What changed in this filing

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Item 1. Financial Statements

2026-06-08 compared with 2025-12-08 · 141 added, 282 removed, 460 unchanged (48% of the section changed)

3 unchanged sentences

(In thousands, except share and per share data)

October 31, 2025 January 31, 2025

April 30, 2026 January 31, 2026

Current Assets:

8 unchanged sentences

Operating lease right of use assets, net 7,438 7,877

Deferred tax asset 625 258

Deposits 95 95

6 unchanged sentences

Finance leases payable 327 321

Promissory notes – related parties 750 2,250

Total Current Liabilities 20,982 20,771

1 unchanged sentence

Operating lease liabilities – net of current 5,743 6,204

Deferred tax liability 530 813

Finance leases payable – net of current 794 878

8 unchanged sentences

200,000 shares authorized;

0 and 0 issued or outstanding

0 shares issued or outstanding

Preferred stock, $ 0.00001 par value;

3 unchanged sentences

250,000,000 shares authorized;

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

40,930,000 and 40,887,000 shares issued as of April 30, and January 31, 2026, respectively, 40,700,000 and 40,657,000 shares outstanding as of April 30, and January 31, 2026, respectively

Additional paid-in capital 48,005 47,320

9 unchanged sentences

For the Three Months Ended

October 31, For the Nine Months Ended

2025 2024 2025 2024

Net sales $ 52,766 $ 35,255

10 unchanged sentences

Amortization of debt discount ( 11 ) ( 3 )

Other income — 61 — 61

Total other expenses ( 30 ) ( 61 )

12 unchanged sentences

(in thousands)

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

For the Period from February 1, 2026 through April 30, 2026

Preferred Stock Series B Preferred Stock Common Stock Treasury Stock Additional

3 unchanged sentences

Stock based compensation - - - - 36 - - - 580 - 580

Issuance of common stock for employee compensation 7 105 105

Net income - - - - - - - - - 2,057 2,057

Balance, April 30, 2026 - $ - - $ - 40,930 $ - ( 230 ) $ ( 150 ) $ 48,005 $ 7,507 $ 55,362

Stock based compensation - - - - 11 - - - 335 - 335

Exercise of stock options - - - - 25 - - - 37 - 37

Payment of related party debt - - - - 184 - - - 1,500 - 1,500

Net income - - - - - - - - - 1,277 1,277

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

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

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

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

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

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

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

For the Period from February 1, 2025 through April 30, 2025

Preferred Stock Series B

Preferred Stock Common Stock Treasury Stock Additional

Paid-in Accumulated Stockholders’

Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Equity

Paid-in Retained Stockholders’

Shares Amount Shares Amount Shares Amount Shares Amount Capital Earnings Equity

Balance, February 1, 2025 - $ - - $ - 37,826 $ - ( 230 ) $ ( 150 ) $ 24,882 $ 164 $ 24,896

Stock based compensation - - - - 8 - - - 305 - 305

Stock issued for the exercise of options - - - - - - - - 7 - 7

Net income - - - - - - - - - 1,237 1,237

Balance, April 30, 2025 - $ - - $ - 37,834 $ - ( 230 ) $ ( 150 ) $ 25,187 $ 1,401 $ 26,438

Stock based compensation - - - - 77 - - - 316 - 316

Stock issued for the exercise of options - - - - 30 - - - 37 - 37

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

Net income - - - - - - - - - 1,148 1,148

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

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

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

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

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

See accompanying notes to the Condensed Consolidated Financial Statements.

2 unchanged sentences

(in thousands)

For the Nine Months Ended October 31,

For the Three Months Ended April 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

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Stock-based compensation 580 305

Allowance for obsolete inventory ( 124 ) -

Change in deferred tax asset ( 283 ) ( 211 )

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Purchase of fixed assets ( 177 ) ( 539 )

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

Net Cash Used in Investing Activities ( 177 ) ( 539 )

1 unchanged sentence

Repayment of debt ( 294 ) ( 503 )

Net proceeds from issuance of common stock 18,927 -

Net proceeds from notes payable 18,770 -

Repayment of related party note - ( 1,200 )

Repayment of finance lease obligations ( 78 ) ( 102 )

