Financial Data and Key Metrics Changes - Revenue for Q2 fiscal 2026 increased by 24% to $35.2 million compared to $28.4 million in the same quarter last year, driven by volume gains and new customer door expansion [22][24] - Gross profit rose by 28% to $8.8 million, representing 25% of total revenues, up from 24% in the same year-ago quarter, attributed to operational efficiency improvements [22][24] - Net income increased by 11% to $1.3 million, or $0.03 per diluted share, compared to $1.1 million in the same year-ago quarter [25][26] - Adjusted EBITDA grew by 18% to $3.3 million for Q2 fiscal 2026, compared to $2.7 million in the same year-ago quarter [26] Business Line Data and Key Metrics Changes - The acquisition of Crown One Enterprises is expected to add approximately $56 million in revenue, enhancing cross-selling opportunities and expanding the customer base [8][19] - The company achieved significant growth in the deli-prepared foods segment, with a focus on high-quality, value-oriented offerings [5][10] - The operational efficiency improvements have led to increased throughput and reduced costs, particularly in freight management [12][13] Market Data and Key Metrics Changes - Private label brands have outpaced national brands by 4x, with refrigerated products showing the highest sales growth at 13% [10][11] - The Consumer Price Index indicated a significant variance between away-from-home inflation (3.9%) and at-home inflation (2.2%), creating market potential for deli-prepared foods [12] Company Strategy and Development Direction - The company is focused on integrating Crown One Enterprises efficiently while enhancing its margin profile and driving aggressive synergy realization [21][27] - The strategy includes leveraging operational efficiencies and expanding SKU penetration across Crown One's customer base [9][10] - The company remains open to future M&A opportunities that enhance category leadership and operational scale [20] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to navigate commodity headwinds, particularly with chicken prices decreasing significantly [30][32] - The company is well-positioned for profitable growth and market share gains throughout fiscal 2026 and beyond, supported by a robust balance sheet and operational infrastructure [21][24] Other Important Information - The company has implemented a new warehouse management system to improve inventory visibility and reduce waste [14] - A mentorship program has been launched to develop leadership skills among high-potential associates [16] Q&A Session Summary Question: Can you provide insights on gross margins and the impact of chicken commodity prices? - Management indicated confidence in gross margin recovery, noting a significant decrease in chicken prices, which is expected to positively impact margins [30][32] Question: What is the revenue outlook for the Crown acquisition? - Management expects the Crown business to grow and will evaluate SKU rationalization to optimize revenue [33][36] Question: Can you discuss the importance of the Costco partnership? - The partnership with Costco is seen as a significant step towards achieving everyday product status, which could greatly enhance sales [41][44] Question: How does Crown's MAP capabilities compare to Mama's? - Crown brings more experience and equipment, which will enhance operational efficiencies and learning opportunities for Mama's [45][46] Question: What are the trade promotion plans moving forward? - Trade promotion strategies will be adjusted based on gross margin performance, with flexibility to increase or decrease spending as needed [50][53]

```markdown [PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements.](index=4&type=section&id=Item%201.%20Financial%20Statements.) This section presents the unaudited condensed consolidated financial statements for Mama's Creations, Inc., including balance sheets, statements of operations, changes in stockholders' equity, and cash flows, along with detailed notes explaining accounting policies, asset breakdowns, liabilities, equity, and recent accounting pronouncements [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section provides a snapshot of the company's financial position at specific dates, detailing assets, liabilities, and stockholders' equity | Metric (in thousands) | July 31, 2025 | January 31, 2025 | | :-------------------- | :------------ | :--------------- | | Total Assets | $51,236 | $47,062 | | Total Liabilities | $21,649 | $22,166 | | Total Stockholders' Equity | $29,587 | $24,896 | | Cash and cash equivalents | $9,384 | $7,150 | | Inventories, net | $6,433 | $4,817 | | Accounts payable and accrued expenses | $11,128 | $12,052 | - Total Assets increased by **$4.174 million (8.87%)** from January 31, 2025, to July 31, 2025, primarily driven by increases in cash and cash equivalents, inventories, and operating lease right-of-use assets[11](index=11&type=chunk) - Total Stockholders' Equity increased by **$4.691 million (18.84%)** from January 31, 2025, to July 31, 2025, mainly due to retained earnings growth and additional paid-in capital[11](index=11&type=chunk) [Condensed Consolidated Statements of Operations](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section outlines the company's financial performance over specific periods, presenting net sales, gross profit, income from operations, and net income | Metric (in thousands) | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net sales | $35,203 | $28,382 | $70,458 | $58,220 | | Gross profit | $8,771 | $6,879 | $17,955 | $14,342 | | Income from operations | $1,700 | $1,612 | $3,278 | $2,385 | | Net income | $1,277 | $1,148 | $2,514 | $1,701 | | Net income per common share – diluted | $0.03 | $0.03 | $0.06 | $0.04 | - Net sales increased by **24.0%** for the three months ended July 31, 2025, and by **21.0%** for the six months ended July 31, 2025, compared to the respective prior periods[14](index=14&type=chunk) - Net income increased by **11.2%** for the three months ended July 31, 2025, and by **47.8%** for the six months ended July 31, 2025, year-over-year[14](index=14&type=chunk) [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) This section details the changes in the company's equity accounts over specific periods, including additional paid-in capital and retained earnings | Metric (in thousands) | Balance, February 1, 2025 | Balance, July 31, 2025 | Balance, February 1, 2024 | Balance, July 31, 2024 | | :-------------------- | :------------------------ | :--------------------- | :------------------------ | :--------------------- | | Additional Paid-In Capital | $24,882 | $27,059 | $23,278 | $24,293 | | Retained Earnings | $164 | $2,678 | $(3,547) | $(1,846) | | Total Stockholders' Equity | $24,896 | $29,587 | $19,581 | $22,297 | - Stockholders' Equity increased by **$4.691 million** from February 1, 2025, to July 31, 2025, primarily due to net income of $2.514 million and stock-based compensation[16](index=16&type=chunk)[18](index=18&type=chunk) - Retained earnings significantly increased from **$164 thousand** at February 1, 2025, to **$2.678 million** at July 31, 2025, reflecting the company's profitability[16](index=16&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section reports the cash generated and used by the company across operating, investing, and financing activities over specific periods | Metric (in thousands) | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :-------------------- | :----------------------------- | :----------------------------- | | Net Cash Provided by Operating Activities | $4,334 | $1,234 | | Net Cash Used in Investing Activities | $(1,053) | $(2,740) | | Net Cash Used in Financing Activities | $(1,047) | $(2,128) | | Net Increase (Decrease) in Cash | $2,234 | $(3,634) | | Cash and cash equivalents at end of period | $9,384 | $7,388 | - Net cash provided by operating activities increased significantly to **$4.334 million** for the six months ended July 31, 2025, from $1.234 million in the prior year, indicating improved operational cash generation[22](index=22&type=chunk) - Net cash used in investing activities decreased to **$1.053 million** for the six months ended July 31, 2025, from $2.740 million in the prior year, primarily due to lower purchases of fixed assets[22](index=22&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements [Note 1 - Nature of Operations and Basis of Presentation](index=13&type=section&id=Note%201%20-%20Nature%20of%20Operations%20and%20Basis%20of%20Presentation) This note describes the company's business, its fiscal year, and the foundational principles used in preparing the financial statements - Mama's Creations, Inc. (formerly MamaMancini's Holdings, Inc.) is a Nevada corporation with a fiscal year-end of January 31, operating as a marketer, manufacturer, and distributor of fresh deli prepared foods[24](index=24&type=chunk)[117](index=117&type=chunk) - The company diversifies its product line with ready-to-heat meals, pasta/rice bowls, bulk deli, and packaged refrigerated protein products, many approved as 'all-natural' by the USDA[25](index=25&type=chunk) - The company completed the acquisition of the remaining **76% interest** in Chef Inspirational Foods, LLC (CIF) on June 28, 2023, for approximately **$3.7 million**, with the final payment of **$1.5 million** in common stock made as of June 30, 2025[27](index=27&type=chunk) [Note 2 - Summary of Significant Accounting Policies](index=13&type=section&id=Note%202%20-%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the key accounting principles and methods applied in the preparation of the condensed consolidated financial statements - The financial statements are prepared in accordance with U.S. GAAP for interim information, with all intercompany accounts and transactions eliminated in consolidation[28](index=28&type=chunk) - Revenue is recognized when performance obligations are satisfied, typically upon product shipment or delivery, with trade incentives and promotions recorded as a reduction to the transaction price[50](index=50&type=chunk)[51](index=51&type=chunk)[52](index=52&type=chunk) Gross Sales and Trade Incentives (in thousands) | Metric | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :-------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Gross Sales | $36,003 | $28,704 | $73,507 | $59,102 | | Less: Trade Incentives and Promotions | $800 | $322 | $3,049 | $882 | | Net Sales | $35,203 | $28,382 | $70,458 | $58,220 | - The company adopted ASU 2023-07 (Segment Reporting) during the fiscal year ended January 31, 2025, leading to enhanced segment reporting disclosures without impacting financial results[67](index=67&type=chunk) [Note 3 – Property Plant and Equipment, Net:](index=21&type=section&id=Note%203%20%E2%80%93%20Property%20Plant%20and%20Equipment,%20Net:) This note provides a breakdown of the company's property, plant, and equipment, net of accumulated depreciation Property, Plant and Equipment, Net (in thousands) | Category | July 31, 2025 | January 31, 2025 | | :-------------------- | :------------ | :--------------- | | Machinery and Equipment | $8,747 | $7,982 | | Furniture and Fixtures | $242 | $242 | | Leasehold Improvements | $6,015 | $5,875 | | Less: Accumulated Depreciation | $5,627 | $4,712 | | Total | $9,377 | $9,387 | - Depreciation expense for the six months ended July 31, 2025, was approximately **$1.137 million**, a significant increase from $606 thousand in the prior year, reflecting increased asset base[72](index=72&type=chunk) [Note 4 – Intangible Assets, Net](index=21&type=section&id=Note%204%20%E2%80%93%20Intangible%20Assets,%20Net) This note details the company's intangible assets, including customer relationships and tradenames, along with their amortization Intangible Assets, Net (in thousands) | Category | July 31, 2025 Net Carrying Amount | January 31, 2025 Net Carrying Amount | | :-------------------- | :-------------------------------- | :----------------------------------- | | Customer relationships | $2,685 | $3,436 | | Tradename and trademarks | $0 | $0 | | Total | $2,685 | $3,436 | - Amortization expense for intangible assets was approximately **$751 thousand** for the six months ended July 31, 2025, slightly lower than $768 thousand in the prior year[74](index=74&type=chunk) Estimated Aggregate Amortization Expense (in thousands) | Fiscal Year | Estimated Expense | | :---------- | :---------------- | | 2026 (Remaining) | $762 | | 2027 | $1,464 | | 2028 | $459 | | Total | $2,685 | [Note 5 – Accounts Payable and Accrued Expenses](index=22&type=section&id=Note%205%20%E2%80%93%20Accounts%20Payable%20and%20Accrued%20Expenses) This note presents a detailed breakdown of the company's accounts payable and various accrued expenses Accounts Payable and Accrued Expenses (in thousands) | Category | July 31, 2025 | January 31, 2025 | | :-------------------- | :------------ | :--------------- | | Trade accounts payable | $8,105 | $9,051 | | Accrued promotions | $451 | $485 | | Accrued employee compensation | $1,165 | $1,391 | | Accrued commissions and royalties | $965 | $686 | | Other accrued expenses | $369 | $439 | | Accrued income taxes | $73 | $0 | | Total | $11,128 | $12,052 | - Total accounts payable and accrued expenses decreased by **$924 thousand** from January 31, 2025, to July 31, 2025, primarily due to a reduction in trade accounts payable and accrued employee compensation[76](index=76&type=chunk) [Note 6 – Related Party Transactions](index=22&type=section&id=Note%206%20%E2%80%93%20Related%20Party%20Transactions) This note discloses transactions and balances with parties considered to be related to the company - The outstanding balance of promissory notes to related parties