Form POS AM MamaMancini’s Holdings,


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

 

Registrant’s
telephone number, including area code: (201) 531-1212

 

n/a

(Former
name or former address, if changed since last report)

 

Approximate
date of proposed sale to the public: From time to time after this Registration Statement becomes effective.

 

If
any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box. [X]

 

If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. [  ]

 

If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

 

If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

 

If
delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [  ]

 

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act.

 

(Check
one):

 

  Large accelerated filer [  ] Accelerated Filer [  ]
  Non-accelerated filer [  ] Smaller reporting company [x]

 

CALCULATION
OF REGISTRATION FEE

 

Title
of each
class of securities to be registered
  Amount
to be registered
    Proposed
maximum
offering price per share(1)
    Proposed
maximum
aggregate offering price
    Amount
of registration fee
 
                         
Shares of Common Stock underlying
Series A Warrants
    5,976,777     $ 1.50     $ 8,965,165     $ 1,163.68  
Shares of Common Stock underlying Placement Agent
Warrants
    80,000     $ 1.50     $ 120,000     $ 15.58  
Total Registration Statement Fee                           $ 1,179.26  

  

(1)
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(e) under the Securities Act of 1933.

 

The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(a), may determine.

 

Neither
the Securities Exchange Commission nor any state securities commissions have approved or disapproved of these securities or passed upon
the adequacy of the Prospectus. Any representation to the contrary is a criminal offense.

 

Explanatory
Note

 

The
purpose of this Post-Effective Amendment No. 2 to Registration Statement on Form S-1 is to include the registrant’s financial
statements for its fiscal year ended January 31, 2021 and to update other relevant matters since the effective date of the Form S-1 (May
6, 2020).

  

 

 

Filed
Pursuant to Rule 424(b)(3)

Registration
No. 333-236317

 

Dated
June 8, 2021

 

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 common stock.

 

The
selling stockholders have advised us that they will sell the shares of common stock from time to time in broker’s transactions,
in the open market, on the OTCQB, in privately negotiated transactions or a combination of these methods, at market prices prevailing
at the time of sale, at prices related to the prevailing market prices or at negotiated prices. We will pay the expenses incurred to
register the shares for resale, but the selling stockholders will pay any underwriting discounts, commissions or agent’s commissions
related to the sale of their shares of common stock.

 

Our
common stock is traded on the OTCQB under the symbol “MMMB”. On June 8, 2021, the closing sale price of our common
stock was $2.72 per share.

 

You
should rely only on the information contained in this prospectus or any prospectus supplement or amendment. We have not authorized anyone
to provide you with different information.

 

Investing
in these securities involves significant risks. See “Risk Factors” beginning on page 12.

 

Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or passed upon
the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

 

The
date of this prospectus is June 8, 2021.

 

The
information contained in this prospectus is not complete and may be changed. This prospectus is included in the registration statement
that was filed by MAMAMANCINI’S HOLDINGS, INC. with the Securities and Exchange Commission. The selling stockholders may not sell
these securities until the registration statement becomes effective. This prospectus is not an offer to sell these securities and it
is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

 

TABLE
OF CONTENTS

 

  

 

SUMMARY
INFORMATION AND RISK FACTORS

 

The
items in the following summary are described in more detail later in this prospectus. This summary provides an overview of selected information
and does not contain all the information you should consider before investing in the securities. Before making an investment decision,
you should read the entire prospectus carefully, including the “Risk Factors” section, the financial statements, and the
notes to the financial statements.

 

For
purposes of this prospectus, unless otherwise indicated or the context otherwise requires, all references herein to “MamaMancini’s”,
“the Company”, “we,” “us,” and “our,” refer to MAMAMANCINI’S HOLDINGS, INC., a
Nevada corporation.

 

SUMMARY
OF THE COMPANY

 

Our
History

 

MamaMancini’s
Holdings, Inc. (formerly Mascot Properties, Inc.) was incorporated in the State of Nevada on July 22, 2009. Mascot Properties, Inc.’s
(“Mascot”) activities since its inception consisted of trying to locate real estate properties to manage, primarily related
to student housing, and services which included general property management, maintenance and activities coordination for residents. Mascot
did not have any significant development of such business and did not derive any revenue. Due to the lack of results in its attempt to
implement its original business plan, management determined it was in the best interests of the shareholders to look for other potential
business opportunities.

