false
0001520358
0001520358
2026-06-29
2026-06-29
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 29, 2026
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 or former address,
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 1.01 |
Entry into
a Material Definitive Agreement. |
On
June 29, 2026, Mama’s Creations, Inc. (“we,” “our,” or the “Company”) entered into an underwriting
agreement (the “Underwriting Agreement”) with William Blair & Company, L.L.C., and D.A. Davidson & Co., as representatives
of the several underwriters named therein (collectively, the “Underwriters”), agreeing, subject to customary conditions,
to issue and sell in a public offering 5,555,556 shares (the “Shares”) of the Company’s common stock, par value $0.00001
per share (the “Common Stock”) at a price to the public of $18.00 per share (the “Offering”). In addition, pursuant
to the Underwriting Agreement, the Company granted the Underwriters an option to purchase up to an additional 833,333 shares of Common
Stock (the “Option Shares”), less underwriting discounts and commissions, at the public offering price, solely to cover over-allotments.
The Offering was completed on July 1, 2026.
The
net proceeds from the Offering, after deducting underwriting discounts and commissions and offering expenses, were approximately $94.0
million. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes. The Company
may also use a portion of the proceeds for the acquisition of businesses or other assets that the Company believes are complementary
to its business, although the Company currently has no agreements or commitments with respect to any such transaction.
The
Company made certain customary representations, warranties and covenants concerning the Company, the registration statement and the Prospectus
Supplement in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended (the “Securities Act”). The representations, warranties and covenants contained
in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of
the parties to such agreement and may be subject to limitations agreed upon by such parties.
The
Offering is being made pursuant to a prospectus supplement, dated June 29, 2026, filed with the Securities and Exchange Commission (the
“SEC”) on June 30, 2026 and an accompanying base prospectus that forms a part of the registration statement on Form S-3 (File
No. 333-297120). This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any of the
Shares or the Option Shares.
The
foregoing description of the Underwriting Agreement does not purport to be a complete description of the rights and obligations of the
parties thereunder, and is qualified in its entirety by reference to the full text of the Underwriting Agreement that is filed as Exhibit
1.1 to this Current Report on Form 8-K and is incorporated by reference herein. A copy of the opinion of Brownstein Hyatt Farber Schreck,
LLP, relating to the validity of the Shares and the Option Shares under Nevada law, is filed as Exhibit 5.1 to this Current Report on
Form 8-K.
Press
Release – Launch of Offering
On
June 29, 2026, the Company issued a press release announcing that it had launched the Offering. A copy of this press release is filed
as Exhibit 99.3 hereto and is incorporated herein by reference.
Press
Release – Pricing of Offering
On
June 29, 2026, the Company issued a press release announcing that it priced the Offering. A copy of this press release is filed as Exhibit
99.4 hereto and is incorporated herein by reference.
Risk
Factor Update
The
following risk factors are provided to update and supplement the risk factors of the Company previously disclosed under the heading “Risk
Factors” in the Company’s Annual Report on Form 10-K for the year ended January 31, 2026 and the Company’s Quarterly
Report on Form 10-Q for the quarter ended April 30, 2026.
We
may be unable to successfully integrate the Crown I Carve Out Business into our business or achieve the anticipated benefits or synergies
of the Crown I Acquisition.
On
September 2, 2025, Crown 1 Foods, Inc., a Nevada corporation and wholly owned subsidiary of the Company, acquired substantially all of
the assets of Crown I Enterprises, Inc. (the “Crown I Carve Out Business,” and such acquisition, the “Crown I Acquisition”).
Our ability to achieve the anticipated benefits or synergies of the Crown I Acquisition will depend in part upon whether we can integrate
the Crown I Carve Out Business into our existing business in an efficient and effective manner. We may not be able to accomplish this
integration process successfully.
In
addition, any potential unknown liabilities, liabilities that are significantly larger than we currently anticipate, and unforeseen increased
expenses or delays associated with the Crown I Acquisition, including cash costs of integration, may exceed what we currently anticipate.
Any one of these factors could result in increased costs, decreased benefits, and diversion of management’s attention, which could
materially impact our business, financial condition, and results of operations. In addition, even following successful integration, the
anticipated benefits or synergies of the Crown I Acquisition may not be realized fully, or at all, or may take longer to realize than
expected.
Challenges
identifying, completing, or integrating acquisitions could hinder our growth and profitability.
We
periodically pursue acquisitions of businesses’ assets as part of our strategy to expand our operations and enhance profitability.
This strategy focuses on identifying companies with manufacturing capabilities or product portfolios that complement our existing operations.
Although we routinely evaluate potential acquisition opportunities, there is no assurance that we will identify suitable targets, reach
agreements on acceptable terms, or successfully integrate any acquisitions we complete.
Our
acquisition strategy involves significant risks and uncertainties. Competitive dynamics may increase purchase prices or limit our ability
to complete transactions. We may lack the financial resources required for future acquisitions, or we may inaccurately assess a target’s
value or fail to identify certain risks and liabilities. Acquisitions can also divert management’s attention from ongoing operations,
place additional demands on our personnel, increase our leverage, or dilute existing stockholders.
