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Mama’s Creations Inc 2025年度报告

2026-04-14 美股财报 艳阳天Cathy
报告封面

FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended January 31, 2026 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 MAMA'S CREATIONS, INC.(Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: Securities Registered Pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter periodthat the registrant was required to submit and post such files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filerAccelerated filerEmerging Growth CompanyNon-accelerated filerSmaller reporting company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesNo The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on July 31, 2025,based on a closing price of $8.26 was approximately $312,426,240. As of April14, 2026, there were 40,657,000 shares of the registrant's common stock outstanding. Documents Incorporated by Reference: The information called for by Part III will be incorporated by reference from the Registrant'sdefinitive Proxy Statement for its Annual Meeting of Stockholders to be filed pursuant to Regulation 14A or will be included in anamendment to this Form 10-K. Table of Contents ITEM 1. BUSINESS.3ITEM 1A. RISK FACTORS.7ITEM 1B. UNRESOLVED STAFF COMMENTS.16ITEM 1C. CYBERSECURITY.16ITEM 2. PROPERTIES.17ITEM 3. LEGAL PROCEEDINGS.17ITEM 4. MINE SAFETY DISCLOSURES.17 ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES.17ITEM 6. [RESERVED].18ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS.18ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.23ITEM 8. FINANCIAL STATEMENTS.23ITEM9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE.23ITEM 9A. CONTROLS AND PROCEDURES.24ITEM 9B. OTHER INFORMATION.25ITEM 9C. DISCLOSURE REGARDING FOREIGN Jurisdictions THAT PREVENT INSPECTIONS.25 FORWARD LOOKING STATEMENTS Certain matters contained in this filing with the United States Securities and Exchange Commission (“SEC”) may contain forward-looking statements and are being made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of1995. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure youthat the expectations reflected in these forward-looking statements will prove to be correct. Our actual results could differ materiallyfrom those antic