Form 8-K

8-K — Mama's Creations, Inc.

Accession: 0001493152-26-027736

Filed: 2026-06-08

Period: 2026-06-08

CIK: 0001520358

SIC: 2013 (SAUSAGE, OTHER PREPARED MEAT PRODUCTS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): June 8, 2026

Mama’s

Creations, Inc.

(Exact

Name of Registrant as Specified in its Charter)

Nevada

001-40597

27-0607116

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)

File No.)

Identification No.)

25 Branca

Road, East Rutherford, NJ

07073

(Address of Principal Executive

Offices)

(Zip Code)

Registrant’s

telephone number, including area code: (201) 532-1212

(Former

name, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title of each

class

Trading Symbol(s)

Name of each

exchange on which registered

Common stock, $0.00001

par value per share

MAMA

The Nasdaq Stock Market

LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging

growth company ¨☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

2.02. Results of Operations and Financial Condition.

June 8, 2026, Mama’s Creations, Inc. (the “Company”) issued a press release reporting financial results for the first

quarter ended April 30, 2026. A copy of the press release is furnished herewith under the Securities Exchange Act of 1934, as amended,

as Exhibit 99.1 to this Form 8-K.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit Number

Description

99.1

Press Release dated June 8, 2026

104

Cover Page Interactive Data File (embedded within the

Inline XBRL document).

The

information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

The information in this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed incorporated by reference into any filing under

the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant

to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf

by the undersigned hereunto duly authorized.

Mama’s Creations, Inc.

Date: June 8, 2026

By:

/s/ Adam L. Michaels

Name:

Adam L. Michaels

Title:

Chief Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Mama’s

Creations Reports First Quarter Fiscal 2027 Financial Results

First

Quarter Revenue Grows 50% to $52.8 Million; Net Income Increases 66% to $2.1 Million with Adjusted EBITDA Up 71% to $4.9 Million; Cash

Position Grows to $24.4 Million

EAST

RUTHERFORD, NJ – June 8, 2026 – Mama’s Creations, Inc. (Nasdaq: MAMA), a leading national marketer and manufacturer

of fresh deli prepared foods, has reported its financial results for the first quarter ended April 30, 2026.

Financial

Summary:

Three Months Ended April 30,

$ in millions

2026

2025

% Increase

Revenues

$ 52.8

$ 35.3

50 %

Gross Profit

$ 12.4

$ 9.2

35 %

Operating Expenses

$ 9.8

$ 7.6

28 %

Net Income

$ 2.1

$ 1.2

66 %

Earnings per Share (Diluted)

$ 0.05

$ 0.03

67 %

Adj. EBITDA (non-GAAP)

$ 4.9

$ 2.8

71 %

First

Quarter Fiscal 2027 & Subsequent Operational Highlights:

●

Successfully

launched over a dozen new items with major retailers during the quarter, including new branded introductions across Wal-Mart, Target

and Food Lion, supported by the introduction of new packaging technologies and protein form factors for select new product launches.

●

Won Costco Everyday Item

status for branded beef meatballs in the San Diego region — building on a successful National MVM that earned the same status

in the Northeast in the fourth quarter of fiscal 2026.

●

Completed the ERP transition

of the legacy Bay Shore system to the Company’s enterprise-wide ERP system, creating a single, unified system for sales, procurement,

production, inventory, and accounting.

●

Invited to attend leading

investor conferences nationally, including the BMO Farm to Market Conference, Craig-Hallum Institutional Investor Conference, TD

Cowen Future of the Consumer Conference, William Blair Growth Conference, Oppenheimer Consumer Growth Conference, and the D.A. Davidson

Consumer Conference.

●

Cash and cash equivalents

as of April 30, 2026 grew to $24.4 million, compared to $20.0 million as of January 31, 2026. The change in cash and cash equivalents

was primarily driven by improved profitability, strong operating cash flow generation, and ongoing working capital optimization.

Total debt stood at $5.1 million as of April 30, 2026.

Management

Commentary

Adam

L. Michaels, Chairman and CEO of Mama’s Creations, said: “Fiscal 2027 is off to a strong start. We delivered 50% revenue

growth to $52.8 million in the first quarter, and importantly, we did so while lapping nearly a $10 million digital Costco MVM in the

prior-year quarter. Growing on top of that comp, with meaningfully less trade investment, is a remarkable accomplishment, and reflects

the successful integration of the Bay Shore business, the durability and breadth of demand we are seeing across our legacy customer base,

the strength of our brand, and the execution of our integrated three-facility manufacturing platform.

