UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(Dd) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended: ~~October~~April 3130, ~~2024~~2025

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(Dd) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from ___________ to ____________

Commission File Number: 001-40597

Mama’s Creations, Inc.

(Exact name of Registrant as specified in its charter)


Nevada			27-0607116
(State or other jurisdiction of incorporation)			(IRS Employer ID No.)

25 Branca Road

East Rutherford, NJ 07073

(Address of principal executive offices and zip Code)

(201) 531-1212

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on which registered

Common Stock, par value $0.00001

MAMA

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company, or an emerging growth company.. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act:

Large accelerated filer o Accelerated filer ox Non-accelerated filer xo Smaller reporting company xo Emerging Growth Company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of ~~December~~June 162, ~~2024~~2025, there were 37,~~586~~610,~~897~~665 shares of the registrant’s common stock outstanding.

Table of Contents

TABLE OF CONTENTS

		Page
	Cautionary Statement Regarding Forward-Looking Statements	1
	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements.	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	2
	Condensed Consolidated Balance Sheets as of April 30, 2025 (unaudited) and January 31, 2025	2
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	6
	Condensed Consolidated Statements of Operations for the Three Months Ended April 30, 2025 and 2024 (unaudited)	3
Item 4.	Controls and Procedures.	6
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended April 30, 2025 and 2024 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended April 30, 2025 and 2024 (unaudited)	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	24
Item 4.	Controls and Procedures.	25
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	727
Item 1A.	Risk Factors.	727
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	727
Item 3.	Defaults Upon Senior Securities.	727
Item 4.	Mine Safety Disclosures.	727
Item 5.	Other Information.	727
Item 6.	Exhibits.	828
Signatures		929

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this report are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Exchange Act. The forward-looking statements involve substantial risks and uncertainties. All statements, other than statements related to present facts or current conditions or of historical facts, contained in this report, including statements regarding our strategy, future operations, future financial position, future revenues, and projected costs, prospects, plans and objectives of management, are forward-looking statements. Accordingly, these statements involve estimates, assumptions and uncertainties which could cause actual results to differ materially from those expressed in them. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” or the negative of these terms or other comparable terminology are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

Forward-looking statements are not guarantees of future performance and our actual results could differ materially from the results discussed in the forward-looking statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include:

•the impacts of public health emergencies, such as the COVID-19 pandemic, on our business, financial condition and results of operations, and our inability to mitigate such impacts;

•the adequacy of our liquidity to pursue our business objectives;

•reliance on a limited number of customers;

•loss or retirement of key executives, including prior to identifying a successor;

•adverse economic conditions or intense competition;

•pricing pressures in the market and lack of control over the pricing of raw materials and freight;

•entry of new competitors and products;

•adverse federal, state and local government regulation (including, but not limited to, the Food and Drug Administration);

•liability related to the consumption of our products;

•ability to secure placement of our products in key retail locations;

•wage and price inflation;

•maintenance of quality control; and

•issues related to the enforcement of our intellectual property rights.

For more information regarding these risks and uncertainties as well as certain additional risks that we face, you should refer to “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K, and to subsequent reports filed from time to time with the SEC. We caution you not to place undue reliance on these forward-looking statements, which are current only as of the date on which we issued this report. We do not intend to, and we disclaim any duty or obligation to, update or revise any forward-looking statements to reflect new information or future events or for any other reason.

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

~~MAMA’S CREATIONS, INC.~~1

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2024

			Page(s)
Condensed Consolidated Balance Sheets as of October 31, 2024 (unaudited) and January 31, 2024			F-2
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended October 31, 2024 and 2023 (unaudited)			F-3
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended October 31, 2024 and 2023 (unaudited)			F-4
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended October 31, 2024 and 2023 (unaudited)			F-8
Notes to Condensed Consolidated Financial Statements (unaudited)			F-9

F-1

Table of Contents

Mama’s Creations, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

	October 31, 2024		January 31, 2024
	April 30, 2025		January 31, 2025
	(Unaudited)
Assets:
Current Assets:
Cash and cash equivalents	$	912,~~319~~011	$	117,~~022~~150
Accounts receivable, net	85,~~567~~805		78,~~859~~131
Inventories, net	35,~~190~~287		34,~~310~~817
Prepaid expenses and other current assets	~~929~~1,124		1,~~375~~779
Total Current Assets	2224,~~005~~227		2321,~~566~~877
Property, plant, and equipment, net	9,~~849~~446		49,~~436~~387
Intangible assets, net	3,~~822~~067		43,~~979~~436
Goodwill	8,633		8,633
Operating lease right of use assets, net	36,~~080~~788		23,~~889~~376
Deferred tax asset	~~413~~469		~~503~~258
Deposits	95		95
Total Assets	$	4752,~~897~~725	$	4547,~~101~~062
Liabilities and Stockholders’ Equity:
Liabilities:
Current Liabilities:
Accounts payable and accrued expenses	$	13,~~845~~526	$	12,~~425~~052
Term loan, net of unamortized debt discount of $25 and $38, respectively	1,527		1,514
Term loan, net of unamortized debt discount of $19 and $22, respectively	1,533		1,530
Operating lease liabilities	~~844~~1,085		~~434~~848
Finance leases payable	~~369~~321		~~367~~345
Promissory notes – related parties	2,250		12,~~950~~250
Total Current Liabilities	18,~~835~~715		1617,~~690~~025
Line of credit	—		—
Term loan – net of current	839		1,342
Term loan – net of current	1,730		3,003
Operating lease liabilities – net of current	5,612		2,600
Operating lease liabilities – net of current	2,309		2,515
Finance leases payable – net of current	1,121		1,199
Finance leases payable – net of current	1,275		1,062
Total long-term liabilities	7,572		5,141
Promissory note – related party, net of current	750		2,250
Total Liabilities	26,287		22,166
Total long-term liabilities	6,064		8,830
Commitments and contingencies (Notes 10 and 11)
Total Liabilities	24,899		25,520
Commitments and contingencies (Notes 9 and 10)
Stockholders’ Equity:
Series A Preferred stock, $0.00001 par value; 120,000 shares authorized; 23,400 issued, 0 shares outstanding	-		-
Series B Preferred stock, $0.00001 par value; 200,000 shares authorized; 0 and 0 issued or outstanding	-		-
Preferred stock, $0.00001 par value; 19,680,000 shares authorized; 0 shares issued or outstanding	-		-
Common stock, $0.00001 par value; 250,000,000 shares authorized; 37,815,955 and 37,488,239 shares issued as of October 31 and January 31, 2024, respectively, 37,585,955 and 37,258,239 shares outstanding as of October 31 and January 31, 2024, respectively	-		-
Common stock, $0.00001 par value; 250,000,000 shares authorized; 37,834,000 and 37,826,000 shares issued as of April 30, and January 31, 2025, respectively, 37,604,000 and 37,596,000 shares outstanding as of April 30, and January 31, 2025, respectively	-		-
Additional paid-in capital	2425,~~584~~187		2324,~~278~~882
Accumulated deficit	(1,436)		(3,547)
Retained earnings	1,401		164
Less: Treasury stock, 230,000 shares at cost	(150)		(150)
Total Stockholders’ Equity	2226,~~998~~438		1924,~~581~~896
Total Liabilities and Stockholders’ Equity	$	4752,~~897~~725	$	4547,~~101~~062

See accompanying notes to the ~~condensed~~Condensed ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements.

F-2

Table of Contents

Mama’s Creations, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(in thousands, except per share data)

	For the Three Months EndedOctober 31,				For the Nine Months EndedOctober 31,
	For the Three Months EndedApril 30,
	2024		2023		2024		2023
	2025		2024
Net sales	$	3135,~~523~~255	$	2829,~~648~~838	$	~~89,743~~	$	~~76,559~~
Costs of sales	2426,~~410~~071		2022,~~013~~375		~~68,288~~		~~54,047~~
Gross profit	79,~~113~~184		87,~~635~~463		~~21,455~~		~~22,512~~
Operating expenses:
Research and development	~~155~~73		~~124~~104		~~352~~		~~290~~
Selling, general and administrative expenses	67,~~395~~533		56,~~804~~586		~~18,155~~		~~15,297~~
Total operating expenses	67,~~550~~606		56,~~928~~690		~~18,507~~		~~15,587~~
Income from operations	~~563~~1,578		~~2,707~~773		~~2,948~~		~~6,925~~
Other income (expenses)
Interest expense	(~~120~~88)		(~~124~~127)		~~(369)~~		~~(483)~~
Interest income	3730		—92		~~192~~		—
Amortization of debt discount	(3)		(6)		~~(13)~~		~~(17)~~
Other income	61		—		61		27
Total other expenses	(61)		(41)
Total other expenses	(25)		(130)		(129)		(473)
Net income before income tax provision	1,517		732
Net income before income tax provision and income from equity method investment	538		2,577		2,819		6,452
Income tax expense	(280)		(179)
Income from equity method investment	—		—		—		223
Net income	$	1,237	$	553
Income tax expense	(128)		(568)		(708)		(1,522)
Net income per common share
Net income	$	410	$	2,009	$	2,111	$	5,153
– basic	$	0.03	$	0.01
Less: series B preferred dividends	—		—		—		(49)
– diluted	$	0.03	$	0.01
Net income available to common stockholders	$	410	$	2,009	$	2,111	$	5,104
Weighted average common shares outstanding
Net income per common share
– basic	37,597		37,259
– basic	$	0.01	$	0.05	$	0.06	$	0.14
– diluted	39,378		39,328
– diluted	$	0.01	$	0.05	$	0.05	$	0.14
Weighted average common shares outstanding
– basic	37,522		37,121		37,373		36,642
– diluted	39,442		37,646		39,261		37,088

See accompanying notes to the ~~condensed~~Condensed ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements.

F-3

Table of Contents

Mama’s Creations, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

(in thousands)

For the Period from ~~August~~February 1, ~~2024~~2025 through ~~October~~April 3130, ~~2024~~2025

	Series APreferred Stock			Series B Preferred Stock			Common Stock			Treasury Stock			AdditionalPaid In		~~Accumulated~~Retained		Stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital		~~Deficit~~Earnings		Equity
Balance, August 1, 2024	-	$	-	-	$	-	37,663	$	-	(230)	$	(150)	$	24,293	$	(1,846)	$	22,297
Balance, February 1, 2025	-	$	-	-	$	-	37,826	$	-	(230)	$	(150)	$	24,882	$	164	$	24,896
Stock based compensation	-	-		-	-		~~145~~8	-		-	-		~~280~~305		-		~~280~~305
Stock issued for the exercise of options and warrants	-	-		-	-		8	-		-	-		11		-		11
Net income	-	-		-	-		-	-		-	-		-		1,237		1,237
Net income	-	-		-	-		-	-		-	-		-		410		410
Balance, April 30, 2025	-	$	-	-	$	-	37,834	$	-	(230)	$	(150)	$	25,187	$	1,401	$	26,438
Balance, October 31, 2024	-	$	-	-	$	-	37,816	$	-	(230)	$	(150)	$	24,584	$	(1,436)	$	22,998

F-4

Table of Contents

For the Period from ~~August~~February 1, ~~2023~~2024 through ~~October~~April 3130, ~~2023~~2024

	Series APreferred Stock			Series BPreferred Stock			Common Stock			Treasury Stock			AdditionalPaid In		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Equity
Balance, August 1, 2023	-	$	-	-	$	-	37,343	$	—	(230)	$	(150)	$	22,912	$	(6,964)	$	15,798
Balance, February 1, 2024	-	$	-	-	$	-	37,488	$	-	(230)	$	(150)	$	23,278	$	(3,547)	$	19,581
Stock based compensation	-	-		-	-		-	-		-	-		~~110~~205		-		~~110~~205
Stock issued for the exercise of options and warrants							25	-		-	-		37		-		37
Stock issued for the exercise of options	-	-		-	-		-	-		-	-		7		-		7
Net income	-	-		-	-		-	-		-	-		-		~~2,009~~553		~~2,009~~553
Balance, October 31, 2023	-	$	-	-	$	-	37,368	$	—	(230)	$	(150)	$	23,059	$	(4,955)	$	17,954
Balance, April 30, 2024	-	$	-	-	$	-	37,488	$	-	(230)	$	(150)	$	23,490	$	(2,994)	$	20,346

~~F-5~~See accompanying notes to the Condensed Consolidated Financial Statements.

Table of Contents

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

	Series APreferred 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
Balance, February 1, 2024	-	$	-	-	$	-	37,488	$	-	(230)	$	(150)	$	23,278	$	(3,547)	$	19,581
Stock based compensation	-	-		-	-		222	-		-	-		801		-		801
Stock issued for the exercise of options	-	-		-	-		38	-		-	-		55		-		55
Issuance of shares for director settlement	-	-		-	-		68	-		-	-		450		-		450
Net income	-	-		-	-		-	-		-	-		-		2,111		2,111
Balance, October 31, 2024	-	$	-	-	$	-	37,816	$	-	(230)	$	(150)	24,584		$	(1,436)	$	22,998

F-6

Table of Contents

For the Period from February 1, 2023 through October 31, 2023

	Series APreferred Stock			Series BPreferred Stock			Common Stock			Treasury Stock			Additional Paid In		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Equity
Balance, February 1, 2023	-	$	-	55	$	-	36,318	$	-	(230)	$	(150)	$	22,724	$	(10,059)	$	12,515
Stock based compensation	-	-		-	-		19	-		-	-		270		-		270
Stock issued for the exercise of options and warrants	-	-		-	-		212	-		-	-		65		-		65
Conversion of series B preferred stock to common stock	-	-		(55)	-		819	-		-	-		-		-		-
Series B Preferred dividend	-	-		-	-		-	-		-	-		-		(49)		(49)
Net Income	-	-		-	-		-	-		-	-		-		5,153		5,153
Balance, October 31, 2023	-	$	-	-	$	-	37,368	$	-	(230)	$	(150)	23,059		$	(4,955)	$	17,954

See accompanying notes to the condensed consolidated financial statements.

