1 unchanged sentence
Rule 10b5-1 Trading Plans
−Removed: As previously disclosed, Adam Michaels, our Chief Executive Officer, has adopted a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and qualify as an eligible “sell-to-cover transaction” (as described in Rule 10b5-1(c)(1)(ii)(D)(3) under the Exchange Act).
−Removed: The trading arrangement provides for the sale, pursuant to sell-to-cover instructions, of a number of shares of our common stock necessary to satisfy tax withholding requirements upon the vesting of outstanding time-vested restricted stock units (“RSUs”).
−Removed: The amounts of shares to be sold under the trading arrangement is dependent on future events that cannot be known at this time, including the future trading price of the Company’s common stock.
−Removed: The expiration date relating to the trading arrangement is dependent on future events which cannot be known at this time, including the vest date of the subject RSU awards and any termination of service.
−Removed: The latest possible termination date under the trading arrangement is September 22, 2027.
−Removed: As of October 31, 2024, there were a total of 266,092 shares underlying unvested RSUs subject to the existing trading arrangement.
−Removed: Except as described above during the three months ended October 31, 2024, no director or executive officer adopted , modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
+Added: During the three months ended April 30, 2025 , no director or officer of the Company adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
3.1 Articles of Incorporation of Mama’s Creations, Inc.
8 unchanged sentences
(incorporated by reference from Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on August 1, 2023).
−Removed: 10.1* Employment Agreement by and between the Company and Moor e (Skip) Tappan, III, dated September 3, 2024 (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 9, 2024)
−Removed: 31.1 Certification of Principal Executive Officer, pursuant to 18 U.S.C.
−Removed: 1350, as adopted pursuant to Section 302 of 2002* *
−Removed: 31.2 Certification of Principal Financial Officer, pursuant to 18 U.S.C.
−Removed: 1350, as adopted pursuant to Section 302 of 2002* *
−Removed: 32.1 Certification of Principal Executive Officer, pursuant to 18 U.S.C.
−Removed: 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* *
−Removed: 32.2 Certification of Principal Financial Officer, pursuant to 18 U.S.C.
−Removed: 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* *
−Removed: 101.INS Inline XBRL Instance Document**
−Removed: 101.SCH Inline XBRL Taxonomy Extension Schema Document**
−Removed: 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document**
−Removed: 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document**
−Removed: 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document**
−Removed: 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document**
+Added: 31.1* Certification of Principal Executive Officer, pu rsuant to Section 302 of the Sarbanes -Oxley Act of 2002
+Added: 31.2* Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
+Added: 32.1* Certification of Principal Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+Added: 32.2* Certification of Principal Financial Officer, pursuant to S ection 906 of the Sarbanes-Oxley Act of 2002
+Added: 101* Financial statements from the quarterly report on Form 10-Q for the quarter ended April 30, 2025, as filed with the Securities and Exchange Commission, formatted in inline eXtensible Business Reporting Language (iXBRL):
+Added: (i) Condensed Consolidated Balance Sheets;
+Added: (ii) Condense Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Changes in Stockholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows, (v) Notes to Condensed Consolidated Financial Statements, and (vi) the information set forth in Part II, Item 5
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
−Removed: * Denotes management contract or compensatory arrangement
* Filed herewith.
1 unchanged sentence
MAMA’S CREATIONS, INC.
−Removed: December 16, 2024
Chief Executive Officer
4 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.