What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-09-03 compared with 2026-06-08 · 160 added, 89 removed, 512 unchanged (33% of the section changed)

3 unchanged sentences

(In thousands, except share and per share data)

April 30, 2026 January 31, 2026

July 31, 2026 January 31, 2026

Current Assets:

36 unchanged sentences

250,000,000 shares authorized;

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

47,375,000 and 40,887,000 shares issued as of July 31, and January 31, 2026, respectively, 47,145,000 and 40,657,000 shares outstanding as of July 31, and January 31, 2026, respectively

Additional paid-in capital 157,484 47,320

4 unchanged sentences

Total Liabilities and Stockholders’ Equity $ 201,428 $ 85,698

See accompanying notes to the Condensed Consolidated Financial Statements.

See accompanying notes to the unaudited Condensed Consolidated Financial Statements.

Mama’s Creations, Inc.

2 unchanged sentences

For the Three Months Ended

July 31, For the Six Months Ended

2026 2025 2026 2025

Net sales $ 54,582 $ 35,203 $ 107,348 $ 70,458

10 unchanged sentences

Amortization of debt discount ( 12 ) ( 3 ) ( 23 ) ( 6 )

Total other expenses ( 30 ) ( 61 )

Total other income (expenses) 312 ( 55 ) 282 ( 116 )

Net income before income tax provision 3,304 1,645 5,938 3,162

7 unchanged sentences

– diluted 45,319 39,744 44,334 39,708

See accompanying notes to the Condensed Consolidated Financial Statements.

See accompanying notes to the unaudited Condensed Consolidated Financial Statements.

Mama’s Creations, Inc.

1 unchanged sentence

(in thousands)

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

For the Period from February 1, 2026 through July 31, 2026

Preferred Stock Series B Preferred Stock Common Stock Treasury Stock Additional

6 unchanged sentences

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

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

Stock-based compensation - - - - 23 - - - 874 - 874

Exercise of stock options - - - - 33 - - - 48 - 48

Net proceeds from issuance of common stock - - - - 6,389 - - - 108,557 - 108,557

Net income - - - - - - - - - 2,565 2,565

Balance, July 31, 2026 - - - - 47,375 - ( 230 ) ( 150 ) 157,484 10,072 167,406

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

Preferred Stock Series B

6 unchanged sentences

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

See accompanying notes to the Condensed Consolidated Financial Statements.

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

See accompanying notes to the unaudited Condensed Consolidated Financial Statements.

Mama’s Creations, Inc.

1 unchanged sentence

(in thousands)

For the Three Months Ended April 30,

For the Six Months Ended July 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

19 unchanged sentences

Repayment of debt ( 589 ) ( 891 )

Net proceeds from issuance of common stock 108,557 -

Repayment of finance lease obligations ( 157 ) ( 193 )

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

Proceeds from exercise of stock options 48 37

Net Cash Provided by (Used in) Financing Activities 107,859 ( 1,047 )

Net Increase in Cash 118,666 2,234

7 unchanged sentences

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

Payment of related party debt $ - $ 1,500

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

1 unchanged sentence

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

See accompanying notes to the Condensed Consolidated Financial Statements.

See accompanying notes to the unaudited Condensed Consolidated Financial Statements.

Mama’s Creations, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

April 30, 2026

July 31, 2026

Note 1 - Nature of Operations and Basis of Presentation

14 unchanged sentences

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.

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.

27 unchanged sentences

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

The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the grocery industry, (ii) general economic conditions in the various local markets in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices pertaining to food and beverages in connection with the Company’s distribution of the product.

The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the food industry, (ii) general economic conditions in the various local markets in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices pertaining to food and beverages in connection with the Company’s distribution of the product.

These factors, among others, make it difficult to project the Company’s operating results on a consistent basis.

1 unchanged sentence

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 April 30, 2026, exceeded insured amounts by approximately $ 23.1 million.

Cash equivalents are carried at amortized cost, which approximates fair value due to their short-term nature.

The majority of the Company’s cash and cash equivalents are held at one financial institution, which at July 31, 2026, exceeded insured amounts by approximately $ 137.6 million.

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

6 unchanged sentences

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

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 accounts receivable and allowance for credit losses were approximately $ 13.1 million and $ 0.2 million, respectively as of July 31, 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 and six months ended July 31, 2026 and July 31, 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”).

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

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

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

The cost of finished goods inventories includes ingredients, direct labor, freight-in for ingredients, and indirect production and overhead costs.

