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Item 9A. Controls and Procedures

2026-04-14 compared with 2025-04-08 · 427 added, 344 removed, 747 unchanged (51% of the section changed)

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EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls and procedures consist of our controls and other procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

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

Disclosure controls and procedures consist of the Company’s controls and other procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934), as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that we file under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

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

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

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

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake.

Additionally, a control or procedure can be circumvented by individual acts of even one person, by collusion of two or more people, or by management override of the control.

Controls and procedures can only provide reasonable, not absolute, assurance that the above objectives are met.

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

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of January 31, 2025, at the reasonable assurance level, in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act.

Our internal control over financial reporting is a set of processes designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

Controls and procedures can only provide reasonable, not absolute, assurance that the above objectives have been met.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act.

The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

• Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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

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

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

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we assessed the effectiveness of its internal control over financial reporting as of January 31, 2026.

In making this assessment, they used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013).

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

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

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

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

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

Based on our evaluation under such framework, our management concluded that our internal control over financial reporting was effective as of January 31, 2026.

Our independent registered public accounting firm, UHY LLP, has issued an attestation report on the effectiveness of our internal control over financial reporting as of January 31, 2026.

UHY LLP’s report appears on page 30 of this Annual Report on Form 10-K.

Implemented and Planned Remediation Measures

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

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

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

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

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

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

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

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

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

Management's assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal control over financial reporting of the Crown 1 Business, which was acquired on September 2, 2025.

Under guidelines established by the SEC, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition while integrating the acquired business.

Company is in the process of integrating the Crown 1 Business and its internal control over financial reporting.

As a result of these integration activities, certain controls will be evaluated and may be changed.

REMEDIATION OF A PREVIOUSLY REPORTED MATERIAL WEAKNESS

As previously reported in Item 9A of our Annual Report on Form 10-K for the fiscal year ended January 31, 2025, management had identified material weaknesses in the fiscal year ended January 31, 2025.

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

We identified and implemented changes to our internal controls over financial reporting to remediate the material weaknesses, including:

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

• enhanced documentation supporting the authorization and approval of transactions recorded in the Company’s IT systems, including those obtained through electronic data interface and maintained within relevant service organizations;

• enhanced our change management and user access controls over certain systems by strengthening review processes and documentation, and

• enhanced documentation supporting the review procedures, including the associated level of precision.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

As described above, we implemented changes to our internal control over financial reporting to remediate the material weaknesses that were previously identified.

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

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Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.

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

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

Not applicable

Certain information required by Part III is incorporated by reference from our definitive proxy statement for our annual meeting of stockholders to be held in 2026 (the "Proxy Statement"), which we intend to file with the SEC within 120 days after January 31, 2026.

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

Directors, Executive Officers and Corporate Governance.

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Moore (Skip) Tappan 59 Chief Operating Officer

Steven Burns 64 Chief Administrative Officer and Director

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

Adam Michaels has served as our Chief Executive Officer since September 2022.

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

Prior to joining the Company, Adam worked at Mondelez International, a multinational food and beverage company.

Over nine years, he held numerous roles with increasing responsibility at Mondelez across Supply Chain, Commercial Sales & Marketing, and Strategy.

Adam was most recently responsible for M&A and Commercial activities within North American Ventures – a business unit comprised of smaller, high-growth brands.

Before joining Mondelez, Adam was a Principal at Booz & Company, a management consulting firm, for seven years, where he specialized in the Food & Beverage sector.

Adam holds an MBA in Marketing & Management from Columbia Business School and a BSE in Bioengineering from the University of Pennsylvania.

Gruber was appointed Chief Financial Officer of the Company in September 2022.

Gruber served as Chief Financial Officer from 2019 to 2021 of De’Longhi America, Inc., an appliance manufacturer known for its espresso machines, which is the North American subsidiary of the Italian parent, De’Longhi S.p.A.

Prior to joining the Company, Mr.

Michaels worked at Mondelez International, a multinational food and beverage company.

Over nine years, he held numerous roles with increasing responsibility at Mondelez across Supply Chain, Commercial Sales and Marketing, and Strategy.

Michaels was most recently responsible for M&A and commercial activities within North American Ventures, a business unit comprised of smaller, high-growth brands.

Before joining Mondelez, Mr.

Michaels was a Principal at Booz & Company, a management consulting firm, for seven years, where he specialized in the Food & Beverage sector.

Michaels holds an MBA in Marketing and Management from Columbia Business School and a BSE in Bioengineering from the University of Pennsylvania.

Gruber has served as our Chief Financial Officer since September 2022.

Gruber served as Chief Financial Officer of De’Longhi America, Inc., an appliance manufacturer known for its espresso machines, which is the North American subsidiary of the Italian parent, De’Longhi S.p.A from 2019 to 2021.

He successfully restructured the finance function for the 120-employee company with annual revenues of approximately $400 million.

From 2018-2019, he served as Chief Financial Officer of LBM Advantage, Inc., a member-owned lumber and building materials buying cooperative with 500+ members and revenues of approximately $2.2 billion.

From 2014-2017, he served as Vice President Finance and Chief Financial Officer of Richemont North America, Inc., which is the North American subsidiary of the Swiss-based luxury goods company, with 2017 revenues of approximately $2.0 billion and 2000 employees.

From 2018 to 2019, he served as Chief Financial Officer of LBM Advantage, Inc., a member-owned lumber and building materials buying cooperative with over 500 members and revenues of approximately $2.2 billion.

From 2014 to 2017, he served as Vice President Finance and Chief Financial Officer of Richemont North America, Inc., which is the North American subsidiary of the Swiss-based luxury goods company, with 2017 revenues of approximately $2.0 billion and 2000 employees.

Richemont’s Brands include Cartier, Chloe, Dunhill, MontBlanc and Piaget, among others.

From 2005-2014, he served as the Chief Financial Officer of Montblanc North America, LLC, prior to its integration into Richemont North America Inc.

From 2005 to 2014, he served as the Chief Financial Officer of Montblanc North America, LLC, prior to its integration into Richemont North America Inc.

He previously served as a Senior Accountant with Ernst & Young LLP.

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

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

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

Moore (Skip) Tappan has served as our Chief Operating Officer since September 2024.

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

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

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

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

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

Prior to joining the Company, he was Chief Supply Chain Officer at Gordon Food Service from February 2021 to March 2023.

Previously he was Vice President, Supply Chain Northeast Division of Walmart from December 2018 to February 2021.

He also served with Campbell Soup Company as Vice President, North American Logistics from June 2015 to December 2018.

Tappan started his career at Procter & Gamble (P&G) in 1990, spending over 20 years with the company in roles with increasing responsibilities,

leaving as the Distribution Network Leader for its North American Beauty/Health & Wellness business.

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

Steven Burns has been Executive Vice President of the Company since February 1, 2020.

He was appointed the Company's Chief Administrative Officer of the Company on October 9, 2023.

He has over 30 years of experience in investment, management and operations transformation across industries including high-quality and healthy food services, real estate, clean and efficient energy sources and healthcare technology.

Burns has served as a director of the Company from February 2010 through the present.

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

Health Insurance Industry Program comprised of approximately 600 professionals.

He also has sat on various financial committees and boards of directors throughout his career.

Burns received his B.S.

in Business Management from Boston College in 1982.

Code of Business Conduct and Ethics

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

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

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

Other Information

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

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

Certain Relationships and Related Transactions, and Director Independence.

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Exhibits, Financial Statements Schedules

2.1 Asset Purchase Agreement dated September 2, 2025, by and among Jubilee, Crown I and Sysco Holdings, LLC (incorporated by reference from Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on September 2, 2025).

