# Mama's Creations, Inc.: Form 10-Q for the period ended Oct 31, 2025

- Company: [Mama's Creations, Inc.](/companies/mama.md) (CIK 1520358)
- Form: 10-Q
- Filed: 2025-12-08
- Accepted by EDGAR: Dec 8, 2025, 16:08 ET
- Period: 2025-10-31
- Accession: 0001628280-25-055809
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1520358/000162828025055809/mama-20251031.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1520358/000162828025055809/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-10-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-08-01 to 2025-10-31 | $47.3m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 9 months, 2025-02-01 to 2025-10-31 | $117.7m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2025-08-01 to 2025-10-31 | $36.1m | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 9 months, 2025-02-01 to 2025-10-31 | $88.6m | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2025-08-01 to 2025-10-31 | $11.1m | us-gaap:GrossProfit |
| Gross profit | 9 months, 2025-02-01 to 2025-10-31 | $29.1m | us-gaap:GrossProfit |
| Research and development | 3 months, 2025-08-01 to 2025-10-31 | $80.0k | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 9 months, 2025-02-01 to 2025-10-31 | $208.0k | us-gaap:ResearchAndDevelopmentExpense |
| Selling, general and administrative | 3 months, 2025-08-01 to 2025-10-31 | $10.2m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 9 months, 2025-02-01 to 2025-10-31 | $24.8m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2025-08-01 to 2025-10-31 | $823.0k | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2025-02-01 to 2025-10-31 | $4.1m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2025-08-01 to 2025-10-31 | $156.0k | us-gaap:InterestExpenseNonoperating |
| Interest expense | 9 months, 2025-02-01 to 2025-10-31 | $321.0k | us-gaap:InterestExpenseNonoperating |
| Income tax | 3 months, 2025-08-01 to 2025-10-31 | $186.0k | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2025-02-01 to 2025-10-31 | $834.0k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-08-01 to 2025-10-31 | $540.0k | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2025-02-01 to 2025-10-31 | $3.1m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-08-01 to 2025-10-31 | $0.01 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2025-02-01 to 2025-10-31 | $0.08 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-08-01 to 2025-10-31 | $0.01 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2025-02-01 to 2025-10-31 | $0.08 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-08-01 to 2025-10-31 | 41,860,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2025-02-01 to 2025-10-31 | 40,546,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2025-02-01 to 2025-10-31 | $8.2m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months, 2025-02-01 to 2025-10-31 | $1.2m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2025-10-31 | $18.1m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-10-31 | $41.0m | us-gaap:AssetsCurrent |
| Total assets | at 2025-10-31 | $84.0m | us-gaap:Assets |
| Current liabilities | at 2025-10-31 | $22.1m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-10-31 | $34.4m | us-gaap:Liabilities |
| Shareholders' equity | at 2025-10-31 | $49.6m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 18,070 characters.

The following management's discussion and analysis should be read in conjunction with our annual report on Form 10-K for the fiscal year ended January 31, 2025, the Condensed Consolidated Financial Statements and notes thereto contained in this report, as well as our subsequent reports on Form 10-Q and Form 8-K and any amendments to such reports.

### Overview

Mama’s Creations, Inc. is a leading marketer, manufacturer, and distributor of fresh deli prepared foods, found in over 10,000 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.

On September 2, 2025, Crown 1 Foods, Inc. (formerly "Jubilee Acquisition, Inc."), a Nevada corporation and wholly owned direct subsidiary of the Company, acquired substantially all of the assets of Crown 1, a full-service manufacturer of value-added proteins and ready-to-heat meals, for $17.5 million, subject to working capital adjustments, cash payment.

### CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this report are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Exchange Act. The forward-looking statements involve substantial risks and uncertainties. All statements, other than statements related to present facts or current conditions or of historical facts, contained in this report, including statements regarding our strategy, future operations, future financial position, future revenues, and projected costs, prospects, plans and objectives of management, are forward-looking statements. Accordingly, these statements involve estimates, assumptions and uncertainties which could cause actual results to differ materially from those expressed in them. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” or the negative of these terms or other comparable terminology are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

Forward-looking statements are not guarantees of future performance and our actual results could differ materially from the results discussed in the forward-looking statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include:

- the adequacy of our liquidity to pursue our business objectives;
- reliance on a limited number of customers;
- pricing pressures in the market and lack of control over the pricing of raw materials and freight;
- adverse economic conditions or intense competition;
- entry of new competitors and products;
- adverse federal, state and local government regulation (including, but not limited to, the Food and Drug Administration);
- liability related to the consumption of our products;
- supply chain disruptions due to global economic uncertainty, weather, natural disaster, fire, terrorism, pandemic, strikes, or otherwise;
- loss or retirement of key executives, including prior to identifying a successor;
- ability to secure placement of our products in key retail locations;
- maintenance of quality control;
- ability to timely realize the expected benefits of recent acquisitions and unanticipated or higher than anticipated integration expenses;
- wage and price inflation; and
- issues related to the enforcement of our intellectual property rights.