2 unchanged sentences

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

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

As of July 31, 2026 and January 31, 2026, the reserve for obsolete inventory was approximately $ 127 thousand and $ 135 thousand, respectively.

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

April 30, 2026 January 31, 2026

July 31, 2026 January 31, 2026

Raw materials and packaging $ 3,516 $ 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 April 30, 2026 and April 30, 2025, there were no impairment losses recognized for goodwill.

As of July 31, 2026 and July 31, 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 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

Cash equivalents $ 23,977 $ — $ — $ 23,977 $ 19,528 $ — $ — $ 19,528

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

Research and Development

Research and development is expensed as incurred.

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.

Research and development expenses were $ 94 thousand and $ 181 thousand for the three and six months ended July 31, 2026, respectively, compared to $ 55 thousand and $ 128 thousand for the three and six months ended July 31, 2025, respectively.

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 April 30, 2026 and January 31, 2026.

therefore, there are no unsatisfied performance obligations requiring disclosure as of July 31, 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

April 30, 2026 April 30, 2025

July 31, 2026 July 31, 2025

Gross Sales $ 56,464 $ 36,003

1 unchanged sentence

Net Sales $ 54,582 $ 35,203

For the Six Months Ended

July 31, 2026 July 31, 2025

Gross Sales $ 111,080 $ 73,507

Trade Incentives and Promotions 3,732 3,049

Net Sales $ 107,348 $ 70,458

Disaggregation of Revenue from Contracts with Customers.

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

The following table disaggregates gross revenue by significant geographic area for the three and six months ended July 31, 2026 and 2025 (in thousands):

For the Three Months Ended

April 30, 2026 April 30, 2025

July 31, 2026 July 31, 2025

Northeast $ 20,275 $ 8,678

3 unchanged sentences

Total gross sales $ 56,464 $ 36,003

For the Six Months Ended

July 31, 2026 July 31, 2025

Northeast $ 42,780 $ 18,581

Southeast 26,173 17,706

Midwest 23,021 19,989

West 19,106 17,231

Total gross sales $ 111,080 $ 73,507

Costs of Sales

1 unchanged sentence

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

Advertising expenses were $ 590 thousand and $ 1.4 million for the three and six months ended July 31, 2026, respectively, compared to $ 709 thousand and $ 1.5 million for the three and six months ended July 31, 2025, respectively .

St ock-Based Compensation

12 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 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.

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

April 30, 2026 April 30, 2025

July 31, 2026 July 31, 2025

Net income $ 2,565 $ 1,277

10 unchanged sentences

(a) – Anti-dilutive securities excluded — —

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.

For the Six Months Ended

July 31, 2026 July 31, 2025

Net income attributable to common stockholders 4,622 2,514

Effect of dilutive securities:

Diluted net income $ 4,622 $ 2,514

Weighted average common shares outstanding – basic 41,717 37,643

Dilutive securities (a):

Restricted stock 360 323

Options 20 52

Performance stock awards 2,237 1690

Weighted average common shares outstanding and assumed conversion – diluted 44,334 39,708

Basic net income per common share $ 0.11 $ 0.07

Diluted net income per common share $ 0.10 $ 0.06

(a) – Anti-dilutive securities excluded — —

As of July 31, 2026, the Company has approximately 1.7 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.

18 unchanged sentences

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.

The Company adopted this ASU during the fiscal year ended January 31, 2026 on a prospective basis.

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

7 unchanged sentences

Note 3 – Property Plant and Equipment, Net:

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

April 30, 2026 January 31, 2026

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

July 31, 2026 January 31, 2026

Machinery and Equipment $ 19,165 $ 18,549

4 unchanged sentences

Total $ 18,857 $ 20,108

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.

Depreciation expense was approximately $ 1.1 million and $ 2.3 million for the three and six months ended July 31, 2026, respectively, compared to $ 0.6 million and $ 1.1 million for the three and six months ended July 31, 2025, respectively.

Note 4 – Intangible Assets, Net

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

Intangible assets, net, consisted of the following at July 31, 2026 (dollars in thousands):

Amount Accumulated

11 unchanged sentences

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

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.

Amortization expense was approximately $ 440 thousand and $ 869 thousand for the three and six months ended July 31, 2026, respectively, compared to $ 381 thousand and $ 751 thousand for the three and six months ended July 31, 2025, respectively.

