mama-20250731

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: July 31, 2025


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(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on which registered

Common Stock, par value $0.00001

MAMA

The Nasdaq Stock Market LLC

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

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

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


Large accelerated filer	o	Accelerated filer	x

Non-accelerated filer	o	Smaller reporting company	o

		Emerging Growth Company	o

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

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

As of September 5, 2025, there were 40,498,628 shares of the registrant’s common stock outstanding.

Table of Contents

TABLE OF CONTENTS


		Page
	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements.	1
	Condensed Consolidated Balance Sheets as of July 3 1 , 2025 (unaudited) and January 31, 2025	2
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended July 31 , 2025 and 2024 (unaudited)	3
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six M onths Ended July 3 1 , 2025 and 2024 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the S ix Months Ended July 3 1 , 2025 and 2024 (unaudited)	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	24

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	30

Item 4.	Controls and Procedures.	30

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings.	32

Item 1A.	Risk Factors.	32

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	32

Item 3.	Defaults Upon Senior Securities.	32

Item 4.	Mine Safety Disclosures.	32

Item 5.	Other Information.	33

Item 6.	Exhibits.	34

Signatures		36

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

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Mama’s Creations, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)


	July 31, 2025		January 31, 2025
	(Unaudited)
Assets:

Current Assets:
Cash and cash equivalents	$	9,384	$	7,150
Accounts receivable, net	6,740		8,131
Inventories, net	6,433		4,817
Prepaid expenses and other current assets	881		1,779
Total Current Assets	23,438		21,877

Property, plant, and equipment, net	9,377		9,387
Intangible assets, net	2,685		3,436
Goodwill	8,633		8,633
Operating lease right of use assets, net	6,492		3,376
Deferred tax asset	516		258
Deposits	95		95
Total Assets	$	51,236	$	47,062

Liabilities and Stockholders’ Equity:

Liabilities:
Current Liabilities:
Accounts payable and accrued expenses	$	11,128	$	12,052
Term loan, net of unamortized debt discount of $16 and $22, respectively	1,536		1,530
Operating lease liabilities	1,113		848
Finance leases payable	309		345
Promissory notes – related parties	750		2,250
Total Current Liabilities	14,836		17,025

Term loan – net of current	451		1,342
Operating lease liabilities – net of current	5,321		2,600
Finance leases payable – net of current	1,041		1,199
Total long-term liabilities	6,813		5,141

Total Liabilities	21,649		22,166

Commitments and contingencies (Notes 10 and 11)

Stockholders’ Equity:
Series A Preferred stock, $0.00001 par value; 120,000 shares authorized; 23,400 issued, 0 shares outstanding	-		-
Series B Preferred stock, $0.00001 par value; 200,000 shares authorized; 0 and 0 issued or outstanding	-		-
Preferred stock, $0.00001 par value; 19,680,000 shares authorized; 0 shares issued or outstanding	-		-
Common stock, $0.00001 par value; 250,000,000 shares authorized; 38,054,000 and 37,826,000 shares issued as of July 31, and January 31, 2025, respectively, 37,824,000 and 37,596,000 shares outstanding as of July 31, and January 31, 2025, respectively	-		-
Additional paid-in capital	27,059		24,882
Retained earnings	2,678		164
Less: Treasury stock, 230,000 shares at cost	(150)		(150)
Total Stockholders’ Equity	29,587		24,896
Total Liabilities and Stockholders’ Equity	$	51,236	$	47,062

See accompanying notes to the Condensed Consolidated Financial Statements.

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Mama’s Creations, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(in thousands, except per share data)


	For the Three Months Ended July 31,				For the Six Months Ended July 31,
	2025		2024		2025		2024

Net sales	$	35,203	$	28,382	$	70,458	$	58,220

Costs of sales	26,432		21,503		52,503		43,878

Gross profit	8,771		6,879		17,955		14,342

Operating expenses:
Research and development	55		93		128		197
Selling, general and administrative expenses	7,016		5,174		14,549		11,760
Total operating expenses	7,071		5,267		14,677		11,957

Income from operations	1,700		1,612		3,278		2,385

Other income (expenses)
Interest expense	(77)		(122)		(165)		(249)
Interest income	25		63		55		155
Amortization of debt discount	(3)		(4)		(6)		(10)
Total other expenses	(55)		(63)		(116)		(104)

Net income before income tax provision	1,645		1,549		3,162		2,281

Income tax expense	(368)		(401)		(648)		(580)

Net income	$	1,277	$	1,148	$	2,514	$	1,701

Net income per common share
– basic	$	0.03	$	0.03	$	0.07	$	0.05
– diluted	$	0.03	$	0.03	$	0.06	$	0.04

Weighted average common shares outstanding
– basic	37,687		37,336		37,643		37,298
– diluted	39,744		39,604		39,708		39,535

See accompanying notes to the Condensed Consolidated Financial Statements.

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Mama’s Creations, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

(in thousands)

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


	Series A Preferred Stock			Series B Preferred Stock			Common Stock			Treasury Stock			Additional Paid In		Retained		Stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital		Earnings		Equity
Balance, February 1, 2025	-	$	-	-	$	-	37,826	$	-	(230)	$	(150)	$	24,882	$	164	$	24,896

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

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

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

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

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

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

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

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

Table of Contents

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


	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, 2024	-	$	-	-	$	-	37,488	$	-	(230)	$	(150)	$	23,278	$	(3,547)	$	19,581

Stock based compensation	-	-		-	-		-	-		-	-		205		-		205

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

Net income	-	-		-	-		-	-		-	-		-		553		553

Balance, April 30, 2024	-	$	-	-	$	-	37,488	$	-	(230)	$	(150)	$	23,490	$	(2,994)	$	20,346

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

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

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

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

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

See accompanying notes to the Condensed Consolidated Financial Statements.

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Mama’s Creations, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)


	For the Six Months Ended July 31,
	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	2,514	$	1,701
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	1,137		606
Amortization of debt discount	6		10
Amortization of right of use assets	589		270
Amortization of intangibles	751		768
Stock-based compensation	640		521
Change in deferred tax asset	(258)		113
Changes in operating assets and liabilities:
Accounts receivable

SEC Form 10-Q filed by Mama's Creations Inc.