F-7

Table of Contents

Mama’s Creations, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)


	For the Three Months Ended April 30,
	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	1,237	$	553
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	554		292
Amortization of debt discount	3		6
Amortization of right of use assets	293		134
Amortization of intangibles	370		380
Stock-based compensation	305		205
Change in deferred tax asset	(211)		172
Changes in operating assets and liabilities:
Accounts receivable	2,326		(220)
Inventories	(470)		293
Prepaid expenses and other current assets	382		145
Accounts payable and accrued expenses	1,473		1,832
Operating lease liability	(257)		(151)
Net Cash Provided by Operating Activities	6,005		3,641

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets	(539)		(1,144)
Net Cash (Used in) Investing Activities	(539)		(1,144)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of term loan	(503)		(388)
Repayment of finance lease obligations	(102)		(95)
Proceeds from exercise of stock options	-		7
Net Cash (Used in) Financing Activities	(605)		(476)

Net Increase in Cash	4,861		2,021

Cash and cash equivalents at beginning of period	7,150		11,022

Cash and cash equivalents at end of period	$	12,011	$	13,043

SUPPLEMENTARY CASH FLOW INFORMATION:
Cash paid during the period for:
Income taxes	$	5	$	-
Interest	$	82	$	114

SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Finance lease asset additions	$	-	$	169
Right of use asset recognized	$	4,156	$	873
Write-off of right of use asset	$	451	$	897
Receipt of fixed assets for deposits previously paid	$	74	$	-

See accompanying notes to the Condensed Consolidated Financial Statements.

	For the Nine Months Ended October 31,
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	2,111	$	5,153
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	1,057		767
Amortization of debt discount	13		17
Amortization of right of use assets	(167)		221
Amortization of intangibles	1,156		692
Stock-based compensation	801		220
Allowance for obsolete inventory	-		78
Change in deferred tax asset	90		299
Income from equity method investment	-		(223)
Changes in operating assets and liabilities:
Allowance for credit losses	-		140
Accounts receivable	(708)		(1,170)
Inventories	120		986
Prepaid expenses and other current assets	(491)		(179)
Security deposits	-		(35)
Accounts payable and accrued expenses	1,872		(1,851)
Operating lease liability	180		(237)
Net Cash Provided by Operating Activities	6,034		4,878
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets	(5,022)		(671)
Cash paid for investment in Chef Inspirational Foods, LLC, net	-		(646)
Net Cash (Used in) Investing Activities	(5,022)		(1,317)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of term loan	(1,274)		(1,265)
Repayment of line of credit, net	-		(890)
Repayment of related party note	(1,200)		-
Repayment of finance lease obligations	(296)		(175)
Payment of Series B Preferred dividends	-		(49)
Proceeds from exercise of stock options	55		65
Net Cash (Used in) Financing Activities	(2,715)		(2,314)
Net (Decrease) Increase in Cash	(1,703)		1,247
Cash and cash equivalents at beginning of period	11,022		4,378
Cash and cash equivalents at end of period	$	9,319	$	5,625
SUPPLEMENTARY CASH FLOW INFORMATION:
Cash paid during the period for:
Income taxes	$	947	$	112
Interest	$	329	$	477
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Conversion of series B preferred stock to common stock	$	-	$	-
Finance lease asset additions	$	511	$	1,297
Right of use asset recognized	$	873	$	-
Write-off of right of use asset	$	897	$	-
Related party debt incurred for purchase of Chef Inspirational Foods, LLC	$	-	$	2,700
Settlement of liability in common stock	$	-	$	50
Issuance of stock for director settlement	$	450	$	-
Receipt of fixed assets for deposits previously paid	$	937	$	-

See accompanying notes to the condensed consolidated financial statements.

F-8

Table of Contents

Mama’s Creations, Inc.

Notes to Condensed Consolidated Financial Statements

~~October~~April 3130, ~~2024~~2025

Note 1 - Nature of Operations and Basis of Presentation

Nature of Operations

Mama's Creations, Inc. (together with its subsidiaries, the “Company”, "we"', "~~our~~us", or "usour"), (formerly known as ~~Mama Mancini~~MamaMancini's Holdings, Inc. and Mascot Properties, Inc.) was organized on July 22, 2009 as a Nevada corporation. The Company has a fiscal year-end of January 31.

Our subsidiary, MamaMancini’s Inc. (“~~MamaMancini's~~MamaMancinis”), is a marketer, manufacturer and distributor of beef and turkey 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 -serve meals, single-~~serve~~size pasta and rice bowls, bulk deli, and packaged refrigerated protein products. MamaMancini's products feature many all-natural meals that were submitted to the United States Department of Agriculture (the “USDA”) and approved as "all-natural." The USDA defines "all-natural" as a product that contains no artificial ingredients, coloring ingredients or chemical preservatives and is minimally processed.

Our ~~subsidiary~~Subsidiary T&L Acquisition Corp. ("T&L") is a premier gourmet food manufacturer based in New York. T&L ~~Acquisition~~doing ~~Corp.,~~business ~~under~~as ~~the brands~~ T&L Creative Salads ~~(“T&L”)~~ and Olive Branch, offers a full line of foods for retail food chains and club stores, delis, bagel stores, caterers and provision distributors. ~~T&L~~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 ~~a limited number of~~ large retail customers, primarily in pre-packaged containers.

InOn June 28, 2022, the Company acquired a 24% minority interest in Chef Inspirational Foods, LLC (“CIF”), a leading developer, innovator, marketer and sales company selling prepared foods, for an investment of $1.2 million. The investment ~~consisted~~consists of $500 thousand in cash and $700 thousand in the Company’s common stock. The acquisition of the interest in CIF was accounted for under the equity method of accounting for investments until the Company acquired the remaining interest inof CIF. On June 28, 2023, the Company completed the acquisition of the remaining 76% of CIF, in accordance with the terms of the Membership Interest Purchase Agreement dated June 28, 2023 by and among the Company, Siegel Suffolk Family, LLC, and R&I Loeb Family, LLC (the “Sellers”) for approximately $3.7 million, including approximately $1 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 ~~three~~year ~~months~~ ended ~~July~~ January 31, ~~2024~~2025), and requires a payment of $1.5 million in common stock of the Company on the second anniversary of the closing date.

The following presents the unaudited results of operations for the period February 1, 2023 through June 28, 2023 of CIF (in thousands):

	For the Period February 1, 2023 throughJune 28, 2023
Revenues	$	13,721
Net income	$	931

Name Change

On July 31, 2023, the Company filed an amendment to the Articles of Incorporation with the Secretary of State of the State of Nevada to change the Company’s name from “MamaMancini’s Holdings, Inc.” to “Mama’s Creations, Inc.” (the “Name Change”). The Name Change, which was approved by the Company’s stockholders at its annual meeting on July 31, 2023, did not alter the voting powers or relative rights of the Company.

F-9

Table of Contents

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements ~~have~~include ~~been prepared in accordance with accounting principles generally accepted in~~ the ~~United~~accounts ~~States~~ of ~~America~~the ~~(“U.S.~~Company ~~GAAP”) for interim financial information~~ and ~~with~~its ~~the~~wholly ~~instructions~~owned tosubsidiaries. ~~Form~~All ~~10-Q~~intercompany accounts and ~~Article~~transactions 8have ofbeen ~~Regulation~~eliminated ~~S-X~~in ofconsolidation. ~~the~~The ~~SEC~~Company's ~~for interim~~ financial ~~information.~~statements ~~Accordingly,~~have ~~they~~been doprepared ~~not~~in ~~include~~accordance ~~all~~with ofaccounting ~~the~~principles ~~information~~generally ~~and~~accepted ~~footnotes~~in ~~required~~the byUnited ~~generally~~States ~~accepted~~of ~~accounting~~America ~~principles~~("U.S. GAAP") for ~~complete~~interim financial ~~statements~~information. In the opinion of management, ~~the~~all ~~accompanying~~adjustments ~~Condensed~~(consisting ~~Consolidated Financial Statements~~ of ~~the Company and its subsidiaries, which are unaudited, include all~~ normal ~~and~~ recurring adjustments) considered necessary tofor ~~present~~a ~~fairly~~fair ~~the~~presentation ~~Company’s~~have ~~financial~~been ~~position~~included. asThe ofpreparation ~~October 31, 2024, and the results~~ of ~~its~~financial ~~operations~~statements ~~and~~in ~~its~~conformity ~~cash~~with ~~flows for the periods presented~~U.S. ~~The~~GAAP ~~unaudited~~requires ~~Condensed~~management ~~Consolidated~~to ~~Financial~~make ~~Statements~~estimates ~~herein~~and ~~should~~assumptions bethat ~~read~~impact ~~together with~~ the ~~historical~~reported ~~Consolidated~~amounts ~~Financial Statements~~ of ~~the~~assets ~~Company for the years ended January 31, 2024~~ and ~~2023~~liabilities ~~included~~at inthe ~~our~~date ~~Annual~~of ~~Report on Form 10-K for~~ the ~~year~~financial ~~ended~~statements ~~January 31,~~and ~~2024 (~~the ~~"2024~~reported ~~Form~~amounts ~~10-K"),~~of asrevenues ~~filed~~and ~~with~~expenses during the ~~SEC~~reporting ~~on April 24, 2024~~period. ~~Operating~~The results ~~for~~of ~~the~~operations ~~three~~for ~~and~~any ~~nine months~~interim ~~ended~~period ~~October 31, 2024~~ are not necessarily indicative of ~~the~~ results ~~that may be expected~~ for the ~~year~~full ~~ending January 31, 2025~~year. Certain amounts in the prior years have been reclassified to conform to the current year presentation.

~~Principles~~The accompanying unaudited Condensed Consolidated Financial Statements of ~~Consolidation~~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. Certain information and footnote disclosures normally included in the Company's Consolidated Financial Statements in an annual report on Form 10-K have been condensed or omitted. The Condensed Consolidated Balance Sheet as of January 31, 2025 has been derived from the audited Consolidated Financial Statements as of that date but does not include all disclosures required for audited annual financial statements. For further information, please refer to and read these interim unaudited Condensed Consolidated Financial Statements in conjunction with the

~~The unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances have been eliminated in consolidation.~~7

Table of Contents

Company's audited Consolidated Financial Statements included in the Company's annual report on Form 10-K for the fiscal year ended January 31, 2025.

Use of Estimates

The preparation of ~~unaudited~~the Condensed Consolidated Financial Statements in ~~accordance~~conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the ~~unaudited~~ Condensed Consolidated Financial Statements and accompanying notes. Such estimates and assumptions impact, among other items, the following: allowance for credit losses, the fair value of stock-based compensation, inventory reserves, impairment of goodwill and intangible assets, and estimates for unrealized returns, discounts, and other variable considerations that are netted against revenue.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the ~~unaudited~~ Condensed Consolidated Financial Statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates.

Risks and Uncertainties

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 ~~risks~~risk and uncertainties, including financial and operational risks, ~~including~~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. 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. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis.

Segment Reporting

For the three and nine months ending October 31, 2024 and October 31, 2023, the Company was managed as a single operating segment. The Chief Executive Officer, who is the Company's Chief Operating Decision Maker ("CODM"), reviews financial information on an aggregate basis for purposes of allocating resources and assessing financial performance, as well as for making strategic operational decisions and managing the organization. As such the Company has one reportable segment. Additionally, all of the Company's assets are maintained in the United States.

Cash and Cash Equivalents

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, 2025, exceeded insured amounts by approximately $11.0 million. The Company believes it mitigates such risk by having this cash and cash equivalents held by a major financial institution.

F-10

Table of Contents

The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. As of October 31, 2024, the Company had approximately $8.5 million that exceeded federally insured limits.

Accounts Receivable and Allowance for Credit Losses

Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. Estimated product returns are immaterial. Management assesses the collectability of outstanding customer invoices and maintains an allowance resulting from the expected non-collection of customer receivables. In estimating this ~~reserve~~allowance for credit losses, management considers factors such as historical collection experience, customer creditworthiness, specific customer risk, and current and expected general economic conditions. Customer balances are written off after all collection efforts are exhausted. The ~~reserve~~allowance for ~~uncollectible~~credit ~~accounts~~losses was approximately $93 thousand as of ~~October~~April 3130, ~~2024~~2025 and January 31, ~~2024~~2025. During the three ~~and nine~~ months ended ~~October~~April 3130, 2025 and April 30, 2024, the Company did not write off any accounts deemed uncollectible. ~~During~~ ~~the three and nine months ended October 31, 2023 the Company wrote off approximately $0 and $140 thousand of uncollectible accounts respectively.~~

Inventories

The Company values its inventory at the lower of cost or net realizable value (“NRV”). NRV is defined as estimated selling prices less costs of completion, disposal, and transportation. The cost of inventory is determined on the 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. The Company monitors its inventory to identify excess or obsolete items on hand. The Company reviews inventory quantities on hand and records a provision for excess and obsolete inventory based primarily on selling prices, ~~and~~ indications from customers based upon current price negotiations, and purchase orders. In addition, and as necessary, specific reserves for future known or anticipated events may be established. As of ~~October~~April 3130, ~~2024~~2025 and January 31, ~~2024~~2025, the reserve for obsolete inventory was approximately $95 thousand.

Table of Contents

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

	October 31, 2024		January 31, 2024
	April 30, 2025		January 31, 2025
Raw materials and packaging	$	12,~~316~~501	$	1,~~159~~654
Work in process	~~330~~469		~~237~~723
Finished goods	12,~~544~~317		12,~~914~~440
Total	$	35,~~190~~287	$	34,~~310~~817

Property, Plant and Equipment

Property, plant, and equipment are recorded at cost net of accumulated depreciation. Depreciation expense is computed using the straight-line ~~methods~~method over the estimated useful lives of the assets.

