UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

For the quarter ended: October 31, 2023

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) 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(g) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on which registered
Common Stock, par value $0.00001	MAMA	NASDAQ Capital Market

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
		Emerging Growth Company	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 11, 2023, there were 37,256,596 shares outstanding of the registrant’s common stock.

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
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	6
Item 4.	Controls and Procedures.	6
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	7
Item 1A.	Risk Factors.	7
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities.	14
Item 3.	Defaults Upon Senior Securities.	14
Item 4.	Mine Safety Disclosures.	14
Item 5.	Other Information	14
Item 6.	Exhibits.	15
Signatures		16

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 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;

•our ability to integrate acquisitions and related businesses including Chef Inspirational Foods, LLC;

•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 this report and “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K, and to subsequent reports and registration statements 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.

1

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

MAMA’S CREATIONS, INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2023

	Page(s)
Condensed Consolidated Balance Sheets as of October 31, 2023 (unaudited) and January 31, 2023	F-2
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended October 31, 2023 and 2022 (unaudited)	F-3
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended October 31, 2023 and 2022 (unaudited)	F-4
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended October 31, 2023 and 2022 (unaudited)	F-8
Notes to Condensed Consolidated Financial Statements (unaudited)	F-9

F-1

Mama’s Creations, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

	October 31, 2023		January 31, 2023
	(Unaudited)
Assets:
Current Assets:
Cash and cash equivalents	$	5,625	$	4,378
Accounts receivable, net	11,141		6,832
Inventories, net	2,572		3,636
Prepaid expenses and other current assets	1,000		828
Total current assets	20,338		15,674
Property, plant, and equipment, net	4,624		3,423
Intangible assets, net	5,367		1,503
Goodwill	8,633		8,633
Operating lease right of use assets, net	3,016		3,237
Deferred tax asset	419		718
Equity method investment	-		1,343
Deposits	95		54
Total Assets	$	42,492	$	34,585
Liabilities and Stockholders’ Equity:
Liabilities:
Current Liabilities:
Accounts payable and accrued expenses	$	10,084	$	9,063
Term loan, net of unamortized debt discount of $43 and $60, respectively	1,508		1,492
Operating lease liabilities	421		392
Finance leases payable	378		182
Promissory notes – related parties	1,950		750
Total current liabilities	14,341		11,879
Line of credit	-		890
Operating lease liabilities – net of current	2,631		2,897
Finance leases payable – net of current	1,175		249
Promissory notes – related parties, net of current	3,000		1,500
Term loan – net of current	3,391		4,655
Total long-term liabilities	10,197		10,191
Total Liabilities	24,538		22,070
Commitments and contingencies (Notes 10 and 11)
Stockholders’ Equity:
Series A Preferred stock, $0.00001 par value; 120,000 shares authorized; 23,400 issued as of October 31, 2023 and January 31, 2023, respectively, 0 shares outstanding as of October 31, 2023 and January 31, 2023, respectively	-		-
Series B Preferred stock, $0.00001 par value; 200,000 shares authorized; 0 and 54,600 issued and outstanding as of October 31, 2023 and January 31, 2023 respectively	-		-
Preferred stock, $0.00001 par value; 19,680,000 shares authorized; no shares issued and outstanding	-		-
Common stock, $0.00001 par value; 250,000,000 shares authorized; 37,368,387 and 36,317,857 shares issued as of October 31, 2023 and January 31, 2023, respectively, 37,138,387 and 36,087,857 shares outstanding as of October 31, 2023 and January 31, 2023, respectively	-		-
Additional paid in capital	23,059		22,724
Accumulated deficit	(4,955)		(10,059)
Less: Treasury stock, 230,000 shares at cost	(150)		(150)
Total Stockholders’ Equity	17,954		12,515
Total Liabilities and Stockholders’ Equity	$	42,492	$	34,585

See accompanying notes to the condensed consolidated financial statements.

F-2

Mama’s Creations, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(in thousands, except per share data)

	For the Three Months Ended October 31,				For the Nine Months Ended October 31,
	2023		2022		2023		2022
Net sales	$	28,648	$	25,694	$	76,559	$	70,371
Costs of sales	20,013		19,130		54,047		57,385
Gross profit	8,635		6,564		22,512		12,986
Operating expenses:
Research and development	124		24		290		93
Selling, general and administrative expenses	5,804		5,041		15,297		11,964
Total operating expenses	5,928		5,065		15,587		12,057
Income from operations	2,707		1,499		6,925		929
Other income (expenses)
Interest expense, net	(124)		(184)		(483)		(447)
Amortization of debt discount	(6)		(3)		(17)		(10)
Other income	—		—		27		3
Total other expenses	(130)		(187)		(473)		(454)
Net income before income tax provision and income from equity method investment	2,577		1,312		6,452		475
Income from equity method investment	—		72		223		90
Income tax (provision)	(568)		(286)		(1,522)		(106)
Net income	2,009		1,098		5,153		459
Less: series B preferred dividends	—		(12)		(49)		(12)
Net Income available to common stockholders	2,009		1,086		5,104		447
Net income per common share
– basic	$	0.05	$	0.03	$	0.14	$	0.01
– diluted	$	0.05	$	0.03	$	0.14	$	0.01
Weighted average common shares outstanding
– basic	37,121		36,318		36,642		36,020
– diluted	37,646		36,615		37,088		36,349

See accompanying notes to the condensed consolidated financial statements.

F-3

Mama’s Creations, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

(in thousands)

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

	Series A Preferred Stock			Series B Preferred Stock			Common Stock			Treasury Stock			Additional Paid In		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Equity
Balance, August 1, 2023	-	$	-	-	$	-	37,343	$	-	(230)	$	(150)	$	22,912	$	(6,964)	$	15,798
Stock based compensation	-	-		-	-		-	-		-	-		110		-		110
Stock issued for the exercise of options and warrants	-	-		-	-		25	-		-	-		37		-		37
Net income	-	-		-	-		-	-		-	-		-		2,009		2,009
Balance, October 31, 2023	-	$	-	-	$	-	37,368	$	-	(230)	$	(150)	$	23,059	$	(4,955)	$	17,954

F-4

For the Period from August 1, 2022 through October 31, 2022

	Series A Preferred Stock			Series B Preferred Stock			Common Stock			Treasury Stock			Additional Paid In		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Equity
Balance, August 1, 2022	-	$	-	-	$	-	36,318	$	—	(230)	$	(150)	$	21,326	$	(12,968)	$	8,208
Stock options issued for services	-	-		-	-		-	-		-	-		16		-		16
Common stock issued for services	-	-		-	-		-	-		-	-		8		-		8
Issuance of Preferred B Shares, net of issuance costs	-	-		47	-		-	-		-	-		1,123		-		1,123
Series B Preferred dividend	-	-		-	-		-	-		-	-		-		(12)		(12)
Net income	-	-		-	-		-	-		-	-		-		1,098		1,098
Balance, October 31, 2022	-	$	-	47	$	-	36,318	$	—	(230)	$	(150)	$	22,473	$	(11,882)	$	10,441

F-5

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

	Series A Preferred Stock			Series B Preferred Stock			Common Stock			Treasury Stock			Additional Paid In		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Equity
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

F-6

For the Period from February 1, 2022 through October 31, 2022

	Series A Preferred Stock			Series B Preferred Stock			Common Stock			Treasury Stock			Additional Paid In		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Equity
Balance, February 1, 2022	-	$	-	-	$	-	35,759	$	-	(230)	$	(150)	$	20,588	$	(12,329)	$	8,109
Stock options issued for services	-	-		-	-		-	-		-	-		28		-		28
Common stock issued for services	-	-		-	-		-	-		-	-		8		-		8
Stock issued for the exercise of options	-	-		-	-		57	-		-	-		26		-		26
Stock issued for the acquisition of equity investment in Chef Inspirational	-	-		-	-		502	-		-	-		700		-		700
Issuance of Preferred B Shares, net of issuance costs	-	-		47	-		-	-		-	-		1,123		-		1,123
Series B Preferred dividend	-	-		-	-		-	-		-	-		-		(12)		(12)
Net Income	-	-		-	-		-	-		-	-		-		459		459
Balance, October 31, 2022	-	$	-	47	$	-	36,318	$	—	(230)	$	(150)	$	22,473	$	(11,882)	$	10,441

See accompanying notes to the condensed consolidated financial statements.

