mama-20260731

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, 2026


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, a non-accelerated filer, 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 2, 2026, there were 47,147,469 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 , 2026 (unaudited) and January 31, 2026	2
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended July 3 1 , 2026 and 2025 (unaudited)	3
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended July 3 1 , 2026 and 2025 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended July 3 1 , 2026 and 2025 (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.	29

Item 4.	Controls and Procedures.	29

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings.	31

Item 1A.	Risk Factors.	31

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	31

Item 3.	Defaults Upon Senior Securities.	32

Item 4.	Mine Safety Disclosures.	32

Item 5.	Other Information.	32

Item 6.	Exhibits.	32

Signatures		33

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, 2026		January 31, 2026
	(Unaudited)
Assets:

Current Assets:
Cash and cash equivalents	$	138,617	$	19,951
Accounts receivable, net	12,886		13,072
Inventories, net	10,662		9,647
Prepaid expenses and other current assets	1,651		2,411
Total Current Assets	163,816		45,081

Property, plant, and equipment, net	18,857		20,108
Intangible assets, net	2,221		3,090
Goodwill	9,447		9,447
Operating lease right of use assets, net	6,992		7,877
Deposits	95		95
Total Assets	$	201,428	$	85,698

Liabilities and Stockholders’ Equity:

Liabilities:
Current Liabilities:
Accounts payable and accrued expenses	$	20,525	$	17,800
Term loan, net of unamortized debt discount of $193 and $216, respectively	983		960
Operating lease liabilities	1,796		1,690
Finance leases payable	333		321
Total Current Liabilities	23,637		20,771

Term loan – net of current	3,823		4,412
Operating lease liabilities – net of current	5,272		6,204
Deferred tax liability	581		813
Finance leases payable – net of current	709		878
Total long-term liabilities	10,385		12,307

Total Liabilities	34,022		33,078

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 shares 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; 47,375,000 and 40,887,000 shares issued as of July 31, and January 31, 2026, respectively, 47,145,000 and 40,657,000 shares outstanding as of July 31, and January 31, 2026, respectively	-		-
Additional paid-in capital	157,484		47,320
Retained earnings	10,072		5,450
Less: Treasury stock, 230,000 shares at cost	(150)		(150)
Total Stockholders’ Equity	167,406		52,620
Total Liabilities and Stockholders’ Equity	$	201,428	$	85,698

See accompanying notes to the unaudited 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,
	2026		2025		2026		2025

Net sales	$	54,582	$	35,203	$	107,348	$	70,458

Costs of sales	41,505		26,432		81,844		52,503

Gross profit	13,077		8,771		25,504		17,955

Operating expenses:
Research and development	94		55		181		128
Selling, general and administrative expenses	9,991		7,016		19,667		14,549
Total operating expenses	10,085		7,071		19,848		14,677

Income from operations	2,992		1,700		5,656		3,278

Other income (expenses)
Interest expense	(100)		(77)		(209)		(165)
Interest income	424		25		514		55
Amortization of debt discount	(12)		(3)		(23)		(6)
Total other income (expenses)	312		(55)		282		(116)

Net income before income tax provision	3,304		1,645		5,938		3,162

Income tax expense	(739)		(368)		(1,316)		(648)

Net income	$	2,565	$	1,277	$	4,622	$	2,514

Net income per common share
– basic	$	0.06	$	0.03	$	0.11	$	0.07
– diluted	$	0.06	$	0.03	$	0.10	$	0.06

Weighted average common shares outstanding
– basic	42,736		37,687		41,717		37,643
– diluted	45,319		39,744		44,334		39,708

See accompanying notes to the unaudited 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, 2026 through July 31, 2026


	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, 2026	-	$	-	-	$	-	40,887	$	-	(230)	$	(150)	$	47,320	$	5,450	$	52,620

Stock-based compensation	-	-		-	-		36	-		-	-		580		-		580

Issuance of common stock for employee compensation							7						105				105

Net income	-	-		-	-		-	-		-	-		-		2,057		2,057

Balance, April 30, 2026	-	$	-	-	$	-	40,930	$	-	(230)	$	(150)	$	48,005	$	7,507	$	55,362

Stock-based compensation	-	-		-	-		23	-		-	-		874		-		874

Exercise of stock options	-	-		-	-		33	-		-	-		48		-		48

Net proceeds from issuance of common stock	-	-		-	-		6,389	-		-	-		108,557		-		108,557

Net income	-	-		-	-		-	-		-	-		-		2,565		2,565

Balance, July 31, 2026	-	-		-	-		47,375	-		(230)	(150)		157,484		10,072		167,406

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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

See accompanying notes to the unaudited 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,
	2026		2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	4,622	$	2,514
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	2,340		1,137
Amortization of debt discount	23		6
Amortization of right of use assets	885		589
Amortization of intangibles	869		751
Stock-based compensation	1,454		640
Change in deferred tax asset	(232)		(258)
Changes in operating assets and liabilities, net of acquisition:
Accounts receivable	186		1,391
Inventories	(1,015)		(1,616)
Prepaid expenses and other current assets	760		625
Accounts payable and accrued expenses	2,830		(925)
Operating lease liability	(826)		(520)
Net Cash Provided by Operating Activities	11,896		4,334

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets	(1,089)		(1,053)
Net Cash Used in Investing Activities	(1,089)		(1,053)

CASH FLOWS FROM FINANCING ACTI