Proceeds from exercise of stock options 48 55

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

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

Net Cash Used in Financing Activities ( 372 ) ( 605 )

Net Increase in Cash 4,461 4,861

Cash and cash equivalents at beginning of period 19,951 7,150

5 unchanged sentences

SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Finance lease asset additions $ — $ 511

Payment of related party debt $ 1,500 $ —

Right-of-use asset and lease liability recognized $ - $ 4,156

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

Issuance of stock for director settlement $ — $ 450

Issuance of common stock for employee compensation $ 105 $ -

Receipt of fixed assets for deposits previously paid $ - $ 74

2 unchanged sentences

Notes to Condensed Consolidated Financial Statements (Unaudited)

October 31, 2025

April 30, 2026

Note 1 - Nature of Operations and Basis of Presentation

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Mama's Creations, Inc.

(together with its subsidiaries, the “Company,” "we,' "us" or "our"), (formerly known as MamaMancini's Holdings, Inc.

(together with its subsidiaries, the “Company”), (formerly known as MamaMancini's Holdings, Inc.

and Mascot Properties, Inc.) was organized on July 22, 2009 as a Nevada corporation.

1 unchanged sentence

Our subsidiary, MamaMancini’s Inc.

(“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.

(“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.

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The USDA defines "all-natural" as a product that contains no artificial ingredients, coloring ingredients or chemical preservatives and is minimally processed.

Our subsidiary, T&L Acquisition Corp.

("T&L"), is a premier gourmet food manufacturer based in New York.

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

Our subsidiary, T&L Acquisition Corp., is a premier gourmet food manufacturer based in New York.

T&L Acquisition Corp.

does business as T&L Creative Salads (“T&L”) and Olive Branch (“OB”), and 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., based in New York, is a full-service food manufacturer, of value-added proteins and premium ready-to-heat meals.

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.

10 unchanged sentences

The results of operations for any interim period are not necessarily indicative of results for the full year.

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

The accompanying unaudited Condensed Consolidated Financial Statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"), including the instructions to Form 10-Q and Article 10 of Regulation S-X.

7 unchanged sentences

allowance for credit

losses, the fair value of stock-based compensation, inventory reserves, allocation of the purchase price of the acquisition, impairment of goodwill and intangible assets, and estimates for unrealized returns, discounts, and other variable considerations that are netted against revenue.

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.

Making estimates requires management to exercise significant judgment.

3 unchanged sentences

The Company operates in an industry that is subject to intense competition and changes in consumer demand.

The Company’s operations are subject to significant risk and uncertainties including financial and operational risks and the potential risk of business failure.

The Company’s operations are subject to significant risks and uncertainties including financial and operational risks and the potential risk of business failure.

The Company has experienced, and in the future expects to continue to experience, variability in sales and earnings.

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

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

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

The majority of the Company’s cash and cash equivalents are held at one financial institution, which at April 30, 2026, exceeded insured amounts by approximately $ 23.1 million.

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

Accounts Receivable and Allowance for Credit Losses

5 unchanged sentences

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

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

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

The accounts receivable and allowance for credit losses were approximately $ 13.4 million and $ 0.2 million, respectively as of April 30, 2026 as compared to $ 13.3 million and $ 0.2 million, respectively as of January 31, 2026, and $ 8.2 million and $ 0.1 million, respectively as of February 1, 2025.

During the three months ended April 30, 2026 and April 30, 2025, the Company did not write off any accounts deemed uncollectible.

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

5 unchanged sentences

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

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

As of April 30, 2026 and January 31, 2026, the reserve for obsolete inventory was approximately $ 133 thousand and $ 135 thousand, respectively.

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

October 31, 2025 January 31, 2025

April 30, 2026 January 31, 2026

Raw materials and packaging $ 4,776 $ 3,323

19 unchanged sentences

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

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

As of April 30, 2026 and April 30, 2025, there were no impairment losses recognized for goodwill.

Other Intangible Assets

14 unchanged sentences

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.