For more information regarding these risks and uncertainties as well as certain additional risks that we face, you should refer to “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K, and to subsequent reports filed from time to time with the SEC. We caution you not to place undue reliance on these forward-looking statements, which are current only as of the date on which we issued this report. We do not intend to, and we disclaim any duty or obligation to, update or revise any forward-looking statements to reflect new information or future events or for any other reason.

### Results of Operations for the Three Months Ended October 31, 2025 and 2024

The following table sets forth the summary of the Condensed Consolidated Statements of Operations for the three months ended October 31, 2025 and 2024 (in thousands):

|  | For the Three Months Ended October 31, 2025 | October 31, 2024 |
| --- | ---: | ---: |
| Net sales | $47,269 | $31,523 |
| Costs of sales | 36,133 | 24,410 |
| Gross Profit | 11,136 | 7,113 |
| Operating Expenses | 10,313 | 6,550 |
| Other Expenses, net | (97) | (25) |
| Income Tax Expense | (186) | (128) |
| Net Income | $540 | $410 |

For the three months ended October 31, 2025 and 2024, the Company reported net income of approximately $0.5 million and $0.4 million, respectively. The change in net income between the three months ended October 31, 2025 and 2024 is due to the changes in net sales, costs of sales and operating expenses described below.

*Net sales:* Net Sales increased by approximately 50%, to $47.3 million, during the three months ended October 31, 2025, from $31.5 million during the three months ended October 31, 2024. The increase in sales is primarily due to the acquisition of the Crown 1 business, which contributed approximately $10.0 million in net sales, volume gains at our existing customers, driven by successful trade and marketing promotions that drove velocity acceleration, selling in new items to existing customers and the introduction of new customers.

*Costs of sales:* Costs of sales increased by approximately 48%, to $36.1 million, or 76% of Net Sales, during the three months ended October 31, 2025, from $24.4 million, or 77% of Net Sales, during the three months ended October 31, 2024. The increase in cost of sales is due to higher sales, partially offset by increased operational efficiencies resulting from increased overhead, labor and procurement efficiencies.

*Gross Profit Margin:* The gross profit margin was 24% and 23% of net sales for the three months ended October 31, 2025 and 2024, respectively. The year-over-year margin rate improvement was driven by overhead, labor and procurement efficiencies.

*Operating Expenses:* Operating expenses increased approximately $3.8 million during the three months ended October 31, 2025, as compared to the three months ended October 31, 2024. The change in total operating expenses are primarily attributable to the following:

- Professional fees increased by approximately $1.2 million, primarily due to third party fees associated with the acquisition of the Crown 1 business;
- Payroll and Related Expenses, inclusive of stock-based compensation, increased by approximately $1.1 million mainly related to new executive hires and variable compensation arrangements;
- Freight-related expenses increased by approximately $518 thousand mainly due to increased sales;
- Commission and royalty expenses increased by approximately $458 thousand due to increased sales;
- Advertising expenses increased by approximately $93 thousand due to new marketing strategies and enhanced distribution of our existing products; and
- Other operating expenses increased by approximately $285 thousand due to additional travel, IT, and office expenses.

*Other Expenses, net:* Other expenses, net increased by approximately $72 thousand, to $97 thousand, for the three months ended October 31, 2025, as compared to $25 thousand for the three months ended October 31, 2024. The increase is primarily due to higher interest expense, which is due to a higher debt balance associated with the Crown Note.

### Results of Operations for the Nine Months Ended October 31, 2025 and 2024

The following table sets forth the summary of the Condensed Consolidated Statements of Operations for the nine months ended October 31, 2025 and 2024 (in thousands):

|  | For the Nine Months Ended October 31, 2025 | October 31, 2024 |
| --- | ---: | ---: |
| Net Sales | $117,727 | $89,743 |
| Costs of Sales | 88,636 | 68,288 |
| Gross Profit | 29,091 | 21,455 |
| Operating Expenses | 24,990 | 18,507 |
| Other Expenses, net | (213) | (129) |
| Income Tax Expense | (834) | (708) |
| Net Income | $3,054 | $2,111 |

For the nine months ended October 31, 2025 and 2024, the Company reported net income of approximately $3.1 million and $2.1 million, respectively. The change in net income between the nine months ended October 31, 2025 and 2024 is due to the changes in net sales, costs of sales and operating expenses described below.

