{"url_path":"/sec/mama/proxy/2026-05-18/000149315226024239","section_key":"body","section_title":"DEF 14A body","topic":"sec","document":{"doc_type":"DEF 14A","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/1520358/0001493152-26-024239-index.html","accession_number":"0001493152-26-024239","cik":"0001520358","ticker":"MAMA","issuer_name":"Mama's Creations, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1520358/0001493152-26-024239-index.html","primary_entity_key":"0001520358","primary_entity_name":"Mama's Creations, Inc."},"word_count":19419,"has_tables":true,"body_markdown":"false\n0001520358\nDEF 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AND EXCHANGE COMMISSION********Washington, D.C. 20549**\n\n** **\n\n**SCHEDULE\n14A**\n\n** **\n\nProxy\nStatement Pursuant to Section 14(a) of\n\nthe Securities Exchange Act of 1934\n\n \n\nFiled\nby the Registrant ☒\n\n \n\nFiled\nby a Party other than the Registrant ☐\n\n \n\nCheck\nthe appropriate box:\n\n \n\n☐Preliminary\nProxy Statement\n\n \n\n☐**Confidential,\nFor Use of the Commission Only (as permitted by Rule 14a-6(e)(2))**\n\n \n\n☒Definitive\nProxy Statement\n\n \n\n☐Definitive\nAdditional Materials\n\n \n\n☐Soliciting\nMaterial Pursuant to §240.14a-12\n\n \n\n**MAMA’S\nCREATIONS, INC.**\n\n \n\n(Name\nof Registrant as Specified in Its Charter)\n\n \n\n \n\n \n\n(Name\nof Person(s) Filing Proxy Statement, if other than the Registrant)\n\n \n\nPayment\nof Filing Fee (Check the appropriate box):\n\n \n\n☒No\nfee required.\n\n \n\n☐Fee\ncomputed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.\n\n \n\n☐Fee\ncomputed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and\n0-11\n\n \n\n \n\n \n\n \n\n \n\n \n\n**MAMA’S\nCREATIONS, INC.**25 Branca Road\n\nEast Rutherford, New Jersey 07073\n\n(201) 531-1212\n\n \n\n**NOTICE\nOF ANNUAL\nMEETING OF STOCKHOLDERS\nTO BE HELD JULY 2, 2026**\n\n \n\nFellow\nStockholders:\n\n \n\nYou\nare cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Mama’s Creations, Inc.,\na Nevada corporation, which will be held on July 2, 2026, at 11:30 A.M. Eastern. The Annual Meeting will be a virtual meeting to be held\nas a listen-only conference call by calling 877-407-3088 (Toll Free). The meeting will be held solely by remote communication, and there\nwill not be a physical meeting location. If you encounter any technical difficulties with the virtual meeting platform on the meeting\nday, please call 877-804-2062 (toll free) or email proxy@equitystock.com.\n\n \n\nThe\nmeeting will be held for the following purposes:\n\n \n\n1.election\nof five (5) directors;\n\n \n\n2.ratification\nof the appointment of UHY LLP as our independent registered public accounting firm for the\nfiscal year ending January 31, 2027; and\n\n \n\n3.advisory\nvote to approve executive compensation.\n\n \n\nIn\naddition, at the Annual Meeting, we will conduct any other business that may properly come before the meeting or any postponement or\nadjournment thereof.\n\n \n\nThe\nBoard of Directors has fixed the close of business on May 6, 2026, as the record date for the determination of stockholders entitled\nto receive notice of and to vote at the Annual Meeting of Stockholders and any adjournment or postponement thereof. A complete list of\nstockholders entitled to vote at the Annual Meeting will be available for inspection for ten days prior to the Annual Meeting at the\nOffices of the Company located at 25 Branca Road, East Rutherford, New Jersey 07073.\n\n \n\n \nBy\nOrder of the Board of Directors\n\n \n \n\nMay\n18, 2026\n*/s/\nAdam L. Michaels*\n\nEast\nRutherford, New Jersey\nAdam\nL. Michaels\n\n \nCEO\nand Chairman of the Board\n\n \n\n**Important\nNotice Regarding the Availability of Proxy Materials\nfor the Annual Meeting of Stockholders to be held July 2, 2026.**\n\n \n\n**The\nNotice of Annual Meeting & Proxy Statement, Annual Report, and Form of Proxy are available electronically at:\nwww.MAMA.vote**\n\n \n\n**YOUR\nVOTE IS IMPORTANT**\n\n \n\n**WHETHER\nOR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING VIRTUALLY, TO ASSURE THAT YOUR SHARES WILL BE REPRESENTED, PLEASE COMPLETE, DATE, SIGN AND\nRETURN THE ENCLOSED PROXY WITHOUT DELAY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO ADDITIONAL POSTAGE IF MAILED IN THE UNITED STATES.**\n\n** **\n\n \n\n \n\n \n\n**TABLE\nOF CONTENTS**\n\n** **\n\n \nPage\n\n[QUESTIONS\nAND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING](#a_001)\n1\n\n \n \n\n[PROPOSAL\n1: ELECTION OF DIRECTORS](#a_002)\n5\n\n[Director\nNominees](#a_003)\n5\n\n[Required\nVote](#a_004)\n6\n\n \n \n\n[CORPORATE\nGOVERNANCE](#a_005)\n7\n\n[Director\nIndependence](#a_006)\n7\n\n[Board\nLeadership Structure](#a_007)\n7\n\n[The\nBoard’s Role in Risk Oversight](#a_008)\n7\n\n[Risks\nArising from Compensation Policies and Practices](#a_009)\n8\n\n[Committees\nof the Board and Meeting Attendance](#a_010)\n8\n\n[Code\nof Ethics](#a_011)\n10\n\n[Insider\nTrading Policy](#a_012)\n10\n\n[Policies\nand Practices Related to the Grant of Certain Equity Awards](#a_013)\n10\n\n[Employee,\nOfficer, and Director Hedging](#a_014)\n10\n\n[Compensation\nRecoupment Policy](#a_015)\n10\n\n[Compensation\nCommittee Interlocks](#a_016)\n10\n\n[Board\nSkills Matrix](#a_017)\n11\n\n[Delinquent\nSection 16(a) Reports](#a_018)\n11\n\n[Change\nin Independent Registered Public Accounting Firm](#a_019)\n11\n\n[Independent\nRegistered Public Accounting Firm Fees](#a_020)\n12\n\n[Audit\nCommittee Pre-Approval](#a_021)\n12\n\n[Report\nof the Audit Committee](#a_022)\n12\n\n \n \n\n[EXECUTIVE\nCOMPENSATION](#a_023)\n13\n\n[Compensation\nDiscussion and Analysis](#a_024)\n13\n\n[Compensation\nPhilosophy](#a_025)\n14\n\n[Compensation\nDetermination Process](#a_026)\n14\n\n[Elements\nof Compensation](#a_027)\n14\n\n[Perquisites](#a_028)\n17\n\n[Employment\nAgreements](#a_029)\n17\n\n[Compensation\nCommittee Report](#a_030)\n18\n\n[Summary\nCompensation Table](#a_031)\n18\n\n[Grants\nof Plan-Based Awards During Fiscal 2026](#a_032)\n19\n\n[Outstanding\nEquity Awards at Fiscal Year-End](#a_033)\n20\n\n[Option\nExercises and Stock Vested During Fiscal 2026](#a_034)\n21\n\n[CEO\nPay Ratio](#a_035)\n22\n\n \n \n\n[PAY\nVERSUS PERFORMANCE](#a_036)\n23\n\n[Pay\nVersus Performance Table](#a_037)\n23\n\n[Relationship\nBetween Pay and Performance](#a_038)\n24\n\n[Use\nof Non-GAAP Financial Measures](#a_039)\n25\n\n \n \n\n[DIRECTOR\nCOMPENSATION](#a_040)\n26\n\n[Director\nCompensation for the Fiscal Year Ended January 31, 2026](#a_041)\n26\n\n \n \n\n[EQUITY\nCOMPENSATION PLAN INFORMATION](#a_042)\n27\n\n \n \n\n[TRANSACTIONS\nWITH RELATED PERSONS](#a_043)\n27\n\n[Review,\nApproval, or Ratification of Transactions with Related Persons](#a_044)\n27\n\n \n \n\n[SECURITY\nOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT](#a_045)\n28\n\n \n \n\n[PROPOSAL\n2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM](#a_046)\n29\n\n[Required\nVote](#a_052)\n29\n\n \n \n\n[PROPOSAL\n3: NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION](#a_047)\n30\n\n[Required\nVote](#a_053)\n30\n\n \n \n\n[STOCKHOLDER\nCOMMUNICATIONS](#a_048)\n31\n\n \n \n\n[OTHER\nMATTERS](#a_049)\n31\n\n \n \n\n[HOUSEHOLDING](#a_050)\n31\n\n \n \n\n[ADDITIONAL\nINFORMATION](#a_051)\n31\n\n \n\ni\n\n \n\n \n\n**MAMA’S\nCREATIONS, INC.\n25 Branca Road\nEast Rutherford, New Jersey 07073**\n\n \n\n**PROXY\nSTATEMENT**\n\n \n\n**ANNUAL\nMEETING OF STOCKHOLDERS\nTO BE HELD JULY 2, 2026**\n\n \n\nThis\nproxy statement is being furnished to the stockholders of Mama’s Creations, Inc. (together with its subsidiaries, “Company”,\n“Mama’s Creations,” “we,” “us,” or “our”) in connection with the solicitation of\nproxies by our Board of Directors (the “Board”) for use at the Annual Meeting of Stockholders to be held via the internet\non July 2, 2026, and at any and all adjournments or postponements thereof (the “Annual Meeting”) for the purposes set forth\nin the accompanying Notice of Annual Meeting of Stockholders. Accompanying this proxy statement is a proxy/voting instruction form (the\n“Proxy”) for the Annual Meeting, which you may use to indicate your vote as to the proposals described in this Proxy Statement.\nIt is contemplated that this proxy statement and any accompanying form of proxy will be first mailed to Mama’s Creations stockholders\non or about May 18, 2026.\n\n \n\nThe\nCompany will solicit stockholders by mail through its regular employees and will request banks and brokers and other custodians, nominees,\nand fiduciaries to solicit their customers who have stock of the Company registered in the names of such persons and will reimburse them\nfor reasonable out-of-pocket costs. In addition, the Company may use the services of its officers and directors to solicit proxies, personally\nor by telephone, without additional compensation.\n\n \n\nFor\na period of at least ten days prior to the Annual Meeting, a complete list of stockholders entitled to vote at the Annual Meeting will\nbe available at the principal executive offices of the Company located at 25 Branca Road, East Rutherford, New Jersey 07073 so that stockholders\nof record may inspect the list only for proper purposes.\n\n \n\nQUESTIONS\nAND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING\n\n \n\n**Q:****Why\ndid I receive this proxy statement?**\n\n** **\n\n**A:**The\nCompany is soliciting your proxy vote at the Annual Meeting because you were the owner of\nrecord of one or more shares of common stock of the Company at the close of business on May\n6, 2026, the record date for the meeting (the “Record Date”), and are therefore\nentitled to vote at the Annual Meeting.\n\n \n\n**Q:****What\nis a proxy?**\n\n** **\n\n**A:**A\nproxy is your legal designation of another person or persons (the “proxy” or\n“proxies,” respectively) to vote on your behalf. By giving your proxy, you are\nauthorizing the designated persons the authority to vote your shares of common stock at the\nAnnual Meeting in the manner you indicate on your proxy card. If you authorize the proxies\nbut do not give directions with respect to any nominee or other proposal, the proxies will\nvote your shares as recommended by the Board. The proxies are authorized to vote in their\ndiscretion (except as otherwise provided below) if other matters are properly submitted at\nthe Annual Meeting, or any adjournments or postponements thereof.\n\n \n\n**Q:****When\nand where is the Annual Meeting?**\n\n** **\n\n**A:**The\nAnnual Meeting will be held on Thursday, July 2, 2026, at 11:30 A.M. Eastern. The meeting\nwill be held solely by remote communication and there will not be a physical meeting location.\n\n \n\n**Q:**\n**What is the difference\nbetween holding shares as a stockholder of record and as a beneficial owner?**\n\n \n\n**A:****Stockholder\nof Record:** If your shares of common stock are registered directly in your name with\nthe Company’s transfer agent, Equity Stock Transfer, you are considered, with respect\nto those shares, the “stockholder of record.”\n\n \n\n**Beneficial\nOwner:** If your shares are held in a brokerage account or by another nominee, you are considered to be the beneficial owner of\nshares held in “street name.” If you are a beneficial stockholder, these proxy materials, together with a voting instruction\ncard, are being forwarded to you by your broker, bank, or other nominee. As the beneficial owner of the shares, you have the right to\ndirect your broker, bank, or other nominee how to vote.\n\n \n\n1\n\n \n\n \n\n**Q:****How\ndo I vote?**\n\n \n\n**A:**While\nyou should follow the specific voting instructions given by your bank, broker or other nominee,\nhere is a summary of the common voting methods:\n\n \n\nStockholders\nof Record\n\n \n\nA\nstockholder of record may vote shares in any of the following ways:\n\n \n\n●mailing\na completed and signed proxy card in the enclosed return envelope by following the instructions\nset forth in the enclosed proxy card;\n\n \n\n●voting\nover the Internet as instructed on the enclosed proxy card; or\n\n \n\n●voting\nby telephone (separate from the listen-only line for the virtual meeting) as instructed on\nthe enclosed proxy card.\n\n \n\nIf\nyou vote by Internet or by telephone, then your electronic vote will authorize the named proxies in the same manner as if you signed,\ndated, and returned a proxy card by mail.\n\n \n\nBeneficial\nOwners\n\n \n\nIf\nyou were a beneficial owner of record as of the Record Date (i.e., you held your shares in an account at a brokerage firm, bank, or other\nsimilar agent), then you should receive voting instructions from your brokerage firm, bank, or other similar agent.\n\n \n\nIf\nyou are a beneficial owner who holds their shares in street name, then you will need to request and obtain a legal proxy from your bank,\nbroker, or nominee in order for you to vote during the Annual Meeting. In addition, you may request paper copies of this proxy statement\nfrom your broker, bank, or nominee by following the instructions they provide to you.\n\n \n\nThe\nBoard knows of no other matters that may be brought before the meeting other than those set forth in this proxy statement. If any other\nmatters are presented at the meeting on which a vote may properly be taken, the persons named as proxy holders will vote thereon in accordance\nwith their best judgment.\n\n \n\n**Q:****Who\nmay attend the Annual Meeting?**\n\n \n\n**A:**Our\nBoard has fixed the close of business on the Record Date for purposes of determining stockholders\nentitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement\nthereof. As of the Record Date, 40,707,000 common\nshares of our stock were outstanding, each of which represents one vote to be cast\non each matter presented at the Annual Meeting.\n\n \n\n**Q:****How\nmay I attend the Annual Meeting?**\n\n \n\n**A:**Although\nwe encourage all record holders and beneficial owners to cast their votes in advance via\nproxy, they may listen to the Annual Meeting proceedings via live audio conference and participate\nvia online voting. Set forth below is a summary of the information needed to attend the Annual\nMeeting:\n\n \n\nListen\nOnly\n\n \n\n●Whether\nor not they have cast their votes in advance of the meeting, record holders and beneficial\nowners may access an audio-only conference call by calling 877-407-3088 (Toll Free) or +1\n877-407-3088 (International) and verifying their status as a stockholder. Please have your\n12-digit control number available to expedite verification.\n\n \n\nStockholders\nof Record (direct)\n\n \n\n●Stockholders\nof record as of the Record Date can access the audio-only conference call identified above\nby verifying their status as a stockholder. Please have your 12-digit control number available\nto expedite verification.\n\n \n\n●Stockholders\nof record as of the Record date also can vote while polls are open during the Annual Meeting\nby visiting www.MAMA.vote and entering their 12-digit control number.\n\n \n\nBeneficial\nOwners (via legal proxy)\n\n \n\n●Any\nbeneficial owner who desires to vote during the Annual Meeting will need to obtain a legal\nproxy from their broker, bank, or other agent sufficiently in advance of the Annual Meeting.\n\n \n\nOnce\nyou have requested and received a legal proxy from your broker, bank or other agent, it should be emailed to our transfer agent, Equity\nStock Transfer, at proxy@equitystock.com, with the subject line “Legal Proxy.” Please include proof from your broker, bank,\nor other agent of your legal proxy (e.g., a forwarded email from your broker, bank or other agent with your legal proxy attached, or\nan image of your valid legal proxy attached to your email).\n\n \n\n2\n\n \n\n \n\nRequests\nfor recognition of a legal proxy must be received by Equity Stock Transfer as far in advance as possible, but no later than 5:00 p.m.\nEastern Time, on June 30, 2026. Timely submissions should receive a confirmation email from equitystock.com, which will provide a unique\n12-digit control number.\n\n \n\n●A\nbeneficial owner who has completed the legal proxy request and submission process (described\nabove) can access the audio-only conference call identified above by verifying their status\nas a stockholder with a legal proxy in place. Please have your 12-digit control number available\nto expedite verification.\n\n \n\n●Those\nbeneficial owners who possess a control number also can vote while polls are open during\nthe Annual Meeting by visiting www.MAMA.vote and entering their 12-digit control number\nfor verification.\n\n \n\n**Q:****What\nif I have technical difficulties or trouble accessing the virtual Annual Meeting?**\n\n** **\n\n**A:**Technicians\nwill be ready to assist you with any technical difficulties you may have in accessing the\nvirtual Annual Meeting. If you encounter any difficulties, please call: 877-804-2062 (Toll\nFree) or email proxy@equitystock.com.