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

October 31, 2025 January 31, 2025

The Company's financial assets that were accounted for at fair value on a recurring basis as of April 30, 2026 and January 31, 2026 were as follows (in thousands):

April 30, 2026 January 31, 2026

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

1 unchanged sentence

Total $ 23,977 $ — $ — $ 23,977 $ 19,528 $ — $ — $ 19,528

Business Combination

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

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

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

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

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

Research and Development

Research and development is expensed as incurred.

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

Research and development expenses were $ 87 thousand for the three months ended April 30, 2026, compared to $ 73 thousand for the three months ended April 30, 2025.

Revenue Recognition

13 unchanged sentences

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

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

therefore, there are no unsatisfied performance obligations requiring disclosure as of April 30, 2026 and January 31, 2026.

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

For the Three Months Ended

October 31, 2025 October 31, 2024

Gross Sales $ 48,273 $ 32,333

Trade Incentives and Promotions 1,004 810

Net Sales $ 47,269 $ 31,523

For the Nine Months Ended

October 31, 2025 October 31, 2024

April 30, 2026 April 30, 2025

Gross Sales $ 54,616 $ 37,504

2 unchanged sentences

Disaggregation of Revenue from Contracts with Customers.

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

The following table disaggregates gross revenue by significant geographic area for the three months ended April 30, 2026 and 2025 (in thousands):

For the Three Months Ended

October 31, 2025 October 31, 2024

Northeast $ 17,922 $ 8,277

Southeast 10,799 8,763

Midwest 9,874 7,049

West 9,678 8,244

Total gross sales $ 48,273 $ 32,333

For the Nine Months Ended

October 31, 2025 October 31, 2024

April 30, 2026 April 30, 2025

Northeast $ 22,505 $ 9,917

6 unchanged sentences

Costs incurred for producing and communicating advertising for the Company are charged to operations as incurred and are included in selling, general and administrative expenses.

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

Advertising expenses were $ 761 thousand for the three months ended April 30, 2026, compared to $ 814 thousand for the three months ended April 30, 2025 .

St ock-Based Compensation

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

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

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

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

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

The recognition of the compensation expense for

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

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

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

6 unchanged sentences

The Company has granted restricted stock units ("RSUs") that entitle the participant to earn shares of common stock as long as they continuously provide service to the Company through a given date.

The Company values RSUs by multiplying the underlying shares of common stock by the closing stock price on the date of the grant, and the related expense is recognized ratably over the vesting period of the awards.

The Company values RSUs by multiplying

the number of underlying shares of common stock by the closing stock price on the date of the grant, and the related expense is recognized ratably over the vesting period of the awards.

If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service.

6 unchanged sentences

For the Three Months Ended

October 31, 2025 October 31, 2024

April 30, 2026 April 30, 2025

Net income $ 2,057 $ 1,237

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(a) – Anti-dilutive securities excluded — —

For the Nine Months Ended

October 31, 2025 October 31, 2024

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

Effect of dilutive securities:

Diluted net income 3,054 2,111

Weighted average common shares outstanding – basic 38,313 37,373

Dilutive securities (a):

Restricted stock 214 238

Options 29 50

Performance stock awards 1,990 1,600

Weighted average common shares outstanding and assumed conversion – diluted 40,546 39,261

Basic net income per common share $ 0.08 $ 0.06

Diluted net income per common share $ 0.08 $ 0.05

(a) – Anti-dilutive securities excluded — —

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

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

As of April 30, 2026, the Company has approximately 1.6 million performance share units outstanding that are contingently issuable upon achievement of specific 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

In November 2024, the FASB issued ASU No.

2023-07, " Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

" The new guidance is intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

The amendment is effective retrospectively for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

Adoption of this standard led to enhanced segment reporting disclosures but did not impact the Company's results of operations, cash flows, or financial condition.

The Company adopted ASU 2023-07 during the fiscal year ended January 31, 2025.

See Note 13, Segment Information, in the accompanying notes to the Condensed Consolidated Financial Statements for further detail.

In December 2023, the FASB issued ASU No.

2023-09, " Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

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

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

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

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

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

In November 2024, the FASB issued ASU No.

2024-03, " Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures " (Subtopic 220-40):

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The Company is in the process of evaluating the impact that this guidance will have on the Consolidated Financial Statements and related disclosures.

In November 2024, the FASB issued ASU No.

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 of ASU No.

