+Added: There are risks associated with an investment in our securities.
+Added: The following risk factors should be read carefully in connection with evaluating our business and the forward-looking statements contained in this Annual Report on Form 10-
+Added: Any of these risk factors could lead to material adverse effects on our business, operating results and financial condition.
+Added: These risk factors reflect the Company's beliefs and opinions as to factors that could materially and adversely affect the Company and its securities in the future.
+Added: Additional risks and uncertainties not currently known to us or that we currently do not view as material may also become materially adverse to our business in future periods or if circumstances change.
+Added: References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.
Risks Related to our Business
−Removed: We have a limited history of profitability.
−Removed: Since inception on February 22, 2010 and through January 31, 2025, we have raised approximately $23.3 million in capital.
−Removed: During this same period, we have recorded net profit totaling approximately $0.2 million.
−Removed: As of January 31, 2025, we had working capital of approximately $4.9 million.
−Removed: Our net income for the three most recent fiscal years ended January 31, 2025, 2024, and 2023 has been approximately $3.7 million, $6.6 million, and $2.3 million, respectively.
−Removed: Our ability to achieve continued profitability depends upon many factors, including our ability to develop and commercialize products.
−Removed: There can be no assurance that we will be able to achieve growth and profitability consistent with historical performance.
−Removed: We may need additional capital, which may be difficult to raise for a variety of reasons.
−Removed: While we believe that we have adequate financing to execute our current growth plan, in the case that we exceed our expected growth, we will need to raise additional capital and/or significantly cut expenses and overhead in order to operate the business through such date.
−Removed: Currently, we have no plan to raise additional capital, and our access to funding is always uncertain.
−Removed: There is no assurance that additional equity or debt financing will be available to us when needed, on acceptable terms or even at all.
−Removed: In the event that we are not able to secure financing, we may have to scale back our development plans or operations.
−Removed: The majority of our business depends on a limited number of principal customers.
−Removed: Because we depend on a limited number of customers for a significant portion of our sales, a loss of a small number of these customers could materially adversely affect our business and financial condition.
−Removed: During the year ended January 31, 2025, the Company earned revenues from one customer representing approximately 44% of gross sales.
−Removed: As of January 31, 2025, two customers represented approximately 38% and 16% of total gross outstanding receivables, respectively.
−Removed: During the year ended January 31, 2024, the Company earned revenues from three customers representing approximately 26%, 11%, and 10% of gross sales, respectively.
−Removed: As of January 31, 2024, four customers represented approximately 20%, 15%, 13% and 10% of total gross outstanding receivables.
−Removed: During the year ended January 31, 2023 two customers represented approximately 25% and 13% o f gross sales, respectively.
−Removed: If these principal customers cease ordering products from us, our business could be materially adversely affected.
−Removed: Competitive product and pricing pressures in the food industry and the financial condition of customers and suppliers could adversely affect our ability to gain or maintain market share and/or profitability.
−Removed: We currently operate in the highly competitive food industry, competing with other companies that have varying abilities to withstand changing market conditions.
−Removed: Any significant change in our relationship with a major customer, including changes in product prices, sales volume, or contractual terms may impact financial results.
−Removed: Such changes may result because our competitors may have substantial financial, marketing, and other resources that may change the competitive environment.
−Removed: If we are unable to establish economies of scale, marketing expertise, product innovation, and category leadership positions to respond to changing market trends, or increase prices while maintaining a customer base, our profitability and volume growth could be impacted in a materially adverse way.
−Removed: The success of our business depends, in part, upon the financial strength and viability of our suppliers and customers.
−Removed: The financial condition of those suppliers and customers is affected in large part by conditions and events that are beyond our control.
−Removed: A significant deterioration of their financial condition would adversely affect our financial results.
−Removed: We face competition from companies who produce similar products and other prepared foods, many of whom have longer operating histories or have substantially more financial resources.
−Removed: Many of our competitors have been in business for a significantly longer period of time than we have and have learned manufacturing techniques which can aid in efficiently producing their products.
−Removed: Additionally, many of these companies have successfully acquired a loyal customer base that would be difficult for us to compete with.
−Removed: Such customers may be unwilling to purchase our products due to brand loyalty or uncertainty in the highly competitive market in which we compete.
−Removed: In addition, if we gain traction in our particular niche of creating gourmet prepared foods, major food companies with substantial marketing and financial resources may attempt to compete more directly with us.
−Removed: In the event that such large companies do directly compete with us, our business may be adversely affected.