 

On
February 22, 2010, MamaMancini’s LLC was formed as a limited liability company under the laws of the state of New Jersey in order
to commercialize our initial products. On March 5, 2012, the members of MamaMancini’s, LLC, holders of 4,700 units (the “Units”)
of MamaMancini’s LLC, exchanged the Units for 15,000,000 shares of common stock and those certain options to purchase an additional
223,404 shares of MamaMancini’s Inc. (the “Exchange”). Upon consummation of the Exchange, MamaMancini’s LLC ceased
to exist and all further business has been and continues to be conducted by MamaMancini’s Inc.

 

On
January 24, 2013, Mascot, Mascot Properties Acquisition Corp, a Delaware corporation and wholly-owned subsidiary of the Company (“Merger
Sub”), MamaMancini’s Inc., a privately-held Delaware Corporation headquartered in New Jersey (“Mama’s”)
and David Dreslin, an individual (the “Majority Shareholder”), entered into an Acquisition Agreement and Plan of Merger (the
“Agreement”) pursuant to which the Merger Sub was merged with and into Mama’s, with Mama’s surviving as a wholly-owned
subsidiary of the Company (the “Merger”). The transaction (the “Closing”) took place on January 24, 2013 (the
“Closing Date”). Mascot acquired, through a reverse triangular merger, all of the outstanding capital stock of Mama’s
in exchange for issuing Mama’s shareholders (the “Mama’s Shareholders”), pro-rata, a total of 20,054,000 shares
of the Company’s common stock. As a result of the Merger, the Mama’s Shareholders became the majority shareholders of Mascot.
Immediately following the Closing of the Agreement, Mascot changed its business plan to that of Mama’s. On March 8, 2013, Mascot
received notice from the Financial Industry Regulatory Authority (“FINRA”) that its application to change its name and symbol
had been approved and effective Monday, March 11, 2013, Mascot began trading under its new name, “MamaMancini’s Holdings,
Inc.” (“MamaMancini’s” or the “Company”) and under its new symbol, “MMMB”.

 

On
November 1, 2017, MamaMancini’s, Joseph Epstein Food Enterprises, Inc., a New Jersey corporation (“JEFE”), and MMMB
Acquisition, Inc., a Nevada corporation and wholly owned subsidiary of MamaMancini’s (“Merger Sub”), completed a merger
transaction whereby JEFE merged with and into Merger Sub, with Merger Sub continuing as the surviving entity and a wholly owned subsidiary
of MamaMancini’s. Under the terms of the Merger Agreement and in connection with the merger, the Company acquired all assets of
JEFE. The consideration for the transaction was (a) the extinguishment of the Inter-Company Loan between the parties, (b) the assumption
by the Company of all JEFE accounts payable and accrued expenses (c) assumption by the Company of certain third-party loans to JEFE totaling
approximately $782,000 and (d) indemnification of Carl Wolf with respect to his collateralization of a bank loan to JEFE in the amount
of approximately $250,000. As a result of the transaction, (i) the Company became the sole shareholder of JEFE, which became a wholly-owned
subsidiary of the Company. No cash or stock was exchanged in connection with the transaction.

 

  

Our
Company

 

MamaMancini’s
roots go back to our founder Dan Dougherty, whose grandmother Anna “Mama” Mancini emigrated from Bari, Italy to Bay Ridge,
Brooklyn in 1921. Our products were developed using her old-world Italian recipes that were handed down to her grandson, Dan Dougherty.
Today we market a line of all-natural specialty prepared, frozen and refrigerated foods for sale in retailers around the country. Our
primary products include beef and turkey meatballs, meat loaf, chicken, sausage-related products and pasta entrees, all with slow cooked
Italian Sauce.

 

Our
products are all natural, contain a minimum number of ingredients and are generally derived from the original recipes of Anna “Mama”
Mancini. Our products appeal to health-conscious consumers who seek to avoid artificial flavors, synthetic colors and preservatives that
are used in many conventional packaged foods.

