Tofutti Brands flags one-year going-concern doubt
Manufacturing with the new owner of the facility that produced products accounting for approximately 80% of 2025 sales began September 3, 2026.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Tofutti Brands Inc. (TOFB) reported net sales of $1.234 million for the thirteen weeks ended September 26, 2026, down from $1.907 million a year earlier. Gross profit was $573,000 versus $519,000, and the gross profit percentage was 46% versus 27%. For the thirty-nine weeks, net sales fell to $4.579 million from $5.527 million, while net loss increased to $386,000 from $306,000.
Cash was $138,000 and working capital was $1.744 million as of September 26, 2026. Operating activities used $203,000 in the thirty-nine weeks, compared with $174,000 provided a year earlier. Management said forecast cash and operating flows were not expected to fund obligations through the one-year period after the statements’ issuance, and its plans do not alleviate substantial doubt about continuing as a going concern. Products made at the primary co-packer’s facility accounted for approximately 80% of sales for the year ended December 27, 2025; manufacturing with the facility’s new owner began September 3, 2026 under the same terms and pricing. Two material weaknesses in financial-reporting controls remained unremediated as of September 26, 2026.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- None.
Negative
- Major pointSubstantial doubt remains; management’s plans do not alleviate it for one year.
- Major pointTwo material weaknesses in financial-reporting controls remained unremediated.
- Moderate pointNine-month sales fell 17% to $4.579 million.
- Moderate pointNine-month net loss rose to $386,000 from $306,000.
- Moderate pointOperating activities used $203,000, versus $174,000 provided a year earlier.
Filing Explained
Management says it will need additional working capital and plans to seek debt or equity financing, alongside expense reductions, deferred spending, sales efforts, collections and extended vendor terms. These are prospective routes, not a completed financing, and the filing says financing availability and terms are uncertain and may not be within its control.
Key Figures
Key Terms
substantial doubt financial
going concern basis financial
material weaknesses financial
co-packing manufacturing agreement technical
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much sales did TOFB report in the third quarter and first thirty-nine weeks of 2026?
Why did TOFB’s gross profit percentage rise in the third quarter of 2026?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| Quarterly
report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended |
| Transition report pursuant to Section 13 or 15(d) of the Exchange Act for the transition period from ☐ to ☐ |
Commission
file number:
(Exact Name of Registrant as Specified in Its Charter)
(State of Incorporation) |
(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices)
(Registrant’s Telephone Number, including area code)
Securities registered pursuant to Section 12(g) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None |
N/A
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller reporting company |
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 7(a)(2)(B) of the Securities Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No
As
of November 10, 2026 the Registrant had
TOFUTTI BRANDS INC.
INDEX
| Page | ||
| Part I - Financial Information: | ||
| Item 1. | Unaudited Condensed Financial Statements | 3 |
| Unaudited Condensed Balance Sheets – September 26, 2026 and December 27, 2025 | 3 | |
| Unaudited Condensed Statements of Operations -Thirteen and Thirty-Nine weeks ended September 26, 2026 and September 27, 2025 | 4 | |
| Unaudited Condensed Statements of Changes in Stockholders’ Equity - Thirteen and Thirty-Nine weeks ended September 26, 2026 and September 27, 2025 | 5 | |
| Unaudited Condensed Statements of Cash Flows – Thirty-Nine Weeks ended September 26, 2026 and September 27, 2025 | 6 | |
| Notes to Unaudited Condensed Financial Statements | 7 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 14 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 19 |
| Item 4. | Controls and Procedures | 20 |
| Part II - Other Information: | ||
| Item 1. | Legal Proceedings | 21 |
| Item 1A. | Risk Factors | 21 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 21 |
| Item 3. | Defaults Upon Senior Securities | 21 |
| Item 4. | Mine Safety Disclosures | 22 |
| Item 5. | Other Information | 22 |
| Item 6. | Exhibits | 22 |
| Signatures | 23 | |
| 2 |
Item 1. Financial Statements
TOFUTTI BRANDS INC.
Unaudited Condensed Balance Sheets
(in thousands, except share and per share figures)
| September 26, 2026 | December 27, 2025 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net of allowance for credit losses and sales promotions of $ | ||||||||
| Inventories | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Operating lease right-of-use assets | ||||||||
| Finance lease right-of-use asset | — | |||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Operating lease liability, current portion | ||||||||
| Finance lease liability, current portion | — | |||||||
| Total current liabilities | ||||||||
| Operating lease liabilities, net of current portion | ||||||||
| Total liabilities | $ | $ | ||||||
| Stockholders’ equity: | ||||||||
| Preferred stock - par value $ | — | — | ||||||
| Common stock - par value $ | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
See accompanying notes to unaudited condensed financial statements.
| 3 |
TOFUTTI BRANDS INC.