“Net

income grew 66% to $2.1 million, and adjusted EBITDA grew 71% to $4.9 million in the quarter. While it’s only the beginning, this

helps to demonstrate the operating leverage in our platform as we scale. We continue to generate strong cash flow, ending the quarter

with $24.4 million in cash, providing significant flexibility to invest behind our 4 Cs strategy and pursue accretive M&A opportunities.

“The

Catapult portion of our 4 Cs strategy was on full display this quarter. We launched over a dozen new items with major retailers, including

new branded SKUs at Wal-Mart, Target and Food Lion. These wins are the direct result of our continued investment in product innovation,

our integrated three-facility manufacturing network, and our deepening partnerships with the largest grocers in the country. Gross margin

for the quarter was impacted by some short-term labor and raw material inefficiencies associated with the start-up of new packaging technologies

and protein form factors that we deployed to support the launch of these new items with major retailers. We view these as investments

in our future, and we remain firmly on track toward our mid-to-high-20% corporate gross margin target as these new items move from launch

into steady-state production.

“To

conclude, the combination of strong organic growth, new volume from the Bay Shore acquisition, expanding and deepening retail distribution,

a fortified balance sheet, and a well-defined blueprint gives us confidence in our ability to deliver sustained, profitable growth and

long-term value for our shareholders,” concluded Michaels.

First

Quarter Fiscal 2027 Financial Results

Revenue

for the first quarter of fiscal 2027 increased 49.7% to $52.8 million, as compared to $35.3 million in the same year-ago quarter. The

increase was primarily attributable to item expansion at new and existing customers, the successful launch of new branded items with

major retailers, the contribution of the Bay Shore acquisition, and continued strength at Costco – which the Company achieved despite

lapping a nearly $10 million digital Costco MVM in the prior-year quarter, with meaningfully less trade investment.

Gross

profit increased 35.3% to $12.4 million, or 23.6% of total revenues, in the first quarter of fiscal 2027, as compared to $9.2 million,

or 26.1% of total revenues, in the same year-ago quarter. The first quarter gross margin was impacted by short-term labor and raw material

inefficiencies associated with the start-up of new packaging technologies and protein form factors supporting the launch of more than

a dozen new items with major retailers, as well as the continued integration of the Bay Shore facility. The Company remains on track

toward its mid-to-high 20% corporate gross margin target as these new items transition into steady-state production.

Operating

expenses totaled $9.8 million in the first quarter of fiscal 2027, as compared to $7.6 million in the same year-ago quarter. As a percentage

of revenue, operating expenses declined to 18.5% from 21.6% in the same year-ago quarter. The increased expense was partially due to

the Bay Shore acquisition, new digital strategies and enhanced product marketing, new management hires and further technology upgrades

to drive actionable insights faster and deeper into the organization.

Net

income for the first quarter of fiscal 2027 increased 66.3% to $2.1 million, or $0.05 per diluted share, as compared to net income of

$1.2 million, or $0.03 per diluted share, in the same year-ago quarter. First quarter net income totaled 3.9% of revenue, as compared

to 3.5% in the same year-ago quarter.

Adjusted

EBITDA, a non-GAAP measure, increased 71.2% to $4.9 million for the first quarter of fiscal 2027, as compared to $2.8 million in the

same year-ago quarter.

Cash

and cash equivalents as of April 30, 2026 totaled $24.4 million, as compared to $20.0 million as of January 31, 2026. The increase was

primarily driven by higher revenue, improved profitability, and strong working capital management. As of April 30, 2026, total debt stood

at $5.1 million.

Conference

Call

Management

will host an investor conference call at 4:30 p.m. Eastern time today, Monday, June 8, 2026 to discuss the Company’s first quarter

fiscal 2027 financial results, provide a corporate update, and conclude with Q&A from telephone participants. To participate, please

use the following information:

FY2027 Earnings Conference Call

Date:

Monday, June 8, 2026

Time:

4:30 p.m. Eastern time

U.S.