3.1 Articles of Incorporation of MamaMancini’s Holdings, Inc.

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(incorporated by reference from Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on August 1, 2023).

4.1 Description of Common Stock (incorporated by reference from Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fis cal year ended January 31, 2023 ).

4.1 Description of Common Stock (incorporated by reference from Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2023).

10.1+ 2021 Incentive Stock and Award Plan, as Amended and Restated October 17, 2023 (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 20, 2023).

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

10.7+ Employment Agreement dated September 19, 2022 by and between the Company and Anthony Gruber (incorporated by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter en ded April 30 , 2023).

10.8 Development and License Agreement, by and between Daniel Daugherty and Market Finders Brokerage, Inc., dated as of January 1, 2009 (incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K/A filed on May 8, 2013).

10.9 Multiple Disbursement Term Loan with M&T Bank, dated as of October 26, 2022 (incorporated by reference from Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 20 2 3 ).

10.10 Amended and Restated Revolving Line Note with M&T Bank, dated as of October 26, 2022 (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2023 ).

10.11 Letter Amendment to the Revolving Line of Credit Loan, dated July 18, 2023 by and between M&T Bank, the Company and T&L Acquisition Corp.

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

10.12 Membership Interest Purchase Agreement dated June 28, 2023 by and among the Company, Siegel Suffolk Family, LLC, R&I Loeb Family, LLC, Jeffrey Siegel, and Ronald Loeb (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 29, 2023).

10.9 Form of Indemnification Agreement by and between Mama’s Creations, Inc.

and its directors (incorporated by reference from Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2025).

10.10+ Employment Agreement by and between the Company and Moore (Skip) Tappan, III, dated September 3, 2024 (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 9, 2024).

10.14 Amendment to M&T Credit Agreement, dated as of July 31, 2024 (incorporated from Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 5, 2024) .

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

19.1* Insider Trading Policy.

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

10.11 Amended and Restated Loan and Security Agreement dated August 28, 2025, by and among the Company, Jubilee Acquisition, Inc., Mama M ancini’s, Inc., T&L Acquisition Corp and M&T (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 2, 2025).

10.12 Term Note dated August 28, 2025 executed by the Company (incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 2, 2025).

10.13 Multiple Disbursement Term Note dated August 28, 2025 , executed by the Company (incorporated by reference from Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on September 2, 2025).

10.14 Second Amended and Restated Revolving Line Note dated August 28, 2025 , executed by the Company and T&L Acquisition Corp.

(incorporated by reference from Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on September 2, 2025).

10.15 Form of Securities Purchase Agreement dated September 2, 2025, by and among the Company and the investors party thereto (incorporated by reference from Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on September 2, 2025).

10.16 Form of Registration Rights Agreement dated September 2, 2025, by and among the Company and the investors party thereto (incorporated by reference from Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on September 2, 2025).

19.1 Insider Trading Policy (incorporated by reference from Exhibit 19.1 to the Company's Annual Report on Form 10-K for the fis cal year ended January 31, 2025) .

21.1* List of Subsidiaries .

23.1* Consent of Independent Registered Public Accounting Firm.

23.2* Consent of Independent Registered Public Accounting Firm .

24.1* Power s of Attorney

24.1* Powers of Attorney .

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

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* Director April 14, 2026

Alfred D’Agostino

* Director April 8, 2025

Meghan Henson

* Director April 14, 2026

Shirley Romig

* Director April 14, 2026

Shirley Romig

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

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Stockholders of Mama’s Creations, Inc.

Adverse Opinion on Internal Control over Financial Reporting

Opinion on Internal Control over Financial Reporting

We have audited Mama's Creations, Inc.’s (the Company’s) internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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

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

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

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

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

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

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets as of January 31, 2026 and 2025 and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the fiscal years in the two-year period ended January 31, 2026 of the Company, and our report dated April 14, 2026, expressed an unqualified opinion.

As described in Management’s Annual Report on Internal Control over Financial Reporting, management has excluded Crown 1 Foods, Inc.

(“Crown 1”) from its assessment of internal control over financial reporting as of January 31, 2026, because it was acquired by the Company in a business combination purchase during the fiscal year ended January 31, 2026.

We have also excluded Crown 1 from our audit of internal control over financial reporting.

Crown 1 is a wholly owned subsidiary whose total assets (excluding goodwill and intangibles, which were included in management's assessment of internal control over financial reporting as of January 31, 2026) and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent approximately 5% and 14%, respectively, of the related consolidated financial statement amounts as of and for the fiscal year ended January 31, 2026.

Basis for Opinion

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

Management’s Report on Internal Control over Financial Reporting.

Management’s Annual Report on Internal Control over Financial Reporting .

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

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A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

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

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

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

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Consolidated Balance Sheets as of January 31, 202 6 and 2 025

Consolidated Statements of Operations for the Years ended January 31, 202 5 , 2024, and 2023

Consolidated Statements of Changes in Stockholders’ Equity for the Years ended January 31, 202 5 , 2024, and 2023

Consolidated Statements of Cash Flows for the Years ended January 31, 202 5 , 2024, and 2023

Consolidated Statements of Operations for the Fiscal Years ended January 31, 202 6 , 202 5 , and 2 024

Consolidated Statements of Changes in Stockholders’ Equity for the Fiscal Years ended January 31, 202 6 , 202 5 , and 2 024

Consolidated Statements of Cash Flows for the Fiscal Years ended January 31, 202 6 , 202 5 , and 20 24

Notes to Consolidated Financial Statements

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Opinion of the Financial Statements

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

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

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

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

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

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

(the Company) as of January 31, 2026 and 2025, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the fiscal years in the two year-period ended January 31, 2026, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2026 and 2025, and the results of its operations and its cash flows for each of the fiscal years in the two-year period ended January 31, 2026, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of January 31, 2026 based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated April 14, 2026 expressed an unqualified opinion.

We also have audited the adjustments to the fiscal 2024 financial statements to retrospectively apply the change in accounting related to the Company’s adoption of ASU 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures as described in Notes 2 and 14.

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

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

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

Basis for Opinion

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federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

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

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

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

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

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

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

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Variable Consideration Related to Customer Incentives

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

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

million as of January 31, 2025.

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

The estimated portion of variable consideration at period-end amounted to $0.9 million as of January 31, 2026.

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

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

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

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

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

• Evaluated the appropriateness of the Company’s estimation methodology and tested significant inputs and assumptions used in the calculations to develop the estimate;

• Reviewed the Company's trend of historical customer incentives paid to develop an expectation for estimated variable consideration at year-end;

• Evaluated the reasonableness of the estimate based on actual subsequent remittances of incentives post fiscal year-end;

• Obtained information from management and performed corroborative inquiries of sales department representatives to assess historical activity and assumptions of future promotional activity;

• Reviewed general ledger accounts associated with marketing and advertising expenses to evaluate whether classification is appropriate if they relate to customers;

• Performed a retrospective review of management’s prior year estimate;

• Obtained an understanding and tested the design, implementation, and operating effectiveness of controls over variable consideration related to customer incentives.

Valuation of Acquired Customer Relationships Intangible Asset and Property, Plant, and Equipment

As described in Note 3 to the financial statements, the Company acquired substantially all of the assets of Crown I Enterprises, Inc.

on September 2, 2025, for total consideration of $17.3 million.

This resulted in the addition of $1.3 million of customer relationships intangible asset, $12.3 million of property, plant, and equipment, and $0.8 million of goodwill.

The acquisition was accounted for as a business combination.

The acquisition was accounted for using the acquisition method of accounting, which requires, among other requirements, that identifiable assets acquired be recognized at their fair values as of the acquisition date.

Such acquired assets included the customer relationships intangible asset and property, plant, and equipment, which were valued using valuation models and methodologies.