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

3 unchanged sentences

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

April 30, 2026 January 31, 2026

July 31, 2026 January 31, 2026

Trade accounts payable $ 15,248 $ 10,974

3 unchanged sentences

Other accrued expenses 418 905

Accrued income taxes 191 —

Total accounts payable and accrued expenses $ 20,525 $ 17,800

2 unchanged sentences

Upon consummation of the acquisition of the T&L Creative Salads business in December 2021, the Company executed a $ 3.0 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 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.

The promissory note required 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 July 31, and January 31, 2026, there was no outstanding balance under the note.

Interest expense related to this note was $ 0 for the three and six months ended July 31, 2026, compared to $ 7 thousand for both the three and six months ended July 31, 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 $ 1.0 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 (which was made during the year ended January 31, 2026).

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

As of July 31, 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.

3 unchanged sentences

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 was approximately $ 84 thousand for both the three months ended April 30, 2026 and April 30, 2025.

Rent expense and other ancillary charges pursuant to the lease were approximately $ 83 thousand and $ 167 thousand for the three

and six months ended July 31, 2026, respectively, compared to $ 84 thousand and $ 168 thousand for the three and six months ended July 31, 2025.

Note 7 – Loan and Security Agreements

7 unchanged sentences

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.

The Company was in compliance with the covenants as of July 31, 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 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).

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.

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

During the three and six months ended July 31, 2026 and July 31, 2025, the Company incurred no interest on the working capital line.

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”).

6 unchanged sentences

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.

As of July 31, 2026, the outstanding balance and unamortized discount of the Crown Note was approximately $ 5.0 million and $ 193 thousand, respectively.

As of January 31, 2026, the outstanding balance and unamortized discount of the Crown Note was approximately $ 5.6 million and $ 216 thousand, respectively.

During the three and six months ended July 31, 2026, the Company incurred interest expense on this note of approximately $ 77 thousand and $ 162 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).

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

During the three and six months ended July 31, 2025, the Company incurred interest of approximately $ 39 thousand and $ 87 thousand, respectively.

Note 8 – Concentrations

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.

For the three months ended July 31, 2026, three customers accounted for approximately 39 %, 11 %, and 11 % of gross revenue.

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

For the six months ended July 31, 2026, two customers accounted for approximately 39 % and 11 % of gross revenue.

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

As of July 31, 2026, two customers represented approximately 24 % and 14 % of the total gross outstanding receivables.

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

9 unchanged sentences

Forfeited ( 3,521 ) $ 6.66

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.

Outstanding – July 31, 2026 481,892 $ 7.44

During the three and six months ended July 31, 2026, the Company recognized stock-based compensation expense related to restricted stock units of an aggregate of approximately $ 341 thousand and $ 583 thousand respectively, compared to approximately $ 184 thousand and $ 334 thousand for the three and six months ended July 31, 2025, respectively.

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.

As of July 31, 2026, there was unrecognized stock-based compensation expense of approximately $ 2.5 million related to future vesting of restricted stock units.

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

8 unchanged sentences

Expired/forfeited - $ -

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

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

Outstanding – July 31, 2026 38,806 $ 7.57 8.15 $ 421

Exercisable – July 31, 2026 12,935 $ 7.57 8.15 $ 140

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

1 unchanged sentence

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 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.

For the three and six months ended July 31, 2026, the Company recognized stock-based compensation expense related to options of approximately $ 18 thousand and $ 37 thousand respectively, compared to approximately $ 21 thousand and $ 43 thousand for the three and six months ended July 31, 2025, respectively.

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

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

At July 31, 2026, there was unrecognized stock-based compensation expense related to the issuance of options of approximately $ 73 thousand.

Performance Stock Units

6 unchanged sentences

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 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.

Outstanding at July 31, 2026 3,956,976 $ 5.10 1.81

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

During the six months ended July 31, 2026, the Company granted to each of its executive officers and other employees PSUs with an aggregate target payout of 142,824 shares of common stock.

Each 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.

Adjusted EBITDA represents net income before interest expense (income), income tax expense, depreciation and amortization stock-based compensation expense, and any other non-recurring expenses.

The PSUs had aggregate target payout values of approximately $ 2 million on their respective dates of grant.

No outstanding PSUs vested in the three and six months ended July 31, 2026.

During the three and six months ended July 31, 2026, the Company recognized stock-based compensation expense related to PSUs of approximately $ 514 thousand and $ 834 thousand, respectively, compared to approximately $ 307 thousand and $ 131 thousand for the three and six months ended July 31, 2025, respectively.

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

Equity issuances

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.

During the six months ended July 31, 2026, the Company issued 7,200 shares of common stock of the Company, valued at approximately $ 105 thousand, for employee compensation.