Unaudited Condensed Statements of Operations
(in thousands, except per share figures)
| Thirteen weeks ended September 26, 2026 | Thirteen weeks ended September 27, 2025 | Thirty-nine weeks ended September 26, 2026 | Thirty-nine weeks ended September 27, 2025 | |||||||||||||
| Net sales | $ | $ | $ | $ | ||||||||||||
| Cost of sales | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling and warehouse | ||||||||||||||||
| Marketing | ||||||||||||||||
| Research and development | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss before interest expense and income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest expense | — | — | ||||||||||||||
| Loss before income tax expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax (benefit) expense | — | ( | ) | |||||||||||||
| Net loss | $ | ( | ) | ( | ) | $ | ( | ) | $ | ( | ) | |||||
| Weighted average common shares outstanding: | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
| Loss per common share | ||||||||||||||||
| Basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
See accompanying notes to unaudited condensed financial statements.
| 4 |
TOFUTTI BRANDS INC.
Unaudited Condensed Statements of Changes in
Stockholders’ Equity (in thousands)
Thirteen and thirty-nine weeks ended September 27, 2025 | ||||||||||||||||
| Common Stock | Additional Paid-in Capital | Retained Earnings | Total | |||||||||||||
| December 29, 2024 | $ | |||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||
| March 29, 2025 | $ | |||||||||||||||
| Net loss | — | - | ( | ) | ( | ) | ||||||||||
| June 28, 2025 | $ | |||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||
| September 27, 2025 | $ | |||||||||||||||
See accompanying notes to unaudited condensed financial statements.
Thirteen and thirty-nine weeks ended September 26, 2026 | ||||||||||||||||
| Common Stock | Additional Paid-in Capital | Retained Earnings | Total | |||||||||||||
| December 27, 2025 | $ | |||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||
| March 28, 2026 | $ | |||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||
| June 27, 2026 | $ | |||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||
| September 26, 2026 | $ | |||||||||||||||
See accompanying notes to unaudited condensed financial statements.
| 5 |
TOFUTTI BRANDS INC.
Unaudited Condensed Statements of Cash Flows
(in thousands)
Thirty-nine weeks ended September 26, 2026 | Thirty-nine weeks ended September 27, 2025 | |||||||
| Cash provided by (used in) operating activities, net | $ | ( | ) | $ | ||||
| Cash (used in) financing activities, net | ( | ) | ( | ) | ||||
| Net increase (decrease) in cash | ( | ) | ||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Interest paid | $ | $ | ||||||
| Income tax payments | $ | — | $ | |||||
See accompanying notes to unaudited condensed financial statements.
| 6 |
TOFUTTI BRANDS INC.
Notes to Unaudited Condensed Financial Statements
(in thousands, except share and per share data)
Note 1: Basis of Presentation
The accompanying unaudited condensed financial information, in the opinion of management, reflects all adjustments (which include only normally recurring adjustments) necessary to present fairly the Company’s financial position, operating results and cash flows for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. Certain amounts presented in thousands may not sum precisely due to rounding. The results of operations for the thirty-nine week period ended September 26, 2026 are not necessarily indicative of the results to be expected for the full year or any other period. The Company’s fiscal year is either a fifty-two or fifty-three-week period which ends on the Saturday closest to December 31st.
The Company learned in February 2026 that the owner of its primary co-packer for the Company’s key products intended to close its plant effective July 31, 2026. The products produced by this facility accounted for approximately 80% of our sales for the year ended December 27, 2025. We successfully reached a co-packing manufacturing agreement with the new owner of the facility and manufacturing business that commenced on September 3, 2026 under which we operate under the same terms and pricing as we had with the previous owner.
The
accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. As of September 26, 2026, we had cash of approximately $
Based on our current operating forecast, existing cash and anticipated cash flows from operations are not expected to be sufficient to fund the Company’s operating requirements and meet its obligations as they become due during the one-year period following the date these financial statements are issued. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management intends to address the Company’s liquidity requirements by:
| ● | Reducing payroll, professional fees, discretionary spending and other operating expenses; | |
| ● | Deferring nonessential capital expenditures and other planned investments; | |
| ● | Pursuing initiatives to increase sales, improve gross margins, obtain new customers and expand sales to existing customers; | |
| ● | Accelerating the collection of amounts receivable and negotiating extended payment terms with certain vendors and creditors; | |
| ● | Seeking additional funding through debt financing, equity financing, strategic investment, or other capital raising transactions; and | |
| ● | Evaluating strategic alternatives, including potential business combinations, asset sales, or other transactions intended to provide additional liquidity. |
Our ability to successfully execute these plans is subject to significant risks and uncertainties. For example, improvements in sales and operating results may not occur within the time frame anticipated by management. The availability and terms of any financing are uncertain and may not be within our control.
| 7 |
TOFUTTI BRANDS INC.
Notes to Unaudited Condensed Financial Statements
(in thousands, except share and per share data)
Accordingly, management has concluded that its plans do not alleviate the substantial doubt about the Company’s ability to continue as a going concern for the one-year period following the date these financial statements are issued. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern.
Note 2: Recently Issued Accounting Standards
The Company considers the applicability and impact of all Accounting Standard Updates (“ASUs”). ASUs not discussed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s balance sheets or statements of operations.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for fiscal years beginning after December 15, 2026. The Company intends to adopt this standard when required and believes it will not have a material effect upon our operations or report in interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.
In July 2025, the FASB issued ASU No. 2025-05, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets,” which provides all entities, including public business entities, with a practical expedient, which allows the entity to assume that the current conditions as of the balance sheet date do not change for the remaining life of the asset when developing reasonable and supportable forecasts as part of estimating expected credit losses. The adoption of this standard did not have a material impact on our financial statements.