\n\n \n\n**Q:****If\nI voted by proxy, can I still attend and vote at the Annual Meeting?**\n\n \n\n**A:**Yes.\nEven if you have already voted by proxy, you may still vote online during the Annual Meeting\nso long as you contact Equity Stock Transfer at proxy@equitystock.com at least 24\nhours before the start of the Annual Meeting.\n\n \n\nIf\nyou are a beneficial owner whose shares are held in street name, then you are not the stockholder of record, and you must also complete\nthe legal proxy request and submission process before the applicable deadline, as summarized above.\n\n \n\n**Q:****May\nI change my vote after I have mailed my signed proxy card or voted by telephone or over the\nInternet?**\n\n \n\n**A:**Yes,\nif you own shares of common stock as a stockholder of record, you may change your vote at\nany time before your proxy is voted at the Annual Meeting in one of four ways:\n\n \n\n1.timely\ndeliver a valid later-dated proxy by mail by following the instructions set forth in the\nenclosed proxy card;\n\n \n\n2.timely\ndeliver written notice that you have revoked your proxy to our corporate secretary at the\nfollowing address:\n\n \n\nMama’s\nCreations\n\n25 Branca Road\n\nEast Rutherford, NJ 07073\n\nAttn: Corporate Secretary\n\n \n\n3.timely\nsubmit revised voting instructions by telephone or over the Internet by following the instructions\nset forth on the proxy card; or\n\n \n\n4.attend\nthe Annual Meeting and vote online during the meeting. Simply attending the Annual Meeting,\nhowever, will not revoke your proxy or change your voting instructions; you must vote online\nduring the Annual Meeting to change your vote.\n\n \n\nIf\nyou are a beneficial owner of shares held in street name and you have instructed your bank, broker, or other nominee to vote your shares,\nyou may revoke your proxy at any time before it is exercised by:\n\n \n\n●following\nthe requirements of your bank, broker, or nominee through which your shares are registered;\nor\n\n \n\n●voting\nonline at the Annual Meeting by obtaining a legal proxy from your bank, broker or nominee\nand submitting the legal proxy with your ballot.\n\n \n\n**Q:****How\ndoes discretionary voting authority apply?**\n\n** **\n\n**A:**If\nyou sign, date, and return your proxy card or vote by telephone or Internet, your vote will\nbe cast as you direct. If you do not indicate how you want to vote, you give authority to\nAdam L. Michaels and Anthony Gruber, or either of them, to vote on the items discussed in\nthese proxy materials and on any other matter that is properly raised at the Annual Meeting.\nIn that event, your proxy will be voted consistent with the Board’s voting recommendations\nand FOR or AGAINST any other properly raised matters at the discretion of Adam L. Michaels\nand Anthony Gruber.\n\n \n\n**Q:****What\nconstitutes a quorum?**\n\n \n\n**A:**According\nto our Bylaws, one or more persons present at the meeting in person and holding or representing\nby proxy more than 50% of the total issued shares constitutes a quorum. You will be considered\npart of the quorum if you return a signed and dated proxy card, vote by telephone or Internet,\nor attend the Annual Meeting virtually. Abstentions and broker non-votes are counted as “shares\npresent and entitled to vote” at the Annual Meeting for purposes of determining whether\na quorum is present at the meeting.\n\n \n\n3\n\n \n\n \n\n**Q:****What\nare broker non-votes?**\n\n \n\n**A:**A\nbroker non-vote occurs when the broker, bank or other holder of record that holds your shares\nin street name is not entitled to vote on a matter without instruction from you, and you\ndo not give any instruction. Unless instructed otherwise by you, brokers, banks, and other\nstreet name holders will not have discretionary authority to vote on Proposals 1 or 3 at\nthe Annual Meeting and will be considered “broker non-votes,” having no effect\non the relevant resolution. Conversely, Proposal 2 is considered to be “routine,”\nand thus if you do not return voting instructions to your broker, your shares may be voted\nby your broker in its discretion on Proposal 2.\n\n \n\n**Q:****What\nare the required votes for each proposal?**\n\n \n\n**A:**Each\nproposal will be decided by a separate vote based on the following standards (assuming a\nquorum is present):\n\n \n\n1.Election\nof Directors — Directors will be elected by a plurality of the votes present in person\nor represented by proxy and entitled to vote, which means that the five nominees receiving\nthe most votes will be elected.\n\n \n\n2.Ratification\nof Auditors — This proposal will be approved if the votes cast for exceed the votes\ncast against the action.\n\n \n\n3.Executive\nCompensation — This proposal will be approved if the votes cast for exceed the votes\ncast against the action.\n\n \n\n**Q:****How\ndo I submit a stockholder proposal or director nomination for the next Annual Meeting?**\n\n \n\n**A:**Stockholder\nproposals (other than director nominations) that are submitted for inclusion in our proxy\nstatement for our Annual Meeting of Stockholders to be held in 2027 must follow the procedures\nand requirements of the federal securities laws, including Rule 14a-8 promulgated under the\nSecurities Exchange Act of 1934, as amended (the “Exchange Act”). To be timely,\nsuch proposals must be received by us at our principal executive office no later than January\n20, 2027.\n\n \n\nIf\na stockholder does not submit a proposal for inclusion in our proxy statement but desires to propose an item of business to be considered\nat an annual meeting of stockholders or to nominate persons for election as a director at an annual meeting, then the stockholder must\ngive timely written notice of such proposal or nominations to our corporate secretary at our principal executive office, which is 25\nBranca Road, East Rutherford, NJ 07073. To be timely under our Bylaws, we must receive notice of the stockholder’s intention to\npropose an item of business or to nominate persons for election as a director no later than thirty days prior to the meeting date, and\nthe notice must otherwise comply with certain other requirements contained in our Bylaws as well as all applicable statutes and regulations.\n\n \n\nIn\nany case, a stockholder’s notice will not be deemed to be submitted until we have received all of the required information.\n\n \n\nIn\naddition to satisfying the requirements under our bylaws, to comply with the universal proxy rules, stockholders who intend to solicit\nproxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required\nby Rule 14a-19 under the Exchange Act, which notice must be postmarked or transmitted electronically to us at our principal executive\noffices no later than 60 calendar days prior to the first anniversary date of this year’s annual meeting. If the date of the annual\nmeeting of stockholders to be held in 2027 is changed by more than 30 calendar days from the anniversary of this year’s annual\nmeeting, then notice must be provided by the later of 60 calendar days prior to the date of the 2027 annual meeting or the 10th calendar\nday following the day on which public announcement of the date of the 2027 annual meeting is first made. Accordingly, for the 2027 annual\nmeeting, we must receive such notice no later than May 3, 2027.\n\n \n\n**Q:****What\ndoes it mean if I receive more than one proxy card?**\n\n \n\n**A:**Your\nshares are likely registered differently or are held in more than one account. You should\ncomplete and return each proxy card you receive to guarantee that all of your shares are\nvoted.\n\n \n\n**Q:****Who\npays to prepare, mail and solicit the proxies?**\n\n \n\n**A:**The\nCompany is paying all of the costs of preparing and mailing this proxy statement and soliciting\nproxies for this Annual Meeting. We do not compensate our directors, officers and employees\nfor mailing proxy materials or soliciting proxies in person, by telephone or otherwise.\n\n \n\n**Q:****Can\nI access these proxy materials on the Internet?**\n\n \n\n**A:**Yes.\nThis Proxy Statement, Annual Report on Form 10-K, a sample form of proxy, and a link to the\nmeans to vote by Internet are available at www.MAMA.vote.\n\n \n\n4\n\n \n\n** **\n\nPROPOSAL\n1:\n\nELECTION OF DIRECTORS\n\n \n\nThe\nBoard currently consists of six authorized directors. The Board has fixed at five the number of directors to be elected at the Annual\nMeeting. The Nominating and Governance Committee of the Board has nominated five incumbent directors, identified below, to stand for\nelection, each to serve a one-year term to expire at the next annual meeting of stockholders or until their successor is duly qualified\nand elected. Current director, Shirley Romig, is not standing for re-election and her term will expire at the Annual Meeting. The Board\nwishes to express its sincere gratitude to Ms. Romig for her many significant contributions and years of dedicated service to the Company\nand its stockholders. As a result of the foregoing, the Board, upon recommendation of its Nominating and Governance Committee, has also\nacted to establish that the Board consists of a total of five directorships immediately following the conclusion of the Annual Meeting.\n\n \n\nThe\npersons named as “Proxies” in the enclosed Proxy will vote the shares represented by all valid returned proxies in accordance\nwith the specifications of the stockholders returning such proxies. If no choice has been specified by a stockholder, the shares will\nbe voted FOR the nominees.\n\n \n\n**Director\nNominee**\n \n**Age**\n \n**Titles**\n \n**Director\nSince**\n\nLynn\nL. Blake\n \n59\n \nLead\nIndependent Director\n \n2023\n\nFred\nD. Halvin\n \n63\n \nDirector\n \n2026\n\nMeghan\nHenson\n \n57\n \nDirector\n \n2023\n\nDean\nJaneway\n \n82\n \nDirector\n \n2013\n\nAdam\nL. Michaels\n \n49\n \nChief\nExecutive Officer, Chairman of the Board of Directors\n \n2022\n\n \n\nMr.\nHalvin is standing for election for the first time, and he was first identified as a potential director by our Chief Executive Officer.\n\n \n\nIf\nat the time of the Annual Meeting any of the nominees named below should be unable or unwilling to serve, which event is not expected\nto occur, the discretionary authority provided in the Proxy will be exercised to vote for such substitute nominee or nominees, if any,\nas shall be designated by the Board.\n\n \n\nDirector\nNominees\n\n \n\nThe\nfollowing sets forth certain information about each of the director nominees:\n\n \n\n**Lynn\nL. Blake**has over 30 years of financial leadership experience, including Chief Financial Officer experience at multiple publicly\ntraded companies, a private equity-owned portfolio company, and a venture-backed startup. Most recently, Ms. Blake was Chief Financial\nOfficer of Nuwellis, Inc., a medical device company, from October 2022 to September 2023. Prior to this, she was Managing Director at\nGrowth Operators LLC, a business consulting firm, from January 2020 to October 2022. Before this, Ms. Blake was Chief Financial Officer\nat Tactile Systems Technology, Inc., a medical device development company, from April 2016 to September 2018. Her career began in the\nmanagement development track at Honeywell International, and subsequent key highlights include successful public markets execution and\ntransaction experience as a C-suite executive at several publicly traded companies. Currently, Ms. Blake serves on various private and\nnon-profit boards, including Elire, LLC, Volunteers of America – MN/WI and the CFO Leadership Council Twin Cities chapter. Ms.\nBlake holds a BBA in Accounting & Finance from the University of Wisconsin – Madison, as well as an MBA from the Carlson School\nof Management at the University of Minnesota. Ms. Blake also holds a CPA certificate (inactive) from the State of Minnesota.\n\n \n\nIn\nnominating Ms. Blake as a director, the Board considered her expertise and numerous years of experience in financial leadership, as well\nas her background in other senior leadership positions and public company experience.\n\n \n\n**Fred\nD. Halvin** brings over 35 years of executive experience in the food manufacturing and sales industry, having served Hormel Foods Corporation\nfrom May 1985 to December 2022. Throughout his tenure, he held multiple leadership positions, including Vice President of Corporate Development,\nDirector of Corporate Development, Director of Investor Relations, Treasurer, Assistant Controller, Manager of Tax, and Cost Accountant.\nIn these roles, Mr. Halvin led strategic initiatives in corporate development and M&A, oversaw corporate structuring, and managed\ninvestor communications. His expertise includes product costing and supporting organizational growth through strategic planning and financial\nleadership. He currently serves as a Board Member of WTI, a food ingredients company, and has additional board and governance experience\nthrough Hormel Foods International, the MegaMex joint venture and the Carapelli Olive Oil joint venture. Mr. Halvin holds a B.A. in Accounting\nfrom Midland University and completed the Management Executive Program at the Carlson School of Management.\n\n \n\nThe\nBoard determined that Mr. Halvin is qualified to serve as a director given his breadth of knowledge in corporate finance, strategy, M&A\nand stakeholder relations.\n\n \n\n5\n\n \n\n \n\n**Meghan\nHenson**is an experienced senior human resources executive, having held senior HR roles in organizations across multiple industries.\nShe is presently the Chief Human Resources Officer (CHRO) of Agilent Technologies of Santa Clara, CA. Her earlier leadership roles include\nChief People Officer at Aetna Insurance in Hartford, CT from 2023-2024, CHRO of Avantor in Radnor, PA from 2020-2023, CHRO of XPO Logistics,\nGreenwich, CT from 2016-2020 and CHRO of Chubb Insurance, Warren, NJ from 2013-2016. Earlier in her career, Meghan held various HR leadership\nroles with PepsiCo from 2004-2013. Prior to PepsiCo, she served as Senior Manager, Human Capital for Deloitte Consulting from 2001-2004\nand Manager, HR, and Change Management for Towers Perrin (now Willis Towers Watson) from 1997-2001. She holds an MBA with emphasis in\nOrganizational Behavior from the University of Michigan and a Bachelor of Arts, Political Science and East Asian Studies at University\nof Wisconsin – Madison. During her tenure at the University of Wisconsin – Madison, she was elected Student Body President.\n\n \n\nThe\nBoard determined that Ms. Henson’s breadth of executive experience and expertise in leading human resources functions for large\ncompanies would provide valuable insight to the Board.\n\n \n\n**Dean\nJaneway** is an executive with more than 40 years of broad leadership skills and extensive experience in the areas of corporate strategy,\nbusiness development, operational oversight and financial management. From 1966 through 2011, Mr. Janeway served in various positions\nat Wakefern Food Corp., the largest retailer- owned cooperative in the United States. From 1966 through 1990, Mr. Janeway advanced through\nvarious positions of increasing responsibility including positions in Wakefern’s accounting, merchandising, dairy-deli, and frozen\nfoods divisions. From 1990 through 1995 Mr. Janeway provided oversight for all of Wakefern’s procurement, marketing, merchandising,\nadvertising and logistics divisions. From 1995 until his retirement in 2011, Mr. Janeway served as President and Chief Operating Officer\nof Wakefern, providing primary oversight for the company’s financial and treasury functions, human resources, labor relations,\nnew business development, strategic acquisitions, government relations, corporate social responsibility, sustainability initiatives and\nmember relations. Mr. Janeway previously served as the chairman for the National Grocers Association from 1993 through 2001. From 2009\nthrough the present, Mr. Janeway has served as the Chairman of the Foundation for the University of Medicine and Dentistry of New Jersey.\nMr. Janeway received his B.A. in Marketing from Rutgers University.\n\n \n\nThe\nBoard determined that Mr. Janeway’s qualifications to serve as a director include his notable business and leadership experience\nin all areas of management, particularly in the food industry. He also has experience in the area of wholesale distribution, due to his\npast position at Wakefern and possesses knowledge of running and managing companies and a proven track record of success in such endeavors.\n\n \n\n**Adam\nL. Michaels** was appointed Chief Executive Officer and a member of the Board of Directors of the Company effective September 6, 2022,\nand was appointed Chairman of the Board effective February 1, 2023. Mr. Michaels is an experienced food industry executive and former\nmanagement consultant. Prior to joining the Company, he worked at Mondelez International, a multinational food and beverage company.