, and freight-related expenses .

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