What changed in this filing

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Item 1. Financial Statements

2025-12-08 compared with 2025-09-08 · 191 added, 129 removed, 551 unchanged (37% of the section changed)

3 unchanged sentences

(In thousands, except share and per share data)

July 31, 2025 January 31, 2025

October 31, 2025 January 31, 2025

Current Assets:

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250,000,000 shares authorized;

38,054,000 and 37,826,000 shares issued as of July 31, and January 31, 2025, respectively, 37,824,000 and 37,596,000 shares outstanding as of July 31, and January 31, 2025, respectively

40,880,000 and 37,826,000 shares issued as of October 31, and January 31, 2025, respectively, 40,650,000 and 37,596,000 shares outstanding as of October 31, and January 31, 2025, respectively

Additional paid-in capital 46,530 24,882

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For the Three Months Ended

July 31, For the Six Months Ended

October 31, For the Nine Months Ended

2025 2024 2025 2024

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Amortization of debt discount ( 20 ) ( 3 ) ( 26 ) ( 13 )

Other income — 61 — 61

Total other expenses ( 97 ) ( 25 ) ( 213 ) ( 129 )

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(in thousands)

For the Period from February 1, 2025 through July 31, 2025

For the Period from February 1, 2025 through October 31, 2025

Preferred Stock Series B Preferred Stock Common Stock Treasury Stock Additional

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Balance, July 31, 2025 - $ - - $ - 38,054 $ - ( 230 ) $ ( 150 ) $ 27,059 $ 2,678 $ 29,587

For the Period from February 1, 2024 through July 31, 2024

Stock based compensation - - - - 151 - - - 533 - 533

Exercise of stock options - - - - 8 - - - 11 - 11

Net proceeds from issuance of common stock - - - - 2,667 - - - 18,927 - 18,927

Net income - - - - - - - - - 540 540

Balance, October 31, 2025 - $ - - $ - 40,880 $ - ( 230 ) $ ( 150 ) $ 46,530 $ 3,218 $ 49,598

For the Period from February 1, 2024 through October 31, 2024

Preferred Stock Series B

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Balance, July 31, 2024 - $ - - $ - 37,663 $ - ( 230 ) $ ( 150 ) $ 24,293 $ ( 1,846 ) $ 22,297

Stock based compensation - - - - 145 - - - 280 - 280

Stock issued for the exercise of options - - - - 8 - - - 11 - 11

Net income - - - - - - - - - 410 410

Balance, October 31, 2024 - $ - - $ - 37,816 $ - ( 230 ) $ ( 150 ) $ 24,584 $ ( 1,436 ) $ 22,998

See accompanying notes to the Condensed Consolidated Financial Statements.

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(in thousands)

For the Six Months Ended July 31,

For the Nine Months Ended October 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

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Stock-based compensation 1,173 801

Allowance for obsolete inventory ( 124 ) -

Change in deferred tax asset ( 367 ) 90

Changes in operating assets and liabilities:

Changes in operating assets and liabilities, net of acquisition:

Accounts receivable 809 ( 708 )

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Purchase of fixed assets ( 1,247 ) ( 5,022 )

Cash paid for acquisition of the business of Crown I Enterprises, Inc., net ( 17,500 ) -

Net Cash Used in Investing Activities ( 18,747 ) ( 5,022 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Repayment of term loan ( 891 ) ( 776 )

Repayment of debt ( 16,011 ) ( 1,274 )

Net proceeds from issuance of common stock 18,927 -

Net proceeds from notes payable 18,770 -

Repayment of related party note - ( 1,200 )

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Proceeds from exercise of stock options 48 55

Net Cash Used in Financing Activities ( 1,047 ) ( 2,128 )

Net Cash Provided by (Used in) Financing Activities 21,465 ( 2,715 )

Net Increase (Decrease) in Cash 10,918 ( 1,703 )

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Payment of related party debt $ 1,500 $ —

Right-of-use asset recognized $ 4,156 $ 873

Right-of-use asset and lease liability recognized $ 6,357 $ 873

Write-off of right-of-use asset $ 451 $ 897

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Notes to Condensed Consolidated Financial Statements (Unaudited)

July 31, 2025

October 31, 2025

Note 1 - Nature of Operations and Basis of Presentation

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Our Olive Branch brand 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.

The investment consists of $ 500 thousand in cash and $ 700 thousand in the Company’s common stock.

The acquisition of the interest in CIF was accounted for under the equity method of accounting for investments until the Company acquired the remaining interest of CIF.

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 million in cash at closing and a $ 2.7 million promissory note (the "CIF Acquisition").

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.

As of June 30, 2025, the Company became obligated to issue 184,286 shares of common stock of the Company valued at approximately $ 1.5 million in fulfillment of the final payment obligation.

Our subsidiary, Crown 1 Foods, Inc., based in New York, is a full-service food manufacturer, of value-added proteins and premium ready-to-heat meals.

Crown focuses on claims-driven protein solutions including distinctive cuts.

Crown also is USDA and Safe Quality Food ("SQF") certified and specializes in artisanal vegetable and grain sides and center plate offerings in bulk as well as single-serve solutions.