Asset lives for financial statement reporting of depreciation ~~expense~~ are:


Machinery and equipment			2-7 years
Furniture and fixtures			3-5 years
Leasehold improvements			*

(*)Amortized on a straight-line basis over the ~~shorter~~term of the ~~remaining~~ lease ~~term~~or at the ~~time~~estimated ~~the~~useful ~~assets~~lives, ~~were~~whichever ~~placed~~period inis ~~service or their estimated useful lives~~shorter.

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

The Company reviews the recoverability of property, plant and equipment when circumstances indicate that the carrying value of an asset or asset class may not be recoverable. Indicators of impairment could include, among other factors, significant changes in the business environment, the planned closure of a facility, or deterioration in operating cash flows. Considerable management judgment is necessary to evaluate the impact of operating changes and to estimate future cash flows. Expenditures for repairs and maintenance that do not substantially improve or extend the useful life of an asset are expensed as incurred.

Goodwill and Other Intangible Assets

Goodwill

Goodwill represents the excess of the purchase price over the fair values of the underlying net assets of an acquired business. The Company tests goodwill for impairment on an annual basis during the fourth quarter of its fiscal year, or immediately if conditions indicate that an impairment could exist. 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.

~~F-11~~As of April 30, 2025 and April 30, 2024, there were no impairment losses recognized for goodwill.

Table of Contents

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

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

Other Intangible Assets

Other intangible assets consist of trademarks, trade names and customer relationships. Intangible asset lives for financial statement reporting of amortization are:


Tradenames and trademarks			3 years
Customer relationships			4 – 5 years

Fair Value of Financial Instruments

~~The~~Fair ~~fair~~ value ofis aan ~~financial~~exit ~~instrument~~price, isrepresenting the ~~amount~~price atthat ~~which~~would ~~the~~be ~~instrument~~received ~~could~~to besell ~~exchanged~~an inasset aor ~~current~~paid ~~transaction~~to ~~between~~transfer ~~willing~~a ~~parties,~~liability ~~other~~in ~~than~~an inorderly atransaction ~~forced~~between ~~sale~~market orparticipants ~~liquidation~~at the measurement date. ~~The~~As ~~carrying~~such, ~~amount~~fair ofvalue ~~the~~is ~~Company’s~~a ~~short~~market-~~term~~based ~~financial~~measurement ~~instruments~~that ~~approximates~~should ~~fair~~be ~~value~~determined ~~due~~based toon ~~the~~assumptions ~~relatively~~that ~~short~~market ~~period~~participants towould ~~maturity~~use ~~for~~in ~~these~~pricing ~~instruments~~an asset or liability.

Table of Contents

The carrying values of the Company’s short-term financial instruments, such as cash and cash equivalents, accounts receivable, and accounts payable, approximate fair value due to the immediate or short-term maturity of these instruments.

The interest rate on the Company’s line of credit and notes payable has a variable component, which is reflective of the market for such instruments at any given date, and as such the carrying value of the debt approximates its fair value.

Assets and liabilities recorded at fair value are measured using the fair value hierarchy, which prioritizes the inputs used in measuring fair value. The levels of the fair value hierarchy are:

Level 1: observable inputs such as quoted prices in active markets;

Level 2: inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level 3: unobservable inputs for which little or no market data exists, therefore requiring the Company to develop its own assumptions.

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, 2025 and January 31, 2025 were as follows (in thousands):


	April 30, 2025								January 31, 2025
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Cash equivalents	$	11,382	$	—	$	—	$	11,382	$	6,842	$	—	$	—	$	6,842
Total	$	11,382	$	—	$	—	$	11,382	$	6,842	$	—	$	—	$	6,842

Research and Development

Research and development is expensed as incurred. Research and development expenses were $~~155~~73 thousand and $~~352~~104 thousand for the three ~~and nine~~ months ended ~~October~~April 3130, ~~2024,~~2025 ~~respectively, compared to $124 thousand~~ and ~~$290~~April ~~thousand for the three and nine months ended October 31~~30, ~~2023~~2024, respectively.

Revenue Recognition

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

The Company’s sales are primarily generated from the sale of finished products to customers. Revenue is recognized when the performance obligation is satisfied, and the promised goods have been transferred. Control transfers when the product is shipped or delivered based upon applicable shipping terms. For each contract, the Company considers the transfer of product to be the performance obligation. Although some payment terms may be extended, generally the Company’s payment terms are approximately 15- 30 days. Accordingly, there are no significant financing components to consider when determining the transaction price. The Company elected to treat shipping and handling activities as fulfillment activities, and the related costs are recorded as selling expenses in selling, general and administrative expenses on the Condensed Consolidated Statements of Operations.

The Company promotes its products with trade incentives and promotions. These programs include discounts, slotting fees, coupons, rebates, in-store display incentives and volume-based incentives. The trade incentives and promotions are recorded as a reduction to the transaction price based on amounts estimated as being due to customers at the end of the period. The Company derives these estimates based on historical experience. The Company does not receive a distinct service in relation to the trade incentives and promotions. The Company’s contracts are all short -term in nature; therefore, there are no unsatisfied performance obligations requiring disclosure as of ~~October~~April 3130, ~~2024~~2025 and January 31, ~~2024~~2025.

~~Expenses such as slotting fees, sales discounts, and variable considerations are accounted for as a direct reduction of revenues as follows (in thousands):~~10

	For the Three Months Ended
	October 31, 2024		October 31, 2023
Gross Sales	$	32,333	$	29,294
Less: Trade Incentives and Promotions	810		646
Net Sales	$	31,523	$	28,648

F-12

Table of Contents

	For the Nine Months Ended
	October 31, 2024		October 31, 2023
Gross Sales	$	91,435	$	78,309
Less: Trade Incentives and Promotions	1,692		1,750
Net Sales	$	89,743	$	76,559

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):

Disaggregation of Revenue from Contracts with Customers. The following table disaggregates gross revenue by significant geographic area for the three months ended October 31, 2024 and 2023 (in thousands):


	For the Three Months Ended
	April 30, 2025		April 30, 2024
Gross Sales	$	37,504	$	30,398
Less: Trade Incentives and Promotions	2,249		560
Net Sales	$	35,255	$	29,838

	For the Three Months Ended
	October 31, 2024		October 31, 2023
Northeast	$	8,277	$	9,317
Southeast	8,763		8,225
Midwest	7,049		6,116
West	8,244		5,636
Total gross sales	$	32,333	$	29,294

Disaggregation of Revenue from Contracts with Customers. The following table disaggregates gross revenue by significant geographic area for the three months ended April 30, 2025 and 2024 (in thousands):

	For the Nine Months Ended
	For the Three Months Ended
	October 31, 2024		October 31, 2023
	April 30, 2025		April 30, 2024
Northeast	$	269,~~534~~917	$	279,~~267~~567
Southeast	248,~~470~~508		227,~~113~~697
Midwest	199,~~201~~319		146,~~371~~384
West	219,~~230~~760		146,~~558~~750
Total gross sales	$	9137,~~435~~504	$	7830,~~309~~398

Costs of Sales

Costs of sales represents costs directly related to the production and manufacturing of the Company’s products.

Advertising

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 ~~as incurred~~. Advertising expenses ~~were $663 thousand and $1,480 thousand~~ for the three ~~and nine~~ months ended ~~October~~April 3130, ~~2024,~~2025 ~~respectively~~and April 30, ~~compared~~2024 towere $~~380~~814 thousand and $~~779~~476 thousand ~~for the three and nine months ended October 31~~, ~~2023,~~ respectively.

Stock-Based Compensation

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

The Company has granted performance ~~stock~~ awards in the form of Performance Stock Units ("PSUs") to certain executive officers. Each performance stock unit 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 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. ~~For~~Forfeitures ~~each~~are ~~path,~~recognized ~~the~~when ~~PSUs'~~they ~~payoff~~occur. isThe ~~calculated~~Company's ~~based~~performance onagainst the ~~contractual~~defined ~~terms,~~goals ~~whereas~~is ~~the~~re-evaluated ~~fair~~on ~~value~~a ofquarterly ~~the~~basis ~~PSUs~~throughout ~~is calculated as~~ the ~~average~~performance ~~present~~period ~~value~~and ofthe ~~all~~recognition ~~modeled payoffs. The determination~~ of the ~~grant~~compensation ~~date~~expense ~~fair value of PSUs issued~~ is ~~affected~~adjusted byfor asubsequent ~~number~~changes ofin ~~variables and subjective assumptions, including (i)~~ the ~~fair~~estimated ~~value~~or ofactual ~~the Company’s common stock at the grant date of $1~~outcome.17 ~~and $1.40,~~

F-13

Table of Contents

(ii) the expected common stock price volatility over the expected life of the award of 85.7% and 87.0%, (iii) the term of the awards of 5 years and 5 years, (iv) the risk-free interest rate of 3.7% and 3.4%, and (v) the expected dividend yield of 0% and 0%. Forfeitures are recognized when they occur. There were no performance stock units that vested in the three and nine months ending October 31, 2024. The Company's performance against the defined goals is re-evaluated on a quarterly basis throughout the performance period and the recognition of the compensation expense is adjusted for subsequent changes in the estimated or actual outcome.

The Company values stock options and warrants using the Black-Scholes option pricing model. Grants of stock-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the stock-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service period, which is generally the vesting period. 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.

The Company ~~values~~has ~~Restricted~~granted ~~Stock~~restricted ~~Units~~stock units ("RSUs") atthat entitle the participant to earn shares of common stock so 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.

~~Earnings Per Share~~11

Basic net income or loss per share attributable to common stockholders excludes dilution and is computed by dividing net income attributable to common stockholders during the period by the weighted average number of common shares outstanding during the period. Diluted net income or loss per share reflects potential dilution and is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding during the period, which is increased by the number of additional common shares that would have been outstanding if the potential common shares had been issued. However, if the effect of any additional securities are anti-dilutive (i.e., resulting in a higher net income per share or lower net loss per share), they are excluded from the dilutive earnings per share computation. The dilutive effect of stock options, warrants, and restricted stock is calculated using the treasury stock method, and the dilutive effect of the Series B Preferred stock and PSUs is calculated using the if-converted method.

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

	For the Three Months Ended
	October 31, 2024		October 31, 2023
Numerator:
Net income attributable to common stockholders	$	410	2,009
Effect of dilutive securities:	—		—
Diluted net income	$	410	$	2,009
Denominator:
Weighted average common shares outstanding – basic	37,522		37,121
Dilutive securities (a):
Restricted stock	266		447
Performance stock awards	1,600		—
Options	54		78
Weighted average common shares outstanding and assumed conversion – diluted	39,442		37,646
Basic net income per common share	$	0.01	$	0.05
Diluted net income per common share	$	0.01	$	0.05
(a) – Anti-dilutive securities excluded	—		—

F-14

Table of Contents

	For the Nine Months Ended
	October 31, 2024		October 31, 2023
Numerator:
Net income attributable to common stockholders	$	2,111	$	5,104
Effect of dilutive securities:	—		49
Diluted net income	$	2,111	$	5,153
Denominator:
Weighted average common shares outstanding – basic	37,373		36,642
Dilutive securities (a):
Restricted stock	238		384
Options	50		62
Performance stock awards	1,600		—
Weighted average common shares outstanding and assumed conversion – diluted	39,261		37,088
Basic net income per common share	$	0.06	$	0.14
Diluted net income per common share	$	0.05	$	0.14
(a) – Anti-dilutive securities excluded	—		—

Earnings Per Share

Basic net income or loss per share attributable to common stockholders excludes dilution and is computed by dividing net income during the period by the weighted average number of common shares outstanding during the period. Diluted net income or loss per share reflects potential dilution and is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding during the period, which is increased by the number of additional common shares that would have been outstanding if the potential common shares had been issued. However, if the effect of any additional securities is anti-dilutive (i.e., resulting in a higher net income per share or lower net loss per share), they are excluded from the dilutive net income computation. The dilutive effect of stock options, warrants, and restricted stock is calculated using the treasury stock method.

The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net income per common share (in thousands, except per share data):


	For the Three Months Ended
	April 30, 2025		April 30, 2024
Numerator:
Net income	$	1,237	$	553
Effect of dilutive securities:	—		—

Diluted net income	$	1,237	$	553

Denominator:
Weighted average common shares outstanding – basic	37,597		37,259
Dilutive securities (a):
Restricted stock	281		351
Performance stock units	1,450		1,650
Options	50		68

Weighted average common shares outstanding and assumed conversion – diluted	39,378		39,328

Basic net income per common share	$	0.03	$	0.01

Diluted net income per common share	$	0.03	$	0.01

(a) – Anti-dilutive securities excluded	—		—

Income Taxes

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~~April 3130, ~~2024~~2025 and January 31, ~~2024~~2025, the Company recognized a deferred tax asset of $~~413~~469 thousand and $~~503~~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 ~~asset~~assets.