All of the issuance were pursuant to awards granted under the 2021 Incentive Stock and Award Plan.

On July 1, 2026, the Company completed the issuance and sale of 5,555,556 shares of common stock at a price to the public of $ 18.00 per share, resulting in initial gross proceeds of approximately $ 100 million.

The issuance and sales were pursuant to an underwritten public offering led by William Blair & Company, L.L.C., and D.A.

Davidson & Co.

On July 9, 2026, the underwriters exercised their overallotment option in full, resulting in the issuance of an additional 833,333 shares of common stock for gross proceeds of approximately $ 15 million.

After deducting offering expenses of approximately $ 6.4 million, the Company received net proceeds of approximately $ 108.6 million.

The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.

The Company may also use a portion of the proceeds for the acquisition of businesses or other assets that the Company believes are complementary to its business, although the Company currently has no agreements or commitments with respect to any such transaction.

The Company recorded the proceeds from the issuances of common stock, net of related issuance costs, as an increase to additional paid-in capital.

The issuances of the shares resulted in corresponding increases in cash and cash equivalents.

Note 10 - Commitments and Contingencies

4 unchanged sentences

On March 1, 2010, the Company was assigned a Development and License agreement, dated January 1, 2009, with Daniel Dougherty (the “License Agreement”).

Under the terms of the License Agreement, the royalty rate payable by the Company is 6 % of net sales up to $ 500 thousand of net sales (as defined in the agreement) for each year under the License Agreement;

Under the terms of the License Agreement, the royalty rate payable by the

Company is 6 % of net sales up to $ 500 thousand of net sales (as defined in the agreement) for each year under the License Agreement;

4 % of net sales from $ 500 thousand up to $ 2.5 million of net sales for each year under the License Agreement;

2 unchanged sentences

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

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.

The Company incurred approximately $ 152 thousand and $ 452 thousand of royalty expenses for the three and six months ended July 31, 2026 respectively, compared to $ 126 thousand and $ 483 thousand for the three and six months ended July 31, 2025, respectively.

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

11 unchanged sentences

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

April 30, 2026 April 30, 2025

July 31, 2026 July 31, 2025

Cash paid for amounts included in the measurement of lease liabilities

1 unchanged sentence

Financing cash flows from finance leases $ 157 $ 193

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

April 30, 2026 January 31, 2026

The following table shows the weighted-average lease term and weighted-average discount rate for the Company's right-of-use ("ROU") lease assets:

July 31, 2026 January 31, 2026

Weighted average remaining lease term (in years)

5 unchanged sentences

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

April 30, 2026 January 31, 2026

July 31, 2026 January 31, 2026

Operating Leases

22 unchanged sentences

Note 12 - Income Tax Provision

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

The Company’s effective tax rate for the three and six months ended July 31, 2026 was 22.4 % and 22.2 % respectively.

Differences from the statutory rate primarily relate to state taxes.

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

As of July 31, 2026, and January 31, 2026, the net deferred tax liability was approximately $ 581 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.

1 unchanged sentence

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 April 30, 2026 or January 31, 2026.

There was no valuation allowance on the Company's deferred tax assets as of July 31, 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.

5 unchanged sentences

Note 13 - Segment Information

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

For the three and six months ended July 31, 2026 and July 31, 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.

1 unchanged sentence

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

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

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

For the Three Months Ended

April 30, 2026 April 30, 2025

July 31, 2026 July 31, 2025

Net sales $ 54,582 $ 35,203

9 unchanged sentences

Amortization of debt discount ( 12 ) ( 3 )

Other income — —

Income tax expense ( 739 ) ( 368 )

3 unchanged sentences

Consolidated net income $ 2,565 $ 1,277

For the Six Months Ended

July 31, 2026 July 31, 2025

Net sales $ 107,348 $ 70,458

Costs of sales 81,844 52,503

Gross profit 25,504 17,955

Research and development 181 128

Direct Variable Costs (b)

Other selling, general, and administrative expenses 13,122 10,124

Total operating expenses 19,848 14,677

Income from operations 5,656 3,278

Interest expense ( 209 ) ( 165 )

Interest income 514 55

Amortization of debt discount ( 23 ) ( 6 )

Income tax expense ( 1,316 ) ( 648 )

Segment net income 4,622 2,514

Reconciliation of profit

Adjustments and reconciling items — —

Consolidated net income $ 4,622 $ 2,514

(a) The significant expense categories and amounts align with the information that is regularly provided to the Chief Operating Decision Maker.

1 unchanged sentence

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