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Mama's Creations, Inc.

For the period ended May 20, 2025. Filed May 20, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 20, 2025 · Filed May 20, 2025

MAMA$13.40+3.2%Stored close · as of Nov 6, 2026
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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 ☒

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 Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.
☐Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

25 Branca Road

East Rutherford, New Jersey 07073

(201) 531-1212

NOTICE OF ANNUAL

MEETING OF STOCKHOLDERS

TO BE HELD JULY 3, 2025

Fellow Stockholders:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Mama’s Creations, Inc., a Nevada corporation, which will be held on July 3, 2025, at 12:00 P.M. Eastern. The Annual Meeting will be a virtual meeting to be held as a listen-only conference call by calling 877-407-3088 (Toll Free). The meeting will be held solely by remote communication, and there will not be a physical meeting location. If you encounter any technical difficulties with the virtual meeting platform on the meeting day, please call 877-804-2062 (toll free) or email proxy@equitystock.com.

The meeting will be held for the following purposes:

1.election of five (5) directors;
2.ratification of the appointment of UHY LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2026; and
3.advisory vote to approve executive compensation.

In addition, at the Annual Meeting, we will conduct any other business that may properly come before the meeting or any postponement or adjournment thereof.

The Board of Directors has fixed the close of business on May 6, 2025, as the record date for the determination of stockholders entitled to receive notice of and to vote at the Annual Meeting of Stockholders and any adjournment or postponement thereof. A complete list of stockholders entitled to vote at the Annual Meeting will be available for inspection for ten days prior to the Annual Meeting at the Offices of the Company located at 25 Branca Road, East Rutherford, New Jersey 07073.

By Order of the Board of Directors
May 20, 2025/s/ Adam L. Michaels
East Rutherford, New JerseyAdam L. Michaels
CEO and Chairman of the Board

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Stockholders to be held July 3, 2025.

The Notice of Annual Meeting & Proxy Statement, Annual Report, and Form of Proxy are available electronically at:

www.MAMA.vote

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING VIRTUALLY, TO ASSURE THAT YOUR SHARES WILL BE REPRESENTED, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY WITHOUT DELAY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO ADDITIONAL POSTAGE IF MAILED IN THE UNITED STATES.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING1
PROPOSAL 1: ELECTION OF DIRECTORS5
CORPORATE GOVERNANCE7
EXECUTIVE COMPENSATION12
DIRECTOR COMPENSATION16
TRANSACTIONS WITH RELATED PERSONS17
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT18
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM19
PROPOSAL 3: NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION20
STOCKHOLDER COMMUNICATIONS21
OTHER MATTERS21
HOUSEHOLDING21
ADDITIONAL INFORMATION21

i

25 Branca Road

East Rutherford, New Jersey 07073

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JULY 3, 2025

This proxy statement is being furnished to the stockholders of Mama’s Creations, Inc. (together with its subsidiaries, “Company”, “Mama’s Creations,” “we,” “us,” or “our”) in connection with the solicitation of proxies by our Board of Directors (the “Board”) for use at the Annual Meeting of Stockholders to be held via the internet on July 3, 2025, and at any and all adjournments or postponements thereof (the “Annual Meeting”) for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. Accompanying this proxy statement is a proxy/voting instruction form (the “Proxy”) for the Annual Meeting, which you may use to indicate your vote as to the proposals described in this Proxy Statement. It is contemplated that this proxy statement and any accompanying form of proxy will be first mailed to Mama’s Creations stockholders on or about May 20, 2025.

The Company will solicit stockholders by mail through its regular employees and will request banks and brokers and other custodians, nominees and fiduciaries to solicit their customers who have stock of the Company registered in the names of such persons and will reimburse them for reasonable out-of-pocket costs. In addition, the Company may use the services of its officers and directors to solicit proxies, personally or by telephone, without additional compensation.

For a period of at least ten days prior to the Annual Meeting, a complete list of stockholders entitled to vote at the Annual Meeting will be available at the principal executive offices of the Company located at 25 Branca Road, East Rutherford, New Jersey 07073 so that stockholders of record may inspect the list only for proper purposes.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.