Note 3: Inventories
Inventories consist of the following:
Schedule of Inventories
| September 26, 2026 | December 27, 2025 | |||||||
| Finished products | $ | $ | ||||||
| Raw materials and packaging | ||||||||
| Total inventory | $ | $ | ||||||
Note 4: Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company accounts for penalties or interest related to uncertain tax positions as part of its provision for income taxes.
| 8 |
TOFUTTI BRANDS INC.
Notes to Unaudited Condensed Financial Statements
(in thousands, except share and per share data)
The
Company recognized an income tax expense of $0 for the thirteen weeks ended September 26, 2026 as compared to $
Note 5: Earnings (Loss) Per Share
Basic earnings per common share (“EPS”) applicable to common stockholders is computed by dividing earnings applicable to common stockholders by the weighted-average number of common shares outstanding. If there is a loss from operations, diluted EPS is computed in the same manner as basic EPS is computed.
The following table sets forth the computation of basic and diluted earnings per share:
Schedule of Computation of Basic and Diluted Earnings Per Share
| Thirteen weeks ended September 26, 2026 | Thirteen weeks ended September 27, 2025 | Thirty-nine weeks ended September 26, 2026 | Thirty-nine weeks ended September 27, 2025 | |||||||||||||
| Loss, numerator, basic computation | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss, numerator, diluted computation | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average shares - denominator basic computation | ||||||||||||||||
| Weighted average shares, as adjusted - denominator diluted computation | ||||||||||||||||
| Loss per common share - basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Loss per common share - diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
Schedule of Securities Excluded From Weighted Average Shares
| Thirty-nine weeks ended September 26, 2026 | Thirty-nine September 27, 2025 | |||||||
| Shares subject to outstanding common stock options | ||||||||
Note 6: Share Based Compensation
On June 10, 2014, the shareholders of the Company approved the 2014 Equity Incentive Plan (the “2014 Plan”). The 2014 Plan provides for grants of various types of awards that are designed to attract and retain highly qualified personnel who will contribute to the success of the Company and to provide incentives to participants in the 2014 Plan that are linked directly to increases in shareholder value which will therefore ensure to the benefit of all shareholders of the Company. Such grants can be, but are not limited to, options, stock appreciation rights, restricted stock, performance grants, stock bonuses, and any other type of award that is consistent with the purposes of the 2014 Plan. Employees and officers of the Company are eligible to receive incentive stock options while corporate directors are only eligible to receive non-qualified options.
| 9 |
TOFUTTI BRANDS INC.
Notes to Unaudited Condensed Financial Statements
(in thousands, except share and per share data)
The
2014 Plan made
The following is a summary of stock option activity from December 27, 2025 to September 26, 2026:
Schedule of Stock Option Activity
| NON-QUALIFIED OPTIONS | ||||||||
| Shares | Weighted Average Exercise Price ($) | |||||||
| Outstanding at December 27, 2025 | $ | |||||||
| Granted | — | — | ||||||
| Exercised | — | — | ||||||
| Outstanding at September 26, 2026 | $ | |||||||
| Exercisable at September 26, 2026 | $ | |||||||
The following table summarizes information about stock options outstanding from December 27, 2025 to September 26, 2026:
Schedule of Information about Stock Options Outstanding
Range of Exercise Prices ($) | Number Outstanding | Weighted Average Remaining Life (in years) | Weighted Average Exercise Price($) | Number Exercisable | ||||||||||||||
| $ | $ | |||||||||||||||||
Note 7: Net Sales
Performance obligations relating to the delivery of food products are satisfied when the goods are shipped to the customer and net of all applicable discounts, as follows: Payment term discounts, off-invoice allowance, manufacturer chargeback, freight allowance, spoilage discounts, and product returns.
Net sales by geographical region are as follows:
Schedule of Revenues By Geographical Region
| Revenues by geography: | Thirteen weeks ended September 26, 2026 | Thirteen weeks ended September 27, 2025 | Thirty-nine weeks ended September 26, 2026 | Thirty-nine weeks ended September 27, 2025 | ||||||||||||
| Americas | $ | $ | $ | $ | ||||||||||||
| Europe | ||||||||||||||||
| Asia Pacific and Africa | — | — | — | |||||||||||||
| Middle East | ||||||||||||||||
| Total Net Sales | $ | $ | $ | $ | ||||||||||||
| 10 |
TOFUTTI BRANDS INC.
Notes to Unaudited Condensed Financial Statements
(in thousands, except share and per share data)
Approximately
Net sales by major product category:
Schedule of Net Sales By Major Product Category
Thirteen weeks ended September 26, 2026 | Thirteen weeks ended September 27, 2025 | Thirty-nine weeks ended September 26, 2026 | Thirty-nine weeks ended September 27, 2025 | |||||||||||||
| Frozen desserts and foods | $ | $ | $ | $ | ||||||||||||
| Cheeses | ||||||||||||||||
| Total sales | $ | $ | $ | $ | ||||||||||||
Note 8: Leases
In
2024, we signed a
Outside
warehouse rental expense was $
Under Topic 842, operating lease expense is generally recognized evenly over the term of the lease. The standard requires a lessee to record a right-of-use asset and a corresponding lease liability at the commencement of the lease.
