MAMA / Mama's Creations, Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

Exhibit 10.1 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, made as of this 28th day of August, 2025 (the “Effective Date”), by and among M&T BANK, a New York Banking corporation, having an office at One M&T Plaza, Buffalo, New York 14203 (hereinafter “Bank”) and MAMA’S CREATIONS, INC., a Nevada corporation (“Borrower”), MAMAMANCINI’S INC.,

ASSET PURCHASE AGREEMENT BY AND AMONG JUBILEE ACQUISITION, INC., CROWN I ENTERPRISES INC. SYSCO HOLDINGS, LLC TABLE OF CONTENTS

Exhibit 2.1 [EXECUTION VERSION] ASSET PURCHASE AGREEMENT BY AND AMONG JUBILEE ACQUISITION, INC., CROWN I ENTERPRISES INC. AND SYSCO HOLDINGS, LLC TABLE OF CONTENTS ARTICLE 1 PURCHASE OF ACQUIRED ASSETS AND RELATED TERMS 1 1.1 Certain Definitions Relating to Transactions 1 1.2 Sale and Purchase of Acquired Assets 4 1.3 Excluded Assets 4 1.4 Assumed Liabilities 4 1.5 Excluded Liabilities 4 1.6 Unass

Mama’s Creations Acquires Fresh Protein Manufacturer Crown I Enterprises Strategic Acquisition from Sysco to Expand Customer Base and Production Capabilities; Crown I Generated $56M in Profitable Revenue in FY25 at Marquee Retailer Partners $17.5 Mil

Exhibit 99.1 Mama’s Creations Acquires Fresh Protein Manufacturer Crown I Enterprises Strategic Acquisition from Sysco to Expand Customer Base and Production Capabilities; Crown I Generated $56M in Profitable Revenue in FY25 at Marquee Retailer Partners $17.5 Million All-Cash Acquisition, at Attractive 0.3x FY25 Revenue Multiple, to be Fully Financed by Private Placement with Institutional Investo

SECURITIES PURCHASE AGREEMENT

Exhibit 10.5 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of September 2, 2025, by and among Mama’s Creations, Inc., a Nevada corporation (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”). WHEREAS, the Company and the Investors are executing and delivering t

TERM NOTE New Jersey

Exhibit 10.2 TERM NOTE New Jersey August 28, 2025 $1,873,276 BORROWER (Name): Mama’s Creations, Inc. (Organizational Structure): Corporation (State Law organized under): Nevada (Address of residence/chief executive office): 355 Murray Hill Parkway, Suite 102, East Rutherford, New Jersey 07073 BANK: M&T BANK, a New York banking corporation with its banking offices at One M&T Plaza, Buffalo, NY 1420

SECOND AMENDED AND RESTATED REVOLVING LINE NOTE New Jersey

Exhibit 10.4 SECOND AMENDED AND RESTATED REVOLVING LINE NOTE New Jersey August 28, 2025 $5,500,000.00 BORROWER: Mama’s Creations, Inc., a Nevada Corporation and T&L Acquisition Corp., a Nevada Corporation Address of chief executive office: 355 Murray Hill Parkway, Suite 102 East Rutherford, New Jersey 07073 BANK: M&T BANK, a New York banking corporation with its banking offices at One M&T Plaza, B

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): August 28, 2025 Mama’s Creations,

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): August 28, 2025 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 Fi

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.6 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 2, 2025, is entered into by and among Mama’s Creations, Inc., a Nevada corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms use

MULTIPLE DISBURSEMENT TERM NOTE New Jersey

Exhibit 10.3 MULTIPLE DISBURSEMENT TERM NOTE New Jersey August 28, 2025 $20,000.000.00 BORROWER: Mama’s Creations, Inc. Organizational Structure: Corporation State Law organized under: Nevada Address of chief executive office: 355 Murray Hill Parkway, Suite 102, East Rutherford, New Jersey 07073 BANK: M&T BANK, a New York banking corporation with its banking offices at One M&T Plaza, Buffalo, NY 1

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): July 3, 2025 Mama’s Creations, In

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): July 3, 2025 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

Mama’s Creations Reports First Quarter Fiscal 2026 Financial Results Record Trade Investment, Operational Efficiency Gains and New Customer Wins Drive Strong Start to Fiscal 2026

Exhibit 99.1 Mama’s Creations Reports First Quarter Fiscal 2026 Financial Results Record Trade Investment, Operational Efficiency Gains and New Customer Wins Drive Strong Start to Fiscal 2026 EAST RUTHERFORD, NJ – June 3, 2025 – Mama’s Creations, Inc. (Nasdaq: MAMA), a leading national marketer and manufacturer of fresh deli prepared foods, has reported its financial results for the first quarter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: April 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-40597 Mama’s Creations, Inc.

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): June 3, 2025 Mama’s Creations, In

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): June 3, 2025 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ☒ Definitive Proxy Statem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ☐ Definitive Proxy Statem

Filing Fee Table

Exhibit 107 Calculation of Registration Fee FORM S-8 (Form Type) MAMA’S CREATIONS, INC.

As filed with the Securities and Exchange Commission on April 15, 2025.

As filed with the Securities and Exchange Commission on April 15, 2025. Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MAMA’S CREATIONS, INC. (Exact Name of Registrant as Specified in its Charter) Nevada 27-0607116 (State or other jurisdiction of incorporation or organization) (I.R.S. Employ

Insider Trading Policy.

MAMA’S CREATIONS, INC. Insider Trading Policy and Guidelines with Respect to Certain Transactions in Company Securities Effective: January 26, 2024 Federal and state securities laws prohibit individuals from trading in the securities of a company while they are aware of material information about that company that is not generally known or available to the public. Such trading is often referred to

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 8, 2025 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

of Attorney

Mama’s Creations, Inc. Limited Power of Attorney The undersigned director of Mama’s Creations, Inc., a Nevada corporation (the “Company”), does hereby make, constitute and appoint Adam L. Michaels and Anthony Gruber, and each of them, the undersigned’s true and lawful attorneys-in-fact and agents, with power of substitution and resubstitution, for the undersigned and in the undersigned’s name, pla

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended January 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 MAMA'S CREATIONS, INC. (Exact name of registrant as specified in its charter) Nevad

Mama’s Creations Reports Fourth Quarter and Fiscal Year 2025 Financial Results Fourth Quarter Revenues Increase 25.7% to $33.6 Million at 27.0% Gross Margin Profile Completion of Strategic CapEx Projects and New Senior Hires Driving Robust Revenue an

Exhibit 99.1 Mama’s Creations Reports Fourth Quarter and Fiscal Year 2025 Financial Results Fourth Quarter Revenues Increase 25.7% to $33.6 Million at 27.0% Gross Margin Profile Completion of Strategic CapEx Projects and New Senior Hires Driving Robust Revenue and Margin Growth EAST RUTHERFORD, NJ – April 8, 2025 – Mama’s Creations, Inc. (Nasdaq: MAMA), a leading national marketer and manufacturer

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 11, 2025 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 Fil

Mama’s Creations to Present at Upcoming Investor Conferences Management to Discuss Near-Term Revenue Growth and Margin Expansion Expectations Company Continues to Benefit from Robust Operating Position in Current Economic Climate, Benefitting from Fi

Exhibit 99.1 Mama’s Creations to Present at Upcoming Investor Conferences Management to Discuss Near-Term Revenue Growth and Margin Expansion Expectations Company Continues to Benefit from Robust Operating Position in Current Economic Climate, Benefitting from Fixed Price Protein Agreements, Domestic Sourcing of Ingredients and Increased Consumer Demand for Affordable Deli-Prepared Foods EAST RUTH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: October 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-40597 Mama’s Creations, Inc.