remained at **$750 thousand** as of July 31, 2025, with annual principal payments of $750 thousand due on each anniversary of the December 2021 closing[77](index=77&type=chunk) - Interest expense on related party promissory notes decreased to **$13 thousand** for the six months ended July 31, 2025, from $26 thousand in the prior year, reflecting a lower outstanding balance[77](index=77&type=chunk) - The Company leases a production and distribution facility from a related party, with rent expense of approximately **$168 thousand** for the six months ended July 31, 2025[78](index=78&type=chunk)[79](index=79&type=chunk) [Note 7 – Loan and Security Agreements](index=23&type=section&id=Note%207%20%E2%80%93%20Loan%20and%20Security%20Agreements) This note describes the company's various loan and security agreements, including lines of credit and term notes - The Company has a working capital line of credit with M&T Bank for a maximum of **$5.5 million**, maturing November 30, 2027, with no outstanding balance as of July 31, 2025[80](index=80&type=chunk) - The T&L Note with M&T Bank had an outstanding balance of approximately **$2.0 million** as of July 31, 2025, down from $2.9 million at January 31, 2025, with interest expense decreasing to $87 thousand for the six months ended July 31, 2025[81](index=81&type=chunk) [Note 8 – Concentrations](index=23&type=section&id=Note%208%20%E2%80%93%20Concentrations) This note highlights significant concentrations of revenue and receivables with key customers - For the three months ended July 31, 2025, one customer accounted for approximately **53% of gross revenue**, indicating significant customer concentration[82](index=82&type=chunk) - For the six months ended July 31, 2025, two customers accounted for approximately **44% and 17% of gross revenue**, respectively[82](index=82&type=chunk) - As of July 31, 2025, two customers represented approximately **25% and 19% of total gross outstanding receivables**[83](index=83&type=chunk) [Note 9 – Stockholders' Equity](index=23&type=section&id=Note%209%20%E2%80%93%20Stockholders'%20Equity) This note provides details on the components of stockholders' equity, including restricted stock units and stock-based compensation Restricted Stock Units Activity | Metric | Restricted Stock Units | Weighted Average Grant Date Fair Value | | :-------------------------------- | :--------------------- | :------------------------------------- | | Non-vested RSUs - February 1, 2025 | 367,557 | $2.85 | | Granted | 236,604 | $7.39 | | Vested | (19,175) | $7.32 | | Forfeited | (12,386) | $6.86 | | Outstanding – July 31, 2025 | 572,600 | $4.49 | - Stock-based compensation expense for restricted stock units was approximately **$334 thousand** for the six months ended July 31, 2025, with **$2.2 million** unrecognized compensation remaining[85](index=85&type=chunk) - The Company granted PSUs with a target payout of **94,200 shares** to its CEO during the six months ended July 31, 2025, valued at approximately **$600 thousand**, with related compensation expense of **$130 thousand** recognized[89](index=89&type=chunk)[90](index=90&type=chunk) [Note 10 - Commitments and Contingencies](index=25&type=section&id=Note%2010%20-%20Commitments%20and%20Contingencies) This note outlines the company's contractual commitments and potential contingent liabilities - The Company has a License Agreement requiring a minimum annual royalty payment of **$125,000** to maintain exclusivity, with royalty expenses of **$483 thousand** for the six months ended July 31, 2025[94](index=94&type=chunk)[95](index=95&type=chunk) - The Company entered into purchase commitments for **six million eighty thousand pounds of chicken** (one-year term) and **two million sixteen thousand pounds of beef** (six-month term) at fixed prices[96](index=96&type=chunk) [Note 11 –Leases](index=25&type=section&id=Note%2011%20%E2%80%93Leases) This note details the company's lease arrangements, including right-of-use assets and lease liabilities - Effective February 1, 2025, the Company amended and extended its lease for 25 Branca Road, East Rutherford, NJ, recognizing a right-of-use (ROU) asset and corresponding lease liability of approximately **$4.2 million**[98](index=98&type=chunk) Maturities of Lease Liabilities (in thousands) | Fiscal Year | Finance Leases | Operating Leases | Total Maturities of Lease Liabilities | | :---------- | :------------- | :--------------- | :------------------------------------ | | 2026 remaining | $203 | $735 | $938 | | 2027 | $406 | $1,512 | $1,918 | | 2028 | $398 | $1,591 | $1,989 | | 2029 | $302 | $1,635 | $1,937 | | 2030 | $179 | $1,486 | $1,665 | | Thereafter | $117 | $519 | $636 | | Total undiscounted future lease payments | $1,605 | $7,478 | $9,083 | [Note 12 - Income Tax Provision](index=26&type=section&id=Note%2012%20-%20Income%20Tax%20Provision) This note explains the company's income tax expense, effective tax rates, and deferred tax assets - The Company's effective tax rate for the three and six months ended July 31, 2025, was **22.4% and 20.5%**, respectively, with differences from the statutory rate primarily related to state taxes[101](index=101&type=chunk) - A net deferred tax asset of approximately **$516 thousand** was recognized as of July 31, 2025, an increase from $258 thousand at January 31, 2025, with no valuation allowance[101](index=101&type=chunk)[102](index=102&type=chunk) - The Company is currently assessing the impact of the recently signed One Big Beautiful Bill Act (OBBBA) on its financial statements, which extends key provisions of the 2017 Tax Cuts and Jobs Act[105](index=105&type=chunk) [Note 13 - Segment Information](index=27&type=section&id=Note%2013%20-%20Segment%20Information) This note clarifies that the company operates as a single segment and provides geographical asset information - The Company is managed as a single operating segment, with the Chief Executive Officer reviewing financial information on an aggregate basis for resource allocation and performance assessment[106](index=106&type=chunk) - All of the Company's assets are maintained in the United States[106](index=106&type=chunk) [Note 14 - Subsequent Events](index=28&type=section&id=Note%2014%20-%20Subsequent%20Events) This note discloses significant events that occurred after the balance sheet date, including new financing and acquisitions - On August 28, 2025, the Company entered into an Amended and Restated Loan and Security Agreement with M&T Bank, establishing a senior secured credit facility including a **$1.9 million term loan**, a **$5.5 million revolving credit facility**, and a **$20 million non-revolving line of credit (PA Line)**[110](index=110&type=chunk) - An initial draw of **$19.0 million** was made on the PA Line on August 28, 2025, to finance the acquisition of Crown I Enterprises Inc. and related expenses[111](index=111&type=chunk) - On September 2, 2025, the Company completed the acquisition of substantially all assets of Crown I Enterprises Inc. for **$17.5 million in cash**, and closed a private placement of **2,666,667 shares of common stock** at **$7.50 per share**, generating **$20.0 million in gross proceeds**[113](index=113&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.](index=30&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) This section provides management's perspective on the company's financial performance and condition, highlighting key operational results, recent acquisitions, liquidity, and capital resources [Overview](index=30&type=section&id=Overview) This section provides a general description of the company's business and strategic objectives - Mama's Creations, Inc. is a leading marketer, manufacturer, and distributor of fresh deli prepared foods, available in over **10,000 stores nationally**[117](index=117&type=chunk) - The company aims to be a one-stop-shop deli solutions platform, leveraging vertical integration and diverse brands to meet evolving consumer demands[117](index=117&type=chunk) [Acquisition of Crown 1 Business](index=30&type=section&id=Acquisition%20of%20Crown%201%20Business) This section details the recent acquisition of Crown I Enterprises Inc. and its expected impact on the company - On September 2, 2025, the Company acquired substantially all assets of Crown I Enterprises Inc., a manufacturer of value-added proteins and ready-to-eat meals, for **$17.5 million in cash**[118](index=118&type=chunk) - The acquisition is expected to be accretive, increase sales, broaden customer reach, and add a USDA-certified production facility with incremental grill capacity and approximately **200 employees**[119](index=119&type=chunk) [CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS](index=31&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section warns readers about the inherent uncertainties and risks associated with forward-looking information presented in the report - The report contains forward-looking statements subject to substantial risks and uncertainties, which could cause actual results to differ materially from projections[122](index=122&type=chunk) - Key risk factors include liquidity adequacy, reliance on limited customers, pricing pressures, economic conditions, competition, regulatory changes, supply chain disruptions, and integration expenses from acquisitions[123](index=123&type=chunk)[124](index=124&type=chunk) [Results of Operations for the Three Months Ended July 31, 2025 and 2024](index=32&type=section&id=Results%20of%20Operations%20for%20the%20Three%20Months%20Ended%20July%2031,%202025%20and%202024) This section analyzes the company's financial performance for the three-month period, comparing current results to the prior year | Metric (in thousands) | July 31, 2025 | July 31, 2024 | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | | Net sales | $35,203 | $28,382 | 24.0% | | Costs of sales | $26,432 | $21,503 | 23.0% | | Gross Profit | $8,771 | $6,879 | 27.5% | | Operating Expenses | $7,071 | $5,267 | 34.2% | | Net Income | $1,277 | $1,148 | 11.2% | - Net sales increased by **24%** due to volume gains from successful trade and marketing promotions, new product introductions, and new customers[126](index=126&type=chunk) - Gross profit margin improved from **24% to 25%** year-over-year, driven by labor and procurement efficiency and improved fixed overhead absorption, despite higher commodity prices[127](index=127&type=chunk)[128](index=128&type=chunk) - Operating expenses increased by **$1.8 million**, primarily due to higher payroll (**$1.1 million**), advertising (**$305 thousand**), and freight-related expenses (**$206 thousand**)[128](index=128&type=chunk)[130](index=130&type=chunk) [Results of Operations for the Six Months Ended July 31, 2025 and 2024](index=33&type=section&id=Results%20of%20Operations%20for%20the%20Six%20Months%20Ended%20July%2031,%202025%20and%202024) This section analyzes the company's financial performance for the six-month period, comparing current results to the prior year | Metric (in thousands) | July 31, 2025 | July 31, 2024 | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | | Net Sales | $70,458 | $58,220 | 21.0% | | Costs of Sales | $52,503 | $43,878 | 20.0% | | Gross Profit | $17,955 | $14,342 | 25.2% | | Operating Expenses | $14,677 | $11,957 | 22.7% | | Net Income | $2,514 | $1,701 | 47.8% | - Net sales increased by **21%** to **$70.5 million**, driven by new products, successful promotions, and entry into new customer accounts[132](index=132&type=chunk) - Gross profit margin remained consistent at **25%**, with efficiencies offsetting higher commodity costs and promotional activities[133](index=133&type=chunk)[134](index=134&type=chunk) - Operating expenses increased by **$2.7 million**, primarily due to higher payroll (**$1.6 million**), advertising (**$706 thousand**), and commission/royalty expenses (**$582 thousand**), partially offset by a decrease in professional fees due to a prior-year director settlement[135](index=135&type=chunk)[136](index=136&type=chunk) [Liquidity and Capital Resources](index=34&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's ability to generate and manage cash flow, its financial position, and sources of funding Working Capital (in thousands) | Metric | July 31, 2025 | January 31, 2025 | Change | | :---------------- | :------------ | :--------------- | :----- | | Current Assets | $23,438 | $21,877 | $1,561 | | Current Liabilities | $14,836 | $17,025 | $(2,189) | | Working Capital | $8,602 | $4,852 | $3,750 | - Working capital increased by **$3.75 million** to **$8.6 million** as of July 31, 2025, primarily due to increased cash and inventories, and decreased accounts payable and related party promissory notes[138](index=138&type=chunk) - Net cash provided by operating activities significantly increased to **$4.3 million** for the six months ended July 31, 2025, from $1.2 million in the prior year[139](index=139&type=chunk)[140](index=140&type=chunk) - The Company secured a new credit facility with M&T Bank, including a **$20 million non-revolving line of credit**, and completed a **$20 million private placement of common stock** to finance acquisitions and general corporate purposes[147](index=147&type=chunk)[148](index=148&type=chunk)[150](index=150&type=chunk) [Critical Accounting Estimates and Policies](index=36&type=section&id=Critical%20Accounting%20Estimates%20and%20Policies) This section highlights the accounting policies that require significant judgment and estimation by management - There were no significant changes in critical accounting estimates from those discussed in the annual report on Form 10-K for the most recent completed fiscal year[153](index=153&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk.](index=36&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) This section outlines the company's exposure to market risks, specifically interest rate risk and commodity price risk, and the strategies employed to manage these exposures [Interest Rate Risk](index=36&type=section&id=Interest%20Rate%20Risk) This section describes the company's exposure to fluctuations in interest rates on its variable-rate debt - The Company is exposed to interest rate risk on its T&L Note and Credit Agreement, which bear variable rates based on SOFR plus a spread[154](index=154&type=chunk) - A **1% change** in the effective interest rate on the T&L Note would result in an approximate **$23 thousand** pre-tax interest expense fluctuation annually[154](index=154&type=chunk) [Commodity Price Risk](index=36&type=section&id=Commodity%20Price%20Risk) This section discusses the company's vulnerability to changes in the prices of raw materials and its mitigation strategies - The Company faces commodity price volatility for raw materials, which are subject to market supply and demand factors[155](index=155&type=chunk) - To mitigate risk, the Company enters into fixed-price purchase commitments for certain commodities, and a **1.0% increase** in commodity prices would negatively impact costs of sales by approximately **$812 thousand** annually[155](index=155&type=chunk) [Item 4. Controls and Procedures.](index=36&type=section&id=Item%204.