Dial-in: 1-877-451-6152

International

Dial-in: 1-201-389-0879

Conference

ID: 13760776

Webcast:

MAMA Q1 FY2027 Earnings Conference Call

Please

join at least five minutes before the start of the call to ensure timely participation.

playback of the call will be available through Friday, August 7, 2026. To listen, please call 1-844-512-2921 within the United States

and Canada or 1-412-317-6671 when calling internationally, using replay pin number 13760776. A webcast replay will also be available

using the webcast link above.

About

Mama’s Creations, Inc.

Mama’s

Creations, Inc. (Nasdaq: MAMA) is a leading marketer and manufacturer of fresh deli prepared foods, found in over 12,000 grocery, mass,

club and convenience stores nationally. The Company’s broad product portfolio, born from MamaMancini’s rich history in Italian

foods, now consists of a variety of high quality, fresh, clean and easy to prepare foods to address the needs of both our consumers and

retailers. Our vision is to become a one-stop-shop deli solutions platform, leveraging vertical integration and a diverse family of brands

to offer a wide array of prepared foods to meet the changing demands of the modern consumer. For more information, please visit mamascreations.com.

Use

of Non-GAAP Financial Measures

This

press release includes the following non-GAAP measure – adjusted EBITDA, which is not a measure of financial performance under

GAAP and should not be considered as an alternative to net income as a measure of financial performance. The company believes this non-GAAP

measure, when considered together with the corresponding GAAP measures, provides useful information to investors and management regarding

financial and business trends relating to the company’s results of operations. However, this non-GAAP measure has significant limitations

in that it does not reflect all the costs and other items associated with the operation of the company’s business as determined

in accordance with GAAP. In addition, the company’s non-GAAP measures may be calculated differently and are therefore not comparable

to similar measures by other companies. Therefore, investors should consider non-GAAP measures in addition to, and not as a substitute

for, or superior to, measures of financial performance in accordance with GAAP. For a definition and reconciliation of EBITDA to net

income, its corresponding GAAP measure, please see the reconciliation table shown in this press release below.

US-GAAP

NET INCOME TO ADJUSTED EBITDA RECONCILIATION

(Unaudited)

(in

thousands)

Three Months Ended

April 30,

2026

2025

Net income

$ 2,057

$ 1,237

Depreciation

1,163

554

Amortization

472

409

Taxes

577

280

Interest, net

Stock-based compensation

580

305

Adjusted EBITDA (Non-GAAP)

$ 4,868

$ 2,843

Forward-Looking

Statements

This

press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E

of the Securities Exchange Act of 1934. Forward-looking statements include information about management’s view of the Company’s

future expectations, plans and prospects, including future business opportunities or strategies and are generally preceded by words such

as “anticipate,” “believe,” “eventually,” “expect,” “future,” “may,”

“look forward to,” “plan,” “projected,” “should,” “will,” and other words

that convey the uncertainty of future events or outcomes. You are cautioned that such statements are subject to a multitude of known

and unknown risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected

in the forward-looking statements, including the risks that actual results may differ materially from those projected in the forward-looking

statements as a result of various factors. Certain of these risk factors and others are included in documents the Company files with

the Securities and Exchange Commission, including but not limited to, the Company’s Annual Report on Form 10-K for the year ended

January 31, 2026, as well as subsequent reports filed with the Securities and Exchange Commission.

The

Company has based these forward-looking statements on its current expectations and assumptions about future events. While management

considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive,

regulatory, and other factors, contingencies, and uncertainties, most of which are difficult to predict and many of which are beyond

the Company’s control. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the

date they are made. Except as may be required by applicable law or regulation, the Company’s does not undertake, and specifically

disclaims, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such

statements.

Investor

Relations Contact:

Lucas

A. Zimmerman

Managing

Director

Group - MZ North America

(949)

259-4987

MAMA@mzgroup.us

www.mzgroup.us

Mama’s

Creations, Inc.