Under Topic 842, finance lease cost includes amortization, which is recognized on a straight-line basis over the expected life of the leased asset, and interest expense, which is recognized following an effective interest rate method. The Company has a finance lease consisting of a copier lease with a term of four years. The standard requires a lessee to record a right-of-use asset and a corresponding lease liability at the commencement of the lease.
The Company’s lease agreements generally do not provide an implicit borrowing rate; therefore, an internal incremental borrowing rate is determined based on information available at lease commencement date for purposes of determining the present value of lease payments. The Company used the incremental borrowing rates of between 5.5% and 6.5% for all leases.
| 11 |
TOFUTTI BRANDS INC.
Notes to Unaudited Condensed Financial
Statements (in thousands, except share and per share data)
ROU lease assets and lease liabilities for our operating leases were recorded in the balance sheet as follows:
Schedule of ROU Lease Assets and Liabilities for Operating Lease
| As of | As of | |||||||
| September 26, 2026 | December 27, 2025 | |||||||
| Operating lease right-of-use assets | $ | $ | ||||||
| Current portion of lease liabilities | ||||||||
| Operating lease liabilities, net of current portion | ||||||||
| Total lease liability | $ | $ | ||||||
| Weighted average remaining lease term (in years) | ||||||||
| Weighted average discount rate | % | % | ||||||
ROU lease asset and lease liability for our finance lease were recorded in the balance sheet as follows:
Schedule of ROU Lease Assets and Liabilities for Finance Leases
| As of | As of | |||||||
| September 26, 2026 | December 27, 2025 | |||||||
| Finance lease right-of-use asset | $ | — | $ | |||||
| Current portion of lease liabilities | — | |||||||
| Total finance lease liabilities | $ | — | $ | |||||
| Weighted average remaining lease term (in years) | — | |||||||
| Weighted average discount rate | — | % | ||||||
Future lease payments included in the measurement of lease liabilities on the balance sheet as of September 26, 2026 are as follows:
Schedule of Future Lease Payments
Operating lease liabilities | Finance lease liability | Total | ||||||||||
| 2026 (remainder of the year) | $ | $ | — | $ | ||||||||
| 2027 | — | |||||||||||
| 2028 | — | |||||||||||
| 2029 | — | |||||||||||
| Total future minimum lease payments | — | |||||||||||
| Less present value adjustment | — | |||||||||||
| Total | $ | — | ||||||||||
Note 9: Commitments and Contingencies
The Company sells its products throughout the United States and in approximately twelve foreign countries and may be impacted by any future public health crises beyond its control. This could disrupt its operations and negatively impact sales of its products. The Company’s customers, suppliers and co-packers may experience similar disruption. Our selling prices may be affected due to market changes, increased competition, the general risk of inflation, the impacts of tariffs or the responses of other governments, consumers or suppliers to U.S. imposed tariffs, shortages or interruptions in supply due to weather, disease or other conditions beyond our control, or other reasons.
| 12 |
TOFUTTI BRANDS INC.
Notes to Unaudited Condensed Financial
Statements (in thousands, except share and per share data)
Note 10: Accrued Expenses
Accrued expenses and other current liabilities consist of the following:
Schedule of Accrued Expenses and Other Current Liabilities
| As of | As of | |||||||
| September 26, 2026 | December 27, 2025 | |||||||
| Accrued professional fees | — | |||||||
| Uncertain tax position | ||||||||
| Expense accrual | ||||||||
| Total accrued expenses | $ | $ | ||||||
Note 11: Related Party Transactions
During
the thirteen weeks ending September 26, 2026 and September 27, 2025, we paid The CFO Squad $
Note 12: Segment Information
The
Company views its operations and manages its business in
Steven Kass, the Company’s Chief Executive Officer and Chief Financial Officer is the Chief Operating Decision Maker (“CODM”). The CODM evaluates performance and makes operating decisions about allocating resources based on net loss and cash balances presented in the accompanying statement of operations and balance sheet, respectively.
NOTE 13: Customer Concentrations
As
of September 26, 2026 one customer accounted for
For
the thirteen weeks ended September 26, 2026 three customers represented
| 13 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following is management’s discussion and analysis of certain significant factors which have affected our financial position and operating results during the periods included in the accompanying financial statements.
The discussion and analysis which follows in this Quarterly Report and in other reports and documents and in oral statements made on our behalf by our management and others may contain trend analysis and other forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 which reflect our current views with respect to future events and financial results. These include statements regarding our earnings, projected growth and forecasts, and similar matters which are not historical facts. We remind stockholders that forward-looking statements are merely predictions and therefore are inherently subject to uncertainties and other factors which could cause the actual future events or results to differ materially from those described in the forward-looking statements. These uncertainties and other factors include, among other things, business conditions in the food industry and general economic conditions, both domestic and international; lower than expected customer orders; competitive factors; changes in product mix or distribution channels; and resource constraints encountered in developing new products. The forward-looking statements contained in this Quarterly Report and made elsewhere by or on our behalf should be considered in light of these factors.