*Net sales:* Net Sales increased by approximately 31%, to $117.7 million, during the nine months ended October 31, 2025, from $89.7 million during the nine months ended October 31, 2024. The increase in sales is primarily due to volume gains, which were driven by new products sold into existing customers, successful trade and marketing promotions, which drove velocity acceleration, and initial entry into new customers, as well as the acquisition of the Crown 1 business, which contributed approximately $10.0 million in net sales.

*Costs of sales:* Costs of sales increased by approximately 30%, to $88.6 million, or 75% of Net Sales, during the nine months ended October 31, 2025, from $68.3 million, or 76% of Net Sales, during the nine months ended October 31, 2024. The increase in costs of sales is due to higher sales volume, partially offset by increased operational efficiencies driven by increased overhead, labor, and procurement efficiencies.

*Gross Profit Margin:* The gross profit margin was 25% and 24% for the nine months ended October 31, 2025 and 2024, respectively. The year-over-year margin rate improvement was driven by overhead, labor and procurement efficiencies, partially offset by increases in commodity costs.

*Operating Expenses:* Operating expenses increased approximately $6.5 million during the nine months ended October 31, 2025, as compared to the nine months ended October 31, 2024. The change in total operating expenses is primarily attributable to the following:

- Payroll and Related Expenses, inclusive of stock-based compensation, increased by approximately $2.7 million, primarily related to new executive hires and variable compensation arrangements;
- Commission and royalty expenses increased by approximately $1.1 million due to increased sales.
- Advertising expenses increased by approximately $799 thousand due to new marketing strategies and enhanced distribution of existing products;
- Freight-related expenses increased by approximately $791 thousand primarily due to increased sales;
- Professional fees and director-related expenses increased by approximately $668 thousand primarily due to expenses associated with the acquisition of the Crown 1 business, partially offset by the absence of the prior year $900 thousand director settlement expense; and
- Other operating expenses increased by approximately $340 thousand due to additional travel, IT, and office expenses.

*Other Expenses, net:* Other expenses, net increased by approximately $84 thousand, to $213 thousand, for the nine months ended October 31, 2025, as compared to $129 thousand for the nine months ended October 31, 2024. The increase is primarily due to higher interest expense, which is due to a higher debt balance associated with the Crown Note.

### Liquidity and Capital Resources

We finance our operations with internally generated funds, supplemented by credit arrangements with third parties and, potentially, capital market financing.

#### Working Capital

The following table summarizes total current assets, liabilities and working capital at October 31, 2025 compared to January 31, 2025 (in thousands):

|  | October 31, 2025 | January 31, 2025 | Change |
| --- | ---: | ---: | ---: |
| Current Assets | $40,963 | $21,877 | $19,086 |
| Current Liabilities | 22,128 | 17,025 | 5,103 |
| Working Capital | $18,835 | $4,852 | $13,983 |

As of October 31, 2025, we had working capital of approximately $18.8 million as compared to working capital of approximately $4.9 million as of January 31, 2025. The increase in working capital is primarily attributable to an increase of cash and cash equivalents of approximately $10.9 million, an increase in inventory of approximately $5.5 million, an increase in accounts receivable of approximately $2.9 million, and a decrease in related party promissory notes of $1.5 million, partially offset by an increase in accounts payable and accrued expenses of approximately $6.4 million and an increase in operating lease liabilities of approximately $798 thousand.

#### Cash Flows

The following table summarizes the key components of our cash flows for the nine months ended October 31, 2025 and 2024 (in thousands);

|  | For the Nine Months Ended October 31, 2025 | 2024 |
| --- | ---: | ---: |
| Net Cash Provided by Operating Activities | $8,200 | $6,034 |
| Net Cash Used in Investing Activities | (18,747) | (5,022) |
| Net Cash Provided by (Used in) Financing Activities | 21,465 | (2,715) |
| Net Increase (Decrease) in Cash | 10,918 | (1,703) |
| Cash and cash equivalents, beginning of period | 7,150 | 11,022 |
| Cash and cash equivalents, end of period | $18,068 | $9,319 |

#### Operating activities

Net cash provided by operating activities for the nine months ended October 31, 2025 was approximately $8.2 million, which consisted of net income of approximately $3.1 million and non-cash expenses of approximately $5.0 million, partially offset by an increase in operating assets and liabilities of approximately $0.2 million.

Net cash provided by operating activities for the nine months ended October 31, 2024 was approximately $6.0 million, which consisted of net income of approximately $2.1 million and non-cash expenses of approximately $3.0 million, partially offset by an increase in operating assets and liabilities of approximately $1.0 million.