F-7

Mama’s Creations, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)

	For the Nine Months Ended October 31,
	2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	5,153	$	459
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	767		679
Amortization of debt discount	17		10
Amortization of right of use assets	221		273
Amortization of intangibles	692		367
Stock-based compensation	220		36
Allowance for obsolete inventory	78		-
Change in deferred tax asset	299		98
Income from equity method investment	(223)		(90)
Changes in operating assets and liabilities:
Allowance for doubtful accounts	140		-
Accounts receivable	(1,170)		735
Inventories	986		(673)
Prepaid expenses and other current assets	(179)		(111)
Security deposits	(35)		-
Accounts payable and accrued expenses	(1,851)		1,663
Operating lease liability	(237)		(261)
Net Cash Provided by Operating Activities	4,878		3,185
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for fixed assets	(671)		(508)
Cash paid for investment in Chef Inspirational Foods, LLC, net	(646)		(500)
Net Cash (Used in) Investing Activities	(1,317)		(1,008)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds in advance of preferred stock offering	-		185
Proceeds from preferred stock offering	-		1,180
Payment of stock offering costs	-		(57)
Repayment of term loan	(1,265)		(905)
(Repayment) borrowings of line of credit, net	(890)		225
Repayment of finance lease obligations	(175)		(191)
Payment of Series B Preferred dividends	(49)		(11)
Proceeds from exercise of options	65		26
Net Cash (Used in) Provided by Financing Activities	(2,314)		452
Net Increase in Cash	1,247		2,629
Cash and cash equivalents at beginning of period	4,378		851
Cash and cash equivalents at end of period	$	5,625	$	3,480
SUPPLEMENTARY CASH FLOW INFORMATION:
Cash Paid During the Period for:
Income taxes	$	112	$	9
Interest	$	477	$	369
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Conversion of series b preferred stock to common stock	$	—	$	-
Finance lease asset additions	$	1,297	$	72
Related party debt incurred for purchase of Chef Inspirational Foods, LLC	$	2,700	$	-
Non-cash consideration paid in common stock for equity investment in Chef Inspirational	$	—	$	700
Preferred B accrued dividends	$	—	$	1
Settlement of liability in common stock	$	50	$	-

See accompanying notes to the condensed consolidated financial statements.

F-8

Mama’s Creations, Inc.

Notes to Condensed Consolidated Financial Statements

October 31, 2023

Note 1 - Nature of Operations and Basis of Presentation

Nature of Operations

Mama’s Creations, Inc. (together with its subsidiaries, the “Company”), was organized on July 22, 2009 as a Nevada corporation. The Company has a year-end of January 31.

Our subsidiary, MamaMancini’s Inc., a Delaware Corporation (“Mamas”) is a marketer, manufacturer and distributor of beef meatballs with sauce, turkey meatballs with sauce, beef meatloaf, sausage & peppers, chicken parmesan and other similar meats and sauces. In addition, the Company continues to diversify its product line by introducing new products such as ready to serve meals, single-size pasta bowls, bulk deli, and packaged refrigerated protein products. Mamas products 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.

On December 29, 2021, the Company made two acquisitions which expanded the Company’s core product lines, occasions, and access to specific cohorts and markets. T&L Acquisition Corp, dba T&L Creative Salads, Inc. (“T&L”) and dba Olive Branch, LLC (“Olive Branch”), are related premier gourmet food manufacturers based in New York. T&L offers a full line of foods for retail food chains and club stores, delis, bagel stores, caterers and provision distributors. T&L uses high-quality meats, seafood and vegetables, prepared to meet the standards set forth by the USDA and the Food and Drug Administration (“FDA”). Olive Branch offers a full line of olives, olive mixes, and savory products to retail food chains and club stores, delis, bagel stores, caterers and provision distributors, primarily in pre-packaged containers.

On June 28, 2022, the Company acquired a 24% minority interest in Chef Inspirational Foods, LLC (“CIF”), a leading developer, innovator, marketer and sales company selling prepared foods, for an investment of $1.2 million. The investment consisted 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 up until the Company acquired the remaining interest of CIF (the “CIF Acquisition”). 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”). Per the terms of the Membership Interest Purchase Agreement the purchase price was approximately $3.7 million, including approximately $1 million in cash at closing and $2.7 million in a promissory note. The promissory note requires a principal payment of $1.2 million in cash on the first anniversary of the closing date, and a payment of $1.5 million in common stock of the Company on the second anniversary of the closing date.

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 through June 28, 2023
Revenues	$	13,721
Net income	$	931

On July 31, 2023, MamaMancini’s Holdings, Inc. 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 Common Stock, reflects the evolution of the Company from its origins as a home style, old world Italian food company to a broader provider of all-natural specialty prepared refrigerated foods for sale in retailers around the country. On July 31, 2023, the Company also amended and restated its Amended and Restated Bylaws, solely to reflect the name change (as amended, the “Second Amended and Restated Bylaws”).

F-9

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the accompanying Condensed Consolidated Financial Statements of the Company and its subsidiaries, which are unaudited, include all normal and recurring adjustments considered necessary to present fairly the Company’s financial position as of October 31, 2023, and the results of its operations and its cash flows for the periods presented. The unaudited Condensed Consolidated Financial Statements herein should be read together with the historical Consolidated Financial Statements of the Company for the years ended January 31, 2023 and 2022 included in our 2023 Form 10-K. Operating results for the three and nine months ended October 31, 2023 are not necessarily indicative of the results that may be expected for the year ending January 31, 2024.

Principles of Consolidation

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

Use of Estimates

The preparation of Condensed Consolidated Financial Statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. The Company bases its estimates on historical experience and other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Such estimates and assumptions impact, among others, the following: allowance for doubtful accounts, the fair value of stock-based payments, valuation of the acquisition of the remaining interest of CIF (which was accounted for as an asset acquisition as substantially all of the fair value is concentrated in customer relationships), inventory reserves, and estimates for unrealized returns, discounts, and other allowances 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 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 risk and uncertainties including financial and operational risks including 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.

Cash and Cash Equivalents

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

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.

Accounts Receivable and Allowance for Doubtful Accounts

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. The Company provides an allowance for doubtful

F-10

accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. As of October 31, 2023 and January 31, 2023, the reserve for uncollectible accounts was approximately $93 thousand and $233 thousand, respectively. 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”) and include direct material, direct labor, warehousing, and overhead costs. NRV is defined as the estimated selling prices less the costs of completion, disposal, and transportation. The cost of inventory is determined on the first-in, first-out basis. Inventories have been reduced by an allowance for excess, obsolete and unsaleable inventories. The allowance is an estimate based on management’s review of inventories on hand compared to estimated future usage and sales. The reserve for obsolescence as of October 31, 2023 and January 31, 2023 was approximately $110 thousand and $32 thousand respectively.

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

	October 31, 2023		January 31, 2023
Raw materials and packaging	$	1,454	$	1,883
Work in process	98		99
Finished goods	1,020		1,654
Total	$	2,572	$	3,636

Property, Plant and Equipment

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

Asset lives for financial statement reporting of depreciation are:

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

(*)Amortized on a straight-line basis over the remaining lease term at the time the asset was placed in service or their estimated useful lives, whichever period is shorter.

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

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 such 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 process.

As of October 31, 2023 and January 31, 2023, there were no impairment losses recognized for goodwill.

F-11

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 value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amount of the Company’s short-term financial instruments approximates fair value due to the relatively short period to maturity for these instruments.

Research and Development

Research and development is expensed as incurred. Research and development expenses for the three months ended October 31, 2023 and 2022 were approximately $124 thousand and $24 thousand, respectively. Research and development expenses for the nine months ended October 31, 2023 and 2022 were approximately $290 thousand and $93 thousand, respectively.

Revenue Recognition

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

The Company’s sales are generated from the sale of finished products to customers, which contains a single performance obligation and revenue is recognized at a single point in time when ownership, risks and rewards transfer. Typically, this occurs when the goods are received and accepted by the customer. Revenues are recognized in an amount that reflects the net consideration the Company expects to receive in exchange for the goods. The Company reports all amounts billed to a customer in a sale transaction as revenue. 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 consumer incentives and trade promotions. These programs include discounts, slotting fees, coupons, rebates, in-store display incentives and volume-based incentives. Customer trade promotion and consumer incentive activities are recorded as a reduction to the transaction price based on amounts estimated as being due to customers and consumers at the end of a period. The Company derives these estimates principally on historical utilization and redemption rates. The Company does not receive a distinct service in relation to the consumer incentives and trade promotions and as a result, these incentives and promotions are accounted for as a reduction of the transaction price.

Payment terms in the Company’s invoices are based on the billing schedule established in contracts and purchase orders with customers. The Company recognizes the related trade receivable when the goods are received by the customer.

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

	For the Three Months Ended
	October 31, 2023		October 31, 2022
Gross Sales	$	29,294	$	26,045
Less: Slotting, Discounts, Allowances	646		351
Net Sales	$	28,648	$	25,694

F-12

	For the Nine Months Ended
	October 31, 2023		October 31, 2022
Gross Sales	$	78,309	$	72,025
Less: Slotting, Discounts, Allowances	1,750		1,654
Net Sales	$	76,559	$	70,371

Disaggregation of Revenue from Contracts with Customers. The following table disaggregates gross revenue by significant geographic area for the three months ended October 31, 2023 and 2022 (in thousands):

	For the Three Months Ended
	October 31, 2023		October 31, 2022
Northeast	$	9,317	$	10,327
Southeast	8,225		7,397
Midwest	6,116		3,449
West	5,636		4,872
Total gross sales	$	29,294	$	26,045

The following table disaggregates gross revenue by significant geographic area for the nine months ended October 31, 2023 and 2022 (in thousands):

	For the Nine Months Ended
	October 31, 2023		October 31, 2022
Northeast	$	27,267	$	29,452
Southeast	22,113		19,550
Midwest	14,371		9,671
West	14,558		13,352
Total gross sales	$	78,309	$	72,025

Cost of Sales

Cost of sales represents costs directly related to the production and manufacturing of the Company’s products. Costs include production costs, freight-in, packaging, and print production costs.

