mama-20251031

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, 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 December 5, 2025, there were 40,653,333 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 October 31, 2025 (unaudited) and January 31, 2025	2
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended October 31, 2025 and 2024 (unaudited)	3
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended October 31, 2025 and 2024 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended October 31, 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.	26

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	31

Item 4.	Controls and Procedures.	32

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings.	34

Item 1A.	Risk Factors.	34

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	34

Item 3.	Defaults Upon Senior Securities.	35

Item 4.	Mine Safety Disclosures.	35

Item 5.	Other Information.	35

Item 6.	Exhibits.	36

Signatures		38

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Table of Contents

Mama’s Creations, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)


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

Current Assets:
Cash and cash equivalents	$	18,068	$	7,150
Accounts receivable, net	11,047		8,131
Inventories, net	10,360		4,817
Prepaid expenses and other current assets	1,488		1,779
Total Current Assets	40,963		21,877

Property, plant, and equipment, net	21,061		9,387
Intangible assets, net	3,534		3,436
Goodwill	9,447		8,633
Operating lease right of use assets, net	8,309		3,376
Deferred tax asset	625		258
Deposits	95		95
Total Assets	$	84,034	$	47,062

Liabilities and Stockholders’ Equity:

Liabilities:
Current Liabilities:
Accounts payable and accrued expenses	$	18,468	$	12,052
Term loan, net of unamortized debt discount of $226 and $22, respectively	949		1,530
Operating lease liabilities	1,646		848
Finance leases payable	315		345
Promissory notes – related parties	750		2,250
Total Current Liabilities	22,128		17,025

Term loan – net of current	4,706		1,342
Operating lease liabilities – net of current	6,642		2,600
Finance leases payable – net of current	960		1,199
Total long-term liabilities	12,308		5,141

Total Liabilities	34,436		22,166

Commitments and contingencies (Notes 11 and 12)

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; 40,880,000 and 37,826,000 shares issued as of October 31, and January 31, 2025, respectively, 40,650,000 and 37,596,000 shares outstanding as of October 31, and January 31, 2025, respectively	-		-
Additional paid-in capital	46,530		24,882
Retained earnings	3,218		164
Less: Treasury stock, 230,000 shares at cost	(150)		(150)
Total Stockholders’ Equity	49,598		24,896
Total Liabilities and Stockholders’ Equity	$	84,034	$	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 October 31,				For the Nine Months Ended October 31,
	2025		2024		2025		2024

Net sales	$	47,269	$	31,523	$	117,727	$	89,743

Costs of sales	36,133		24,410		88,636		68,288

Gross profit	11,136		7,113		29,091		21,455

Operating expenses:
Research and development	80		155		208		352
Selling, general and administrative expenses	10,233		6,395		24,782		18,155
Total operating expenses	10,313		6,550		24,990		18,507

Income from operations	823		563		4,101		2,948

Other income (expenses)
Interest expense	(156)		(120)		(321)		(369)
Interest income	79		37		134		192
Amortization of debt discount	(20)		(3)		(26)		(13)
Other income	—		61		—		61
Total other expenses	(97)		(25)		(213)		(129)

Net income before income tax provision	726		538		3,888		2,819

Income tax expense	(186)		(128)		(834)		(708)

Net income	$	540	$	410	$	3,054	$	2,111

Net income per common share
– basic	$	0.01	$	0.01	$	0.08	$	0.06
– diluted	$	0.01	$	0.01	$	0.08	$	0.05

Weighted average common shares outstanding
– basic	39,630		37,522		38,313		37,373
– diluted	41,860		39,442		40,546		39,261

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 October 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

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