What changed in this filing

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Item 1. Business

2026-04-14 compared with 2025-04-08 · 34 added, 40 removed, 120 unchanged (38% of the section changed)

6 unchanged sentences

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Anthony Morello, Jr.

remained as President of T&L.

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

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

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

MamaMancini's LLC commenced operations in 2010 and became our primary business pursuant to a merger transaction in 2013, at which time we adopted the name "MamaMancini's Holdings, Inc.," and our common stock began trading under the symbol "MMMB."

In 2021, the Company acquired T&L and Olive Branch, for a combined purchase price of $14 million, including $11 million in cash at closing and $3 million in a promissory note.

The promissory note required annual principal payments of $750,000 payable on each anniversary of the closing, together with accrued interest at a rate of 3.5% per annum.

We satisfied our final payment obligation under the note in January 31, 2026 , and as of January 31, 2026, there was no outstanding balance under this note.

In 2022, the Company acquired a 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.

One year later, the Company acquired the remainder of CIF, for $3.7 million, including approximately $1.0 million in cash at closing and a $2.7 million promissory note.

Pursuant to the note, we paid $1.2 million during the fiscal year ended January 31, 2025 and satisfied the remainder of our payment obligations by issuing 184,286 shares of common stock valued at approximately $1.5 million during the fiscal year ended January 31, 2026.

As of January 31, 2026, there was no outstanding balance under this note.

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

On September 2, 2025, Crown 1 Foods, Inc., a Nevada corporation and wholly owned subsidiary of the Company, acquired substantially all of the assets of Crown I Enterprises, Inc.

for a cash payment of approximately $17.3 million (the "Crown 1 Business").

This business is a Safe Quality Food ("SQF") and USDA certified full-service food manufacturer of value-added proteins and premium ready-to-heat meals, focused on claims-driven protein solutions and distinctive cuts.

Industry Overview

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We strive to provide our customers with great-tasting products using healthy ingredients at an affordable price, many of which are all-natural.

Typical retail prices range fro m $7.99 to $9.99 per pound for freshly prepared products sold in delis or hot bars.

Typical retail prices range from $7.99 to $9.99 per pound for freshly prepared products sold in delis or hot bars.

We believe the sizes of our product offerings represent a great value for the price.

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• Build Breadth & Depth of Distribution:

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

We believe our brands, MamaMancini’s, T&L Creative Salads and Olive Branch, are still under-penetrated in existing sales channels, under-Stock Keeping Units ("SKUs") in existing stores and have the potential to enter new channels.

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

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

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

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

• Pursue Accretive, Complementary Acquisitions:

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Since our products are positioned in the authentic premium prepared food category, we maintain prices competitive with those of similar products and prices slightly higher than those in the commodity prepared foods section.

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

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

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

Recent retail prices have ranged from $7.99 to $9.99 f or prepared food products sold to delis or hot bars.

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

Suppliers/Manufacturers

As of January 31, 2025, approximately 95% of our products are internally produced in our East Rutherford, NJ or Farmingdale, NY facilities.

As of January 31, 2026, almost all of our products were internally produced in our facilities.

None of our raw materials or ingredients are directly grown or produced by us.

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

We currently purchase

modest quantities from other manufacturers.

From time-to-time we negotiate with other manufacturers to supplement

the Company’s manufacturing capability.

We currently purchase modest quantities from other manufacturers.

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

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Based on the Company’s metrics for determining brand awareness, which include market studies and analysis of consumer recognition of the MamaMancini’s brand, the Company believes that brand awareness for MamaMancini’s has grown in the past 12 months.

The gourmet and specialty prepared food industry is fragmented and has many private competitors specializing in various types of cuisine from all over the world.

While our product lines have historically been concentrated on Italian specialty foods, with our recent acquisitions, we have moved beyond Italian to provide a "one-stop-shop" for our deli partners.

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

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

The deli-prepared food industry is highly competitive, with a wide range of local and national competitors.

Some of these competitors pursue different strategic objectives or investment priorities, which results in different pricing and promotional practices.

Our competitive position is driven by the quality of our products, the breadth of our product offerings, and the ability to serve customers to meet the needs of individual stores.

We continue to invest in process improvements and product innovation to support long‑term growth, new product development, and differentiation.

Intellectual Property

3 unchanged sentences

Human Capital

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

Currently, none are covered by collective bargaining agreements.

As of January 31, 2026, we had 581 full-time employees and one part-time employee, none of whom were covered by collective bargaining agreements.

We believe that our relations with our employees are good.

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

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

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

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

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

Under the terms of the Development and License

Agreement, Mr.

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

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Our food products, which are manufactured both in our own manufacturing facilities and in third-party facilities, are subject to various federal, state and local regulations and inspections regarding sanitation, quality, packag ing and labeling.

In order to distribute and sell our products outside the State of New Jersey and the State of New York, the third- party food processing facilities must meet the standards promulgated by the U.S.

Department of Agriculture (the “USDA”).

In order to distribute and sell our products outside the State of New Jersey and the State of New York, the third- party food processing facilities must meet the standards promulgated by the USDA.

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

1 unchanged sentence

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

This comprehensive regulatory program governs, among other things, the manufacturing, composition and ingredients, packaging, and safety of food.

This comprehensive regulatory program governs, among other things, the manufacturing, composition, ingredients, packaging, and safety of food.

Under this program, the FDA regulates manufacturing practices for foods through, among other things, its current “good manufacturing practices” regulations, or GMPs, and specifies the recipes for certain foods.

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We take precautions designed to ensure the quality and safety of our products.

In addition to routine third-party inspections of our manufacturing facilities, we have instituted regular audits to address topics such as allergen control, ingredient, packaging and product specifications, and sanitation.

Under the FDA Food Modernization Act, both our own manufacturing facilities and each of our contract manufacturers are required to have a hazard analysis critical control points plan that identifies critical pathways for contaminants and mandates control measures that must be used to prevent, eliminate or reduce relevant food-borne hazards.

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Where You Can Find More Information

Our website address is https://mamascreations.com, where we make available free of charge our reports on Forms 10-K, 10-Q and 8-K, including any amendments to these reports, as soon as reasonably practicable after they are electronically filed with or furnished to the U.S.

Securities and Exchange Commission ("SEC").

Our website address is https://mamascreations.com, where we make available, free of charge, our reports on Forms 10-K, 10-Q and 8-K, including any amendments to these reports, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC.

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

2 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.

What changed 10-K

Item 1. Business