Even
when acquisitions are completed, integration efforts may present substantial challenges. These may include the inability to achieve anticipated
financial or operational objectives, increased pressure on our personnel and systems, the need to modify or expand internal processes
and workforce, and the impact of amortizing acquired intangible assets, which will reduce future reported earnings. Integration activities
may also temporarily affect cash flows or operating results, and create risks related to retaining key employees of the acquired business.
Failure to effectively manage these risks could adversely affect our business.
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, as previously
filed by the Company, are filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
Pro
Forma Financial Information
On
June 29, 2026, the Company published supplemental pro forma financial information reflecting the Company’s results of operations
and financial condition, giving effect to the Crown I Acquisition, for the twelve months ended January 31, 2026. A copy of the pro forma
financial information is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Forward-Looking
Statements
This
Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act
and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), including but not limited to statements regarding
the Offering, the Company’s expectations regarding the expected net proceeds from the Offering and the use of those net proceeds.
These forward-looking statements are based on the Company’s current assumptions, expectations and beliefs and are subject to substantial
risks, uncertainties, assumptions and changes in circumstances that may cause the Company’s plans to differ materially from those
expressed or implied in any forward-looking statement. These risks include, but are not limited to, market risks, trends and conditions,
and those risks described in the Company’s filings with the SEC from time to time, particularly under the captions “Risk
Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” including
the Annual Report on Form 10-K for the fiscal year ended January 31, 2026, the Quarterly Report on Form 10-Q for the fiscal quarter ended
April 30, 2026 and subsequent filings with the SEC. Copies of these documents may be obtained by visiting the SEC’s website at
www.sec.gov. These forward-looking statements represent the Company’s estimates and assumptions only as of the date of this Current
Report on Form 8-K. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required
by law.
| Item
9.01. | Financial Statements
and Exhibits. |
(d)
Exhibits
| Exhibit
Number |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated as of June 29, 2026, among Mama’s Creations, Inc. and the representatives of the underwriters named therein, relating to the issuance and sale of common stock |
| 5.1 |
|
Opinion of Brownstein Hyatt Farber Schreck, LLP |
| 23.1 |
|
Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.1) |
| 99.1 |
|
Unaudited Pro Forma Condensed Combined Statement of Operations of the Mama’s Creations, Inc. and the Crown I Carve Out Business for the fiscal year ended January 31, 2026 (incorporated by reference from Exhibit 99.1 to the Company’s Registration Statement on Form S-3 filed on June 29, 2026) |
| 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 (incorporated by reference from Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on November 7, 2025) |
| 99.3 |
|
Press release dated June 29, 2026 |
| 99.4 |
|
Press release dated June 29, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities 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 1, 2026 |
By: |
/s/
Adam L. Michaels |
| |
Name: |
Adam
L. Michaels |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.3
Mama’s
Creations. Announces Proposed Public Offering of Common Stock
East
Rutherford, New Jersey
– June 29, 2026 – Mama’s Creations, Inc. (“Mama’s Creations” or the “Company”) (NASDAQ:
MAMA), a leading national marketer and manufacturer of fresh deli prepared foods, today announced the commencement of a proposed, underwritten
public offering of shares of its common stock, par value $0.00001 per share (“Common Stock”). All shares as a part of the
proposed offering are being offered by the Company. In addition, the Company intends to grant the underwriters a 30-day option to purchase
up to an additional 15% of the shares of Common Stock offered in the public offering at the public offering price, less the underwriting
discounts and commissions. The proposed offering is subject to market and other conditions, and there can be no assurances as to whether
or when the proposed offering may be completed, or as to the actual size or terms of the proposed offering.
The
Company intends to use the net proceeds it receives from the proposed offering for working capital and general corporate purposes, which
may include, among other things, funding acquisition of businesses or other assets that it believes are complementary to its own, although
it currently has no arrangements or commitments with respect to any such transaction.
William
Blair & Company, L.L.C. and D.A. Davidson & Co. are serving as lead book-running managers for the proposed offering. Craig-Hallum
Capital Group LLC, Lake Street Capital Markets, LLC and Roth Capital Partners, LLC are acting as co-managers for the proposed offering.
The
proposed offering is being made pursuant to an automatic shelf registration statement on Form S-3, including a base prospectus, that
has been filed with the Securities and Exchange Commission (the “SEC”) and became effective on June 29, 2026 and is available
on the SEC’s website located at www.sec.gov. A preliminary prospectus supplement and accompanying base prospectus relating to and
describing the terms of the offering will be filed with the SEC and will be available on the SEC’s website. When available, copies
of the preliminary prospectus supplement and the accompanying base prospectus may be obtained for free by contacting: William Blair &
Company, L.L.C., Attn: Prospectus Department, 150 North Riverside Plaza, Chicago, Illinois 60606, by telephone at 1-800-621-0687 or by
email at: prospectus@williamblair.com; or D.A. Davidson & Co., Attn: Equity Syndicate Department, 1325 Avenue of the Americas, 17th
Floor, New York, New York 10019, by telephone at 1-800-332-5915 or by email at: prospectusrequest@dadco.com.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor
shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful
prior to registration or qualification under the securities laws of any such state or jurisdiction.