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

In July 2025, the FASB issued ASU No.

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

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

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

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

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

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

Note 3 – Acquisition:

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

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

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

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

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

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

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

valuation studies.

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

Assets acquired:

Accounts receivable $ 3,725

Prepaid expenses and other current assets 37

Inventory 1,336

Property and equipment 12,452

Intangible assets 1,273

Total assets acquired $ 19,637

Liabilities assumed:

Accrued expenses and other current liabilities $ 2,137

Total liabilities assumed $ 2,137

Net assets acquired $ 17,500

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

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

Goodwill represents the value of the acquired workforce.

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

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

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

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

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

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

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

2025 2024 2025 2024

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

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

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 – Property Plant and Equipment, Net:

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

October 31, 2025 January 31, 2025

Property plant and equipment, net, on April 30, 2026 and January 31, 2026 were as follows (in thousands):

April 30, 2026 January 31, 2026

Machinery and Equipment $ 18,640 $ 18,549

4 unchanged sentences

Total $ 19,122 $ 20,108

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

Depreciation expense was approximately $ 1.2 million for the three months ended April 30, 2026, compared to $ 554 thousand for the three months ended April 30, 2025.

Note 4 – Intangible Assets, Net

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

Intangible assets, net, consisted of the following at April 30, 2026 (dollars in thousands):

Amount Accumulated

2 unchanged sentences

Customer relationships $ 7,691 $ ( 5,030 ) $ 2,661 2.44

Tradename and trademarks 79 ( 79 ) — 0.00

Tradenames and trademarks 79 ( 79 ) — 0.00

Total intangible assets $ 7,770 $ ( 5,109 ) $ 2,661

4 unchanged sentences

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

Tradename and trademarks 79 ( 79 ) — 0.00

Tradenames and trademarks 79 ( 79 ) — 0.00

Total intangible assets $ 7,770 $ ( 4,680 ) $ 3,090

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

Amortization expense was approximately $ 429 thousand for the three months ended April 30, 2026, compared to $ 370 thousand for the three months ended April 30, 2025.

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

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

October 31, 2025 January 31, 2025

April 30, 2026 January 31, 2026

Trade accounts payable $ 11,004 $ 10,974

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Upon consummation of the acquisition of the T&L Creative Salads business in December 2021, the Company executed a $ 3 million promissory note with the sellers, which consist of Anthony Morello, Jr., President of Creative Salads and Olive Branch, as well as individuals related to Mr.

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

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

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

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

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 April 30, and January 31, 2026, there was no outstanding balance under the note.

Interest expense related to this note was approximately $ 0 for the three months ended April 30, 2026, compared to $ 7 thousand for the three months ended April 30, 2025.

On June 28, 2023, the Company completed the acquisition of 100 % of Chef Inspirational Foods, LLC, in accordance with the terms of the Membership Interest Purchase Agreement dated June 28, 2023 by and among the Company, Siegel Suffolk Family, LLC, and R&I Loeb Family, LLC (the “Sellers”) for approximately $ 3.7 million, including approximately $ 1 million in cash at closing and a $ 2.7 million promissory note (the "CIF Acquisition").

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.

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

As of April 30, 2026 and January 31, 2026, there was no balance outstanding on this note.

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

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The exercise of optional renewal is uncertain and, therefore, excluded from the calculation of the right of use asset.

Rent expense and other ancillary charges pursuant to the lease for the three and nine months ended October 31, 2025 were approximately $ 84 thousand and $ 251 thousand, respectively, compared to $ 81 thousand and $ 240 thousand for the three and nine months ended October 31, 2024, respectively.

Rent expense and other ancillary charges pursuant to the lease was approximately $ 84 thousand for both the three months ended April 30, 2026 and April 30, 2025.

Note 7 – Loan and Security Agreements

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

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

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

The Company is party to an Amended and Restated Loan and Security Agreement (the “Credit Agreement”) with M&T Bank (“M&T”), which provides an up to $ 5.5 million working capital line of credit through a maturity date of November 28, 2028.

The principal outstanding, if any, 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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(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 October 31, and January 31, 2025.

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 April 30, 2026 and January 31, 2026.

