{"url_path":"/sec/mama/8-k/2026-07-01/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 **","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":948,"has_tables":true,"body_markdown":"**Item 8.01**\n**Other Events.**\n\n \n\n**Press\nRelease – Launch of Offering**\n\n \n\nOn\nJune 29, 2026, the Company issued a press release announcing that it had launched the Offering. A copy of this press release is filed\nas Exhibit 99.3 hereto and is incorporated herein by reference.\n\n \n\n**Press\nRelease – Pricing of Offering**\n\n \n\nOn\nJune 29, 2026, the Company issued a press release announcing that it priced the Offering. A copy of this press release is filed as Exhibit\n99.4 hereto and is incorporated herein by reference.\n\n \n\n**Risk\nFactor Update**\n\n \n\nThe\nfollowing risk factors are provided to update and supplement the risk factors of the Company previously disclosed under the heading “Risk\nFactors” in the Company’s Annual Report on Form 10-K for the year ended January 31, 2026 and the Company’s Quarterly\nReport on Form 10-Q for the quarter ended April 30, 2026.\n\n \n\n \n\n \n\n \n\n**We\nmay be unable to successfully integrate the Crown I Carve Out Business into our business or achieve the anticipated benefits or synergies\nof the Crown I Acquisition.**\n\n \n\nOn\nSeptember 2, 2025, Crown 1 Foods, Inc., a Nevada corporation and wholly owned subsidiary of the Company, acquired substantially all of\nthe assets of Crown I Enterprises, Inc. (the “Crown I Carve Out Business,” and such acquisition, the “Crown I Acquisition”).\nOur ability to achieve the anticipated benefits or synergies of the Crown I Acquisition will depend in part upon whether we can integrate\nthe Crown I Carve Out Business into our existing business in an efficient and effective manner. We may not be able to accomplish this\nintegration process successfully.\n\n \n\nIn\naddition, any potential unknown liabilities, liabilities that are significantly larger than we currently anticipate, and unforeseen increased\nexpenses or delays associated with the Crown I Acquisition, including cash costs of integration, may exceed what we currently anticipate.\nAny one of these factors could result in increased costs, decreased benefits, and diversion of management’s attention, which could\nmaterially impact our business, financial condition, and results of operations. In addition, even following successful integration, the\nanticipated benefits or synergies of the Crown I Acquisition may not be realized fully, or at all, or may take longer to realize than\nexpected.\n\n \n\n**Challenges\nidentifying, completing, or integrating acquisitions could hinder our growth and profitability.**\n\n \n\nWe\nperiodically pursue acquisitions of businesses’ assets as part of our strategy to expand our operations and enhance profitability.\nThis strategy focuses on identifying companies with manufacturing capabilities or product portfolios that complement our existing operations.\nAlthough we routinely evaluate potential acquisition opportunities, there is no assurance that we will identify suitable targets, reach\nagreements on acceptable terms, or successfully integrate any acquisitions we complete.\n\n \n\nOur\nacquisition strategy involves significant risks and uncertainties. Competitive dynamics may increase purchase prices or limit our ability\nto complete transactions. We may lack the financial resources required for future acquisitions, or we may inaccurately assess a target’s\nvalue or fail to identify certain risks and liabilities. Acquisitions can also divert management’s attention from ongoing operations,\nplace additional demands on our personnel, increase our leverage, or dilute existing stockholders.\n\n \n\nEven\nwhen acquisitions are completed, integration efforts may present substantial challenges. These may include the inability to achieve anticipated\nfinancial or operational objectives, increased pressure on our personnel and systems, the need to modify or expand internal processes\nand workforce, and the impact of amortizing acquired intangible assets, which will reduce future reported earnings. Integration activities\nmay also temporarily affect cash flows or operating results, and create risks related to retaining key employees of the acquired business.\nFailure to effectively manage these risks could adversely affect our business.\n\n \n\n**Financial\nStatements of Business Acquired**\n\n** **\n\nThe\naudited financial statements of the Crown I Carve-Out Business as of June 28, 2025 and for the fiscal year then ended, as previously\nfiled by the Company, are filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.\n\n \n\n**Pro\nForma Financial Information**\n\n \n\nOn\nJune 29, 2026, the Company published supplemental pro forma financial information reflecting the Company’s results of operations\nand financial condition, giving effect to the Crown I Acquisition, for the twelve months ended January 31, 2026. A copy of the pro forma\nfinancial information is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.\n\n \n\n \n\n \n\n \n\n**Forward-Looking\nStatements**\n\n \n\nThis\nCurrent Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act\nand Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), including but not limited to statements regarding\nthe Offering, the Company’s expectations regarding the expected net proceeds from the Offering and the use of those net proceeds.\nThese forward-looking statements are based on the Company’s current assumptions, expectations and beliefs and are subject to substantial\nrisks, uncertainties, assumptions and changes in circumstances that may cause the Company’s plans to differ materially from those\nexpressed or implied in any forward-looking statement. These risks include, but are not limited to, market risks, trends and conditions,\nand those risks described in the Company’s filings with the SEC from time to time, particularly under the captions “Risk\nFactors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” including\nthe Annual Report on Form 10-K for the fiscal year ended January 31, 2026, the Quarterly Report on Form 10-Q for the fiscal quarter ended\nApril 30, 2026 and subsequent filings with the SEC. Copies of these documents may be obtained by visiting the SEC’s website at\nwww.sec.gov. These forward-looking statements represent the Company’s estimates and assumptions only as of the date of this Current\nReport on Form 8-K. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required\nby law."}