 

The
United States Department of Agriculture (the “USDA”) defines all natural as a product that contains no artificial ingredients,
coloring ingredients or chemical preservatives and is minimally processed. The Company’s products were submitted to the USDA and
approved as all natural. The Food and Safety and Inspection Service (“FSIS”) Food Standards and Labeling Policy Book (2003)
requires meat and poultry labels to include a brief statement directly beneath or beside the “natural” Label claim that “explains
what is meant by the term natural i.e., that the product is a natural food because it contains no artificial ingredients and is only
minimally processed”. The term “natural” may be used on a meat label or poultry label if the product does not contain
any artificial flavor or flavoring, coloring ingredient, chemical preservative, or any other artificial or synthetic ingredient. Additionally,
the term “all natural” can be used if the FSIS approves your product and label claims. The Company’s product and label
claims have been approved by the FSIS to contain the all-natural label.

 

Additionally,
the Company has recently commenced marketing of certain “meatless” versions of its product line under a Trademark Licensing
Agreement with Beyond Meat, Inc.

 

Our
products are principally sold to supermarkets and mass-market retailers. We currently have 26 different product offerings which are packaged
in different sized retail and bulk packages. Our products are principally sold in multiple sections of the supermarket, including hot
bars, salad bars, prepared foods (meals), sandwich, as well as cold deli and foods-to-go sections. Our products are also sold in the
frozen food and fresh meat sections. We sell directly to both food retailers and food distributors.

 

Finally,
we also sell our products on QVC through live on-air offerings, auto ship programs and for everyday purchases on their web site. QVC
is the world’s largest direct to consumer marketer.

 

During the year ended January 31, 2021,
the Company earned revenues from two customers representing approximately 41% and 13% of gross sales. During the year ended January
31, 2021, these two customers represented approximately 23% and 14% of total gross outstanding receivables, respectively. During
the year ended January 31, 2020, the company earned revenues from three customers representing approximately 46%, 11% and 10%
of gross sales. As of January 31, 2020, three customers represented approximately 34%, 16% and 8% of total gross outstanding receivables,
respectively.

 

The
Company continually reviews its accounts in order to focus on maximum performance, and as a result periodically eliminates under-performing
accounts.

 

Industry
Overview

 

Our
products are considered specialty prepared foods, in that they are all natural, taste great, are authentic Italian and are made with
high quality ingredients. The market for specialty and prepared foods spans several sections of the supermarket, including frozen, deli-
prepared foods, and the specialty meat segment of the meat department.

  

 

Our
Strengths

 

We
believe that the following strengths differentiate our products and our brand:

 

  Authentic
recipes and great taste.
Our products are founded upon Anna “Mama” Mancini’s old-world Italian recipes. We
believe the authenticity of our products has enabled us to build and maintain loyalty and trust among our current customers and will
help us attract new customers. Additionally, we continuously receive positive customer testimonials regarding the great taste and
quality of our products.
     
  Healthy
and convenient.
Our products are made only from high quality natural ingredients, including domestic inspected beef, whole Italian
tomatoes, genuine imported Pecorino Romano, real eggs, natural breadcrumbs, olive oil and other herbs and spices. Our products are
also simple to prepare. Virtually every product we offer is ready-to-serve within 12 minutes, thereby providing quick and easy meal
solutions for our customers. By including the sauce and utilizing a tray with our packaging, our meatballs can be prepared quickly
and easily.
     
  Great
value
. We strive to provide our customers with a great tasting product using all-natural ingredients at an affordable price.
Typical retail prices for 16 oz. packages ranges from $4.99 to $7.99, and $5.99 to $9.99 for bulk products sold in delis or hot bars.
We believe the sizes of our product offerings represent a great value for the price.
     
  New
products and innovation
. Since our inception, we have continued to introduce new and innovative products. While we pride on ourselves
on our traditional beef and turkey meatballs and meat loaf, we have continuously made efforts to grow and diversify our line of products
while maintaining our high standards for all natural, healthy ingredients and great taste.

 

Customers/Management

 

  Strong
consumer loyalty.
Many of our consumers are loyal and enthusiastic brand advocates. Our consumers trust us to deliver great-tasting
products made with all-natural ingredients. Consumers have actively communicated with us through our website and/or social media
channels. We believe that this consumer interaction has generated interest in our products and has inspired enthusiasm for our brand.
We also believe that enthusiasm for our products has led and will continue to lead to repeat purchases and new consumers trying our
products.