Mama’s Creations Reports Third Quarter Fiscal 2025 Financial Results Third Quarter Revenues Increase 10% to $31.5 Million; Completion of Strategic CapEx Projects and New Senior Hires Position Company for Robust Revenue and Margin Growth

Exhibit 99.1 Mama’s Creations Reports Third Quarter Fiscal 2025 Financial Results Third Quarter Revenues Increase 10% to $31.5 Million; Completion of Strategic CapEx Projects and New Senior Hires Position Company for Robust Revenue and Margin Growth EAST RUTHERFORD, NJ – December 16, 2024 – Mama’s Creations, Inc. (NASDAQ: MAMA), a leading national marketer and manufacturer of fresh deli prepared f

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): December 16, 2024 Mama’s Creation

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): December 16, 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

Regulation FD Disclosure, Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

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): October 21, 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 F

Letter from Rosenberg Rich Baker Berman P.A.

Exhibit 16.1

Mama’s Creations Engages UHY as its Independent Auditor

Exhibit 99.1 Mama’s Creations Engages UHY as its Independent Auditor EAST RUTHERFORD, NJ – October 22, 2024 – Mama’s Creations, Inc. (NASDAQ: MAMA), a leading national marketer and manufacturer of fresh deli prepared foods, today announced it has engaged UHY, one of the nation’s largest professional services firms, as its independent auditor for the Company’s fiscal year ending Jan 31, 2025. The c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: July 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-40597 Mama’s Creations, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 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

Mama’s Creations Reports Second Quarter Fiscal 2025 Financial Results Second Quarter Revenues Increase 14% to $28.4 Million Company Continues Cadence of New Sales Wins, Including an Initial 2,000 Store Placement in Wal-Mart and a Costco National Buy

Exhibit 99.1 Mama’s Creations Reports Second Quarter Fiscal 2025 Financial Results Second Quarter Revenues Increase 14% to $28.4 Million Company Continues Cadence of New Sales Wins, Including an Initial 2,000 Store Placement in Wal-Mart and a Costco National Buy in the Second Half of 2024 EAST RUTHERFORD, NJ – September 10, 2024 – Mama’s Creations, Inc. (NASDAQ: MAMA), a leading national marketer

Mama’s Creations Appoints Veteran Supply Chain and Operations Leader Skip Tappan as Chief Operating Officer Chief Operating Officer Appointment Pulls on Tier-1 Experience with Firms Such as Walmart, Procter & Gamble, Gordon Food Service and Campbell

Exhibit 99.1 Mama’s Creations Appoints Veteran Supply Chain and Operations Leader Skip Tappan as Chief Operating Officer Chief Operating Officer Appointment Pulls on Tier-1 Experience with Firms Such as Walmart, Procter & Gamble, Gordon Food Service and Campbell Soup to Help Institutionalize the Operations Organization EAST RUTHERFORD, NJ – September 9, 2024 – Mama’s Creations, Inc. (NASDAQ: MAMA)

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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, 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

Employment Agreement by and between the Company and Moore (Skip) Tappan, III, dated September 3, 2024.

Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of September 3, 2024 (the “Effective Date”), by and between, Mama’s Creations, Inc. (the “Company”), and Moore (Skip) Tappan, III (the “Executive”). RECITALS A. The Company desires to employ the Executive upon and subject to the terms and conditions set forth in this Agreement. B. The Executive is wil

Amendment to M&T Credit Agreement, dated as of July 31, 2024.

Exhibit 10.1

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): July 31, 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

M&T Credit Agreement, dated as of October 26, 2022.

Exhibit 10.2

Submission of Matters to a Vote of Security Holders

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): July 3, 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

Mama’s Creations Reports First Quarter Fiscal 2025 Financial Results First Quarter Revenues Increase 29% to Record $29.8 Million, Driving $3.6M in Cash Flow from Operations

Exhibit 99.1 Mama’s Creations Reports First Quarter Fiscal 2025 Financial Results First Quarter Revenues Increase 29% to Record $29.8 Million, Driving $3.6M in Cash Flow from Operations EAST RUTHERFORD, NJ – June 11, 2024 – Mama’s Creations, Inc. (NASDAQ: MAMA), a leading national marketer and manufacturer of fresh deli prepared foods, has reported its financial results for the first quarter ended

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): June 11, 2024 Mama’s Creations, I

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): June 11, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: April 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-40597 Mama’s Creations, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ☐ Definitive Proxy Statem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ☒ Definitive Proxy Statem

Form of Settlement Agreement with Directors, dated as of May 15, 2024

Exhibit 10.1 Settlement Agreement May 15, 2024 The undersigned individual (the “Individual”) hereby acknowledges that he was previously purported to have been granted by Mama’s Creations, Inc., a Nevada corporation (the “Company”), (a) an option to purchase 25,000 shares of common stock of the Company, on September 4, 2018 with an exercise price of $0.80 and (b) an option to purchase 50,000 shares

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): May 15, 2024 Mama’s Creations, In

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): May 15, 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

Exhibit 97.1 to the Company's Annual Report on From 10-K for the fiscal year ended January 31, 2024.

Exhibit 97.1 MAMA’S CREATIONS, INC. COMPENSATION RECOVERY POLICY Effective October 17, 2023 Policy The Board of Directors (the “Board”) of Mama’s Creations, Inc. (the “Company”) has adopted this Compensation Recovery Policy (this “Policy”) pursuant to Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Securities and Exchange Commission (“SEC”) regulations promu

Mama’s Creations Reports Fourth Quarter and Fiscal Year 2024 Financial Results “Catapult” in 4 Cs Strategy Drives 17% Revenue Growth and $6.7 Million in Cash Flow from Operations in Fourth Quarter

Exhibit 99.1 Mama’s Creations Reports Fourth Quarter and Fiscal Year 2024 Financial Results “Catapult” in 4 Cs Strategy Drives 17% Revenue Growth and $6.7 Million in Cash Flow from Operations in Fourth Quarter EAST RUTHERFORD, NJ – April 24, 2024 – Mama’s Creations, Inc. (Nasdaq: MAMA), a leading national marketer and manufacturer of fresh deli prepared foods, has reported its financial results fo

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): April 24, 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 Fil

(incorporated by reference from Exhibit 21.1 to the Company's Annual

Exhibit 21.1 Subsidiaries of Mama’s Creations, Inc. Entity Percent of Ownership Location MamaMancini’s, Inc. 100% United States of America MMB Acquisitions Inc. 100% United States of America Joseph Epstein Food Enterprises, Inc. 100% United States of America T&L Acquisition Corp. 100% United States of America Chef Inspirational Foods, LLC 100% United States of America

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended January 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 MAMA'S CREATIONS, INC. (Exact name of registrant as specified in its charter) Nevad

Mama’s Creations, Inc. Announces Pricing of the Public Secondary Offering of Common Stock by Selling Stockholders

Exhibit 99.2 Mama’s Creations, Inc. Announces Pricing of the Public Secondary Offering of Common Stock by Selling Stockholders EAST RUTHERFORD, NJ, December 19, 2023 — Mama’s Creations, Inc. (Nasdaq: MAMA) (“Mama’s Creations” or the “Company”), a leading national marketer and manufacturer of fresh Deli prepared foods, today announced the pricing of the previously announced underwritten public offe

Mama’s Creations, Inc. Announces Proposed Public Offering of Common Stock by Selling Stockholders

Exhibit 99.1 Mama’s Creations, Inc. Announces Proposed Public Offering of Common Stock by Selling Stockholders EAST RUTHERFORD, NJ, December 18, 2023 — Mama’s Creations, Inc. (Nasdaq: MAMA) (“Mama’s Creations” or the “Company”), a leading national marketer and manufacturer of fresh Deli prepared foods, today announced that a proposed underwritten public offering of 5,629,921 shares of common stock

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): December 18, 2023 Mama’s Creation

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): December 18, 2023 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

Underwriting Agreement dated December 19, 2023 by and among Mama’s Creations, Inc., Craig-Hallum Capital Group, LLC, and the Selling Stockholders named therein.