\nOver nine years, he held numerous roles with increasing responsibility at Mondelez across Supply Chain, Commercial Sales & Marketing,\nand Strategy. Mr. Michaels was most recently responsible for M&A and Commercial activities within North American Ventures –\na business unit comprised of smaller, high-growth brands. Before joining Mondelez, Mr. Michaels was a Principal at Booz & Company,\na management consulting firm, for seven years, where he specialized in the Food & Beverage sector. Mr. Michaels holds an MBA in Marketing\n& Management from Columbia Business School and a BSE in Bioengineering from the University of Pennsylvania.\n\n \n\nThe\nBoard determined that Mr. Michaels is qualified to serve as a director given his extensive food and beverage experience, corporate strategy\nbackground, understanding of consumer insights and analytics, and prior work accelerating brands across their growth lifecycles.\n\n \n\nRequired\nVote\n\n \n\nProvided\na quorum is present, directors will be elected by a plurality of the votes present in person or represented by proxy and entitled to\nvote, which means that the five nominees receiving the most votes will be elected. Abstentions and broker non-votes will have no effect\non the vote on this Proposal 1.\n\n \n\n**THE\nBOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES LISTED ABOVE.**\n\n \n\n6\n\n \n\n** **\n\nCORPORATE\nGOVERNANCE\n\n \n\nDirector\nIndependence\n\n \n\nBased\non information provided by each director concerning their background, employment and affiliations, the Board has determined that each\nof Lynn L. Blake, Fred Halvin, Meghan Henson, Dean Janeway and Shirley Romig, are “independent directors” as defined in the\napplicable listing standards of the Nasdaq Stock Markets LLC (“Nasdaq”) and that each of them is also an independent director\nunder Rule 10A-3 of the Exchange Act for the purpose of audit committee membership.\n\n \n\nBoard\nLeadership Structure\n\n \n\nOur\nCompany does not have a written policy with respect to separation of the roles of Chief Executive Officer and Chairman because the Board\nbelieves it is in the best interests of our stockholders to make that determination based on the applicable circumstances. However, the\nBoard has an established practice that, whenever the roles of Chief Executive Officer and Chairman are combined, the Board will appoint\na lead independent director.\n\n \n\nMs.\nBlake has served as Lead Independent Director since her appointment by the Board to that position effective May 2024. The Board believes\nMs. Blake’s experience as a member of boards of directors and as chair of our Board’s Audit Committee qualifies her to serve\nas our Lead Independent Director. The Board has determined that, based on the current characteristics and circumstances of the Company\nat this time, separating the roles of Chairman and Chief Executive Officer is not necessary and having Mr. Michaels serve in both roles\nis both appropriate and in the best interests of our stockholders.\n\n \n\nOur\nLead Independent Director (i) organizes, convenes and presides over executive sessions of the independent directors, (ii) serves as a\nliaison between the Chief Executive Officer and the independent directors, (iii) consults with the Chief Executive Officer and other\nmembers of management in establishing schedules and agendas for meetings of the Board, and (iv) serves in such other capacities as the\nindependent directors may determine from time to time.\n\n \n\nThe\nBoard’s Role in Risk Oversight\n\n \n\nThe\nBoard is actively involved in the oversight of risks facing our Company and endeavors to provide management with guidance on the mitigation\nof identified risks as well as risks related to our overall operations. Among other risks, the Board maintains oversight of product liability\nrisks and has not specifically assigned oversight for that risk area to any of the Board’s committees. The Board has designated\ncertain committees of the Board as responsible for other areas of risk relating to their respective focuses:\n\n \n\n●The\nAudit Committee is responsible for the oversight of financial risk relating to our consolidated\nfinancial statements and financial reporting processes (including our disclosure controls\nand internal control over financial reporting) and cybersecurity, information technology,\nand data security risks and threats.\n\n \n\n●The\nPeople and Compensation Committee is responsible for the oversight of company-wide compensation\nrisk and reviews on an annual basis whether the risks arising from our compensation policies\nand practices concerning our employees generally are reasonably likely to have a material\nadverse effect on the Company.\n\n \n\n●The\nNominating and Governance Committee monitors the risks related to our governance structure,\npolicies, and procedures.\n\n \n\nThe\nchair of each committee is responsible for reporting to the full Board the activities of the committee, the significant issues that have\nbeen presented to or otherwise discussed by the committee, and the committee’s final determination with respect to such issues,\nas appropriate. By leveraging the particular competencies of its committees, the Board actively utilizes its leadership structure to\nadminister its role in the risk oversight of the Company.\n\n \n\n7\n\n \n\n \n\nRisks\nArising from Compensation Policies and Practices\n\n \n\nOur\nmanagement evaluates the risks arising from our company-wide compensation policies and practices with respect to employees. Management\nhas analyzed our compensation policies and practices and concluded that they do not create risks that are reasonably likely to have a\nmaterial adverse effect on our Company. In connection with its risk oversight role, our People and Compensation Committee reviews management’s\nanalyses and conclusions.\n\n \n\nThe\nPeople and Compensation Committee believes it has implemented an executive compensation program that provides our named executive officers\nwith incentives to drive business and financial results, but not in a manner that encourages excessive or unnecessary risk-taking behaviors.\nThe committee, with input from management, assesses potential risks associated with compensation decisions and discusses them with the\nBoard when warranted. To date, the committee has not identified any incentive compensation features that encourage inappropriate risk-taking.\nThis is demonstrated by the following features:\n\n \n\n●competitive\nbase salaries;\n\n \n\n●establishing\nannual financial performance metrics for our cash incentive plan that are challenging but\nachievable;\n\n \n\n●utilizing\nmultiple financial metrics to determine payments under our annual cash incentive program,\nwhich ensures that management is not overly focused on any single aspect of business or stock\nperformance; and\n\n \n\n●providing\nopportunities for equity awards that vest over multi-year periods, which promotes a longer-term\nview of our Company’s success.\n\n \n\nCommittees\nof the Board and Meeting Attendance\n\n \n\nThe\nBoard met seven times during the fiscal year ended January 31, 2026. All directors attended greater than 75% of the meetings of the Board\nand of the committees on which they served during that same fiscal year. We do not have a policy regarding attendance of members of the\nBoard at annual meetings of our stockholders. Two out of five directors attended our last annual meeting of stockholders, which was held\nvirtually in July 2025.\n\n \n\nOur\nBoard maintains an Audit Committee, a People and Compensation Committee and a Nominating and Governance Committee. The following is a\ndescription of the functions performed by each of these committees.\n\n \n\nAudit\nCommittee\n\n \n\nMses.\nBlake, Henson and Romig currently serve as members of the Company’s separately designated Audit Committee, in accordance with section\n3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with Ms. Blake acting as its Chair.\nDuring the fiscal year ended January 31, 2026, the Audit Committee met six times. The Audit Committee reviewed and discussed the audited\nfinancial statements for the fiscal year ended January 31, 2026, with the Company’s management. The Board has determined that Ms.\nBlake is an “audit committee financial expert” as defined by applicable regulations of the SEC.\n\n \n\nThe\nfunction of the Audit Committee, as detailed in the Audit Committee Charter, available on our website at *https://ir.mamascreations.com/governance-management-directors*,\nis to provide assistance to the Board in fulfilling its responsibility to the stockholders, potential stockholders, and investment community\nrelating to corporate accounting, management practices, reporting practices, and the quality and integrity of the financial reports of\nthe Company. In so doing, it is the responsibility of the Audit Committee to maintain free and open means of communication between the\ndirectors, the independent auditors and Company management.\n\n \n\nThe\nindependent directors meet the heightened independence standards of Nasdaq and the SEC.\n\n \n\nThe\nAudit Committee pre-approved all services provided by our independent auditors for the fiscal year ended January 31, 2026.\n\n \n\n8\n\n \n\n \n\nPeople\nand Compensation Committee\n\n \n\nMses.\nHenson, Blake and Romig currently serve as members of the People and Compensation Committee, with Ms. Henson acting as its Chair. During\nthe fiscal year ended January 31, 2026, the People and Compensation Committee met six times. The People and Compensation Committee charter\nis available on our website at *https://ir.mamascreations.com/governance-management-directors*.\n\n \n\nEach\nmember of the People and Compensation Committee meets the heightened independence standards of Nasdaq and the SEC.\n\n \n\nThe\nPeople and Compensation Committee establishes the Company’s general compensation policy and, except as prohibited by law, may take\nany and all actions that the Board could take relating to compensation of directors, executive officers, employees and other parties.\nThe People and Compensation Committee’s role is to (i) evaluate the performance of the Company’s executive officers, (ii)\nset compensation for directors and executive officers, (iii) make recommendations to the Board on adoption of compensation plans, (iv)\nadminister the Company’s clawback policy, and (iv) administer Company compensation plans. When evaluating potential compensation\nadjustments, the People and Compensation Committee solicits and considers input provided by the Chief Executive Officer relating to the\nperformance and/or contribution to the Company’s overall performance by other executive officers and other key employees.\n\n \n\nThe\nPeople and Compensation Committee does not take material nonpublic information into account when determining the timing and terms of\nequity awards, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value\nof executive compensation.\n\n \n\nNominating\n& Corporate Governance Committee\n\n \n\nDean\nJaneway, and Mses. Henson, Romig, and Blake currently serve as members of the Nominating & Corporate Governance Committee, with Mr.\nJaneway acting as its Chair. During the fiscal year ended January 31, 2026, the Nominating & Corporate Governance Committee met four\ntimes.\n\n \n\nThe\nNominating & Corporate Governance Committee’s role is to identify and recommend candidates for positions on the Board of Directors.\nThe Nominating & Corporate Governance Committee’s policies are subject to annual review.\n\n \n\nThe\nfunction of the Nominating & Corporate Governance Committee, as detailed in the Nominating & Corporate Governance Committee Charter,\navailable on our website at *https://ir.mamascreations.com/governance-management-directors*, is to recommend to the Board the slate\nof director nominees for election to the Board and to identify and recommend candidates to fill vacancies occurring between annual stockholder\nmeetings. The Nominating & Corporate Governance Committee has established certain broad qualifications in order to consider a proposed\ncandidate for election to the Board. The Nominating & Corporate Governance Committee has a strong preference for candidates with\nprior board experience with public companies. The Nominating & Corporate Governance Committee will also consider such other factors\nas it deems appropriate to assist in developing a board and committees that are diverse in nature and comprised of experienced and seasoned\nadvisors. These factors include judgment, skill, background, integrity, experience with businesses and other organizations of comparable\nsize, the interplay of the candidate’s experience with the experience of other Board members, and the extent to which the candidate\nwould be a desirable addition to the Board and any committees of the Board.\n\n \n\nIt\nis the policy of the Nominating & Corporate Governance Committee to consider candidates recommended by security holders, directors,\nexecutive officers, and other sources, including, but not limited to, third-party search firms. Security holders of the Company may submit\nrecommendations for candidates for the Board. Such submissions should include the name, contact information, a brief description of the\ncandidate’s business experience and such other information as the person submitting the recommendation believes is relevant to\nthe evaluation of the candidate. The Nominating & Corporate Governance Committee will review all such recommendations.\n\n \n\nThe\nNominating & Corporate Governance Committee will evaluate whether an incumbent director should be nominated for re-election to the\nBoard or any Committee of the Board upon expiration of such director’s term, using the same factors as described above for other\nBoard candidates. The Nominating & Corporate Governance Committee will also take into account the incumbent director’s performance\nas a Board member.\n\n \n\n9\n\n \n\n \n\nCode\nof Ethics\n\n \n\nWe\nmaintain a code of ethics that applies to our directors and officers. The Company’s senior management is charged with ensuring\nthat the Code of Ethics and the Company’s corporate policies will govern, without exception, all business activities of the Company.\nThe Code of Ethics addresses, among other things, the use and protection of Company assets and information, avoiding conflicts of interest,\ncorporate opportunities and transactions with business associates and document retention.\n\n \n\nInsider\nTrading Policy\n\n \n\nThe\nCompany has an insider trading policy governing the purchase, sale, and other disposition of our securities by our directors, officers,\nand employees. We believe this policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations\nand listing standards applicable to the Company. The policy prohibits buying or selling the Company’s common shares while aware\nof material non-public information about the Company and from disclosing (i.e., “tipping”) such information to others. A\ncopy of our insider trading policy is filed as an Exhibit to our Annual Report on Form 10-K for the year ended January 31, 2026.\n\n \n\nPolicies\nand Practices Related to the Grant of Certain Equity Awards\n\n \n\nWe\ndo not have any formal policy that requires us to grant, or avoid granting, equity awards to our executive officers at certain times.\nThe timing of any equity grants to executive officers in connection with new hires, promotions, or other non-routine grants is tied to\nthe event giving rise to the award (such as an executive officer’s commencement of employment or promotion effective date). As\na result, in all cases, the timing of the grant of stock options occurs independently of the release of any material, non-public information,\nand we do not time the disclosure of material non-public information for the purpose of affecting the value or exercise price of stock\noptions.\n\n \n\nEmployee,\nOfficer, and Director Hedging\n\n \n\nEach\nof our directors, officers, and other employees and their designees are prohibited from (i) purchasing financial instruments (including\nprepaid variable forward contracts, equity swaps, collars and exchange funds) that hedge or offset, or are designed to hedge of offset,\nany decrease in the market value of our equity securities and (ii) otherwise engaging in transactions that hedge or offset, or are designed\nto hedge or offset, any decrease in the market value of our equity securities. Notwithstanding the foregoing, portfolio diversification\ntransactions and investments in broad-based index funds are generally permitted. The prohibition applies to securities granted to the\ncovered persons as part of compensation for their service to the Company, plus any other Company securities held by them, whether directly\nor indirectly.