  

  Experienced
leadership.
We have a proven and experienced senior management team. Our Chief Executive Officer and Chairman, Carl Wolf, has
been with us since inception and has over 35 years of experience in the management and operations of food companies. Mr. Wolf was
the founder, majority shareholder, Chairman of the Board, and CEO of Alpine Lace Brands, Inc., a public company engaged in the development,
marketing and distribution of cheese, deli meats and other specialty food products, which was sold to Land O’Lakes, Inc. In
addition, the other members of our board of directors also have significant experience in the food industry.

 

Our
Growth Strategy

 

We
are actively executing a strategy to build our brand’s reputation, grow sales and improve our product and operating margins by
pursuing the following growth initiatives:

 

  Increase
product placements in the perimeter within retail locations
. We strive for product placements in the perishable departments of
retail locations. We believe adding shelf placements within the supermarkets that carry our products will increase customer awareness,
leading to more consumers purchasing our products and expanding our market share.

 

 

  Increase
Sales in “Fresh” Section
. Increase sales in the “Fresh” section (in the perimeter of the retainer), where
there is significant sales growth and higher margins, over products in the “Frozen” section which are showing zero to
negative growth.
     
  Increase
retail locations
. We intend to increase sales by expanding the number of retail stores that sell our products in the mainstream
grocery and mass merchandiser channels.
     
  Increase
Overall Sales
. We have an experienced sales staff and now employ one full time Vice President of Sales as well as our Co-Founder
Dan Dougherty, Carl Wolf, our Chief Executive Officer and Chairman, and Matthew Brown, our President, each of whom is involved with
selling to, and managing sales with, major supermarket chains. In addition, the Company has contracted with an independent consultant
to manage sales opportunities in the food service area as well as an independent person to solicit sales in colleges and universities
and independent delicatessens,
     
  Expand
food brokerage network
. We currently work with retail food brokers nationwide and intend to add additional food brokers to increase
our geographical coverage in the United States to approximately 90%.
     
  Enhance
awareness through marketing
. We have increased our social media activity with Facebook, Twitter, Pinterest, and YouTube. We also engage with consumers through newsletter
mailings, blogs, and special projects, including a bank of recipe videos and contests and giveaways. Targeted consumer merchandising
activity, including virtual couponing, on-pack couponing, mail-in rebates, product demonstrations, and co-op retail advertising will
continue into the future in order to increase sales and generate new customers.
     
  Adding
new products
. Our market research and consumer testing enable us to identify attractive new product opportunities. We intend
to continue to introduce new products in both existing and new product lines that appeal to a wide range of consumers.
     
  Maintain
a Strong Relationship with QVC
. The Company currently offers various lines through QVC and intends to increase its product line
offerings offered through QVC.
     
  Increase
Media Exposure
. Increase the visibility of Dan Dougherty (Mancini) in the media as a product spokesman.
     
  “Club
Stores”.
The Company is aggressively pursuing sales to “Club Stores”.
     
  The
Company is actively pursuing sales to Canada through a designated agent who is handling all necessary compliance issues.

 

Pricing

 

Our
pricing strategy focuses on being competitively priced with other premium brands. Since our products are positioned in the authentic
premium prepared food category, we maintain prices competitive with those of similar products and prices slightly higher than those in
the commodity prepared foods section. This pricing strategy also provides greater long-term flexibility as we grow our product line through
the growth curve of our products. Current typical retail prices for 16 oz. packages range from $4.99 to $7.99, and $5.99 to $9.99 per
pound for prepared food products sold to delis or hot bars. Increases in raw materials costs, among other factors, may lead to us consider
price increases in the future.

 

Suppliers/Manufacturers

 

As
of January 31, 2021, approximately 70% of our products are internally produced by the Company’s wholly-owned
subsidiary, Joseph Epstein Food Enterprises, Inc (“JEFE”). Approximately 10% are manufactured on an outsourced basis.
None of our raw materials or ingredients are directly grown or produced by us. From time-to-time we negotiate with other manufacturers
to supplement the Company’s manufacturing capability. We currently purchase modest quantities from other manufacturers.
All of the raw materials and ingredients in our products are readily available and are readily ascertainable by our suppliers.
We have not experienced any material shortages of ingredients or other products necessary to our operations and do not anticipate
such shortages in the foreseeable future.