Exhibit 1.1 5,629,921 Shares MAMA’S CREATIONS, INC. COMMON STOCK PAR VALUE $0.00001 PER SHARE UNDERWRITING AGREEMENT December 19, 2023 December 19, 2023 Craig-Hallum Capital Group LLC As the Representative of the several underwriters 222 South Ninth Street, Suite 350 Minneapolis, Minnesota 55402 Ladies and Gentlemen: The Matthew Brown 2023 Family Trust (the “Brown Trust”) and Karen B. Wolf (“Ms. W

Mama’s Creations, Inc. 5,629,921 Common Shares Offered by the Selling Stockholders

Filed pursuant to Rule 424(b)(4) Registration No. 333-275206 Prospectus Supplement (to Prospectus dated October 27, 2023) Mama’s Creations, Inc. 5,629,921 Common Shares Offered by the Selling Stockholders This prospectus relates solely to the offer and resale by the selling stockholders (“Selling Stockholders) named herein, on a resale basis, an aggregate of up to 5,629,921 shares (the “Selling St

SUBJECT TO COMPLETION, DATED DECEMBER 18, 2023

Filed pursuant to Rule 424(b)(3) Registration No. 333-275206 The information in this prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, and we are not sol

Mama’s Creations Reports Third Quarter Fiscal 2024 Financial Results Third Quarter Revenue Grew to Record $28.6 Million, Driving $2.0 Million in Net Income

Exhibit 99.1 Mama’s Creations Reports Third Quarter Fiscal 2024 Financial Results Third Quarter Revenue Grew to Record $28.6 Million, Driving $2.0 Million in Net Income EAST RUTHERFORD, NJ – December 12, 2023 – Mama’s Creations, Inc. (Nasdaq: MAMA), a leading national marketer and manufacturer of fresh deli prepared foods, has reported its financial results for the fiscal third quarter ended Octob

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): December 12, 2023 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: October 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-40597 Mama’s Creations, Inc.

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): November 14, 2023 Mama’s Creation

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): November 14, 2023 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

November 9, 2023

November 9, 2023 VIA EDGAR TRANSMISSION U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Re: Mama’s Creations, Inc. Registration Statement on Form S-3 (Registration No. 333-275206) Request for Acceleration of Effective Date Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as ame

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

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): October 27, 2023 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 F

Form of Indemnification Agreement by and between Mama’s Creations, Inc. and its directors

Exhibit 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”), made as of , 2023 between MAMA’S CREATIONS, INC., a Nevada corporation (the “Company”), and (the “Indemnitee” and, sometimes, the “Director”). RECITALS: WHEREAS, Indemnitee is a director of the Company; WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-3 (Form Type) Mama’s Creations, Inc.

As filed with the Securities and Exchange Commission on October 27, 2023

As filed with the Securities and Exchange Commission on October 27, 2023 Registration No.

Form of Restricted Stock Unit Award Agreement (incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 20, 2023)

Exhibit 10.2 MAMA’S CREATIONS, INC. 2021 INCENTIVE STOCK AND AWARD PLAN Restricted Stock Unit Award Agreement Mama’s Creations, Inc. (the “Company”), pursuant to its 2021 Incentive Stock and Award Plan (as amended and restated from time to time, the “Plan”), hereby grants an award of Restricted Stock Units to you, the Participant named below. The terms and conditions of this Award are set forth in

2021 Incentive Stock and Award Plan, as Amended and Restated October 17, 2023 (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 20, 2023).

Exhibit 10.1 MAMA’S CREATIONS, INC. 2021 INCENTIVE STOCK AND AWARD PLAN (As Amended and Restated October 17, 2023) 1. Purpose of the Plan; General. (a) This 2021 Incentive Stock and Award Plan (as amended and restated, the “Plan”) supersedes the 2013 Incentive Stock and Award Plan and is intended as an incentive to retain in the employ of and as directors, officers, consultants, attorneys, advisor

Form of Performance-Based Stock Unit Award Agreement (incorporated by reference from Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 20, 2023)

Exhibit 10.3 MAMA’S CREATIONS, INC. 2021 INCENTIVE STOCK AND AWARD PLAN Performance Stock Unit Award Agreement Mama’s Creations, Inc. (the “Company”), pursuant to its 2021 Incentive Stock and Award Plan (as amended and restated from time to time, the “Plan”), hereby grants an award of Performance Stock Units to you, the Participant named below. The terms and conditions of this Award are set forth

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): October 17, 2023 Mama’s Creations

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): October 17, 2023 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 F

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): October 9, 2023 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 Fi

Mama’s Creations Announces Planned Evolution of the Senior Management Team New Appointments Continue to Advance the Strategic Evolution of the Mama’s Creations Leadership Team Concurrent with Retirement of COO Matthew Brown at End of Fiscal Third Qua

Exhibit 99.1 Mama’s Creations Announces Planned Evolution of the Senior Management Team New Appointments Continue to Advance the Strategic Evolution of the Mama’s Creations Leadership Team Concurrent with Retirement of COO Matthew Brown at End of Fiscal Third Quarter EAST RUTHERFORD, NJ – October 9, 2023 – Mama’s Creations, Inc. (NASDAQ: MAMA), a leading national marketer and manufacturer of fresh

Letter Amendment to the Revolving Line of Credit Loan by and between M&T Bank, the Company and T&L Acquisition Corp.*

Exhibit 10.2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: July 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-40597 Mama’s Creations, Inc.

As filed with the Securities and Exchange Commission on September 5, 2023

As filed with the Securities and Exchange Commission on September 5, 2023 Registration No.

Power of Attorney (included on Signature Page to the Post-Effective Amendment No. 1 to the Registration Statement)

As filed with the Securities and Exchange Commission on August 30, 2023 Registration No.

Second Amended and Restated Bylaws of Mama’s Creations, Inc. (incorporated by reference from Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on August 1, 2023).

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF MAMA’S CREATIONS, INC. (A Nevada Corporation) ARTICLE I SHAREHOLDERS Section 1.1. Annual Meetings. If required by applicable law, an annual meeting of the holders of Common Stock shall be held each year during the month of June or such other month as may be designated by the board of directors (the “Board of Directors”) on such date and at such time and p

Second Amended and Restated Bylaws of Mama’s Creations, Inc. (redlined)

Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF MAMAMANCINI’S HOLDINGSMAMA’S CREATIONS, INC. (A Nevada Corporation) ARTICLE I SHAREHOLDERS Section 1.1. Annual Meetings. If required by applicable law, an annual meeting of the holders of Common Stock shall be held each year during the month of June or such other month as may be designated by the board of directors (the “Board of Directors”) on such date

Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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): July 31, 2023 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

Certificate of Amendment to Articles of Incorporation of Mama’s Creations, Inc. (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 1, 2023).

Exhibit 3.1

Membership Interest Purchase Agreement dated June 28, 2023 by and among the Company, Siegel Suffolk Family, LLC, R&I Loeb Family, LLC, Jeffrey Siegel, and Ronald Loeb (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 29, 2023).

Exhibit 10.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT By and among SIEGEL SUFFOLK FAMILY, LLC AND R&I LOEB FAMILY, LLC (AS “SELLERS”), Jeffrey SIEGEL AND RONALD LOEB (AS “DEEMED SELLERS”), and MAMAMANCINI’S HOLDINGS, INC. (AS “BUYER”), dated as of June 28, 2023 MEMBERSHIP INTEREST PURCHASE AGREEMENT This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of June 28, 2023, is entered

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): June 28, 2023 MamaMancini’s Holdi

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): June 28, 2023 MamaMancini’s Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 000-40597 27-0607116 (State or Other Jurisdiction of Incorporation) (Commissio

MMMB / MamaMancini`s Holdings Inc / WOLF CARL T Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Eleventh Amendment Under the Securities Exchange Act of 1934 MAMAMANCINI’S HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 57660106 (CUSIP Number) Carl Wolf 6977 Collins Ave Apartment 512 Miami, FL 33141 (973) 985-0280 (Name, Address and Telephone Number

MamaMancini’s Announces Pricing of the Public Secondary Offering of Common Stock by Selling Stockholders

Exhibit 99.1 MamaMancini’s Announces Pricing of the Public Secondary Offering of Common Stock by Selling Stockholders EAST RUTHERFORD, NJ, June 22, 2023 — MamaMancini’s Holdings, Inc. (NASDAQ: MMMB), a leading national marketer and manufacturer of fresh Deli prepared foods, today announced the pricing of an underwritten public secondary offering of 6,281,085 shares of its common stock by certain s

Underwriting Agreement dated June 21, 2023 by and among MamaMancini’s Holdings, Inc., Lake Street Capital Markets, LLC, and the Selling Stockholders named therein.