We identified the Company’s fair value estimates of the customer relationships intangible asset and property, plant, and equipment as a critical audit matter.

The principal considerations for that determination included the level of subjectivity, judgment, and audit effort involved in evaluating management’s fair value estimates, specifically the forecasted revenues and cash flows including attrition rate and discount rate of the customer relationships intangible asset, and the reproduction cost, economic obsolescence, and estimated useful lives of the property, plant, and equipment.

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

• Read the purchase agreement;

• Tested management’s process for determining the fair value of the customer relationships intangible asset and property, plant, and equipment;

• Evaluated the appropriateness of the fair value methodology used;

• Tested the completeness and accuracy of the underlying data;

• Evaluated the reasonableness of significant assumptions in the forecasted revenues and cash flows including attrition rate by considering (i) the current and past performance of Crown I Enterprises, Inc.;

(ii) the consistency with external market and industry data;

and (iii) whether these significant assumptions were consistent with evidence obtained in other areas of the audit;

• Involved valuation professionals with specialized skills and knowledge who assisted with:

◦ Evaluating the appropriateness of the multi-period excess earnings method used to value the customer relationships intangible asset;

◦ Evaluating the reasonableness of significant assumptions used related to the discount rate;

◦ Evaluating the appropriateness of the cost approach method used to value property, plant, and equipment;

◦ Evaluating the reasonableness of significant assumptions used related to reproduction cost, economic obsolescence, and estimated useful lives;

• Obtained an understanding and tested the design, implementation, and operating effectiveness of controls over the valuation of customer relationships intangible asset and property, plant, and equipment.

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

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

Improvements to Reportable Segment Disclosures described in Notes 2 and 13, the accompanying consolidated balance sheets of Mama's Creations, Inc.

(the Company) as of January 31, 2024 and 2023, and the related statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended January 31, 2024, and the related notes (collectively referred to as the consolidated financial statements).

Improvements to Reportable Segment Disclosures described in Notes 2 and 13, the accompanying consolidated balance sheet of Mama's Creations, Inc.

(the Company) as of January 31, 2024, and the related statement of operations, stockholders’ equity, and cash flows for the year ended January 31, 2024, and the related notes (collectively referred to as the consolidated financial statements).

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

Improvements to Reportable Segment Disclosures described in Notes 2 and 13 (the 2024 financial statements before the effects of the adjustments discussed in Notes 2 and 13 are not presented herein), present fairly, in all material respects, the financial position of the Company as of January 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended January 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Improvements to Reportable Segment Disclosures described in Notes 2 and 13 (the 2024 financial statements before the effects of the adjustments discussed in Notes 2 and 13 are not presented herein), present fairly, in all material respects, the financial position of the Company as of January 31, 2024, and the results of its operations and its cash flows for the year ended January 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

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

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

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

Those adjustments were audited by other auditors.

Basis for Opinion

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

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

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

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

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

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

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

We believe that our audits provide a reasonable basis for our opinion.

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

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

Critical Audit Matters

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Total Current Liabilities 20,771 17,025

Line of credit — —

Term loan – net of current 4,412 1,342

Operating leases liability – net of current 6,204 2,600

Deferred tax liability 813 —

Finance leases payable – net of current 878 1,199

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

Total Long-Term Liabilities 12,307 5,141

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200,000 shares authorized;

0 and 0 issued and outstanding as of January 31, 2025 and January 31, 2024

0 and 0 shares issued and outstanding as of January 31, 2026 and January 31, 2025

Preferred stock, $ 0.00001 par value;

19,680,000 shares authorized;

no shares issued and outstanding

0 and 0 shares issued and outstanding as of January 31, 2026 and January 31, 2025

Common stock, $ 0.00001 par value;

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Additional paid-in capital 47,320 24,882

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

Retained earnings 5,450 164

Treasury stock, 230,000 shares at cost

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(in thousands, except share and per share data)

For the Years Ended

For the Fiscal Years Ended

2026 2025 2024

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

Stock issued for the exercise of options - - - - 57 - - - 26 - 26

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

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

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

Conversion of Series B preferred stock - - ( 55 ) - 819 - - - — - —

Series B Preferred dividend - - - - - - - - — ( 49 ) ( 49 )

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

Conversion of Series B preferred stock - - ( 55 ) - 819 - - - - - -

Series B Preferred dividend - - - - - - - - - ( 49 ) ( 49 )

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

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

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Stock issued for the exercise of options - - - - 33 - - - 48 - 48

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

Stock issued to settle related party debt - - - - 184 - - - 1,500 - 1,500

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

Net income - - - - - - - - - 5,286 5,286

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(in thousands)

For the Years Ended January 31,

For the Fiscal Years Ended January 31,

2026 2025 2024

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Change in right of use assets 1,405 ( 1,585 ) 348

Amortization of intangibles 1,543 1,080 482

Amortization of intangible assets 1,619 1,543 1,080

Stock-based compensation 1,963 1,099 436

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CASH FLOWS FROM INVESTING ACTIVITIES:

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

Purchase of property, plant and equipment ( 1,654 ) ( 5,095 ) ( 786 )

Cash paid for acquisition of the business of Crown I Enterprises, Inc., net ( 17,311 ) — —

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

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CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from Series B preferred stock offering — — 1,365

Payment of stock offering costs — — ( 66 )

Cash paid for financing fees — — ( 27 )

Repayment of term loan ( 1,662 ) ( 1,652 ) ( 1,293 )

(Repayment) borrowings of line of credit, net — ( 890 ) 125

Net proceeds from the issuance of common stock 18,927 — —

Net proceeds from notes payable 18,770 — —

Repayments of debt ( 16,305 ) ( 1,662 ) ( 1,652 )

Repayment of line of credit, net — — ( 890 )

Repayment of term loan - related party ( 750 ) ( 1,950 ) ( 750 )

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Proceeds from exercise of options 48 55 68

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

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

Net Cash Provided by (Used in) Financing Activities 20,345 ( 3,954 ) ( 3,545 )

Net Increase (Decrease) Increase in Cash 12,801 ( 3,872 ) 6,644

Cash and cash equivalents - Beginning of Period 7,150 11,022 4,378

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

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

Non-cash deposits on prepaid additions $ — $ 385

Common stock issued for payment of related party debt $ 1,500 $ — $ —

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

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Our subsidiary, MamaMancini’s Inc.

(“MamaMancinis”), is a marketer, manufacturer and distributor of beef and turkey meatballs with sauce, grilled, roasted and breaded chicken, sausage & peppers, and other similar meats and sauces.

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

(“MamaMancinis”), is a marketer, manufacturer and distributor of meatballs with sauce, grilled, roasted and breaded chicken, sausage and peppers, and other similar meats and sauces.

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

MamaMancini's products feature many all-natural meals that were submitted to the United States Department of Agriculture (the “USDA”) and approved as all-natural.

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T&L Acquisition Corp.

DBA T&L Creative Salads (“T&L”) and Olive Branch (“OB”), offers a full line of foods for retail food chains and club stores, delis, bagel stores, caterers and provision distributors.

T&L uses high-quality meats, seafood and vegetables, prepared to meet the standards set forth by the USDA and the Food and Drug Administration ("FDA").

Olive Branch concentrates on selling olives, olive mixes, and savory products to large retail customers, primarily in pre-packaged containers.

doing business as T&L Creative Salads (“T&L”) and Olive Branch (“OB”), offers a full line of foods for retail food chains and club stores, delis, bagel stores, caterers and provision distributors.

Our Creative Salads brand uses high-quality meats, seafood and vegetables, prepared to meet the standards set forth by the USDA and the Food and Drug Administration ("FDA").

Our Olive Branch brand concentrates on selling olives, olive mixes, and savory products to large retail customers, primarily in pre-packaged containers.