Condensed

Consolidated Balance Sheets

(In

thousands, except share and per share data)

April 30, 2026

January 31, 2026

(Unaudited)

Assets:

Current Assets:

Cash and cash equivalents

$ 24,412

$ 19,951

Accounts receivable, net

13,212

13,072

Inventories, net

9,002

9,647

Prepaid expenses and other current assets

2,140

2,411

Total Current Assets

48,766

45,081

Property, plant, and equipment, net

19,122

20,108

Intangible assets, net

2,661

3,090

Goodwill

9,447

Operating lease right of use assets, net

7,438

7,877

Deposits

Total Assets

$ 87,529

$ 85,698

Liabilities and Stockholders’ Equity:

Liabilities:

Current Liabilities:

Accounts payable and accrued expenses

$ 17,940

$ 17,800

Term loan, net of unamortized debt discount of $205 and $216, respectively

972

960

Operating lease liabilities

1,743

1,690

Finance leases payable

327

321

Total Current Liabilities

20,982

20,771

Term loan – net of current

4,118

4,412

Operating lease liabilities – net of current

5,743

6,204

Deferred tax liability

530

813

Finance leases payable – net of current

794

878

Total long-term liabilities

11,185

12,307

Total Liabilities

32,167

33,078

Commitments and contingencies (Notes 10 and 11)

Stockholders’ Equity:

Series A Preferred stock, $0.00001 par value; 120,000 shares authorized; 23,400 issued, 0 shares outstanding

—

Series B Preferred stock, $0.00001 par value; 200,000 shares authorized; 0 and 0 issued or outstanding

—

Preferred stock, $0.00001 par value; 19,680,000 shares authorized; 0 shares issued or outstanding

—

Common stock, $0.00001 par value; 250,000,000 shares authorized; 40,930,000 and 40,887,000 shares issued as of April 30, and January 31, 2026, respectively, 40,700,000 and 40,657,000 shares outstanding as of April 30, and January 31, 2026, respectively

—

Additional paid-in capital

48,005

47,320

Retained earnings

7,507

5,450

Less: Treasury stock, 230,000 shares at cost

(150 )

Total Stockholders’ Equity

55,362

52,620

Total Liabilities and Stockholders’ Equity

$ 87,529

$ 85,698

Mama’s

Creations, Inc.

Condensed

Consolidated Statements of Operations

(Unaudited)

(in

thousands, except per share data)

For the Three Months Ended April 30,

2026

2025

Net sales

$ 52,766

$ 35,255

Costs of sales

40,339

26,071

Gross profit

12,427

9,184

Operating expenses:

Research and development

Selling, general and administrative expenses

9,676

7,533

Total operating expenses

9,763

7,606

Income from operations

2,664

1,578

Other income (expenses)

Interest expense

(109 )

(88 )

Interest income

Amortization of debt discount

(11 )

(3 )

Total other expenses

(30 )

(61 )

Net income before income tax provision

2,634

1,517

Income tax expense

(577 )

(280 )

Net income

$ 2,057

$ 1,237

Net income per common share

– basic

$ 0.05

$ 0.03

– diluted

$ 0.05

$ 0.03

Weighted average common shares outstanding

– basic

40,665

37,597

– diluted

43,321

39,378

Mama’s

Creations, Inc.

Condensed

Consolidated Statements of Cash Flows

(Unaudited)

(in

thousands)

For the Three Months Ended April 30,

2026

2025

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

$ 2,057

$ 1,237

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation

1,163

554

Amortization of debt discount

Amortization of right of use assets

439

293

Amortization of intangibles

429

370

Stock-based compensation

580

305

Change in deferred tax asset

(283 )

(211 )

Changes in operating assets and liabilities, net of acquisition:

Accounts receivable

(140 )

2,326

Inventories

645

(470 )

Prepaid expenses and other current assets

271

382

Accounts payable and accrued expenses

245

1,473

Operating lease liability

(407 )

(257 )

Net Cash Provided by Operating Activities

5,010

6,005

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of fixed assets

(177 )

(539 )

Net Cash Used in Investing Activities

(177 )

(539 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Repayment of debt

(294 )

(503 )

Repayment of finance lease obligations

(78 )

(102 )

Net Cash Used in Financing Activities

(372 )

(605 )

Net Increase in Cash

4,461

4,861

Cash and cash equivalents at beginning of period

19,951

7,150

Cash and cash equivalents at end of period

$ 24,412

$ 12,011

SUPPLEMENTARY CASH FLOW INFORMATION:

Cash paid during the period for:

Income taxes

$ —

$ 5

Interest

$ 109

$ 82

SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Right-of-use asset and lease liability recognized

$ —

$ 4,156

Write-off of right-of-use asset

$ —

$ 451

Issuance of common stock for employee compensation

$ 105

$ —

Receipt of fixed assets for deposits previously paid

$ —

$ 74

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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