[8-K] Mama's Creations, Inc. Reports Material Event

Rhea-AI Filing Summary

Silexion Therapeutics Corp (SLXN) has filed an amended Form 8-K to clarify timing details surrounding its Nasdaq listing status.

The Nasdaq hearings panel has granted the company continued listing but will transfer the ordinary shares and warrants from the Nasdaq Global Market to the Nasdaq Capital Market as soon as practicable. While the original filing stated the move could occur on 8 July 2025, the amendment notes the exact date remains uncertain.

Silexion also warns it may become non-compliant with Nasdaq Listing Rule 5550(a)(2) (minimum $1.00 bid price) if its shares close below that threshold for 30 straight trading days. Management intends to cure any deficiency through a 1-for-15 reverse share split, subject to shareholder approval at the reconvened AGM on 14 July 2025. After approval, a mandatory 10-day Nasdaq notice period would push the split to roughly 25 July 2025, with compliance only achieved after the stock trades above $1.00 for 10 consecutive days—placing the earliest compliance window in early-to-mid August 2025.

The company cautions that there is no assurance shareholders will approve the split or that the post-split price will meet Nasdaq requirements, leaving a continued risk of delisting.

Positive

• Nasdaq hearings panel allowed continued listing, giving SLXN time to address deficiencies.
• Clear, time-bound compliance plan (1-for-15 reverse split followed by 10-day trading window) provides visibility to investors.

Negative

• Downgrade from Nasdaq Global Market to Nasdaq Capital Market signals higher risk and lower listing standards.
• Potential bid-price deficiency remains unresolved; success depends on shareholder approval and post-split market performance.
• Reverse split ratio of 1-for-15 could reduce liquidity and negatively impact existing shareholders.

Insights

Sell-Side Financial Analyst

TL;DR: Listing preserved but downgraded; compliance hinges on reverse split and share performance.

The hearing outcome averts immediate delisting, preserving access to U.S. capital markets, yet the move to the Nasdaq Capital Market signals elevated risk. A 1-for-15 reverse split typically reduces float and may improve bid price optics but does not address underlying valuation drivers; sustained post-split trading above $1 is uncertain without catalysts. Investors should watch the 14 July AGM vote and volume/liquidity after the anticipated 25 July split. Given the absence of financial metrics or operational updates, I view the disclosure as neutral for valuation but highlighting near-term technical overhang.

Corporate Governance & Listing Compliance Expert

TL;DR: Downgrade to Capital Market and reliance on shareholder-approved split heighten governance and compliance risk.

Transferring to the Nasdaq Capital Market reduces minimum listing standards, reflecting the company’s weakened compliance profile. The reliance on a reverse split approved by shareholders within six days is tight; failure would likely trigger a definitive delisting path. Even if approved, the market must accept the higher per-share price for 10 sessions—no guarantee in a micro-cap biotech with limited liquidity. Therefore, I classify the situation as carrying a negative governance signal, though not yet terminal.

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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): July 3, 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. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

Mama’s Creations Inc. (the “Company”) held its Annual Meeting of Stockholders on July 3, 2025. At the meeting, the Company’s stockholders voted on the following proposals, each as described in further detail in the definitive proxy statement filed on May 20, 2025.

1. The following five individuals were elected to the Company’s Board of Directors, each to serve a one-year term to expire at the next annual meeting of stockholders or until their successor is duly qualified and elected, with voting as follows:

Nominee		For		Withheld		Broker Non-Votes
Lynn L. Blake		24,985,698		2,032,445		4,970,291
Meghan Henson		25,005,044		2,013,099		4,970,291
Dean Janeway		24,057,896		2,960,246		4,970,291
Adam L Michaels		26,851,415		166,727		4,970,291
Shirley Romig		24,747,535		2,270,608		4,970,291

2. Stockholders ratified the appointment of UHY LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026, with voting as follows:

For		Against		Abstain
31,844,671		60,196		83,567

3. Stockholders approved, on a non-binding and advisory basis, the Company’s executive compensation, with voting as follows:

For		Against		Abstain		Broker Non-Votes
25,497,797		472,854		1,047,492		4,970,291

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: July 8, 2025	By:	/s/ Adam L. Michaels
	Name:	Adam L. Michaels
	Title:	Chief Executive Officer

FAQ

Why is Silexion Therapeutics (SLXN) moving to the Nasdaq Capital Market?

The hearings panel granted continued listing but required a transfer to the Capital Market due to compliance concerns.

When will the 1-for-15 reverse stock split for SLXN occur?

If shareholders approve on 14 July 2025, the split could be effected after a 10-day notice period, around 25 July 2025.

How will SLXN regain compliance with the $1.00 minimum bid rule?

Post-split, the stock must close above $1.00 for 10 consecutive trading days, likely in early-to-mid August 2025.

What happens if SLXN shareholders reject the reverse split proposal?

Failure to approve would leave the company without a clear path to cure the bid-price deficiency, increasing delisting risk.

Does the amendment affect any other information from the original 8-K?

No. It solely updates timing for the market transfer and potential bid-price compliance schedule.