Advertising

Costs incurred for advertising for the Company are charged to selling, general and administrative expenses as incurred. Advertising expenses for the three months ended October 31, 2023 and 2022 were approximately $375 thousand and $100 thousand respectively. Advertising expenses for the nine months ended October 31, 2023 and 2022 were approximately $678 thousand and $401 thousand respectively.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Compensation – Stock Compensation” (“ASC 718”), which establishes financial accounting and reporting standards for stock-based employee compensation. It defines a fair value-based method of accounting for an employee stock option or similar equity instrument.

The Company recognizes all forms of stock-based payments, including stock option grants, warrants and restricted stock grants, at their fair value on the grant date.

Stock-based payments, excluding restricted stock, are valued using a 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 periods, 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. Stock-based

F-13

compensation expenses are included in cost of goods sold, selling general and administrative expenses, or research and development, depending on the nature of the services provided, in the Condensed Consolidated Statements of Operations. Stock-based payments issued to placement agents are classified as a direct cost of a stock offering and are recorded as a reduction of additional paid in capital. Forfeiture of stock-based payment awards are recorded in the period in which they occur.

For the Nine months ended October 31, 2023, the Company issued 19,960 shares valued at approximately $50 thousand to certain employees as compensation.

For the nine months ended October 31, 2023 and 2022, when computing fair value of stock-based payments, the Company has considered the following variables:

	October 31, 2023	October 31, 2022
Risk-free interest rate	N/A	2.77	%
Expected life of grants	N/A	6.5 years
Expected volatility of underlying stock	N/A	85.74	%
Dividends	N/A	0	%

Earnings Per Share

Basic net income per share attributable to common stockholders excludes dilution and is computed by dividing net income attributable to common stockholders during the period by the weighted average number of common shares outstanding during the period. Diluted net income per share reflects potential dilution and is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding during the period, which is increased by the number of additional common shares that would have been outstanding if the potential common shares had been issued. However, if the effect of any additional securities 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 net income computation. The dilutive effect of stock options, warrants, and restricted stock is calculated using the treasury-stock method and the dilutive effect of the Series B Preferred Stock is calculated using the if-converted method.

F-14

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, besides per share data).

	For the Three Months Ended
	October 31, 2023		October 31, 2022
Numerator:
Net income attributable to common stockholders	$	2,009	1,086
Effect of dilutive securities:	—		—
Diluted net income	$	2,009	$	1,086
Denominator:
Weighted average common shares outstanding – basic	37,121		36,318
Dilutive securities (a):
Restricted stock	447		0
Options	78		297
Weighted average common shares outstanding and assumed conversion – diluted	37,646		36,615
Basic net income per common share	$	0.05	$	0.03
Diluted net income per common share	$	0.05	$	0.03
(a) – Anti-dilutive securities excluded:
Series B Preferred shares	-		708
Options	-		30
Warrants	-		12

F-15

	For the Nine Months Ended
	October 31, 2023		October 31, 2022
Numerator:
Net income attributable to common stockholders	$	5,104	447
Effect of dilutive securities:	49		—
Diluted net income	$	5,153	$	447
Denominator:
Weighted average common shares outstanding – basic	36,642		36,020
Dilutive securities (a):
Restricted stock	384		-
Options	62		329
Weighted average common shares outstanding and assumed conversion – diluted	37,088		36,349
Basic net income per common share	$	0.14	$	0.01
Diluted net income per common share	$	0.14	$	0.01
(a) – Anti-dilutive securities excluded:	-		-
Series B Preferred shares	-		708
Options	-		30
Warrants	-		12

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 31, 2023 and January 31, 2023, the Company recognized a deferred tax asset of $419 thousand and $718 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.

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which 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 to determine whether a contract qualifies for equity classification and makes targeted improvements to the disclosures for convertible instruments and earnings-per-share (EPS) guidance. This update will be effective for the Company’s fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Entities can elect to adopt the new guidance through either a modified retrospective method of transition or a fully retrospective method of transition. The adoption of the new standard is not expected to have a significant impact on the Company’s consolidated financial statements.

F-16

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.

Note 3 – Property Plant and Equipment:

Property plant and equipment on October 31, 2023 and January 31, 2023 are as follows (in thousands):

	October 31, 2023		January 31, 2023
Machinery and Equipment	$	4,383	$	5,387
Furniture and Fixtures	252		285
Leasehold Improvements	2,924		3,480
	7,559		9,152
Less: Accumulated Depreciation	2,935		5,729
Total	$	4,624	$	3,423

Depreciation expense for the three months ended October 31, 2023 and 2022 amounted to approximately $255 thousand and $278 thousand, respectively. Depreciation expense for the nine months ended October 31, 2023 and 2022 amounted to approximately $767 thousand and $679 thousand, respectively.

Note 4 – Acquisition of CIF

As described in Note 1, on June 28, 2023, the Company completed the CIF Acquisition. The acquisition of the remaining interest in CIF was accounted for as an asset acquisition as substantially all of the fair value was concentrated in customer relationships. CIF’s assets (except for cash and working capital) were measured and recognized as an allocation of the transaction price based on their relative fair values as of the transaction date. The fair value of total consideration was approximately $5.2 million. The following table is a summary of the purchase price calculation (in thousands).

Cash transferred upon acquisition	$950
Related party debt issued upon acquisition	2,700
Sub-total	3,650
Carrying value of the Company’s equity method investment in CIF	1,567
Total purchase price	5,217

The allocation of the purchase price was as follows (amounts in thousands):

Cash and cash equivalents	304
Net working capital (excluding cash)	357
Customer relationships	4,556
Net assets acquired	$	5,217

Note 5 – Intangible assets, net

Intangible assets, net consisted of the following at October 31, 2023 (dollars in thousands):

	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Remaining Life (years)
Software	$	88	$	(88)	$	-	-
Customer relationships	6,418		(1,082)		5,336		3.54
Tradename and trademarks	79		(48)		31		1.16
	$	6,585	$	(1,218)	$	5,367

F-17

Intangibles, net consisted of the following at January 31, 2023 (dollars in thousands):

	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Remaining Life
Software	$	88	$	(88)	$	-	-
Customer relationships	1,862		(409)		1,453		3.41
Tradename and trademarks	79		(29)		50		1.91
	$	2,029	$	(526)	$	1,503

As described in Note 1 and 4, on June 28, 2023, the Company completed the CIF Acquisition which resulted in the recognition of Customer relationships in the amount of approximately $4.6 million.

Amortization expense for the three and nine months ended October 31, 2023 was approximately $388 thousand and $692 thousand, respectively.

Amortization expense for the three and nine months ended October 31, 2022 was approximately $137 thousand and $367 thousand, respectively.

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

2024 (Remaining)	$	382
2025	1,539
2026	1,513
2027	1,467
2028	466
Total	$	5,367

Note 6 – Related Party Transactions

Promissory Note – Related Party

Upon consummation of the acquisition of T&L and Olive Branch on December 29, 2021, the Company executed a $3 million promissory note with the sellers. 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 (3.5%) per annum. As of October 31, 2023 and January 31, 2023, the outstanding balance under the note was $2.25 million, respectively, of which $750 thousand is recorded as Promissory notes – related parties and $1.5 million is recorded as Promissory notes – related parties, net of current in the Company’s Condensed Consolidated Balance Sheets. For the three and nine months ended October 31, 2023 interest expense for this note was approximately $20 thousand and $60 thousand respectively. For the three and nine months ended October 31, 2022 interest expense for this note was approximately $26 thousand and $79 thousand respectively. As of October 31, 2023 and January 31, 2023, accrued interest was approximately $67 thousand and $7 thousand, respectively.

As part of the purchase price of the remaining interest in CIF, the Company agreed to pay $600 thousand to each Seller in cash by bank check(s) or wire transfer(s), without interest, on the first anniversary of the closing date and $750 thousand shall be paid by the Company to each seller in common stock of the Company, without interest, on the second anniversary of the Closing Date. As of October 31, 2023 $1.2 million is recorded as Promissory notes – related parties and $1.5 million is recorded as Promissory notes – related parties, net of current in the Company’s Condensed Consolidated Balance Sheet.

Lease – Related Party

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 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.

F-18

Rent expense and other ancillary charges pursuant to the lease for the three and nine months ended October 31, 2023 was $96 thousand and $267 thousand, respectively. Rent expense and other ancillary charges pursuant to the lease for the three and nine months ended October 31, 2022 was approximately $66 thousand and $197 thousand, respectively.

Chef Inspirational Foods, LLC – Related Party

As noted above in Note 1, the Company owned a 24% minority interest in CIF (until June 28, 2023). For the period from February 1, 2023 to June 28, 2023, the Company recorded sales of approximately $10.89 million with CIF. For the period from February 1, 2022 to October 31, 2022, the Company recorded sales of approximately $5.4 million with CIF. For the nine months ended October 31, 2023 and 2022 the company recorded commission expense of approximately $175 thousand and $81 thousand, respectively. As of January 31, 2023, the Company had an account receivable balance with CIF of approximately $1.45 million. On June 28, 2023 the Company acquired the remaining interest in CIF (refer to Note 1 and 4).