%20Controls%20and%20Procedures.) This section details the effectiveness of the company's disclosure controls and procedures and outlines the ongoing remediation efforts for previously identified material weaknesses in internal control over financial reporting [Disclosure Controls and Procedures](index=36&type=section&id=Disclosure%20Controls%20and%20Procedures) This section assesses the effectiveness of the company's controls designed to ensure timely and accurate financial reporting - As of July 31, 2025, management, including the CEO and CFO, concluded that the Company's disclosure controls and procedures were effective at a reasonable assurance level[157](index=157&type=chunk) - Disclosure controls are designed to ensure timely recording, processing, summarizing, and reporting of information required under the Securities Exchange Act of 1934[156](index=156&type=chunk) [Remediation of Material Weakness in Internal Control Over Financial Reporting](index=37&type=section&id=Remediation%20of%20Material%20Weakness%20in%20Internal%20Control%20Over%20Financial%20Reporting) This section describes the company's actions to address identified deficiencies in its internal controls over financial reporting - Material weaknesses were identified in internal control over financial reporting related to inadequate segregation of duties, insufficient support for transaction authorization, and inadequate documentation of review procedures[159](index=159&type=chunk) - Remediation actions are being implemented during the fiscal year ending January 31, 2026, including enhancing organizational structure, improving documentary support for transactions, and evaluating personnel roles[161](index=161&type=chunk)[164](index=164&type=chunk) - Management believes these actions will strengthen internal controls and remediate identified material weaknesses by January 31, 2026, though no guarantee is provided[162](index=162&type=chunk) [Changes in Internal Control over Financial Reporting](index=37&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) This section reports any material changes in the company's internal control over financial reporting during the period - Except for the remediation efforts described, there were no other changes in internal control over financial reporting during the most recently completed fiscal quarter that materially affected or are reasonably likely to materially affect internal control over financial reporting[163](index=163&type=chunk) [PART II – OTHER INFORMATION](index=38&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Item 1. Legal Proceedings.](index=38&type=section&id=Item%201.%20Legal%20Proceedings.) This section states that the company is not currently involved in any litigation that is expected to have a material effect on its financial condition or results of operations - The Company is not currently involved in any litigation that is believed to have a material effect on its financial condition or results of operations[166](index=166&type=chunk) [Item 1A. Risk Factors.](index=38&type=section&id=Item%201A.%20Risk%20Factors.) This section updates the risk factors, specifically addressing the broad discretion in using private placement proceeds, potential market price decline due to the Crown I acquisition, and significant penalties for failing to register resale of certain common stock shares - Management has broad discretion in using the net proceeds from the Private Placement, which may not yield a favorable return[168](index=168&type=chunk) - The market price of common stock may decline if investors react negatively to the Crown I acquisition, if the acquisition's benefits are not met, or if integration is slower than anticipated[169](index=169&type=chunk)[174](index=174&type=chunk) - The Company faces significant penalties if required registration statements for the resale of common stock from the Private Placement are not timely effective or maintained[169](index=169&type=chunk)[170](index=170&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.](index=38&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) This section notes that the terms of the Company's T&L Note with M&T Bank restrict the issuance of cash dividends - The Company's T&L Note with M&T Bank restricts the issuance of cash dividends[171](index=171&type=chunk) [Item 3. Defaults Upon Senior Securities.](index=38&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities.) This section states that there are no defaults upon senior securities - There are no defaults upon senior securities[172](index=172&type=chunk) [Item 4. Mine Safety Disclosures.](index=38&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This section indicates that mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable to the Company[173](index=173&type=chunk) [Item 5. Other Information.](index=39&type=section&id=Item%205.%20Other%20Information.) This section details the Rule 10b5-1 trading plan adopted by the CEO for automatic sale of shares to cover tax obligations related to RSU vesting, and confirms no other such arrangements by directors or executive officers - The CEO, Adam Michaels, entered into a Rule 10b5-1 trading arrangement on June 24, 2024, to automatically sell shares to satisfy withholding obligations upon RSU vesting[175](index=175&type=chunk) - The CEO's trading arrangement was supplemented on July 17, 2025, to include up to **120,620 shares** underlying equity compensation awards received after June 24, 2024[175](index=175&type=chunk) - No other directors or executive officers adopted, modified, or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the three months ended July 31, 2025[176](index=176&type=chunk) [Item 6. Exhibits.](index=40&type=section&id=Item%206.%20Exhibits.) This section lists all exhibits filed with the Form 10-Q, including various agreements, corporate documents, certifications, and financial statements in iXBRL format - Key exhibits include the Asset Purchase Agreement for Crown I, Amended and Restated Loan and Security Agreement with M&T Bank, and the Securities Purchase Agreement for the Private Placement[178](index=178&type=chunk) - Certifications from the Principal Executive Officer and Principal Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are filed[178](index=178&type=chunk) - Financial statements and related disclosures are provided in inline eXtensible Business Reporting Language (iXBRL) format[178](index=178&type=chunk) [Signatures](index=42&type=section&id=Signatures) This section contains the official signatures of the Chief Executive Officer and Chief Financial Officer, certifying the report on behalf of Mama's Creations, Inc. - The report is signed by Adam L. Michaels, Chief Executive Officer, and Anthony Gruber, Chief Financial Officer, on September 8, 2025[183](index=183&type=chunk) ```

Core Insights - Mama's Creations, Inc. reported a 24% year-over-year revenue growth for the second quarter of fiscal 2026, reaching $35.2 million compared to $28.4 million in the same quarter of the previous year [2][9] - The company announced the acquisition of Crown 1 Enterprises, which is expected to add approximately $56 million in revenue and enhance operational capabilities [5][6] Financial Performance - Revenue for the second quarter increased to $35.2 million, a 24% increase from $28.4 million in the same quarter of 2024 [2][9] - Gross profit rose by 27.5% to $8.8 million, representing 24.9% of total revenues, compared to $6.9 million or 24.2% in the same quarter of the previous year [10][12] - Operating expenses increased to $7.1 million, up 34.3% from $5.3 million, with operating expenses as a percentage of sales rising to 20.1% from 18.6% [11] - Net income for the quarter was $1.3 million, an 11% increase from $1.1 million, maintaining earnings per share at $0.03 [12] Acquisition Details - The acquisition of Crown 1 was completed for $17.5 million in cash, funded through a $20 million private placement and a $27.4 million long-term credit facility [5][6] - Crown 1 is expected to provide significant operational synergies and cross-selling opportunities, with a goal to improve its gross margin to align with Mama's levels within 12 to 18 months [7][8] Operational Highlights - The company experienced broad-based momentum across its protein offerings, with revenue growth outpacing the category by nearly 10 times [4] - New customer door expansion and targeted pricing actions contributed to maintaining gross margin targets [9] - Cash and cash equivalents increased to $9.4 million as of July 31, 2025, up from $7.2 million as of January 31, 2025, driven by improved profitability [13]

Company Overview - Mama's Creations, Inc. is a leading national marketer and manufacturer of fresh deli prepared foods, found in over 12,000 grocery, mass, club, and convenience stores across the United States [3] - The company aims to become a one-stop-shop deli solutions platform, leveraging vertical integration and a diverse family of brands to meet the changing demands of modern consumers [3] Recent Developments - Management has been invited to attend the Lake Street Best Ideas Growth Conference (BIG9) on September 11, 2025, in New York City, where Chairman & CEO Adam Michaels will host one-on-one meetings with institutional investors [1][2] - The acquisition of Crown I is expected to enhance Mama's production capacity, customer reach, and operational capabilities, creating operational synergies that improve labor, purchasing, and distribution [2] Strategic Vision - The company is focused on delivering more delicious products for consumers, strengthening partnerships with retailers, and providing long-term value for shareholders [2] - The strategic acquisition is aimed at adding a profitable, strategically located facility and a premium retail customer base, which will open new growth channels [2]

[Agreement Introduction](index=5&type=section&id=Preamble) This Asset Purchase Agreement, effective September 2, 2025, formalizes the transaction between Jubilee Acquisition, Inc., Crown I Enterprises Inc., and Sysco Holdings, LLC - This Asset Purchase Agreement, effective September 2, 2025, is between Jubilee Acquisition, Inc. (Buyer), Crown I Enterprises Inc. (Company), and Sysco Holdings, LLC (Guarantor)[10](index=10&type=chunk) - The Company is engaged in the business of manufacturing and selling ready-to-eat, protein-focused meals in New Hampshire, Vermont, Massachusetts, Rhode Island, Connecticut, New York, New Jersey, Pennsylvania, Maryland, North & South Carolina, Indiana, Florida, Ohio and Tennessee[12](index=12&type=chunk) - The transaction involves the Company selling, conveying, transferring, and assigning its assets to Buyer, and Buyer assuming certain Liabilities of the Company[13](index=13&type=chunk) - Sysco Holdings, LLC acts as a Guarantor solely for the limited purposes of Section 8.12, guaranteeing the Company's obligations[10](index=10&type=chunk) [Purchase of Acquired Assets and Related Terms](index=5&type=section&id=ARTICLE%201%20PURCHASE%20OF%20ACQUIRED%20ASSETS%20AND%20RELATED%20TERMS) This article defines the scope of assets and liabilities transferred and excluded in the sale, and outlines terms for unassignable contracts [Certain Definitions Relating to Transactions](index=5&type=section&id=1.1%20Certain%20Definitions%20Relating%20to%20Transactions) This section defines the specific assets and liabilities that are included in the sale (Acquired Assets, Assumed Liabilities) and those that are excluded (Excluded Assets, Excluded Liabilities), providing clarity on the scope of the transaction [Acquired Assets Defined](index=5&type=section&id=1.1(a)%20Acquired%20Assets%20Defined) This section specifies all assets, properties, rights, and business operations transferred to the Buyer, excluding only Excluded Assets - Acquired Assets include all assets, properties, rights, claims, business operations, franchises, and privileges owned by or held for use by the Company, or exclusively used in the Business, except for Excluded Assets[15](index=15&type=chunk) - Key Acquired Assets include: goodwill, inventory, accounts receivable, Assumed Contracts (including real property leases), furniture, fixtures, equipment, leasehold improvements, Transferred IP, Transferred Software, motor vehicles, customer/supplier lists, telephone numbers, prepaid