Our subsidiary, Crown 1 Foods, Inc., ("Crown") 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.

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

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On June 28, 2023, the Company completed the acquisition of the remaining 76 % of CIF, in accordance with the terms of the Membership Interest Purchase Agreement dated June 28, 2023 by and among the Company, Siegel Suffolk Family, LLC, and R&I Loeb Family, LLC (the “Sellers”) for approximately $ 3.7 million , including approximately $ 1.0 million in cash at closing and a $ 2.7 million promissory note (the "CIF Acquisition").

The promissory note required a principal payment of $ 1.2 million in cash on the first anniversary of the closing date (which was made during the year ended January 31, 2025), and a payment of $ 1.5 million in common stock of the Company on the second anniversary of the closing date.

The following presents the unaudited results of operations for the pe riod June 28, 2022 ( minority interest acquisition date) through January 31, 2023 and from February 1, 2023 through June 28, 2023 (CIF Acquisition date) of CIF (in thousands).

For the Period

February 1, 2023

June 28, 2023 For the Period

June 28, 2022

January 31, 2023

Revenues $ 13,721 $ 18,238

Net income $ 931 $ 598

The promissory note required a principal payment of $ 1.2 million in cash on the first anniversary of the closing date, and a payment of $ 1.5 million in common stock of the Company on the second anniversary of the closing date.

Both payments for the promissory note were made to the Sellers in accordance with the note.

Note 2 - Summary of Significant Accounting Policies

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All intercompany balances and transactions have been eliminated in consolidation.

Certain amounts in the prior years have been reclassified to conform to the current year presentation.

Use of Estimates

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GAAP requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes.

Such estimates and assumption s impact, among others, 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.

Such estimates and assumption s 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, estimates for unrealized

returns, discounts, and other variable considerations that are netted against revenue, and the allocation of the purchase price of the acquisition of substantially all of the assets of Crown 1 Enterprises, Inc.

Making estimates requires management to exercise significant judgment.

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Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with an origianal maturity of three months or less to be cash equivalents.

The majority of the Company’s cash and cash equivalents are held at one financial institution, which at January 31, 2025, exceeded insured amounts by approximately $ 6.2 million.

The Company 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 January 31, 2026 and 2025, exceeded insured amounts by approximately $ 18.7 million and $ 6.2 million, respectively.

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

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Management assesses the collectability of outstanding customer invoices, and maintains an allowance resulting from the expected non-collection of customer receivables.

In estimating this reserve, management considers factors such as historical collection experience, customer creditworthiness, specific customer risk, and current and expected general economic conditions.

In estimating this reserve, management considers factors such as historical collection experience, customer creditworthiness, specific customer risk, and current economic conditions.

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

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

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

The changes to the reserve for uncollectible accounts are as follows (in thousands):

Fiscal year Opening Balance Charged to Expense Deductions (a) Closing Balance

2026 $ 93 $ 110 $ ( 10 ) $ 193

2025 $ 93 $ — $ — $ 93

2024 $ 233 $ — $ ( 140 ) $ 93

(a) - Write-offs of uncollectible accounts receivable

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

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(*) Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever period is shorter.

Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of operations.

The Company reviews the recoverability of property, plant and equipment when circumstances indicate that the carrying value of an asset or asset class may not be recoverable.

Upon sale or retirement of property, plant and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of operations.

The Company reviews the recoverability of property, plant and equipment when circumstances indicate that the carrying value of an asset or asset group may not be recoverable.

Indicators of impairment could include, among other factors, significant changes in the business environment, the planned closure of a facility, or deterioration in operating cash flows.

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However, the Company may elect to perform the quantitative goodwill impairment test even if no indications of a potential impairment exist.

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

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

however, the loss recognized would not exceed the total amount of goodwill.

Additionally, the Company considers income tax effects from any tax-deductible goodwill on the carrying amount when measuring the goodwill impairment loss, if applicable.

The fair value is estimated using discounted cash flow methodologies, as well as considering third-party market value indicators.

The Company’s use of a discounted cash flow methodology includes estimates of future revenue based upon budgets and projections.

The Company also develops estimates for future levels of gross and operating profits and projected capital expenditures.

The Company’s methodology also includes the use of estimated discount rates based upon industry and competitor analysis as well as other factors.

Calculating the fair value

requires significant estimates and assumptions by management.

Should the estimates and assumptions regarding the fair value of the reporting units prove to be incorrect, the Company may be required to record impairments to its goodwill in future periods and such impairments could be material.

We perform this annual assessment during our fourth quarter or more frequently if circumstances indicate that the carrying value may not be recoverable.

When the qualitative assessment is used, we first determine if it is more likely than not that impairment exists.

Factors include general economic conditions, industry factors, legal and regulatory factors and historical financial performance.

As of January 31, 2026 and 2025 , there were no impairment losses recognized for goodwill.

Other Intangibles

Other intangibles consist of trademarks, trade names and customer relationships.

Other intangibles consist of trade names, trademarks, and customer relationships.

Intangible asset lives for financial statement reporting of amortization are:

Tradenames and trademarks 3 years

Trade names and trademarks 3 years

Customer relationships 4 - 5 years

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Total $ 19,528 $ — $ — $ 19,528 $ 6,842 $ — $ — $ 6,842

Business Combination

The Company applies the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 805, " Business Combinations, " in the accounting for acquisitions of businesses.

ASC 805 requires the Company to recognize 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 for the years ended January 31, 2025, 2024, and 2023 were approximately $ 455 thousand, $ 414 thousand, and $ 135 thousand, respectively.

Research and development expenses for the fiscal years ended January 31, 2026, 2025, and 2024 were approximately $ 288 thousand, $ 455 thousand, and $ 414 thousand, respectively.

Revenue Recognition

The Company recognizes revenue in accordance with Financial Accounting Standards Board ("FASB") Topic 606, Revenue from Contracts with Customers (Topic 606) .

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (Topic 606) .

The Company’s sales are primarily generated from the sale of finished products to customers.

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Reductions in the transaction price attributable to items such as slotting fees, sales discounts, and allowances are accounted for as a direct reduction of revenues as follows (in thousands):

For the Years Ended

For the Fiscal Years Ended

January 31, 2026 January 31, 2025 January 31, 2024

Gross Sales $ 180,776 $ 125,727 $ 106,104

Slotting, Discounts, and Allowances 2,399 2,820 2,232

Trade Incentives and Promotions 9,062 2,399 2,820

Net Sales $ 171,714 $ 123,328 $ 103,284

Disaggregation of Revenue from Contracts with Customers .

The following table disaggregates gross revenue by significant geographic area for the years ended January 31, 2025, 2024 and 2023 (in thousands):

For the Years Ended

The following table disaggregates gross revenue by significant geographic area for the fiscal years ended January 31, 2026, 2025 and 2024 (in thousands):

For the Fiscal Years Ended

January 31, 2026 January 31, 2025 January 31, 2024

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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.

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

Producing and communicating advertising expenses for the fiscal years ended January 31, 2026, 2025, and 2024 were approximately $ 3.5 million, $ 2.2 million, and $ 1.2 million, respectively.

Stock-Based Compensation

The Company provides compensation benefits in the form of performance stock awards, 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 Consolidated Statement of Operations over the requisite service period.

Performance stock awards ("PSUs") are granted to certain executive officers.

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

Performance stock awards ("PSUs") were granted to certain employees.

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

The recognition of the compensation expense for the performance stock awards is based upon the probable outcome of the market condition and performance conditions 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 the Monte Carlo simulation valuation model.

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

For each modeling scenario, the PSUs' payoff is calculated based on the contractual terms, whereas the fair value of the PSUs is calculated as the average present value of all modeled payoffs.