EXHIBIT 1.1 6,281,085 Shares MamaMancini’s Holdings, Inc. Common Stock, par value $0.00001 per share UNDERWRITING AGREEMENT June 21, 2023 Lake Street Capital Markets, LLC 920 Second Avenue South, Suite 700 Minneapolis, Minnesota 55402 Ladies and Gentlemen: The undersigned, MamaMancini’s Holdings, Inc., a Nevada corporation (collectively with its subsidiaries and affiliates, including, without limi

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): June 21, 2023 MamaMancini’s Holdi

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): June 21, 2023 MamaMancini’s Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 001-40597 27-0607116 (State or Other Jurisdiction of Incorporation) (Commissio

MamaMancini’s Holdings, Inc. 6,281,085 Common Shares Offered by the Selling Stockholders

Filed pursuant to Rule 424(b)(4) Registration No. 333-272398 Prospectus Supplement (to Prospectus dated June 2, 2023) MamaMancini’s Holdings, Inc. 6,281,085 Common Shares Offered by the Selling Stockholders This prospectus supplement relates to solely to the offer and resale by the selling stockholders (“Selling Stockholders”) named herein, on a resale basis, an aggregate of up to 6,281,085 shares

Subject to completion, dated June 21, 2023

The information in this preliminary prospectus supplement is not complete and may be changed.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ☐ Definitive Proxy Statem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ☒ Definitive Proxy Statem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: April 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 000-54954 MamaMancini’s Holdings, Inc.

Amended and Restated Revolving Line Note with M&T Bank, dated as of October 26, 2022*

Exhibit 10.1 M&T Bank AMENDED AND RESTATED REVOLVING LINE NOTE New Jersey October 26, 2022 $ 5,500,000.00 BORROWER: MAMAMANCINI’S HOLDINGS, INC., a corporation organized under the laws of the State of Nevada, having an address at 355 Murray Hill Parkway, Suite 102, East Rutherford, New Jersey, 07073, and T&L ACQUISITION CORP, a corporation organized under the laws of the State of Nevada, having an

Employment Agreement dated September 19, 2022 by and between the Company and Anthony Gruber *

Exhibit 10.3 EMPLOYMENT AGREEMENT This Agreement is dated as of September 19, 2022 (the “Commencement Date”) between MamaMancini’s Holdings, Inc. (the “Company”) and you, Anthony Gruber (“Executive”). RECITALS WHEREAS, the Company wishes to employ Executive, and Executive wishes to be employed by the Company, on the terms and subject to the conditions hereinafter provided. AGREEMENT NOW, THEREFORE

Form of Warrant to Purchase Common Stock to Placement Agent in Series B Financing (incorporated by reference from Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed on June 13, 2023).

Exhibit 4.1 COMMON STOCK PURCHASE WARRANT MAMAMANCINI’S HOLDINGS, INC. . Warrant Shares: [] Initial Issue Date: [], 2022 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, AGES Financial Services, Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or a

Employment Agreement dated June 21, 2022 by and between the Company and Adam L. Michaels*

Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is dated as of June 21, 2022 between MamaMancini’s Holdings, Inc. (the “Company”) and you, Adam L. Michaels (“Executive”). RECITALS WHEREAS, the Company wishes to employ Executive, and Executive wishes to be employed by the Company, on the terms and subject to the conditions hereinafter provided. AGREEMENT NOW, THEREFOR

MamaMancini’s Holdings, Inc. 25 Branca Road East Rutherford, NJ 07073 June 8, 2023

MamaMancini’s Holdings, Inc. 25 Branca Road East Rutherford, NJ 07073 June 8, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Patrick Fullem Re: MamaMancini’s Holdings, Inc. Registration on Form S-3 File No. 333-272398 Filed on June 2, 2023 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ☐ Definitive Proxy Statem

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-3 (Form Type) MamaMancini’s Holdings, Inc.

Amended and Restated Bylaws of MamaMancini’s Holdings, Inc.

Exhibit 3.5 AMENDED AND RESTATED BYLAWS OF MAMAMANCINI’S HOLDINGS, INC. (A Nevada Corporation) ARTICLE I SHAREHOLDERS Section 1.1. Annual Meetings. If required by applicable law, an annual meeting of the holders of Common Stock shall be held each year during the month of June or such other month as may be designated by the board of directors (the “Board of Directors”) on such date and at such time

Series B Preferred Stock Certificate of Designation (incorporated by reference from Exhibit 3.4 to the Company’s Registration Statement on Form S-3 filed on June 2, 2023).

Exhibit 3.4 CERTIFICATE OF DESIGNATIONS, PREFERENCES, LIMITATIONS, RESTRICTIONS AND RELATIVE RIGHTS OF 8% SERIES B PREFERRED STOCK OF MAMAMANCINl’S HOLDINGS, INC. Pursuant to Section 78.1955 of the Nevada Revised Statutes August 15, 2022 RESOLVED, that pursuant to the authority expressly vested in the Board of Directors of MamaMancini’s Holdings, Inc. (the “Corporation”) by the Articles of Incorpo

As filed with the Securities and Exchange Commission on June 2, 2023

As filed with the Securities and Exchange Commission on June 2, 2023 Registration No.

Description of Common Stock

Exhibit 4.1 DESCRIPTION OF COMMON STOCK The following summary describes the common stock of MamaMancini’s Holdings, Inc., a Nevada corporation (the “Company”), which common stock is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Only the Company’s common stock is registered under Section 12 of the Exchange Act. Our authorized capital stoc

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended January 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 MAMAMANCINI’S HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 001-40597

List of Subsidiaries

Exhibit 21.1 Subsidiaries of MamaMancini’s Holdings, Inc. Entity Percent of Ownership Location MamaMancini’s, Inc. 100% United States of America MMB Acquisitions, Inc. 100% United States of America Joseph Epstein Food Enterprises, Inc. 100% United States of America T&L Acquisition Corp. 100% United States of America

(incorporated by reference from Exhibit 10.7 to the Company’s Annual Report on Form 10-K filed on April 26, 2023).

Exhibit 10.7

MamaMancini’s Holdings, Inc. 25 Branca Road East Rutherford, NJ 07073 April 5, 2023

MamaMancini’s Holdings, Inc. 25 Branca Road East Rutherford, NJ 07073 April 5, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Erin Donahue, Office of Manufacturing Re: MamaMancini’s Holdings, Inc. 2nd Amendment to Registration on Form S-1 File No. 333-270087 Filed on March 29, 2023 Ladies and Gentlemen:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Second Amendment REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MAMAMANCINI’S HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Second Amendment REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MAMAMANCINI’S HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Nevada 333-270087 27-0607116 (State or Other Jurisdiction of Incorporation) (Commission File No.) (I.R.S. Employer Identification No.) 25 Branca Road, East Ruth

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-1 (Form Type) MamaMancini’s Holdings, Inc.