expenses, and transferable Permits[15](index=15&type=chunk)[16](index=16&type=chunk) [Excluded Assets Defined](index=6&type=section&id=1.1(b)%20Excluded%20Assets%20Defined) This section enumerates specific assets that are not transferred to the Buyer as part of the transaction - Excluded Assets are those not transferred to Buyer, including non-transferred records (e.g., minute books, Tax records), tax-related amounts (except prepaid periodic taxes), certain contracts (Excluded Contracts), Company Plans, insurance policies, securities, bank accounts, cash, rights under the agreement, credit cards, employee-owed amounts, specific assets listed in Exhibit 1.1(b)(12), non-trade/intercompany receivables, and Excluded IP Assets (e.g., Buckhead Meat, Newport Meat, J. Kings brands)[17](index=17&type=chunk)[18](index=18&type=chunk) [Assumed Liability Defined](index=8&type=section&id=1.1(c)%20Assumed%20Liability%20Defined) This section details the specific liabilities that the Buyer agrees to assume post-closing - Assumed Liabilities include: (1) Liabilities arising under or relating to Assumed Contracts to be performed or paid after Closing, (2) trade payables and Liabilities included in the calculation of Final Net Working Capital, and (3) Liabilities and obligations assumed by Buyer pursuant to Section 5.4 and other Liabilities arising from Buyer's post-closing operation of the Business or ownership of Acquired Assets[20](index=20&type=chunk) [Excluded Liability Defined](index=8&type=section&id=1.1(d)%20Excluded%20Liability%20Defined) This section clarifies all liabilities of the Company that are not assumed by the Buyer - Excluded Liabilities are all Liabilities of the Company that are not Assumed Liabilities, including those related to any Excluded Asset, Company Taxes, and Transaction Expenses[21](index=21&type=chunk) [Sale and Purchase of Acquired Assets](index=8&type=section&id=1.2%20Sale%20and%20Purchase%20of%20Acquired%20Assets) This section formally states that the Company sells and Buyer purchases all right, title, and interest in the Acquired Assets, subject to the agreement's terms - The Company sells, conveys, transfers, and assigns to Buyer, and Buyer purchases from the Company, all of the Company's right, title, and interest in and to each Acquired Asset[22](index=22&type=chunk) [Excluded Assets](index=8&type=section&id=1.3%20Excluded%20Assets) This section clarifies that no Excluded Assets will be transferred to the Buyer as part of the sale - No Excluded Asset will be sold, conveyed, transferred, or assigned to Buyer[23](index=23&type=chunk) [Assumed Liabilities](index=8&type=section&id=1.4%20Assumed%20Liabilities) This section confirms Buyer's commitment to assume and satisfy all Assumed Liabilities as defined in the agreement - Buyer assumes and agrees to pay, perform, and satisfy when due all of the Assumed Liabilities[23](index=23&type=chunk) [Excluded Liabilities](index=8&type=section&id=1.5%20Excluded%20Liabilities) This section explicitly states that Buyer will not assume any Excluded Liabilities, which remain the responsibility of the Company or its Affiliates - Buyer will not assume or be liable for any Excluded Liability; the Company (or its Affiliates) remains liable for and will satisfy all Excluded Liabilities[24](index=24&type=chunk) [Unassignable Contracts](index=8&type=section&id=1.6%20Unassignable%20Contracts) This section addresses Assumed Contracts that require third-party consent for transfer, stipulating that Buyer assumes related liabilities, and the Company will assist in obtaining consents and negotiating alternative arrangements if transfer is not completed - If an Assumed Contract cannot be transferred without third-party consent not obtained by Closing, Buyer assumes the Liabilities under such contract (to the extent they are Assumed Liabilities)[25](index=25&type=chunk) - The Company will use commercially reasonable efforts for **6 months post-closing** to assist Buyer in obtaining necessary approvals for unassignable contracts[25](index=25&type=chunk) - If approvals are not obtained, the Company and Buyer will negotiate in good faith to establish replacement arrangements[25](index=25&type=chunk) [Purchase Price and Adjustment](index=9&type=section&id=ARTICLE%202%20PURCHASE%20PRICE%20AND%20ADJUSTMENT) This article details the initial purchase price, its adjustment based on Net Working Capital, and the payment and allocation processes [Purchase Price](index=9&type=section&id=2.1%20Purchase%20Price) This section sets the initial purchase price for the acquired assets and assumed liabilities, subject to subsequent adjustments Initial Purchase Price | Item | Amount | | :--- | :--- | | Initial Purchase Price | $17,500,000 | [Calculation of Estimated Purchase Price for Closing](index=9&type=section&id=2.2%20Calculation%20of%20Estimated%20Purchase%20Price%20for%20Closing) This section describes how the estimated purchase price is calculated for closing, based on the initial purchase price and an adjustment for estimated Net Working Capital - The Estimated Purchase Price for closing is the Initial Purchase Price, adjusted by the difference between estimated Net Working Capital and Target Net Working Capital[28](index=28&type=chunk) Target Net Working Capital | Item | Amount | | :--- | :--- | | Target Net Working Capital | $3,150,000 | [Payment of Estimated Purchase Price at Closing and Related Payments](index=9&type=section&id=2.3%20Payment%20of%20Estimated%20Purchase%20Price%20at%20Closing%20and%20Related%20Payments) This section specifies that the Estimated Purchase Price will be paid by Buyer to the Company via wire transfer at closing - Buyer will pay the Estimated Purchase Price to the Company at Closing via wire transfer of immediately available funds to a designated account[28](index=28&type=chunk) [Purchase Price Adjustment](index=9&type=section&id=2.4%20Purchase%20Price%20Adjustment) This section details the post-closing process for adjusting the purchase price based on the final determination of Net Working Capital, including procedures for buyer's statement, company's response, dispute resolution, and reconciliation payments [Buyer's Preparation of the Statement](index=9&type=section&id=2.4(a)%20Buyer's%20Preparation%20of%20the%20Statement) This section outlines Buyer's responsibility to prepare and deliver a statement detailing Net Working Capital post-closing - Within **90 days** after the Closing Date, Buyer will prepare and deliver a statement (the "Statement") detailing its good faith determination of Net Working Capital, calculated according to Accounting Principles[29](index=29&type=chunk) - The Company will provide Buyer and its representatives reasonable access to personnel, properties, books, and records for this purpose[29](index=29&type=chunk) [The Company's Response to the Statement](index=10&type=section&id=2.4(b)%20The%20Company's%20Response%20to%20the%20Statement) This section details the Company's review period, dispute notice process, and resolution mechanisms for Net Working Capital adjustments - The Company has **60 days** (Review Period) to deliver a written Dispute Notice if it objects to any items in the Statement; otherwise, the Statement is deemed accepted[30](index=30&type=chunk) - If a Dispute Notice is delivered, the Company and Buyer will attempt to resolve Disputed Items within **30 days**. Unresolved items will be referred to an Independent Accountant (PricewaterhouseCoopers LLP or KPMG LLP, or a jointly selected firm)[30](index=30&type=chunk) - The Independent Accountant's determination will be final and binding, limited to the Disputed Items within the range proposed by the parties, and based solely on submitted reports and agreement terms[30](index=30&type=chunk) - Costs of the Independent Accountant are allocated between the Company and Buyer in inverse proportion to the amounts of Disputed Items decided in their respective favors[30](index=30&type=chunk) [Adjustment to Purchase Price Based on Final Net Working Capital](index=10&type=section&id=2.4(c)%20Adjustment%20to%20Purchase%20Price%20Based%20on%20Final%20Net%20Working%20Capital) This section explains how the final Net Working Capital determination will adjust the initial Purchase Price - The Purchase Price will be adjusted from the Initial Purchase Price: increased if Final Net Working Capital exceeds Target Net Working Capital, or decreased if it is less than Target Net Working Capital[31](index=31&type=chunk) [Reconciliation Payment](index=11&type=section&id=2.4(d)%20Reconciliation%20Payment) This section specifies the timing and direction of the reconciliation payment based on the final purchase price adjustment - Within **5 Business Days** after Final Net Working Capital is determined, a reconciliation payment will be made: Buyer pays the Company if the Estimated Purchase Price was less than the adjusted Purchase Price, or the Company pays Buyer if it was more[32](index=32&type=chunk) [Allocation of Purchase Price](index=11&type=section&id=2.5%20Allocation%20of%20Purchase%20Price) This section outlines the process for allocating the final purchase price among the acquired assets, assumed liabilities, and restrictive covenant agreement for tax purposes, with a dispute resolution mechanism involving an Independent Accountant - Within **90 days** after the final Purchase Price determination, the Company will provide Buyer with a proposed allocation of the Purchase Price among Acquired Assets, Assumed Liabilities, and the Restrictive Covenant Agreement, consistent with Section 1060 of the Code and specified exhibits[33](index=33&type=chunk) - If Buyer objects within **30 days**, the parties negotiate; unresolved disputes are referred to the Independent Accountant, whose determination is final and binding[33](index=33&type=chunk) - The parties agree to report and file tax returns consistent with the final Allocation Schedule[33](index=33&type=chunk) [Withholding](index=11&type=section&id=2.6%20Withholding) This section grants Buyer the right to deduct and withhold taxes from payments as required by law, with a provision for prior notice to the Company in most cases - Buyer is entitled to deduct and withhold amounts from payments as required by tax laws[34](index=34&type=chunk) - Buyer will use commercially reasonable efforts to provide the Company with at least **5 days' written notice** of intent to withhold (except for compensatory payments or failure to provide IRS Form W-9) and cooperate to mitigate withholding[34](index=34&type=chunk) [Representations and Warranties of the Company](index=12&type=section&id=ARTICLE%203%20REPRESENTATIONS%20AND%20WARRANTIES%20OF%20THE%20COMPANY) This article details the Company's assurances regarding its legal status, financial condition, assets, liabilities, and operational compliance [Organization and Good Standing](index=12&type=section&id=3.1%20Organization%20and%20Good%20Standing) The Company represents its legal status as a duly incorporated, validly existing New York corporation in good standing, with the necessary authority to conduct its business and own its assets - The Company is a duly incorporated, validly existing, and in good standing corporation under New York law, with requisite power and authority to own and lease its properties and conduct the Business[37](index=37&type=chunk) - The Company is qualified and in good standing to do business in all required jurisdictions, where failure to do so would not result in a Material Adverse Effect[37](index=37&type=chunk) [Capitalization](index=12&type=section&id=3.2%20Capitalization) The Company warrants that it is a wholly-owned, indirect subsidiary of the Guarantor - The Company is a wholly-owned, indirect subsidiary of Guarantor[37](index=37&type=chunk) [Authority and Authorization; Conflicts; Consents](index=12&type=section&id=3.3%20Authority%20and%20Authorization%3B%20Conflicts%3B%20Consents) The Company represents that the execution and performance of the agreement and related documents are duly authorized, legally binding, and do not conflict with its organizational documents, laws, or material contracts, subject to disclosed consents - The execution, delivery, and performance of this Agreement and Ancillary Documents by the Company and its Affiliates have been duly authorized and are legal, valid, and binding obligations[38](index=38&type=chunk) - The transactions do not breach organizational documents, violate Applicable Law or Order, or materially conflict with or default under any Assumed Contract, except as disclosed[39](index=39&type=chunk) [Financial Statements; Internal Controls; Undisclosed Liabilities; Accounts Receivable; Trade Payables](index=12&type=section&id=3.4%20Financial%20Statements%3B%20Internal%20Controls%3B%20Undisclosed%20Liabilities%3B%20Accounts%20Receivable%3B%20Trade%20Payables) The Company provides representations regarding the accuracy and fair presentation of its financial statements, the effectiveness of its internal controls, the absence of undisclosed material liabilities, and the validity and collectibility of its accounts receivable and trade payables - Financial Statements provided include unaudited balance sheets as of June 29, 2024, and June 28, 2025 (Balance Sheet Date), and unaudited income statements for fiscal years ended those dates, plus an interim income statement for July 26, 2025[40](index=40&type=chunk) - Financial Statements fairly present the Business's assets, liabilities, and financial condition, consistent with Company books and records, with noted exceptions (e.g., not stand-alone, unaudited, no notes, subject to year-end adjustments)[41](index=41&type=chunk) - The Company maintains internal controls designed to ensure proper transaction execution, financial statement