Note 7 – Loan and Security Agreements

M&T Bank

The Company has a working capital line with M&T Bank (the “Credit Agreement”) with total available borrowings of $5.5 million. On July 18, 2023 the Company extended the maturity of the working capital line from June 30, 2024 to October 31, 2025. Interest is payable on the unpaid principal amount of the Loan at a variable rate per annum based on the Company’s Senior Funded Debt/EBITDA Ratio (as defined in the Credit Agreement) 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, 3.87 percentage point(s) above one-day (i.e., overnight) SOFR (as defined); (II) greater than 1.50 but less than or equal to 2.25, 3.37 percentage points above one-day SOFR; or (iii) 1.50 or less, 2.87 percentage points above one-day SOFR. In all events set forth at subsections (i) through (iii) in the preceding sentence, if SOFR shall at any time be less than 0.25%, one-day SOFR shall be deemed to be 0.25% and the foregoing margins shall be applied to the SOFR Index Floor. The Credit Agreement is secured 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, 2023 and January 31, 2023. Advances under the line of credit are limited to eighty percent (80%) of eligible accounts receivable (which is subject to an agreed limitation and is further subject to certain asset concentration provisions) and fifty percent (50%) of eligible inventory (which is subject to an agreed dollar limitation). All advances under the line of credit are due upon maturity. The outstanding balance on the line of credit was $0 and $890 thousand as of October 31, 2023 and January 31, 2023, respectively. During the three months ended October 31, 2023 and 2022, the Company incurred interest of approximately $1 thousand and $26 thousand, respectively, pursuant to borrowings under the Credit Agreement. During the nine months ended October 31, 2023 and 2022, the Company incurred interest of approximately $47 thousand and $47 thousand, respectively, pursuant to borrowings under the Credit Agreement.

On December 29, 2021, the Company entered into a Multiple Disbursement Term Loan with M&T Bank, which was amended and restated on October 26, 2022, for the original principal amount of $7.5 million payable in equal monthly principal installments over a 60-month amortization period (the “Term Loan Agreement”). The maturity date of the Term Loan Agreement is January 17, 2027. Interest is payable on the unpaid principal under the Term Loan Agreement at a variable rate per annum based on the Company’s Senior Funded Debt/EBITDA Ratio (as defined in the Term Loan Agreement) as of the date of any advance under the Term Loan Agreement as follows: if the Senior Funded Debt/EBITDA ratio is: (i) greater than 2.25, 4.12 percentage point(s) above the Variable Loan Rate (as defined in the agreement); (ii) greater than 1.50 but less than or equal to 2.25, 3.62 percentage points above Variable Loan Rate; or (iii) less than or equal to 1.50, 3.12 percentage points above Variable Loan Rate. In all events set forth at subsections (i) through (iii) in the preceding sentence, if SOFR shall at any time be less than 0.25%, one-day SOFR shall be deemed to be 0.00% and the foregoing margins shall be applied to the Variable Loan Rates. All disbursements available under the Term Loan Agreement have been previously made. As of October 31, 2023, the outstanding balance and unamortized discount of the Term Loan Agreement was approximately $4.9 million and $43 thousand, respectively. As of January 31, 2023, the outstanding balance and unamortized discount of the Acquisition Note was approximately $6.2 million and $60 thousand, respectively. During the three and nine months ended October 31, 2023, the Company incurred interest of approximately $112 thousand and $350 thousand for the Acquisition Note, respectively. During the three and nine months ended October 31, 2022, the Company incurred interest of approximately $114 thousand and $234 thousand for the Acquisition Note, respectively.

F-19

Note 8 – Concentrations

Revenues

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. For the nine months ended October 31, 2022, the Company’s revenue was concentrated in three customers that accounted for approximately 26%, 13%, and 10% respectively, 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 three months ended October 31, 2022, the Company’s revenue was concentrated in two customers that accounted for approximately 28% and 13%, respectively, of gross revenue.

Receivables

As of October 31, 2023 three customers represented approximately 40%, 11%, and 10%, of the total gross outstanding receivables. As of January 31, 2023, three customers represented approximately 20%, 15% and 11%, of total gross outstanding receivables, respectively.

Note 9 – Stockholders’ Equity

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, 2023 and January 31, 2023, no shares of Series A Convertible Preferred Stock are outstanding. The Company has designated 200 thousand shares of preferred stock, Series B Preferred Stock.

Series B Preferred Stock

The holders of the Series B Preferred Stock shall be 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 has 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 has the right to cause a conversion following a Fundamental Change.

On September 13, 2022, the Company closed the first round of the Series B Preferred Stock offering with the sale of 47,200 shares, raising gross proceeds of approximately $1.18 million. On November 17, 2022, the company held a final closing of its offering of Series B Preferred Stock, wherein it sold an additional 7,400 shares raising gross proceeds of $185 thousand.

As of January 31, 2023 there were 54,600 shares of Series B Preferred Stock outstanding. 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. As of October 31, 2023, no shares of Series B Preferred Stock remain outstanding.

During the three months ended October 31, 2023 and 2022, the Company paid dividends of approximately $0 thousand and $12 thousand, respectively.

During the nine months ended October 31, 2023 and 2022, the Company paid dividends of approximately $49 thousand and $12 thousand respectively.

F-20

Restricted Stock Units

During the nine months ended October 31, 2023, the Company awarded restricted stock units (“RSUs”) to certain employees and independent directors with an aggregate grant date fair value of $610 thousand. The RSUs will be expensed over the requisite service period. The terms of the RSUs include vesting provisions based solely on continued service.

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

	Restricted Stock Units	Weighted Average Exercise Price
Unvested – February 1, 2023	367,647	$	1.36
Granted	232,721	$	2.62
Vested	(118,210)	$	1.14
Forfeited	(39,773)	$	1.76
Outstanding – October 31, 2023	442,385	$	1.91

During the three and nine months ended October 31, 2023, the Company recognized stock-based compensation related to restricted stock units of an aggregate of approximately $98 thousand and $167 thousand, respectively, which was recorded to selling, general and administrative expenses or cost of goods sold depending on the nature of the employee on the Condensed Consolidated Statement of Operations. During the three and nine months ended October 31, 2022, the Company recognized stock-based compensation related to restricted stock units of an aggregate of approximately $8 thousand, which was recorded to selling, general and administrative expenses on the Condensed Consolidated Statement of Operations.. As of October 31, 2023 there was unrecognized stock-based compensation of approximately $823 thousand related to future vesting of restricted stock units.

Options

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

	Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding – February 1, 2023	689,000	$	0.77	2.95	$	545
Granted	-	$	-
Exercised	(231,000)	$	0.53
Expired/forfeited	(333,000)	$	0.67
Outstanding – October 31, 2023	125,000	$	1.48	6.12	$	238
Exercisable – October 31, 2023	12,500	$	1.48	6.12	$	24

During the three months ended October 31, 2023, there were 25,000 options exercised at a weighted average exercise price of $1.48 per share and resulted in the issuance of 25,000 shares of common stock. The Company received approximately $37 thousand for the exercise of these options.

During the nine months ended October 31, 2023, there were 231,000 options exercised at a weighted average exercise price of $0.53 per share and resulted in the issuance of 197,920 shares of common stock. The Company received approximately $65 thousand for the exercise of these options, as a portion of the options were cashless exercised.

For the nine months ended October 31, 2023 and 2022, the Company recognized stock-based compensation related to options of an aggregate of approximately $53 thousand and $28 thousand, respectively, which is included in selling, general and administrative expenses on the accompanying consolidated statements of operations. For the three months ended October 31, 2023 and 2022, stock-based compensation related to options amounted to approximately $12 thousand and $16 thousand, respectively. At October 31, 2023, there was unrecognized stock-based compensation related to the issuance of options of approximately $68 thousand.

F-21

Warrants

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

	Warrants	Weighted Average Exercise Price
Outstanding – February 1, 2023	13,650	$	2.25
Exercisable – February 1, 2023	13,650	$	2.25
Granted	-	$
Exercised	13,650	$	-
Outstanding – October 31, 2023	-	$	-
Exercisable – October 31, 2023	-	$	-

During the nine months ended October 31, 2023, the Company issued 13,650 shares of common stock upon the cashless exercise of the warrants.

Note 10 - Commitments and Contingencies

Litigation, Claims and Assessments

From time to time, the Company may become involved in various lawsuits and legal proceedings, which 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. The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results.

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 licensor shall exclusively develop for the Company a line of beef meatballs with sauce, turkey meatballs with sauce and other similar meats and sauces for commercial manufacture, distribution and sale (each a “Licensor Product” and collectively the “Licensor Products”). Licensor shall work with the Company to develop Licensor Products that are acceptable to the Company. Upon acceptance of a Licensor Product by Licensee, Licensor’s trade secret recipes, formulas methods and ingredients for the preparation and production of such Licensor Products (the “Recipes”) shall be subject to the License Agreement.

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

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 shall pay a minimum royalty of $125,000 each year.

The Company incurred approximately $119 thousand and $117 thousand of royalty expenses for the three months ended October 31, 2023 and 2022, respectively. The Company incurred approximately $437 thousand and $392 thousand of royalty expenses for the nine months ended October 31, 2023 and 2022, respectively. Royalty expenses are included in selling, general and administrative expenses on the Condensed Consolidated Statements of Operations.

Note 11 –Leases

We account 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.

We have operating leases for offices and other facilities used for our operations. We also have finance leases comprised primarily of machinery and equipment. Our leases have remaining lease terms of approximately 1 year to 8 years.

