{"url_path":"/sec/mama/8-k/2026-07-01/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-01","source_url":"https://www.sec.gov/Archives/edgar/data/1520358/0001493152-26-031561-index.html","accession_number":"0001493152-26-031561","cik":"0001520358","ticker":"MAMA","issuer_name":"Mama's Creations, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1520358/0001493152-26-031561-index.html","primary_entity_key":"0001520358","primary_entity_name":"Mama's Creations, Inc."},"word_count":483,"has_tables":true,"body_markdown":"**Item 1.01**\n**Entry into\na Material Definitive Agreement.**\n\n \n\nOn\nJune 29, 2026, Mama’s Creations, Inc. (“we,” “our,” or the “Company”) entered into an underwriting\nagreement (the “Underwriting Agreement”) with William Blair & Company, L.L.C., and D.A. Davidson & Co., as representatives\nof the several underwriters named therein (collectively, the “Underwriters”), agreeing, subject to customary conditions,\nto issue and sell in a public offering 5,555,556 shares (the “Shares”) of the Company’s common stock, par value $0.00001\nper share (the “Common Stock”) at a price to the public of $18.00 per share (the “Offering”). In addition, pursuant\nto the Underwriting Agreement, the Company granted the Underwriters an option to purchase up to an additional 833,333 shares of Common\nStock (the “Option Shares”), less underwriting discounts and commissions, at the public offering price, solely to cover over-allotments.\nThe Offering was completed on July 1, 2026.\n\n \n\nThe\nnet proceeds from the Offering, after deducting underwriting discounts and commissions and offering expenses, were approximately $94.0\nmillion. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes. The Company\nmay also use a portion of the proceeds for the acquisition of businesses or other assets that the Company believes are complementary\nto its business, although the Company currently has no agreements or commitments with respect to any such transaction.\n\n \n\nThe\nCompany made certain customary representations, warranties and covenants concerning the Company, the registration statement and the Prospectus\nSupplement in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities\nunder the Securities Act of 1933, as amended (the “Securities Act”). The representations, warranties and covenants contained\nin the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of\nthe parties to such agreement and may be subject to limitations agreed upon by such parties.\n\n \n\nThe\nOffering is being made pursuant to a prospectus supplement, dated June 29, 2026, filed with the Securities and Exchange Commission (the\n“SEC”) on June 30, 2026 and an accompanying base prospectus that forms a part of the registration statement on Form S-3 (File\nNo. 333-297120). This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any of the\nShares or the Option Shares.\n\n \n\nThe\nforegoing description of the Underwriting Agreement does not purport to be a complete description of the rights and obligations of the\nparties thereunder, and is qualified in its entirety by reference to the full text of the Underwriting Agreement that is filed as Exhibit\n1.1 to this Current Report on Form 8-K and is incorporated by reference herein. A copy of the opinion of Brownstein Hyatt Farber Schreck,\nLLP, relating to the validity of the Shares and the Option Shares under Nevada law, is filed as Exhibit 5.1 to this Current Report on\nForm 8-K."}