preparation, and asset accountability[42](index=42&type=chunk) - No material Liabilities exist except those reflected in Financial Statements, arising in the Ordinary Course of Business since the Balance Sheet Date, or related to the transaction[43](index=43&type=chunk) - All accounts receivable are valid obligations from sales/services in the Ordinary Course of Business, current, and collectible, net of reserves[44](index=44&type=chunk) - All assumed trade payables are valid obligations from purchases in the Ordinary Course of Business[45](index=45&type=chunk) [Taxes](index=13&type=section&id=3.5%20Taxes) The Company represents that it has timely filed all required tax returns, paid all material taxes, and is not subject to any material tax deficiencies, proceedings, or liens related to the Acquired Assets or the Business - The Company has timely filed all required Tax Returns related to the Acquired Assets and the Business, which were true, correct, and complete in all material respects, and has paid all material Taxes due[46](index=46&type=chunk) - No material tax deficiencies or proposed adjustments are outstanding, and no tax proceedings are pending or threatened against the Acquired Assets or the Business[47](index=47&type=chunk) - No Encumbrances for Taxes (other than Permitted Encumbrances) exist on Acquired Assets or the Business[48](index=48&type=chunk) - All material withholding, deduction, and collection obligations for Taxes have been met[49](index=49&type=chunk) - The Company has collected and remitted all material sales, use, value-added, and similar Taxes or obtained appropriate exemption certificates[50](index=50&type=chunk) [Litigation and Orders](index=14&type=section&id=3.6%20Litigation%20and%20Orders) The Company represents that there is no pending or threatened material litigation or orders that would adversely affect the Business, and the Company is not in default of any order - No Proceeding is pending or threatened against the Company that is reasonably expected to directly and materially adversely affect the Business, and the Company is not subject to any Order or in default thereof[55](index=55&type=chunk) [Compliance with Law](index=15&type=section&id=3.7%20Compliance%20with%20Law) The Company warrants its material compliance with all applicable laws and possession of necessary permits for its business operations over the past three years - The Company has operated in material compliance with all Applicable Laws for the past **3 years**[57](index=57&type=chunk) - No written notice of non-compliance with Applicable Law has been received from any Governmental Authority during the past **3 years**[57](index=57&type=chunk) - The Company possesses and materially complies with all Permits necessary to operate the Business[57](index=57&type=chunk) [Contracts](index=15&type=section&id=3.8%20Contracts) The Company represents that it has disclosed all Material Contracts, which are legal, valid, and binding, and that the Company is not in material breach or default of any Assumed Contract - Material Contracts include: employment contracts over **$100,000** or with change-of-control/severance entitlements, contracts restricting business activity/competition, contracts with most favored nation/exclusivity/right of first refusal clauses, operating leases over **$25,000/year**, IP licenses over **$25,000/year**, management/consulting contracts, contracts requiring payments over **$25,000/year**, mortgage/security agreements, contracts granting Encumbrances, Real Property Leases, partnership/joint venture agreements, distributor/broker contracts, sales contracts over **6 months**, contracts with Governmental Authorities, and contracts with Major Suppliers/Customers[58](index=58&type=chunk)[59](index=59&type=chunk) - Each Assumed Contract is legal, valid, binding, and enforceable. The Company is not in material breach or default, and no event has occurred that would cause a material breach or termination[60](index=60&type=chunk) [Certain Assets; Sufficiency](index=17&type=section&id=3.9%20Certain%20Assets%3B%20Sufficiency) The Company warrants that it has good title or valid interests in all Acquired Assets, which are free from material defects and Encumbrances, and are sufficient for the continued conduct of the Business post-closing - The Company has good and valid title to, or a valid leasehold interest in or license for, each Acquired Asset, free and clear of Encumbrances (other than Permitted Encumbrances), except for assets disposed of in the Ordinary Course of Business or as disclosed[61](index=61&type=chunk) - Tangible personal property assets are free from material defects, maintained per normal practice, in good operating condition, and sufficient for the Business's continued conduct post-closing[61](index=61&type=chunk) [Real Property](index=17&type=section&id=3.10%20Real%20Property) The Company represents that it leases all real property used in the Business, holds valid leasehold interests, and is current on all payments, with no pending condemnation proceedings or material damage - The Company leases all real property used in the Business (Leased Real Property) and does not own any real property[62](index=62&type=chunk)[63](index=63&type=chunk) - The Company has a valid leasehold interest under each Real Property Lease, is current on all payments, and no party has repudiated any provision[64](index=64&type=chunk) - No pending or threatened condemnation proceedings affect any Leased Real Property, and no material damage by fire or other casualty has occurred in the past **3 years** that has not been repaired[63](index=63&type=chunk) [Environmental Matters](index=17&type=section&id=3.11%20Environmental%20Matters) The Company represents its material compliance with Environmental Laws, possession of necessary permits, absence of material environmental claims, and no presence or release of hazardous substances that would create material liability - The Company has obtained all material Permits required under Environmental Law and has been in material compliance with all Environmental Laws and Permit terms for the past **3 years**[67](index=67&type=chunk) - No Environmental Claim is pending or threatened against the Company, and no incident exists that could form the basis of such a claim[68](index=68&type=chunk) - No Hazardous Substance is present on Leased Real Property in a quantity to create material liability, nor has any been released or disposed of to create material liability in the last **5 years**[69](index=69&type=chunk) [Intellectual Property](index=18&type=section&id=3.12%20Intellectual%20Property) The Company warrants its ownership or right to use Transferred IP, confirms no material IP disputes, and states it takes reasonable precautions to protect confidential business information - The Disclosure Schedule lists all registered IP, applications, material unregistered trademarks, material proprietary formulas/recipes, and material proprietary software owned by the Company[72](index=72&type=chunk) - The Company owns (free of Encumbrances, except Permitted Encumbrances) or has the right to use Transferred IP without royalty/license fees[73](index=73&type=chunk) - No Transferred IP is involved in interference or reexamination proceedings, and no claims of infringement by the Company or its products have been received or are threatened in the past **3 years**[75](index=75&type=chunk) - The Company takes reasonable precautions to protect the secrecy, confidentiality, and value of its confidential business information and trade secrets[77](index=77&type=chunk) [Insurance](index=19&type=section&id=3.13%20Insurance) The Company represents that all material insurance policies covering the Company or the Business are in full force and effect, legally binding, and provide customary and reasonable coverage - All material insurance policies (Insurance Policies) covering the Company or the Business are legal, valid, binding, enforceable, and in full force and effect[79](index=79&type=chunk) - No written notice of termination, cancellation, or reduction of any Insurance Policy has been received, and coverage scope and amount are customary and reasonable for the Business[79](index=79&type=chunk) [Absence of Certain Events](index=19&type=section&id=3.14%20Absence%20of%20Certain%20Events) The Company warrants that since the Balance Sheet Date, there has been no Material Adverse Effect on the Business, and operations have been conducted in the Ordinary Course of Business, with no significant changes outside of normal operations - Since the Balance Sheet Date, there has been no Material Adverse Effect on the Company or the Business, and the Company has operated in its Ordinary Course of Business[80](index=80&type=chunk) - Specific events not occurring since Balance Sheet Date (unless disclosed): issuance/encumbrance of equity, dividends (except cash to sole stockholder), asset sales over **$37,500** individually or **$75,000** aggregate (except inventory in ordinary course), failure to maintain Leased Real Property, new improvements, capital expenditures/asset purchases over **$37,500** individually or **$75,000** aggregate (except inventory), real/personal property leases, business acquisitions, liquidation plans, entry/amendment/termination of Material Contracts, waiver of material rights, material tax return amendments/elections/waivers, accounting method changes, employee compensation/benefit increases (except ordinary course), collective bargaining agreements, acceleration of vesting, organizational document amendments, failure to make capital expenditures, new Encumbrances (except Permitted Encumbrances or Material Contract), payment/settlement of material liabilities (except ordinary course), acceleration of receivables, delay of payables/purchases/capital expenditures, or agreements to do any of the foregoing[80](index=80&type=chunk)[81](index=81&type=chunk)[82](index=82&type=chunk) [Employee Benefits](index=21&type=section&id=3.15%20Employee%20Benefits) The Company represents that its employee benefit plans (Company Plans) are materially compliant with applicable laws, it has no material liabilities related to defined benefit or multiemployer plans, and the transaction will not trigger significant employee payments or benefit accelerations - Each Company Plan has been established, maintained, and administered in material compliance with its terms and with ERISA, the Code, and Applicable Law[83](index=83&type=chunk) - No Company Plan is a defined benefit pension plan or multiemployer pension plan subject to Title IV of ERISA, and neither the Company nor any ERISA Affiliate has unsatisfied liability with respect to such plans or multiple employer welfare arrangements[84](index=84&type=chunk) - All material contributions to Company Plans have been made or properly accrued[87](index=87&type=chunk) - The execution and performance of the transaction will not, alone or with other events, entitle any Company Employee to significant compensation/benefits, accelerate vesting/funding, require contributions, or increase compensation/benefits, or result in 'excess parachute payments'[88](index=88&type=chunk) [Employees and Labor Relations](index=22&type=section&id=3.16%20Employees%20and%20Labor%20Relations) The Company represents its compliance with labor laws, absence of collective bargaining agreements or labor disputes, and proper classification of employees and contractors, with no intent to terminate employees (except for transaction-related hires) - The Company has no present intention to terminate employees (other than for the transaction), no collective bargaining agreements, no labor organization demands, no union organizing efforts, and no labor strikes/disputes since **January 1, 2020**[92](index=92&type=chunk) - The Company is, and for the past **3 years** has been, in compliance with all Labor Laws (employment practices, wages, hours, equal opportunity, etc.)