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.
Forward-Looking
Statements
This
press release contains “forward-looking statements.” Forward-looking statements reflect the current view about future events.
When used in this press release, the words “anticipate,” “believe,” “estimate,” “expect,”
“future,” “intend,” “plan” or the negative of these terms and similar expressions, as they relate
to us or our management, identify forward-looking statements. Such statements include, but are not limited to, statements contained in
this press release relating to the offering and the use of proceeds therefrom. Forward-looking statements are based on our current expectations
and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future,
they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may
differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees
of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Important factors
that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, the risks
contained in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended January 31, 2026. Should
one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ
significantly from those anticipated, believed, estimated, expected, intended or planned. Factors or events that could cause our actual
results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results,
levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States,
we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Investor
Relations Contact:
Lucas
A. Zimmerman
Managing
Director
MZ
Group – MZ North America
(949)
259-4987
MAMA@mzgroup.us
www.mzgroup.us
Exhibit
99.4
Mama’s
Creations Announces Pricing of $100 Million Public Offering of Common Stock
EAST
RUTHERFORD, New Jersey — June 29, 2026 – Mama’s Creations, Inc. (Nasdaq: MAMA) (“Mama’s Creations”
or the “Company”), a leading national marketer and manufacturer of fresh deli prepared foods, today announced the pricing
of its registered underwritten public offering of 5,555,556 shares of its common stock, par value $0.00001 per share (“Common Stock”)
at a public offering price of $18.00 per share, resulting in gross proceeds to the Company of approximately $100 million, before deducting
the underwriters’ discount and commissions and estimated offering fees and expenses. In addition, Mama’s Creations has granted
the underwriters a 30-day option to purchase up to an additional 833,333 shares of Common Stock at the public offering price, less underwriting
discounts and commissions. If the underwriters exercise their option in full, the expected gross proceeds of the offering, before deducting
the underwriters’ discount and commissions and estimated offering fees and expenses, would be approximately $115 million. The offering
is expected to close on July 1, 2026, subject to customary closing conditions.
The
Company intends to use the net proceeds from the offering for working capital and general corporate purposes, which may include, among
other things, funding the acquisition of businesses or other assets that it believes are complementary to its own, although it currently
has no arrangements or commitments with respect to any such transaction.
William
Blair & Company, L.L.C. and D.A. Davidson & Co. are serving as lead book-running managers for the offering. Craig-Hallum Capital
Group LLC, Lake Street Capital Markets, LLC and Roth Capital Partners, LLC are acting as co-managers for the offering.
The
offering is being made pursuant to an automatic shelf registration statement on Form S-3, including a base prospectus, that was filed
with the Securities and Exchange Commission (the “SEC”) and became effective on June 29, 2026 and is available on the SEC’s
website located at www.sec.gov. A preliminary prospectus supplement and accompanying base prospectus relating to and describing the terms
of the offering has been filed with the SEC and is available on the SEC’s website. A final prospectus supplement relating to the
offering will be filed with the SEC and will be available on the SEC’s website. When available, copies of the final prospectus
supplement and the accompanying base prospectus may be obtained, for free by contacting: William Blair & Company, L.L.C., Attn: Prospectus
Department, 150 North Riverside Plaza, Chicago, Illinois 60606, by telephone at 1-800-621-0687 or by email at: prospectus@williamblair.com;
or D.A. Davidson & Co., Attn: Equity Syndicate Department, 1325 Avenue of the Americas, 17th Floor, New York, New York 10019, by
telephone at 1-800-332-5915, or by email at: prospectusrequest@dadco.com.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor
shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful
prior to registration or qualification under the securities laws of any such state or jurisdiction.
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.
Forward-Looking
Statements
This
press release contains “forward-looking statements.” Forward-looking statements reflect the current view about future events.
When used in this press release, the words “anticipate,” “believe,” “estimate,” “expect,”
“future,” “intend,” “plan” or the negative of these terms and similar expressions, as they relate
to us or our management, identify forward-looking statements. Such statements include, but are not limited to, risks associated with
market conditions and the satisfaction of customary closing conditions related to the offering and uncertainties related to the offering,
the use of proceeds from the offering, statements contained in this press release relating to our business strategy, our future operating
results and liquidity and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions
regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject
to inherent uncertainties, risks and changes in circumstances that are difficult to predict. These statements involve known and unknown
risks, uncertainties and other factors which may cause the results of Mama’s Creations to be materially different than those expressed
or implied in such statements. Certain of these risk factors and others are included in documents Mama’s Creations 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 SEC. Other unknown or unpredictable factors also could have material adverse effects
on Mama’s Creations’ future results. The forward-looking statements included in this press release are made only as of the
date hereof. Mama’s Creations cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you
should not place undue reliance on these forward-looking statements. Finally, Mama’s Creations expressly disclaims any intent or
obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
For
investor inquiries, please contact:
Lucas
A. Zimmerman
Managing
Director
MZ
Group – MZ North America
(949)
259-4987
MAMA@mzgroup.us
www.mzgroup.us