F-22

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

	October 31, 2023		October 31, 2022
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	(237)	$	(261)
Financing cash flows from finance leases	(175)		(191)

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

	October 31, 2023		January 31, 2023
Weighted average remaining lease term (in years)
Operating leases	6.75		7.50
Finance leases	4.69		2.60
Weighted average discount rate:
Operating leases	4.85	%	4.85	%
Finance Leases	6.70	%	3.41	%

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
2024 remaining	$	120	$	142	$	262
2025	459		572		1,031
2026	355		573		928
2027	307		464		771
2028	299		495		794
Thereafter	300		1,330		1,630
Total undiscounted future lease payments	1,840		3,576		5,416
Less: imputed interest	(287)		(524)		(811)
Total present value of future lease liabilities	$	1,553	$	3,052	$	4,605

Note 12 - Income Tax Provision

The Company’s effective tax rate for the three and nine months ending October 31, 2023 is 22.0% and 22.8% Differences with statutory rate primarily relate to state taxes. Deferred tax assets are net operating loss carryforwards and other assets.

Deferred taxes are caused primarily by net operating loss carryforwards. Net Operating Losses (“NOLs”) generated in 2017 and prior years can be carried forward for 20 years. NOLs generated in 2018 – 2020, as enacted by the CARES Act, can be carried forward indefinitely. However, NOLs generated in 2021 are also carried forward indefinitely but limited to 80% of taxable income.

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 for 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 as of October 31, 2023 or January 31, 2023.

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

F-23

Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740.

The actual yearly tax rate will vary due to numerous factors, such as level and geographic mix of income and losses, acquisitions, investments, intercompany transactions, our stock price, changes in our deferred tax assets and liabilities and their valuation, changes in the laws, regulations, administrative practices, principles, and interpretations related to tax, including changes to the global tax framework and other laws and accounting rules in various jurisdictions.

F-24

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

THE FOLLOWING DISCUSSION OF OUR PLAN OF OPERATION AND RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REPORT. THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE. THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD- LOOKING STATEMENTS. THESE RISKS AND OTHER FACTORS INCLUDE, AMONG OTHERS, THOSE LISTED UNDER “FORWARD-LOOKING STATEMENTS” AND “RISK FACTORS” DETAILED IN OUR MOST RECENT ANNUAL REPORT ON FORM 10-K, OTHER PRIOR COMPANY FILINGS AND THOSE INCLUDED ELSEWHERE IN THIS REPORT.

Results of Operations for the Three Months Ended October 31, 2023 and 2022

The following table sets forth the summary of the condensed consolidated statements of operations for the three months ended October 31, 2023 and 2022 (in thousands):

	For the Three Months Ended
	October 31, 2023		October 31, 2022
Net sales	$	28,648	$	25,694
Cost of Sales	$	20,013	$	19,130
Gross Profit	$	8,635	$	6,564
Operating Expenses	$	5,928	$	5,065
Other Expenses	$	(130)	$	(187)
Income Tax (Provision) Benefit	$	(568)	$	(286)
Income from equity method investment in Chef Inspirational Foods, LLC	$	—	$	72
Net Income	$	2,009	$	1,098

For the three months ended October 31, 2023 and 2022, the Company reported net income of approximately $2.0 million and $1.1 million, respectively. The change in net income between the three months ended October 31, 2023 and 2022 reflects strong sales, successful pricing actions, same-customer cross-selling, product additions, normalization of costs for commodities and other materials, freight efficiencies, and other improvements in manufacturing execution.

Net sales: Net Sales increased by approximately 11.5% to $28.6 million during the three months ended October 31, 2023, from $25.7 million during the three months ended October 31, 2022. The increase in sales is due to both volume gains and successful pricing actions. Volume gains were driven by increased demand at existing customers, the acquisition of new customers, same-customer cross-selling, the acquisition of CIF, and product additions.

Cost of sales: Cost of sales increased by approximately 5% to $20.0 million or 70% of Net Sales during the three months ended October 31, 2023, from $19.1 million or 74% of Net Sales during the three months ended October 31, 2022. The decrease in cost of sales as a percentage of Net Sales is due to improvements in procurement and manufacturing efficiencies and normalization of costs for commodities.

Gross Profit Margin: The gross profit margin was 30% and 26% for the three months ended October 31, 2023 and 2022, respectively. The change in gross profits between the three months ended October 31, 2023 and 2022 is due to successful pricing actions, improvements in procurement, manufacturing and logistics efficiencies and normalization of costs for commodities.

Operating Expenses: Operating expenses increased by 17% during the three months ended October 31, 2023, as compared to the three months ended October 31, 2022. Operating expenses increased as a percentage of Net Sales to 21% in the third

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quarter of fiscal 2024 compared to 20% in the same period of fiscal 2023. The $0.9 million increase in total operating expenses is primarily attributable to the following:

•Payroll and Related Expenses inclusive of stock-based compensation increased by approximately $714 thousand related to executive and office hires;

•Advertising expenses increased by approximately $274 thousand due to new strategies and enhanced focus to drive increased velocities of our existing products

•Amortization of intangible assets increased by approximately $251 thousand due to the acquisition of CIF;

•Professional fees and director fees increased by approximately $166 thousand due to the growth of the Company and the use of consultants for upgrades for manufacturing efficiencies as well as information technology integration (including ERP implementation);

•Freight related expenses decreased by approximately $265 thousand due to the addition of dedicated logistics employees and capabilities; and

•Bad debt expense decreased by approximately $237 thousand due to new management procedures related to accounts receivables in the prior year.

Other Expenses: Other expenses decreased by approximately $57 thousand to $130 thousand for the three months ended October 31, 2023 as compared to $187 thousand for the three months ended October 31, 2022. For the three months ended October 31, 2023, other expenses consisted of approximately $124 thousand in interest expense on the Company’s financing arrangements and approximately $6 thousand in amortization of debt discount. For the three months ended October 31, 2022, other expenses consisted of approximately $184 thousand in interest expense incurred on the Company’s financing arrangements and approximately $3 thousand in amortization of debt discount.

Results of Operations for the Nine Months Ended October 31, 2023 and 2022

The following table sets forth the summary of the condensed consolidated statements of operations for the nine months ended October 31, 2023 and 2022 (in thousands):

	For the Nine Months Ended
	October 31, 2023		October 31, 2022
Net Sales	$	76,559	$	70,371
Cost of Sales	$	54,047	$	57,385
Gross Profit	$	22,512	$	12,986
Operating Expenses	$	15,587	$	12,057
Other Expenses	$	(473)	$	(454)
Income Tax (Provision) Benefit	$	(1,522)	$	(106)
Income from equity method investment in Chef Inspirational Foods, LLC	$	223	$	90
Net Income (Loss)	$	5,153	$	459

For the nine months ended October 31, 2023 and 2022, the Company reported net income of approximately $5.2 million and $459 thousand, respectively. The change in net income between the nine months ended October 31, 2023 and 2022 reflects strong sales, successful pricing actions, same-customer cross-selling, product additions, normalization of costs for commodities, as well as other materials, freight efficiencies, and other improvements in manufacturing execution.

Net Sales: Net sales increased by approximately 9% to $76.6 million during the nine months ended October 31, 2023, from $70.4 million during the nine months ended October 31, 2022. The increase in sales is due to both volume gains as well as successful pricing actions. Volume gains were driven by increased demand at existing customers, acquisition of new customers, same-customer cross-selling, the acquisition of CIF, and product additions.

Cost of sales: Cost of sales decreased by approximately 6% to $54.0 million during the nine months ended October 31, 2023, from $57.4 million during the nine months ended October 31, 2022. The decrease in cost of sales is due to improvements in procurement and manufacturing efficiencies and normalization of costs for commodities.

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Gross Profit Margin: The gross profit margin was 29% and 18% for the nine months ended October 31, 2023 and 2022, respectively. The change in gross profits between the nine months ended October 31, 2023 and 2022 is due to successful pricing actions, improvements in procurement, manufacturing and logistics efficiencies and normalization of costs for commodities.

Operating Expenses: Operating expenses increased by 29% during the nine months ended October 31, 2023, as compared to the nine months ended October 31, 2022. Operating expenses increased as a percentage of sales to 20% in the nine months ended October 31, 2023 compared to 17% in the same period ended October 31, 2022. The $3.5 million increase in total operating expenses is primarily attributable to the following:

•Payroll and related expenses inclusive of stock-based compensation increased by approximately $2.46 million related to executive and office hires;

•Insurance expenses increased by approximately $487 thousand due to the growth of the Company and increases in coverage, including enhanced cyber security;

•Amortization of intangible assets increased by approximately $325 thousand due to the acquisition of CIF;

•Professional fees and director fees increased by approximately $277 thousand due to the growth of the Company, the use of consultants to upgrade manufacturing efficiencies as well as information technology integration (including ERP implementation);

•Advertising expenses increased by approximately $278 thousand due to new strategies and enhanced focus to drive increased velocities of our existing products

•Commission and royalty expenses increased by approximately $224 thousand due to increased sales; and

•Freight related expenses decreased by approximately $724 thousand due to the addition of dedicated logistics employees and capabilities; and

•Bad debt expense decreased by approximately $237 thousand due to new management procedures related to accounts receivables in the prior year.