The determination of the grant date fair value of PSUs issued is affected by a number of variables and subjective assumptions, including (i) the fair value of the Company’s common stock of $ 1.17 and $ 1.40 at the grant dates, (ii) the expected common stock price volatility over the expected life of the awards of 85.7 % and 87.0 %, (iii) the term of the awards of 5 years and 5 years, (iv) risk-free interest rate of 3.7 % and 3.4 %, (v) there are no expected dividends.

The determination of the grant date fair value of PSUs issued during the fiscal year ended January 31, 2023 is affected by a number of variables and subjective assumptions, including (i) the fair value of the

Company’s common stock of $ 1.17 and $ 1.40 at the grant dates, (ii) the expected common stock price volatility over the expected life of the awards of 85.7 % and 87.0 %, (iii) the term of the awards of 5 years and 5 years, (iv) risk-free interest rate of 3.7 % and 3.4 %, (v) there are no expected dividends.

The Company values PSUs with performance conditions based on the closing price of the Company's common stock on the date of the grant.

Forfeitures are recognized when they occur.

There were no performance stock units that vested in the year ended January 31, 2026.

The Company's performance against the defined goals is re-evaluated on a quarterly basis throughout the performance period and the recognition of the compensation expense is adjusted for subsequent changes in the estimated or actual outcome.

The Company's performance against the defined goals is reevaluated on a quarterly basis throughout the performance period and the recognition of the compensation expense is adjusted for subsequent changes in the estimated or actual outcome.

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

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The Company values Restricted Stock Units ("RSUs") based on the closing price of the Company's common stock on the date the grant is issued and recognizes the expense related to this value on a straight-line basis over the vesting term.

For the year ended January 31, 2024, the Company issued 19,960 shares of the Company's common stock, valued at approximately $ 50 thousand, to certain employees as compensation.

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

For the fiscal years ended January 31, 2026, 2025, and 2024, when computing fair value of stock options issued, the Company has considered the following variables:

January 31, 2026 January 31, 2025 January 31, 2024

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

Expected life of grants 6 years N/A 6.5 years

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

Dividends 0 % N/A 0 %

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

Expected life of grants N/A 6 years N/A

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

Dividends N/A 0 N/A

The expected option term is computed using the “simplified method” for “plain vanilla” options as permitted under the provisions of ASC 718-10-S99.

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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 attributable to common stockholders 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.

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.

Basic net income per share attributable to common stockholders excludes dilution and is computed by dividing net income attributable to common stockholders 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), they are excluded from the dilutive net income computation.

The dilutive effect of stock options, warrants, and restricted stock is calculated using the treasury stock method, and the dilutive effect of the Series B Preferred stock is calculated using the if-converted method.

The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net income attributable to common stockholders per common share (in thousands, except per share amounts).

For the Years Ended

For the Fiscal Years Ended

January 31, 2026 January 31, 2025 January 31, 2024

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Stock Options — — —

Warrants — — 14

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

” A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards.

Deferred tax expense (benefit) results from the net change during the period of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Deferred tax assets are adjusted for the effects of changes in tax laws and rates on the date of enactment.

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

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

Performance Stock Awards — — —

The Company has approximately 1.6 million performance share awards outstanding that are contingently issuable upon achievement of specified performance targets.

Because the performance conditions were not met as of the reporting date, these shares were excluded from the calculation of diluted net income per common share.

The Company’s provision for income tax is comprised of current and deferred income taxes.

Current income taxes are recognized for the estimated taxes payable or refundable for the current fiscal period and are based on the taxable income for the current fiscal period, including adjustments for unrealized tax benefits, changes in tax receivables (payables) that arose in a prior period and recovery of taxes paid in a prior period.

Current taxes are measured using tax rates and laws enacted during the period within which the taxable income arose.

Current tax assets and liabilities are offset only if the right of offset exists.

Deferred income taxes are recognized for the future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax basis.

Deferred taxes are measured using enacted tax rates expected to apply in the years in which those temporary differences are expected to be recovered or settled.

The effect of a change in tax rates on the deferred tax assets and liabilities is recognized in provision for income taxes on the consolidated statements of operations in the period that includes the enactment date.

Recent Accounting Pronouncements

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ASU 2020-06 also simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification and makes targeted improvements to the disclosures for convertible instruments and earnings-per-share (EPS) guidance.

Entities can elect to adopt the new guidance through either a modified retrospective method of

transition or a fully retrospective method of transition.

The Company adopted this guidance effective February 1, 2024.

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

In March 2023, the FASB issued ASU No.

2023-02, " Investments - Equity Method and Joint Ventures" (Topic 323):

Accounting for Investment Tax Credit Structures Using the Proportional Amortization Method." The amendments in this update permit reporting entities to elect to account for their tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met.

The Company adopted this guidance effective February 1, 2024.

Entities can elect to adopt the new guidance through either a modified retrospective method of transition or a fully retrospective method of transition.

The Company adopted this guidance effective February 1, 2024, applying the modified retrospective method.

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

In October 2023, the FASB issued ASU No.

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

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

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

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

In November 2023, the FASB issued ASU No.

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The amendment is effective retrospectively for fiscal years beginning after December 15, 2024, on a prospective basis, with early adoption permitted.

The Company is in the process of evaluating the impact that the adoption of ASU No.

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

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

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

governance and oversight of material climate-related risks;

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

risk management processes for material climate-related risks;

and material climate targets and goals.

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

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

The outc ome of ongoing litigation is currently unknown.

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

The Company adopted this ASU during the fiscal year ended January 31, 2026.

See Note 13, Income Taxes in the accompanying notes to the Consolidated Financial Statements for further detail.

In November 2024, the FASB issued ASU No.

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

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

or extinguishment of convertible debt.

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

Early adoption is permitted.

The Company is in the process of evaluating the impact that the adoption ASU No.

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

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

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.

The Company adopted this ASU during the fiscal year ended January 31, 2026.

Upon adoption, the Company elected the practical expedient permitted under the ASU.

Because the Company is a public business entity, it did not elect the accounting policy option to incorporate post–balance sheet collection activity.

The adoption did not have a material impact on the Company’s consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, " Interim Reporting (Topic 270):

Narrow-Scope Improvements," which clarifies interim disclosure requirements by improving the navigability of the required interim disclosures and clarifying

when that guidance is applicable.

The standard is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the potential impact the adoption of this standard will have on its consolidated financial statements and disclosures, which is not expected to be material.

Note 3 – Acquisition

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

(formerly "Jubilee Acquisition, Inc."), a Nevada corporation and wholly owned 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 a $ 17.3 million 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 Consolidated Statements of Operations from the date of the acquisition.

The following table summarizes the 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, plant, and equipment 12,263

Right of use asset 2,121

Intangible assets 1,273

Total assets acquired $ 21,569

Liabilities assumed:

Accrued expenses and other current liabilities $ 2,137

Lease liability

Total liabilities assumed $ 4,258

Net assets acquired $ 17,311

The 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 five 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 excess of the consideration transferred over the fair value of the identifiable tangible and intangible assets and liabilities acquired.

For the fiscal year ended January 31, 2026 the Company expensed transaction costs related to the acquisition of approximately $ 1.3 million, which are included in selling, general and administrative expenses in the Company's Consolidated Statements of Operations.

The Company's Consolidated Statements of Operations includes $ 23.2 million of revenue and $ 1.7 million of net income attributable to Crown 1 from the acquisition date through January 31, 2026.

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, 2023 (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.