Note 2 - Summary of Significant Accounting Policies

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The Condensed Consolidated Balance Sheet as of January 31, 2025 has been derived from the audited Consolidated Financial Statements as of that date but does not include all disclosures required for audited annual financial statements.

For further information, please refer to and read these interim unaudited Condensed Consolidated Financial Statements in conjunction with the

Company's audited Consolidated Financial Statements included in the Company's annual report on Form 10-K for the fiscal year ended January 31, 2025.

For further information, please refer to and read these interim unaudited Condensed Consolidated Financial Statements in conjunction with the Company's audited Consolidated Financial Statements included in the Company's annual report on Form 10-K for the fiscal year ended January 31, 2025.

Use of Estimates

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Such estimates and assumptions impact, among other items, the following:

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.

allowance for credit

losses, the fair value of stock-based compensation, inventory reserves, allocation of the purchase price of the acquisition, 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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The Company considers all highly liquid instruments purchased with an original 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 July 31, 2025, exceeded insured amounts by approximately $ 8.6 million.

The majority of the Company’s cash and cash equivalents are held at one financial institution, which at October 31, 2025, exceeded insured amounts by approximately $ 16.7 million.

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

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Customer balances are written off after all collection efforts are exhausted.

The allowance for credit losses was approximately $ 93 thousand as of July 31, 2025 and January 31, 2025.

During the three and six months ended July 31, 2025 and July 31, 2024, the Company did not write off any accounts deemed uncollectible.

The allowance for credit losses was approximately $ 97 thousand as of October 31, 2025 and January 31, 2025.

During the three and nine months ended October 31, 2025 and October 31, 2024, the Company did not write off any accounts deemed uncollectible.

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

NRV is defined as estimated selling prices less costs of completion, disposal, and transportation.

NRV is defined as estimated selling price less costs of completion, disposal, and transportation.

The cost of inventory is determined on the first-in, first-out basis.

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In addition, and as necessary, specific reserves for future known or anticipated events may be established.

As of July 31, 2025 and January 31, 2025, the reserve for obsolete inventory was approximately $ 95 thousand.

As of October 31, 2025 and January 31, 2025, the reserve for obsolete inventory was approximately $ 264 thousand and $ 95 thousand, respectively.

Inventories by major category are as follows (in thousands):

July 31, 2025 January 31, 2025

October 31, 2025 January 31, 2025

Raw materials and packaging $ 3,404 $ 1,654

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The Company evaluates qualitative factors to determine if it is more likely than not that the fair value is less than the carrying value and whether it is necessary to perform goodwill impairment testing.

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

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

Other Intangible Assets

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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 July 31, 2025 and January 31, 2025 were as follows (in thousands):

July 31, 2025 January 31, 2025

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

October 31, 2025 January 31, 2025

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

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Total $ 17,571 $ — $ — $ 17,571 $ 6,842 $ — $ — $ 6,842

Business Combination

The Company applies the provisions of ASC 805, " Business Combinations " in the accounting for acquisitions of businesses.

ASC 805 requires the Company to recognizing identifiable assets and liabilities, including intangible assets of acquired businesses, at their fair value at the date of acquisition.

The excess of the purchase price consideration over the fair value of identifiable net assets acquired is goodwill.

Acquisition-related expenses are expensed as incurred, and the expenses are recorded in operating expenses in the consolidated statements of operations.

See Note 3, "Acquisition," for additional information.

Research and Development

Research and development is expensed as incurred.

Research and development expenses were $ 55 thousand and $ 128 thousand for the three and six months ended July 31, 2025, respectively compared to $ 93 thousand and $ 197 thousand for the three and six months ended July 31, 2024, respectively.

Research and development expenses were $ 80 thousand and $ 208 thousand for the three and nine months ended October 31, 2025, respectively compared to $ 155 thousand and $ 352 thousand for the three and nine months ended October 31, 2024, respectively.

Revenue Recognition

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

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

therefore, there are no unsatisfied performance obligations requiring disclosure as of October 31, 2025 and 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 Three Months Ended

July 31, 2025 July 31, 2024

October 31, 2025 October 31, 2024

Gross Sales $ 48,273 $ 32,333

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Net Sales $ 47,269 $ 31,523

For the Six Months Ended

July 31, 2025 July 31, 2024

For the Nine Months Ended

October 31, 2025 October 31, 2024

Gross Sales $ 121,780 $ 91,435

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Disaggregation of Revenue from Contracts with Customers.

The following table disaggregates gross revenue by significant geographic area for the three months ended July 31, 2025 and 2024 (in thousands):

The following table disaggregates gross revenue by significant geographic area for the three months ended October 31, 2025 and 2024 (in thousands):

For the Three Months Ended

July 31, 2025 July 31, 2024

October 31, 2025 October 31, 2024

Northeast $ 17,922 $ 8,277

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Total gross sales $ 48,273 $ 32,333

For the Six Months Ended

July 31, 2025 July 31, 2024

For the Nine Months Ended

October 31, 2025 October 31, 2024

Northeast $ 36,518 $ 26,534

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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.