#### Investing activities

Net cash used in investing activities for the nine months ended October 31, 2025 was approximately $18.7 million and consisted of the purchase of Crown 1 and other purchases of fixed assets.

Net cash used in investing activities for the nine months ended October 31, 2024 was approximately $5.0 million, and consisted of purchases of fixed assets.

#### Financing activities

Net cash provided by financing activities for the nine months ended October 31, 2025 was approximately $21.5 million and consisted of net proceeds from the sale of common stock of approximately $18.9 million and proceeds from the Crown Note of approximately $18.8 million, partially offset by approximately $16.0 million of payments on the Term Loan and approximately $0.3 million payments on finance leases.

Net cash used in financing activities for the nine months ended October 31, 2024 was approximately $2.7 million and consisted of approximately $1.2 million payment on a related party note, $1.3 million of payments on the Term Loan and approximately $0.3 million payments on finance leases.

#### Credit Facility

As of October 31, 2025, we had no borrowings outstanding under our Credit Agreement and approximately $5.9 million outstanding under our Term Loan Agreement with M&T Bank ("M&T"). The Term Loan Agreement has a maturity date of October 1, 2030. In addition, we have a payment of $750 thousand (plus accrued interest) due on December 29, 2025, pursuant to the promissory notes issued to the sellers of T&L and Olive Branch, as discussed in Item 1, Note 1. We also have operating leases for offices and other facilities used for our operations and finance leases comprised primarily of machinery and equipment leases, as discussed in Item 1. Note 11.

#### Liquidity and capital requirements outlook

Although the expected revenue growth and control of expenses leads management to believe that it is probable that the Company’s cash resources will be sufficient to meet its cash requirements through at least the next twelve months, based on current and projected levels of operations, the Company may require additional funding to finance growth or achieve its strategic objectives. If such financing is required, there can be no assurance that financing will be available in amounts or on terms acceptable to the Company, if at all. In the event funding is not available on reasonable terms, the Company might be required to change its growth strategy and/or seek funding on an alternative basis, but there is no guarantee it will be able to do so.

### Recent Accounting Pronouncements

See Note 2 of Notes to Unaudited Condensed Consolidated Financial Statements for accounting pronouncements issued but not yet adopted that may impact the Company’s condensed consolidated financial position, earnings, cash flows or disclosures.

### Critical Accounting Estimates and Policies

Other than as set forth below, there have been no material changes to the critical accounting estimates previously described in our Form 10-K for the fiscal year ended January 31, 2025.

The Company applies the provisions of ASC Topic 805, Business Combinations (“ASC 805”) in the accounting for acquisitions of businesses. ASC 805 requires the Company to use the acquisition method of accounting by recognizing the identifiable tangible and intangible assets acquired and liabilities assumed, measured at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the aforementioned amounts. Acquisition costs are expensed as incurred and recorded in selling, general and administrative expenses in the consolidated statements of operations.

## Market risk

As filed, 1,773 characters.

### Interest Rate Risk

We are exposed to market risk for changes in interest rates related to principal amount of the T&L Note and Credit Agreement. The principal amount of the Crown Note and Credit Agreement is subject to rates based on the Secured Overnight Financing Rate plus a spread based on leverage. As of October 31, 2025 and January 31, 2025, the outstanding balance of the T&L Note was approximately $0 and $2.9 million, respectively. As of October 31, 2025 and January 31, 2025, the outstanding balance of the Crown Note was approximately $5.9 million and $0, respectively. A 1% change in the effective interest rate applied to the T&L Note would have resulted in a pre-tax interest expense fluctuation of approximately $59 thousand on an annualized basis. A 1% change in the effective interest rate applied to the Credit Agreement would not have resulted in a pre-tax interest expense fluctuation as there were no borrowings on the agreement.

### Commodity Price Risk

We purchase raw materials, supplies and other commodities for use in our operations based on prices established with our suppliers. Many of the commodities purchased by us are subject to volatility due to market supply and demand factors outside of our control, including the price of other commodities, trade policy, and other factors. To manage this risk in part, we enter into fixed-price purchase commitments for certain commodities. We believe that substantially all of the raw materials and supplies we purchase are available from alternate sources. We may or may not have the ability to increase our selling prices in response to commodity price increases. A 1.0% increase in commodity prices would negatively impact costs of sales by approximately $945 thousand on an annualized basis.

## Controls and procedures

As filed, 6,290 characters.

#### Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934), as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that we file under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, who serve as our principal executive officer and our principal financial officer, respectively, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well-designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Due to the inherent limitations of control systems, not all misstatements may be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. Controls and procedures can only provide reasonable, not absolute, assurance that the above objectives have been met.

As of October 31, 2025, we evaluated, with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective, at the reasonable assurance level, in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

#### Remediation of Material Weakness in Internal Control Over Financial Reporting

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

As disclosed in our annual report on Form 10-K for the fiscal year ended January 31, 2025, our management identified material weaknesses in our internal control over financial reporting relating to (1) inadequate segregation of duties between the IT and accounting functions, (2) not maintaining adequate support for authorization and approval of certain transactions recorded in the Company’s IT systems, including those obtained through electronic data interface, and (3) inadequate documentation of review procedures, including those associated with level of precision, investigating and resolving outliers, and evaluating the completeness and accuracy of information produced by the entity, including those obtained from certain service organizations which require that complementary user entity controls are suitably designed and operating effectively.

None of the identified material weaknesses resulted in a material misstatement to our annual or interim consolidated financial statements for the year ended January 31, 2025. However, because the underlying deficiencies could have resulted in a material misstatement, management determined that each constitutes a material weakness.

We are committed to establishing and maintaining effective internal control over financial reporting and promptly remediating the identified material weaknesses. Management continues to work to strengthen supporting procedures and documentation to ensure a strong control environment.

To address the identified material weaknesses, remediation actions are in the process of being implemented during the fiscal year ending January 31, 2026, including the following:

- review and enhancement of the structure of our organization, including our finance and information technology functions, to clarify roles and responsibilities and ensure appropriate segregation of duties;
- enhancement of the documentary support for authorization and approval of transactions recorded in the Company’s IT systems, including those obtained through electronic data interface;
- continued evaluation of existing personnel and their roles and responsibilities, with appropriate realignments and supplemental internal and external personnel and resources focused on ensuring compliance with our policies and procedures and reliable evidence and documentation of the same.

Management believes the actions described above will strengthen our internal control over financial reporting and will be sufficient to remediate the identified material weaknesses as soon as January 31, 2026. However, there can be no guarantee that such remediation efforts will be sufficient by the end of the current fiscal year or at all. Management will continue to monitor the effectiveness of the Company’s procedures and internal control over financial reporting and intends to make further changes as may be necessary or appropriate to reasonably ensure their effectiveness.

#### Changes in Internal Control over Financial Reporting

Except as described above, there were no changes in our internal control over financial reporting, that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 3,057 characters.

Other than as set forth below, there have been no material changes to the risk factors previously described in Part I, Item 1A of our Form 10-K for the fiscal year ended January 31, 2025.

**We have broad discretion in the use of the net proceeds from the Private Placement and may not use them effectively.**

We cannot specify with certainty the particular uses of the net proceeds we received from the Private Placement. Our management will have broad discretion in the application of the net proceeds. Our management may spend a portion of all of the net proceeds in ways that our stockholders may not desire or that may not yield a favorable return. The failure by our management to apply these funds effectively could harm our business, financial condition, results of operations and prospects. Pending their use, we may invest the net proceeds from the Private Placement in a manner that does not produce income or that loses value.

**The market price of our common stock may decline as a result of our acquisition of the Crown 1 business.**

The market price of our common stock may decline as a result of the Acquisition for a number of reasons if:

- investors react negatively to the prospects of the combined organization’s business;
- the effect of the Acquisition on the combined organization’s business and prospects is not consistent with the expectations of financial or industry analysts; or
- the combined organization does not achieve the perceived benefits of the Merger as rapidly or to the extent anticipated by financial or industry analysts.

**We face significant penalties and damages in the event one or more registration statements registering the resale of certain shares of common stock are not available for the sale of such shares.**

In connection with the Private Placement, the Company and the purchasers entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to file an initial registration statement with the SEC no later than 90 days after the closing date for purposes of registering the resale of the shares, to use its reasonable best efforts to have such Registration Statement declared effective no later than the 75th calendar day following the filing date of the Registration Statement, and to keep the Registration Statement effective until the date that all registrable securities covered by the Registration Statement (i) have been resold or (ii) may be resold without regard to any volume or manner-of-sale limitations by reason of Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144.

In the event any required registration statements is not declared effective timely, is suspended or terminated after effectiveness, or we otherwise fail to meet certain requirements set forth in the Registration Rights Agreement, we could be required to pay significant penalties which could adversely affect our cash flow and cause our common stock to decline in value.

Filed Dec 8, 2025.
Source: SEC EDGAR, the filing index for accession 0001628280-25-055809. Last ingested by Listed: Oct 30, 2026, 12:04 ET. No prices; not investment advice.