Year ended January 31

2026 2025 2024

Sales $ 205,518 $ 177,641 $ 160,422

Net Income $ 6,138 $ 3,675 $ 8,132

Note 4 - Property, Plant, and Equipment

Property and equipment on January 31, 2025 and January 31, 2024 are as follows (in thousands):

Property, plant, and equipment on January 31, 2026 and January 31, 2025 are as follows (in thousands):

January 31, 2026 January 31, 2025

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Customer relationships $ 7,691 $ ( 4,601 ) $ 3,090 2.55

Tradename and trademarks 79 ( 79 ) — 0.00

Trade names and trademarks 79 ( 79 ) — 0.00

$ 7,770 $ ( 4,680 ) $ 3,090

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Customer relationships $ 6,418 $ ( 2,982 ) $ 3,436 2.29

Tradename and trademarks 79 ( 55 ) 24 0.91

Trade names and trademarks 79 ( 79 ) — 0.00

$ 6,497 $ ( 3,061 ) $ 3,436

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Other accrued expenses 905 439

Accrued taxes — 563

Total accounts payable and accrued expenses $ 17,800 $ 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 January 31, 2025 and January 31, 2024, the outstanding balance under the note was $ 750 thousand and $ 1.5 million, respectively.

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

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

As of January 31, 2026 and January 31, 2025, the outstanding balance under the note was $ 0 and $ 0.8 million, respectively.

For the fiscal years ended January 31, 2026, 2025, and 2024 interest expense for this note was approximately $ 24 thousand, $ 50 thousand, and $ 77 thousand, respectively.

As of January 31, 2026 and January 31, 2025, accrued interest was approximately $ 0 and $ 2 thousand, respectively.

Lease – Related Party

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148 Allen Blvd LLC is owned by Anthony Morello, Jr., President of T&L and various individuals related to Mr.

This lease term is through November 30, 2031 with the option to extend the lease for two additional 10 -year terms with base rent of approximately $ 20 thousand per month through December 31, 2026, increasing after that date to approximately $ 24 thousand through the end of the initial le ase term.

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 through the end of the initial le ase term.

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 years ended January 31, 2025, 2024, and 2023 was $ 322 thousand, $ 343 thousand and $ 262 thousand , respectivel y.

Rent expense and other ancillary charges pursuant to the lease for the fiscal years ended January 31, 2026, 2025, and 2024 was $ 355 thousand, $ 322 thousand and $ 343 thousand , respectivel y.

Chef Inspirational Foods, LLC

As noted above in Note 1, the Company acquired a 24 % minority interest in Chef Inspirational Foods, LLC (“CIF”) on June 28, 2022 and acquired the remaining interest on June 28, 2023 .

As noted above in Note 1, the Company acquired a 24 % minority interest in CIF on June 28, 2022 and acquired the remaining interest on June 28, 2023 .

For the period from February 1, 2023 to June 28, 2023 the Company recorded sales to CIF of approximately $ 10.9 million.

For the period from June 28, 2022 to January 31, 2023 the Company recorded sales to CIF of approximately $ 14.7 million.

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

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

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

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

During the fiscal year ended January 31, 2026, 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.

As of January 31, 2026 and January 31, 2025, the outstanding balance under this note was $ 0 and $ 1.5 million, respectively.

Note 8 - Loan and Security Agreement

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

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

In addition, effective December 4, 2023, the Company amended the line of credit to change the rate at which interest accrues on the outstanding balance.

Effective December 4, 2023 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 Agreement) established with respect to the Borrower as of the date of any advance under the Loan as follows:

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 of the working capital line to August 8, 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:

if the Senior Funded Debt/EBITDA ratio is:

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(ii) greater than 1.50 but less than 2.25 , 2.75 percentage points above the one-day SOFR;

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

(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 January 31, 2026, 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).

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

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

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

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

On December 29, 2021, the Company entered into a loan with M&T Bank for the original principal amount of $ 7.5 million, payable in equal monthly principal installments over a 60 -month amortization period (the “Acquisition Note”).

The Maturity Date of the Acquisition Note is January 17, 2027.

The Acquisition Note was amended effective December 4, 2023 to change the rate at which interest accrues.

Effective December 4, 2023 the interest rate was amended to be based on the Senior Funded Debt/EBITDA Ratio (as defined in the Acquisition Note).

The outstanding balance on the line of credit was $ 0 as of both January 31, 2026 and January 31, 2025.

During the fiscal years ended January 31, 2026, 2025, and 2024 the Company incurred interest expense of approximately $ 0 , $ 7 thousand and $ 47 thousand to M&T Bank for the line of credit agreement, respectively.

During the fiscal years ended January 31, 2026, 2025, and 2024 the Company incurred commitment fees of approximately $ 14 thousand, $ 14 thousand, and $ 12 thousand respectively.

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 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 January 31, 2025, the outstanding balance and unamortized discount of the Acquisition Note was approximately $ 2.9 million and $ 22 thousand, respectively.

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

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

On September 9, 2025 the Company paid the T&L note in full and as of January 31, 2026, 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, respectively.

During the fiscal years ended January 31, 2026, 2025 and 2024, the Company incurred interest expense of approximately $ 107 thousand, $ 297 thousand and $ 450 thousand for the T&L Note.

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 million to finance the Crown 1 Acquisition and related expenses.

During the year ended January 31, 2026, the Company made a repayment of approximately $ 13.1 million.

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

As of January 31, 2026, the outstanding balance and unamortized discount of the Crown Note were approximately $ 5.6 million and $ 216 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 , 3.50 percentage point(s) above the applicable Variable Loan Rate;

(ii) greater than 1.50 but less than or equal to 2.25 , 3.00 percentage points of the applicable Variable Loan Rate;

or (iii) less than or equal to 1.50 , 2.50 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 year ended January 31, 2026, the Company incurred interest expense of approximately $ 187 thousand.

As of January 31, 2026, the minimum debt repayments are as follows (in thousands):

Total $ 5,588

Note 9 - Concentrations

Revenues and Accounts Receivable

For the year ended January 31, 2025, the Company’s gross revenue was concentrated in one customer that accounted for approximately 44 % of gross revenue.

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

For the year ended January 31, 2023, the Company’s gross revenue was concentrated in two customers that accounted for approx imately 25 % and 13 %, respectiv ely.

For the year ended January 31, 2026, the Company’s gross revenue was concentrated in two customers that accounted for approximately 38 % and 17 % of gross revenue, respectively.

For the year ended January 31, 2025, the Company’s gross revenue was concentrated in one customer that accounted for approx imately 44 % of gross sales .

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

As of January 31, 2026, two customers represented approximately 35 % and 12 % of total gross outstanding receivables, respectively.

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

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

Note 10 - Stockholders’ Equity

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The Company has designated 120 thousand shares of preferred stock as Series A Convertible Preferred stock.

As of January 31, 2025 and 2024, no shares of Series A Convertible Preferred Stock are outstanding.

As of January 31, 2026 and 2025, no shares of Series A Convertible Preferred Stock were outstanding.

Series B Preferred

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Holders of the Series B Preferred Stock shall have no voting rights.

Each share of Series B Preferred stock shall be convertible, at the option of the holder, into shares of common stock at a rate of 1 share of Series B Preferred Stock into 15 shares of common stock.

For the year ended January 31, 2023, the Company sold approximately 55 thousand shares, raising gross proceeds of approximately $ 1.3 million.

Each share of Series B Preferred stock shall be convertible, at the option of the holder, into shares of common stock at a rate of one share of Series B Preferred Stock into 15 shares of common stock.

On June 22, 2023, all the holders of the Series B Preferred Stock converted the shares of Series B Preferred Stock into 819 thousand shares of common stock of the Company.

As of both January 31, 2026 and 2025, 0 shares of Series B Preferred Stock were outstanding.

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

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

During the fiscal years ended January 31, 2026 and 2025, the Company paid no dividends on Series B Preferred Stock.