Advertising expenses were $ 709 thousand and $ 1.5 million for the three and six months ended July 31, 2025, respectively, compared to $ 404 thousand and $ 817 thousand for the three and six months ended July 31, 2024 .

Advertising expenses were $ 756 thousand and $ 2.3 million for the three and nine months ended October 31, 2025, respectively, compared to $ 663 thousand and $ 1.5 million for the three and nine months ended October 31, 2024 .

St ock-Based Compensation

The Company provides compensation benefits in the form of performance stock units, restricted stock units, stock options, and warrants.

The cost of the stock-based compensation is recorded at fair value on the date of grant and expensed in our Condensed Consolidated Statement of Operations over the requisite service period.

The Company has granted performance awards in the form of Performance Stock Units ("PSUs") to certain executive officers.

Each performance stock unit award entitles the participant to earn shares of common stock upon the attainment of certain market conditions and/or certain performance goals over the applicable performance period.

The recognition of the

compensation expense for the performance stock awards is based upon the probable outcome of the market condition and performance conditions and is based on the fair value of the award on the date of grant.

The cost of the stock-based compensation is recorded at fair value on the date of grant and expensed in the Condensed Consolidated Statement of Operations over the requisite service period.

The Company has granted performance awards in the form of Performance Stock Units ("PSUs") to certain employees.

Each PSU award entitles the participant to earn shares of common stock upon the attainment of certain market conditions and/or certain performance goals over the applicable performance period.

The recognition of the compensation expense for

the performance stock awards is based upon the probable outcome of the market condition and/or performance conditions and is based on the fair value of the award on the date of grant.

To determine the value of PSUs with market conditions for stock-based compensation purposes, the Company used a Monte Carlo simulation valuation model.

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Earnings Per Share

Basic net income or loss per share attributable to common stockholders excludes dilution and is computed by dividing net income during the period by the weighted average number of common shares outstanding during the period.

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.

Basic net income per share attributable to common stockholders excludes dilution and is computed by dividing net income during the period by the weighted average number of common shares outstanding during the period.

Diluted net income 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 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.

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For the Three Months Ended

July 31, 2025 July 31, 2024

October 31, 2025 October 31, 2024

Net income $ 540 $ 410

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(a) – Anti-dilutive securities excluded — —

For the Six Months Ended

July 31, 2025 July 31, 2024

For the Nine Months Ended

October 31, 2025 October 31, 2024

Net income attributable to common stockholders $ 3,054 $ 2,111

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(a) – Anti-dilutive securities excluded — —

(a) Option grants of 38,806 were excluded from the earnings per shares calculation for the six months ended July 31, 2025, because the grant date fair value of the options are greater than the average market price of the Company's common stock during the period and inclusion would have been anti-dilutive.

Income taxes are provided in accordance with ASC 740, “ Accounting for Income Taxes.

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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 July 31, 2025 and January 31, 2025, the Company recognized a deferred tax asset of $ 516 thousand and $ 258 thousand, respectively, which is included in other long-term assets on the Condensed Consolidated Balance Sheets.

As of October 31, 2025 and January 31, 2025, the Company recognized a deferred tax asset of $ 625 thousand and $ 258 thousand, respectively, which is included in other long-term assets on the Condensed Consolidated Balance Sheets.

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

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" The new guidance is intended to enhance the transparency and decision usefulness of income tax disclosures.

The amendments in the ASU address investor requests for enhanced income tax information primarily through changes to

the rate reconciliation and income taxes paid information.

The amendments in the ASU address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information.

The amendment is effective retrospectively for fiscal years beginning after December 15, 2024.

This ASU is effective on a prospective basis for the Company in the fiscal year ending January 31, 2026 and will result in additional disclosures being included in the Consolidated Financial Statements for the Company's Form 10-K for the year ended January 31, 2026.

This ASU is effective on a prospective basis for the Company in the fiscal year

ending January 31, 2026 and will result in additional disclosures being included in the Consolidated Financial Statements for the Company's Form 10-K for the year ended January 31, 2026.

In November 2024, the FASB issued ASU No.

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2024-04 will have on the Consolidated Financial Statements and related disclosures.

In July 2025, the FASB issued ASU No.

2025-05, Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets ("ASU 2025-05").

ASU 2025-05 provides (1) all entities with a practical expedient and (2) entities other than public business entities with an accounting policy election when estimating credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606.

This authoritative guidance is effective for annual periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted.

We are currently evaluating the impact of adopting ASU 2025-05.

Note 3 – Acquisition:

On September 2, 2025, Crown 1 Foods, Inc.

(formerly "Jubilee Acquisition, Inc."), a Nevada corporation and wholly owned direct subsidiary of the Company, acquired substantially all of the assets of Crown I Enterprises, Inc.

("Crown 1"), a full-service manufacturer of value-added proteins and ready-to-heat meals, for $ 17.5 million, subject to working capital adjustments, cash payment.

The acquisition aligns with the Company's long-term plan to become a leading national marketer and manufacturer of fresh deli prepared foods.