Recent Accounting Pronouncements

In ~~August~~November ~~2020~~2023, the FASB issued ASU No. ~~2020~~2023-0607, ~~Accounting~~"Segment ~~for~~Reporting ~~Convertible Instruments and Contracts in an Entity’s Own Equity~~ (~~“ASU~~Topic ~~2020-06”~~280),: ~~which~~Improvements simplifies an issuer’s accounting for convertible instruments by reducing the number of accounting models that require separate accounting for embedded conversion features. ASU 2020-06 also simplifies the settlement assessment that entities are required to ~~perform~~Reportable toSegment ~~determine whether a contract qualifies for equity classification and makes targeted improvements to the disclosures for convertible instruments and earnings per share (EPS) guidance~~Disclosures." ~~This update was effective for the Company’s fiscal years beginning after December 15, 2023, and interim periods within those fiscal years.~~ The ~~adoption~~new ofguidance ~~this~~is ~~standard~~intended ~~did~~to ~~not~~improve ~~have~~reportable asegment ~~significant~~disclosure ~~impact~~requirements onprimarily ~~the Company’s condensed consolidated financial statements.~~

In March 2023, the FASB issued ASU No. 2023-02, "Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investment Tax Credit Structures Using the Proportional Amortization Method." The amendments in this update permit reporting entities to elect to account for their tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met. This guidance was effective for fiscal years beginning after December 15, 2023, including interim periods within those 12

F-15

Table of Contents

~~fiscal~~through ~~years~~enhanced disclosures about significant segment expenses. The ~~adoption~~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 ~~did~~led ~~not~~to ~~have~~enhanced asegment ~~significant~~reporting ~~impact~~disclosures onbut did not impact the Company’'s ~~condensed~~results ~~consolidated~~of operations, cash flows, or financial ~~statements~~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 ~~October~~December 2023, the ~~Financial Accounting Standards Board ("~~FASB") issued ASU No. 2023-0609, "~~Disclosure~~Income ~~Improvements~~Taxes (Topic 740): ~~Amendments~~Improvements -to ~~Codification~~Income ~~Amendments~~Tax inDisclosures." ~~Response~~The new guidance is intended to enhance the ~~SEC's~~transparency ~~Disclosure~~and ~~Update~~decision ~~and~~usefulness ~~Simplification~~of ~~Initiative~~income tax disclosures." The ~~FASB~~amendments ~~issued~~in the ~~standard~~ASU toaddress ~~introduce~~investor requests for enhanced income tax information primarily through changes to ~~U.S.~~the ~~GAAP~~rate ~~that~~reconciliation ~~originate~~and inincome ~~either~~taxes ~~SEC~~paid ~~Regulation~~information. ~~S-X~~The oramendment ~~S-K,~~is ~~which~~effective ~~are~~retrospectively ~~rules~~for ~~about~~fiscal ~~the~~years ~~form~~beginning ~~and~~after ~~content~~December of15, ~~financial reports~~2024. This ~~The~~ASU ~~provisions~~is ofeffective ~~the~~on ~~standard~~a ~~are~~prospective ~~contingent~~basis ~~when~~for the ~~SEC~~Company ~~removes~~in the ~~related~~fiscal ~~disclosure~~year ~~provisions~~ending ~~from~~January ~~Regulation~~31, ~~S-X~~2026 and ~~S-K.~~will ~~The~~result ~~Company~~in ~~does~~additional ~~not~~disclosures ~~expect~~being ~~the~~included ~~provisions~~in of the ~~standard~~Consolidated toFinancial ~~have~~Statements afor ~~material impact on~~ the Company's ~~financial~~Form ~~statements~~10-K ~~and~~for ~~related~~the ~~disclosures~~year ended January 31, 2026.

In November ~~2023~~2024, the FASB issued ASU No. ~~2023~~2024-0703, "~~Segment~~Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures" (~~Topic~~Subtopic ~~280~~220-40): ~~Improvements~~Disaggregation toof ~~Reportable~~Income ~~Segment~~Statement ~~Disclosures~~Expenses." Additionally, in January 2025, the FASB issued ASU No. 2025-01 to clarify the effective date of ASU No. 2024-03. The new guidance isaims ~~intended~~ to ~~improve~~enhance ~~reportable~~disclosures ~~segment~~about ~~disclosure~~a ~~requirements~~public ~~primarily~~business ~~through~~entity's ~~enhanced~~expenses ~~disclosures~~by providing more specific information about ~~significant~~certain ~~segment~~costs and expenses at each interim and annual reporting period, enabling investors to better understand the entity’s overall performance, including its cost structure, and assess potential future cash flows. ~~The~~This ~~amendment~~guidance is effective ~~retrospectively~~ for fiscal years beginning after December 15, ~~2023~~2026 and interim periods within ~~fiscal~~annual ~~years~~reporting periods beginning after December 15, ~~2024~~2027, on a retrospective or prospective basis, with early adoption permitted. The Company is in the process of evaluating the impact that ~~the~~this ~~adoption~~guidance ~~ASU No. 2023-07~~ will have toon the ~~financial~~Consolidated ~~statements~~Financial Statements and related disclosures.

In ~~December~~November ~~2023~~2024, the FASB issued ASU No. ~~2023~~2024-0904, "~~Income~~Debt ~~Taxes~~- Debt with Conversion and Other Options" (~~Topic~~Subtopic ~~740~~470-20): ~~Improvements~~Induced toConversions ~~Income~~of ~~Tax~~Convertible ~~Disclosures~~Debt Instruments." The new guidance isclarifies ~~intended~~the torequirements ~~enhance~~for ~~the~~determining ~~transparency~~whether ~~and~~certain ~~decision~~settlements ~~usefulness~~ of ~~income~~convertible ~~tax~~debt ~~disclosures.~~instruments ~~The~~should ~~amendments~~be inaccounted ~~the ASU address investor requests~~ for ~~enhanced~~as ~~income~~an ~~tax~~induced ~~information~~conversion ~~primarily~~or ~~through~~extinguishment ~~changes~~of toconvertible ~~the rate reconciliation and income taxes paid information~~debt. The ~~amendment~~new standard is effective ~~retrospectively~~ for fiscal years beginning after December 1531, ~~2024,~~2025 onand ainterim ~~prospective~~periods ~~basis,~~within ~~with~~those ~~early~~annual periods. Early adoption is permitted. The Company is in the process of evaluating the impact that the adoption of ASU No. ~~2023~~2024-0904 will have toon the ~~financial~~Consolidated ~~statements~~Financial Statements and related disclosures.

Management does not believe that any recently issued but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying condensed consolidated financial statements.

Fair Value Measurements

Assets and liabilities recorded at fair value are measured using the fair value hierarchy, which prioritizes the inputs used in measuring fair value. The levels of the fair value hierarchy are:

Level 1: observable inputs such as quoted prices in active markets;

Level 2: inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level 3: unobservable inputs for which little or no market data exists, therefore requiring the Company to develop its own assumptions.

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, 2024 and January 31, 2024 were as follows (in thousands):

	October 31, 2024								January 31, 2024
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Cash equivalents	$	9,168	$	—	$	—	$	9,168	$	10,912	$	—	$	—	$	10,912
Total	$	9,168	$	—	$	—	$	9,168	$	10,912	$	—	$	—	$	10,912

F-16

Table of Contents

Note 3 – Property Plant and Equipment, Net:

Property plant and equipment, net, on ~~October~~April 3130, ~~2024~~2025 and January 31, ~~2024~~2025 were as follows (in thousands):

	October 31, 2024		January 31, 2024
	April 30, 2025		January 31, 2025
Machinery and Equipment	$	78,~~948~~568	$	47,~~437~~982
Furniture and Fixtures	242		~~252~~242
Leasehold Improvements	5,~~848~~884		25,~~956~~875
	14,038		7,645
	14,694		14,099
Less: Accumulated Depreciation	45,~~189~~248		34,~~209~~712
Total	$	9,~~849~~446	$	49,~~436~~387

Depreciation expense was approximately $~~451~~554 thousand and $~~1.1~~292 ~~million~~thousand for the three ~~and nine~~ months ended ~~October~~April 3130, ~~2024,~~2025 ~~respectively, compared to approximately $255 thousand~~ and ~~$767~~April ~~thousand for the three and nine months ended October 31~~30, ~~2023~~2024, respectively.

Table of Contents

Note 4 – Intangible Assets, Net

Intangible assets, net, consisted of the following at ~~October~~April 3130, ~~2024~~2025 (dollars in thousands):

	GrossCarryingAmount		AccumulatedAmortization		Net CarryingAmount		WeightedAverageRemainingLife (years)
Customer relationships	$	6,418	$	(23,~~600~~351)	$	3,~~818~~067	2.5506
Tradename and trademarks	79		(7579)		4—		0.1600
Total intangible assets	$	6,497	$	(23,~~675~~430)	$	3,~~822~~067

Intangible assets, net consisted of the following at January 31, ~~2024~~2025 (dollars in thousands):

	GrossCarryingAmount		AccumulatedAmortization		Net CarryingAmount		WeightedAverageRemainingLife (years)
Customer relationships	$	6,418	$	(12,~~463~~982)	$	43,~~955~~436	32.29
Tradename and trademarks	79		(5579)		24—		0.9100
Total intangible assets	$	6,497	$	(13,~~518~~061)	$	43,~~979~~436

Amortization expense was approximately $~~388~~370 thousand and $~~1.2~~380 ~~million~~thousand for the three ~~and nine~~ months ended ~~October~~April 3130, ~~2024,~~2025 ~~respectively, compared to approximately $388 thousand~~ and ~~$692~~April ~~thousand for the three and nine months ended October 31~~30, ~~2023~~2024, respectively.

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

2025 (Remaining)	$	382
2026 (Remaining)	$	1,144
2026	1,513
2027	1,464
2027	1,465
2028	459
2028	462
Total	$	3,067
Total	$	3,822

~~F-17~~Note 5 – Accounts Payable and Accrued Expenses

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


	April 30, 2025		January 31, 2025
Trade accounts payable	$	9,178	$	9,051
Accrued promotions	593		485
Accrued employee compensation	2,127		1,391
Accrued commissions and royalties	1,127		686
Other accrued expenses	252		439
Accrued income taxes	249		—
Total accounts payable and accrued expenses	$	13,526	$	12,052

Note 6 – Related Party Transactions

Promissory Notes

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. Morello. 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 April 30, 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

Table of Contents

~~Note~~Balance 5Sheets. –Interest ~~Related~~expense ~~Party~~related ~~Transactions~~to this note was approximately $7 thousand and $13 thousand for the three months ended April 30, 2025 and April 30, 2024, respectively. As of April 30, 2025 and January 31, 2025, accrued interest was approximately $9 thousand and $2 thousand, respectively.

~~Promissory Notes – Related Parties~~Lease

~~Upon~~The ~~consummation~~Company ofleases ~~the~~20,188 ~~acquisition~~square offeet ~~T&L~~ in ~~December~~a ~~2021,~~fully ~~the~~contained ~~Company~~facility ~~executed~~in aFarmingdale, ~~$3 million~~NY ~~promissory~~from ~~note~~148 ~~with~~Allen ~~the~~Blvd ~~sellers.~~LLC ~~The~~for ~~promissory~~production ~~note~~and ~~requires~~distribution ~~annual principal payments~~ of ~~$750 thousand,~~Creative ~~payable~~Salads onand ~~each~~Olive ~~anniversary~~Branch ofproducts. ~~the~~148 ~~closing,~~Allen ~~together~~Blvd ~~with~~LLC ~~accrued~~is ~~interest~~owned atby aMr. ~~rate~~Morello ofand ~~three~~various ~~and~~individuals ~~one-half~~related ~~percent~~to (3Mr.~~5%)~~ ~~per annum~~Morello. AsThis oflease ~~both~~term ~~October~~is ~~31,~~through ~~and January~~November 3130, ~~2024,~~2031 with the ~~outstanding~~option ~~balance~~to ~~under~~extend the ~~note~~lease ~~was~~for ~~$1.5 million,~~two ofadditional ~~which~~ten-year ~~$750 thousand~~terms ~~was~~with ~~recorded~~base asrent ~~Promissory~~of ~~notes~~approximately ~~– related parties and~~ $~~750~~20 thousand isper ~~recorded~~month asthrough ~~Promissory~~December ~~notes~~31, –2026, ~~related~~increasing ~~parties,~~after ~~net~~that ofdate ~~current,~~to inapproximately ~~the~~$24 thousand ~~Company’s~~per ~~Condensed~~month ~~Consolidated~~through ~~Balance~~the ~~Sheets.~~end ~~Interest~~of ~~expense~~the ~~related~~initial tolease ~~this~~term. ~~note~~The ~~was~~exercise ~~approximately~~of ~~$14~~optional ~~thousand~~renewal is uncertain and, ~~$40~~therefore, ~~thousand~~excluded ~~for~~from the ~~three~~calculation ~~and~~of ~~nine~~the ~~months~~right ~~ended~~of ~~October 31,~~use ~~2024,~~asset. ~~respectively,~~Rent ~~compared~~expense toand ~~approximately~~other ~~$20~~ancillary ~~thousand~~charges ~~and~~pursuant ~~$39~~to ~~thousand~~the lease for the three ~~and nine~~ months ended ~~October~~April 3130, ~~2023,~~2025 ~~respectively. As of October 31, 2024~~ and ~~January~~April 3130, 2024, ~~accrued~~were ~~interest was~~ approximately $44 84 thousand and $5 77 thousand, respectively.

~~Lease~~Note 7 – ~~Related~~Loan ~~Party~~and Security Agreements

The Company leases a fully contained facility in Farmingdale, NY from 148 Allen Blvd LLC for production and distribution of T&L Creative Salads and Olive Branch products. 148 Allen Blvd LLC is owned by Anthony Morello, Jr., President of T&L, and various individuals related to Mr. Morello. This lease term is through November 30, 2031 with the option to extend the lease for two additional ten-year terms with base rent of approximately $20 thousand per month through December 31, 2026, increasing after that date to approximately $24 thousand per month through the end of the initial lease term. The exercise of optional renewal is uncertain and therefore excluded from the calculation of the right of use asset. Rent expense and other ancillary charges pursuant to the lease for the three and nine months ended October 31, 2024 were approximately $81 thousand and $240 thousand, respectively, compared to $96 thousand and $267 thousand for the three and nine months ending October 31, 2023.