−Removed: Our operations are subject to regulation by the U.S.
−Removed: Food and Drug Administration (“FDA”), U.S.
−Removed: Department of Agriculture (“USDA”), Federal Trade Commission (“FTC”) and other governmental entities and such regulations are subject to change from time to time, which could impact how we manage our production and sale of products.
−Removed: Federal budget cuts could result in furloughs for government employees, including inspectors and reviewers for our suppliers' plants and products, which could materially impact our ability to manufacture regulated products.
−Removed: Our food products are manufactured in facilities that are subject to extensive regulation by the FDA, the USDA and other national, state, and local authorities.
−Removed: For example, we are subject to the Food, Drug and Cosmetic Act and regulations promulgated thereunder by the FDA.
−Removed: This comprehensive regulatory program governs, among other things, the manufacturing, composition and ingredients, packaging, and safety of food.
−Removed: 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.
−Removed: Specifically, the USDA defines “all-natural” as a product that contains no artificial ingredients, coloring ingredients or chemical preservatives and is minimally processed.
−Removed: Many of our MamaMancini's products were submitted to the USDA and approved as “all-natural.” However, should the USDA change its definition of “all-natural” at some point in the future, or should the Company change these existing recipes to include ingredients that do not meet the USDA’s definition of “all-natural,” we may need to change our labeling and our results of operations could be adversely affected.
−Removed: The FTC and other authorities regulate how we market and advertise our products, and we could be the target of claims relating to alleged false or deceptive advertising under federal and state laws and regulations.
−Removed: Changes in these laws or regulations or the introduction of new laws or regulations could increase the costs of doing business for us or our customers or suppliers or restrict our actions, causing our results of operations to be adversely affected.
The need for and effect of product recalls could have a material adverse impact on our business.
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A product liability judgment against us or a product recall or market withdrawal could have a material adverse effect on our business, reputation and operating results.
+Added: Our operations are subject to regulation by the U.S.
+Added: Food and Drug Administration (“FDA”), USDA, FTC and other governmental entities and such regulations are subject to change from time to time, which could impact how we manage our production and sale of products.
+Added: Federal budget cuts could result in furloughs for government employees, including inspectors and reviewers for our suppliers' plants and products, which could materially impact our ability to manufacture regulated products.
+Added: Our food products are manufactured in facilities that are subject to extensive regulation by the FDA, the USDA and other national, state, and local authorities.
+Added: For example, we are subject to the Food, Drug and Cosmetic Act and regulations promulgated thereunder by the FDA.
+Added: This comprehensive regulatory program governs, among other things, the manufacturing, composition and ingredients, packaging, and safety of food.
+Added: 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.
+Added: Specifically, the USDA defines “all-natural” as a product that contains no artificial ingredients, coloring ingredients or chemical preservatives and is minimally processed.
+Added: Many of our MamaMancini's products were submitted to the USDA and approved as “all-natural.” However, should the USDA change its definition of “all-natural” at some point in the future, or should the Company change these existing recipes to include ingredients that do not meet the USDA’s definition of “all-natural,” we may need to change our labeling and our results of operations could be adversely affected.
+Added: The FTC and other authorities regulate how we market and advertise our products, and we could be the target of claims relating to alleged false or deceptive advertising under federal and state laws and regulations.
+Added: Changes in these laws or regulations or the introduction of new laws or regulations could increase the costs of doing business for us or our customers or suppliers or restrict our actions, causing our results of operations to be adversely affected.
The impact of various food safety issues, environmental, legal, tax, and other regulations and related developments could adversely affect our sales and profitability.
1 unchanged sentence
These regulations govern matters such as ingredients, advertising, taxation, relations with distributors and retailers, health and safety matters, and environmental concerns.
−Removed: The ineffectiveness of our manufacturer’s planning and policies with respect to these matters, and the need to comply with new or revised laws or regulations with regard to licensing requirements, trade and pricing
−Removed: practices, environmental permitting, or other food or safety matters, or new interpretations or enforcement of existing laws and regulations, as well as any related litigation, may have a material adverse effect on our sales and profitability.
+Added: The ineffectiveness of our manufacturer’s planning and policies with respect to these matters, and the need to comply with new or revised laws or regulations with regard to licensing requirements, trade and pricing practices, environmental permitting, or other food or safety matters, or new interpretations or enforcement of existing laws and regulations, as well as any related litigation, may have a material adverse effect on our sales and profitability.
Increases in the cost and restrictions on the availability of raw materials could adversely affect our financial results.