The results of the business acquired from Crown 1 have been included in the Company's Condensed Consolidated Statements of Operations from the date of the acquisition.

The purchase accounting will be finalized within one year from the acquisition date.

The purchase price allocations are preliminary at October 31, 2025 and may be subsequently adjusted to reflect the finalization of appraisals and other

valuation studies.

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the date of the acquisition (in thousands):

Assets acquired:

Accounts receivable $ 3,725

Prepaid expenses and other current assets 37

Inventory 1,336

Property and equipment 12,452

Intangible assets 1,273

Total assets acquired $ 19,637

Liabilities assumed:

Accrued expenses and other current liabilities $ 2,137

Total liabilities assumed $ 2,137

Net assets acquired $ 17,500

The preliminary valuation of intangible assets consists of approximately $ 1.3 million of intangible assets representing customer relationships, which is subject to amortization over a useful life of 5 years.

The purchase price was allocated based on the estimated fair value of the assets acquired and liabilities assumed on the date of acquisition.

Goodwill represents the value of the acquired workforce.

For the three and nine months ended October 31, 2025 the Company expensed transaction costs related to the acquisition of $ 1.0 million and $ 1.2 million, respectively, which are included in selling, general and administrative expenses in the Company's Condensed Consolidated Statements of Operations.

The Company's Condensed Consolidated Statement of Operations includes $ 10.0 million of revenue and $ 0.5 million of net income attributable to Crown 1 from the acquisition date through October 31, 2025.

The following table presents the supplemental consolidated results of the Company on an unaudited pro forma basis as if the acquisition of the Crown 1 business had been completed on February 1, 2024 (in thousands).

The primary adjustments reflected in the unaudited pro forma information related to (1) changes related to purchase accounting primarily related to amortization of purchased intangible assets recorded in conjunction with the acquisition and (2) removal of transaction costs related to the acquisition.

Adjustments to net income have been reflected net of income tax effects.

The unaudited pro forma information does not include any anticipated cost savings or other effects of future integration efforts and does not purport to be indicative of results that actually would have been achieved if the operations were combined during the periods presented, nor is it intended to be a projection.

Three months ended October 31, Nine months ended October 31,

2025 2024 2025 2024

Sales $ 51,850 $ 45,242 $ 151,531 $ 130,258

Net Income $ 1,571 $ 623 $ 3,857 $ 1,813

Note 4 – Property Plant and Equipment, Net:

Property plant and equipment, net, on July 31, 2025 and January 31, 2025 were as follows (in thousands):

July 31, 2025 January 31, 2025

Property plant and equipment, net, on October 31, 2025 and January 31, 2025 were as follows (in thousands):

October 31, 2025 January 31, 2025

Machinery and Equipment $ 18,463 $ 7,982

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Total $ 21,061 $ 9,387

Depreciation expense was approximately $ 583 thousand and $ 1,137 thousand for the three and six months ended July 31, 2025, respectively, compared to $ 314 thousand and $ 606 thousand for the three and six months ended July 31, 2024, respectively .

Depreciation expense was approximately $ 962 thousand and $ 2.1 million for the three and nine months ended October 31, 2025, respectively, compared to $ 314 thousand and $ 1.1 million for the three and nine months ended October 31, 2024, respectively.

Note 5 – Intangible Assets, Net

Intangible assets, net, consisted of the following at July 31, 2025 (dollars in thousands):

Intangible assets, net, consisted of the following at October 31, 2025 (dollars in thousands):

Amount Accumulated

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Total intangible assets $ 6,497 $ ( 3,061 ) $ 3,436

Amortization expense was approximately $ 381 thousand and $ 751 thousand for the three and six months ended July 31, 2025, respectively, compared to $ 388 thousand and $ 768 thousand for the three and six months ended July 31, 2024, respectively.

Amortization expense was approximately $ 424 thousand and $ 1.2 million for the three and nine months ended October 31, 2025, respectively, compared to $ 388 thousand and $ 1.2 million for the three and nine months ended October 31, 2024, respectively.

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

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

July 31, 2025 January 31, 2025

October 31, 2025 January 31, 2025

Trade accounts payable $ 11,702 $ 9,051

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Other accrued expenses 1,770 439

Accrued income taxes 73 —

Total accounts payable and accrued expenses $ 18,468 $ 12,052

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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 both July 31, and January 31, 2025, the outstanding balance under the note was $ 750 thousand, which was recorded as Promissory notes – related parties in the Company’s Condensed Consolidated Balance Sheets.

Interest expense related to this note was approximately $ 7 thousand and $ 13 thousand for the three and six months ended July 31, 2025, respectively, compared to $ 13 thousand and $ 26 thousand for the three and six months ended July 31, 2024, respectively.

As of July 31, 2025 and January 31, 2025, accrued interest was approximately $ 15 thousand and $ 2 thousand, respectively.

As of both October 31, and January 31, 2025, the outstanding balance under the note was $ 750 thousand, which was recorded as Promissory notes – related parties in the Company’s Condensed Consolidated Balance Sheets.