\n\n \n\nCompensation\nRecoupment Policy\n\n \n\nThe\nBoard believes that it is in the best interests of our Company and its shareholders to maintain a culture that emphasizes integrity and\naccountability and that reinforces our pay-for-performance compensation philosophy. Accordingly, we adopted a compensation recoupment\npolicy in compliance with Rule 10D-1 of the Securities and Exchange Act of 1934, as amended, the SEC regulations promulgated thereunder,\nand the applicable Nasdaq rules. Under the policy, our Company is required to recover from covered executive officers on a reasonably\nprompt basis the amount of any erroneously awarded incentive-based compensation resulting from an accounting restatement due to the material\nnoncompliance of our Company with any financial reporting requirement under the securities laws. The policy applies to incentive-based\ncompensation received by covered executive officers on or after October 2, 2023.\n\n \n\nCompensation\nCommittee Interlocks\n\n \n\nThe\nPeople and Compensation Committee currently consists of Ms. Henson, Ms. Blake and Ms. Romig. No member of the Compensation Committee\nwho served on the People and Compensation Committee at any time during the fiscal year ended January 31, 2026, is or was during the fiscal\nyear ended January 31, 2026 an employee, or is or ever has been an officer, of the Company or its subsidiaries. No executive officer\nof the Company served as a director or a member of the compensation committee of another company, one of whose executive officers serves\nas a member of the Company’s Board or People and Compensation Committee.\n\n \n\n10\n\n \n\n \n\nBoard\nSkills Matrix\n\n \n\nThe\nmatrix below provides summary information regarding the candidates for and current Board of Directors in an easy-to-read format.\n\n \n\n**Qualification**\n \n**Michaels**\n \n**Romig**\n \n**Henson**\n \n**Janeway**\n \n**Halvin**\n \n**Blake**\n\nIndependent\nDirector\n \n \n \n✔\n \n✔\n \n✔\n \n✔\n \n✔\n\n#\nof Other Public Company Boards\n \n \n \n1\n \n \n \n \n \n \n \n \n\n**Background:**\n \n \n \n \n \n \n \n \n \n \n \n \n\nActive\nEmployment\n \n✔\n \n✔\n \n✔\n \n \n \n \n \n \n\nCEO\nExperience (public)\n \n✔\n \n \n \n \n \n \n \n \n \n \n\nCEO\nExperience (private)\n \n \n \n \n \n \n \n✔\n \n \n \n \n\nCFO\nExperience (public)\n \n \n \n \n \n \n \n \n \n \n \n✔\n\nSenior\nLeadership Role in Other Company\n \n \n \n✔\n \n✔\n \n✔\n \n✔\n \n✔\n\nEntrepreneurial\nExperience\n \n✔\n \n✔\n \n \n \n✔\n \n \n \n \n\n$500\nmillion+ Revenue Corporate Experience\n \n✔\n \n✔\n \n✔\n \n✔\n \n✔\n \n✔\n\nInternational\nExperience\n \n✔\n \n✔\n \n✔\n \n \n \n✔\n \n✔\n\n**Finance\n& Accounting:**\n \n \n \n \n \n \n \n \n \n \n \n \n\nFinancial\nStatement Literacy\n \n✔\n \n✔\n \n \n \n \n \n✔\n \n✔\n\nAudit\nCommittee Financial Expert Qualification\n \n \n \n \n \n \n \n✔\n \n \n \n✔\n\nFinance,\nCapital Allocation & Capital Markets\n \n✔\n \n✔\n \n \n \n \n \n✔\n \n✔\n\n**Operations:**\n \n \n \n \n \n \n \n \n \n \n \n \n\nBusiness\nOperations & Administration\n \n✔\n \n✔\n \n \n \n \n \n \n \n \n\nSales\n& Marketing\n \n \n \n \n \n \n \n✔\n \n \n \n \n\nDevelopment\n& Execution of Strategic Plans\n \n✔\n \n✔\n \n \n \n \n \n \n \n \n\nCybersecurity\n \n \n \n \n \n \n \n \n \n \n \n \n\nTechnology,\nSystems & Intellectual Property\n \n \n \n \n \n \n \n \n \n \n \n \n\nTalent\nManagement & HR\n \n \n \n✔\n \n✔\n \n \n \n \n \n \n\n**Industry:**\n \n \n \n \n \n \n \n \n \n \n \n \n\nRelevant\nindustry experience (food)\n \n✔\n \n \n \n✔\n \n✔\n \n✔\n \n \n\n**Corporate\nGovernance & Transactions:**\n \n \n \n \n \n \n \n \n \n \n \n \n\nCorporate\nGovernance (public)\n \n \n \n✔\n \n✔\n \n \n \n \n \n✔\n\nMergers\nand Acquisitions\n \n \n \n \n \n \n \n \n \n✔\n \n \n\nPublic\nCompany Experience (dir./officer non-Mama’s)\n \n \n \n✔\n \n \n \n \n \n✔\n \n✔\n\nRisk\nManagement\n \n \n \n \n \n \n \n \n \n \n \n \n\nInvestor\nRelations\n \n \n \n \n \n \n \n \n \n✔\n \n✔\n\n \n\nDelinquent\nSection 16(a) Reports\n\n \n\nSection\n16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more of\na class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial\nownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of\nthe SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).\n\n \n\nBased\nsolely on our review of certain reports filed with the SEC pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended,\nwe believe that all required reports during the fiscal year ended January 31, 2026 were filed in a timely manner.\n\n \n\nChange\nin Independent Registered Public Accounting Firm\n\n \n\nAs\npreviously disclosed, on October 21, 2024, the Audit Committee dismissed Rosenberg Rich Baker Berman P.A. (“RRBB”), which\nhad been serving as the Company’s independent registered public accounting firm. On the same date, the Audit Committee approved\nthe engagement of UHY LLP (“UHY”), to audit our financial statements for the fiscal year ended January 31, 2025. The decisions\nwere approved by the Audit Committee after conducting a formal review process.\n\n \n\nIn\nconnection with the audit of the Company’s consolidated financial statements for the fiscal years ended January 31, 2024 and 2023,\nand the subsequent interim period through and including July 31, 2024, there were no (i) disagreements between us and RRBB on any matter\nof accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved\nto the satisfaction of RRBB, would have caused it to make reference thereto in its reports on our financial statements for such periods\nor (ii) “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K. The reports of RRBB on our consolidated\nfinancial statements for the fiscal years ended January 31, 2024, and 2023 did not contain an adverse opinion or disclaimer of opinion\nand were not qualified or modified as to uncertainty, audit scope, or accounting principles.\n\n \n\n11\n\n \n\n \n\nDuring\nour fiscal years ended January 31, 2024 and 2023, and the subsequent interim periods through and including July 31, 2024, neither the\nCompany nor anyone on its behalf consulted with UHY regarding either: (i) the application of accounting principles to a specific transaction,\neither completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and no written report\nor oral advice was provided to us that UHY concluded was an important factor considered by us as any accounting, auditing, or financial\nreporting issue; or (ii) any matter that was the subject of a “disagreement” as that\nterm is defined in Item 304(a)(1)(iv) of Regulation S-K or a “reportable event” as that term is defined in Item 304(a)(1)(v)\nof Regulation S-K.\n\n \n\nIndependent\nRegistered Public Accounting Firm Fees\n\n \n\nThe\nfollowing table presents fees for services performed by UHY, including the audit of our annual financial statements, the review of our\ninterim consolidated financial statements for each quarter in the respective fiscal year, and all other services performed:\n\n \n\n  \nFiscal\nYear Ended January 31, \n\n  \n2025  \n2024 \n\nAudit Fees(a) \n$1,035,000  \n$487,000 \n\nAudit-Related Fees(b) \n –  \n – \n\nTax Fees(c) \n –  \n – \n\nAll Other Fees \n –  \n – \n\nTotal \n$1,035,000  \n$487,000 \n\n \n\n \n\n(a)\nIncludes assurance and\nrelated services that are reasonably related to the performance of the audit or review of our financial statements. This category\nincludes fees related to the performance of audits and attest services not required by statute or regulations, accounts consultations\nregarding the application of GAAP to proposed transactions, and services relating to comfort letters, consents, and registration\nstatement filings.\n\n(b)\nAudit-related fees represent\nfees reasonably related to the assurance services. This category includes the audit of the employee benefit plan.\n\n(c)\nTax fees consist of professional\nfees primarily for tax compliance. These services include preparation of federal and state income tax returns.\n\n \n\nUHY\ndid not provide any other services to the Company in the periods covered other than those summarized above.\n\n \n\nAudit\nCommittee Pre-Approval\n\n \n\nPursuant\nto its written charter, the Audit Committee is responsible for pre-approving all audit and permitted non-audit services to be performed\nfor the Company by its independent registered public accounting firm. During the year, circumstances may arise that could require the\nengagement of the independent registered public accounting firm for additional services not contemplated in the original pre-approval.\nIn those instances, we will obtain pre-approval of the Audit Committee before engaging the independent registered public accounting firm.\n\n \n\n100%\nof the audit-related fees, tax fees and all other fees incurred during the fiscal year ended January 31, 2026, as applicable, were pre-approved\nby our Audit Committee.\n\n \n\nReport\nof the Audit Committee\n\n \n\nThe\nAudit Committee has reviewed and discussed the audited financial statements for the fiscal year ended January 31, 2026, with the Company’s\nmanagement.\n\n \n\nThe\nAudit Committee has discussed with the Company’s independent auditors the matters required to be discussed by the applicable requirements\nof the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.\n\n \n\nThe\nAudit Committee has received the written disclosures and the letter from the Company’s independent accountants required by the\napplicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning\nindependence, and has discussed with the independent accountant the independent accountant’s independence.\n\n \n\nBased\non the review and discussions with management and our independent registered public accounting firm identified above, the Audit Committee\nrecommended to the Board that the audited financial statements be included in the Company’s annual report on Form 10-K for the\nfiscal year ended January 31, 2026, for filing with the SEC.\n\n \n\nLynn\nL. Blake (Chair)\n\nMeghan Henson\n\nShirley Romig\n\n \n\n12\n\n \n\n** **\n\nEXECUTIVE\nCOMPENSATION\n\n \n\nCompensation\nDiscussion and Analysis\n\n \n\nThis\ncompensation discussion and analysis:\n\n \n\n●describes\nour compensation philosophy, objectives, and programs for our named executive officers;\n\n \n\n●describes\nthe process conducted to determine the compensation program elements and targets; and\n\n \n\n●provides\ndetail of each element of our named executive officers’ compensation, including targeted\nand actual compensation for the fiscal year ended January 31, 2026.\n\n \n\n**Our\nNamed Executive Officers**\n\n** **\n\nOur\n“named executive officers” or “NEOs” for the fiscal year ended January 31, 2026, are:\n\n \n\n**Name**\n \n**Title**\n\nAdam\nL. Michaels\n \nChief\nExecutive Officer and Chairman\n\nAnthony\nGruber\n \nChief\nFinancial Officer\n\nMoore\n(Skip) Tappan\n \nChief\nOperating Officer\n\n** **\n\n**Executive\nSummary**\n\n** **\n\nOur\ncompensation philosophy is built on a foundation of pay-for-performance and is designed to reward named executive officers for positive\noutcomes for the Company and its stockholders over time.\n\n \n\nBelow\nis a summary of the key decisions that impacted compensation for our named executive officers for the most recent fiscal year:\n\n \n\n●Base\nsalaries were consistent with general market practices and within pay levels of our comparable\npeer group. Base salary increases are considered at least annually for named executive officers\nbased on competitive pay levels and individual performance during the prior fiscal year.\nWhen base salaries were evaluated for the fiscal year ended January 31, 2026, the Committee\ndetermined that some increases were appropriate given overall performance and overall market\ndynamics.\n\n \n\n●Time-based\nrestricted stock unit (“RSU”) awards and performance based restricted stock unit\n(“PSU”) awards are awarded based on an evaluation of market practices, performance\nagainst Company goals for the prior fiscal year, executive performance, retention, and our\ndesire to align the interests of our named executive officers with those of our stockholders.\n\n \n\nAs\ndiscussed in further detail in this Compensation Discussion and Analysis, we believe that our Company exercises sound executive compensation\noversight and payment practices, including:\n\n \n\n●independent\noversight of compensation programs by our People and Compensation Committee and its use of\nexternal advisors as needed;\n\n \n\n●balanced\ncompensation arrangements that emphasize pay-for-performance, alignment with the creation\nof long-term stockholder value, and attraction and retention of critical talent without introducing\ninappropriate risk;\n\n \n\n●maintaining\na clawback policy in compliance with applicable requirements;\n\n \n\n●competitive\ncompensation levels that are supported by the compensation practices among peers; and\n\n \n\n●multiple\ncompensation elements that emphasize both short- and long-term business growth and success.\n\n \n\n“Say-on-Pay”\nAdvisory Vote to Approve Executive Compensation\n\n \n\nAt\nour annual meeting of stockholders held on July 3, 2025, approximately 98% of the votes cast approved, on an advisory basis, the compensation\nof our named executive officers as disclosed in the proxy statement for that annual meeting. Our People and Compensation Committee has\nconsidered the results of that vote in its subsequent deliberations, and no significant changes have been made in compensation policies\nor practices as a result of the vote because of the stockholder support for our executive compensation evidenced by the voting results.\n\n \n\n13\n\n \n\n \n\nCompensation\nPhilosophy\n\n \n\nOur\ncompensation philosophy is designed to support the Company’s business strategy by attracting, motivating, and retaining highly\nqualified executives while maintaining a strong alignment between pay and performance. Given our size, stage of development, and competitive\nmarket for talent, we seek to provide a balanced and pragmatic compensation program that:\n\n** **\n\n●*Aligns\npay with performanc*e. A significant portion of executive compensation is variable and\ntied to Company and individual performance, reinforcing accountability for results that drive\nlong-term stockholder value.\n\n** **\n\n●*Provides\nretention and stability*. Compensation is structured to promote retention of key executives,\nbalancing short-term incentives with longer-term equity awards.\n\n \n\nCompensation\nDetermination Process\n\n \n\nThe\nPeople and Compensation Committee also regularly consults with our Chief Executive Officer, who makes recommendations regarding compensation\nof our other executive officers. Our Chief Executive Officer participates in some of the committee’s deliberations regarding compensation\nfor our other executive officers. However, all compensation decisions for executive officers are made by the Compensation Committee.\nOur Chief Executive Officer is not present during voting or deliberations relating to his own compensation.\n\n \n\nCompensation\nPeer Group\n\n \n\nFor\nthe fiscal year ended January 31, 2026, the People and Compensation Committee leveraged a combination of internal compensation resources,\nprior year data from the past two years, and certain information from public filings with the U.S. Securities and Exchange Commission\nto provide a competitive analysis of the base salaries, annual cash incentives and equity incentive elements and levels for key employees,\nincluding all of our named executive officers. While the committee does not conduct direct benchmarking of any executive officer elements\nor total compensation, it does refer to similarly situated companies for purposes of evaluating the competitiveness and reasonableness\nof its executive compensation.\n\n \n\nFor\nthe fiscal year ended January 31, 2026, our peer group, based on our business model, financial metrics, and appropriate competitors within\nour general market, consisted of:\n\n \n\n \nLifeway\nFoods, Inc. (Nasdaq:LWAY)\n\nBridgford\nFoods Corporation (Nasdaq:BRID)\n \nLimoneira\nCompany (Nasdaq:LMNR)\n\nCoffee\nHolding Co., Inc. (Nasdaq:JVA)\n \nSkinHealth\nSystems Inc.(a) (Nasdaq:SKIN)\n\nEscalade,\nIncorporated (Nasdaq:ESCA)\n \nThe\nHonest Company, Inc. (Nasdaq:HNST)\n\nFarmer\nBros. Co. (Nasdaq:FARM)\n \nVital\nFarms, Inc. (Nasdaq:VITL)\n\nFitLife\nBrands, Inc. (Nasdaq:FTLF)\n \nWaldencast\nplc (Nasdaq:WALD)\n\nIspire\nTechnology Inc. (Nasdaq:ISPR)\n \nZevia\nPBC (NYSE:ZVIA)\n\nLakeland\nIndustries, Inc. (Nasdaq:LAKE)\n \n \n\n \n\n \n\n(a)\nFormerly The Beauty Health\nCompany.