Critical Accounting Estimates
Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The policies discussed below are considered by management to be critical to an understanding of our financial statements because their application places the most significant demands on management’s judgment, with financial reporting results relying on estimation about the effect of matters that are inherently uncertain. Specific risks for these critical accounting policies are described in the following paragraphs. For all of these policies, management cautions that future events rarely develop exactly as forecast, and the best estimates routinely require adjustment.
Revenue Recognition. We primarily sell vegan and dairy-free soy-based cheeses and frozen desserts. We recognize revenue when control over the products transfers to our customers, deemed to be the performance obligation, which generally occurs when the product is shipped or picked up from one of our distribution locations by the customer. We account for product shipping, handling and insurance as fulfillment activities with revenues for these activities recorded within net revenue and costs recorded within cost of sales. Revenues are recorded net of trade and sales incentives and estimated product returns. Known or expected pricing or revenue adjustments, such as trade discounts, rebates or returns, are estimated at the time of sale. We base these estimates of expected amounts principally on historical utilization and redemption rates. Estimates that affect revenue, such as trade incentives and product returns, are monitored and adjusted each period until the incentives or product returns are realized.
Key sales terms, such as pricing and quantities ordered, are established on a frequent basis such that most customer arrangements and related incentives have a one year or shorter duration. As such, we do not capitalize contract inception costs and we capitalize product fulfillment costs in accordance with U.S. GAAP and our inventory policies. We generally do not have any unbilled receivables at the end of a period.
Accounts Receivable. The majority of our accounts receivables are due from distributors (domestic and international) and retailers. Management closely monitors outstanding balances during the year and allocates an allowance account if appropriate. The Company estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables and contract assets. The Company considers historical collection rates, the current financial status of its customers, macroeconomic factors, and other industry-specific factors when evaluating for current expected credit losses. Forward-looking information is also considered in the evaluation of current expected credit losses.
Inventory. Inventory is stated at lower of cost or net realizable value determined by first in first out (FIFO) method. Inventories in excess of future demand are written down and charged to the provision for inventories. When a loss is recognized, a new, lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in the newly established cost basis.
Leases. Under Topic 842, operating lease expense is generally recognized evenly over the term of the lease. We have operating leases primarily consisting of facilities with remaining lease terms of approximately one to three years.
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Leases with an initial term of twelve months or less are not recorded on the balance sheet. For lease agreements entered into or reassessed after the adoption of Topic 842, we have combined the lease and non-lease components in determining the lease liabilities and right of use assets.
Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded if there is uncertainty as to the realization of deferred tax assets. We will recognize a tax benefit in the financial statements for an uncertain tax position only if management’s assessment is that the position is “more likely than not” (i.e., a likelihood greater than 50 percent) to be allowed by the tax jurisdiction based solely on the technical merits of the position. The term “tax position” refers to a position in a previously filed tax return or a position expected to be taken in a future tax return that is reflected in measuring current or deferred income tax assets and liabilities for financial reporting purposes.
The Company learned in February 2026 that the owner of our primary co-packer for our key products intends to close its plant effective July 31, 2026. The products produced by this facility accounted for approximately 80% of our sales for the year ended December 27, 2025. We succeeded in reaching a co-packing manufacturing agreement with the new owner of the facility and manufacturing business. Our relations with the new owner commenced on September 3, 2026 and operations will be under the same terms and pricing as we had with the previous owner.
The accompanying unaudited condensed financial information, in the opinion of management, reflects all adjustments (which include only normally recurring adjustments) necessary to present fairly the Company’s financial position, operating results and cash flows for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The results of operations for the thirteen-week and thirty-nine week periods ended September 26, 2026 are not necessarily indicative of the results to be expected for the full year or any other period. The Company’s fiscal year is either a fifty-two or fifty-three-week period which ends on the Saturday closest to December 31st.
Going Concern
Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of September 26, 2026, we had cash of approximately $138,000. During the last few years, we have experienced recurring losses and cash outflows from operations. For the thirty-nine weeks ended September 26, 2026 our net sales decreased to $4,579,000 from $5,527,000 in the thirty-nine weeks ended September 27, 2025. In addition, we incurred a net loss of $386,000 in the thirty-nine weeks ended September 26, 2026 compared to a net loss of $306,000 for the thirty-nine weeks ended September 27, 2025. Our declining sales, increasing operating losses, continuing use of cash in operations, and limited available cash resources have adversely affected our liquidity.
Based on our current operating forecast, existing cash and anticipated cash flows from operations are not expected to be sufficient to fund the Company’s operating requirements and meet its obligations as they become due during the one-year period following the date these financial statements are issued. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s intends to address the Company’s liquidity requirements by:
| ● | Reducing payroll, professional fees, discretionary spending and other operating expenses; | |
| ● | Deferring nonessential capital expenditures and other planned investments; | |
| ● | Pursuing initiatives to increase sales, improve gross margins, obtain new customers and expand sales to existing customers; | |
| ● | Accelerating the collection of amounts receivable and negotiating extended payment terms with certain vendors and creditors; | |
| ● | Seeking additional funding through debt financing, equity financing, strategic investment, or other capital raising transactions; and | |
| ● | Evaluating strategic alternatives, including potential business combinations, asset sales, or other transactions intended to provide additional liquidity. |
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Our ability to successfully execute these plans is subject to significant risks and uncertainties. ln particular, improvements in sales and operating results may not occur within the time frame anticipated by management. The availability and terms of any financing are uncertain and may not be within our control.