Interest expense related to this note was approximately $ 7 thousand and $ 20 thousand for the three and nine months ended October 31, 2025, respectively, compared to $ 14 thousand and $ 40 thousand for the three and nine months ended October 31, 2024, respectively.

As of October 31, 2025 and January 31, 2025, accrued interest was approximately $ 22 thousand and $ 2 thousand, respectively.

On June 28, 2023, the Company completed the acquisition of 100 % of Chef Inspirational Foods, LLC, 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 million in cash at closing and a $ 2.7 million promissory note (the "CIF Acquisition").

During the nine months ended October 31, 2025, the Company issued 184,286 shares of common stock of the Company valued at approximately $ 1.5 million in fulfillment of the final payment obligation.

The Company leases 20,188 square feet in a fully contained facility in Farmingdale, NY from 148 Allen Blvd LLC for production and distribution of Creative Salads and Olive Branch products.

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This lease term is through November 30, 2031, with the option to extend the lease for two additional ten-year terms with base rent of approximately $ 20 thousand per month through December 31, 2026, increasing after that date to approximately $ 24 thousand per month through the end of the initial lease term.

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 three and six months ended July 31, 2025 were approximately $ 84 thousand and $ 168 thousand, respectively, compared to $ 81 thousand and $ 159 thousand for the three and six months ended July 31, 2024, respectively.

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 three and nine months ended October 31, 2025 were approximately $ 84 thousand and $ 251 thousand, respectively, compared to $ 81 thousand and $ 240 thousand for the three and nine months ended October 31, 2024, respectively.

Note 8 – Loan and Security Agreements

The Company has a working capital line of credit with M&T Bank for a maximum principal amount of $ 5.5 million (the "Credit Agreement"), which is scheduled to mature on November 30, 2027.

The Company has a working capital line of credit with M&T Bank for a maximum principal amount of $ 5.5 million.

On August 28, 2025, the Company entered into an Amended and Restated Loan and Security Agreement (the “Credit Agreement”) with M&T Bank (described in more detail below), which extended the maturity date to November 28, 2028.

The principal outstanding bears interest at a variable rate per annum based on the Company’s Senior Funded Debt/EBITDA Ratio (as defined in the Credit Agreement), established with respect to the Company as of the date of any advance under the Credit Agreement as follows:

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(iii) less than or equal to 1.50 , 2.25 percentage points above the one-day SOFR.

The facility is supported by a first priority security interest in all of the Company’s business assets and is further subject to various affirmative and negative financial covenants.

The Company was in compliance with the covenants as of July 31, and January 31, 2025.

Advances under the line of credit are limited to eighty percent ( 80 %) of eligible accounts receivable (which is subject to an agreed limitation and is further subject to certain asset concentration provisions) and fifty percent ( 50 %) of eligible inventory (which is subject to an agreed dollar limitation).

The facility is supported by a first priority security interest in all of the Company’s business assets and is

further subject to various affirmative and negative financial covenants.

The Company was in compliance with the covenants as of October 31, and January 31, 2025.

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

There were no outstanding balances on the line of credit as of July 31, or January 31, 2025.

During the three and six months ended July 31, 2025 and July 31, 2024, the Company incurred no interest on the working capital line.

There were no outstanding balances on the line of credit as of October 31, 2025 or January 31, 2025.

During the three and nine months ended October 31, 2025 and October 31, 2024, the Company incurred no interest on the working capital line.

On December 29, 2021, the Com pany 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 “T&L Note”).

All of the proceeds of the loan were used to fund a portion of the consideration for the acquisition of the Creative Salads and Olive Branch businesses.

The T&L Note is scheduled to mature on January 17, 2027.

The outstanding balance under the T&L Note accrues interest based on the Senior Funded Debt/EBITDA Ratio (as defined in the T&L Note).

The outstanding balance under the T&L Note accrued interest based on the Senior Funded Debt/EBITDA Ratio (as defined in the T&L Note).

If the Senior Funded Debt/EBITDA ratio is:

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provided that in all events the rate shall not be less than the recited percentage point margin over 0 %.

As of July 31, 2025 , the outstanding balance and unamortized discount of the T&L Note was approximately $ 2.0 million and $ 16 thousand, respectively.

On September 9, 2025 the Company paid the T&L note in full and a s of October 31, 2025 , there was no outstanding balance on the T&L Note.

As of January 31, 2025 , the outstanding balance and unamortized discount of the T&L Note were approximately $ 2.9 million and $ 22 thousand, respectivel y.

During the three and six months ended July 31, 2025 the Company incurred interest of approximately $ 39 thousand, and $ 87 thousand, respectively, compared to $ 80 thousand and $ 166 thousand for the three and six months ended July 31, 2024, respectively.

During the three and nine months ended October 31, 2025, the Company incurred interest of approximately $ 21 thousand, and $ 107 thousand, respectively, compared to $ 72 thousand and $ 238 thousand for the three and nine months ended October 31, 2024, respectively.

The Credit Agreement also provides the Company with a $ 20 million non-revolving line of credit (the “PA Line”).