Other Expenses: Other expenses increased by approximately $19 thousand to $473 thousand for the nine months ended October 31, 2023 as compared to $454 thousand for the nine months ended October 31, 2022. For the nine months ended October 31, 2023, other income (expenses) consisted of $483 thousand in interest expense on the Company’s financing arrangements and $17 thousand in amortization of debt discount, partially offset by $27 thousand in other income. For the nine months ended October 31, 2022, other expenses consisted of $447 thousand in interest expense incurred on the Company’s financing arrangements and $10 thousand in amortization of debt discount and $3 thousand of other income.

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 31, 2023 compared to January 31, 2023 (in thousands):

	October 31, 2023		January 31, 2023		Change
Current Assets	$	20,338	$	15,674	$	4,664
Current Liabilities	14,341		11,879		2,462
Working Capital	$	5,997	$	3,795	$	2,202

As of October 31, 2023, we had working capital of approximately $6.0 million as compared to working capital of approximately $3.8 million as of January 31, 2023, an increase of approximately $2.2 million. The increase in working capital is primarily attributable to an increase in cash of approximately $1.2 million, and an increase of accounts receivables of approximately $4.3 million, partially offset by an increase in related party promissory notes of

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approximately $1.2 million, a decrease in inventory of approximately $1.1 million and an increase in accounts payable and accrued expenses of approximately $1.0 million.

Long Term Requirements

As of October 31, 2023, we have $0 outstanding under our Credit Agreement and $4.9 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 of $750,000 (plus accrued interest) due on December 29, 2023, 2024, and 2025 pursuant to promissory notes issued to the sellers of T&L and Olive Branch, as discussed in Item 1. Note 6. In addition we have a promissory note of $2.7 million with the sellers of CIF (as discussed in Note 1). Of the $2.7 million, a payment of $1.2 million is due on June 28, 2024, and $1.5 million is payable in common stock 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, as discussed in Note 11.

Cash Flows

The following table summarizes the key components of our cash flows for the nine months ended October 31, 2023 and 2022 (in thousands).

	For the Nine Months Ended October 31,
	2023		2022
	USD		USD
Net Cash Provided by Operating Activities	$	4,878	$	3,185
Net Cash (Used in) Investing Activities	(1,317)		(1,008)
Net Cash (Used in) Provided by Financing Activities	(2,314)		452
Net changes in cash	1,247		2,629
Cash, beginning of period	4,378		851
Cash, end of period	$	5,625	$	3,480

Net cash provided by operating activities for the nine months ended October 31, 2023 was approximately $4.9 million compared to net cash provided by operating activities for the nine months ended October 31, 2022 of approximately $3.2 million. The net income for the nine months ended October 31, 2023 and 2022 was approximately $5.2 million and $459 thousand, respectively. During the nine months ended October 31, 2023, net income was affected by non-cash adjustments of approximately $2.1 million and by changes in operating activities which used cash of approximately $2.3 million. During the nine months ended October 31, 2022, net income was affected by non-cash adjustments of approximately $1.4 million offset by changes in operating activities which provided cash of $1.4 million.

Net cash used in investing activities for nine months ended October 31, 2023 was approximately $1.3 million as compared to approximately $1.0 million for the nine months ended October 31, 2022, respectively. For the nine months ended October 31, 2023, the Company used cash of $671 thousand to purchase new machinery and equipment and used approximately $646 thousand for the acquisition of the remaining interest of CIF. For the nine months ended October 31, 2022, the cash used in investing activities of $508 thousand was to purchase new machinery and equipment and $500 thousand was used to purchase a 24% interest in CIF.

Net cash used in financing activities for the nine months ended October 31, 2023 was approximately $2.3 million as compared to approximately $452 thousand provided by financing activities for the nine months ended October 31, 2022. During the nine months ended October 31, 2023, the Company had repayments of approximately $890 thousand from borrowings pursuant to the line of credit, payments of the term loan and finance lease payments of approximately $1.3 million, and $175 thousand, respectively. In addition, during the nine months ended October 31, 2023, the Company received proceeds of $65 thousand for the exercise of options. During the nine months ended October 31, 2023, the Company paid dividends on the Series B Preferred stock of approximately $49 thousand. During the nine months ended October 31, 2022, the Company received net proceeds of approximately $225 thousand from borrowings pursuant to the line of credit and approximately $1.4 million from the sale of Series B Preferred Stock, which were offset by payments of the term loan and finance lease payments of approximately $905 thousand and $191 thousand, respectively.

Although the expected revenue growth and control of expenses lead 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

5

strategic objectives. If such financing is required, there can be no assurance that financing will be available in amounts or 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

As of the filing date of this report, there were no significant changes in our critical accounting estimates from those discussed in our 2023 Form 10-K. 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 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 2023 Form 10-K. 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 consolidated financial position, earnings, cash flows.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

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 serves 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 31, 2023, 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.

Changes in Internal Control over Financial Reporting

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 quarter to which this Quarterly Report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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.

In addition to the other information set forth in this report, you should carefully consider the risks that could materially affect our business, financial condition or results of operations which are discussed below and under the caption “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended January 31, 2023.

Risks Related to our Business

We have a limited history of profitability.

Since inception on February 22, 2010 and through January 31, 2023, we had raised approximately $22.7 million in capital. During this same period, we have recorded net accumulated losses totaling approximately $10.1 million. As of January 31, 2023, we had working capital of approximately $3.8 million. Our net income (loss) for the two most recent fiscal years ended January 31, 2023 and January 31, 2022 have been $2.3 million and $(252) thousand. Our ability to achieve continued profitability depends upon many factors, including our ability to develop and commercialize products. There can be no assurance that we will be able to achieve growth and profitability consistent with historical performance.

We may need additional capital, which may be difficult to raise for a variety of reasons.

While we believe that we have adequate financing to execute our current growth plan, in the case that we exceed our expected growth, we will need to raise additional capital and/or significantly cut expenses and overhead in order to operate the business through such date. Currently, we have no plan to raise additional capital, and our access to funding is always uncertain. There is no assurance that additional equity or debt financing will be available to us when needed, on acceptable terms or even at all. In the event that we are not able to secure financing, we may have to scale back our development plans or operations.

The majority of our business depends on a limited number of principal customers.

Because we depend on a limited number of customers for a significant portion of our sales, a loss of a small number of these customers could materially adversely affect our business and financial condition. During the twelve months ended January 31, 2023, the Company earned revenues from two customers representing approximately 25%, and 13% of gross sales. As of January 31, 2023, three customers represented approximately 20%, 15% and 11%, of total gross outstanding receivables, respectively. During the twelve months ended January 31, 2022, the Company earned revenues from three customers representing approximately 26%, 21% and 11% of gross sales. As of January 31, 2022, three customers represented approximately 11%, 10% and 7% of total gross outstanding receivables. If these principal customers cease ordering products from us, our business could be materially adversely affected.

Competitive product and pricing pressures in the food industry and the financial condition of customers and suppliers could adversely affect our ability to gain or maintain market share and/or profitability.

We currently operate in the highly competitive food industry, competing with other companies that have varying abilities to withstand changing market conditions. Any significant change in our relationship with a major customer, including changes in product prices, sales volume, or contractual terms may impact financial results. Such changes may result because our competitors may have substantial financial, marketing, and other resources that may change the competitive environment. If we are unable to establish economies of scale, marketing expertise, product innovation, and category leadership positions to respond to changing market trends, or if we are unable to increase prices while maintaining a customer base, our profitability and volume growth could be impacted in a materially adverse way. The success of our business depends, in part, upon the financial strength and viability of our suppliers and customers. The financial condition of those suppliers and customers is affected in large part by conditions and events that are beyond our control. A significant deterioration of their financial condition would adversely affect our financial results.

We face competition from companies who produce similar products and other prepared foods, many of whom have longer operating histories or who have substantially more financial resources.

Many of our competitors have been in business for a significantly longer period of time than we have and have learned manufacturing techniques which can aid in efficiently producing their products. Additionally, many of these companies

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have successfully acquired a loyal customer base that would be difficult for us to compete with. Such customers may be unwilling to purchase our products due to brand loyalty or uncertainty in the highly competitive market in which we compete. In addition, if we gain traction in our particular niche of creating gourmet prepared foods, major food companies with substantial marketing and financial resources may attempt to compete more directly with us. In the event that such large companies do directly compete with us, our business may be adversely affected.

Our operations are subject to regulation by the U.S. Food and Drug Administration (“FDA”), U.S. Department of Agriculture (“USDA”), Federal Trade Commission (“FTC”) and other governmental entities and such regulations are subject to change from time to time which could impact how we manage our production and sale of products. Federal budget cuts could result in furloughs for government employees, including inspectors and reviewers for our supplier’s plants and products which could materially impact our ability to manufacture regulated products.

Our food products which are manufactured in facilities that are subject to extensive regulation by the FDA, the USDA and other national, state, and local authorities. For example, we are subject to the Food, Drug and Cosmetic Act and regulations promulgated thereunder by the FDA. This comprehensive regulatory program governs, among other things, the manufacturing, composition and ingredients, packaging, and safety of food. Under this program, the FDA regulates manufacturing practices for foods through, among other things, its current “good manufacturing practices” regulations, or GMP’s, and specifies the recipes for certain foods. Specifically, the USDA defines “all natural” as a product that contains no artificial ingredients, coloring ingredients or chemical preservatives and is minimally processed. The Company’s products were submitted to the USDA and approved as “all natural”. However, should the USDA change their definition of “all natural” at some point in the future, or should the Company change its existing recipes to include ingredients that do not meet the USDA’s definition/ of “all natural”, our results of operations could be adversely affected.