During the year ended January 31, 2024, the Company paid dividends of approximately $ 34 thousand, on Series B Preferred Stock.

Restricted Stock Units

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Non-vested Restricted Stock Units – January 31, 2026 438,048 $ 5.56

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

During the years ended January 31, 2025, 2024, and 2023 the Company recognized stock-based compensation related to RSUs of an aggregate of approximately $ 595 thousand, $ 279 thousand, and $ 50 thousand, respectively, which was recorded to selling, general and administrative expenses or cost of goods sold, depending on the nature of the employee on the Consolidated Statement of Operations.

Of the total 103,206 RSUs issued during the year ended January 31, 2025, 32,040 were issued to the Board of Directors, and 71,166 were issued to employees of the Company.

As of January 31, 2026, there was approximately $ 1,439 thousand of total unrecognized compensation expense related to RSUs, which is expected to be recognized over a weighted-average period of 0.88 years.

During the fiscal years ended January 31, 2026, 2025, and 2024 the Company recognized stock-based compensation related to RSUs of an aggregate of approximately $ 771 thousand, $ 595 thousand, and $ 279 thousand, respectively, which was recorded to selling, general and administrative expenses or cost of goods sold, depending on the nature of the employee, on the Consolidated Statements of Operations.

Of the total 260,178 RSUs issued during the year ended January 31, 2026, 18,000 were issued to members of our Board of Directors, and 242,178 were issued to employees of the Company.

Stock Options

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Outstanding – February 1, 2025 103,806 $ 3.76 8.22 $ 409

Granted 38,806 $ 7.57

Exercised ( 32,500 ) 1.48

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During the year ended January 31, 2026, 32,500 options at a weighted average exercise price of $ 1.48 per share were exchanged for approximately 32,500 shares of common stock.

The Company received approximately $ 55 thousand for the exercise of these options, as a portion of the options were cashless exercised.

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

The Company received approximately $ 48 thousand of proceeds associated with these exercises.

For the fiscal years ended January 31, 2026 and 2025, the Company recognized stock-based compensation related to stock options of an aggregate of approximately $ 81 thousand and $ 45 thousand, respectively, which is included in selling, general and administrative expenses on the accompanying Consolidated Stat ements of Operations.

As of January 31, 2026, there was unrecognized stock-based compensation related to stock options of approximately $ 110 thousand .

Performance stock awards

The following is a summary of the Company's Performance Stock Unit ("PSU") activity:

Weighted Average

Grant date fair value Weighted

Contractual Life

Outstanding at February 1, 2025 3,140,000 $ 3.47 2.06

Granted 602,740 $ 10.18

Forfeited — $ —

Outstanding at January 31, 2026 3,742,740 $ 4.55 2.19

(a) The outstanding PSUs for which the vesting period has not ended as of January 31, 2026, at the maximum award level.

During the year ended January 31, 2026 , 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 earnings before interest, taxes, depreciation, and amortization.

The PSUs were valued at approximately $ 600 thousand .

During the year ended January 31, 2026 , 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 year ended January 31, 2026 .

For the fiscal years ended January 31, 2026 and 2025, the Company recognized stock-based compensation related to PSUs

of an aggregate of approximately $ 1.1 million and $ 438 thousand , respectively, which is included in selling, general and administrative expenses on the accompanying Consolidated Stat ements 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 year ended January 31, 2026, the Company issued approximately 184 thousand 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 Alfred D’Agostino, Steven Burns, Dean Janeway and Thomas Toto (each, a “Director”), relating to certain options purported to have been granted by the Company in 2018 and 2019 (the "Purported Options") under prior management that exceeded the availability under the Company’s equity plan at the time of the purported grants.

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Licensing and Royalty Agreements

On March 1, 2010, the Company was assigned a Development and License agreement (the “Agreement”).

Under the terms of the Agreement the Licensor shall develop for the Company 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”).

Licensor shall work with Licensee to develop Licensor Products that are acceptable to Licensee.

Upon acceptance of a Licensor Product by Licensee, Licensor’s trade secret recipes, formulas methods and

ingredients for the preparation and production of such Licensor Products (the “Recipes”) shall be subject to this Development and License Agreement.

The Exclusive Term began on January 1, 2009 (the “Effective Date”) and ends on the 50 th anniversary of the Effective Date.

Per the Agreement, the Royalty Rate shall be:

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

4 % of Net Sales from $ 500 thousand up to $ 2.5 million of Net Sales for each Agreement year;

2 % of Net Sales from $ 2.5 million up to $ 20 million of Net Sales for each Agreement year;

and 1 % of Net Sales in excess of $ 20 million of Net Sales for each Agreement year.

In order to continue the Exclusive term, the Company shall pay a minimum royalty of $ 125 thousand each year.

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

The Company has been party to a 50-year Development and License Agreement since 2010.

Pursuant to the agreement, we have exclusively licensed certain trade secret recipes, formulas, methods, and ingredients for sauces combined with meatballs and meats in exchange for royalty payments calculated and paid annually based on:

6 % of net sales up to $ 500 thousand;

4 % of net sales between $ 500 thousand and $ 2.5 million;

2 % of net sales between $ 2.5 million and $ 20 million;

and 1 % of net sales in excess of $ 20 million.

The Company must pay a minimum royalty of $ 125 thousand each year to avoid expiration of its rights under the agreement.

The Company incurred approximately $ 961 thousand, $ 679 thousand, and $ 637 thousand of royalty expenses under the Development and License Agreement for the fiscal years ended January 31, 2026, 2025, and 2024, respectively.

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

Purchase Commitments

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

In January 2026 the Company entered into one-year purchase commitments to buy between approximately 14.5 million and approximately 16.6 million pounds of chicken, to be delivered in equal weekly installments at agreed-upon pricing formulas.

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

Agreements with Placement Agents and Finders

Spartan Capital, LLC

The Company entered into a fourth Financial Advisory and Investment Banking Agreement with Spartan Capital Securities, LLC (“Spartan”) effective April 1, 2015 (the “Spartan Advisory Agreement”).

Pursuant to the Spartan Advisory Agreement, if the Company enters into a change of control transaction during the term of the agreement through October 1, 2022, the Company shall pay to Spartan a fee equal to 3 % of the consideration paid or received by the Company and/or its stockholders in such transaction.

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

AGES Financial Services.

On July 6, 2022, the Company executed a Proposed Offering Engagement Letter with AGES Financial Services.

(“AGES”) to act as a non-exclusive (i) dealer-manager, (ii) placement agent and/or (iii) financial advisor for a proposed issuance, or series of issuances, for up to $ 5 million of the Company’s Series B Convertible Preferred Stock (“Proposed Offering”) in a private placement to be conducted by the Company pursuant to the exemption from the registration requirements of the Securities Act provided by Rule 506(b) of Regulation D promulgated by the Commission under the Securities Act of 1933, as amended.

The period of the Engagement was from July 5, 2022 through December 31, 2022.

In consideration for its services in the offering, AGES was entitled to a cash fee equal to 4 % of the net dollar amount received by the Company from investors sourced by AGES plus 5 -year warrants to buy common stock of the Company at the rate of 1 warrant for every $100 of such net dollar amount.

The Company was responsible for payment of all expenses relating to the offering, including, but not limited to costs associated with the registration of any common stock which may be issued upon conversion of the Series B Convertible Preferred Stock.

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

Note 12 – Leases

The Company’s leases consist of office space, manufacturing space and machinery and equipment.

The Company determines if an arrangement contains a lease at inception.

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ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.

The Company’s leases consist of office space, manufacturing space and machinery and equipment.

The Company utilized a portfolio approach in determining the discount rate.