The Company made an initial draw on the PA Line on August 28, 2025 in the amount of $ 19.0 million to finance the Acquisition and related expenses.

During the three months ended October 31, 2025, the Company made a repayment of approximately $ 13.1 million.

The $ 5.9 million remaining balance was converted into a 60 -month loan (the "Crown Note"), with a maturity date of October 1, 2030.

As of October 31, 2025 the outstanding balance and unamortized discount of the Crown Note were approximately $ 5.9 million and $ 226 thousand, respectively.

The outstanding balance under the Crown Note accrues interest based on the Senior Funded Debt/EBITDA Ratio (as defined in the Crown Note) as follows;

if the Senior Funded Debt/EBITDA ratio is:

(i) greater than 2.25 , 3.5 percentage point(s) above the applicable Variable Loan Rate;

(ii) greater than 1.50 but less than or equal to 2.25 , 3.0 percentage points of the applicable Variable Loan Rate;

or (iii) less than or equal to 1.50 , 2.5 percentage points above the applicable Variable Loan Rate;

provided that in all events the rate shall not be less than the recited percentage point margin over 0 %.

During the three and nine months ended October 31, 2025, the Company incurred interest expense of approximately $ 35 thousand, and $ 35 thousand, respectively.

Note 9 – Concentrations

For the three months ended July 31, 2025, one customer accounted for approximately 53 % of gross revenue.

For the three months ended July 31, 2024, two customers accounted for approximately 38 % and 11 % of gross revenue, respectively.

For the six months ended July 31, 2025, two customers accounted for approximately 44 % and 17 % of gross revenue, respectively.

For the six months ended July 31, 2024, one customer accounted for approximately 40 % of gross revenue.

As of July 31, 2025, two customers represented approximately 25 % and 19 % of the total gross outstanding receivables, respectively.

For the three months ended October 31, 2025, one customer accounted for approximately 42 % of gross revenue.

For the three months ended October 31, 2024, two customers accounted for approximately 43 % and 10 % of gross revenue, respectively.

For the nine months ended October 31, 2025, two customers accounted for approximately 43 % and 13 % of gross revenue, respectively.

For the nine months ended October 31, 2024, one customer accounted for approximately 41 % of gross revenue.

As of October 31, 2025, three customers represented approximately 20 %, 14 %, and 12 % of the total gross outstanding receivables, respectively.

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

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Restricted Stock Units

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

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

The terms of the RSUs include vesting provisions based solely on continued service.

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Forfeited ( 12,386 ) $ 6.86

Outstanding – July 31, 2025 572,600 $ 4.49

During the three and six months ended July 31, 2025, the Company recognized stock-based compensation expense related to restricted stock units of an aggregate of approximately $ 182 thousand and $ 334 thousand respectively, compared to approximately $ 197 thousand and $ 311 thousand for the three and six months ended July 31, 2024, respectively.

Outstanding – October 31, 2025 445,529 $ 5.12

During the three and nine months ended October 31, 2025, the Company recognized stock-based compensation expense related to restricted stock units of an aggregate of approximately $ 211 thousand and $ 0.5 million respectively, compared to approximately $ 136 thousand and $ 447 thousand for the three and nine months ended October 31, 2024, respectively.

The restricted stock expense was recorded to selling, general and administrative expenses or cost of goods sold depending on the nature of the related employee's expense on the Condensed Consolidated Statement of Operations.

As of July 31, 2025, there was unrecognized stock-based compensation of approximately $ 2.2 million related to future vesting of restricted stock units.

As of October 31, 2025, there was unrecognized stock-based compensation expense of approximately $ 1.7 million related to future vesting of restricted stock units.

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

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Expired/forfeited - $ -

Outstanding – July 31, 2025 78,806 $ 4.48 7.99 $ 298

Exercisable – July 31, 2025 7,500 $ 1.48 6.87 $ 51

Outstanding – October 31, 2025 71,306 $ 4.79 7.86 $ 413

Exercisable – October 31, 2025 38,806 $ 7.57 8.90 $ 117

The Company values stock options using the Black-Scholes option pricing model.

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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 three and six months ended July 31, 2025, the Company recognized stock-based compensation expense related to options of approximately $ 21 thousand and $ 43 thousand, respectively, compared to approximately $ 8 thousand and $ 7 thousand for the three and six months ended July 31, 2024, respectively.

For the three and nine months ended October 31, 2025, the Company recognized stock-based compensation expense related to options of approximately $ 19 thousand and $ 62 thousand, respectively, compared to approximately $ 16 thousand and $ 23 thousand for the three and nine months ended October 31, 2024, respectively.

The stock-based compensation expense related to the options is included in selling, general and administrative expenses on the accompanying Condensed Consolidated Statements of Operations.

At July 31, 2025, there was unrecognized stock-based compensation expense related to the issuance of options of approximately $ 148 thousand.

During the three and six months ended July 31, 2025, there were 25 thousand options exercised at a weighted average exercise price of $ 1.48 per share resulting in the issuance of 25 thousand shares of common stock.

At October 31, 2025, there was unrecognized stock-based compensation expense related to the issuance of options of approximately $ 129 thousand.

During the nine months ended October 31, 2025, there were approximately 33 thousand options exercised at a weighted average exercise price of $ 1.48 per share resulting in the issuance of approximately 33 thousand shares of common stock.

The Company received approximately $ 48 thousand for the exercise of these options.

Performance Stock Units

During the six months ended July 31, 2025, the Company granted to its Chief Executive Officer PSUs with a target payout of 94,200 shares of common stock.

During the nine months ended October 31, 2025, the Company granted to its Chief Executive Officer PSUs with a target payout of 94,200 shares of common stock.

The PSU award is eligible to vest and settle into between 50 % and 110 % of the target shares based on the Company's actual performance against threshold, target, and maximum adjusted EBITDA.

The PSUs were valued at approximately $ 600 thousand during the three and six months ending July 31, 2025.

No outstanding PSUs vested in the three and six months ended July 31, 2025.

During each of the three and six months ended July 31, 2025, the

Company recognized stock-based compensation expense related to PSUs of approximately $ 263 thousand and $ 130 thousand, respectively, compared to approximately $ 183 thousand and $ 91 thousand for the three and six months ended July 31, 2024, respectively.

The PSUs were valued at approximately $ 600 thousand.

During the nine months ended October 31, 2025, the Company also made grants of PSUs with a range of 0 to 500,000 shares, which will vest on January 31, 2029, dependent on various

revenue targets.

No outstanding PSUs vested in the three and nine months ended October 31, 2025.

During each of the three and nine months ended October 31, 2025, the Company recognized stock-based compensation expense related to PSUs of approximately $ 292 thousand and $ 555 thousand, respectively, compared to approximately $ 183 thousand and $ 91 thousand for the three and nine months ended October 31, 2024, respectively.

The stock-based compensation expense related to the PSUs is included in selling, general and administrative expenses on the accompanying Condensed Consolidated Statements of Operations.

Equity issuances

On September 2, 2025 , the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the purchasers named therein (the “Purchasers”) for the private placement (the “Private Placement”) of approximately 2.7 million shares (the “Shares”) of the Company’s common stock, par value $ 0.00001 per share (the “Common Stock”), at a purchase price of $ 7.50 per share.

The Private Placement resulted in net proceeds of approximately $ 18.9 million to the Company.

The proceeds from the Private Placement were used to pay for expenses related to the acquisition of the Crown 1 business and repayments of approximately 1.6 million and 13.1 million of the T&L Note and Crown Note, respectively.

During the nine months ended October 31, 2025, the Company issued 184,286 shares of common stock of the Company, valued at approximately $ 1.5 million, in fulfillment of the final payment obligation on the promissory note for the CIF Acquisition.

On May 15, 2024, the Company entered into a Settlement Agreement with directors Steven Burns, Alfred D’Agostino, Dean Janeway and Thomas Toto, 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.

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and 1 % of net sales in excess of $ 20 million of net sales for each year under the License Agreement.

In order to continue exclusivity, the Company must pay a minimum royalty of $ 125,000 each year.

The Company incurred approximately $ 126 thousand and $ 483 thousand of royalty expenses for the three and six months ended July 31, 2025 respectively, compared to $ 123 thousand and $ 305 thousand for the three and six months ended July 31, 2024, respectively.

In order to continue exclusivity, the Company must pay a minimum royalty of $ 125 thousand each year.

The Company incurred approximately $ 137 thousand and $ 620 thousand of royalty expenses for the three and nine months ended October 31, 2025, respectively, compared to $ 143 thousand and $ 448 thousand for the three and nine months ended October 31, 2024, respectively.

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

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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.

Effective March 1, 2025, the Company entered into a six month purchase commitment to buy two million sixteen thousand pounds of beef, to be delivered in equal weekly installments at a fixed price.

The Company recognizes liabilities for contingencies and commitments when a loss is deemed to be probable and estimable.

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On the effective date of the lease amendment, the Company recognized a right-of-use ("ROU") asset and corresponding lease liability of approximately $ 4.2 million.

As part of the acquisition of the Crown 1 business, the Company entered into two leases in Bayshore, New York for its manufacturing facility.

The first lease has a monthly rent of approximately $ 49 thousand, increasing over time to approximately $ 52 thousand, maturing in August 2029.

The Company recognized an ROU asset and a corresponding lease liability of approximately $ 2.1 million.

The second lease has a monthly rent of approximately $ 3 thousand, increasing over time to approximately $ 4 thousand, maturing in September 2027.

The Company recognized an ROU asset and a corresponding lease liability of approximately $ 80 thousand.

We have operating leases for offices and other facilities used for our operations.

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Supplemental cash flow and other information related to leases was as follows (in thousands):

July 31, 2025 July 31, 2024

October 31, 2025 October 31, 2024

Cash paid for amounts included in the measurement of lease liabilities

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Financing cash flows from finance leases $ 269 $ 296

The following table shows the weighted average lease term and weighted average discount rate for our ROU lease assets:

July 31, 2025 January 31, 2025

The following table shows the weighted average lease term and weighted average discount rate for the Company's ROU lease assets:

October 31, 2025 January 31, 2025

Weighted average remaining lease term (in years)

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Note 13 - Income Tax Provision

The Company’s effective tax rate for the three and six months ended July 31, 2025 was 22.4 % and 20.5 %, respectively.