Chef Inspirational Foods, LLC – Related Party

The Company owned a 24% minority interest in CIF until June 28, 2023, when the Company acquired the remaining interest (refer to Note 1). For the period from February 1, 2023 to June 28, 2023, the Company recorded sales of approximately $10.9 million with CIF. For the period from February 1, 2023 to June 28, 2023, the Company recorded commission expense with CIF of approximately $175 thousand, respectively.

Note 6 – Loan and Security Agreements

M&T Bank

The Company has a working capital line of credit with M&T Bank for a maximum principal amount of $5.5 million (the "Credit Agreement")~~. On July 31~~, ~~2024,~~which ~~the~~is ~~Company~~scheduled ~~extended~~to ~~the~~mature ~~maturity~~on ~~date of the working capital line from October 31, 2025 to~~ November 30, 2027. 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 ~~Borrower~~Company as of the date of any advance under the Credit Agreement as follows: if the Senior Funded Debt/EBITDA ratio is: (i) greater than 2.25, 3.25 percentage point(s) above the applicable one-day (i.e. overnight) SOFR (as defined); (ii) greater than 1.50 but less than 2.25, 2.75 percentage points above the one-day SOFR; (iii) less than or equal to 1.50, 2.25 percentage points above the one-day SOFR. 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~~April 30, ~~2024~~ and January 31, ~~2024~~2025. Advances under the line of credit are limited to eighty percent (80%) of eligible accounts receivable (which is subject to an agreed limitation and is further subject to certain asset concentration provisions) and fifty percent (50%) of eligible inventory (which is subject to an agreed dollar limitation). All advances under the line of credit are due upon maturity. There ~~was~~were no outstanding ~~balance~~balances on the line of credit as of ~~October~~April 3130, or January 31, ~~2024~~2025. During the three ~~and nine~~ months ended ~~October~~April 3130, 2025 and April 30, 2024, the Company incurred no interest, ~~compared~~on ~~to approximately $1 thousand and $47 thousand for~~ the ~~three~~working ~~and~~capital ~~nine months ended October 31, 2023, respectively~~line.

On December 29, 2021, the Company entered into a loan with M&T Bank for the original principal amount of $7.5 million , payable in equal monthly principal installments over a 60-month amortization period (the “Acquisition Note”). ~~The~~All ~~Maturity~~of ~~Date~~the proceeds of the ~~Acquisition~~loan ~~Note~~were isused ~~January 17,~~to ~~2027. The~~fund ~~Acquisition~~a ~~Note~~portion ~~was~~of ~~amended~~the ~~effective~~consideration ~~December 4,~~for ~~2023,~~the toacquisition ~~change~~of the ~~rate~~Creative atSalads ~~which~~and ~~interest~~Olive ~~accrues~~Branch ~~and~~businesses. ~~amended~~The onAcquisition ~~July 31,~~Note ~~2024~~is scheduled to ~~amend~~mature ~~certain~~on ~~covenants. Effective December~~January 417, ~~2023~~2027. The ~~the~~outstanding ~~interest~~balance ~~rate~~under ~~was~~the ~~amended~~Acquisition toNote beaccrues interest based on the Senior Funded Debt/EBITDA Ratio (as defined in the Acquisition 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%. As of April 30, 2025, the outstanding balance and unamortized discount of the Acquisition Note were approximately $2.4 million and $19 thousand, respectively. As of January 31, 2025, the outstanding balance and unamortized discount of the Acquisition Note were approximately $2.9 million and $22 thousand, respectively. During the three months ended April 30, 2025 and 2024, the Company incurred interest of approximately $47 thousand, and $86 thousand, respectively.

~~F-18~~Note 8 – Concentrations

Table of Contents

provided that in all events the rate shall not be less than the recited percentage point margin over 0%. As of October 31, 2024, the outstanding balance and unamortized discount of the Acquisition Note were approximately $3.3 million and $25 thousand, respectively. As of January 31, 2024, the outstanding balance and unamortized discount of the Acquisition Note were approximately $4.6 million and $38 thousand, respectively. During the three and nine months ended October 31, 2024, the Company incurred interest of approximately $72 thousand and $238 thousand, respectively, compared to approximately $112 thousand and $350 thousand for the three and nine months ended October 31, 2023, respectively.

Note 7 – Concentrations

Revenues

For the three months ended ~~October~~April 3130, ~~2024~~2025, ~~the Company’s revenue was concentrated in~~ two customers ~~that~~ accounted for approximately 4336% and 1027% of gross revenue, respectively. For the ~~nine~~three months ended ~~October~~April 3130, 2024, ~~the Company’s revenue was concentrated in~~ one customer ~~that~~ accounted for approximately 4143% of gross revenue.

For the three months ended October 31, 2023, the Company’s revenue was concentrated in two customers that accounted for approximately 39% and 12% of gross revenue, respectively. For the nine months ended October 31, 2023, the Company’s revenue was concentrated in three customers that accounted for approximately 22%, 14%, and 11% of gross revenue, respectively.

Receivables

As of ~~October~~April 3130, ~~2024~~2025, two customers represented approximately 3516% and 1713% of the total gross outstanding receivables, respectively. As of January 31, ~~2024~~2025, ~~four~~two customers represented approximately 2038%, ~~15%, 13%,~~ and 1016% of total gross outstanding receivables, respectively.

~~Note 8 – Stockholders’ Equity~~15

Preferred Stock and Series A Preferred Stock

The Company is authorized to issue 20 million shares of Preferred Stock, $0.00001 par value per share. The Company has designated 120 thousand shares of Preferred Stock as Series A Convertible Preferred stock. As of October 31, 2024 and January 31, 2024, no shares of Series A Convertible Preferred Stock were outstanding.

Series B Preferred Stock

The Company has designated 200 thousand shares of preferred stock, Series B Preferred Stock. As of October 31, 2024 and January 31, 2024, no shares of Series B Preferred Stock remain outstanding.

The holders of the Series B Preferred Stock were entitled to receive, upon liquidation, dissolution or winding up of the Company, the original issue price, plus any dividends declared but unpaid or the amount of cash, securities or other property to which such holder would be entitled to receive with respect to such shares of Series B Preferred Stock if such shares had been converted to common stock immediately prior to such liquidation.

Holders of the Series B Preferred Stock were entitled to receive cumulative cash dividends at an annual rate of eight percent (8%). Holders of the Series B Preferred Stock had no voting rights. Each share of Series B Preferred Stock was convertible, at the option of the holder, into shares of common stock at a rate of 1 share of Series B Preferred Stock into 15 shares of common stock. The Company was able to force conversion at $2.00 per share of Common Stock at any time after 6 months after issue if the Common Stock had a closing price of $2.00 or higher in any 20 consecutive trading days. After 18 months, the Company could force holders to convert at a 20% discount to the most recent 20-day average closing price per share. The Company also had the right to cause a conversion following a Fundamental Change.

On June 22, 2023, all the holders of the Series B Preferred Stock converted the shares of Series B Preferred Stock into 819,000 shares of Common Stock of the Company.

The Company paid dividends of approximately $0 thousand and $49 thousand for the three and nine months ended October 31, 2023, respectively. Such dividends related to the Company's then outstanding Series B Preferred Stock. Because no shares of Series B Preferred Stock were outstanding, no such dividends were paid during the three and nine months ended October 31, 2024.

F-19

Table of Contents

Note 9 – Stockholders’ Equity

Restricted Stock Units

~~The fair value of~~ RSUs ~~is determined based on the closing price of the Company's Common Stock on the grant date. RSUs~~ generally vest on a graded basis over three years to four years of service. The terms of the RSUs include vesting provisions based solely on continued service.

The following is a summary of the Company’s ~~restricted~~RSU ~~stock units~~ activity:

	RestrictedStock Units	Weighted Average Grant Date Fair Value
Non-vested restricted stock units - February 1, 2024	493,078	$	1.91
Non-vested restricted stock units - February 1, 2025	367,557	$	2.85
Granted	9794,~~026~~200	$	76.1637
Vested	(~~219~~8,~~776~~010)	$	27.6149
Forfeited	-(4,167)	$	-6.00
Outstanding – October 31, 2024	370,328	$	2.87
Outstanding – April 30, 2025	449,580	$	3.48

During the three ~~and nine~~ months ended ~~October~~April 3130, ~~2024~~2025, the Company recognized stock-based compensation expense related to restricted stock units of an aggregate of approximately $~~136~~152 thousand ~~and $447 thousand~~, ~~respectively,~~ compared to ~~$167 thousand~~approximately ~~and~~ $98114 thousand for the three ~~and nine~~ months ended ~~October~~April 3130, ~~2023, respectively~~2024. 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~~April 3130, ~~2024~~2025, there was unrecognized stock-based compensation of approximately $~~996~~1.3 ~~thousand~~million related to future vesting of restricted stock units.

Options

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

	Options	Weighted AverageExercise Price		WeightedAverageRemainingContractual Life(in years)	Aggregate Intrinsic Value (in thousands)
Outstanding – February 1, 2024	117,500	$	1.48	8.36	$	333
Outstanding – February 1, 2025	103,806	$	3.76	8.22	$	409
Granted	~~38,806~~-	$	~~7.57~~-
Exercised	~~(37,500)~~-	$	~~1.48~~-
Expired/forfeited	~~(15,000)~~-	$	~~1.48~~-
Outstanding – October 31, 2024	103,806	$	3.76	8.47	$	388
Outstanding – April 30, 2025	103,806	$	3.76	7.97	$	333
Exercisable – October 31, 2024	0	$	—	0.00	$	—
Exercisable – April 30, 2025	-	$	-	0.00	$	-

~~During~~The ~~the~~Company ~~nine~~values ~~months~~stock ~~ended~~options ~~October 31,~~using ~~2024,~~the ~~there~~Black-Scholes ~~were~~option ~~37,500~~pricing ~~options~~model. ~~exercised~~The atgrants are amortized on a ~~weighted~~straight-line ~~average~~basis ~~exercise~~over ~~price~~the ofrequisite ~~$1.48~~service ~~per~~period, ~~share~~which ~~resulting~~is ingenerally the ~~issuance~~vesting ofperiod. ~~approximately~~If ~~38 thousand~~an ~~shares~~award ofis ~~common~~granted, ~~stock.~~but ~~The~~vesting ~~Company~~does ~~received~~not ~~approximately~~occur, ~~$55 thousand~~any ~~for~~previously recognized compensation cost is reversed in the ~~exercise~~period ofrelated ~~these~~to ~~options~~the termination of service.

~~During~~For the ~~nine~~three months ended ~~October~~April 3130, ~~2024~~2025, the Company ~~granted~~recognized ~~options~~stock-based compensation expense related to ~~purchase~~options ~~38,806~~of ~~shares. The~~approximately ~~Company~~$22 thousand ~~values~~compared ~~stock~~to ~~options~~$(1) thousand ~~using~~for the ~~Black-Scholes~~three ~~option~~months ~~pricing~~ended ~~model~~April 30, 2024. The ~~grants are amortized on a straight~~stock-~~line~~based ~~basis~~compensation ~~over~~expense ~~the~~related ~~requisite~~to ~~service period, which is generally~~ the ~~vesting~~options ~~period. If an award~~ is ~~granted,~~included ~~but~~in ~~vesting does not occur~~selling, ~~any~~general ~~previously~~and ~~recognized~~administrative ~~compensation~~expenses ~~cost~~on ~~is reversed in~~ the ~~period~~accompanying ~~related~~Condensed toConsolidated ~~the~~Statements ~~termination~~ of ~~service~~Operations. ~~For~~ During the ~~nine~~three months ended ~~October~~April 3130, 2024, ~~when~~certain ~~computing~~employees ~~the~~and ~~fair~~contractors ~~value~~resigned offrom the ~~stock options issued~~Company, ~~the~~which ~~Company~~resulted ~~used~~in the ~~following~~reversal ~~variables:~~of ~~(i)~~approximately ~~risk-free~~$11 thousand ~~interest~~of ~~rate~~previously ofrecognized ~~3.5%,~~stock-based ~~(ii)~~compensation ~~expected~~expense. ~~term~~At ofApril 30, ~~the~~2025, ~~award~~there ofwas 6unrecognized ~~years,~~stock-based ~~(iii)~~compensation ~~expected~~expense ~~volatility~~related ofto the ~~underlying~~issuance ~~stock~~ of ~~76%,~~options ~~and~~of ~~(iv)~~approximately ~~no expected dividend yield~~$169 thousand.

For the three and nine months ended October 31, 2024, the Company recognized stock-based compensation expense related to options of an aggregate of approximately $16 thousand and $23 thousand, respectively, compared to $12 thousand and $53 thousand for the three and nine months ended October 31, 2023. 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. During the nine months ended October 31, 2024, certain employees and

F-20

Table of Contents

contractors resigned from the Company, which resulted in the reversal of approximately $11 thousand of previously recognized stock-based compensation expense. At October 31, 2024, there was unrecognized stock-based compensation expense related to the issuance of options of approximately $213 thousand.

Performance Stock Units

During the ~~year~~three months ended ~~January~~April 3130, ~~2023~~2025, the Company ~~issued~~granted ~~certain PSUs~~ to ~~the~~its Chief Executive Officer ~~and Chief Financial Officer based on certain market and performance conditions of the Company compared to the respective targets.~~ ~~During the three and nine ended October 31, 2024, the Company issued~~ PSUs towith ~~the~~a ~~Chief~~target ~~Operating~~payout ~~Officer~~of ~~depending on the Company's Earnings per Share compared to respective targets. During the three and nine months ended October 31~~94,200 ~~2024,~~shares ~~the Company recognized stock-based compensation expense related to PSUs~~ of ~~approximately~~common ~~$91 thousand and $311 thousand, respectively~~stock. The ~~stock-based~~PSU ~~compensation~~award ~~expense~~is ~~related~~eligible to ~~the~~vest ~~PSUs~~and issettle ~~included~~into inbetween ~~selling,~~50% ~~general~~ and ~~administrative~~110% ~~expenses~~of on the ~~accompanying Condensed Consolidated Statements of Operations.~~

Table of Contents

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 three months ending April 30, 2025. No outstanding PSUs vested in the three months ended April 30, 2025. During each of the three months ended April 30, 2025 and April 30, 2024, the Company recognized stock-based compensation expense related to PSUs of approximately $130 thousand. 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 May 15, 2024, the Company entered into a Settlement Agreement with directors Steven Burns, Alfred D’Agostino, ~~Steven Burns,~~ Dean Janeway and Thomas Toto ~~(each~~, ~~a “Director”),~~ relating to certain options purported to have been granted by the Company in 2018 and 2019 (the "Purported Options") under prior management that exceeded the availability under the Company’s equity plan at the time of the purported grants.