[92](index=92&type=chunk) - All employees and independent contractors are properly classified, and no person providing services has communicated intent to terminate employment/engagement[93](index=93&type=chunk) - The Company has validly completed Form I-9s for all required employees, and each Company Employee is legally authorized to work in the United States[96](index=96&type=chunk) [Certain Business Relationships](index=23&type=section&id=3.17%20Certain%20Business%20Relationships) The Company represents that, except as disclosed, no Affiliates, stockholders (other than Sysco Corporation), directors, officers, or their family members have contracts with the Company (other than as customers) or own/license material assets used in the Business - Except as disclosed, no Affiliates, stockholders (other than Sysco Corporation), directors, officers, or their immediate family members are party to contracts with the Company (other than as customers) or own/license material assets used in the Business[97](index=97&type=chunk) [Brokers](index=23&type=section&id=3.18%20Brokers) The Company warrants that it has no obligations or liabilities to any broker, finder, or similar intermediary in connection with the transaction - The Company has no obligation or other Liability to any broker, finder, or similar intermediary in connection with the transactions contemplated herein[98](index=98&type=chunk) [Inventory](index=23&type=section&id=3.19%20Inventory) The Company represents that its inventory included in the Acquired Assets is of usable and salable quality and quantity, reasonable for current circumstances, and not on consignment - All inventory (raw materials, supplies, work-in-process, finished goods) is of usable and salable quality and quantity in the Ordinary Course of Business (except written-off/down inventory)[99](index=99&type=chunk) - Inventory quantities are reasonable, and no inventory is on consignment[99](index=99&type=chunk) [Food Regulatory Compliance](index=23&type=section&id=3.20%20Food%20Regulatory%20Compliance) The Company warrants its material compliance with all Food Laws, absence of pending enforcement actions or recalls, and proper labeling and advertising of its products - The Company has operated the Business in material compliance with all Food Laws for the past **3 years**[100](index=100&type=chunk) - No pending enforcement actions or threatened investigations by FDA, USDA, or other Governmental Authorities concerning Company products, and no written notices of Food Law violations since **January 1, 2024**[101](index=101&type=chunk) - No product recalls or withdrawals in the past **3 years**, and no Governmental Authority is threatening such actions[102](index=102&type=chunk) - All promotional and advertising materials, including product labels and packaging, comply in all material respects with Food Laws and are substantiated with reliable evidence[104](index=104&type=chunk) [Suppliers and Customers](index=24&type=section&id=3.21%20Suppliers%20and%20Customers) The Company represents that it has disclosed its 10 largest suppliers and customers, and has not received notice of any material termination or reduction in business relationships from them - The Disclosure Schedule lists the **10 largest suppliers** (Major Suppliers) and **10 largest customers** (Major Customers) by dollar volume for the **12 fiscal months** ended on the Balance Sheet Date[106](index=106&type=chunk) - The Company has not received notice that any Major Supplier or Major Customer intends to terminate or materially reduce its business relationship[106](index=106&type=chunk) [Anti-Corruption](index=24&type=section&id=3.22%20Anti-Corruption) The Company warrants that it and its personnel have not violated any Anti-Corruption Laws or Sanctions since January 1, 2024, and are not involved in related investigations or dealings with sanctioned entities/countries - Neither the Company nor its employees, directors, or officers have, since **January 1, 2024**, directly or indirectly violated the Foreign Corrupt Practices Act or any other Anti-Corruption Law, or engaged in unlawful payments[107](index=107&type=chunk) - No internal or external investigations, audits, actions, or proceedings are pending or disclosures made regarding Anti-Corruption Law violations[107](index=107&type=chunk) - Neither the Company nor its employees, directors, or officers are Sanctioned Persons, located in Sanctioned Countries, or have engaged in transactions violating applicable Sanctions since **January 1, 2024**[108](index=108&type=chunk) [Privacy and Data Security](index=25&type=section&id=3.23%20Privacy%20and%20Data%20Security) The Company represents that its handling of Protected Information complies with applicable privacy and security laws, it maintains commercially reasonable policies and systems, and there have been no material data security breaches since January 1, 2024 - The Company's handling of Protected Information complies in all material respects with applicable Information Privacy and Security Laws and Requirements[110](index=110&type=chunk) - The Company has adopted commercially reasonable policies and procedures for privacy, data protection, and security, and has taken commercially reasonable actions to protect Protected Information and Company Systems[111](index=111&type=chunk) - Except as disclosed, there has been no data security breach or unauthorized access/disclosure of Protected Information since **January 1, 2024**, requiring notification to individuals or Governmental Authorities[112](index=112&type=chunk) - Company Systems are fully functional, operate reasonably, and are free from bugs/viruses. The Company has implemented commercially reasonable backup and disaster recovery procedures[114](index=114&type=chunk) [No Other Representations and Warranties](index=25&type=section&id=3.24%20No%20Other%20Representations%20and%20Warranties) The Company explicitly states that it makes no other representations or warranties, express or implied, beyond those contained in Article 3 of the agreement - Neither the Company nor any other Person on its behalf makes any other representation or warranty, expressed or implied, with respect to the Company or its business, assets, liabilities, operations, prospects, or condition, except for those in Article 3 (as modified by the Disclosure Schedule)[115](index=115&type=chunk) [Representations and Warranties of Buyer](index=26&type=section&id=ARTICLE%204%20REPRESENTATIONS%20AND%20WARRANTIES%20OF%20BUYER) This article outlines Buyer's assurances regarding its legal status, authority, and capacity to enter into and complete the transaction [Organization and Good Standing](index=26&type=section&id=4.1%20Organization%20and%20Good%20Standing) Buyer represents its legal status as a duly organized, validly existing Nevada corporation in good standing, with the necessary authority to conduct its business and own its assets - Buyer is a duly organized, validly existing, and in good standing corporation under Nevada law, with requisite power and authority to own and lease its properties and conduct its business[118](index=118&type=chunk) [Authority and Authorization; Conflicts; Consents](index=26&type=section&id=4.2%20Authority%20and%20Authorization%3B%20Conflicts%3B%20Consents) Buyer represents that the execution and performance of the agreement and related documents are duly authorized, legally binding, and do not conflict with its organizational documents, laws, or material contracts, and no material consents are required - The execution, delivery, and performance of this Agreement and Ancillary Documents by Buyer have been duly authorized and are legal, valid, and binding obligations[119](index=119&type=chunk) - The transactions do not breach Buyer's organizational documents, violate Applicable Law or Order, or materially conflict with any contract, and no material consents are required, which would adversely affect Buyer's ability to consummate the transactions[120](index=120&type=chunk)[121](index=121&type=chunk) [Litigation and Orders](index=26&type=section&id=4.3%20Litigation%20and%20Orders) Buyer represents that there is no pending or threatened litigation or orders that would materially and adversely affect its ability to consummate the transaction - No claim or other Proceeding is pending or threatened against Buyer that is reasonably expected to directly adversely affect Buyer's ability to consummate the transactions[122](index=122&type=chunk) - Buyer is not subject to any Order that would materially and adversely affect its ability to consummate the transactions[122](index=122&type=chunk) [Brokers](index=26&type=section&id=4.4%20Brokers) Buyer warrants that it is solely responsible for its broker fees and has no other broker liabilities that would obligate the Company - Buyer is solely responsible for the fees and expenses of Lake Street Capital Markets, LLC, and has no other obligation or liability to any broker, finder, or similar intermediary that would cause the Company to be liable[123](index=123&type=chunk) [No Other Representations and Warranties](index=27&type=section&id=4.5%20No%20Other%20Representations%20and%20Warranties) Buyer explicitly states that it makes no other representations or warranties, express or implied, beyond those contained in Article 4 of the agreement [Certain Covenants](index=27&type=section&id=ARTICLE%205%20CERTAIN%20COVENANTS) This article outlines the ongoing obligations and agreements of both parties post-closing, covering information access, employee matters, and tax responsibilities [Access to Information](index=27&type=section&id=5.1%20Access%20to%20Information) For three years post-closing, each party agrees to provide the other with reasonable access to relevant books, records, and personnel for specific purposes (e.g., legal defense, financial reporting, tax compliance), subject to confidentiality and non-interference - For **3 years** after Closing, each Party will provide reasonable access to information from books and records (financial, Tax, etc.) and personnel, solely related to the Company, Acquired Assets, or Business, for purposes such as defending proceedings, preparing financial statements/tax returns, or responding to governmental inquiries[127](index=127&type=chunk) - Access is subject to reasonable confidentiality, non-burdensome requests, compliance with Applicable Law, and not jeopardizing privilege[127](index=127&type=chunk) [Further Assurances](index=27&type=section&id=5.2%20Further%20Assurances) Each party commits to taking any further necessary actions and executing additional documents post-closing to fully implement the agreement's objectives, including the transfer of motor vehicle titles - Each Party will take further actions and execute documents as reasonably requested by another Party to carry out the Agreement's purpose, including the Company providing certificates of title for motor vehicles to Buyer[128](index=128&type=chunk) [Confidentiality; Publicity](index=27&type=section&id=5.3%20Confidentiality%3B%20Publicity) This section outlines confidentiality obligations post-closing, prohibiting disclosure of specific non-public information for two years, and establishes rules for public announcements, requiring mutual approval with exceptions for legal and financial reporting requirements - The Confidentiality Agreement between Sysco Corporation and Mama's Creations, Inc. terminates automatically upon Closing[129](index=129&type=chunk) - For **2 years** post-closing, the Company will not disclose confidential information of the Business, and Buyer will not disclose confidential information of the Company's Affiliates (other than the Business)[130](index=130&type=chunk) - Public releases or announcements regarding the agreement require prior written approval from each Party, with cooperation on mutually agreed press releases and Buyer's Form 8-K filing[131](index=131&type=chunk) - Permitted disclosures include those required by Applicable Law or national securities exchange rules (with notice and cooperation to seek protective orders), statements consistent with public information, disclosures in financial statements/tax returns, and disclosures to legal/accounting/financial advisers[132](index=132&type=chunk) [Employee Matters](index=29&type=section&id=5.4%20Employee%20Matters) This section details the handling of employee-related liabilities, the hiring process for Company employees by Buyer, and the compensation and benefits to be provided to Transferred Employees post-closing, including provisions for workers' compensation and 401(k) plans - Buyer will not assume any pre-closing Liabilities of the Company related to current or former employees, except for WARN Act Liabilities resulting from non-hire not due to screening failures[134](index=134&type=chunk) - The Company will pay all annual bonuses to Transferred Employees for the fiscal year ended on the Balance Sheet Date. Buyer will pay specified bonuses to employees on Exhibit 5.4(a) if they remain employed through a specified date[134](index=134&type=chunk) - Buyer offered employment to all Company employees (except Excluded Employees) subject to standard hiring and screening. Buyer will reimburse severance if it refuses to hire for reasons other than screening failure[135](index=135&type=chunk) - For **one year** post-closing, Buyer will provide Transferred Employees with no less than their pre-closing base salary/hourly wage and target annual bonus opportunities, and substantially comparable employee benefits (excluding nonqualified deferred compensation, equity, defined benefit pension, and retiree health benefits)[137](index=137&type=chunk) - The Company is responsible for workers' compensation claims incurred by Transferred Employees prior to their employment with Buyer; Buyer is responsible for claims incurred thereafter[138](index=138&type=chunk) - Buyer will recognize Transferred Employees' service with the Company for eligibility, vesting, and benefit level/accrual under Buyer Benefit Plans (with exceptions to avoid duplication)[141](index=141&type=chunk) - Buyer will maintain a 401(k) Plan for Transferred Employees and allow direct rollovers from the Company's 401(k) Plan[142](index=142&type=chunk) [Certain Tax Matters](index=31&type=section&id=5.5%20Certain%20Tax%20Matters) This section allocates responsibility for Transfer Taxes and Periodic Taxes, specifying that Buyer pays Transfer Taxes and the Company pays pre-closing and prorated Straddle Period Periodic Taxes - Buyer will pay all Transfer Taxes in connection with the Agreement[144](index=144&type=chunk) - The Company is responsible for all Periodic Taxes imposed on Acquired Assets and the Business for Pre-Closing Tax Periods and a prorated portion of Straddle Period Taxes[145](index=145&type=chunk) [Collection of Accounts Receivable; Bank Accounts](index=31&type=section&id=5.6%20Collection%20of%20Accounts%20Receivable%3B%20Bank%20Accounts) This section grants Buyer the right to collect accounts receivable included in Acquired Assets and obligates the Company to maintain specific bank accounts for at least three months post-closing - The Company grants Buyer the right and authority to collect all Accounts Receivable and other amounts included in the Acquired Assets for Buyer's own account[146](index=146&type=chunk) - The Company will maintain the operation of the bank accounts listed on Exhibit 5.6(b) for at least **3 months** after the Closing Date[147](index=147&type=chunk) [Name