MamaMancini’s Holdings, Inc. 25 Branca Road East Rutherford, NJ 07073 March 28, 2023

MamaMancini’s Holdings, Inc. 25 Branca Road East Rutherford, NJ 07073 March 28, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Office of Manufacturing Re: MamaMancini’s Holdings, Inc. Registration Statement on Form S-1 Amendment No. 1 Filed: March 16, 2023 File No. 333-270087 Ladies and Gentlemen: On beh

MamaMancini’s Holdings, Inc. 25 Branca Road East Rutherford, NJ 07073 March 21, 2023

MamaMancini’s Holdings, Inc. 25 Branca Road East Rutherford, NJ 07073 March 21, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Erin Donahue, Office of Manufacturing Re: MamaMancini’s Holdings, Inc. First Amendment to Registration on Form S-1 File No. 333-270087 Filed on March 16, 2023 Ladies and Gentleme

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-1 (Form Type) MamaMancini’s Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A First Amendment REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MAMAMANCINI’S HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A First Amendment REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MAMAMANCINI’S HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Nevada 333-270087 27-0607116 (State or Other Jurisdiction of Incorporation) (Commission File No.) (I.R.S. Employer Identification No.) 25 Branca Road, East Ruthe

MamaMancini’s Holdings, Inc. 25 Branca Road East Rutherford, NJ 07073 March 15, 2023

MamaMancini’s Holdings, Inc. 25 Branca Road East Rutherford, NJ 07073 March 15, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Office of Manufacturing Re: MamaMancini’s Holdings, Inc. Registration Statement on Form S-1 Filed: February 28, 2023 File No. 333-270087 Ladies and Gentlemen: On behalf of the Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 MamaMancini’s Holdings, Inc. (Exact name of Registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MamaMancini’s Holdings, Inc. (Exact name of Registrant as specified in its charter) Nevada 27-067116 (State or other jurisdiction of Incorporation or organization) (I.R.S. Employer Identification No.) 25 Branca Rd. East Rutherford, NJ 07073 (201) 532-1212 (Addres

Calculation of Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Table Form S-8 (Form Type) MamaMancini’s Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0

MamaMancini’s Holdings, Inc. 2021 Incentive Stock and Award Plan.

EXHIBIT 10.1 MAMAMANCINI’S HOLDINGS, INC. 2021 INCENTIVE STOCK AND AWARD PLAN 1. Purpose of the Plan. (a) This 2021 Incentive Stock and Award Plan (the “Plan”) supersedes the 2013 Incentive Stock and Award Plan and is intended as an incentive to retain in the employ of and as directors, officers, consultants, attorneys, advisors and employees to MamaMancini’s Holdings, Inc., a Nevada corporation (

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): March 9, 2023 MamaMancini’s Holdi

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): March 9, 2023 MamaMancini’s Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 001-40597 27-0607116 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MAMAMANCINI’S HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MAMAMANCINI’S HOLDINGS, 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 (Address

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-1 (Form Type) MamaMancini’s Holdings, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): February 1, 2023 MamaMancini’s Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 001-40597 27-0607116 (State or Other Jurisdiction of Incorporation) (Commis

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 19, 2022 MamaMancini?s Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 001-40597 27-0607116 (State or Other Jurisdiction of Incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: October 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-40597 MamaMancini?s Holdings, Inc.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Financial Statements and Exhibits

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): November 17, 2022 MamaMancini?s Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 000-40597 27-0607116 (State or Other Jurisdiction of Incorporation) (Commi

Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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): October 4, 2022 MamaMancini’s Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 001-40597 27-0607116 (State or Other Jurisdiction of Incorporation) (Commiss

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 21, 2022 MamaMancini?s Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 001-40597 27-0607116 (State or Other Jurisdiction of Incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ? Definitive Proxy Statem

Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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 13, 2022 MamaMancini?s Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 000-54954 27-0607116 (State or Other Jurisdiction of Incorporation) (Comm

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Financial Statements and Exhibits

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 13, 2022 MamaMancini?s Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 000-54954 27-0607116 (State or Other Jurisdiction of Incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: July 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 000-54954 MamaMancini?s Holdings, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 6, 2022 MamaMancini?s Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 000-54954 27-0607116 (State or Other Jurisdiction of Incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 formdef14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ? Definitive Proxy Statem

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): July 5, 2022 MamaMancini’s Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 000-28629 27-0607116 (State or Other Jurisdiction of Incorporation) (Commission

Proposed Offering Engagement Letter dated July 5, 2022 by and between MamaMancini’s Holdings, Inc. and Advisory Group Equity Services, Ltd.

Exhibit 2.1 Subject to Due Diligence Completion July 5, 2022 Proposed Offering Engagement Letter Ladies and Gentlemen: The purpose of this engagement letter is to set forth the terms pursuant to which AGES Financial Services, Ltd. (hereinafter referred to as ?AGES? or the ?Dealer Manager?) will act as the non-exclusive (i) dealer-manager, (ii) placement agent and/or (iii) financial advisor for a p

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits, Financial Statements and Exhibits

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): June 28, 2022 MamaMancini?s Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 000-28629 27-0607116 (State or Other Jurisdiction of Incorporation) (Commissio

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): June 23, 2022 MamaMancini?s Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 000-54954 27-0607116 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: April 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 000-54954 MamaMancini?s Holdings, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Financial Statements and Exhibits

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): June 13, 2022 MamaMancini?s Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 001-40597 27-0607116 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended January 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 MAMAMANCINI?S HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54954

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number 000-54954 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number 000-54954 NOTIFICATION OF LATE FILING (Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR For Period Ended: January 31, 2022 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR [ ] Transition Report on Form 11-K For Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

T & L CREATIVE SALADS, INC. FINANCIAL REPORT DECEMBER 31, 2020 WITH INDEPENDENT AUDITORS’ REPORT T & L CREATIVE SALADS, INC. FOR THE YEAR ENDED DECEMBER 31, 2020 C O N T E N T S

EX-99.1 2 ex99-1.htm EXHIBIT 99.1 T & L CREATIVE SALADS, INC. FINANCIAL REPORT DECEMBER 31, 2020 WITH INDEPENDENT AUDITORS’ REPORT T & L CREATIVE SALADS, INC. FOR THE YEAR ENDED DECEMBER 31, 2020 C O N T E N T S Page INDEPENDENT AUDITORS’ REPORT 1-2 FINANCIAL STATEMENTS: Balance Sheet 3 Statement of Income and Retained Earnings 4 Statement of Cash Flows 5 Notes to Financial Statements 6 - 11 SUPPL

T & L CREATIVE SALADS, INC. FINANCIAL REPORT SEPTEMBER 30, 2021 WITH INDEPENDENT ACCOUNTANTS’

EXHIBIT 99.2 T & L CREATIVE SALADS, INC. FINANCIAL REPORT SEPTEMBER 30, 2021 WITH INDEPENDENT ACCOUNTANTS? REPORT See independent auditors' report on supplementary information. T & L CREATIVE SALADS, INC. FOR THE NINE MONTHS THEN ENDED SEPTEMBER 30, 2021 CONTENTS Page INDEPENDENT ACCOUNTANTS? REPORT 1 FINANCIAL STATEMENTS: Balance Sheet 2 Statement of Income and Retained Earnings 3 Statement of Ca

UNAUDITED PRO FORMA FINANCIAL STATEMENTS OF MAMAMANCINI’S HOLDINGS, INC.

EXHIBIT 99.3 UNAUDITED PRO FORMA FINANCIAL STATEMENTS OF MAMAMANCINI?S HOLDINGS, INC. References to ?MamaMancini?, the ?Company?, ?we?, ?us? and ?our? mean MamaMancini?s Holdings, Inc. and its consolidated subsidiaries, unless the context otherwise requires. Pro Forma Financial Statements On November 1, 2017, MamaMancini?s Holdings, Inc., a Nevada corporation (?MamaMancini?s?), T&L Creative Salads

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (Amendment No. 1) Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2021 MamaMancini?s Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54954 27-0607116 (State or other jurisdiction of i

Asset Purchase Agreement dated December 23, 2021 by and between T&L Creative Salads, Inc, Anthony Morello, Jr., Joseph Morello and Michael Morello and T&L Acquisition Corp.

Exhibit 2.1 ASSET PURCHASE AGREEMENT By and among T & L CREATIVE SALADS, INC. (AS ?SELLER?), ANTHONY MORELLO, JR., JOSEPH MORELLO, AND MICHAEL MORELLO (AS ?SHAREHOLDERS?), and T&L ACQUISITION CORP. (AS ?BUYER?), dated as of December 23, 2021 TABLE OF CONTENTS ARTICLE I PURCHASE AND SALE 1 ARTICLE II CLOSING 7 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 8 ARTICLE IV REPRESENTATIONS AND WAR

Asset Purchase Agreement dated December 23, 2021 by and between Olive Branch Foods, LLC, Joe, Mike and Anthony, LLC, Siegel Suffolk Family, LLC and R&I Loeb Family, LLC and T&L Acquisition Corp.