The Company’s effective tax rate for the three and nine months ended October 31, 2025 was 25.6 % and 21.5 %, respectively.

Differences from the statutory rate primarily relate to state taxes.

As of July 31, 2025, and January 31, 2025, the net deferred tax asset was approximately $ 516 thousand and $ 258 thousand, respectively.

As of October 31, 2025, and January 31, 2025, the net deferred tax asset was approximately $ 625 thousand and $ 258 thousand, respectively.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

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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 on the Company's deferred tax assets as of July 31, 2025 or January 31, 2025.

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

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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For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

operating loss carryforward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740.

Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss carryforward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, extending key provisions of the 2017 Tax Cuts and Jobs Act including, but not limited to, the restoration of 100% bonus depreciation, the introduction of new Section 174A, permitting immediate expensing of domestic research and experimental expenditures, modifications to Section 163(j) interest expense limitations, and the expansion of Section 162(m) aggregation requirements.

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Note 14 - Segment Information

For the three and six months ended July 31, 2025 and July 31, 2024 the Company was managed as a single operating segment.

For the three and nine months ended October 31, 2025 and October 31, 2024 the Company was managed as a single operating segment.

The Chief Executive Officer, who is also 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.

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Additionally, all of the Company’s assets are maintained in the United States.

Segment reporting for the three and six months ended July 31, (in thousands):

Segment reporting for the three and nine months ended October 31, (in thousands):

For the Three Months Ended

July 31, 2025 July 31, 2024

October 31, 2025 October 31, 2024

Net sales $ 47,269 $ 31,523

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Amortization of debt discount ( 20 ) ( 3 )

Other income — 61

Income tax expense ( 186 ) ( 128 )

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Consolidated net income $ 540 $ 410

For the Six Months Ended

July 31, 2025 July 31, 2024

For the Nine Months Ended

October 31, 2025 October 31, 2024

Net sales $ 117,727 $ 89,743

9 unchanged sentences

Amortization of debt discount ( 26 ) ( 13 )

Other income — 61

Income tax expense ( 834 ) ( 708 )

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

Note 14 - Subsequent Events

On August 28, 2025, the Company entered into an Amended and Restated Loan and Security Agreement (the “A&R Loan Agreement”) with M&T Bank.

The A&R Loan Agreement provides the Company with a senior secured credit facility (the “Credit Facility”) consisting of (i) an existing term loan in the outstanding principal amount of approximately $ 1.9 million (the "Term Loan Facility"), (ii) a $ 5.5 million revolving credit facility (the “Revolving Loan Facility”), and (iii) a $ 20 million non-revolving line of credit (the “PA Line”).

The Company made an initial draw on the PA Line on August 28, 2025 in the amount of $ 19.0 million to finance the Acquisition and related expenses.

The PA Line advances are subject to mandatory prepayment equal to 25 % of annual Excess Cash Flow (as defined in the A&R Loan Agreement) within 150 days of fiscal year end.

The Company may use the proceeds of the Term Loan Facility and Revolving Loan Facility for working capital and general corporate purposes and the remaining proceeds of the PA Line for other permitted acquisitions.

The principal outstanding under the Credit Facility bears interest at a variable rate per annum based on the Company’s Senior Funded Debt/EBITDA Ratio (as defined in the A&R Loan Agreement) with respect to the Company as of the date of any advance under the loans as follows:

if the Senior Funded Debt/EBITDA ratio is:

(i) greater than 2.25 , 3.25 percentage points above the applicable index rate;

(ii) greater than 1.50 but less than 2.25 , 2.75 percentage points above the applicable index rate;

and (iii) less than or equal to 1.50 , 2.25 percentage points above the applicable index rate.

The applicable index rate is daily simple SOFR for the Revolving Loan Facility, the Term Loan Facility and, until the permanent loan period, the PA Line.

After any advance under the PA Line is converted to an amortizing term loan, the applicable index rate for such advance will be one month term SOFR.

On September 2, 2025, Jubilee Acquisition, Inc., a wholly-owned, subsidiary of the Company completed an acquisition (the “Acquisition”) of substantially all of the assets of Crown I Enterprises Inc.

(“Crown I”), a full-service manufacturer of value-added proteins and ready-to-eat meals and a wholly-owned, subsidiary of Sysco Corporation for $ 17.5 million in cash, subject to certain adjustments (including a customary working capital adjustment).

On September 2, 2025, the Company entered into a securities purchase agreement with the purchasers named therein, for the private placement (the “Private Placement”) of 2,666,667 shares of the Company’s common stock, at a purchase price

of $ 7.50 per share.

The Private Placement has closed and resulted in gross proceeds of approximately $ 20.0 million to the Company before deducting placement agent fees and offering 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-Q

Item 1. Financial Statements