The FTC and other authorities regulate how we market and advertise our products, and we could be the target of claims relating to alleged false or deceptive advertising under federal and state laws and regulations. Changes in these laws or regulations or the introduction of new laws or regulations could increase the costs of doing business for us or our customers or suppliers or restrict our actions, causing our results of operations to be adversely affected.

The need for and effect of product recalls could have a material adverse impact on our business.

If any of our products become misbranded or adulterated, we may need to conduct a product recall. The scope of such a recall could result in significant costs incurred as a result of the recall, potential destruction of inventory, and lost sales. Should consumption of any product cause injury and/or illness, we also may be liable for monetary damages as a result of one or more product liability judgments against us. A significant product recall or product liability case could cause a loss of consumer confidence in our food products and could have a material adverse effect on the value of our brand, results of operations and prospects.

We may be subject to significant liability if the consumption of any of our products causes illness or physical harm.

The sale of food products for human consumption involves the risk of injury or illness to consumers. Such injuries or illness may result from inadvertent mislabeling, tampering or product contamination or spoilage. Under certain circumstances, we may be required to recall or withdraw products, which may have a material adverse effect on our business. Even if a situation does not necessitate a recall or market withdrawal, product liability claims may be asserted against us. If the consumption of any of our products causes, or is alleged to have caused, a health-related illness, we may become subject to claims or lawsuits relating to such matters. Even if a product liability claim is unsuccessful, the negative publicity surrounding any assertion that our products caused illness or physical harm could adversely affect our reputation with existing and potential distributors, retailers and consumers and our corporate image and brand equity. Moreover, claims or liabilities of this sort might not be covered by insurance or by any rights of indemnity or contribution that we may have against others. A product liability judgment against us or a product recall or market withdrawal could have a material adverse effect on our business, reputation and operating results.

The impact of various food safety issues, environmental, legal, tax, and other regulations and related developments could adversely affect our sales and profitability.

Our products are subject to numerous food safety and other laws and regulations regarding the manufacturing, marketing, and distribution of food products, particularly the USDA, and state and local agencies. These regulations govern matters such as ingredients, advertising, taxation, relations with distributors and retailers, health and safety matters, and environmental concerns. The ineffectiveness of our manufacturer’s planning and policies with respect to these matters, and the need to comply with new or revised laws or regulations with regard to licensing requirements, trade and pricing practices, environmental permitting, or other food or safety matters, or new interpretations or enforcement of existing laws and regulations, as well as any related litigation, may have a material adverse effect on our sales and profitability.

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Increases in the cost and restrictions on the availability of raw materials could adversely affect our financial results.

Our products include agricultural commodities such as tomatoes, onions, and meats and other items such as spices and flour, as well as packaging materials such as plastic, metal, paper, fiberboard, and other materials and inputs such as water, in order to manufacture products. The availability or cost of such commodities may fluctuate widely due to government policy and regulation, crop failures or shortages due to plant disease or insect and other pest infestation, weather conditions, potential impact of climate change, increased demand for biofuels, or other unforeseen circumstances. To the extent that any of the foregoing or other unknown factors increase the prices of such commodities or materials and we are unable to increase our prices or adequately hedge against such changes in a manner that offsets such changes, the results of its operations could be materially and adversely affected. Similarly, if supplier arrangements and relationships result in increased and unforeseen expenses, our financial results could be materially and adversely impacted.

Disruption of our supply chain could adversely affect our business.

Damage or disruption to our manufacturing or distribution capabilities due to weather, natural disaster, fire, terrorism, pandemic, strikes, the financial and/or operational instability of key suppliers, distributors, warehousing and transportation providers, or brokers, or other reasons could impair our ability to manufacture or sell our products. To the extent that we are unable to, or cannot financially mitigate the likelihood or potential impact of such events, or to effectively manage such events if they occur, particularly when a product is sourced from a single location, our business and results of operations may be materially adversely affected, and additional resources could be required to restore our supply chain.

Higher energy costs and other factors affecting the cost of producing, transporting, and distributing our products could adversely affect our financial results.

Rising fuel and energy costs may have a significant impact on our cost of operations, including the manufacture, transportation, and distribution of products. Fuel costs may fluctuate due to a number of factors outside of our control, including government policy and regulation and weather conditions. Additionally, we may be unable to maintain favorable arrangements with respect to the manufacturing costs of our products as a result of the rise in costs of procuring raw materials and transportation by our manufacturers. This may result in increased expenses and negatively affect operations.

If we fail to establish and maintain an effective system of internal control, we may not be able to report our financial results accurately or to prevent fraud. Any inability to report and file our financial results accurately and timely could harm our reputation and adversely impact the trading price of our common stock.

During the course of testing our disclosure controls and procedures and internal control over financial reporting, we may identify and disclose material weaknesses or significant deficiencies in internal control over financial reporting that will have to be remedied. Implementing any appropriate changes to our internal control may require specific compliance training of our directors, officers and employees, entail substantial costs to modify our existing accounting systems, and take a significant period of time to complete. Such changes may not, however, be effective in maintaining the adequacy of our internal control over financial reporting, and any failure to maintain that adequacy or inability to produce accurate financial statements on a timely basis could result in our financial statements being unreliable, increase our operating costs and materially impair our ability to operate our business.

Failure to achieve and maintain effective internal control over financial reporting could result in a loss of investor confidence in our financial reports and could have a material adverse effect on our stock price. Additionally, failure to maintain effective internal control over our financial reporting could result in government investigation or sanctions by regulatory authorities.

Global economic uncertainties continue to affect consumers’ purchasing habits and customer financial stability, which may affect sales volume and profitability on some of our products and have other impacts that we cannot fully predict.

As a result of continuing global economic uncertainties, price-conscious consumers may replace their purchases of our premium and value-added products with lower-cost alternatives, which could affect the price and volume of some of these products. The volume or profitability of our products may be adversely affected if consumers are reluctant to pay a premium for higher quality foods or if they replace purchases of our products with cheaper alternatives. Additionally, distributors and retailers may become more conservative in response to these conditions and seek to reduce their inventories. Our results of operations depend upon, among other things, our ability to maintain and increase sales volume with our existing distributors and retailers, to attract new consumers and to provide products that appeal to consumers at prices they are willing and able to pay. Prolonged unfavorable economic conditions may have an adverse effect on our sales and profitability.

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We rely on key personnel and, if we are unable to retain or motivate key personnel or hire qualified personnel, we may not be able to grow effectively.

Our success depends in large part upon the abilities and continued service of our executive officers and other key employees, particularly Mr. Adam L. Michaels, our Chief Executive Officer and Chairman and Anthony Gruber, our Chief Financial Officer. There can be no assurance that we will be able to retain the services of such officers and employees. Our failure to retain the services of our key personnel could have a materially adverse effect on our business. In order to support our projected growth, we will be required to effectively recruit, hire, train and retain additional qualified management personnel. Our inability to attract and retain necessary personnel could have a materially adverse effect on our business.

The failure of new product or packaging introductions to gain trade and consumer acceptance and address changes in consumer preferences could adversely affect our sales.

Our success is dependent upon anticipating and reacting to changes in consumer preferences, including health and wellness. There are inherent marketplace risks associated with new product or packaging introductions, including uncertainties about trade and consumer acceptance. Moreover, success is dependent upon our ability to identify and respond to consumer trends through innovation. We may be required to increase expenditures for new product development and there is no guarantee that we will be successful in developing new products or improving upon products already in existence. Additionally, our new products may not achieve consumer acceptance and could materially negatively impact sales.

Changes in our promotional activities may impact, and may have a disproportionate effect on, our overall financial condition and results of operations.

We offer a variety of sales and promotion incentives to our customers and to consumers, such as price discounts, consumer coupons, volume rebates, cooperative marketing programs, slotting fees and in-store displays. Our net sales may periodically be influenced by the introduction and discontinuance of sales and promotion incentives. Reductions in overall sales and promotion incentives could impact our net sales and affect our results of operations in any particular fiscal quarter.

We may not be able to successfully implement our growth strategy on a timely basis or at all.

Our future success depends, in large part, on our ability to implement our growth strategy of expanding distribution and improving placement of our products, attracting new consumers to our brand and introducing new product lines and product extensions. Our ability to implement this growth strategy depends, among other things, on our ability to:

•enter into distribution and other strategic arrangements with third-party retailers and other potential distributors of our products;

•continue to compete in conventional grocery and mass merchandiser retail channels in addition to the natural and organic channel;

•secure shelf space in key supermarket locations;

•increase our brand awareness;

•expand and maintain brand loyalty; and

•develop new product lines and extensions.

We may not be able to successfully implement our growth strategy. Our sales and operating results will be adversely affected if we fail to implement our growth strategy or if we invest resources in a growth strategy that ultimately proves unsuccessful.

We are currently selling products in supermarkets in the United States. If we are unable to expand into mass-market retailers or sell products in a greater number of supermarkets, we will fall short of our projections and our business and financial condition would be adversely affected.