In exchange for a release of any and all claims or rights related to the Purported Options, the Company agreed to issue each ~~Director~~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~~Note ~~the~~10 ~~three~~- Commitments and ~~nine months ended October 31, 2024, the Company issued 3,007 shares valued at approximately $20 thousand to certain employees as compensation.~~Contingencies

Note 9 - Commitments and Contingencies

Litigation, Claims and Assessments

From time to time, the Company may become involved in various lawsuits and legal proceedings, ~~which~~that arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business.

Licensing and Royalty Agreements

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; 4% of net sales from $500 thousand up to $2.5 million of net sales for each year under the License Agreement; 2% of net sales from $2.5 million up to $20 million of net sales for each year under the License Agreement; and 1% of net sales in excess of $20 million of net sales for each year under the License Agreement.

In order to continue exclusivity, the Company must pay a minimum royalty of $125,000 each year.

The Company incurred approximately $~~143~~357 thousand ~~and $448 thousand~~ of royalty expenses for the three ~~and nine~~ months ended ~~October~~April 3130, ~~2024~~2025, ~~respectively,~~ compared to $~~119~~182 thousand ~~and $437 thousand~~ for the three ~~and nine~~ months ended ~~October~~April 3130, ~~2023, respectively~~2024. Royalty expenses are included in selling, general and administrative expenses on the Condensed Consolidated Statements of Operations.

~~Note~~Purchase ~~10 –Leases~~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. Effective March 1, 2025, the Company entered into a six month purchase commitment to buy two million sixteen thousand pounds of beef, 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. No such liability was recognized for these arrangements during the period.

Note 11 –Leases

The Company accounts for leases in accordance with ASC 842 “Leases” (“ASC 842”). We determine whether an arrangement is a lease at inception. 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.

InEffective ~~April~~February ~~2024~~1, 2025, the Company's ~~lease~~amended ofand ~~additional~~extended ~~warehouse~~its ~~and~~lease ~~office~~for ~~space~~25 inBranca ~~Farmingdale~~Road, ~~New~~East ~~York~~Rutherford, ~~became effective~~NJ. The amended lease ~~agreement~~expands ~~has~~the aspace ~~five-year~~available ~~term~~to ~~with~~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 $~~16.7~~200 thousand. ~~for~~On the ~~first~~effective ~~year~~date of the lease amendment, ~~increasing~~the Company recognized a right of use asset and corresponding lease liability of approximately $4.2 million.

~~F-21~~17

Table of Contents

toWe ~~approximately~~have ~~$17.2 thousand~~operating leases for ~~the~~offices ~~second~~and ~~year,~~other ~~increasing~~facilities toused ~~approximately $17.7 thousand~~ for ~~the~~our ~~third~~operations. ~~year,~~We ~~increasing~~also tohave ~~approximately~~finance ~~$18.2 thousand~~leases ~~for~~relating ~~the~~primarily ~~fourth~~to ~~year~~machinery and ~~increasing to approximately $18~~equipment.~~8 thousand~~ ~~for~~Our ~~the~~leases ~~fifth~~have ~~year.~~remaining Aslease aterms ~~result~~ of ~~this~~approximately ~~lease~~0.25 ~~the~~years ~~Company~~to ~~recognized~~6.6 ~~a ROU)asset and a lease liability of approximately $873 thousand~~years.

During the nine months ended October 31, 2024, the Company amended and subsequently extended its lease for 25 Branca Road, East Rutherford, NJ. The amended lease had a termination date of August 31, 2024. With the initial amendment of the lease the Company wrote off approximately $897 thousand of the ROU asset and ROU liability in the nine months ended October 31, 2024. On August 21, 2024, the Company amended its lease at 25 Branca Road. The amended lease has monthly rent of approximately $36 thousand until February 28, 2026, with a renewal option to extend the lease until August 31, 2029. The monthly rent during the renewal option ranges from approximately $38 thousand to approximately $42 thousand. As a result of this lease the Company recognized a ROU asset and a lease liability of approximately $615 thousand.

We have operating leases for offices and other facilities used for our operations. We also have finance leases consisting primarily of machinery and equipment. Our leases have remaining lease terms of approximately 0.50 years to 7.1 years.

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

	October 31, 2024		October 31, 2023
	April 30, 2025		April 30, 2024
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	~~(180)~~257	$	~~237~~151
Financing cash flows from finance leases	~~296~~102		~~175~~95

The following table shows the weighted average lease term and weighted average discount rate for our ROU lease assets:

	October 31, 2024		January 31, 2024
	April 30, 2025		January 31, 2025
Weighted average remaining lease term (in years)
Operating leases	5.2008		65.5732
Finance leases	4.7038		4.4953
Weighted average discount rate:
Operating leases	56.8237	%	46.8538	%
Finance leases	7.6586	%	67.74	%

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

For the fiscal years ended	Finance Leases		Operating Leases		Total Maturities of Lease Liabilities
2025 remaining	$	132	$	249	$	381
2026 remaining	$	322	$	1,102	$	1,424
2026	454		1,002		1,456
2027	406		1,512		1,918
2027	406		503		909
2028	398		1,591		1,989
2028	398		500		898
2029	302		1,635		1,937
2029	302		507		809
2030	179		1,486		1,665
Thereafter	~~293~~117		~~839~~519		~~1,132~~636
Total undiscounted future lease payments	1,~~985~~724		37,~~600~~845		59,~~585~~569
Less: imputed interest	(~~341~~282)		(~~447~~1,148)		(~~788~~1,430)
Total present value of future lease liabilities	$	1,~~644~~442	$	36,~~153~~697	$	48,~~797~~139

Note 1112 - Income Tax Provision

The Company’s effective tax rate for the three ~~and nine~~ months ~~ending~~ended ~~October~~April 3130, ~~2024~~2025 and ~~October~~April 3130, ~~2023~~2024 iswas 2318.85% and 2524.15%, respectively. Differences from the statutory rate primarily relate to state taxes.

~~F-22~~As of April 30, 2025, and January 31, 2025, the net deferred tax asset was approximately $469 thousand and $258 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. The ultimate realization of deferred tax assets is dependent upon future generation of taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. There was no valuation allowance on the Company's deferred tax assets as of April 30, 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. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the Company has taken or expects to take in its tax return. For those benefits

Table of Contents

Asto ofbe ~~October 31~~recognized, ~~2024,~~a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net ~~deferred~~benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss carryforward or amount of tax ~~asset~~refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was ~~approximately~~not ~~$413 thousand~~recognized as a result of applying the provisions of ASC 740.

InNote ~~assessing~~13 ~~the~~- ~~realization~~Segment of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon future generation of taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. 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, 2024 or January 31, 2024.Information

~~The~~For ~~Company~~the ~~evaluated~~three ~~the~~months ~~provisions~~ended ofApril 30, ~~ASC~~2025 ~~740~~and ~~related~~April 30, to2024 the ~~accounting~~Company ~~for~~was ~~uncertainty~~managed inas ~~income~~a ~~taxes~~single ~~recognized~~operating ~~in an enterprise’s financial statements~~segment. ~~ASC~~The ~~740~~Chief ~~prescribes~~Executive ~~a comprehensive model for how a company should recognize~~Officer, ~~present,~~who ~~and~~is ~~disclose~~also ~~uncertain positions that~~ the Company’s ~~has~~Chief ~~taken~~Operating orDecision ~~expects~~Maker ~~to take in its tax return. For those benefits to be recognized~~(“CODM”), areviews ~~tax~~financial ~~position~~information ~~must~~on bean ~~more-likely-than-not~~aggregate tobasis befor ~~sustained~~purposes ~~upon~~of ~~examination~~allocating byresources ~~taxing~~and ~~authorities.~~assessing ~~Differences~~financial ~~between~~performance, ~~tax~~as ~~positions~~well ~~taken~~as orfor ~~expected~~making tostrategic beoperational ~~taken~~decisions ~~in a tax return~~ and managing the ~~net~~organization. ~~benefit~~As ~~recognized~~such, ~~and measured pursuant to~~ the ~~interpretation~~Company ~~are~~has ~~referred~~one toreportable ~~as “unrecognized benefits~~segment.” AAdditionally, ~~liability~~all ~~is recognized (or amount~~ of ~~net~~the ~~operating loss carryforward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise~~Company’s ~~potential~~assets ~~future~~are ~~obligation~~maintained toin the ~~taxing~~United ~~authority for a tax position that was not recognized as a result of applying the provisions of ASC 740~~States.

~~F-23~~Segment reporting for the three months ended April 30, (in thousands):


	For the Three Ended
	April 30, 2025		April 30, 2024
Net sales	$	35,255	$	29,838
Costs of sales	26,071		22,375
Gross profit	9,184		7,463
Less: (A)
Research and development	73		104
Direct Variable Costs (B)	2,433		1,853
Other selling, general, and administrative expenses	5,100		4,733
Total operating expenses	7,606		6,690
Income from operations	1,578		773
Interest expense	(88)		(127)
Interest income	30		92
Amortization of debt discount	(3)		(6)
Income tax expense	(280)		(179)
Segment net income	1,237		553
Reconciliation of profit
Adjustments and reconciling items	—		—
Consolidated net income	$	1,237	$	553

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

(B) This category contains commission expenses, royalty expenses, and freight-related expenses.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~THE~~The ~~FOLLOWING~~following ~~DISCUSSION~~management's OFdiscussion ~~OUR~~and ~~PLAN~~analysis OFshould ~~OPERATION~~be ~~AND~~read ~~RESULTS~~in OFconjunction ~~OPERATIONS~~with ~~SHOULD~~our BEannual ~~READ~~report INon ~~CONJUNCTION~~Form ~~WITH THE FINANCIAL STATEMENTS AND RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REPORT. THIS DISCUSSION CONTAINS FORWARD~~10-~~LOOKING~~K ~~STATEMENTS~~for ~~THAT~~the ~~RELATE~~fiscal TOyear ~~FUTURE~~ended ~~EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE. THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS~~January 31, ~~UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS~~2025, ~~LEVELS~~as OFwell ~~ACTIVITY,~~as ~~PERFORMANCE~~our ORsubsequent ~~ACHIEVEMENTS~~reports TOon BEForm ~~MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD~~10-~~LOOKING~~Q ~~STATEMENTS.~~and ~~THESE~~Form ~~RISKS AND OTHER FACTORS INCLUDE, AMONG OTHERS, THOSE LISTED UNDER “FORWARD~~8-~~LOOKING~~K ~~STATEMENTS”~~and ~~AND~~any ~~“RISK~~amendments ~~FACTORS”~~to ~~DETAILED~~such ~~IN OUR MOST RECENT ANNUAL REPORT ON FORM 10-K, OTHER PRIOR COMPANY FILINGS~~reports.

Overview

Mama’s Creations, Inc. (“Mama’s,” “Mama’s Creations,” the “Company”,” "we"," "our"," or "us") is a leading marketer, manufacturer, and ~~manufacturer~~distributor of fresh deli prepared foods, found in over 810,000 grocery, mass, club and convenience stores nationally. The Company’s broad product portfolio, born from MamaMancini’s rich history in Italian foods, now consists of a variety of high-quality, fresh, clean and easy -to -prepare foods to address the needs of both our consumers and retailers. Our vision is to become a one-stop-shop deli solutions platform, leveraging vertical integration and a diverse family of brands to offer a wide array of prepared foods to meet the changing demands of the modern consumer.

~~Results of Operations for the Three Months Ended October 31, 2024 and 2023~~20

The following table sets forth the summary of the Condensed Consolidated Statements of Operations for the three months ended October 31, 2024 and 2023 (in thousands):

	For the Three Months Ended
	October 31, 2024		October 31, 2023
Net sales	$	31,523	$	28,648
Costs of sales	$	24,410	$	20,013
Gross Profit	$	7,113	$	8,635
Operating Expenses	$	6,550	$	5,928
Other Expenses, net	$	(25)	$	(130)
Income Tax Expense	$	(128)	$	(568)
Net Income	$	410	$	2,009

For the three months ended October 31, 2024 and 2023, the Company reported net income of approximately $0.4 million and $2.0 million respectively. The change in net income between the three months ended October 31, 2024 and 2023 is due to the changes in net sales, costs of sales and operating expenses described below.

Net sales: Net Sales increased by approximately 10% to $31.5 million during the three months ended October 31, 2024, from $28.6 million during the three months ended October 31, 2023. The increase in sales is due to volume gains and successful pricing actions. Volume gains were driven by increased demand at existing customers, successful trade and marketing promotions, same-customer cross-selling of new items, and new customer door expansion.

Costs of sales: Costs of sales increased by approximately 22% to $24.4 million, or 77% of Net Sales, during the three months ended October 31, 2024, from $20 million, or 70% of Net Sales, during the three months ended October 31, 2023. The increase in Costs of sales as a percentage of Net Sales is due to increases in commodity costs, primarily the cost of chicken, and the non-recurring impact from construction surrounding the now completed installation of strategic capital equipment projects, partially offset by improvements in procurement, manufacturing and labor efficiencies.