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Similarly, if supplier arrangements and relationships result in increased and unforeseen expenses, our financial results could be materially and adversely impacted.
−Removed: Disruption of our supply chain could adversely affect our business.
+Added: Supply chain disruptions, including supplier instability and single-source dependence, could impair our ability to manufacture and deliver products.
Damage or disruption to our manufacturing or distribution capabilities due to weather, natural disaster, fire, terrorism, pandemic, strikes, the financial and/or operational instability of key suppliers, distributors, warehousing and transportation providers, or brokers, or any other reasons could impair our ability to manufacture or sell our products.
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This may result in increased expenses and negatively affect operations.
+Added: The majority of our business depends on a limited number of principal customers.
+Added: Because we depend on a limited number of customers for a significant portion of our sales, a loss of a small number of these customers could materially adversely affect our business and financial condition.
+Added: During the year ended January 31, 2026, the Company earned revenues from two customers representing approximately 38% and 17% of gross sales, respectively.
+Added: As of January 31, 2026, two customers represented approximately 35% and 12% of total gross outstanding receivables, respectively.
+Added: During the year ended January 31, 2025, the Company earned revenues from one customer representing approximately 44% of gross sales.
+Added: As of January 31, 2025, two customers represented approximately 38% and 16% of total gross outstanding receivables.
+Added: During the year ended January 31, 2024 three customers represented approximately 26%, 11%, and 10% o f gross sales, respectively.
+Added: If these principal customers cease ordering products from us, our business could be materially adversely affected.
+Added: The consolidation of the retail industry, growth of large-format retailers and e-commerce platforms, shrinking retail footprints, and increased store closures have intensified our reliance on a limited number of retailers for the distribution of our packaged food products.
+Added: Many of these retailers, including major grocery chains, discounters, and online marketplaces, possess significant bargaining power and leverage in negotiations.
+Added: As a result, these retailers may demand lower prices, increased promotional allowances , or other terms that are less favorable to us.
+Added: Additionally, changes in their store formats, inventory practices, or shelf space allocation could negatively impact the visibility and sales of our products.
+Added: If we are unable to maintain strong relationships with these key retailers or if their
+Added: bargaining power continues to increase, our sales, margins, and overall financial results could be materially and adversely affected
+Added: Competitive product and pricing pressures in the food industry and the financial condition of customers and suppliers could adversely affect our ability to gain or maintain market share and/or profitability.
+Added: We currently operate in the highly competitive food industry, competing with other companies that have varying abilities to withstand changing market conditions.
+Added: Any significant change in our relationship with a major customer, including changes in product prices, sales volume, or contractual terms may impact financial results.
+Added: Such changes may result because our competitors may have substantial financial, marketing, and other resources that may change the competitive environment.
+Added: If we are unable to establish economies of scale, marketing expertise, product innovation, and category leadership positions to respond to changing market trends, or increase prices while maintaining a customer base, our profitability and volume growth could be impacted in a materially adverse way.
+Added: The success of our business depends, in part, upon the financial strength and viability of our suppliers and customers.
+Added: The financial condition of those suppliers and customers is affected in large part by conditions and events that are beyond our control.
+Added: A significant deterioration of their financial condition would adversely affect our financial results.
+Added: We face competition from companies who produce similar products and other prepared foods, many of whom have longer operating histories or have substantially more financial resources.
+Added: Many of our competitors have been in business for a significantly longer period of time than we have and have learned manufacturing techniques which can aid in efficiently producing their products.
+Added: Additionally, many of these companies have successfully acquired a loyal customer base that would be difficult for us to compete with.
+Added: Such customers may be unwilling to purchase our products due to brand loyalty or uncertainty in the highly competitive market in which we compete.
+Added: In addition, if we gain traction in our particular niche of creating gourmet prepared foods, major food companies with substantial marketing and financial resources may attempt to compete more directly with us.
+Added: In the event that such large companies do directly compete with us, our business may be adversely affected.
Global economic uncertainties continue to affect consumers’ purchasing habits and customer financial stability, which may affect sales volume and profitability on some of our products and have other impacts that we cannot fully predict.
4 unchanged sentences
Prolonged unfavorable economic conditions may impact our sales and profitability.
+Added: If we cannot raise additional capital when needed, we may need to significantly reduce operations or delay growth plans, which would adversely affect our business.
+Added: While we believe that we have adequate financing to execute our current growth plan, in the case that we exceed our expected growth, we will need to raise additional capital and/or significantly cut expenses and overhead in order to operate the business through such date.