Exhibit 2.2 ASSET PURCHASE AGREEMENT By and among OLIVE BRANCH FOODS, LLC (AS ?SELLER?), JOE, MIKE AND ANTHONY, LLC, SIEGEL SUFFOLK FAMILY, LLC, AND R&I LOEB FAMILY, LLC (AS ?MEMBERS?), and T&L ACQUISITION CORP. (AS ?BUYER?), dated as of December 23, 2021 TABLE OF CONTENTS ARTICLE I PURCHASE AND SALE 1 ARTICLE II CLOSING 4 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 6 ARTICLE IV REPRESENT

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): December 23, 2021 MamaMancini’s Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 000-28629 27-0607116 (State or Other Jurisdiction of Incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: October 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 000-54954 MamaMancini?s Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: July 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 000-54954 MamaMancini?s Holdings, Inc.

Form 8-A

8-A12B 1 form8a-12b.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 MAMAMANCINI’S HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 27-0607116 (State or other jurisdiction of incorporation) (IRS Employer Identifica

2021 Stock Incentive and Award Plan

EXHIBIT 4.1 MAMAMANCINI?S HOLDINGS, INC. 2021 INCENTIVE STOCK AND AWARD PLAN 1. Purpose of the Plan. (a) This 2021 Incentive Stock and Award Plan (the ?Plan?) supersedes the 2013 Incentive Stock and Award Plan and is intended as an incentive to retain in the employ of and as directors, officers, consultants, attorneys, advisors and employees to MamaMancini?s Holdings, Inc., a Nevada corporation (t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) [X] Definitive Pr

Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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): June 24, 2021 MamaMancini?s Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 000-54954 27-067116 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: April 30, 2021 [ ] TRANSITION REPORT PURSUANT TO SECTIO

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: April 30, 2021 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 000-54954 MamaMa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MAMAMANCINI’S HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MAMAMANCINI’S HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Nevada 000-54954 27-0607116 (State or Other Jurisdiction of Incorporation) (Commission File No.) (I.R.S. Employer Identification No.) 25 Branca R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 formdef14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A 1 formpre14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended January 31, 2021 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 MAMAMANCINI?S HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MAMAMANCINI?S HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Nevada 000-54954 27-0607116 (State or Other Jurisdiction of Incorporation) (Commission File No.) (I.R.S. Employer Identification No.) 25 Branca R

JOINT FILING AGREEMENT

EX-99.A EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the shares of common stock, par value $0.00001 per share, of MamaMancini’s Holdings, Inc. dated as of February 2, 2021 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Ru

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* MamaMancini’s Holdings, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class

SC 13G/A 1 d126338dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* MamaMancini’s Holdings, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 56146T103 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Stateme

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: October 31, 2020 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 000-54954 MamaMancini’s Holdings, Inc.

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: July 31, 2020 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 000-54954 MamaMancini’s Holdings, Inc.

MMMB / MamaMancini's Holdings, Inc. / Brown Matthew Activist Investment

SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Tenth Amendment Under the Securities Exchange Act of 1934 MAMAMANCINI’S HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 57660106 (CUSIP Number) Matthew Brown 454 Tillou Road South Orange, NJ 07079 (201) 531-1212 (Name, Address an

MMMB / MamaMancini's Holdings, Inc. / WOLF CARL T Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Tenth Amendment Under the Securities Exchange Act of 1934 MAMAMANCINI’S HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 57660106 (CUSIP Number) Carl Wolf 6977 Collins Ave Apartment 512 Miami, FL 33141 (973) 985-0280 (Name, Address and Telephone Number of

Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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): June 16, 2020 MamaMancini’s Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 000-54954 27-067116 (State or Other Jurisdiction of Incorporation) (Commission

Quarterly Report -

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: April 30, 2020 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 000-54954 MamaMa

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) [X] Definitive Pr

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PRE 14A 1 formpre14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-

Financial Statements and Exhibits, Other Events

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): May 6, 2020 MamaMancini’s Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 000-54594 27-067116 (State or Other Jurisdiction of Incorporation) (Commission F

Dated May 6, 2020 MAMAMANCINI’S HOLDINGS, INC. 6,056,777 Shares of Common Stock Par Value $0.00001 Per Share

Filed Pursuant to Rule 424(b)(3) Registration No. 333-236317 Dated May 6, 2020 MAMAMANCINI’S HOLDINGS, INC. 6,056,777 Shares of Common Stock Par Value $0.00001 Per Share This prospectus relates to the offering by the selling stockholders of MAMAMANCINI’S HOLDINGS, INC. of up to 6,056,777 shares of our common stock underlying Series A warrants. We will not receive any proceeds from the sale of comm

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MamaMancini’s Holdings, Inc. 25 Branca Road East Rutherford, NJ 07073 May 4, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Edward N. Kelly, Senior Counsel, Office of Manufacturing Re: MamaMancini’s Holdings, Inc. First Amendment to Registration on Form S-1 File No. 333-236317 Filed on April 30, 2020 Lad

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CORRESP 1 filename1.htm MamaMancini’s Holdings, Inc. 25 Branca Road East Rutherford, NJ 07073 April 30, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Edward N. Kelly, Senior Counsel, Office of Manufacturing Re: MamaMancini’s Holdings, Inc. Registration on Form S-1 File No. 333-236317 Filed on February 7

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A First Amendment REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MAMAMANCINI’S HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Nevada 000-54954 27-0607116 (State or Other Jurisdiction of Incorporation) (Commission File No.) (I.R.S. Employer Identification No.) 25 Branca Road, East Ruther

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended January 31, 2020 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 MAMAMANCINI’S HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54

MMMB / MamaMancini's Holdings, Inc. / Alta Fox Opportunities Fund, LP - SC 13G Passive Investment

SC 13G 1 cik0001734916-sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* MamaMancini’s Holdings, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 56146T103 (CUSIP Number) March 18, 2020 (Date of Event which Requires Filing of this Statement)

JOINT FILING AGREEMENT

EXHBIIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the shares of common stock, par value $0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MAMAMANCINI’S HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MAMAMANCINI?S HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Nevada 000-54954 27-0607116 (State or Other Jurisdiction of Incorporation) (Commission File No.) (I.R.S. Employer Identification No.) 25 Branca Road, East Rutherford, NJ (Address

MMMB / MamaMancini's Holdings, Inc. 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: October 31, 2019 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 000-54954 MamaMancini’s Holdings, Inc.

MMMB / MamaMancini's Holdings, Inc. 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: July 31, 2019 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 000-54954 MamaMancini’s Holdings, Inc.

MMMB / MamaMancini's Holdings, Inc. 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: April 30, 2019 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 000-54954 MamaMancini’s Holdings, Inc.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 form8-k.htm 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): May 1, 2019 MamaMancini’s Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 000-28629 27-067116 (State or Other Jurisdiction of Incorporat

MMMB / MamaMancini's Holdings, Inc. (Annual Report)

10-K 1 form10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended January 31, 2019 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 MAMAMANCINI’S HOLDINGS, INC. (Exact name of registrant as specified in its ch

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): January 4, 2019 MamaMancini’s Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 000-28629 27-067116 (State or Other Jurisdiction (Commission (I.R.S. Employe

MMMB / MamaMancini's Holdings, Inc. 10-Q (Quarterly Report)

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: October 31, 2018 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 000-54954 Mama

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 form8-k.htm 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 17, 2018 MamaMancini’s Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 000-54954 27-067116 (State or Other Jurisdiction of Inc

MMMB / MamaMancini's Holdings, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: July 31, 2018 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 000-54954 MamaMancini’s Holdings, Inc.

MMMB / MamaMancini's Holdings, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: April 30, 2018 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 000-54954 MamaMancini’s Holdings, Inc.

MMMB / MamaMancini's Holdings, Inc. DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) [X] Definitive Pr

MMMB / MamaMancini's Holdings, Inc. PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) [ ] Definitive Pr

MMMB / MamaMancini's Holdings, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended January 31, 2018 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 MAMAMANCINI’S HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54

MMMB / MamaMancini's Holdings, Inc. NT 10-K

NT 10-K 1 formnt10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number 000-54954 NOTIFICATION OF LATE FILING (Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR For Period Ended: January 31, 2018 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form 20-F [ ] Tran

MamaMancini’s Holdings, Inc. 2013 Incentive Stock and Award Plan.