Gross Profit Margin: The gross profit margin was 23% and 30% for the three months ended October 31, 2024 and 2023, respectively. The decrease in gross profit margin between the three months ended October 31, 2024 and 2023 is due to increased commodity costs and construction-related inefficiencies as noted above, which were partially offset by customer price increases, improvements in procurement, and manufacturing efficiencies.

Table of Contents

~~Operating~~CAUTIONARY ~~Expenses:~~NOTE ~~Operating~~REGARDING ~~expenses~~FORWARD-LOOKING increased approximately $622 thousand during the three months ended October 31, 2024, as compared to the three months ended October 31, 2023. The change in total operating expenses is primarily attributable to the following:STATEMENTS

~~•Advertising~~Certain ~~expenses~~statements ~~increased~~in bythis ~~approximately~~report ~~$282~~are ~~thousand~~“forward-looking ~~due~~statements” towithin ~~new~~the ~~strategies~~meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and ~~enhanced~~Section ~~focus~~21E of the Exchange Act. The forward-looking statements involve substantial risks and uncertainties. All statements, other than statements related to ~~drive~~present ~~increased~~facts ~~velocities~~or current conditions or of historical facts, contained in this report, including statements regarding our ~~existing~~strategy, ~~products;~~future operations, future financial position, future revenues, and projected costs, prospects, plans and objectives of management, are forward-looking statements. Accordingly, these statements involve estimates, assumptions and uncertainties which could cause actual results to differ materially from those expressed in them. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” or the negative of these terms or other comparable terminology are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

~~•Payroll~~Forward-looking ~~and~~statements ~~Related~~are ~~Expenses~~not ~~inclusive~~guarantees of ~~stock-based~~future ~~compensation~~performance ~~increased~~and byour ~~approximately~~actual ~~$178~~results ~~thousand~~could ~~mainly~~differ ~~related~~materially from the results discussed in the forward-looking statements. Factors that could cause actual results to ~~new~~differ ~~executive~~materially ~~hires~~from ~~and~~those ~~variable~~in ~~compensation~~the ~~arrangements;~~forward-looking statements include:

•~~Commission~~the ~~and~~adequacy ~~royalty~~of ~~expenses~~our ~~increased~~liquidity byto ~~approximately~~pursue ~~$162~~our ~~thousand~~business ~~due to increased sales~~objectives;

•~~Professional~~reliance ~~fees~~on ~~and~~a ~~director~~limited ~~fees~~number ~~increased~~of ~~by approximately $76 thousand mainly related to increase in corporate activity in the current year~~customers;

•~~Freight-related~~pricing ~~expenses~~pressures ~~decreased~~in bythe ~~approximately~~market ~~$146~~and ~~thousand~~lack ~~mainly~~of ~~related~~control toover athe ~~greater~~pricing ~~focus~~of onraw ~~full~~materials ~~truckload~~and ~~sales versus less than full truckload sales as well as stronger supplier management of carriers~~freight;

•~~Insurance~~adverse ~~expense~~economic ~~decreased~~conditions byor ~~approximately~~intense ~~$40 thousand mainly related to updated terms of coverage~~competition; ~~and~~

•~~Other~~entry ~~operating~~of ~~expenses~~new ~~increased~~competitors ~~by approximately $50 thousand due to additional travel~~ and ~~office expenses.~~products;

~~Other~~•adverse ~~Expenses~~federal, ~~net:~~state ~~Other~~and ~~expenses,~~local ~~net~~government ~~decreased~~regulation by(including, ~~approximately~~but ~~$105~~not ~~thousand~~limited to ~~$25 thousand for the three months ended October 31~~, ~~2024, as compared to $130 thousand for~~ the ~~three~~Food ~~months ended October 31, 2023. The decrease is primarily due to interest income of approximately $37 thousand~~ and ~~decreased~~Drug ~~interest expense of approximately $249 thousand due to a lower debt balance.~~Administration);

~~Results~~•liability ofrelated ~~Operations~~to ~~for~~ the ~~Nine~~consumption ~~Months~~of ~~Ended~~our ~~October 31, 2024 and 2023~~products;

~~The~~•supply ~~following~~chain ~~table~~disruptions ~~sets~~due ~~forth~~to ~~the~~global ~~summary~~economic ofuncertainty, ~~the~~weather, ~~Condensed~~natural ~~Consolidated~~disaster, ~~Statements~~fire, ofterrorism, ~~Operations for the nine months ended October 31~~pandemic, ~~2024 as compared to the nine months ended October 31~~strikes, ~~2023~~or ~~(in thousands):~~otherwise;

	For the Nine Months Ended
	October 31, 2024		October 31, 2023
Net Sales	$	89,743	$	76,559
Costs of Sales	$	68,288	$	54,047
Gross Profit	$	21,455	$	22,512
Operating Expenses	$	18,507	$	15,587
Other Expenses, net	$	(129)	$	(473)
Income Tax Expense	$	(708)	$	(1,522)
Income from equity method investment in Chef Inspirational Foods, LLC	$	—	$	223
Net Income	$	2,111	$	5,153

•loss or retirement of key executives, including prior to identifying a successor;

~~For~~•ability ~~the~~to ~~Nine~~secure ~~months~~placement ~~ended October 31, 2024 and 2023, the Company reported net income~~ of ~~approximately~~our ~~$2.1~~products ~~million and $5.2 million, respectively. The change~~ in ~~net~~key ~~income~~retail ~~between the nine months ended October 31, 2024 and 2023 is due to the changes in net sales, costs of sales and operating expenses described below.~~locations;

~~Net~~•maintenance sales: Net Sales increased by approximately 17.2% to $89.7 million during the nine months ended October 31, 2024, from $76.6 million during the nine months ended October 31, 2023. The increase in sales is due to volume gains, successful pricing actions, and the acquisition of ~~CIF~~quality ~~in June 2023. Volume gains were driven by increased demand at existing customers, successful trade and marketing promotions, same-customer cross-selling of new items, and new customer door expansion.~~control;

~~Costs~~•wage of sales: Costs of sales increased by approximately 26% to $68.3 million, or 76% of Net Sales, during the nine months ended October 31, 2024, from $54.0 million, or 71% of Net Sales, during the nine months ended October 31, 2023. The increase in costs of sales as a percentage of Net Sales is due to increases in commodity costs, primarily the cost of chicken, and ~~the~~price ~~non-recurring~~inflation; ~~impact from construction surrounding the now completed installation of strategic capital equipment projects, partially offset by improvements in procurement, manufacturing~~ and ~~labor efficiencies.~~

3• issues related to the enforcement of our intellectual property rights.

Table of Contents

~~Gross~~Results ~~Profit~~of ~~Margin:~~Operations ~~The gross profit margin was 24% and 29%~~ for the ~~nine~~Three ~~months~~Months ~~ended~~Ended ~~October~~April 3130, ~~2024~~2025 and ~~2023, respectively. The decrease in gross profit margin between the nine months ended October 31,~~ 2024 ~~and 2023 is due to increased commodity costs and construction-related inefficiencies, as noted above, partially offset by customer price increases and manufacturing efficiencies.~~

~~Operating~~The ~~Expenses:~~following ~~Operating~~table ~~expenses~~sets ~~increased~~forth bythe ~~19%~~summary ~~during~~of the ~~nine~~Condensed ~~months~~Consolidated ~~ended~~Statements ~~October 31,~~of ~~2024,~~Operations asfor ~~compared to~~ the ~~nine~~three months ended ~~October~~April 3130, ~~2023.~~2025 ~~The~~and ~~$2.9~~2024 ~~million increase~~ (in ~~total operating expenses is primarily attributable to the following~~thousands):

•One-time legal settlement expense of approximately $900 thousand, due to the Settlement Agreement with directors;


	For the Three Months Ended
	April 30, 2025		April 30, 2024

Net sales	$	35,255	$	29,838
Costs of sales	$	26,071	$	22,375
Gross Profit	$	9,184	$	7,463
Operating Expenses	$	7,606	$	6,690
Other Expenses, net	$	(61)	$	(41)
Income Tax Expense	$	(280)	$	(179)
Net Income	$	1,237	$	553

~~•Advertising~~For ~~expenses~~the ~~increased~~three bymonths ended April 30, 2025 and 2024, the Company reported net income of approximately $~~701~~1.2 ~~thousand~~million ~~due~~and to$0.6 ~~new~~million, ~~strategies~~respectively. The change in net income between the three months ended April 30, 2025 and ~~enhanced~~2024 ~~focus~~is due to ~~drive~~the ~~increased~~changes ~~velocities~~in net sales, costs of ~~our~~sales ~~existing~~and ~~products;~~operating expenses described below.

~~•Amortization~~Net ofsales: ~~intangible~~Net ~~assets~~Sales increased by approximately 18% to $~~508~~35.3 ~~thousand~~million during the three months ended April 30, 2025, from $29.8 million during the three months ended April 30, 2024. The increase in sales is primarily due to ~~the~~volume ~~acquisition~~gains, ofwhich ~~CIF~~were driven by new products sold into existing customers, and successful trade and marketing promotions, which ~~was~~drove ~~completed~~velocity inacceleration, ~~June~~and ~~2023;~~initial entry into new customers.

~~•Other~~Costs ~~operating~~of ~~expenses~~sales: Costs of sales increased by approximately 17% to $~~435~~26.1 ~~thousand~~million, ~~mainly~~or 74% of Net Sales, during the three months ended April 30, 2025, from $22.4 million, or 75% of Net Sales, during the three months ended April 30, 2024. The increase in cost of sales is due to ~~increased~~higher ~~spend~~sales, onand ~~travel~~higher commodity prices, ~~and~~particularly ~~computer~~of ~~and~~chicken, ~~information~~offset ~~technology~~by ~~software~~increased ~~and~~operational ~~systems~~efficiencies ~~expense~~driven by increased labor and procurement efficiency.

~~•Commission~~Gross Profit Margin: The gross profit margin was 26% and ~~royalty~~25% ~~expenses~~for ~~increased~~the three months ended April 30, 2025 and 2024, respectively. The year-over-year improvement was driven by ~~approximately~~labor ~~$381~~and ~~thousand~~procurement ~~due~~efficiency toas ~~increased~~well ~~sales;~~as improved fixed overhead absorption.

~~•Professional~~Operating ~~fees~~Expenses: ~~and~~Operating ~~director~~expenses ~~fees~~ increased by approximately $~~170~~916 thousand during the three months ended April 30, ~~mainly~~2025, ~~related~~as compared to ~~increase~~the inthree ~~corporate~~months ~~activity~~ended April 30, 2024. The change in ~~the~~total ~~current~~operating ~~year;~~expenses is primarily attributable to the following:

•Payroll and Related Expenses inclusive of stock-based compensation increased by approximately $85563 thousand, mainly related to new executive hires and variable compensation arrangements;

•~~Insurance~~Commission ~~expense~~and ~~decreased~~royalty expenses increased by approximately $~~206~~508 thousand, ~~mainly~~due ~~related~~ to ~~updated~~increased ~~terms of our coverage~~sales; ~~and~~

•~~Freight-related~~Advertising expenses ~~decreased~~increased by approximately $~~114~~338 thousand, ~~mainly~~due ~~related~~ to anew ~~greater~~strategies ~~focus~~and onenhanced ~~full~~distribution ~~truckload~~of ~~sales~~our ~~versus~~existing ~~less~~products; ~~than full truckload sales as well as stronger supplier management of carriers.~~

~~Other~~•Freight-related ~~Expenses, net: Other~~ expenses, ~~net~~increased ~~decreased~~ by approximately $~~344~~71 thousand tomainly ~~$129~~due ~~thousand for the nine months ended October 31, 2024, as compared~~ to ~~$473~~increased ~~thousand for the nine months ended October 31~~sales, ~~2023.~~partially ~~The~~offset ~~decrease~~by isa ~~primarily~~greater ~~due~~focus toon ~~interest~~full ~~income~~truckload insales ~~the~~versus ~~current~~less ~~year~~than offull ~~approximately~~truckload ~~$192~~sales ~~thousand,~~as ~~and~~well aas ~~decrease~~stronger ofsupplier ~~interest~~management ~~expense~~ of ~~approximately $114 thousand, due to a lower debt balance.~~carriers;

•Insurance expense increased by approximately $24 thousand mainly related to increased sales;

•Other operating expenses increased by approximately $56 thousand due to additional travel, IT, and office expenses; and

•Professional fees and director related expenses decreased by approximately $623 thousand primarily due to a one-time legal settlement with certain directors of approximately $900 thousand in the prior year, offset by higher professional fees due to increased corporate activity in the current year.

Table of Contents

Other Expenses, net: Other expenses, net increased by approximately $20 thousand to $61 thousand for the three months ended April 30, 2025, as compared to $41 thousand for the three months ended April 30, 2024. The increase is primarily due to lower interest income, offset by a lower interest expense, which is due to a lower debt balance.

Liquidity and Capital Resources

We finance our operations with internally generated funds, supplemented by credit arrangements with third parties and, potentially, capital market financing.

Working Capital

The following table summarizes total current assets, liabilities and working capital at ~~October~~April 3130, ~~2024~~2025 compared to January 31, ~~2024~~2025 (in thousands):

October 31, 2024

January 31, 2024

Change

April 30, 2025

January 31, 2025

Change

Current Assets

2224,~~005~~227

2321,~~566~~877

(12,~~561)~~350

Current Liabilities

18,~~835~~715

1617,~~690~~025

21,~~145~~690

Working Capital

35,~~170~~512

64,~~876~~852

~~(3,706)~~660

As of ~~October~~April 3130, ~~2024~~2025, we had working capital of approximately $35.25 million as compared to working capital of approximately $64.9 million as of January 31, ~~2024~~2025. The ~~decrease~~increase in working capital is primarily attributable to aan ~~decrease~~increase in cash and cash equivalents of approximately $14.79 million, aand ~~decrease~~an increase in inventory of approximately $0.15 million, partially offset by an increase in accounts payable and accrued expenses of approximately $1.45 million, and ana ~~increase~~decrease in ~~promissory notes - related parties of $0.3 million, partially offset by an increase in~~ accounts receivable of approximately $02.73 million.

