Mama's Creations, Inc. Files 2024 10-K Report

TL;DR

<b>Mama's Creations, Inc. has filed its 2024 10-K, detailing its financial performance and corporate history.</b>

AI Summary

Mama's Creations, Inc. (MAMA) filed a Annual Report (10-K) with the SEC on April 24, 2024. Mama's Creations, Inc. filed its annual 10-K report for the fiscal year ending January 31, 2024. The company was formerly known as MamaMancini's Holdings, Inc. and Mascot Properties, Inc. Incorporated in Nevada, the company operates in the sausage and prepared meat products industry. The filing covers the fiscal year 2024, with data points from January 31, 2024, and January 31, 2023. Key financial data points from previous fiscal years (2022, 2023) are included for comparison.

Why It Matters

For investors and stakeholders tracking Mama's Creations, Inc., this filing contains several important signals. This 10-K filing provides a comprehensive overview of Mama's Creations' financial health and operational status for the fiscal year ended January 31, 2024, crucial for investors assessing the company's trajectory. The report includes historical company name changes, indicating potential restructuring or rebranding efforts that investors should be aware of when evaluating the company's long-term identity and strategy.

Risk Assessment

Risk Level: low — Mama's Creations, Inc. shows low risk based on this filing. The filing is a standard 10-K annual report, which typically contains routine financial and operational disclosures without immediate red flags.

Analyst Insight

Review the detailed financial statements and risk factors within the 10-K to understand Mama's Creations' performance and potential challenges.

Key Numbers

• 2024-01-31 — Fiscal Year End (Report period)
• 2024-04-24 — Filing Date (Date of submission)
• 001-40597 — SEC File Number (Company's SEC file number)
• 270607116 — IRS Number (Company's IRS identification number)
• NV — State of Incorporation (State where the company is incorporated)
• 201-531-1212 — Business Phone (Company's contact phone number)
• 25 BRANCA ROAD, EAST RUTHERFORD, NJ 07073 — Business Address (Company's principal business location)
• 20130401 — Name Change Date (Date of previous name change)

Key Players & Entities

• Mama's Creations, Inc. (company) — Filer name
• MamaMancini's Holdings, Inc. (company) — Former company name
• Mascot Properties, Inc. (company) — Former company name
• 2024-01-31 (date) — Fiscal year end
• 2024-04-24 (date) — Filing date
• 2023-01-31 (date) — Prior fiscal year end
• 2022-01-31 (date) — Prior fiscal year end
• 20130401 (date) — Date of name change

FAQ

Key Dates

• 2024-01-31: Fiscal Year End — End of the reporting period for the 10-K.
• 2024-04-24: Filing Date — Date the 10-K was officially submitted to the SEC.
• 2013-04-01: Name Change — Date Mama's Creations, Inc. changed from MamaMancini's Holdings, Inc.

Key Financial Figures

• $0.00001 M — ich registered Common Stock, par value $0.00001 MAMA Nasdaq Capital Market Indicate by
• $3.71 — y 31, 2023, based on a closing price of $3.71 was approximately $ 103,917,549 . As o
• $14.0 m — York, for a combined purchase price of $14.0 million, including $11.0 million in cash
• $11.0 million — chase price of $14.0 million, including $11.0 million in cash at closing and $3.0 million in
• $3.0 million — ng $11.0 million in cash at closing and $3.0 million in a promissory note (the "Note"). The
• $750,000 — e requires annual principal payments of $750,000 payable on each anniversary of the clos
• $7.5 million — t was funded through cash on hand and a $7.5 million acquisition loan from M&T Bank. Anthony
• $1.2 million — ng prepared foods, for an investment of $1.2 million. On June 28, 2023, the Company complete
• $3.7 million — &I Loeb Family, LLC (the "Sellers") for $3.7 million , including approximately $1.0 million
• $1.0 million — $3.7 million , including approximately $1.0 million in cash at closing and a $2.7 million p
• $2.7 million — y $1.0 million in cash at closing and a $2.7 million promissory note. Reflecting the evolut
• $7.99 — ural. Typical retail prices range fro m $7.99 to $9.99 per pound for freshly prepared
• $9.99 — ical retail prices range fro m $7.99 to $9.99 per pound for freshly prepared products
• $1 billion — he Company has the potential to achieve $1 billion in sales through a combination of accre
• $9 — pical retail prices range from $7.99 to $9.99, for prepared food products sold to