Accordingly, management has concluded that its plans do not alleviate the substantial doubt about the Company’s ability to continue as a going concern for the one-year period following the date these financial statements are issued. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern.
Recent Accounting Pronouncements and Adoption
Our company considers the applicability and impact of all Accounting Standard Updates (“ASUs”). ASUs not discussed below were assessed and determined to be either not applicable or are expected to have minimal impact on our balance sheets or statements of operations.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for fiscal years beginning after December 15, 2026. The Company intends to adopt this standard when required and believes it will not have a material effect upon our operations or report in interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.
In July 2025, the FASB issued ASU No. 2025-05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”, which provides all entities, including public business entities, with a practical expedient, which allows the entity to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset when developing reasonable and supportable forecasts as part of estimating expected credit losses. The adoption of this standard did not have a material impact on our financial statements.
Results of Operations
Thirteen Weeks Ended September 26, 2026 Compared with Thirteen Weeks Ended September 27, 2025
Net sales for the thirteen weeks ended September 26, 2026 decreased by $673,000, or 35% to $1,234,000 from net sales of $1,907,000 for the thirteen weeks ended September 27, 2025. Sales of our vegan cheese products decreased to $1,084,000 in the thirteen weeks ended September 26, 2026 from $1,632,000 in the thirteen weeks ended September 27, 2025. Sales of our frozen dessert products decreased to $150,000 in the thirteen weeks ended September 26, 2026 from $275,000 for the thirteen weeks ended September 27, 2025.
Our gross profit increased to $573,000 for the thirteen weeks ended September 26, 2026 from $519,000 for the thirteen weeks ended September 27, 2025. Our gross profit percentage was 46% for the thirteen weeks ending September 26, 2026 compared to 27% for the thirteen weeks ending September 27, 2025. Despite the significant decline in sales, our gross profit and gross profit percentage increased during the current fiscal quarter due to the increase of cheese sales as a percentage of total sales and the significant decline in export sales during the fiscal quarter. Our domestic cheese sales generate our highest margins.
Freight out expense, a significant part of our cost of sales, decreased by $53,000, or 39%, to $83,000, for the thirteen weeks ended September 26, 2026 compared with $136,000 for the thirteen weeks ended September 27, 2025 due primarily to the reduction in sales. Freight out expense was 7% of sales for both the thirteen weeks ended September 26, 2026 and for the thirteen weeks ended September 27, 2025.
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Selling expenses decreased by $52,000, or 24%, to $165,000 for the thirteen weeks ended September 26, 2026 from $217,000 for the thirteen weeks ended September 27, 2025. This decrease was due to decreased travel, entertainment and auto expenses of $10,000, outside warehouse rental expenses of $34,000 and commission expenses of $6,000. The decrease in outside warehouse rental expense was due to the decrease in sales during the current fiscal period.
Marketing expenses increased slightly by $3,000, or 3%, to $98,000 for the thirteen weeks ended September 26, 2026 from $95,000 for the thirteen weeks ended September 27, 2025. The increase was due primarily to increases in promotions expense of $5,000 and advertising expense of $6,000, which were partially offset by decreases in point of sale materials expenses of $5,000 and artwork and plate expense of $4,000. We anticipate that our marketing expenses will continue at the same level for the balance of 2026.
Product development costs decreased slightly by $10,000, or 32%, to $21,000 for the thirteen weeks ended September 26, 2026 from $31,000 for the thirteen weeks ended September 27, 2025 due to a $10,000 decrease in professional fees and outside services expense. We anticipate our product development costs for the balance of the year will decline as compared to the 2025 period.
General and administrative expenses decreased slightly by $8,000, or 3%, to $301,000 for the thirteen weeks ended September 26, 2026 from $309,000 for the thirteen weeks ended September 27, 2025 due to a $10,000 decrease in professional fees and outside service expense.
The Company recorded an income tax expense of $0 for the thirteen weeks ended September 26, 2026 and $4,000 for the thirteen weeks ended September 27, 2025.
Thirty-Nine Weeks Ended September 26, 2026, Compared with Thirty-Nine Weeks Ended September 27, 2025
Net sales for the thirty-nine weeks ended September 26, 2026 decreased by $948,000, or 17%, to $4,579,000 from net sales of $5,527,000 for the thirty-nine weeks ended September 27, 2025. Sales of our vegan cheese products decreased by $709,000 to $4,004,000 in the thirty-nine weeks ended September 26, 2026 from $4,713,000 in the thirty-nine weeks ended September 27, 2025. Sales of our frozen dessert products decreased by $239,000 to $575,000 for the thirty-nine weeks ended September 26, 2026 compared to $814,000 for the thirty-nine weeks ended September 27, 2025.
Our gross profit decreased by $229,000, or 13%, to $1,497,000 for the thirty-nine weeks ended September 26, 2026 from $1,726,000 for the thirty-nine weeks ended September 27, 2025. Our gross profit percentage was 33% for the thirty-nine weeks ending September 26, 2026 compared to 31% for the thirty-nine weeks ended September 27, 2025.