As a smaller supplier, we may not sell in enough bulk in certain stores and as such our products may not be placed in the most ideal locations to catch the attention of end consumers. If we are unable to gain significant sales growth, our products may never be displayed in the most attractive locations in stores and our sales may suffer.

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We may be unable to successfully execute our identified growth strategies or other growth strategies that we determine to pursue.

We currently have a limited corporate infrastructure. In order to pursue growth strategies, we will need to continue to build our infrastructure and operational capabilities. Our ability to do any of these successfully could be affected by any one or more of the following factors:

•our ability to raise substantial amounts of additional capital if needed to fund the implementation of our business plan;

•our ability to execute our business strategy;

•the ability of our products to achieve market acceptance;

•our ability to manage the expansion of our operations and any acquisitions we may make, which could result in increased costs, high employee turnover or damage to customer relationships;

•our ability to attract and retain qualified personnel;

•our ability to manage our third-party relationships effectively; and

•our ability to accurately predict and respond to the rapid market changes in our industry and the evolving demands of the markets we serve.

Our failure to adequately address any one or more of the above factors could have a significant impact on our ability to implement our business plan and our ability to pursue other opportunities that arise.

We may be unable to maintain quality control.

Although we have entered into raw material supply agreements specifying certain minimum acceptable quality standards, there is no assurance that our current quality assurance procedures will be able to effectively monitor compliance. Additionally, in the event that we expand our operations and increase our output volume, including securing third-party manufacturers, there is no assurance that we will be able to adequately maintain quality controls or that our current manufacturing process is scalable.

There may be products liability and other legal claims.

We currently carry products liability insurance policy. Although we believe that the amount of insurance coverage is sufficient for our operations, there is no assurance that the coverage will be adequate.

Our brand and reputation may suffer from real or perceived issues involving the labeling and marketing of our products as “natural.”

Although the FDA and USDA have each issued statements regarding the appropriate use of the word “natural,” there is no single, U.S. government-regulated definition of the term “natural” for use in the food industry. The resulting uncertainty has led to consumer confusion, distrust and legal challenges. Plaintiffs have commenced legal actions against a number of food companies that market “natural” products, asserting false, misleading and deceptive advertising and labeling claims. Should we become subject to similar claims, consumers may avoid purchasing products from us or seek alternatives, even if the basis for the claim is unfounded. Adverse publicity about these matters may discourage consumers from buying our products. The cost of defending against any such claims could be significant. Any loss of confidence on the part of consumers in the truthfulness of our labeling or ingredient claims would be difficult and costly to overcome and may significantly reduce our brand value. Uncertainty as to the ingredients used in our products, regardless of the cause, may have a substantial and adverse effect on our brand and our business, results of operations and financial condition.

Our finished goods inventory is located in a small number of warehouse facilities. Any damage or disruption at a storage facility would have an adverse effect on our business, results of operations and financial condition.

Our finished goods inventory is located in a small number of warehouse facilities. A natural disaster, fire, power interruption, work stoppage or other unanticipated catastrophic event at these facilities would significantly disrupt our ability to deliver our products and operate our business. If any material amount of our inventory were damaged, we would be unable to meet our contractual obligations and, as a result, our business, results of operations and financial condition would suffer.

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We may be unable to defend our intellectual property.

Our business could be adversely affected if we are unable to adequately protect our intellectual property. Our current intellectual property consists of trade secret recipes and cooking processes for our products and trademarks. We rely on a combination of trademark, copyright and trade secret laws to establish and protect our proprietary rights. We will also use technical measures to protect our proprietary rights. We may, however, not be able to secure significant protection for service marks or trademarks that we obtain. Our inability to protect our intellectual property from others may impede our brand identity and could lead to consumer confusion.

Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our services and brand.

Our business is largely based upon our recipes which are trade secrets and are not patentable. We may be unable to keep other companies from copying our recipes, or we may be subject to legal actions alleging intellectual property infringement, unfair competition or similar claims against us. Companies may have intellectual property rights covering aspects of our technologies or businesses. Defending ourselves against intellectual property infringement or similar claims would be expensive and would divert management’s attention. Additionally, there is no assurance that we would be successful in defending ourselves against such claims.

Risks Related To Our Securities

We currently have a limited trading volume, which can result in higher price volatility for, and reduced liquidity of, our common stock.

Our shares of common stock traded on the OTCQB from 2013 to July 2021 and on the NASDAQ Capital Market from July 2021 to the present date. While we have upgraded our listing, historically there has been limited daily volume of trading in our common stock, which has limited the overall and perceived liquidity of our common stock on that market.

A more active trading market for our shares may never develop or be sustained. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders. The absence of an active trading market increases price volatility and reduces the liquidity of our common stock. As long as this condition continues, the sale of a significant number of shares of common stock at any particular time could be difficult to achieve at the market prices prevailing immediately before such shares are offered and, if an active market for our common stock does not develop, it may be difficult to sell shares without depressing the market price for the shares, or at all. In addition, in the event that an active trading market does not develop, the price of our common stock may not be a reliable indicator of the fair value of our common stock.

Furthermore, if our common stock ceases to be listed on the NASDAQ Capital Market, holders may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of, our common stock, and the market value of our common stock would likely decline.

You may experience dilution of your ownership interest because of the future issuance of additional shares of our common stock and our preferred stock.

In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders. We are currently authorized to issue an aggregate of 270 million shares of capital stock consisting of 20 million shares of preferred stock, par value $0.00001 per share and 250 million shares of common stock, par value $0.00001 per share.

We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes. The future issuance of any such additional shares of our common stock or other securities may create downward pressure on the trading price of our common stock. There can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes or for other business purposes, including at a price (or exercise prices) below the price at which shares of our common stock are trading.

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The concentration of our capital stock ownership with insiders could limit your ability to influence the outcome of key transactions, including a change of control.

Our directors, executive officers and founding shareholders, in the aggregate, beneficially own approximately 23.4% of the outstanding shares of our common stock, based on the number of shares outstanding as of April 26, 2023. These stockholders are able to influence or control matters requiring approval by our stockholders, including the election of directors and the approval of mergers, acquisitions or other extraordinary transactions. They may have interests that differ from yours and may vote in a manner that is adverse to your interests. This concentration of ownership may have the effect of deterring, delaying or preventing a change of control of our company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and might ultimately affect the market price of our common stock.

If and when a larger trading market for our common stock develops, the market price of our common stock is still likely to be highly volatile and subject to wide fluctuations, and you may be unable to resell your shares at or above the price at which you acquired them.

The market price of our common stock is likely to be highly volatile and could be subject to wide fluctuations in response to a number of factors that are beyond our control, including, but not limited to:

•variations in our revenue and operating expenses;

•market conditions in our industry and the economy as a whole;

•actual or expected changes in our growth rates or our competitors’ growth rates;

•announcements of innovations or new products or services by us or our competitors;

•announcements by the government relating to regulations that govern our industry;

•sales of our common stock or other securities by us or in the open market; and

•changes in the market valuations of other comparable companies.

In addition, if the market for food industry stocks or the stock market in general experiences loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, financial condition or operating results. The trading price of our shares might also decline in reaction to events that affect other companies in our industry, even if these events do not directly affect us. Each of these factors, among others, could harm the value of your investment in our common stock. In the past, following periods of volatility in the market, securities class-action litigation has often been instituted against companies. Such litigation, if instituted against us, could result in substantial costs and diversion of management’s attention and resources, which could materially and adversely affect our business, operating results and financial condition.

We do not expect to pay dividends.

We have never declared or paid any cash dividends or distributions on our common stock. We currently intend to retain our future earnings, if any, to support operations and to finance expansion and therefore we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend. If the Company does not pay dividends, the Company’s common stock may be less valuable because a return on an investor’s investment will only occur if the Company’s stock price appreciates.

If securities or industry analysts do not publish research or reports about us, our business or our market, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market or our competitors. If any of the analysts who may cover us change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our competitors, our stock price would likely decline. If any analyst who may cover us were to cease coverage of our company

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or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities.

During the Nine months ended October 31, 2023, the Company had no sales of unregistered securities.

During the Nine months ended October 31, 2023, the Company did not repurchase any Company equity securities.

Item 3. Defaults upon Senior Securities.

There has been no material default in payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Rule 10b5-1 Trading Plans

During the Three months ended October 31, 2023, 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

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Item 6. Exhibits.

Exhibit No.	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	2021 Incentive Stock and Award Plan, as Amended and Restated October 17, 2023 (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 20, 2023)***.
10.2	Form of Restricted Stock Unit Award Agreement (incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 20, 2023)***.
10.3	Form of Performance-Based Stock Unit Award Agreement (incorporated by reference from Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 20, 2023)***.
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 18 U.S.C. 1350, as adopted pursuant to Section 302 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 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
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)

*Filed herewith.

**Furnished herewith.

*** Denotes management contract or compensatory plan or arrangement

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MAMA’S CREATIONS, INC.
Date: December 12, 2023	By:	/s/ Adam L. Michaels
	Name:	Adam L. Michaels
	Title:	Chief Executive Officer
		(Principal Executive Officer)
	By:	/s/ Anthony Gruber
	Name:	Anthony Gruber
	Title:	Chief Financial Officer (Principal Financial Officer)

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