Change](index=31&type=section&id=5.7%20Name%20Change) This section requires the Company to change its name post-closing to remove any restricted names and obligates Buyer to remove Excluded IP Assets from acquired materials, with both parties agreeing not to contest each other's IP ownership - Within **10 days** after the Closing Date, the Company will change its name and all names under which it does business to exclude any Restricted Name (e.g., "Crown I Enterprises")[148](index=148&type=chunk) - Within **30 days** after the Closing Date, Buyer will ensure all Excluded IP Assets are removed from acquired websites, social media, and other public-facing materials[148](index=148&type=chunk) - Neither Buyer nor the Company or their Affiliates will contest the ownership or validity of the other party's respective IP rights (Removed IP for Buyer, Transferred IP for Company)[148](index=148&type=chunk) [Items to Proper Party](index=32&type=section&id=5.8%20Items%20to%20Proper%20Party) This section mandates that after closing, each party will promptly deliver to the other any mail, communications, monies, or instruments of payment that rightfully belong to the other party - After Closing, each Party will promptly deliver to the proper Party any mail, communications, monies, checks, or other instruments of payment received that belong to or are entitled by such other Party[149](index=149&type=chunk) [Insurance and Insurance Proceeds](index=32&type=section&id=5.9%20Insurance%20and%20Insurance%20Proceeds) This section outlines the process for Buyer to claim insurance proceeds from the Company's policies for Assumed Liabilities or pre-closing losses on Acquired Assets, with the Company assisting in recovery and remitting net proceeds to Buyer - If Buyer determines an Assumed Liability or pre-closing Loss on an Acquired Asset is covered by the Company's (or its Affiliate's) Insurance Policy, the Parties will cooperate to confirm coverage and the Company's right to proceeds[150](index=150&type=chunk) - If conditions are met, the Company will use commercially reasonable efforts to obtain such proceeds, and any recovered amount (net of costs and taxes) will be paid to Buyer[151](index=151&type=chunk)[152](index=152&type=chunk) [Maintenance of Existence](index=32&type=section&id=5.10%20Maintenance%20of%20Existence) The Company commits to maintaining its corporate existence in New York for at least 12 months following the Closing Date - The Company will preserve and maintain its corporate existence in the State of New York for a period of at least **12 months** after the Closing Date[153](index=153&type=chunk) [Bulk Sales Laws](index=32&type=section&id=5.11%20Bulk%20Sales%20Laws) Both parties waive compliance with bulk sales or transfer laws, with liabilities arising from such non-compliance (excluding Transfer Taxes) being designated as Excluded Liabilities - Each Party waives compliance with Applicable Law relating to bulk sales or bulk transfer applicable to any Acquired Asset or transaction[153](index=153&type=chunk) - Liabilities (other than Transfer Taxes) arising from such non-compliance will be Excluded Liabilities[153](index=153&type=chunk) [R&W Insurance Policy](index=32&type=section&id=5.12%20R%26W%20Insurance%20Policy) Buyer agrees not to amend, modify, or terminate the R&W Insurance Policy in a manner adverse to the Company without its prior written consent - From and after the Closing, Buyer shall not amend, modify, supplement, or otherwise change, terminate, or waive any provision of the R&W Insurance Policy in a manner adverse to the Company without the prior written consent of the Company[154](index=154&type=chunk) [Aptean Agreement](index=32&type=section&id=5.13%20Aptean%20Agreement) The parties acknowledge that the Aptean MSA and Order Form are Assumed Contracts, with specific obligations detailed in Exhibit 5.13 - The Aptean MSA, including the Order Form dated August 22, 2025, between Open Systems, Inc. and the Company, is an Assumed Contract, with obligations as provided on Exhibit 5.13[155](index=155&type=chunk) [Closing](index=33&type=section&id=ARTICLE%206%20CLOSING) This article specifies the closing date, effective time, and the required deliveries from both the Company and Buyer to finalize the transaction [Closing](index=33&type=section&id=6.1%20Closing) This section specifies that the closing of the transaction will occur remotely on September 2, 2025, with an effective time of 12:01 a.m. Eastern Time - Closing will take place remotely through electronic exchange of documents on **September 2, 2025** (Closing Date)[158](index=158&type=chunk) - The Effective Time of Closing will be **12:01 a.m. Eastern Time** on the Closing Date[158](index=158&type=chunk) [Closing Deliveries by the Company](index=33&type=section&id=6.2%20Closing%20Deliveries%20by%20the%20Company) This section lists the documents and items the Company must deliver to Buyer at or prior to closing, including the Bill of Sale, various agreements, and legal certificates - The Company must deliver: Bill of Sale, Warehousing Agreement, Restrictive Covenant Agreement, good standing certificate from New York, IRS Form W-9, IP Assignment, Aptean Assignment, and other required documents[159](index=159&type=chunk) [Closing Deliveries by Buyer](index=33&type=section&id=6.3%20Closing%20Deliveries%20by%20Buyer) This section lists the documents and payments Buyer must deliver to the Company at or prior to closing, including the Estimated Purchase Price, executed agreements, and evidence of the R&W Insurance Policy - Buyer must deliver: Estimated Purchase Price, executed Bill of Sale, Warehousing Agreement, Restrictive Covenant Agreement, IP Assignment, Aptean Assignment, evidence of the R&W Insurance Policy, and other required documents[160](index=160&type=chunk)[161](index=161&type=chunk) [Indemnification and Resolution of Certain Disputes](index=34&type=section&id=ARTICLE%207%20INDEMNIFICATION%20AND%20RESOLUTION%20OF%20CERTAIN%20DISPUTES) This article defines the indemnification obligations of both parties, including limitations, survival periods, and procedures for handling claims [Indemnification by the Company](index=34&type=section&id=7.1%20Indemnification%20by%20the%20Company) This section outlines the Company's obligation to indemnify Buyer for losses arising from breaches of its representations, warranties, or covenants, as well as for Excluded Assets/Liabilities or specific matters - The Company will indemnify Buyer for Losses arising from: (a) breach of any representation or warranty by the Company or Guarantor, (b) breach of any covenant or agreement by the Company or Guarantor, (c) Excluded Asset or Excluded Liability, or (d) matters set forth on Exhibit 7.1(d)[164](index=164&type=chunk)[166](index=166&type=chunk) [Indemnification by Buyer](index=34&type=section&id=7.2%20Indemnification%20by%20Buyer) This section outlines Buyer's obligation to indemnify the Company for losses arising from breaches of its representations, warranties, or covenants, or for Assumed Liabilities - Buyer will indemnify the Company for Losses arising from: (a) breach of any representation or warranty by Buyer, (b) breach of any covenant or agreement by Buyer, or (c) Assumed Liability[164](index=164&type=chunk) [Certain Limitations and Other Matters Regarding Claims](index=34&type=section&id=7.3%20Certain%20Limitations%20and%20Other%20Matters%20Regarding%20Claims) This section establishes key limitations on indemnification, including a deductible and cap for the Company's obligations, the order of recourse for Buyer (including the R&W Insurance Policy), and the overall liability limit for the Company and Guarantor Company's Indemnification Limitations | Item | Amount | | :--- | :--- | | Deductible | $50,000 | | Cap (for Section 7.1(a)) | $50,000 | | Aggregate Liability Limit (Company/Guarantor) | Purchase Price | - Buyer's recourse for indemnifiable Losses: (i) first from the Company up to the **Cap** (subject to Deductible), (ii) then from the R&W Insurance Policy for additional Losses (sole recourse for general representation/warranty breaches above Cap, absent Fraud), and (iii) then from the Company for Special Representation breaches or Excluded Liabilities exceeding R&W coverage[167](index=167&type=chunk) - The Cap does not apply to Losses from breaches of Special Representations (Sections 3.1, 3.3(a), 3.3(b)(1), 3.5, 3.18) or Fraud[168](index=168&type=chunk) - Indemnification provisions are the sole and exclusive remedies for breaches (except for Section 2.4 adjustments and specific performance for Fraud)[169](index=169&type=chunk) - Parties may seek specific performance for non-performance of agreement terms[170](index=170&type=chunk) - Each Party agrees to take commercially reasonable measures to mitigate the consequences of any breach giving rise to an indemnification obligation[171](index=171&type=chunk) [Certain Survival Periods](index=36&type=section&id=7.4%20Certain%20Survival%20Periods) This section defines the periods for which representations, warranties, covenants, and associated indemnification rights will survive the closing of the transaction - General representations and warranties survive for **12 months** after the Closing Date[173](index=173&type=chunk) - Special Representations (Sections 3.1, 3.3(a), 3.3(b)(1), 3.5, 3.18) survive for **6 years** after the Closing Date[173](index=173&type=chunk) - Covenants and agreements requiring post-closing performance survive until fully performed[175](index=175&type=chunk) - Claims made before the expiration of a representation or warranty will not terminate until final determination and satisfaction[174](index=174&type=chunk) [Notice of Claims and Procedures](index=36&type=section&id=7.5%20Notice%20of%20Claims%20and%20Procedures) This section establishes the procedures for notifying parties of indemnification claims, including requirements for prompt notice, access to information, and rules for defending and settling third-party claims - A Claiming Party must give prompt notice to the Indemnifying Party of any claim for indemnification, specifying the amount and nature, and provide copies of related documents for Third Party Claims[176](index=176&type=chunk) - Parties must cooperate and provide access to relevant books and records regarding Third Party Claims[177](index=177&type=chunk) - The Indemnifying Party has the option to conduct the defense of a Third Party Claim, unless certain conditions are met (e.g., claim exceeds Indemnifying Party's maximum obligations, involves Major Supplier/Customer, seeks injunction, or insurer assumes defense)[179](index=179&type=chunk) - If the Indemnifying Party conducts the defense, the Claiming Party may participate and must consent to settlement (unless it involves only monetary payment by Indemnifying Party and unconditional release of Claiming Party). If the Indemnifying Party does not conduct the defense, the Claiming Party may, with Indemnifying Party's consent for settlement[180](index=180&type=chunk)[181](index=181&type=chunk) [Materiality Qualifiers](index=37&type=section&id=7.6%20Materiality%20Qualifiers) This section specifies that materiality qualifiers in representations and warranties will be disregarded when determining breaches and calculating losses for indemnification purposes, with limited exceptions - For indemnification purposes, all Materiality Qualifiers (e.g., "material," "Material Adverse Effect") in representations and warranties will be ignored when determining if a breach occurred and the amount of Losses, except for Section 3.14(A), the parenthetical in Section 3.4(b)(3), and the term "Material Contract"[182](index=182&type=chunk) [Reduction for Insurance Proceeds](index=38&type=section&id=7.7%20Reduction%20for%20Insurance%20Proceeds) This section stipulates that indemnification payments will be reduced by any insurance proceeds (including from the R&W Insurance Policy) received by the claiming party, who must use commercially reasonable efforts to pursue such recovery - Indemnification payments will be limited to the amount of Loss remaining after deducting any insurance proceeds (including from the R&W Insurance Policy) and other similar payments received by the Claiming Party[183](index=183&type=chunk) - The Claiming Party must use commercially reasonable efforts to pursue and recover under all applicable insurance policies for any Losses[183](index=183&type=chunk) [Effect of Purchase Price Adjustment](index=38&type=section&id=7.8%20Effect%20of%20Purchase%20Price%20Adjustment) This section clarifies that the purchase price adjustment process does not waive or limit indemnification rights, but any loss already reflected in the purchase price adjustment will not be indemnifiable to prevent double recovery - Resolution of purchase price adjustments (Article 2) does not waive or limit indemnification rights[184](index=184&type=chunk) - A Loss will not be indemnifiable to the extent it is already reflected in the final Purchase Price calculation (Section 2.4), and no Claiming Party will recover more than once for the same Loss[184](index=184&type=chunk) [Indemnification Adjusts Purchase Price for Tax Purposes](index=38&type=section&id=7.9%20Indemnification%20Adjusts%20Purchase%20Price%20for%20Tax%20Purposes) This section states that indemnification payments made under the agreement will be treated as adjustments to the purchase price for tax purposes, to the extent permitted by law - Each Party will treat indemnification payments under this Agreement as adjustments to the Purchase Price for Tax purposes to the extent permitted under Applicable Law[185](index=185&type=chunk) [Disclaimer](index=38&type=section&id=7.10%20Disclaimer) This section contains a broad disclaimer, stating that parties