Freight out expense, a significant part of our cost of sales, decreased by $144,000, or 35%, to $273,000, for the thirty-nine weeks ended September 26, 2026 compared with $417,000 for the thirty-nine weeks ended September 27, 2025 primarily due to the reduction in sales. Freight out expense was 6% of sales for the thirty-nine weeks ended September 26, 2026 compared to 8% of sales for the thirty-nine weeks ended September 27, 2025.
Selling and warehouse expenses decreased by $20,000, or 3%, to $602,000 for the thirty-nine weeks ended September 26, 2026 from $622,000 for the thirty-nine weeks ended September 27, 2025. This decrease was due to decreases in travel, entertainment and auto expense of $21,000, outside warehouse rental expense of $51,000 and shipping supplies expense of $7,000, which were partially offset by increases in bad debt expense of $28,000 and meetings and convention expenses of $18,000. The decrease in outside warehouse rental expense was due to the decrease in sales during the current fiscal period.
Marketing expenses decreased by $69,000, or 23%, to $236,000 for the thirty-nine weeks ended September 26, 2026 from $305,000 for the thirty-nine weeks ended September 27, 2025. The decrease was primarily due to decreases in advertising expense of $18,000, artwork and plate expense of $26,000 and promotion expense of $14,000.
Product development costs decreased slightly by $12,000, or 11%, to $101,000 for the thirty-nine weeks ended September 26, 2026 from $113,000 for the thirty-nine weeks ended September 27, 2025.
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General and administrative expenses decreased by $31,000, or 3%, to $948,000 for the thirty-nine weeks ended September 26, 2026 from $979,000 for the thirty-nine weeks ended September 27, 2025, due to a decrease in general insurance expense of $21,000 and professional fees and outside services expenses of $10,000, which were partially offset by an increase in building maintenance and repair expenses of $4,000.
We had an income tax benefit of $5,000 for the thirty-nine weeks ended September 26, 2026 compared to an income tax expense of $12,000 for the thirty-nine weeks ended September 27, 2025.
Liquidity and Capital Resources
During the last few years, we have experienced recurring losses and cash outflows from operations. These conditions have raised substantial doubt about our ability to continue as a going concern.
The accompanying unaudited condensed financial information, in the opinion of management, reflects all adjustments (which include only normally recurring adjustments) necessary to present fairly the Company’s financial position, operating results and cash flows for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The results of operations for the thirteen-week and thirty-nine weeks ended September 26, 2026 are not necessarily indicative of the results to be expected for the full year or any other period.
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of September 26, 2026, we had cash of approximately $138,000. During the last few years, we have experienced recurring losses and cash outflows from operations. For the thirty-nine weeks ended September 26, 2026 our net sales decreased to $4,579,000 from $5,527,000 in the thirty-nine weeks ended September 27, 2025 and we incurred a net loss of $386,000 in the thirty-nine weeks ended September 26, 2026 compared to a net loss of $306,000 for the thirty-nine weeks ended September 27, 2025. As of September 26, 2026, we had approximately $138,000 in cash and our working capital was approximately $1,744,000, compared with approximately $347,000 in cash and working capital of $2,126,000 at December 27, 2025. The Company’s declining sales, increasing operating losses, continuing use of cash in operations, and limited available cash resources have adversely affected our liquidity.
Based on the Company’s current operating forecast, existing cash and anticipated cash flows from operations are not expected to be sufficient to fund the Company’s operating requirements and meet its obligations as they become due during the one-year period following the date these financial statements are issued. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management intends to address the Company’s liquidity requirements by:
| ● | Reducing payroll, professional fees, discretionary spending, and other operating expenses; | |
| ● | Deferring nonessential capital expenditures and other planned investments; | |
| ● | Pursuing initiatives to increase sales, improve gross margins, obtain new customers and expand sales to existing customers; | |
| ● | Accelerating the collection of amounts receivable and negotiating extended payment terms with certain vendors and creditors; | |
| ● | Seeking additional funding through debt financing, equity financing, strategic investment, or other capital raising transactions; and | |
| ● | Evaluating strategic alternatives, including potential business combinations, asset sales, or other transactions intended to provide additional liquidity. |
The Company’s ability to successfully execute these plans is subject to significant risks and uncertainties. ln particular, improvements in sales and operating results may not occur within the time frame anticipated by management. We will need to raise additional working capital from the sale of equity or debt in order to support our operations, for which there is no guarantee that we will be successful. Accordingly, management has concluded that its plans do not alleviate the substantial doubt about the Company’s ability to continue as a going concern for the one-year period following the date these financial statements are issued. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern.
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The following table summarizes our cash flows for the periods presented:
Thirty-nine weeks ended | Thirty-nine weeks ended | |||||||
| September 26, 2026 | September 27, 2025 | |||||||
| Cash provided by (used in) operating activities, net | $ | (203,000 | ) | $ | 174,000 | |||
| Cash (used in) financing activities, net | (6,000 | ) | (6,000 | ) | ||||
| Net increase (decrease) in cash | $ | (209,000 | ) | $ | 168,000 | |||
Net cash used in operating activities for the thirty-nine weeks ended September 26, 2026 was $203,000 compared to net cash provided by operating activities of $174,000 in the thirty-nine weeks ended September 27, 2025. Net cash used in operating activities for the 2026 period was primarily a result of the net loss of $386,000 and a decrease in total liabilities of $303,000, which were partially offset by a decrease in accounts receivable of $392,000. Net cash provided by operating activities for the thirty-nine weeks ended September 27, 2025 was primarily a result of the decrease in accounts receivable of $202,000 and an increase in current liabilities of $595,000 which were partially offset by an increase in inventories of $352,000 and the net loss of $306,000.