\n\n \n\nElements\nof Compensation\n\n \n\nTotal\nCash Compensation\n\n \n\nTo\ndetermine the allocation of compensation among each of our cash compensation program elements, we consider market practices and the practices\nof companies within our peer group as well as our core compensation philosophy of maintaining a pay-for-performance environment. The\nportion of total cash compensation dependent on annual incentives differs by position and seeks to reward employee performance that can\ndrive financial performance and growth while also assuring roles that oversee monitoring and managing operating risks are not encouraged\nto take excessive risks.\n\n \n\nTarget\ntotal cash compensation for our named executive officers for the fiscal year ended January 31, 2026 was:\n\n \n\nNamed Executive\nOfficer \nAnnual\nBase Salary\n($)  \nTarget\nAnnual Cash Incentive\n($)  \nTarget\nAnnual Cash Incentive as % of Base Salary\n(%)  \nTotal\nTarget Cash Compensation\n($) \n\nAdam L. Michaels \n$450,000  \n$450,000  \n 100% \n$900,000 \n\nAnthony Gruber \n$275,000  \n$137,500  \n 50% \n$412,500 \n\nMoore (Skip) Tappan \n$307,500  \n$153,750  \n 50% \n$461,250 \n\n \n\n14\n\n \n\n** **\n\nBase\nSalaries\n\n \n\nBase\nsalary levels reflect our compensation philosophy of providing compensation, as appropriate, that is contingent on the achievement of\nperformance objectives while providing a market-competitive level of salary that will allow us to attract and retain talent. Base salaries\nare reviewed annually but are not automatically increased. Adjustments for executive officers are approved by the People and Compensation\nCommittee based upon changes in competitive market data and the compensation determination factors listed earlier in this Compensation\nDiscussion and Analysis.\n\n \n\nBased\nprimarily on economic factors of the business, our competitive market analysis for each position and the individual’s past performance,\nbase salaries for our named executive officer for the fiscal year ended January 31, 2026 were increased in amounts varying from 2.5%\nto 10.0%. The increases were determined based on overall market dynamics and each individual’s performance during the prior fiscal\nyear.\n\n \n\n \nFiscal\nYear Ended January 31,  \nIncrease \n\n**Named Executive\nOfficer** \n2025  \n2026  \n**(%)** \n\nAdam L. Michaels \n$450,000  \n$450,000  \n None \n\nAnthony Gruber \n$250,000  \n$275,000  \n 10.0%\n\nMoore (Skip) Tappan \n$300,000  \n$307,500  \n 2.5%\n\n \n\nAnnual\nCash Incentive Programs\n\n \n\nOur\nannual cash incentive program provides employees, including each of our named executive officers, the opportunity to receive cash incentive\npayments depending on the degree to which we achieve or exceed annual financial goals. This incentive typically has been tied to achievement\nof net revenue and earnings before interest, taxes, depreciation and amortization (“EBITDA”), subject to any appropriate\nadjustments (“adjusted EBITDA”). The program historically has required a minimum threshold of performance to earn any payment,\nwhich remained true for the fiscal year ended January 31, 2026. Participants were only eligible to receive payments after the end of\nthe fiscal year following the People and Compensation Committee’s review and approval of final performance, including financial\nperformance evidenced by our audited financial statements. See page 25 for additional information regarding adjusted EBITDA, including\na reconciliation to the most directly comparable financial measure calculated and presented in accordance with GAAP.\n\n \n\nCash\nincentive plan metrics and potential cash incentive amounts are determined by the People and Compensation Committee based upon elements\nof our board-approved operating plan for that year. In some years, the metrics have included other objective measurements of quarterly\nor annual financial success as approved by the Committee. The annual cash incentive component pays out based on performance if the participant\nremains employed with us for the full year. In the event the employment of a participant is terminated without cause during the year,\npayment of any annual incentive component will be based on their employment agreement. The People and Compensation Committee approves\nplan elements and targets that they believe will support continued growth and creation of stockholder value.\n\n \n\nThe\nCommittee also reserves the right to award discretionary cash bonuses based upon its assessment of a named executive officers’\nperformance and contributions.\n\n \n\nCash\nIncentive Compensation for Fiscal Year Ended January 31, 2026\n\n \n\nFor\nthe fiscal year ended January 31, 2026, the People and Compensation Committee established an annual cash incentive program for senior\nleadership that was designed to incent and reward growth and operational improvements. Performance goals were established based on target\nyear-over-year increases in net revenue (20% weighting), adjusted EBITDA as a percentage of net revenue (30% weighting), and gross margin\nas a percentage of net revenue (15% weighting). Additionally, the committee established qualitative objectives (collectively, 35% weighting)\nconsisting of successfully improving the Company’s internal control over financial reporting and disclosure controls in light of\nthe Company’s recent transition to accelerated filer status subject to Section 404(b) of the Sarbanes-Oxley Act of 2002, achieving\nfurther improvements in employee engagement, and driving a substantial increase in annualized net revenues pursuant to the acquisition\nof one or more businesses.\n\n \n\nThe\nfollowing table summarizes actual performance against the established quantitative targets:\n\n \n\nQuantitative\nMetric \nTarget  \nActual  \nWeighting  \nEarned\nIncentive Payout \n\nNet Revenue \n18% \n20% \n20% \n22.2%\n\nAdjusted EBITDA Margin \n10%\nof Net Revenues  \n9%\nof Net Revenues  \n30% \n27.0%\n\nGross Margin \n30%\nof Net Revenues  \n25%\nof Net Revenues  \n15% \n12.5%\n\n \n\nIn\naddition to the foregoing, the committee determined that each of the qualitative metrics were achieved, including a substantial increase\nin net revenues resulting from the acquisition of the Crown 1 Business (as defined herein).\n\n \n\n15\n\n \n\n \n\nAs\na result of the foregoing, and the committee’s determinations of each participant’s role in achieving the qualitative metrics,\nactual cash incentive compensation payments earned for the fiscal year ended January 31, 2026 were as follows:\n\n \n\nNamed Executive\nOfficer \nTotal\nTarget Cash Incentive ($)  \nActual\nCash Incentive Earned\n($)  \nPercentage\nof Total Target Cash Incentive Earned\n(%) \n\nAdam L. Michaels \n$450,000  \n$360,000  \n 80.0%\n\nAnthony Gruber \n$137,500  \n$110,000  \n 80.0%\n\nMoore (Skip) Tappan \n$153,750  \n$125,000  \n 81.3%\n\n \n\nA\ndetailed analysis of our financial and operational performance is contained in the Management’s Discussion & Analysis section\nof our annual report on Form 10-K filed with the SEC.\n\n \n\nIn\nFebruary 2025, the People and Compensation Committee reviewed and conducted an evaluation of the Company’s performance and the\nindividual performances of our senior leadership, including all three of our executive officers, with respect to the prior fiscal year\nended January 31, 2025. Based on that review and as recognition for their respective performances during the prior fiscal year, the People\nand Compensation Committee approved cash bonuses to the executive officers, which were paid in the amounts of $55,000 for Mr. Michaels;\n$50,000 for Mr. Gruber; and $30,000 for Mr. Tappan.\n\n \n\nEquity\nIncentive Compensation\n\n \n\nEquity\nincentive compensation is designed to reward demonstrated performance and leadership, motivate future superior performance that drives\ncompany growth, aligns the interests of the participants with our stockholders, and allows us to attract and retain talent through the\npotential for significant long-term rewards. These awards seek to align our equity incentive compensation with market practices and support\nour compensation philosophy.\n\n \n\nWe\nhave made equity awards to certain employees, including our named executive officers at least annually as well as in connection with\ncommencement of service, promotions, or as acknowledgements for extraordinary performance. Equity award amounts historically have been\nbased upon competitive equity compensation within our market and our Company’s business and equity profiles. Existing ownership\nlevels generally are not a factor in award determinations as we do not intend to discourage executive officers from accumulating our\nstock. However, the People and Compensation Committee may consider an executive officer’s previous and outstanding equity awards\nand may approve larger awards in certain circumstances, such as to newer executive officers with less equity by reason of their shorter\ntenure.\n\n \n\nEquity\nAwards for Fiscal Year Ended January 31, 2026\n\n \n\nIn\nthe fiscal year ended January 31, 2026, our Chief Executive Officer received grants of RSUs and PSUs. The Committee determined the award\nvalue based on overall market dynamics and with consideration of prior awards. On April 15, 2025, the People and Compensation Committee\ngranted Mr. Michaels an RSU award consisting of the right to receive 94,200 shares of common stock in three substantially equal\nannual installments on April 15, 2026, 2027, and 2028. The committee has granted a portion of equity awards in PSUs, primarily because\nPSUs vest based upon the achievement of one or more operating metrics as opposed to vesting only based on continued employment. Also\non April 15, 2025, Mr. Michaels was granted a PSU award based on a target amount of 94,200 shares of common stock. The PSU was eligible\nto vest and settle into RSUs based on adjusted EBITDA measured over a performance period from February 1, 2025 to January 31, 2026.\n\n \n\nPerformance\nLevel \nAdjusted\nEBITDA  \nMultiplier  \nShares \n\nThreshold \n$13,400,000  \n 50% \n 47,100 \n\nTarget \n$14,900,000  \n 100% \n 94,200 \n\nMaximum \n$16,400,000  \n 110% \n 103,620 \n\n \n\nIf\nadjusted EBITDA achieved by the Company for the performance period was between the performance levels specified above, then the corresponding\npayout factor was to be determined by linear interpolation. Actual performance below the threshold performance level specified in the\ntable would have resulted in no units being earned. On April 8, 2026, the committee certified a multiplier of approximately 103%, based\non actual adjusted EBITDA of $15,421,000 for the applicable performance period. As a result, Mr. Michaels is eligible to receive 97,478\nshares of common stock subject to final vesting and settlement of the PSU on April 15, 2028, the third anniversary of the original PSU’s\ndate of grant.\n\n \n\nOn\nJune 6, 2025, the People and Compensation Committee granted each of Messrs. Gruber and Tappan an RSU award consisting of the right\nto receive 5,700 shares of common stock in three substantially equal annual installments on June 6, 2026, 2027, and 2028. The Committee\ndetermined the value of such awards based on overall market dynamics and with consideration of prior awards.\n\n \n\nMr.\nMichaels’ employment agreement also entitles him to an annual RSU award with a grant date value of $200,000. On October 31, 2025,\nin accordance with the terms of his employment agreement, he received an RSU award consisting of 18,885 shares, eligible to vest in four\nsubstantially equal annual installments on September 22, 2026, 2027, 2028, and 2029.\n\n \n\n16\n\n \n\n \n\nPrior\nYear PSUs\n\n \n\nAs\npreviously reported, pursuant to Mr. Michaels’ employment agreement, on October 18, 2023, he received a sign-on stock PSU award\nrepresenting an opportunity to receive shares of our common stock based on the percentage increase in the Company’s stock price\nmeasured against a beginning price of $1.38 and ending with the 90-calendar day closing price preceding June 21, 2027. The number of\nshares earned will range between a minimum of 525,000 shares based on a compound average growth rate (“*CAGR*”) of 20%\nand a maximum of 1,200,000 shares based on a CAGR of 45% or more. Also pursuant to Mr. Michaels’ employment agreement, he received\na sign-on pre-tax profit per share PSU award representing an opportunity to receive shares of our common stock based on pre-tax profit\nper share adjusted for non-recurring events measured against a beginning value of $0.0299 and ending with the pre-tax profit per share\nfor the Company’s fiscal year ending January 31, 2027. The number of shares earned will range between a minimum of 175,000 shares\nbased on a CAGR of 20% and a maximum of 400,000 shares for a CAGR of 45% or more.\n\n \n\nAs\npreviously reported, on October 18, 2023, Mr. Gruber received a PSU award representing an opportunity to receive shares of our common\nstock based on the percentage increase in the Company’s stock price measured against a beginning price of $1.38 and ending with\nthe 90-calendar day average closing price preceding September 22, 2027. The number of shares earned will range between a minimum of 180,000\nshares based on a CAGR of 20% and a maximum of 540,000 shares based on a CAGR of 40% or more.\n\n \n\nAs\npreviously reported, on September 12, 2024, Mr. Tappan received a PSU award representing an opportunity to receive shares of our common\nstock based on the percentage increase in the Company’s earnings per share measured against a beginning value of $0.17 and ending\nwith the Company’s earnings per share for the fiscal year ending January 31, 2029. The number of shares earned will range between\na minimum of 300,000 shares based on a CAGR of 20% and a maximum of 500,000 shares based on a CAGR of 40% or more.\n\n \n\nNo\nportion of any of the foregoing PSU awards will vest if the CAGR for the performance period is less than the minimum value. Straight-line\ninterpolation will be applied to determine the portion of each PSU award that will vest.\n\n \n\nSpecial\nEquity Incentive Awards\n\n \n\nAs\nrecognition for the successful acquisition and integration of the Crown 1 Business during the fiscal year ended January 31, 2026, the\nPeople and Compensation Committee awarded on April 17, 2026 one-time restricted stock unit awards to certain members of the Company’s\nleadership team representing a target value of $50,000 divided by the fair market value of our common stock as of the grant date, subject\nto appropriate rounding. Accordingly, Messrs. Gruber and Tappan each received an award of 3,500 RSUs, representing a right to receive\nthe same number of shares in three equal installments on April 15, 2027, 2028, and 2029.\n\n \n\nPerquisites\n\n \n\nWe\ndo not provide our Named Executives with perquisites and benefits over and above the benefits that are available to all regular full-time\nemployees, except for $15,000 annual automotive allowances.\n\n \n\nEmployment\nAgreements\n\n \n\nWe\nhave entered into employment agreements with our named executive officers to establish key terms of employment, performance, expectations\nfor compensation reviews and adjustments, and provide contractual arrangements that address the consequences of significant organization\nchanges, all of which we believe substantially aid the attraction and retention of executives.\n\n \n\nChief\nExecutive Officer\n\n \n\nWe\nare party to an employment agreement dated June 21, 2022, with Adam L. Michaels relating to his service as Chief Executive Officer for\nan initial term of five years. The agreement established an initial base salary of $325,000 per year, reviewed annually by the Board\nfor possible increase based on his performance during the preceding fiscal year. The agreement also entitles Mr. Michaels to a target\nannual cash bonus equal to 100% of his base salary, with targets based on sales goals and pre-tax profit goals. The agreement provided\nfor the award of sign-on RSUs and five-year PSUs and provides for annual awards of restricted stock units, in each case under the 2021\nPlan.\n\n \n\nChief\nFinancial Officer\n\n \n\nWe\nare party to an employment agreement dated September 19, 2022, with Anthony Gruber, relating to his service as Chief Financial Officer\nfor an initial term of five years. The agreement established an initial annual base salary of $250,000 per year and provides for his\neligibility to receive a year-end bonus of up to $125,000. He also received sign-on PSUs under the 2021 Plan. As part of the agreement,\nMr. Gruber is subject to confidentiality and non-solicitation provisions regarding Mama’s Creations and certain covenants not to\ncompete.\n\n \n\nChief\nOperating Officer\n\n \n\nWe\nare party to an employment agreement, effective September 3, 2024, with Moore (Skip) Tappan relating to his services as Chief Operating\nOfficer. Pursuant to the Employment Agreement, Mr. Tappan has initial annual base salary of $300,000 and is eligible for annual executive\nbonuses of up to 50% of his base salary based on the achievement of target goals, as approved by the Board. Mr. Tappan is eligible to\nparticipate in all of the Company’s benefit plans made available to its employees and senior executives.\n\n \n\n17\n\n \n\n \n\nCompensation\nCommittee Report\n\n \n\nThe\nPeople and Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement\nwith management. Based on our Committee’s review of and the discussions with management with respect to the Compensation Discussion\nand Analysis, our Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement\nand in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026 for filing with the SEC.\n\n \n\nThe\nforegoing report is provided by the following directors, who constitute the Committee:\n\n \n\nLynn\nL. Blake\n\nMeghan Henson (Chair)\n\nShirley Romig\n\n \n\nSummary\nCompensation Table\n\n \n\nThe\nfollowing table sets forth information about all compensation (cash and non-cash) for each individual who served as our principal executive\nofficer and principal financial officer in the fiscal year ended January 31, 2026, and the next most highly compensated executive officer\nin the same fiscal year who was still serving as such on January 31, 2026, along with information concerning compensation earned for\nservices in all capacities during each of the fiscal years ended January 31, 2026, 2025 and 2024.\n\n \n\nName\nand Position \nFiscal\nYear Ended \n**Salary(a)\n($)**  \n**Bonus(b)\n($)**  \n**Stock\nAwards(c) ($)**  \nOption\nAwards ($)  \n**Non-Equity\nIncentive Plan Compensation(d) ($)**  \n**All\nOther Compensation(e) ($)**  \nTotal\n($) \n\nAdam\nL. Michaels\n\n*Chief Executive Officer, Chairman* \n2026 \n 450,000  \n 55,000  \n 1,460,664  \n –  \n 360,000  \n 15,000  \n 2,340,664 \n\n  \n2025 \n 450,000  \n 375,000  \n 200,000  \n 200,000  \n    \n 15,000  \n 1,240,000 \n\n  \n2024 \n 450,000  \n 185,000  \n 3,657,312 (f) \n –  \n    \n 15,000  \n 4,307,312 \n\n  \n  \n    \n    \n    \n    \n    \n    \n   \n\nAnthony\nGruber *Chief Financial Officer* \n2026 \n 275,000  \n 50,000  \n 45,258  \n –  \n 110,000  \n 15,000  \n 495,258 \n\n  \n2025 \n 250,000  \n 100,000  \n –  \n –  \n    \n 15,000  \n 365,000 \n\n  \n2024 \n 250,000  \n 50,000  \n 397,016 (f) \n –  \n    \n 15,000  \n 712,016 \n\n  \n  \n    \n    \n    \n    \n    \n    \n   \n\nMoore\n(Skip) Tappan *Chief Operating Officer* \n2026 \n 307,500  \n 30,000  \n 45,258  \n –  \n 125,000  \n 15,000  \n 522,758 \n\n \n\n \n\n(a)\nPre-tax salary earned during\nthe fiscal year.\n\n(b)\nDiscretionary bonuses approved\nand paid out during the applicable fiscal year, based on performance during the prior fiscal year.\n\n(c)\nReflects grant date fair\nvalue of RSU and PSU awards granted in the respective fiscal year as computed in accordance with FASB Accounting Standards Codification\n(“ASC”) Topic 718 (“ASC 718”). The terms of RSUs and PSUs granted during the most recent fiscal year are\ndescribed in the Compensation Discussion and Analysis above. The grant date fair value for RSUs was determined by multiplying the\nnumber of restricted stock units by the closing stock price on the date of grant. The grant date fair value for PSUs is based on\nthe outcome of the performance conditions at the target payout under each award. For a description of the vesting terms of all stock\nawards, see the narrative disclosure under “Grants of Plan-Based Awards for Fiscal 2026” on page 21.\n\n(d)\nReflects cash incentive\npayments earned under our annual cash incentive plan for the applicable fiscal year.\n\n(e)\nRepresents annual automobile\nallowances.\n\n(f)\nAs disclosed in our 8-K\nfiled October 20, 2023, the stock awards granted to Mr. Michaels and Mr. Gruber in the fiscal year ended January 31, 2024 included\nsign-on and annual grants that were contemplated to be issued during the fiscal year ended January 31, 2023 in each of such\nexecutive’s employment agreement, but had not yet been granted due to stock units not being a type of equity award under the\nCompany’s 2021 Incentive Stock and Award Plan (the “2021 Plan”) prior to its amendment in October 2023. The number\nof units issued under each award, as detailed in the “Outstanding Equity Awards at Fiscal Year-End” table below, equal\nthe number of units that would have been issued at the time initially contemplated by such executive’s employment agreement.\nFor purposes of this table, the grant date fair values shown were computed in accordance with FASB ASC Topic 718 (“ASC 718”).\n\n \n\n18\n\n \n\n \n\nGrants\nof Plan-Based Awards During Fiscal 2026\n\n \n\n  \n  \n  \n   \n**Estimated\nFuture Payouts Under Equity Incentive Plan Awards(b)**  \n   \n  \n\nName \nAward\nType \nGrant\nDate \n\n**Estimated\nFuture Payouts Under Non-Equity Incentive Plan Awards(a)**\n\n**($)**\n  \n\n**Threshold**\n\n**(#)**\n  \n\n**Target**\n\n**(#)**\n  \n\n**Maximum**\n\n**(#)**\n  \n\n**All\nOther Stock Awards:**\n\n**Number\nof Shares of Stock or Units**\n\n**(#)**\n  \n\n**Grant\nDate Fair Value of Stock and Option Awards**\n\n**($)**\n \n\nAdam L. Michaels \nAIP \n4/15/2025 \n$450,000  \n    \n    \n    \n    \n   \n\n  \nRSU \n4/15/2025 \n    \n    \n    \n    \n 94,200 (c) \n 600,054 \n\n  \nPSU \n4/15/2025 \n    \n 47,100  \n 94,200  \n 103,620  \n    \n 660,618 \n\n  \nRSU \n10/31/2025 \n    \n    \n    \n    \n 18,885 (d) \n 199,992 \n\n  \n  \n  \n    \n    \n    \n    \n    \n   \n\nAnthony Gruber \nAIP \n4/15/2025 \n$137,500  \n    \n    \n    \n    \n   \n\n  \nRSU \n6/6/2025 \n    \n    \n    \n    \n 5,700 (e) \n 45,258 \n\n  \n  \n  \n    \n    \n    \n    \n    \n   \n\nMoore (Skip) Tappan \nAIP \n4/15/2025 \n$153,750  \n    \n    \n    \n    \n   \n\n  \nRSU \n6/6/2025 \n    \n    \n    \n    \n 5,700 (e) \n 45,258 \n\n \n\n \n\n(a)\nRepresents target payout under cash incentive arrangements,\nfor which there were no minimum or maximum amounts. See the discussion above under “Elements of Compensation—Cash Incentive\nCompensation for Fiscal Year Ended January 31, 2026” above.\n\n(b)\nThese represent PSUs with a target payout of 94,200\nshares of common stock were granted,. The PSU award is eligible to vest and settle into between 50% and 110% of the target shares\nbased on the Company’s actual performance against threshold, target, and maximum adjusted earnings before interest, taxes,\ndepreciation, and amortization and continued employment through April 15, 2029. In fiscal year 2027 the Board of Directors determined\nthat 97,478 shares will be vest on April 15, 2029 based on the company performance in fiscal year 2026.\n\n(c)\nScheduled to vest in three equal installments on April\n15, 2026, 2027, and 2028.\n\n(d)\nScheduled to vest in four equal installments on September\n22, 2026, 2027, 2028, and 2029.\n\n(e)\nScheduled to vest in three equal installments on June\n6, 2026, 2027, and 2028.\n\n \n\n19\n\n \n\n \n\nOutstanding\nEquity Awards at Fiscal Year-End\n\n \n\nThe\nfollowing table sets forth certain information regarding equity awards granted to our named executive officers and outstanding as of\nJanuary 31, 2026.\n\n \n\n** **** **\n** **** **\n**Option\nAwards**** **\n**Stock\nAwards**** **\n\nName \nGrant\nDate \nNumber\nof Securities Underlying Unexercised\nOptions (#) Exercisable  \nNumber\nof Securities Underlying Unexercised Options (#) Unexercisable  \nOption\nExercise Price\n($)  \nOption\nExpiration Date \nNumber\nof Shares or Units of Stock That\nHave Not Vested\n(#)  \n**Market\nValue of Shares or Units of Stock That Have Not Vested(a)L ($)**  \nNumber\nof Unearned Shares, Units or Other Rights That Have Not Vested\n(#)  \n**Payout\nValue of Unearned Shares, Units or Other Rights That Have Not Vested( a) ($)** \n\nAdam L. Michaels \n10/18/2023 \n    \n    \n    \n  \n 69,445 (b) \n 1,048,620  \n    \n   \n\n  \n10/18/2023 \n    \n    \n    \n  \n 46,297 (b) \n 699,085  \n    \n   \n\n  \n10/18/2023 \n    \n    \n    \n  \n 23,073 (c) \n 348,402  \n    \n   \n\n  \n10/18/2023 \n    \n    \n    \n  \n    \n    \n 525,000 (d) \n 7,927,500 \n\n  \n10/18/2023 \n    \n    \n    \n  \n    \n    \n 175,000 (e) \n 2,642,500 \n\n  \n9/24/2024 \n 12,935  \n 25,871 (f) \n 7.57  \n9/24/2034 \n    \n    \n    \n   \n\n  \n9/24/2024 \n    \n    \n    \n  \n 19,815 (g) \n 299,207  \n    \n   \n\n  \n4/15/2025 \n    \n    \n    \n  \n 94,200 (h) \n 1,422,420  \n    \n   \n\n  \n4/15/2025 \n    \n    \n    \n  \n 97,478 (i) \n 1,471,918  \n    \n   \n\n  \n10/31/2025 \n    \n    \n    \n  \n 18,885 (j) \n 285,164  \n    \n   \n\n  \n  \n    \n    \n    \n  \n    \n    \n    \n   \n\nAnthony Gruber \n10/18/2023 \n    \n    \n    \n  \n    \n    \n 203,285 (g) \n 3,069,604 \n\n  \n6/6/2025 \n    \n    \n    \n  \n 5,700 (k) \n 86,070  \n    \n   \n\n  \n  \n    \n    \n    \n  \n    \n    \n    \n   \n\nMoore (Skip) Tappan \n9/12/2024 \n    \n    \n    \n  \n 4,120 (l) \n 62,212  \n    \n   \n\n  \n9/12/2024 \n    \n    \n    \n  \n    \n    \n 300,000 (m) \n 4,530,000 \n\n  \n6/6/2025 \n    \n    \n    \n  \n 5,700 (k) \n 86,070  \n    \n   \n\n \n\n \n\n(a)\nEquals the number of shares\nunderlying stock units multiplied by $15.10, the closing price of our common stock on January 30, 2026, the last trading day of the\nfiscal year, as reported by Nasdaq.\n\n(b)\nScheduled to vest on September\n22, 2026.\n\n(c)\nScheduled to vest in two\nequal installments on September 22, 2026 and 2027.\n\n(d)\nPSUs eligible to be earned\nand vest, if at all, based on percentage increase in Company’s stock price, beginning with $1.38 (which was the 90-calendar\nday average closing price prior to September 22, 2022 and ending with the 90-calendar-day average closing price (for the days during\nsuch 90-calendar day period on which Company’s stock is traded) ending on September 22, 2027. The number of unearned units\nfor the award for Mr. Michaels was calculated assuming payout at threshold performance (20% CAGR). The number of unearned units for\nthe award for Mr. Gruber was calculated assuming payout at threshold performance (20% CAGR), which would result in the issuance of\ncommon stock equal to 0.5% of the then-current total outstanding shares of common stock (assumes that 37,599,015 shares are outstanding\nupon vesting).\n\n(e)\nPSUs eligible to be earned\nand vest, if at all, based on pre-tax profit per share adjusted for non-recurring events (as determined by the Committee). The “Beginning\nBase” is the pre-tax profit per share, as adjusted, for the Company’s fiscal year ended January 31, 2022, which was $0.0299.\nActual performance will be based on the pre-tax profit per share for the Company’s fiscal year ending January 31, 2027. The\nnumber of unearned units was calculated assuming payout at threshold performance (20% CAGR).\n\n(f)\nScheduled to vest in three\nsubstantially equal annual installments on September 22, 2025, 2026, and 2027.\n\n(g)\nScheduled to vest in three\nequal installments on September 24, 2026, 2027, and 2028.\n\n(h)\nScheduled to vests in three\nequal installments on April 15 2026, 2027, and 2028.\n\n(i)\nShares subject to PSU following\ndetermination of performance, scheduled to vest on April 15, 2028.\n\n(j)\nScheduled to vest in four\nequal installments on September 22, 2026, 2027, 2028, and 2029.\n\n(k)\nRestricted Stock Units\nscheduled to vest in three substantially equal annual installments on each of June 6, 2026, June 6, 2027, and June 6, 2028.\n\n(l)\nRSUs scheduled to vest\nin two substantially annual installments on each of September 12, 2026, and September 12, 2027.\n\n(m)\nPSUs eligible to be earned\nand vest, if at all, based on earnings per share. The “Beginning Base” is the earnings per share, for the Company’s\nfiscal year ended January 31, 2023, which was $0.17. Actual performance will be based on earnings per share for the Company’s\nfiscal year ending January 31, 2028. The number of unearned units was calculated assuming payout at threshold performance (20% CAGR).\n\n \n\n20\n\n \n\n** **\n\nOption\nExercises and Stock Vested During Fiscal 2026\n\n \n\n  \nStock\nAwards \n\nName \nNumber\nof Shares Acquired on Vesting\n(#)  \n**Value\nRealized on Vesting(a) ($)** \n\nAdam L. Michaels \n 133,382  \n 1,466,008 \n\n  \n    \n   \n\nAnthony Gruber \n –  \n – \n\n  \n    \n   \n\nMoore (Skip) Tappan \n 2,039  \n 28,403 \n\n \n\n \n\n(a)\nRepresents the number of\nshares vested multiplied by the market value of the shares on the date they were vested.\n\n \n\nPotential\nPayments upon Termination or Change-in-Control\n\n \n\nPursuant\nto the employment agreements with Messrs. Michaels, Gruber, and Tappan, if any of their employment is terminated by us for any reason\nother than for “cause,” or is terminated by them for “good reason” (each term as defined in the respective employment\nagreement), then he would be eligible to receive, in addition to all compensation accrued through the termination date, subject to his\nexecution and non-revocation of a release of claims, (a) a lump sum payment equal to his annualized base salary, (b) a prorated annual\nbonus based on actual performance for the performance year in which the termination occurs, (c) up to 12 months of premiums for continuation\nof health coverage following the termination, and (d) for Mr. Michaels, accelerated vesting of (i) all unvested annual RSUs that would\nvest during the one-year period following termination of employment, (ii) all unvested RSUs, and (iii) unvested PSUs would be earned\nbased on actual performance of Mama’s Creations through the date of termination as if such date was the end of the performance\nperiod and prorated through the date of termination. If any such termination occurs within two years following a “change in control”\n(as defined in his employment agreement), then he would be entitled to receive the same types of payments, instead consisting of (x)\na lump sum payment equal to two times his annualized base salary and (y) up to 18 months of premiums for continuation of health coverage.\nDouble-trigger acceleration would also apply to the outstanding equity awards based on the terms of the applicable employment agreement.\n\n \n\nPursuant\nto the employment agreements with Mr. Michaels and Mr. Gruber, upon a change in control of Mama’s Creations during the applicable\nperformance period of sign-on PSUs, the number of shares earned would be fixed based on the change in control stock price or pre-tax\nprofit per share, as applicable, at that time for the trailing twelve-month period. If the PSUs remain outstanding and are assumed by\nMama’s Creations’ successor following the change in control, the PSUs would cease to be subject to performance vesting but\nwould remain subject to service-based vesting for the remainder of the applicable performance period.\n\n \n\nUnder\nthe terms of the PSU award agreements, if an executive voluntarily terminates his or her employment or if we terminate such person’s\nemployment for cause, the PSUs that have not vested would be forfeited. In the case of a termination (i) due to death, the executive\nreceives a prorated vesting and payout of PSUs equal to the target number of PSUs prorated for the number of days employed during the\nperformance period, or (ii) due to disability, the executive receives a prorated vesting and payout of PSUs equal to the actual number\nof PSUs that would have vested on the scheduled vesting date prorated for the number of days employed during the performance period.\n\n \n\nUnder\nthe terms of the RSU award agreements, upon a termination due to death or disability, all unvested RSUs would accelerate and vest. If\na change in control occurs prior to the final scheduled vesting date, then (i) if the unvested RSUs are continued, assumed or replaced\nin connection with the change in control and the executive’s employment is terminated within 12 months following the change in\ncontrol due to an involuntary termination for reasons other than cause or a resignation for good reason, then all unvested RSUs would\nimmediately vest in full.\n\n \n\n21\n\n \n\n \n\n \n\nThe\ntable that follows provides the estimated additional payments and benefits that would be provided to our named executive officers or\ntheir beneficiaries under the employment agreements and equity compensation plans described above under various scenarios involving a\ntermination of employment and/or a change in control, and assuming that the event(s) occurred on January 31, 2026.\n\n \n\nCompensation\nElement \nTermination\nWithout Cause or for Good Reason\n($)  \nDeath\nor Disability\n(Single Trigger)\n($)  \n**Change\nin Control(a) (Double Trigger) ($)** \n\nSeverance(b) \n    \n    \n   \n\nAdam L.\nMichaels \n$450,000  \n    \n$900,000 \n\nAnthony Gruber \n$275,000  \n    \n$550,000 \n\nMoore (Skip) Tappan \n$307,500  \n    \n$615,000 \n\n  \n    \n    \n   \n\nMedical Benefit Continuation(c) \n    \n    \n   \n\nAdam L. Michaels \n -  \n    \n - \n\nAnthony Gruber \n$16,711  \n    \n$25,067 \n\nMoore (Skip) Tappan \n$28,778  \n    \n$43,166 \n\n  \n    \n    \n   \n\nPro Rata Bonus(d) \n    \n    \n   \n\nAdam L. Michaels \n$450,000  \n$450,000  \n$450,000 \n\nAnthony Gruber \n$137,500  \n$137,500  \n$137,500 \n\nMoore (Skip) Tappan \n$153,750  \n$153,750  \n$153,750 \n\n  \n    \n    \n   \n\nRestricted Stock Units(e) \n    \n    \n   \n\nAdam L. Michaels \n    \n$4,102,898  \n$4,102,898 \n\nAnthony Gruber \n    \n$86,070  \n$86,070 \n\nMoore (Skip) Tappan \n    \n$86,070  \n$86,070 \n\n  \n    \n    \n   \n\nPerformance Stock Units(e) \n    \n    \n   \n\nAdam L. Michaels \n    \n$12,041,918  \n$25,631,918 \n\nAnthony Gruber \n    \n$3,069,604  \n$8,154,000 \n\nMoore (Skip) Tappan \n    \n$8,530,000  \n$7,550,000 \n\n  \n    \n    \n   \n\nTotal \n    \n    \n   \n\nAdam L. Michaels \n$900,000  \n$16,594,816  \n$31,084,816 \n\nAnthony Gruber \n$429,211  \n$3,293,174  \n$8,952,637 \n\nMoore (Skip) Tappan \n$490,028  \n$8,769,820  \n$8,447,986 \n\n \n\n \n\n(a)\nPayments upon termination\nwithout cause or for good reason assumed to have occurred within one year or less following a change in control.\n\n(b)\nSee the narrative disclosure\npreceding this table for an explanation of applicable severance payments.\n\n(c)\nPro rata bonus is based\non the number of months that the individual was employed during the year in which his employment was terminated and our actual performance\nagainst the annual objectives set by the Committee. For purposes of this presentation, since the assumed date of termination is January\n31, 2026, the bonus amount shown for all executives is the actual cash incentive earned for the full fiscal year ended on the same\ndate.\n\n(d)\nAmounts represent intrinsic\nvalue of stock option award as of January 31, 2026 for which vesting could have been accelerated. The dollar value is based on the\ndifference between $15.10, the closing price of our common stock on January 30, 2026 (the last trading day of the fiscal year), and\nthe option exercise price.\n\n(e)\nAmounts represent the value\nof unvested RSUs and PSUs (assuming target payout for the award granted in 2024 and threshold payout for the awards granted in 2023\nto approximate actual performance; and assuming maximum payout in connection with a change in control) using closing price of $15.10\nof our common stock on January 30, 2026 (the last trading day of the fiscal year).\n\n \n\nCEO\nPay Ratio\n\n \n\nWe\nare providing the following information about the relationship between the annual total compensation of our median employee and the annual\ntotal compensation of Adam L. Michaels, our Chief Executive Officer (our “CEO”):\n\n \n\nFor\nthe year ending January 31, 2026, our last completed fiscal year:\n\n \n\n●the\nannual total compensation of our median employee was $39,200; and\n\n \n\n●the\nannual total compensation of our CEO, as reported in the Summary Compensation Table included\non page 18 of this proxy statement, was $2,340,664.\n\n \n\nBased\non this information for fiscal year 2026, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual\ntotal compensation of our median employee was 60:1. Our pay ratio estimate has been calculated in a manner consistent with Item 402(u)\nof Regulation S-K.\n\n \n\n●We\nidentified our median employee based on taxable compensation paid during fiscal year 2026\nto all members of our workforce who were employed on December 31, 2025, other than (i) our\nCEO and (ii) 177 employees acquired in connection with the acquisition of the business of\nCrown I Enterprises Inc. on September 2, 2025 (the “Crown 1 Business”) (including\nfull-time, part-time, and temporary employees).\n\n \n\n●Once\nwe identified our median employee, we then determined that employee’s total compensation,\nincluding any perquisites and other benefits, in the same manner that we determine the total\ncompensation of our named executive officers for purposes of the Summary Compensation Table\ndisclosed above.\n\n \n\nThe\nSEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation\nallow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that\nreflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable\nto the pay ratio reported below, as other companies have different employee populations and compensation practices and may utilize different\nmethodologies, exclusions, estimates and assumptions in calculating their own pay ratios.\n\n \n\n22\n\n \n\n \n\nPAY\nVERSUS PERFORMANCE\n\n \n\nPay\nVersus Performance Table\n\n \n\nThe\nfollowing table sets forth additional compensation information of our principal executive officers (“PEO”) and averaged compensation\ninformation for our other named executive officers (“Other NEOs”) along with total stockholder return (“TSR”)\nand net income for the fiscal years ended January 31, 2026, 2025, 2024, 2023, and 2022 (all amounts are presented in dollars).\n\n \n\nFiscal\nYear Ended \nWolf(a)  \nMichaels(a)  \nWolf(b)  \nMichaels(b)  \n\nfor\nOther\n\nNEOs(a)\n  \n\nto\nOther\n\nNEOs(b)\n  \nCompany\nTSR(c)  \n**Peer\nGroup TSR(c)(f)**  \n\n**Net Income\n(Loss)(c)(d)**\n  \n\nAdjusted\n\n**EBITDA(e)**\n \n\n  \n**Summary\nCompensation Table Total for PEOs(a)**  \n**Compensation\nActually Paid to PEOs(b)**  \n\n**Average\nSummary Compensation Table Total**\n\n****\n  \n\n**Average\nCompensation Actually Paid**\n\n****\n  \n**Value\nof Initial Fixed $100 Investment Based On TSR(c)**  \n****  \n**** \n\nFiscal\nYear Ended \nWolf  \nMichaels  \nWolf  \nMichaels  \n\nfor\nOther\n\nNEOs(a)\n  \n\nto\nOther\n\nNEOs(b)\n  \nCompany\nTSR  \n**Peer\nGroup TSR(f)**  \n\n**Net Income\n(Loss)(d)**\n  \n\nAdjusted\n\n**EBITDA(e)**\n \n\n2026 \n –  \n 2,340,664  \n –  \n 20,697,881  \n 509,008  \n 4,568,453  \n 807.49  \n 111.07  \n 5,286,000  \n 15,421,000 \n\n2025 \n –  \n 1,240,000  \n –  \n 7,943,339  \n 350,000  \n 1,288,401  \n 411.76  \n 110.40  \n 3,711,000  \n 10,127,000 \n\n2024 \n –  \n 4,307,312  \n –  \n 5,824,233  \n 509,238  \n 714,624  \n 230.48  \n 105.10  \n 6,561,000  \n 11,658,000 \n\n2023 \n 142,167  \n 135,417  \n 142,167  \n 135,417  \n 172,972  \n 172,972  \n 106.94  \n 110.23  \n 2,302,000  \n 4,464,000 \n\n2022 \n 215,000  \n –  \n 215,000  \n –  \n 206,978  \n 206,978  \n 103.74  \n 105.27  \n (252,000) \n 3,601,000 \n\n \n\n(a)\nCarl T. Wolf ceased services\nas Chief Executive Officer (principal executive officer) and Adam L. Michaels commenced service as Chief Executive Officer in September\n2022. For the fiscal years ended January 31, 2026, the Other NEOs were Anthony Gruber and Moore (Skip) Tappan. For the fiscal\nyears ended January 31, 2025, and 2024, the Other NEOs were Steven Burns and Anthony Gruber. For the fiscal year ended January 31,\n2023, the Other NEOs were Matthew Brown, Steven Burns, Anthony Gruber, and Lawrence Morgenstein. For the fiscal year ended January 31,\n2022, the Other NEOs were Matt Brown, Steven Burns and Lawrence Morgenstein.\n\n(b)\nSEC rules require certain\nadjustments be made to the Summary Compensation Table (“SCT”) totals to determine “compensation actually paid”\n(“CAP”) as reported in the Pay Versus Performance Table. CAP does not necessarily represent cash or equity value transferred\nto the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. None of our NEOs have participated\nin a pension plan; therefore, no adjustment from the SCT total related to pension value was made. A reconciliation of total compensation\nfrom the SCT to CAP to our PEO and our Other NEOs (as an average) for the fiscal year ended January 31, 2026, is shown below:\n\n(c)\nTSR as calculated based\non a hypothetical fixed investment of $100.00 measured from the market close on January 29, 2021 (the last trading day of the fiscal\nyear ended January 31, 2021) through and including the end of each fiscal year reported in the table, assuming that all dividends\n(if applicable) were reinvested.\n\n \n \n\n(d)\nDollar amounts reported\nrepresent amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year.\n\n \n \n\n(e)\nOur company-selected measure,\nwhich is the measure we believe represents the most important financial performance not otherwise presented in the table above that\nwe use to link CAP to our NEOs for the most recent fiscal year to our Company’s performance, is adjusted EBITDA.\n\n \n \n\n(f)\nOur peer group used for\nthe TSR calculation is the S&P Food & Beverage Select Industry Index, which is the same “peer index” used in\nthe performance graph appearing in our annual report on Form 10-K.\n\n \n\n \n\n(a)\nCarl T. Wolf ceased services\nas Chief Executive Officer (principal executive officer) and Adam L. Michaels commenced service as Chief Executive Officer in September\n2022. For the fiscal years ended January 31, 2026, the Other NEOs were Anthony Gruber and Moore (Skip) Tappan. For the fiscal\nyears ended January 31, 2025, and 2024, the Other NEOs were Steven Burns and Anthony Gruber. For the fiscal year ended January 31,\n2023, the Other NEOs were Matthew Brown, Steven Burns, Anthony Gruber, and Lawrence Morgenstein. For the fiscal year ended January 31,\n2022, the Other NEOs were Matt Brown, Steven Burns and Lawrence Morgenstein.\n\n \n\n \n\n(b)\nSEC rules require certain\nadjustments be made to the Summary Compensation Table (“SCT”) totals to determine “compensation actually paid”\n(“CAP”) as reported in the Pay Versus Performance Table. CAP does not necessarily represent cash or equity value transferred\nto the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. None of our NEOs have participated\nin a pension plan; therefore, no adjustment from the SCT total related to pension value was made. A reconciliation of total compensation\nfrom the SCT to CAP to our PEO and our Other NEOs (as an average) for the fiscal year ended January 31, 2026, is shown below:\n\n \n\nAdjustments \nPEO\n\n($)  \n\nOther\nNEOs\n\n(average)\n\n($)\n \n\nTotal Compensation\nfrom SCT \n 2,340,664  \n 509,008 \n\n– SCT amounts of\nstock and option awards \n (1,460,664) \n (45,258)\n\n+ Fair value at fiscal\nyear-end of awards granted during the fiscal year ended January 31, 2026, that are outstanding and unvested at year-end \n 3,179,501(1) \n 45,258 \n\n+/- Difference between\nfair value of awards from January 31, 2025, to January 31, 2026 for awards granted in any prior fiscal year that were outstanding\nand unvested at January 31, 2026 \n 16,203,263  \n 4,051,901 \n\n+/- Vesting\ndate fair value for awards granted and vested during the fiscal year ended January 31, 2026(2) \n –  \n – \n\n+/- Change in fair value\nfrom the January 31, 2025, to the vesting date for awards granted in any prior fiscal year which vested during the fiscal year\nended January 31, 2026 \n 435,117  \n 7,544 \n\n– Fair value at January 31,\n2025 for awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the fiscal year ended\nJanuary 31, 2026 \n –  \n – \n\n+\nDividends or other earnings paid on stock or option awards in the covered year prior to vesting if not otherwise included in the\nfair value of the award or the SCT for the fiscal ended January 31, 2026 \n –  \n – \n\nCompensation\nActually Paid (as calculated) \n 20,697,881  \n 4,568,453 \n\n \n\n \n(1)\nFor purposes of the foregoing\nadjustments, the year-end value of stock unit awards was determined using the closing price of our common stock on January 30, 2026,\nthe last trading day of the fiscal year, which was $15.10. For PSUs that were unvested as of January 31, 2026, the fair value as\nof fiscal year-end was determined assuming payout at threshold performance.\n\n \n \n \n\n \n(2)\nValue based on the closing\nprice of our common stock on the applicable vesting date.\n\n \n\n(c)\nTSR as calculated based\non a hypothetical fixed investment of $100.00 measured from the market close on January 29, 2021 (the last trading day of the fiscal\nyear ended January 31, 2021) through and including the end of each fiscal year reported in the table, assuming that all dividends\n(if applicable) were reinvested.\n\n \n \n\n(d)\nDollar amounts reported\nrepresent amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year.\n\n \n \n\n(e)\nOur company-selected measure,\nwhich is the measure we believe represents the most important financial performance not otherwise presented in the table above that\nwe use to link CAP to our NEOs for the most recent fiscal year to our Company’s performance, is adjusted EBITDA.\n\n \n \n\n(f)\nOur peer group used for\nthe TSR calculation is the S&P Food & Beverage Select Industry Index, which is the same “peer index” used in\nthe performance graph appearing in our annual report on Form 10-K.\n\n \n\n23\n\n \n\n \n\n**Relationship\nBetween Pay and Performance**\n\n \n\nThe\ncharts shown below present a graphical comparison of CAP to our PEO and the average CAP to our Other NEOs set forth in the Pay Versus\nPerformance Table above, as compared against the following performance measures: (1) our TSR, (2) peer group TSR, (3) net income, and\n(4) adjusted EBITDA. The first chart also presents a comparison of our TSR to the peer group TSR for the covered period.\n\n \n\n \n\n**Tabular\nList of Important Financial Performance Measures**\n\n \n\nThe\nfollowing is a list of five financial performance measures we believe are the most important for linking the compensation actually paid\nto our named executive officers to our performance:\n\n \n\n \nAdjusted\nEBITDA\n\n \nNet\nIncome\n\n \nNet\nRevenues\n\n \nTSR\n\n \nEarnings\nPer Share\n\n \n\n24\n\n \n\n \n\nUse\nof Non-GAAP Financial Measures\n\n \n\nThis\nproxy statement includes the following non-GAAP measure – adjusted EBITDA, which is not a measure of financial performance under\nGAAP and should not be considered as an alternative to net income as a measure of financial performance. The company believes this non-GAAP\nmeasure, when considered together with the corresponding GAAP measures, provides useful information to investors and management regarding\nfinancial and business trends relating to the company’s results of operations. Management uses adjusted EBITDA to monitor and evaluate\nongoing operating results and trends and to gain an understanding of our comparative operating performance and it is a performance metric\nfor incentive compensation arrangements as described above. However, this non-GAAP measure has significant limitations in that it does\nnot reflect all the costs and other items associated with the operation of the company’s business as determined in accordance with\nGAAP. In addition, the company’s non-GAAP measures may be calculated differently and are therefore not comparable to similar measures\nby other companies. Therefore, investors should consider non-GAAP measures in addition to, and not as a substitute for, or superior to,\nmeasures of financial performance in accordance with GAAP.\n\n \n\nFor\na definition and reconciliation of adjusted EBITDA to net income, its corresponding GAAP measure, please see the reconciliation table\nshown below (which is in thousands).\n\n \n\n**US-GAAP\nNet Income to Adjusted EBITDA Reconciliation (Unaudited)**\n\n** **\n\n  \nFiscal\nYear Ended January 31, \n\n  \n2022  \n2023  \n2024  \n2025  \n2026 \n\nNet Income \n (252) \n 2,270  \n 6,512  \n 3,711  \n 5,286 \n\nInterest expense, net \n 73  \n 634  \n 1,043  \n 1,592  \n 3,270 \n\nTaxes \n 296  \n 9  \n 1,110  \n 1,571  \n 1,800 \n\nDepreciation \n 779  \n 920  \n 2,008  \n 995  \n 1,565 \n\nAmortization \n 2,672  \n 521  \n 549  \n 259  \n 224 \n\nStock-based compensation \n 33  \n 110  \n 436  \n 1,099  \n 1,962 \n\nOne-time\ncharges \n –  \n –  \n –  \n 900  \n 1,314 \n\nAdjusted EBITDA (non-GAAP) \n 3,601  \n 4,464  \n 11,658  \n 10,127  \n 15,421 \n\n \n\n25\n\n \n\n \n\nDIRECTOR\nCOMPENSATION\n\n \n\nOur\ndirector compensation arrangements provide each non-employee director with the same combination of (a) cash and (b) RSUs based on a target\ndollar value.\n\n \n\nThe\nPeople and Compensation Committee conducts periodic reviews of the compensation of non-employee directors. For the entirety of the fiscal\nyear ended January 31, 2026, non-employee directors were entitled to a cash retainer of $40,000 and a restricted stock unit award with\na target grant date value of $40,000. Directors who served a portion of any fiscal year are entitled to retainers only for fiscal quarters\nduring which they served.\n\n \n\nDuring\nthe fiscal year, the People and Compensation Committee reviewed director compensation data among other comparable public companies, including\ntotal compensation, committee service fees, and allocations of director compensation between cash and equity. Based on that information,\nthe committee revised the non-employee director compensation policy to include cash retainers for service as chair of the board (or,\nif the chair is an employee, the lead independent director), and each of the chairs of the board’s three standing committees.\n\n \n\nThe\nfollowing table describes the compensation arrangements with our non-employee directors effective after July 7, 2025:\n\n \n\nCompensation\nElement \nAmount\nPayable \n\nAnnual Cash Retainers \n   \n\n●\nBoard Member \n$40,000 \n\n● Board Chair/Lead\nIndependent Director \n$20,000 \n\n● Audit Committee\nChair \n$20,000 \n\n● People &\nCompensation Committee Chair \n$20,000 \n\n● Nominating &\nCorporate Governance Committee Chair \n$20,000 \n\nAnnual Equity Award (RSUs)(a) \n$40,000 \n\n \n\n \n\n(a)\nActual number of shares\nunderlying RSUs was determined by dividing the target dollar amount by $8.99, which represented the closing price on the date of\nour annual meeting held on July 3, 2025, subject to appropriate rounding.\n\n \n\nThe\ndirector compensation plan provides for an annual equity award, in the form of RSUs, with a target value of $40,000. This award is approved\nat the regularly scheduled meeting of the People and Compensation Committee immediately following our annual meeting of stockholders.\nThese RSUs are scheduled to vest in four equal portions on the last day of each fiscal quarter following the date of grant.\n\n \n\nDirector\nCompensation for the Fiscal Year Ended January 31, 2026\n\n \n\nThe\nfollowing table sets forth the compensation received for service by our non-employee directors during fiscal year ended January 31, 2026.\n\n \n\nName \nFees\nEarned or Paid in Cash\n($)  \n**Stock\nAwards(a) ($)**  \nTotal\n\n($) \n\nLynn L. Blake \n 60,000  \n 38,655  \n 98,655 \n\nFred D’Agostino(b) \n 16,667  \n –  \n 16,667 \n\nMeghan Henson \n 50,000  \n 38,655  \n 88,655 \n\nDean Janeway \n 50,000  \n 38,655  \n 88,655 \n\nShirley Romig \n 40,000  \n 38,655  \n 78,655 \n\nThomas Toto(b) \n 16,667  \n –  \n 16,667 \n\n \n\n \n\n(a)\nRepresents grant date fair\nvalue of 4,500 shares of common stock underlying time-vested restricted stock units granted to each non-employee director on July\n7, 2025, based on a closing price of $8.59 on that date. Shares underlying the awards were scheduled to vest on the last date of\neach of the four subsequent fiscal quarters with the first vesting having occurred on July 31, 2025, provided that in any event the\naward was eligible to vest in full immediately prior to the start of the Annual Meeting, so long as the recipient remained a member\nof the Board as of the vesting time. As of January 31, 2026, each non- employee director held 1,125 unvested restricted stock\nunits representing the right to receive the same number of shares of common stock.\n\n(b)\nMessrs. D’Agostino\nand Toto completed their terms of service on July 3, 2025.\n\n \n\n26\n\n \n\n \n\nEQUITY\nCOMPENSATION PLAN INFORMATION\n\n \n\nThe\nfollowing table provides information concerning equity compensation arrangements as of January 31, 2026.\n\n \n\nPlan\nCategory \nNumber\nof securities to be issued upon exercise of outstanding options, warrants, and rights  \nWeighted-average\nexercise price of outstanding options, warrants, and rights  \nNumber\nof securities remaining available for future issuance under equity compensation plans \n\nEquity Compensation Plans Approved\nby Security Holders \n 4,353,378 (a) \n$7.57  \n 1,745,172 (b)\n\nEquity Compensation Plans\nNot Approved by Security Holders \n –  \n –  \n – \n\nTotal \n 4,353,378  \n    \n 1,745,172 \n\n \n\n \n\n(a)\nConsisted of shares underlying\nthe following outstanding awards, in each case granted under the 2021 Plan: (i) 103,806 shares underlying options, (ii) 466,832\nshares underlying time-vested RSUs, and (iii) up to 3,782,740 shares underlying PSUs, assuming maximum possible payouts.\n\n(b)\nThe 2021 Plan provides\nthat, as of January 1 of each calendar year, the maximum number of shares that may be delivered under the 2021 Plan will automatically\nincrease by a number sufficient to cause the number of shares of common stock covered by the 2021 Plan to equal 15% of the total\nnumber of shares of common stock then outstanding, assuming the conversion into common stock of all outstanding securities that are\nconvertible by their terms (directly or indirectly) into common stock.\n\n \n\nTRANSACTIONS\nWITH RELATED PERSONS\n\n \n\nWe\nlease 20,188 square feet in a fully contained facility at 184 Allen Boulevard, Farmingdale, NY from 148 Allen Blvd LLC for production\nand distribution of our Creative Salads and The Olive Branch products. This property is owned by Anthony Morello, Jr., President of Creative\nSalads and The Olive Branch, as well as individuals related to Mr. Morello. During the fiscal year ended January 31, 2026, we paid approximately\n$355 thousand in rent and ancillary charges under this lease.\n\n \n\nUpon\nconsummation of the acquisition of the T&L Creative Salads business, the Company executed a $3,000,000 promissory note with the seller,\nT&L Creative Salads, Inc., of which Mr. Morello has continued to serve as President. Mr. Morello and individuals related to Mr. Morello\nare the sole shareholders of the seller. The promissory note requires annual principal payments of $750,000 payable on each anniversary\nof the closing, together with accrued interest at a rate of three and one-half percent (3.5%) per annum. During the fiscal year ended\nJanuary 31, 2026, we made payments to satisfy obligations under this note totaling approximately $800 thousand, of which $750,000 was\npaid as the principal payment and $50,000 was paid as interest. We satisfied our final payment obligation under the note in January,\n2026, and as of January 31, 2026, there was no outstanding balance under this note.\n\n \n\nReview,\nApproval, or Ratification of Transactions with Related Persons\n\n \n\nPursuant\nto our Code of Ethics, the Company’s directors, officers, and employees are to avoid engaging in activities or interests that create,\nor appear to create, conflicts between their personal interests and those of the Company. The Audit Committee of the Board of Directors,\nas stated in its charter, is responsible for the review, approval, or ratification of all “transactions with related persons”\nas that term refers to transactions required to be disclosed by Item 404 of Regulation S-K promulgated by the SEC. In reviewing a proposed\ntransaction, the Audit Committee must (i) satisfy itself that it has been fully informed as to the related party’s relationship\nand interest and as to the material facts of the proposed transaction and (ii) consider all of the relevant facts and circumstances available\nto the Audit Committee. After its review, the Audit Committee will only approve or ratify transactions that are fair to the Company and\nconsistent with the best interests of the Company and its stockholders.\n\n \n\n27\n\n \n\n \n\nSECURITY\nOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT\n\n \n\nThe\nfollowing table sets forth certain information with respect to the beneficial ownership of our outstanding common stock as of May 6,\n2026 by (i) each of our NEOs; (ii) each of our directors and director nominees; (iii) all of our current executive officers, directors\nand director nominees as a group; and (iv) each beneficial owner of 5% or more of our outstanding common stock. Ownership percentages\nare based on 40,707,000 shares of common stock outstanding as of the close of business on May 6, 2026.\n\n \n\nBeneficial\nownership is determined in accordance with the rules of the SEC. To our knowledge and subject to applicable community property laws,\neach of the holders of common stock listed below has sole voting and investment power as to the common stock owned unless otherwise noted.\nThe table below includes the number of shares of common stock underlying options that are exercisable within 60 days from May 6, 2026.\nExcept as otherwise noted below, the address for each director or officer listed in the table is c/o Mama’s Creations, Inc., 25\nBranca Road, East Rutherford, New Jersey 07073.\n\n \n\nName \n**Amount\nand Nature of Beneficial Ownership(a)**  \nPercentage\nof Outstanding Shares \n\nExecutive Officers and Directors \n    \n   \n\nAdam L.\nMichaels \n 370,431 (b) \n * \n\nAnthony Gruber \n 1,900  \n – \n\nLynn L. Blake \n 17,935  \n * \n\nMeghan Henson \n 21,139  \n * \n\nDean Janeway \n 361,113 (c) \n * \n\nShirley Romig \n 17,139  \n * \n\nMoore (Skip) Tappan \n 1,921  \n * \n\nFred Halvin \n –  \n – \n\nCurrent executive officers, directors, and\nnominees as a group (8 persons) \n 417,530  \n * \n\n  \n    \n   \n\nSignificant Stockholders: \n    \n   \n\nBlackrock, Inc.\n\n50 Hudson\nYards\n\nNew York, NY 10001 \n 2,119,179 (d) \n 5.2%\n\nWasatch Advisors LP\n\n505\nWakara Way\n\nSalt Lake City, UT 84108 \n 2,077,031 (e) \n 6.8%\n\n \n\n \n\n*\nLess than one percent.\n\n(a)\nUnless otherwise indicated\nin a footnote below, no director or executive officer has pledged as security any shares shown as beneficially owned. Includes restricted\nstock units that are scheduled to vest within 60 days of the Record Date.\n\n(b)\nIncludes 12,935 shares\nsubject to presently exercisable options.\n\n(c)\nIncludes 15,894 shares\nheld by Mary Janeway & Dean Janeway Jt. Ten.\n\n(d)\nBased on Schedule 13G filed\nby BlackRock, Inc. on January 21, 2026, reflecting beneficial ownership as of December 31, 2025.\n\n(e)\nBased on Amendment No.\n4 to Schedule 13G filed by Wasatch Advisors LP on April 23, 2026, reflecting beneficial ownership as of March 31, 2026.\n\n \n\n28\n\n \n\n \n\nPROPOSAL\n2:\n\nRATIFICATION OF SELECTION OF\n\nINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\n\n \n\nThe\nBoard, acting on the recommendation of its Audit Committee, has selected UHY LLP (“UHY”) as the Company’s independent\nregistered public accounting firm for the fiscal year ending January 31, 2027. UHY was the Company’s independent registered public\naccounting firm for the most recently completed fiscal year.\n\n \n\nNotwithstanding\nits selection of UHY, the Audit Committee, in its discretion, may appoint another independent registered public accounting firm at any\ntime during the year if the Audit Committee believes that such a change would be in the best interests of the Company and its stockholders.\nIf UHY’s appointment is not ratified by our stockholders, the Audit Committee may reconsider whether to appoint another independent\nregistered public accounting firm.\n\n \n\nA\nrepresentative of UHY is expected to be present at the meeting, will have an opportunity to make a statement if he or she desires to\ndo so, and is expected to be available to respond to appropriate questions regarding the preparation of the Company’s financial\nstatements.\n\n \n\nRequired\nVote\n\n \n\nProvided\na quorum is present, this Proposal 2 will be approved if the votes cast for exceed the votes cast against the action. Abstentions and\nbroker non-votes will have no effect on the vote on this Proposal 2.\n\n \n\n**THE\nBOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THIS PROPOSAL 2.**\n\n \n\n29\n\n \n\n** **\n\nPROPOSAL\n3:\n\nNON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION\n\n \n\nAs\nrequired by Section 14A of the Exchange Act, we are asking our stockholders to provide advisory, non-binding approval of the compensation\nof the named executive officers, as set forth in this proxy statement. While this vote is advisory and not binding on the Company, it\nwill provide information to our Board and People and Compensation Committee regarding investor sentiment about our executive compensation\npolicies and practices, which the People and Compensation Committee will be able to consider when determining executive compensation\nfor the fiscal year ending January 31, 2027, and beyond. In light of the results of the advisory vote last held at our annual meeting\nof stockholders held in 2024, it is our current policy to hold an advisory vote on the compensation of our named executive officers every\nyear.\n\n \n\nAs\ndescribed in detail under the heading “Executive Compensation—Compensation Discussion and Analysis,” the Company’s\nexecutive compensation program is designed to support the Company’s business strategy by attracting, motivating, and retaining\nhighly qualified executives while maintaining a strong alignment between pay and performance. Please read the Compensation Discussion\nand Analysis for additional details about our executive compensation programs, including information about the fiscal year 2026 compensation\nof our named executive officers.\n\n \n\nThis\nproposal, commonly known as a “say-on-pay” proposal, gives the Company’s stockholders the opportunity to endorse or\nnot endorse our executive compensation program and policies through the following resolution:\n\n \n\nRESOLVED,\nthat the stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in\nthis proxy statement pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the\ncompensation tables and related narrative discussion.\n\n \n\nAt\nthe 2025 Annual Meeting, our stockholders approved the Say-on-Pay proposal, with more than 98% of the votes cast voting in favor of the\nproposal.\n\n \n\nRequired\nVote\n\n \n\nThe\nvote on this Proposal 3 is advisory, and therefore not binding on the Company, the People and Compensation Committee, or the Board. The\nvote will not be construed to create or imply any change to the fiduciary duties of the Company or the Board, or to create or imply any\nadditional fiduciary duties for the Company or the Board. However, the Board and the Compensation Committee value input from stockholders\nand will consider the outcome of the vote when making future executive compensation decisions.\n\n \n\nThis\nProposal 3 will be approved if the votes cast for the proposal exceed the votes cast against the proposal. Abstentions and broker non-votes\nwill have no effect on the vote on this Proposal 3.\n\n \n\n**THE\nBOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THIS PROPOSAL 3.**\n\n \n\n30\n\n \n\n \n\nSTOCKHOLDER\nCOMMUNICATIONS\n\n \n\nThe\nBoard of Directors of the Company has not adopted a formal procedure that stockholders must follow to send communications to it. The\nBoard of Directors does receive communications from stockholders, from time to time, and addresses those communications as appropriate.\nStockholders can send communication to the Board of Directors in writing to Mama’s Creations, Inc., 25 Branca Road, East Rutherford,\nNew Jersey 07073, Attention: Board of Directors.\n\n \n\nOTHER\nMATTERS\n\n \n\nThe\nBoard knows of no other matters which may be brought before the meeting other than those set forth in this proxy statement. If any other\nmatters are presented at the meeting on which a vote may properly be taken, the persons named as proxy holders will vote thereon in accordance\nwith their best judgment.\n\n \n\nHOUSEHOLDING\n\n \n\nWe\nhave adopted a procedure approved by the SEC called “householding,” by which certain stockholders who do not participate\nin electronic delivery of proxy materials but who have the same address and appear to be members of the same family receive only one\ncopy of the materials relating to the Annual Meeting. Each stockholder participating in householding continues to receive a separate\nproxy card. Householding reduces both the environmental impact of our annual meetings and our mailing and printing expenses.\n\n \n\nIf\nyou or another stockholder with whom you share an address currently receive multiple copies of our annual report, proxy statement, and/or\nstockholder letter, or if you hold shares in more than one account but would like to receive only a single copy of materials for your\nhousehold, then please contact your broker or us. You can make a request by contacting our Chief Financial Officer, by calling (201)\n531-1212, or by mail at 25 Branca Road, East Rutherford, New Jersey 07073. If you currently participate in householding and would prefer\nto receive separate copies of materials for this or future annual meetings, then please contact us in the manner described above and\nyou will receive additional copies, free of charge and promptly upon receipt of your request.\n\n \n\nADDITIONAL\nINFORMATION\n\n \n\nOur\nannual report on Form 10-K for the fiscal year ended January 31, 2026, as filed with the SEC, is available on the SEC’s website,\nwww.sec.gov, and our corporate website, www.mamascreations.com, under “Investors.” A copy of the annual report on Form 10-K\nwill be sent to any stockholder without charge upon written request addressed to the attention of our Chief Financial Officer at Mama’s\nCreations, Inc., 25 Branca Road, East Rutherford, New Jersey 07073. Copies of exhibits to the annual report on Form 10-K may be obtained\nupon payment to us of the reasonable expense incurred in providing such exhibits.\n\n \n\n31"}