UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 331, 2024

Mama’s Creations, Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada

001-40597

27-0607116

(State or Other Jurisdiction

of Incorporation)

(Commission

File No.)

(I.R.S. Employer

Identification No.)

25 Branca Road, East Rutherford, NJ		07073
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (201) 532-1212


(Former name, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.00001 par value per share		MAMA		NASDAQ

Item 51.0701. ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

On July 31, 2024, Mama’s Creations, Inc. (the “Company”) ~~held~~and certain of its ~~Annual~~subsidiaries ~~Meeting~~entered into the Amendment to Credit Agreement (the “Amendment”) with M&T Bank, amending the Company’s existing Credit Agreement and related Multiple Disbursement Term Loan (the “Term Loan”), and Amended and Restated Revolving Line Note (the “Revolver”), each dated as of ~~Shareholders~~October on26, 2022, as amended July 318, ~~2024~~2023(as amended, the “Amended Credit Facility”). AtThe Amendment extends the ~~meeting~~maturity date of the Revolver from October 31, 2025 to November 30, 2027, and modifies the ~~Company’s~~fixed charge coverage ratio covenant to ~~shareholders~~permit ~~voted~~up to $3.5 million of unfunded capital expenditures that will not be deducted from “EBITDA” in the coverage ratio calculations through April 30, 2025. The Amendment also adds a covenant requiring the Company to maintain a balance on the ~~following~~Revolver of ~~matters:~~no more than $2 million for at least one month during the Company’s fiscal year and removes LIBOR interest rate elections.

1.The ~~Election~~Amended Credit Facility continues to provide for loans and letters of ~~eight~~credit ~~directors~~up to $5.5 million under the ~~Company’s~~Revolver, ~~Board~~and ofthe ~~Directors~~existing Term ~~for~~Loan. ~~terms~~All ~~expiring~~other atrights and obligations under the ~~Annual~~Amended ~~Meeting~~Credit inFacility remain substantially the ~~year~~same ~~2025~~and are unconditionally guaranteed by the Company and certain of its subsidiaries.

Nominee	Votes For	Withheld	Broker Non-Votes
Alfred D’Agostino	15,067,082	7,178,855	7,311,708
Lynn Blake	22,087,682	158,255	7,311,708
Steve Burns	15,229,392	7,016,545	7,311,708
Meghan Henson	21,853,239	392,668	7,311,738
Dean Janeway	14,049,323	8,196,614	7,311,708
Adam L Michaels	21,912,923	333,014	7,311,708
Shirley Romig	21,634,036	611,892	7,311,708
Thomas Toto	15,075,225	7,170,712	7,311,708

The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, a copy of which is attached as Exhibit 10.1 hereto and is hereby incorporated by reference herein.

Item 2. ~~Ratify~~03. ~~the~~Creation ~~Audit Committee’s appointment~~ of ~~Rosenberg~~a ~~Rich~~Direct ~~Baker~~Financial ~~Berman~~Obligation ~~and~~or ~~Company,~~an ~~Certified~~Obligation ~~Public~~under ~~Accountants~~an asOff-Balance ~~the~~Sheet ~~Company’s independent~~Arrangement ~~registered~~of ~~public~~a ~~accounting firm for the year ending January 31, 2025~~Registrant.

Votes For				Votes Against				Abstentions				Broker Non-Votes
	29,401,116				93,445				63,083				1

The information described above under “Item 1.01 Entry into a Material Definitive Agreement” is hereby incorporated by reference into this Item 2.03.

~~3. Advisory,~~Item ~~non-binding vote to approve executive compensation~~9.01. Exhibits

Votes For				Votes Against				Abstentions				Broker Non-Votes
	19,045,718				3,153,761				46,449				7,311,717

(d) Exhibits

4. Advisory, non-binding vote on the frequency of future advisory votes to approve executive compensation.

Exhibit Number		Description
10.1		Amendment to M&T Credit Agreement, dated as of July 31, 2024.
10.2		M&T Credit Agreement, dated as of October 26, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Every Year				Every 2 Years				Every 3 Years				Abstain				Broker Non-Votes
	21,632,484				113,456				445,292				54,706				7,311,707

After considering the shareholders’ advisory vote results, the Company has determined that it will continue to hold say-on-pay votes annually.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Mama’s Creations, Inc.
By:	/s/ Adam L. Michaels
Name:	Adam L. Michaels
Title:	Chief Executive Officer
Dated: July 9, 2024
Dated: August 5, 2024

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