Inflation and Seasonality
While we do not believe that our operating results have been materially affected by inflation during the preceding two years, there can be no assurance that our operating results will not be affected by inflation in the future. Although we have not experienced adverse price increases on our imports or exports due to tariffs, there is no guarantee that future tariffs will not negatively impact our business. Our business is subject to minimal seasonal variations with slightly increased sales historically in the second and third quarters of the fiscal year. We expect to continue to experience slightly higher sales in the second and third quarters, and slightly lower sales in the fourth and first quarters, as a result of reduced sales of dairy free frozen desserts during those periods.
Off-balance Sheet Arrangements
None.
Contractual Obligations
We had no material contractual obligations as of September 26, 2026 other than with respect to our headquarters lease.
Recently Issued Accounting Standards
See Note 2 to the unaudited condensed financial statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We do not believe that our exposure to market risk related to the effect of changes in interest rates, foreign currency exchange rates, commodity prices and other market risks with regard to instruments entered into for trading or for other purposes is material.
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures. As of September 26, 2026, our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 26, 2026 because of the material weaknesses in internal control over financial reporting described below.
The material weaknesses related to: (i) a continuing lack of sufficient resources and an insufficient level of monitoring and oversight, which may restrict our ability to gather, analyze and report information relative to the financial statements, including accounting estimates, reserves, allowances and income tax matters, in a timely manner; and (ii) the limited size of our accounting department, which makes it impracticable to achieve an optimum separation of duties and monitoring of internal controls. To date, we have been unable to remediate these weaknesses, which stem from our small workforce.
Changes in Internal Control Over Financial Reporting. There were no changes in our internal control over financial reporting during the thirteen weeks ended September 26, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We are not a party to any material litigation.
Item 1A. Risk Factors
Our ability to operate as a going concern will depend on our ability to improve our operations and to obtain adequate financing.
During the last few years, we have experienced recurring losses and cash outflows from operations and our cash position has declined to $138,000 at September 26, 2026. These conditions have raised substantial doubt about our ability to continue as a going concern. Based on the Company’s current operating forecast, existing cash and anticipated cash flows from operations are not expected to be sufficient to fund the Company’s operating requirements and meet its obligations as they become due during the one-year period following the date these financial statements are issued. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management intends to address the Company’s liquidity requirements by:
| ● | Reducing payroll, professional fees, discretionary spending, and other operating expenses; | |
| ● | Deferring nonessential capital expenditures and other planned investments; | |
| ● | Pursuing initiatives to increase sales, improve gross margins, obtain new customers and expand sales to existing customers; | |
| ● | Accelerating the collection of the amounts receivable and negotiating extended payment terms with certain vendors and creditors; | |
| ● | Seeking additional funding through debt financing, equity financing, strategic investment or other capital raising transactions; and | |
| ● | Evaluating strategic alternatives, including potential business combinations, asset sales, or other transactions intended to provide additional liquidity. |
Our ability to successfully execute these plans is subject to significant risks and uncertainties. In particular, improvements in sales and operating results may not occur within the time frame anticipated by management and there is no guarantee that we will be successful in raising additional capital.
Increased commodity costs could decrease our profit margins which could adversely affect our business.
Our profitability depends, in part, on our ability to anticipate and react to changes in the price and availability of food commodities. Prices may be affected due to market changes, increased competition, the general risk of inflation, the impacts of tariffs or the responses of other governments, consumers or suppliers to U.S. imposed tariffs, shortages or interruptions in supply due to weather, disease or other conditions beyond our control, or other reasons. While we have been able to partially offset inflation and other changes in the costs of commodities by increasing prices, there can be no assurance that we will be able to continue to do so in the future.
Additionally, with elevated inflationary pressures across the business, we face an above average risk that we will have to renegotiate contracts and agreements with suppliers on a more frequent basis. Shortened windows of certainty can impact our ability to plan our business from a supply and profitability perspective and we face greater risk of margin volatility.
There have been no other material changes to the Company’s “Risk Factors” set forth in its Annual Report on Form 10-K for the year ended December 27, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
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Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
During
the thirteen weeks ended September 26, 2026, no director or executive officer of the Company
Item 6. Exhibits
| 31.1 | Certification by Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended. | |
| 31.2 | Certification by Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended. | |
| 32.1 | Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2 | Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Schema Document | |
| 101.CAL | Inline XBRL Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Definition Linkbase Document | |
| 101.LAB | Inline XBRL Labels Linkbase Document | |
| 101.PRE | Inline XBRL Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TOFUTTI BRANDS INC. | |
| (Registrant) | |
| /s/ Steven Kass | |
| Steven Kass | |
| Chief Executive Officer | |
| Chief Accounting and Financial Officer | |
| Date: November 10, 2026 |
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