Table of Contents

Long-Term Requirements

As of ~~October~~April 3130, ~~2024~~2025, we had no borrowings outstanding under our Credit Agreement and approximately $12.64 million outstanding under our Term Loan Agreement with M&T Bank. The Term Loan Agreement has a maturity date of January 17, 2027. In addition, we have ~~payments~~a payment of $750 thousand (plus accrued interest) due on December 29, ~~2024 and~~ 2025 , pursuant to the promissory notes issued to the sellers of T&L and Olive Branch, as discussed in Item 1, Note 51. In addition, we have a payment of $1.5 million in common stock due to the sellers of CIF on June 28, 2025. We also have operating leases for offices and other facilities used for our operations and finance leases comprised primarily of machinery and equipment leases, as discussed in Item 1. Note 1011.

Cash Flows

The following table summarizes the key components of our cash flows for the ~~nine~~three months ended ~~October~~April 3130, ~~2024~~2025 and ~~2023~~2024 (in thousands).;

	For the Nine Months Ended October 31,
	For the Three Months Ended April 30,
	2024		2023
	2025		2024
Net Cash Provided by Operating Activities	$	6,~~034~~005	$	43,~~878~~641
Net Cash (Used in) Investing Activities	(~~5,022~~539)		(1,~~317~~144)
Net Cash (Used in) Financing Activities	(~~2,715~~605)		(~~2,314~~476)
Net (Decrease) Increase in cash	(1,703)		1,247
Net Increase in cash	4,861		2,021
Cash and cash equivalents, beginning of period	117,~~022~~150		411,~~378~~022
Cash and cash equivalents, end of period	$	912,~~319~~011	$	513,~~625~~043

Operating activities

Net cash provided by operating activities for the ~~nine~~three months ended ~~October~~April 3130, ~~2024~~2025 was approximately $6.0 million, which consisted of (i) net income of approximately $2.1.2 million, (ii) non-cash expenses of approximately $31.03 million, and (iii) aan ~~decrease~~increase in operating assets and liabilities of approximately $13.05 million.

Net cash provided by operating activities for the nine months ended October 31, 2023 was approximately $4.9 million, which consisted of (i) net income of approximately $5.2 million, (ii) non-cash expenses of approximately $2.1 million, and (iii) a decrease in operating assets and liabilities of approximately $2.5 million.23

Table of Contents

Net cash provided by operating activities for the three months ended April 30, 2024 was approximately $3.6 million, which consisted of (i) net income of approximately $0.6 million, (ii) non-cash expenses of approximately $1.2 million, and (iii) an increase in operating assets and liabilities of approximately $1.9 million.

Investing activities

Net cash used in investing activities for the ~~nine~~three months ended ~~October~~April 3130, ~~2024~~2025 was approximately $5.0.5 million and consisted of purchases of ~~fixed~~machinery ~~assets~~and equipment.

Net cash used in investing activities for the ~~nine~~three months ended ~~October~~April 3130, ~~2023~~2024 was approximately $1.31 million, and consisted of ~~approximately $0.7 million~~ purchases of ~~fixed~~machinery ~~assets~~ and $0equipment.~~6 million for the purchase of the remaining interest in CIF.~~

Financing activities

Net cash used in financing activities for the ~~nine~~three months ended ~~October~~April 3130, ~~2024~~2025 was approximately $20.76 million and consisted of approximately $10.25 million of payments ~~of related party promissory notes, approximately $1.3 million of payments~~ on the Term Loan and approximately $0.31 million payments on finance leases.

Net cash used in financing activities for the ~~nine~~three months ended ~~October~~April 3130, ~~2023~~2024 was approximately $20.35 million and consisted of approximately $10.34 million of payments on the Term Loan, ~~approximately $0.9 million of payments on the line of credit,~~ and approximately $0.21 million payments on finance leases.

Liquidity and capital requirements outlook

Although the expected revenue growth and control of expenses leads management to believe that it is probable that the Company’s cash resources will be sufficient to meet its cash requirements through at least the next twelve months, based on current and projected levels of operations, the Company may require additional funding to finance growth or achieve its strategic objectives. If such financing is required, there can be no assurance that financing will be available in amounts or on terms acceptable to the Company, if at all. In the event funding is not available on reasonable terms, the Company might be required to change its growth strategy and/or seek funding on an alternative basis, but there is no guarantee it will be able to do so.

Table of Contents

strategic objectives. If such financing is required, there can be no assurance that financing will be available in amounts or on terms acceptable to the Company, if at all. In the event funding is not available on reasonable terms, the Company might be required to change its growth strategy and/or seek funding on an alternative basis, but there is no guarantee it will be able to do so.

Recent Accounting Pronouncements

See Note 2 of Notes to Unaudited Condensed Consolidated Financial Statements for accounting pronouncements issued but not yet adopted that may impact the Company’s condensed consolidated financial position, earnings, cash flows or disclosures.

Critical Accounting Estimates and Policies

As of the filing date of this report, there were no significant changes in our critical accounting estimates from those discussed in our ~~2024~~annual report on Form 10-K for the most recent completed fiscal year.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

~~Not~~Interest ~~applicable.~~Rate Risk

We are exposed to market risk for changes in interest rates related to principal amount of the Acquisition Note and Credit Agreement. The principal amount of the Acquisition Note and Credit Agreement is subject to rates based on the Secured Overnight Financing Rate plus a spread based on leverage. As of April 30, 2025 and January 31, 2025, the outstanding balance of the Acquisition Note was approximately $2.4 million and $2.9 million, respectively. A 1% change in the effective interest rate applied to the Acquisition Note would have resulted in a pre-tax interest expense fluctuation of approximately $23 thousand on an annualized basis. A 1% change in the effective interest rate applied to the Credit Agreement would not have resulted in a pre-tax interest expense fluctuation as there were no borrowings on the agreement.

Commodity Price Risk

We purchase raw materials, supplies and other commodities for use in our operations based on prices established with our suppliers. Many of the commodities purchased by us are subject to volatility due to market supply and demand factors outside of our control, including the price of other commodities, trade policy, and other factors. To manage this risk in part, we enter into fixed-price purchase commitments for certain commodities. We believe that substantially all of the raw materials and supplies we purchase are available from alternate sources. We may or may not have the ability to increase

Table of Contents

our selling prices in response to commodity price increases. A 1.0% increase in commodity prices would negatively impact costs of sales by approximately $193 thousand on an annualized basis.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934), as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that we file under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, who serve as our principal executive officer and our principal financial officer, respectively, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well-designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Due to the inherent limitations of control systems, not all misstatements may be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. Controls and procedures can only provide reasonable, not absolute, assurance that the above objectives have been met.

As of ~~October~~April 3130, ~~2024~~2025, we evaluated, with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective, at the reasonable assurance level, in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Remediation of Material Weakness in Internal Control Over Financial Reporting

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

As disclosed in our annual report on Form 10-K for the fiscal year ended January 31, 2025, our management identified material weaknesses in our internal control over financial reporting relating to (1) inadequate segregation of duties between the IT and accounting functions, (2) not maintaining adequate support for authorization and approval of certain transactions recorded in the Company’s IT systems, including those obtained through electronic data interface, and (3) inadequate documentation of review procedures, including those associated with level of precision, investigating and resolving outliers, and evaluating the completeness and accuracy of information produced by the entity, including those obtained from certain service organizations which require that complementary user entity controls are suitably designed and operating effectively.

None of the identified material weaknesses resulted in a material misstatement to our annual or interim consolidated financial statements for the year ended January 31, 2025. However, because the underlying deficiencies could have resulted in a material misstatement, management determined that each constitutes a material weakness.

We are committed to establishing and maintaining effective internal control over financial reporting and promptly remediating the identified material weaknesses. Management continues to work to strengthen supporting procedures and documentation to ensure a strong control environment.

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

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

Table of Contents

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

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

Management believes the actions described above will strengthen our internal control over financial reporting and will be sufficient to remediate the identified material weaknesses as soon as January 31, 2026. However, there can be no guarantee that such remediation efforts will be sufficient by the end of the current fiscal year or at all. Management will continue to monitor the effectiveness of the Company’s procedures and internal control over financial reporting and intends to make further changes as may be necessary or appropriate to reasonably ensure their effectiveness.

Changes in Internal Control over Financial Reporting

~~There~~Except as described above, there were no changes in our internal control over financial reporting, ~~as such term is defined in Exchange Act Rule 13a-15,~~ that occurred during our ~~last~~most ~~quarter~~recently tocompleted ~~which~~fiscal ~~this~~quarter ~~Quarterly Report relates~~ that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

626

Table of Contents

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may be involved in litigation incidental to the conduct of our business. We are currently not involved in any litigation that we believe could have a material effect on our financial condition or results of operations.

Item 1A. Risk Factors.

There have been no material changes to the risk factors ~~previously~~described ~~reported~~ in ~~our~~Part ~~2024~~I, ~~Form~~Item ~~10-K. See~~1A ~~the~~of ~~risk factors set forth in~~ our ~~2024 Annual Report on~~ Form 10-K ~~under~~for the ~~caption~~fiscal ~~"Item~~year 1Aended -January 31, ~~Risk Factors~~2025."

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~None~~The terms of the Company's Acquisition Note with M&T Bank restricts the issuance of cash dividends.

The Company's Acquisition Note with M&T Bank restricts the issuance of cash dividends.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Rule 10b5-1 Trading Plans

AsDuring ~~previously~~the ~~disclosed,~~three ~~Adam~~months ~~Michaels~~ended April 30, ~~our Chief Executive Officer~~2025, ~~has~~no ~~adopted~~director aor ~~trading~~officer ~~arrangement~~of ~~intended~~the toCompany ~~satisfy~~adopted, ~~the~~modified ~~affirmative~~or ~~defense~~terminated ~~conditions~~a of “Rule 10b5-1~~(c)~~ ~~and~~trading ~~qualify~~arrangement” asor ~~an eligible~~ “~~sell~~non-~~to-cover transaction” (as described in~~ Rule 10b5-1~~(c)(1)(ii)(D)(3)~~ ~~under the Exchange Act). The~~ trading arrangement ~~provides for the sale~~, pursuant to sell-to-cover instructions, of a number of shares of our common stock necessary to satisfy tax withholding requirements upon the vesting of outstanding time-vested restricted stock units (“RSUs”). ~~The~~as ~~amounts~~each ofterm ~~shares to be sold under the trading arrangement~~ is ~~dependent~~defined onin ~~future~~Item events that cannot be known at this time, including the future trading price of the Company’s common stock. The expiration date relating to the trading arrangement is dependent on future events which cannot be known at this time, including the vest date of the subject RSU awards and any termination of service. The latest possible termination date under the trading arrangement is September 22, 2027. As of October 31, 2024, there were 408(a) ~~total~~ of ~~266,092~~Regulation ~~shares underlying unvested RSUs subject to the existing trading arrangement~~S-K.

Except as described above during the three months ended October 31, 2024, no director or executive officer adopted, modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.27

Table of Contents

Item 6. Exhibits.

ExhibitNo.						Description
3.1						Articles of Incorporation of Mama’s Creations, Inc. (incorporated by reference from Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed on May 24, 2011).
3.2						Certificate of Amendment to Certificate of Incorporation of Mama’s Creations, Inc. (incorporated by reference from Exhibit 3.4 to the Company’s Current Report on Form 8-K filed on March 8, 2013).
3.3						Certificate of Amendment to Articles of Incorporation of Mama’s Creations, Inc. (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 1, 2023).
3.4						Second Amended and Restated Series A Convertible Preferred Stock Certificate of Designation (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 10, 2015).
3.5						Series B Preferred Stock Certificate of Designation (incorporated by reference from Exhibit 3.4 to the Company’s Registration Statement on Form S-3 filed on June 2, 2023).
3.6						Second Amended and Restated Bylaws of Mama’s Creations, Inc. (incorporated by reference from Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on August 1, 2023).
10.1*						Employment Agreement by and between the Company and Moore (Skip) Tappan, III, dated September 3, 2024 (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 9, 2024)
31.1*						Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.1						Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002**
31.2*						Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2						Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002**
32.1*						Certification of Principal Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1						Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
32.2*						Certification of Principal Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2						Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101*						Financial statements from the quarterly report on Form 10-Q for the quarter ended April 30, 2025, as filed with the Securities and Exchange Commission, formatted in inline eXtensible Business Reporting Language (iXBRL): (i) Condensed Consolidated Balance Sheets; (ii) Condense Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Changes in Stockholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows, (v) Notes to Condensed Consolidated Financial Statements, and (vi) the information set forth in Part II, Item 5
101.INS						Inline XBRL Instance Document**
101.SCH						Inline XBRL Taxonomy Extension Schema Document**
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document**
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document**
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

*~~Denotes~~ ~~management~~Filed ~~contract or compensatory arrangement~~herewith.

**Filed herewith.28

Table of Contents

SIGNATURES

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

	MAMA’S CREATIONS, INC.
Date: December 16, 2024	By:	/s/ Adam L. Michaels
Date: June 3, 2025	By:	/s/ Adam L. Michaels
	Name:	Adam L. Michaels
	Title:	Chief Executive Officer
		(Duly Authorized Officer)
	By:	/s/ Anthony Gruber
	Name:	Anthony Gruber
	Title:	Chief Financial Officer (Principal Financial Officer)

929

Filing Compare · Mama's Creations, Inc.