Exhibit 10.1 MAMAMANCINI’S HOLDINGS, INC. 2013 INCENTIVE STOCK AND AWARD PLAN 1. Purpose of the Plan. (a) This 2013 Incentive Stock and Award Plan (the “Plan”) is intended as an incentive to retain in the employ of and as directors, officers, consultants, attorneys, advisors and employees to MamaMancini’s Holdings, Inc., a Nevada corporation (the “Company”), and any Subsidiary of the Company, with

MMMB / MamaMancini's Holdings, Inc. S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MamaMancini’s Holdings, Inc. (Exact name of Registrant as specified in its charter) Nevada 27-067116 (State or other jurisdiction of Incorporation or organization) (I.R.S. Employer Identification No.) 25 Branca Rd. East Rutherford, NJ 07073 (201) 532-1212 (Addres

MMMB / MamaMancini's Holdings, Inc. / WOLF CARL T Activist Investment

SC 13D/A 1 sc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Ninth Amendment Under the Securities Exchange Act of 1934 MAMAMANCINI’S HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 57660106 (CUSIP Number) Carl Wolf 6977 Collins Ave Apartment 512 Miami, FL 33141 (973) 985-0280 (Name, Address an

MMMB / MamaMancini's Holdings, Inc. / Brown Matthew Activist Investment

SC 13D/A 1 sc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Ninth Amendment Under the Securities Exchange Act of 1934 MAMAMANCINI’S HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 57660106 (CUSIP Number) Matthew Brown 454 Tillou Road South Orange, NJ 07079 (201) 531-1212 (Name, Address and Te

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (Amendment No. 1) Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2017 MamaMancini’s Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54954 27-067116 (State or other (Commission (I.R.S.

UNAUDITED PRO FORMA FINANCIAL STATEMENTS OF MAMAMANCINI’S HOLDINGS, INC.

EXHIBIT 99.3 UNAUDITED PRO FORMA FINANCIAL STATEMENTS OF MAMAMANCINI?S HOLDINGS, INC. References to ?MamaMancini?, the ?Company?, ?we?, ?us? and ?our? mean MamaMancini?s Holdings, Inc. and its consolidated subsidiaries, unless the context otherwise requires. Pro Forma Financial Statements On November 1, 2017, MamaMancini?s Holdings, Inc., a Nevada corporation (?MamaMancini?s?), Joseph Epstein Food

Joseph Epstein Food Enterprises, Inc. Balance Sheet At October 31, 2017

EXHIBIT 99.2 Joseph Epstein Food Enterprises, Inc. Balance Sheet At October 31, 2017 Assets: Current Assets: Cash $ 17,627 Prepaid expenses 25,497 Inventory 733,687 Total Current Assets 776,811 Property, plant, and equipment, net 404,591 Deposits 17,036 Total Assets $ 1,198,438 Liabilities and Shareholders? Deficit Liabilities Current Liabilities: Accounts payable and accrued expenses $ 2,723,226

INDEPENDENT AUDITOR’S REPORT

EXHIBIT 99.1 INDEPENDENT AUDITOR?S REPORT To the Board of Directors of MamaMancini Holdings, Inc. We have audited the accompanying balance sheets of Joseph Epstein Food Enterprises, Inc. as of December 31, 2016 and 2015, and the related statements of operations, shareholders? equity (deficit) and cash flows for each of the years in the two-year period ended December 31, 2016. Joseph Epstein Food E

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 22, 2018 MamaMancini?s Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 000-54954 27-067116 (State or Other Jurisdiction of Incorporation) (Commiss

MMMB / MamaMancini's Holdings, Inc. 10-Q (Quarterly Report)

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: October 31, 2017 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 000-54954 Mama

MMMB / MamaMancini's Holdings, Inc. / WOLF CARL T Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Eighth Amendment Under the Securities Exchange Act of 1934 MAMAMANCINI’S HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 57660106 (CUSIP Number) Carl Wolf 6977 Collins Ave Apartment 512 Miami, FL 33141 (973) 985-0280 (Name, Address and Telephone Number of

MMMB / MamaMancini's Holdings, Inc. / Brown Matthew Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Eighth Amendment Under the Securities Exchange Act of 1934 MAMAMANCINI’S HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 57660106 (CUSIP Number) Matthew Brown 454 Tillou Road South Orange, NJ 07079 (201) 531-1212 (Name, Address and Telephone Number of Per

MamaMancini’s Closes Acquisition of Manufacturing Operations

EXHIBIT 99.1 MamaMancini’s Closes Acquisition of Manufacturing Operations -Transaction expected to be immediately accretive and increase EBITDA by $1.5 to $2.0 million in first year - EAST RUTHERFORD, NJ – November 1, 2017 - MamaMancini’s Holdings, Inc. (the “Company” or “MamaMancini’s”) (OTCQB: MMMB), a marketer of specialty pre-prepared, frozen and refrigerated all natural food products (as defi

Agreement and Plan of Merger, dated as of November 1, 2017, by and among MamaMancini’s Holdings, Inc., Joseph Epstein Food Enterprises, Inc. and MMMB Acquisition, Inc. (filed as exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference).

EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (the ?Agreement?), dated November 1, 2017, is between the following parties: ? MamaMancini?s Holdings, Inc., a Nevada corporation (?Parent?); ? MMMB Acquisition, Inc., a Nevada corporation and a wholly-owned subsidiary of Parent; and ? Joseph Epstein Food Enterprises (?JEFE?), a New Jersey corporation and wholly-owned subsi

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Other Events, Financial Statements and Exhibits, Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Other Events, Financial Statements and Exhibits

8-K 1 form8-k.htm 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) November 1, 2017 MamaMancini’s Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada 000-54954 27-067116 (State or other Jurisdiction of Incorp

MMMB / MamaMancini's Holdings, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: July 31, 2017 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 000-54954 MamaMancini’s Holdings, Inc.

MamaMancini’s Signs LOI to Acquire Manufacturing Operations

Exhibit 99.1 MamaMancini?s Signs LOI to Acquire Manufacturing Operations EAST RUTHERFORD, NJ-(Marketwired - Aug 22, 2017) - MamaMancini?s Holdings, Inc. (the ?Company? or ?MamaMancini?s?) ( OTCQB : MMMB ), a marketer of specialty pre- prepared, frozen and refrigerated all natural food products (as defined by the United States Department of Agriculture), today announced that it had signed a Letter

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 form8-k.htm 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 8, 2017 MamaMancini’s Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 000-28629 27-067116 (State or Other Jurisdiction of Inco

MMMB / MamaMancini's Holdings, Inc. / WOLF CARL T Activist Investment

SC 13D/A 1 sc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Seventh Amendment Under the Securities Exchange Act of 1934 MAMAMANCINI’S HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 57660106 (CUSIP Number) Carl Wolf 6977 Collins Ave Apartment 512 Miami, FL 33141 (973) 985-0280 (Name, Address

MMMB / MamaMancini's Holdings, Inc. / Brown Matthew Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Seventh Amendment Under the Securities Exchange Act of 1934 MAMAMANCINI’S HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 57660106 (CUSIP Number) Matthew Brown 454 Tillou Road South Orange, NJ 07079 (201) 531-1212 (Name, Address and Telephone Number of Pe

MamaMancini’s Accelerates Aggressive Marketing Campaign

Exhibit 99.1 MamaMancini’s Accelerates Aggressive Marketing Campaign EAST RUTHERFORD, NJ—(Marketwired - Jun 26, 2017) - MamaMancini’s Holdings, Inc. (the “Company” or “MamaMancini’s”) (OTCQB: MMMB), a marketer of specialty pre-prepared, frozen and refrigerated all natural food products (as defined by the United States Department of Agriculture), today announced the resumption of its aggressive mar

Regulation FD Disclosure, Financial Statements and Exhibits, Financial Statements and Exhibits

8-K 1 form8-k.htm 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): June 26, 2017 MamaMancini’s Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 000-28629 27-067116 (State or Other Jurisdiction of Incorpor

MMMB / MamaMancini's Holdings, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: April 30, 2017 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 000-54954 MamaMancini’s Holdings, Inc.