Filing Documents

• mmmb-20240131.htm (10-K) — 1124KB
• mama-exhibit211.htm (EX-21.1) — 6KB
• auditorsconsent_10kx040824.htm (EX-23.1) — 3KB
• mmmb-20230131xexx3111.htm (EX-31.1) — 10KB
• mmmb-20230131xexx3121.htm (EX-31.2) — 10KB
• mmmb-20230131xexx3211.htm (EX-32.1) — 4KB
• mmmb-20230131xexx3221.htm (EX-32.2) — 4KB
• mama-clawbackcompensationr.htm (EX-97.1) — 32KB
• 0001628280-24-017645.txt (&nbsp;) — 7400KB
• mmmb-20240131.xsd (EX-101.SCH) — 53KB
• mmmb-20240131_cal.xml (EX-101.CAL) — 113KB
• mmmb-20240131_def.xml (EX-101.DEF) — 302KB
• mmmb-20240131_lab.xml (EX-101.LAB) — 741KB
• mmmb-20240131_pre.xml (EX-101.PRE) — 530KB
• mmmb-20240131_htm.xml (XML) — 903KB

BUSINESS

ITEM 1. BUSINESS. 3

RISK FACTORS

ITEM 1A. RISK FACTORS. 8

UNRESOLVED STAFF COMMENTS

ITEM 1B. UNRESOLVED STAFF COMMENTS. 16 I TEM 1C. CYBERSECURITY . 16

PROPERTIES

ITEM 2. PROPERTIES. 16

LEGAL PROCEEDINGS

ITEM 3. LEGAL PROCEEDINGS. 16

MINE SAFETY DISCLOSURES

ITEM 4. MINE SAFETY DISCLOSURES. 17 PART II 17

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. 17

[RESERVED]

ITEM 6. [RESERVED]. 17

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 17

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 22

FINANCIAL STATEMENTS

ITEM 8. FINANCIAL STATEMENTS. 22

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. 22

CONTROLS AND PROCEDURES

ITEM 9A. CONTROLS AND PROCEDURES. 22

OTHER INFORMATION

ITEM 9B. OTHER INFORMATION. 24

DISCLOSURE REGARDING FOREIGN Jurisdictions THAT PREVENT INSPECTIONS

ITEM 9C. DISCLOSURE REGARDING FOREIGN Jurisdictions THAT PREVENT INSPECTIONS 24 PART III 25

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. 25

EXECUTIVE COMPENSATION

ITEM 11. EXECUTIVE COMPENSATION. 28

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. 28

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. 28

PRINCIPAL ACCOUNTING FEES AND SERVICES

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. 28 PART IV 29

EXHIBITS, FINANCIAL STATEMENTS SCHEDULES

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES. 29 SIGNATURES. 31 2 Table of Contents

FORWARD LOOKING STATEMENTS

FORWARD LOOKING STATEMENTS Included in this Form 10-K are "forward-looking statements," as well as historical information. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that the expectations reflected in these forward-looking statements will prove to be correct. Our actual results could differ materially from those anticipated in forward-looking statements as a result of certain factors, including matters described in the section titled "Risk Factors." Forward-looking statements include those that use forward-looking terminology, such as the words "anticipate," "believe," "estimate," "expect," "intend," "may," "project," "plan," "will," "shall," "should," and similar expressions, including when used in the negative. Although we believe that the expectations reflected in these forward-looking statements are reasonable and achievable, these statements involve risks and uncertainties and we cannot assure you that actual results will be consistent with these forward-looking statements. We undertake no obligation to update or revise these forward-looking statements, whether to reflect events or circumstances after the date initially filed or published, to reflect the occurrence of unanticipated events or otherwise. PART I

Business

Item 1. Business. Our History Mama's Creations, Inc. (together with its subsidiaries, the "Company"), was originally organized on July 22, 2009 as a Nevada corporation called Mascot Properties, Inc. ("Mascot"). On February 22, 2010, MamaMancini's LLC was formed as a limited liability company under the laws of the state of New Jersey in order to commercialize our initial products. On March 5, 2012, the members of MamaMancini's LLC exchanged their equity for shares in MamaMancini's Inc., a Delaware Corporation ("MamaMancini's"). On January 24, 2013, pursuant to an Acquisition Agreement and Plan of Merger, Mascot Properties Acquisition Corp, a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub"), merged with and into MamaMancini's, resulting in MamaMancini's becoming a wholly owned subsidiary of the Company (the "Merger"). On March 8, 2013, Mascot received notice from the Financial Industry Regulatory Authority ("FINRA") that its application to change its name and symbol had been approved effective Monday, March 11, 2013, Mascot began trading under its new name, "MamaMancini's Holdings, Inc." and under the symbol "MMMB." On November 1, 2017, the Company acquired Joseph Epstein Food Enterprises, Inc., a New Jersey corporation and manufacturer of food products ("JEFE"), pursuant to a merger with MMMB Acquisition, Inc., a Nevada corporation and wholly owned subsidiary of MamaMancini's. On December 29, 2021, the Company completed two additional acquisitions – T&L Creative Salads ("T&L" or "T&L Creative Salads") and Olive Branch, LLC ("OB" or "Olive Branch"), which are related gourmet food manufacturers based in New York, for a combined purchase price of $14.0 million, including $11.0 million in cash at closing and $3.0 million in a promissory note (the "Note"). The promissory note requires annual principal payments of $750,000 payable on each anniversary of the closing, together with accrued interest at a rate of three and one-half percent (

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