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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): August 28, 2025
Mama’s
Creations, Inc.
(Exact
Name of Registrant as Specified in its Charter)
| Nevada |
|
001-40597 |
|
27-0607116 |
| (State
or Other Jurisdiction of Incorporation) |
|
(Commission
File
No.) |
|
(I.R.S.
Employer
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 ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory
Note
On
September 2, 2025, Crown 1 Foods, Inc. (formerly “Jubilee Acquisition, Inc.”), a Nevada corporation and wholly-owned, direct
subsidiary of Mama’s Creations, Inc. (the “Company”) completed the acquisition of substantially all of the assets of
Crown I Enterprises Inc. (comprising the “Crown I Carve Out Business”).
This Amendment No. 1 on Form 8-K/A is
being filed by the Company to amend the current report on Form 8-K originally filed with the U.S. Securities and Exchange Commission
on September 2, 2025 (the “Original Report”), solely to provide the disclosure required by Item 9.01 of Form 8-K that were
omitted from the Original Report, including the required financial statements of the Crown I Carve Out Business and the required pro
forma financial information. Except as provided herein, the disclosure made in the Original Report remain unchanged.
Item
9.01. Financial Statements and Exhibits.
(a)
Financial Statements of Business Acquired.
The
audited financial statements of the Crown I Carve-Out Business as of June 28, 2025 and for the fiscal year then ended.,
required by Item 9.01(a) of Form 8-K, are attached as Exhibit 99.2 hereto and incorporated herein by reference.
(b)
Pro Forma Financial Information
The
unaudited pro forma balance sheets of the Company and the Crown I Carve Out Business as of July
31, 2025 and the unaudited statements of operations of the Company and the Crown I Carve Out Business as of the fiscal
year ended January 31, 2025 and the six months ended July 31, 2025, are attached as Exhibit 99.3 hereto and incorporated herein by reference.
(d)
Exhibits.
Exhibit
Number
|
|
Description |
| 2.1* |
|
Asset Purchase Agreement dated September 2, 2025, by and among Jubilee, Crown I and Sysco Holdings, LLC |
| 10.1* |
|
Amended and Restated Loan and Security Agreement dated August 28, 2025, by and among the Company, Jubilee, Mamamancini’s, Inc., T&L Acquisition Corp and M&T |
| 10.2* |
|
Term Note dated August 28, 2025 executed by the Company |
| 10.3* |
|
Multiple Disbursement Term Note dated August 28, 2025 executed by the Company |
| 10.4* |
|
Second Amended and Restated Revolving Line Note dated August 28, 2025 executed by the Company and T&L Acquisition Corp. |
| 10.5* |
|
Securities Purchase Agreement dated September 2, 2025, by and among the Company and the investors party thereto |
| 10.6* |
|
Registration Rights Agreement dated September 2, 2025, by and among the Company and the investors party thereto |
| 23.1 |
|
Consent of UHY LLP |
| 99.1* |
|
Press Release dated September 2, 2025 |
| 99.2 |
|
The audited financial statements of the Crown I Carve-Out Business as of June 28, 2025 and for the fiscal year then ended |
| 99.3 |
|
Unaudited pro forma condensed balance sheets as of July 31, 2025 and unaudited condensed statements of operations of the Company and the Crown I Carve Out Business as of the fiscal year ended January 31, 2025 and the six months ended July 31, 2025 |
| 104 |
|
Cover Page Interactive Data File |
*
Filed with Original Report.
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: November 7,
2025 | By: | /s/
Adam L. Michaels |
| | Name: | Adam
L. Michaels |
| | Title: | Chief
Executive Officer |