The portfolio approach takes into consideration the range of the term, the range of the lease payments, the category of the underlying asset and the Company’s estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease

The Company also considered its recent debt issuances as well as publicly available data for instruments with similar characteristics when calculating the incremental borrowing rates.

As most leases do not provide an implicit rate, the Company uses its incremental borrowing rate to determine the present value of lease payments.

The Company applies a portfolio approach for certain leases with similar characteristics, primarily related to finance leases, when it reasonably expects that the financial statement effects of applying the guidance to the portfolio would not differ materially from applying the guidance to individual leases.

Operating lease liabilities are generally determined using the incremental borrowing rate applicable to the individual lease at the commencement date.

The lease term includes options to extend the lease when it is reasonably certain that the Company will exercise that option.

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

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

In accounting for the lease for the year ended January 31, 2025, the Company wrote off its existing ROU asset and lease liability of approximately $ 124 thousand and recognized a right of use asset of approximately $ 631 thousand.

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

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

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

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

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

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

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

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

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

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

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

During the year ended January 31, 2026, the Company recognized a ROU asset and 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, until August, 2029.

The lease also contains two five-year renewal options.

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 a ROU asset and a corresponding lease liability of approximately $ 80 thousand.

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

January 31, 2025 January 31, 2024

January 31, 2026 January 31, 2025 January 31, 2024

Finance Leases

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Supplemental cash flow and other information related to leases was as follows:

January 31, 2025 January 31, 2024

January 31, 2026 January 31, 2025 January 31, 2024

Cash paid for amounts included in the measurement of lease liabilities (in thousands)

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Note 13 - Income Tax Provision

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

January 31, 2025 January 31, 2024

Provision for income taxes for the years ended January 31, 2026, 2025, and 2024 consisted of the following (in thousands):

January 31, 2026 January 31, 2025 January 31, 2024

Current $ 277 $ 764 $ 1,451

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Income tax provision $ 1,565 $ 995 $ 2,008

The Company had U.S.

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

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

Beginning with fiscal year 2026 financial reporting, we adopted ASU 2023-09, " Income Taxes (topic 740):

Improvements to Income Tax Disclosures, " prospectively.

A reconciliation of the U.S.

federal statutory income tax rate to our effective tax rate pursuant to the disclosure requirements of ASU 2023-09 for the fiscal year ended January 31, 2026, is as follows (in thousands):

January 31, 2026

Pre-tax book income $ 6,851

federal statutory rate 1,439 21.0 %

State income tax, net of federal benefit 130 1.9 %

Non-taxable or non-deductible items 215 3.1 %

Effect of enacted tax laws and rate changes 22 0.3 %

Return to provision and tax account true-up 38 0.6 %

Stock-based compensation ( 307 ) ( 4.5 %)

Taxes not based on income and other, net 28 0.4 %

Income tax provision $ 1,565 22.8 %

As previously disclosed for the fiscal years 2025 and 2024, prior to the adoption of ASU 2023-09, a reconciliation of the federal statutory tax rate to the effective income tax rate is as follows:

January 31, 2025 Year Ended

January 31, 2024

federal statutory rate 21.0 % 21.0 %

State income tax, net of federal benefit 2.1 % 3.3 %

Adjustments to deferred tax assets ( 1.1 ) % 0.4 %

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

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

Non-deductible expenses - others 0.2 % — %

Income tax provision 20.8 % 23.5 %

Cash paid for income taxes, net of refunds, received by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the year ended January 31, 2026 is as follows (in thousands):

Federal $ 1,035

Cash paid for income taxes, net of refunds received $ 1,225

The Company is in a taxable income position and had no U.S.

federal net operating loss carryforwards (“NOLs”) as of January 31, 2026 and 2025.

The Company had state NOL carryforwards of approximately $ 7.3 million and $ 8.0 million as of January 31, 2026 and 2025, respectively, which are available to offset future taxable income and begin to expire in 2036.

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.

The ultimate realization of deferred tax assets is dependent upon future generation of taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.

The ultimate realization of deferred tax assets is dependent upon future generation of taxable income during the periods in which temporary differences representing net future

deductible amounts become deductible.

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 January 31, 2026, 2025, and 2024.

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

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

ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the Company has taken or expects to take in its tax return.

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

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 carry-forward 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 carry-forward or amount of tax refundable is reduced) for an 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.

If applicable, interest costs related to the unrecognized tax benefits are required to be calculated and would be classified as “Other expenses – Interest” in the consolidated statements of operations.

Penalties would be recognized as a component of “Selling, general and administrative expenses.”

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

No interest or penalties on unpaid taxes were recorded during the fiscal years ended January 31, 2026, 2025 and 2024.

As of January 31, 2026, 2025 and 2024, no liability for unrecognized tax benefits was required to be reported.

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As of January 31, 2026, tax years for January 31, 2023, 2024, and 2025 are subject to examination by the tax authorities.

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

Deferred Tax Assets Year Ended

January 31, 2025 Year Ended

January 31, 2024

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, introducing significant and wide-ranging changes to the U.S.

federal tax system.

Key provisions include the restoration of 100% bonus depreciation for certain qualified property and the return to immediate expensing of domestic research and experimental (“R&E”) expenditures.

The legislation also provides transition relief for previously capitalized R&E costs under IRC §174, allowing taxpayers to either immediately deduct remaining unamortized amounts or elect accelerated amortization.

In addition, the law reinstates the use of EBITDA-based limitations for business interest expense under IRC §163(j) and makes several business tax provisions permanent.

Less favorable provisions include new limitations on the deductibility of charitable corporate contributions.

The enactment of OBBBA resulted in a tax benefit to the Company primarily related to the immediate expensing of previously capitalized R&E costs and the application of 100% bonus depreciation on newly acquired fixed assets.

The Company elected to fully deduct the remaining unamortized R&E costs and current-year R&E expenditures in the fiscal year ended January 31, 2026.

Additionally, the Company applied 100% bonus depreciation to qualifying assets placed in service during the year.

The components of the Company’s deferred tax assets and liabilities as of January 31, 2026 and 2025 were as follows (in thousands):

Deferred Tax Assets January 31, 2026 January 31, 2025

Net operating loss carryforwards $ 39 $ 16

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Capitalized start-up and organization costs 1 8

Right of use liability 802 722

Intangible assets 211 80

Right-of-use lease liability 1,819 802

Inventory 74 53

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Fixed assets 2,468 590

Intangibles ( 80 ) 46

Right of use asset 785 709

Right-of-use lease asset 1,815 785

Total deferred tax liabilities 4,283 1,375

Net deferred tax asset $ ( 813 ) $ 258

The expected tax provision (benefit) based on the statutory rate is reconciled with actual tax provision (benefit) as follows:

January 31, 2025 Year Ended

January 31, 2024

US Federal statutory rate 21.0 % 21.0 %

State income tax, net of federal benefit 2.1 3.3

Adjustments to deferred tax assets ( 1.1 ) 0.4

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

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

Non-deductible expenses - others 0.2 -

Income tax provision (benefit) 20.8 % 23.5 %

Note 14 - Segment Information

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

The Chief Executive Officer, who is the Company’s Chief Operating Decision Maker (“CODM”), reviews financial information on an aggregate basis for purposes of allocating resources and assessing financial performance, as well as for making strategic

operational decisions and managing the organization.

For the fiscal years ended January 31, 2026, 2025, and 2024 t he Company was managed as a single operating segment.

As such, the Company has one reportable segment.

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

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

For the Years Ended

The CODM utilizes net income as the

primary measure of segment performance and relies on this metric in determining whether to allocate additional resources to the segment or other corporate purposes.

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

For the Fiscal Years Ended

January 31, 2026 January 31, 2025 January 31, 2024

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures