UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 3 10, 2024

Mama’s Creations, Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada

001-40597

27-0607116

(State or Other Jurisdiction

of Incorporation)

(Commission

File No.)

(I.R.S. Employer

Identification No.)

25 Branca Road, East Rutherford, NJ		07073
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (201) 532-1212

(Former name, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.00001 par value per share		MAMA		NASDAQ

Item 52.02. ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On September 910, 2024, Mama’s Creations, Inc. (the “Company”) ~~announced~~issued ~~the~~a ~~appointment~~press ofrelease ~~the~~reporting ~~Company’s Chief~~financial results for the ~~Operating~~fiscal ~~Officer~~year and quarter ended July 31, Mr2024. ~~Moore~~A ~~(Skip)~~copy ~~Tappan,~~of ~~III~~the press release is furnished herewith under the Securities Exchange Act of 1934, as 57amended, ~~effective~~as ~~September~~Exhibit 3,99.1 ~~2024~~to this Form 8-K.

~~Mr.~~The ~~Tappan~~information ~~brings~~in ~~over~~this 30Current ~~years~~Report ofon ~~supply~~Form ~~chain~~8-K is being furnished and ~~logistics~~shall ~~experience~~not tobe ~~the~~deemed ~~Company,~~“filed” ~~having~~for ~~most~~purposes ~~recently~~of ~~served~~Section 18 asof ~~Chief~~the ~~Supply~~Securities ~~Chain Officer~~Exchange atAct ~~Gordon~~of ~~Food~~1934, ~~Service~~as ~~from~~amended, ~~2021~~or otherwise subject to ~~2023.~~the ~~Prior~~liabilities toof ~~this,~~that MrSection. ~~Tappan~~The ~~served~~information asin ~~Vice~~this Current ~~President,~~Report ~~Supply~~on ~~Chain,~~Form ~~Northeast~~8-K ~~Division for~~shall ~~Walmart,~~not ~~Inc.~~be ~~from~~deemed ~~2018~~incorporated toby ~~2021.~~reference ~~Before~~into ~~this,~~any ~~Mr.~~filing ~~Tappan~~under ~~held~~the aSecurities ~~number~~Act of ~~supply~~1933, ~~chain~~as ~~and~~amended, except ~~logistics~~as ~~positions~~shall ~~with~~be ~~Campbell~~expressly ~~Soup Company,~~set ~~Sun~~forth ~~Products,~~by ~~and~~specific ~~Procter~~reference ~~and~~in ~~Gamble~~such filing.

~~In connection~~Item ~~his appointment, Mr~~9.01 ~~Tappan~~Financial ~~entered~~Statements into an Employment Agreement with the Company (the “Employment Agreement”), effective September 3, 2024. Pursuant to the Employment Agreement, Mr. Tappan will earn an annual base salary of $300,000 and ~~will~~ ~~be eligible for annual executive bonuses of up to 50% of his base salary based on the achievement of target goals, as approved by the board of directors~~Exhibits. ~~Mr. Tappan will be eligible to participate in all of the Company’s benefit plans made available to its employees and senior executives.~~

As soon as reasonably practicable after the Company’s release of earnings for the current fiscal quarter, Mr. Tappan will receive a grant of restricted stock units with a grant date fair value of $50,000, which will vest in three equal annual installments after the grant date. Mr. Tappan will also receive a grant of performance-based restricted stock units with a maximum vesting of 500,000 shares of Company common stock based on the Company’s compound annual growth rate in earnings per share through the fiscal year ended January 31, 2029.

There is no arrangement or understanding between Mr. Tappan and any other persons pursuant to which Mr. Tappan was selected as an officer. There are no family relationships between Mr. Tappan and any director or executive officer of the Company and no related-party transactions involving Mr. Tappan that would require disclosure under Item 404(a) of Regulation S-K.

The foregoing description of the Employment Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Employment Agreement, a copy of which is attached as Exhibit 10.1 hereto and is hereby incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

The Company issued a press release announcing the appointment of Mr. Tappan on September 9, 2024. A copy of the Company’s press release is furnished herewith as Exhibit 99.1. The information contained in the press release is incorporated by reference herein and is furnished pursuant to Item 7.01, “Regulation FD Disclosure” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such section nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Exhibits

(d) Exhibits

Exhibit Number		Description
10.1		Employment Agreement by and between the Company and Moore (Skip) Tappan, III, dated September 3, 2024.
99.1		Press release, dated September 10, 2024.
99.1		Press Release issued by Mama’s Creations, Inc. on September 9, 2024 furnished solely pursuant to Item 7.01 of Form 8-K.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Mama’s Creations, Inc.
By:	/s/ Adam L. Michaels
Name:	Adam L. Michaels
Title:	Chief Executive Officer
Dated: September 9, 2024

	(Registrant)

	Mama’s Creations, Inc.

	By:	/s/ Adam L. Michaels
	Name:	Adam L. Michaels
	Title:	Chief Executive Officer

Dated: September 10, 2024

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