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

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

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

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

There were no outstanding balances on the line of credit as of April 30, 2026 or January 31, 2026.

During the three months ended April 30, 2026 and April 30, 2025, the Company incurred no interest on the working capital line.

The Com pany was party to a loan with M&T for an original principal amount of $ 7.5 million, that was originated in December 2021 and subsequently repaid, payable in equal monthly principal installments over a 60 -month amortization period (the “T&L Note”).

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

The 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:

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

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

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

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

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

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

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

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

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

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

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

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

The Company repaid the T&L Note in full during the year ended January 31, 2026 .

During the three months ended April 30, 2025, the Company incurred interest of approximately $ 47 thousand.

On October 1, 2025, the Company converted the approximately $ 5.9 million balance remaining under a non-revolving line of credit with M&T into a promissory note, which is payable in equal monthly principal installments over a 60 -month amortization period (the “Crown Note”).

All of the proceeds of the initial draw under the non-revolving line of credit were used to fund a portion of the consideration for the acquisition of the Crown 1 business.

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;

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

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

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

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

During the three months ended April 30, 2026, the Company incurred interest expense of approximately $ 85 thousand under the Crown Note.

Note 8 – Concentrations

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

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

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

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

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

For the three months ended April 30, 2026, one customer accounted for approximately 39 % of gross revenue.

For the three months ended April 30, 2025, two customers accounted for approximately 36 % and 27 % of gross revenue, respectively.

As of April 30, 2026, one customer represented approximately 27 % of the total gross outstanding receivables.

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

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

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

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

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

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Forfeited - $ -

Outstanding – October 31, 2025 445,529 $ 5.12

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

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

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

Outstanding – April 30, 2026 501,948 $ 7.29

During the three months ended April 30, 2026, the Company recognized stock-based compensation expense related to restricted stock units of an aggregate of approximately $ 242 thousand, compared to approximately $ 152 thousand for the three months ended April 30, 2025.

The restricted stock expense was recorded to selling, general and administrative expenses or costs of sales depending on the nature of the related recipient's expense on the Condensed Consolidated Statements of Operations.

As of April 30, 2026, there was unrecognized stock-based compensation expense of approximately $ 2.7 million related to future vesting of restricted stock units.

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

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Expired/forfeited - $ -

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

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

Outstanding – April 30, 2026 71,306 $ 4.79 7.36 $ 670

Exercisable – April 30, 2026 12,935 $ 7.57 8.40 $ 257

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

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If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service.

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

For the three months ended April 30, 2026, the Company recognized stock-based compensation expense related to options of approximately $ 19 thousand, compared to approximately $ 22 thousand for the three months ended April 30, 2025.

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

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

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

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

At April 30, 2026, there was unrecognized stock-based compensation expense related to the issuance of options of approximately $ 90 thousand.

Performance Stock Units

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

The 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, 2026 3,742,740 $ 4.55 1.98

Granted 102,150 $ 14.69

Forfeited - $ -

Outstanding at April 30, 2026 3,844,890 $ 4.81 2.01

(a) The outstanding PSUs for which the vesting period has not ended as of April 30, 2026, at the maximum award level.

During the three months ended April 30, 2026, the Company granted to its Chief Executive Officer PSUs with a target payout of 68,600 shares of common stock.

The PSU award is eligible to vest and settle into between 50 % and 150 % of the target shares based on the Company's actual performance against threshold, target, and maximum adjusted EBITDA.

The PSUs were valued at approximately $ 600 thousand.

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

revenue targets.

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

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

The PSUs had a target value of approximately $ 1 million.

No outstanding PSUs vested in the three months ended April 30, 2026.

During the three months ended April 30, 2026, the Company recognized stock-based compensation expense related to PSUs of approximately $ 320 thousand, compared to approximately $ 131 thousand for the three months ended April 30, 2025.

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

Equity issuances

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

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

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

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

On May 15, 2024, the Company entered into a Settlement Agreement with directors Steven Burns, Alfred D’Agostino, Dean Janeway and Thomas Toto, relating to certain options purported to have been granted by the Company in 2018 and 2019 (the "Purported Options") under prior management that exceeded the availability under the Company’s equity plan at the time of the purported grants.