rely only on express representations and warranties in the agreement, disclaiming all other implied or express warranties, and confirming that acquired assets are sold "as is" - Each Party agrees that, except for the express representations and warranties in this Agreement (as qualified by the Disclosure Schedule), no other representations, warranties, or inducements are made or relied upon[186](index=186&type=chunk) - The Company makes no express or implied representation or warranty with respect to any Excluded Assets, and the Acquired Assets are assigned "as is," "where is," and with all faults, without any warranty of any kind[186](index=186&type=chunk) [Certain General Terms and Other Agreements](index=39&type=section&id=ARTICLE%208%20CERTAIN%20GENERAL%20TERMS%20AND%20OTHER%20AGREEMENTS) This article covers standard contractual provisions including notices, expenses, interpretation, governing law, dispute resolution, and assignment [Notices](index=39&type=section&id=8.1%20Notices) This section specifies the required format, delivery methods, and addresses for all notices and communications related to the agreement, along with rules for when notices are deemed given - All notices must be in writing and delivered by hand, e-mail, or nationally recognized courier company to the specified addresses for the Company, Guarantor, and Buyer[189](index=189&type=chunk) - Notices are deemed given upon delivery (hand), sending (e-mail without failure), **3 Business Days** after mailing, or **1 Business Day** after overnight delivery service, with a provision for notices received after **5:30 p.m. local time**[190](index=190&type=chunk) [Expenses](index=40&type=section&id=8.2%20Expenses) This section states that, unless otherwise specified, each party will bear its own costs and expenses incurred in connection with the transaction, including Buyer paying for the R&W Insurance Policy - Each Party will bear its own costs and expenses incurred in connection with the transactions, including Buyer paying all premiums, underwriting fees, costs, and Taxes for the R&W Insurance Policy[191](index=191&type=chunk) [Interpretation; Construction](index=40&type=section&id=8.3%20Interpretation%3B%20Construction) This section provides standard rules for interpreting the agreement, including the use of headings, plural/singular terms, references to documents and laws, and clarifies that the agreement was jointly drafted - Headings are for convenience only; terms like "herein" refer to the entire agreement; plural includes singular and vice versa; references to documents/laws include amendments; "including" means "without limitation"; "or" means "and/or"; "any" means "any or all"[192](index=192&type=chunk) - All dollar amounts are in **United States dollars** and payable in cash[192](index=192&type=chunk) - The Parties jointly negotiated and drafted the Agreement, so it will be construed as if drafted jointly, with no presumption favoring or disfavoring any Party[193](index=193&type=chunk) [No Third-Party Beneficiaries](index=41&type=section&id=8.4%20No%20Third-Party%20Beneficiaries) This section states that the agreement is solely for the benefit of the parties and their permitted assigns, with the exception of Buyer's and Company's Other Indemnified Persons, who are express third-party beneficiaries - This Agreement is for the sole benefit of the Parties and their permitted assigns, except for Buyer's Other Indemnified Persons and the Company's Other Indemnified Persons, who are express third-party beneficiaries[194](index=194&type=chunk) [Governing Law](index=41&type=section&id=8.5%20Governing%20Law) This section specifies that the agreement will be construed and enforced under the substantive laws of the State of Delaware, without regard to conflicts of law principles - This Agreement will be construed and enforced in accordance with the substantive laws of the State of Delaware, without reference to principles of conflicts of law[195](index=195&type=chunk) [Jurisdiction, Venue and Waiver of Jury Trial](index=41&type=section&id=8.6%20Jurisdiction%2C%20Venue%20and%20Waiver%20of%20Jury%20Trial) This section establishes exclusive jurisdiction in Delaware courts for any proceedings arising from the agreement, with parties irrevocably submitting to personal jurisdiction, waiving inconvenient forum defenses, and expressly waiving the right to a jury trial - Each Party irrevocably submits to the exclusive jurisdiction of any state or federal court in Delaware for any proceeding arising out of or relating to this Agreement[196](index=196&type=chunk) - Each Party waives any objection to such court exercising personal jurisdiction, the defense of an inconvenient forum, and expressly waives any right to a jury trial[196](index=196&type=chunk) [Entire Agreement; Amendment; Waiver](index=42&type=section&id=8.7%20Entire%20Agreement%3B%20Amendment%3B%20Waiver) This section states that the agreement, including exhibits and ancillary documents, constitutes the entire understanding between the parties, superseding all prior agreements, and requires written execution for any amendments or waivers - This Agreement (including Exhibits and Disclosure Schedule) and Ancillary Documents constitute the entire agreement between the Parties, superseding all prior agreements[198](index=198&type=chunk) - No supplement, modification, or amendment will be binding unless expressed as such and executed in writing by each Party. Waivers must also be in writing[198](index=198&type=chunk) [Assignment; Binding Effect](index=42&type=section&id=8.8%20Assignment%3B%20Binding%20Effect) This section prohibits assignment of the agreement without prior written consent from all parties, with exceptions for collateral assignments to financing sources, or assignments to an acquirer of substantially all business/assets, or to an Affiliate - Neither this Agreement nor any right or obligation hereunder will be assigned without the prior written consent of each other Party[199](index=199&type=chunk) - Exceptions for assignment: (a) as collateral to any source of financing, or (b) to a Person acquiring substantially all of its business and assets, or (c) to any Affiliate of such Party[199](index=199&type=chunk) [Severability](index=42&type=section&id=8.9%20Severability) This section ensures that if any term of the agreement is found invalid or unenforceable, the remaining terms will remain in full force, and the invalid term will be amended to reflect the parties' original intent as closely as legally permissible - If any term is determined to be invalid, illegal, or unenforceable, all other terms will remain in full force and effect, and the invalid term will be amended to be valid, legal, and enforceable to the maximum extent permitted by Applicable Law, as close to the Parties' original intent as possible[200](index=200&type=chunk) [Counterparts](index=42&type=section&id=8.10%20Counterparts) This section allows the agreement to be executed in multiple counterparts, each cons

Core Viewpoint - Mama's Creations, Inc. has acquired Crown I Enterprises Inc. for $17.5 million in cash, significantly expanding its customer base and production capabilities, with Crown contributing approximately $56 million in profitable annual revenue [1][2][6]. Acquisition Details - The acquisition is fully financed through a private placement with institutional investors and a long-term credit facility with M&T Bank [1][6]. - The deal is valued at an attractive 0.3x FY25 revenue multiple, indicating a favorable acquisition cost relative to revenue [1][11]. Financial Impact - The acquisition is expected to increase Mama's Creations' sales base by nearly 40%, enhancing its reach into premium retail partners not currently served [2][5]. - The company anticipates revenue growth of at least 20% in the second quarter of fiscal 2026, projecting revenue of at least $34 million compared to $28.4 million in the same quarter of the previous year [12]. Strategic Capabilities - The acquisition includes a 42,000-square-foot USDA-certified production facility, which will enhance production capacity and operational efficiencies [3][4]. - Mama's Creations plans to leverage cross-selling opportunities between its existing product lines and Crown's customer base to drive incremental sales [5][10]. Management Commentary - The CEO of Mama's Creations expressed confidence in the acquisition, highlighting the alignment of operational capabilities and quality standards between the two companies [10][11]. - The management believes that operational efficiencies and joint protein purchasing will improve Crown's gross margins over time, aligning them closer to Mama's current levels [11]. Future Outlook - The acquisition is part of Mama's strategy to become a leading deli solutions provider, aiming for $1 billion in annual revenue by 2030 [5][11]. - The company is positioned as a consolidator in the industry, having previously acquired Creative Salads & Olive Branch and Chef Inspirational Foods [11].

Core Insights - Mama's Creations, Inc. is set to release its financial results for the fiscal second quarter ended July 31, 2025, on September 8, 2025, after market close [1] - The company aims to grow its market share significantly, targeting a $1 billion deli prepared foods platform by 2030 [4] Financial Results Announcement - Financial results for Q2 FY2026 will be discussed in an investor conference call scheduled for September 8, 2025, at 4:30 p.m. Eastern time [2] - Participants can join the call using specific dial-in numbers and a conference ID [2] Business Strategy and Market Position - The company is focused on profitable growth through new products, distribution channels, and macroeconomic trends, particularly in the prepared protein segment [3] - Mama's Creations has established a robust platform and team to enhance its market share and capitalize on strategic distribution wins [4] Company Overview - Mama's Creations, Inc. is a prominent marketer and manufacturer of fresh deli prepared foods, available in over 10,000 retail locations across the U.S. [5] - The company aims to be a one-stop-shop for deli solutions, leveraging vertical integration and a diverse brand portfolio to meet modern consumer demands [5]

Core Insights - Mama's Creations, Inc. is set to release its financial results for the fiscal second quarter ended July 31, 2025, on September 8, 2025, after market close [1] - The company aims to grow its market share significantly, targeting a $1 billion deli prepared foods platform by 2030 [4] Financial Results Announcement - Financial results for Q2 FY2026 will be discussed in an investor conference call scheduled for September 8, 2025, at 4:30 p.m. Eastern time [2] - Participants can join the call using specific dial-in numbers and a conference ID [2] Business Strategy and Market Position - The company is focused on profitable growth through new products, distribution channels, and macroeconomic trends, particularly in the prepared protein segment [3] - Mama's Creations has a robust platform and team in place to capitalize on strategic distribution wins [4] Company Overview - Mama's Creations, Inc. is a leading marketer and manufacturer of fresh deli prepared foods, available in over 10,000 retail locations across the U.S. [5] - The company aims to be a one-stop-shop for deli solutions, leveraging vertical integration and a diverse brand portfolio to meet modern consumer demands [5]

Core Viewpoint - The article emphasizes the importance of identifying and maintaining stock price trends for successful short-term investing, highlighting the use of a specific screening strategy to find stocks with strong fundamentals and positive price momentum [1][2][3]. Group 1: Stock Screening and Selection - The "Recent Price Strength" screen is a unique short-term trading strategy that helps identify stocks with sufficient fundamental strength to sustain their recent upward trends [3]. - Mama's Creations, Inc. (MAMA) is highlighted as a suitable candidate, having experienced a price increase of 45.4% over the past 12 weeks, indicating strong investor interest [4]. - MAMA has also shown a 16% price increase over the last four weeks, confirming that the upward trend is still intact [5]. Group 2: Fundamental Strength Indicators - MAMA is currently trading at 83.3% of its 52-week high-low range, suggesting it may be on the verge of a breakout [5]. - The stock carries a Zacks Rank 1 (Strong Buy), placing it in the top 5% of over 4,000 ranked stocks based on earnings estimate revisions and EPS surprises, which are critical for near-term price movements [6]. - The Average Broker Recommendation for MAMA is also 1 (Strong Buy), indicating high optimism from the brokerage community regarding its near-term price performance [7]. Group 3: Broader Investment Strategy - In addition to MAMA, there are several other stocks that meet the criteria of the "Recent Price Strength" screen, suggesting a range of potential investment opportunities [8]. - The article encourages investors to explore over 45 Zacks Premium Screens tailored to different investing styles, which can help identify winning stock picks [8].

Company Overview - Mama's Creations, Inc. (NASDAQ: MAMA) manufactures and sells deli-prepared foods across the United States, serving leading grocery chains and other customers [1] Investment Focus - The company is positioned within the small-cap sector, appealing to investors focused on identifying mispriced securities by analyzing the drivers behind financial performance [1] Product Lines - Mama's Creations owns several brands including Creative Salads, MamaMancini's, and Olive Dishes, which contribute to its diverse product offerings in the deli-prepared foods market [1]