+Added: There is no assurance that additional equity or debt financing will be available to us when needed, on acceptable terms or even at all.
+Added: In the event that we are not able to secure financing, we may have to scale back our development plans or operations.
We rely on key personnel and, if we are unable to retain, motivate key personnel, or hire qualified personnel, we may not be able to grow effectively.
13 unchanged sentences
We offer a variety of sales and promotion incentives to our customers and to consumers, such as price discounts, consumer coupons, volume rebates, cooperative marketing programs, slotting fees, and in-store displays.
−Removed: Our net sales may periodically be influenced by the introduction and discontinuance of sales and promotion incentives.
+Added: Our net sales may periodically be influenced by the introduction and discontinuation of sales and promotion incentives.
Reductions in overall sales and promotion incentives could impact our net sales and affect our results of operations in any particular fiscal quarter.
26 unchanged sentences
Our failure to adequately address any one or more of the above factors could have a significant impact on our ability to implement our business plan and our ability to pursue other opportunities that arise.
−Removed: We may be unable to maintain quality control.
+Added: Failure to maintain quality control as we expand could result in non-compliant products and harm our reputation.
Although we have entered into raw material supply agreements specifying certain minimum acceptable quality standards, there is no assurance that our current quality assurance procedures will be able to effectively monitor compliance.
Additionally, in the event that we expand our operations and increase our output volume, including securing third-party manufacturers, there is no assurance that we will be able to adequately maintain quality controls or that our current manufacturing process is scalable.
−Removed: There may be product liability and other legal claims.
+Added: Product liability or legal claims could result in significant costs and damage to our reputation.
We currently carry product liability insurance.
10 unchanged sentences
Uncertainty as to the ingredients used in our products, regardless of the cause, may have a substantial and adverse effect on our brand and our business, results of operations and financial condition.
−Removed: Our finished goods inventory is located in a small number of warehouse facilities.
−Removed: Any damage or disruption at a storage facility would have an adverse effect on our business, results of operations and financial condition.
+Added: Damage or disruption at a warehouse could significantly impact our ability to fulfill orders and harm our results.
Our finished goods inventory is located in a small number of warehouse facilities.
27 unchanged sentences
Any failure or perception of a failure can result in damage to our reputation, which could in the future decrease demand for our products, thereby impacting our business.
−Removed: Political and social conditions can impact our business
+Added: Political instability, government shutdowns, or regulatory changes may disrupt our operations and increase costs.
Political and social conditions in the United States of America could be difficult to predict, impacting our business.
6 unchanged sentences
Pressure to increase tax revenues in locations where we operate may make resolving tax disputes more difficult and impact our financial performance.
+Added: Challenges identifying, completing, or integrating acquisitions could hinder our growth and profitability.
+Added: We periodically pursue acquisitions of businesses assets as part of our strategy to expand our operations and enhance profitability.
+Added: This strategy focuses on identifying companies with manufacturing capabilities or product portfolios that complement our existing operations.
+Added: Although we routinely evaluate potential acquisition opportunities, there is no assurance that we will identify suitable targets, reach agreements on acceptable terms, or successfully integrate any acquisitions we complete.
+Added: Our acquisition strategy involves significant risks and uncertainties.
+Added: Competitive dynamics may increase purchase prices or limit our ability to complete transactions.
+Added: We may lack the financial resources required for future acquisitions, or we may inaccurately assess a target’s value or fail to identify certain risks and liabilities.
+Added: Acquisitions can also divert management’s attention from ongoing operations, place additional demands on our personnel, increase our leverage or dilute existing stockholders.
+Added: Even when acquisitions are completed, integration efforts may present substantial challenges.
+Added: These may include the inability to achieve anticipated financial or operational objectives, increased pressure on our personnel and systems, the need to modify or expand internal processes and workforce, and the impact of amortizing acquired intangible assets, which will reduce future reported earnings.
+Added: Integration activities may also temporarily affect cash flows or operating results, and create risks related to retaining key employees of the acquired business.
+Added: Failure to effectively manage these risks could adversely affect our business.
+Added: Failure to maintain effective internal controls could result in inaccurate reporting, regulatory penalties, and loss of investor confidence.
+Added: During the course of testing our disclosure controls and procedures and internal control over financial reporting, we may identify and disclose material weaknesses in internal control over financial reporting that will have to be remediated.
+Added: Implementing any appropriate changes to our internal control may require specific compliance training of our directors, officers and employees, entail substantial costs to modify our existing accounting systems, and take a significant period of time to complete.