In exchange for a release of any and all claims or rights related to the Purported Options, the Company agreed to issue each of the directors a payment of approximately $ 113 thousand and approximately 17 thousand shares of common stock.

In connection with the Settlement Agreement and the issuance of the shares, the Company incurred a one-time charge of approximately $ 900 thousand within selling, general and administrative expense in the three months ended April 30, 2024.

During the three months ended April 30, 2026, the Company issued 7,200 shares of common stock of the Company, valued at approximately $ 105 thousand, for employee compensation.

Note 10 - Commitments and Contingencies

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

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

The Company incurred approximately $ 300 thousand of royalty expenses for the three months ended April 30, 2026, compared to $ 357 thousand for the three months ended April 30, 2025.

Royalty expenses are included in selling, general and administrative expenses on the Condensed 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.

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

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.

No such liability was recognized for these arrangements during the period.

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This determination generally depends on whether the arrangement conveys the right to control the use of an identified fixed asset explicitly or implicitly for a period of time in exchange for consideration.

Effective February 1, 2025, the Company amended and extended its lease for 25 Branca Road, East Rutherford, NJ.

The amended lease expands the space available to the Company, has a monthly rent starting at approximately $ 73 thousand, increasing over time 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 amendment, the Company recognized a right-of-use ("ROU") asset and corresponding lease liability of approximately $ 4.2 million.

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

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

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

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

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

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

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

October 31, 2025 October 31, 2024

April 30, 2026 April 30, 2025

Cash paid for amounts included in the measurement of lease liabilities

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

October 31, 2025 January 31, 2025

April 30, 2026 January 31, 2026

Weighted average remaining lease term (in years)

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Finance leases 8.03 % 8.00 %

Supplemental balance sheet information related to leases was as follows (in thousands):

April 30, 2026 January 31, 2026

Operating Leases

Operating lease ROU assets $ 7,438 $ 7,877

Current operating lease liabilities, included in current liabilities $ 1,743 $ 1,690

Non-current operating lease liabilities, included in long-term liabilities 5,743 6,204

Total operating lease liabilities $ 7,486 $ 7,894

Finance Leases

Property and equipment at cost $ 1,853 $ 1,853

Accumulated depreciation ( 861 ) ( 780 )

Property and equipment, net $ 992 $ 1,073

Current obligations of finance lease liabilities, included in current liabilities $ 327 $ 321

Finance leases, net of current obligations, included in long-term liabilities 794 878

Total finance lease liabilities $ 1,121 $ 1,199

Maturities of lease liabilities for each of the succeeding fiscal years are as follows (in thousands):

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Note 12 - Income Tax Provision

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

The Company’s effective tax rate for the three months ended April 30, 2026 was 21.9 %.

Differences from the statutory rate primarily relate to state taxes.

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

As of April 30, 2026, and January 31, 2026, the net deferred tax liability was approximately $ 530 thousand and $ 813 thousand, respectively.

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

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Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

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

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

There was no valuation allowance on the Company's deferred tax assets as of April 30, 2026 or January 31, 2026.

The Company evaluated the provisions of ASC 740, " Accounting for 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.

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Note 13 - Segment Information

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

For the three months ended April 30, 2026 and April 30, 2025 the Company was managed as a single operating segment.

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

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

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

Segment reporting for the three months ended April 30, (in thousands):

For the Three Months Ended

October 31, 2025 October 31, 2024

Net sales $ 47,269 $ 31,523

Costs of sales 36,133 24,410

Gross profit 11,136 7,113

Research and development 80 155

Direct Variable Costs (b)

Other selling, general, and administrative expenses 7,259 4,413

Total operating expenses 10,313 6,550

Income from operations 823 563

Interest expense ( 156 ) ( 120 )

Interest income 79 37

Amortization of debt discount ( 20 ) ( 3 )

Other income — 61

Income tax expense ( 186 ) ( 128 )

Segment net income 540 410

Reconciliation of profit

Adjustments and reconciling items — —

Consolidated net income $ 540 $ 410

For the Nine Months Ended

October 31, 2025 October 31, 2024

April 30, 2026 April 30, 2025

Net sales $ 52,766 $ 35,255

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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-Q

Item 1. Financial Statements