MamaMancini's Holdings 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) [X] Definitive Pr

MMMB / MamaMancini's Holdings, Inc. / Brown Matthew Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Sixth Amendment Under the Securities Exchange Act of 1934 MAMAMANCINI’S HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 57660106 (CUSIP Number) Matthew Brown 454 Tillou Road South Orange, NJ 07079 (201) 531-1212 (Name, Address and Telephone Number of Pers

MMMB / MamaMancini's Holdings, Inc. / WOLF CARL T Activist Investment

SC 13D/A 1 sc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Sixth Amendment Under the Securities Exchange Act of 1934 MAMAMANCINI’S HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 57660106 (CUSIP Number) Carl Wolf 6977 Collins Ave Apartment 512 Miami, FL 33141 (973) 985-0280 (Name, Address an

Regulation FD Disclosure, Financial Statements and Exhibits

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): June 1, 2017 MamaMancini?s Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 000-28629 27-067116 (State or Other Jurisdiction (Commission (I.R.S. Employer o

Carl Wolf, chairman and CEO of MamaMancini’s Holdings, Inc. (OTCQB: MMMB), talks with Top Executive’s Managing Editor Leslie Stone about the company’s key to success, plans for growth and vision for the future.

EXHIBIT 99.1 Carl Wolf, chairman and CEO of MamaMancini?s Holdings, Inc. (OTCQB: MMMB), talks with Top Executive?s Managing Editor Leslie Stone about the company?s key to success, plans for growth and vision for the future. When it comes to food, Americans are becoming more quality- and nutrition-conscious?especially millennials, who desire foods that are not only convenient and affordable but als

MamaMancini's Holdings 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) [ ] Definitive Pr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended January 31, 2017 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 MAMAMANCINI’S HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54

EX-99.1

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 form8-k.htm 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): March 6, 2017 MamaMancini’s Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 000-28629 27-067116 (State or Other Jurisdiction of Incorpor

MMMB / MamaMancini's Holdings, Inc. / WOLF CARL T Activist Investment

SC 13D/A 1 sc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Fifth Amendment Under the Securities Exchange Act of 1934 MAMAMANCINI’S HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 57660106 (CUSIP Number) Carl Wolf 6977 Collins Ave Apartment 512 Miami, FL 33141 (973) 985-0280 (Name, Address an

MMMB / MamaMancini's Holdings, Inc. / Brown Matthew Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Fifth Amendment Under the Securities Exchange Act of 1934 MAMAMANCINI’S HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 57660106 (CUSIP Number) Matthew Brown 454 Tillou Road South Orange, NJ 07079 (201) 531-1212 (Name, Address and Telephone Number of Pers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: October 31, 2016 [ ] TRANSITION REPORT PURSUANT TO SECT

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: October 31, 2016 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 000-54954 Mama

MMMB / MamaMancini's Holdings, Inc. / WOLF CARL T Activist Investment

SC 13D/A 1 sc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Fourth Amendment Under the Securities Exchange Act of 1934 MAMAMANCINI’S HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 57660106 (CUSIP Number) Carl Wolf 6977 Collins Ave Apartment 512 Miami, FL 33141 (973) 985-0280 (Name, Address a

MMMB / MamaMancini's Holdings, Inc. / Brown Matthew Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Fourth Amendment Under the Securities Exchange Act of 1934 MAMAMANCINI’S HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 57660106 (CUSIP Number) Matthew Brown 454 Tillou Road South Orange, NJ 07079 (201) 531-1212 (Name, Address and Telephone Number of Per

MamaMancini's Holdings 3D/A (Activist Acquisition of More Than 5% of Shares)

SC 13D/A 1 sc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Third Amendment Under the Securities Exchange Act of 1934 MAMAMANCINI’S HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 57660106 (CUSIP Number) Matthew Brown 454 Tillou Road South Orange, NJ 07079 (201) 531-1212 (Name, Address and Te

MMMB / MamaMancini's Holdings, Inc. / WOLF CARL T Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Third Amendment Under the Securities Exchange Act of 1934 MAMAMANCINI’S HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 57660106 (CUSIP Number) Carl Wolf 6977 Collins Ave Apartment 512 Miami, FL 33141 (973) 985-0280 (Name, Address and Telephone Number of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: July 31, 2016 [ ] TRANSITION REPORT PURSUANT TO SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: July 31, 2016 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 000-54954 MamaMancini’s Holdings, Inc.

MamaMancini's Holdings (Current Report/Significant Event)

FORM 8-K 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): July 19, 2016 MamaMancini?s Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 000-28629 27-067116 (State or Other Jurisdiction of Incorporation) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: April 30, 2016 [ ] TRANSITION REPORT PURSUANT TO SECTIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: April 30, 2016 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 000-54954 MamaMancini?s Holdings, Inc.

MamaMancini's Holdings 14A

DEF 14A 1 def14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)

MMMB / MamaMancini's Holdings, Inc. / Brown Matthew Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Second Amendment Under the Securities Exchange Act of 1934 MAMAMANCINI’S HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 57660106 (CUSIP Number) Matthew Brown 454 Tillou Road South Orange, NJ 07079 (201) 531-1212 (Name, Address and Telephone Number of Per

MMMB / MamaMancini's Holdings, Inc. / WOLF CARL T Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Second Amendment Under the Securities Exchange Act of 1934 MAMAMANCINI’S HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 57660106 (CUSIP Number) Carl Wolf 9 Vose Avenue, Apt. 322 South Orange, NJ 07079 (201) 531-1212 (Name, Address and Telephone Number of

MamaMancini's Holdings 14A

FORM PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) [ ]

MMMB / MamaMancini's Holdings, Inc. / WOLF CARL T Activist Investment

SC 13D/A 1 sc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A First Amendment Under the Securities Exchange Act of 1934 MAMAMANCINI’S HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 57660106 (CUSIP Number) Carl Wolf 9 Vose Avenue, Apt. 322 South Orange, NJ 07079 (201) 531-1212 (Name, Address an

MMMB / MamaMancini's Holdings, Inc. / Brown Matthew Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A First Amendment Under the Securities Exchange Act of 1934 MAMAMANCINI’S HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 57660106 (CUSIP Number) Matthew Brown 454 Tillou Road South Orange, NJ 07079 (201) 531-1212 (Name, Address and Telephone Number of Pers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

10-K 1 form10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended January 31, 2016 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 MAMAMANCINI’S HOLDINGS, INC. (Exact name of registrant as specified in its ch

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: October 31, 2015 [ ] TRANSITION REPORT PURSUANT TO SECT

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: October 31, 2015 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 000-54954 Mama

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): November 20, 2015 MAMAMANCINI?S HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-28629 27-067116 (State or other jurisdiction (Commission (IRS Employer

MamaMancini’s Holdings, Inc. 25 Branca Road East Rutherford, NJ

MamaMancini?s Holdings, Inc. 25 Branca Road East Rutherford, NJ October 29, 2015 Manatuck Hill Partners LLC 1465 Post Road East Westport, CT 06880 Ladies and Gentlemen: Reference is made to that certain Securities Purchase Agreement, dated December 19, 2014 (as amended, the ?Purchase Agreement?), by and between MamaMancini?s Holdings, Inc., a corporation incorporated under the laws of the State of

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 form8-k.htm 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): October 29, 2015 MAMAMANCINI’S HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-28629 27-067116 (State or other jurisdiction (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: July 31, 2015 [ ] TRANSITION REPORT PURSUANT TO SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: July 31, 2015 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 000-54954 MamaMancini’s Holdings, Inc.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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 8, 2015 MAMAMANCINI’S HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-28629 27-067116 (State or other jurisdiction (Commission (IRS Employer

Second Amended and Restated Series A Convertible Preferred Stock Certificate of Designation (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 10, 2015).