+Added: Such changes may not, however, be effective in maintaining the adequacy of our internal control over financial reporting, and any failure to maintain that adequacy or inability to produce accurate financial statements on a timely basis could result in our financial statements being unreliable, increase our operating costs and materially impair our ability to operate our business.
+Added: Failure to achieve and maintain effective internal control over financial reporting could result in a loss of investor confidence in our financial reports and could have a material adverse effect on our stock price.
+Added: Additionally, failure to maintain effective internal control over our financial reporting could result in government investigation or sanctions by regulatory authorities.
Risks Related To Our Securities
We currently have a limited trading volume, which can result in higher price volatility for, and reduced liquidity of, our common stock.
−Removed: Our shares of common stock traded on the OTCQB from 2013 to July 2021 and on the Nasdaq Capital Market from July 2021 to the present date.
−Removed: While we have upgraded our listing, historically there has been limited daily volume of trading in our common stock, which has limited the overall and perceived liquidity of our common stock on that market.
−Removed: A more active trading market for our shares may never develop or be sustained.
+Added: Our shares of common stock have traded on the Nasdaq Capital Market from July 2021 to the present date.
+Added: Historically there has been limited daily volume of trading in our common stock, which has limited the overall and perceived liquidity of our common stock on that market.
+Added: A more active trading market for our shares may not be sustained.
Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders.
5 unchanged sentences
In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders.
−Removed: We are currently authorized to issue an aggregate of 270 million shares of capital stock, consisting of 20 million shares of preferred stock, par value $0.00001 per share and 250 million shares of common stock, par value $0.00001 per share.
+Added: We are currently authorized to issue an aggregate of 270 million shares of capital stock, consisting of 20 million shares of preferred stock and 250 million shares of common stock.
We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital-raising purposes, or for other business purposes.
18 unchanged sentences
We currently intend to retain our future earnings, if any, to support operations and to finance expansion, and therefore we do not anticipate paying any cash dividends on our common stock in the foreseeable future.
−Removed: The declaration, payment, and amount of any future dividends will be made at the discretion of the Board of Directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the Board of Directors considers relevant.
+Added: The declaration, payment, and amount of any future dividends will be made at the discretion of the Board of Directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors the Board of Directors considers relevant.
There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.
4 unchanged sentences
If any analyst who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.
−Removed: We have identified material weaknesses in our internal control over financial reporting.
−Removed: If remediation of these material weaknesses is not effective, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely impact investor confidence and, as a result, the value of our common stock.
−Removed: In connection with the preparation of our financial statements for the fiscal year ended January 31, 2025, we identified material weaknesses in our internal control over financial reporting.
−Removed: 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 our annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: The material weaknesses identified generally relate 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.
−Removed: We may not be able to fully remediate the identified material weaknesses.
−Removed: If the steps we take do not correct the material weaknesses in a timely manner, we will be unable to conclude that the Company maintains effective internal control over financial reporting.
−Removed: Accordingly, there could continue to be a reasonable possibility that a material misstatement of our financial statements would not be prevented or detected on a timely basis.
−Removed: We also may incur significant costs to execute various aspects of our remediation plan but cannot provide a reasonable estimate of such costs at this time.
−Removed: In the future, it is possible that additional material weaknesses or significant deficiencies may be identified that we may be unable to remedy before the requisite deadline for these reports.
−Removed: Our ability to comply with the annual internal control reporting requirements will depend on the effectiveness of our financial reporting and data systems and controls across the Company.
−Removed: Any weaknesses or deficiencies or any failure to implement new or improved controls, or difficulties encountered in the implementation or operation of these controls, could harm our operating results and cause us to fail to meet our financial reporting obligations, or result in material misstatements in our consolidated financial statements, which could adversely impact our business and reduce our stock price.
−Removed: If we are unable to conclude that we have effective internal control over financial reporting, investors could lose confidence in our reported financial information, which could have a material adverse effect on the trading price of our common shares.
−Removed: Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.
+Added: Failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material impact on our business and stock price.
+Added: We may identify material weaknesses or significant deficiencies in internal control over financial reporting that will have to be remediated.
+Added: Implementing any changes to our internal control may require specific compliance training of our employees and officers, involve significant costs, and/or take significant time to complete.
+Added: Such changes may not, however, be effective in maintaining the adequacy of our internal control over financial reporting, and any failure to maintain that adequacy or inability to produce accurate financial statements on a timely basis could result in our financial statements being unreliable and increase our operating costs.
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.