 

  

Sales/Brokers

 

Our
products are sold primarily through a commission broker network. We sell to large retail chains who direct our products to their own
warehouses or to large food distributors.

 

The
Company increased its sales management efforts with the result that the Company is now actively soliciting business with almost every
major retail supermarket chain in the country. MamaMancini’s products are currently sold nationwide, with its greatest concentration
in the Northeast and Southeast. In April 2019, the Company initiated a major sales effort into the food service, convenience store, export
and special projects areas.

 

Marketing

 

The
majority of our marketing activity has been generated through promotional discounts, consumer trial, consumer product tastings and demonstrations,
in-store merchandising and signage, couponing, word of mouth, consumer public relations, social media, special merchandising events with
retailers and consumer advertising.

 

Based
on the Company’s metrics for determining brand awareness, which includes market studies and analysis of consumer recognition of
the MamaMancini’s brand, the Company believes that brand awareness for MamaMancini’s has grown in the past 12 months.

 

Investments
– Meatball Obsession

 

During
2011 the Company acquired a 34.62% interest in Meatball Obsession, LLC (“MO”) for a total investment of $27,032. This
investment is accounted for using the equity method of accounting. Accordingly, investments are recorded at acquisition cost plus
the Company’s equity in the undistributed earnings or losses of the entity. At December 31, 2011 the investment was written
down to $0 due to losses incurred by MO. The Company’s ownership interest in MO has decreased due to dilution. At January
31, 2021 and 2020, the Company’s ownership interest in MO was 12% and 12%, respectively. One of our directors,
Steven Burns, serves as the Chairman of the Board of Directors of Meatball Obsession. As of December 31, 2019, MO had wound down
and ceased operations. Major accounts were transitioned to MamaMancini’s as a part of the wind down.

 

Competition

 

The
gourmet and specialty pre-packaged and frozen food industry has many large competitors specializing in various types of cuisine from
all over the world. Our product lines are currently concentrated on Italian specialty foods. While it is our contention that our competition
is much more limited than the entire frozen and pre-packaged food industry based on our products’ niche market, there can be no
assurances that we do not compete with the entire frozen and pre-packaged food industry. We believe our principal competitors include
Quaker Maid, Hormel, Rosina Company, Inc., Casa Di Bertacchi, Inc., Farm Rich, Inc., Mama Lucia, Buona Vita, Inc., Taylor Farms and Kings
Command.

 

Intellectual
Property

 

Our
current intellectual property consists of trade secret recipes and cooking processes for our products and four trademarks for “MamaMancini’s”,
“Mac N’ Mamas”, “Sunday Dinner” and “The Meatball Lovers Meatball”. The recipes and use of
the trademarks have been assigned in perpetuity to the Company.

 

We
rely on a combination of trademark, copyright and trade secret laws to establish and protect our proprietary rights. We will also use
technical measures to protect our proprietary rights.

 

  

Royalty
Agreement

 

In
accordance with a Development and License Agreement (the “Development and License Agreement”) entered into on January 1,
2009 with Dan Dougherty relating to the use of his grandmother’s recipes for the products to be created by MamaMancini’s,
Mr. Dougherty granted us a 50-year exclusive license (subject to certain minimum payments being made), with a 25-year extension option,
to use and commercialize the licensed items. Under the terms of the Development and License Agreement, Mr. Dougherty shall develop a
line of beef meatballs with sauce, turkey meatballs with sauce and other similar meats and sauces for commercial manufacture, distribution
and sale (each a “Licensor Product” and collectively the “Licensor Products”). Mr. Dougherty shall work with
us to develop Licensor Products that are acceptable to us. Upon acceptance of a Licensor Product by us, Mr. Dougherty’s trade secret
recipes, formulas methods and ingredients for the preparation and production of such Licensor Products shall be subject to the Development
and License Agreement. In connection with the Development and License Agreement, we pay Mr. Dougherty a royalty fee on net sales.

 

USDA
approval / Regulations

 

Our
food products, which are manufactured both in our own manufacturing facilities and in third-party facilities, are subject to various
federal, state and local regulations and inspection, and to extensive regulations and inspections, regarding sanitation, quality, packaging
and labeling. In order to distribute and sell our products outside the State of New Jersey, the third-party food processing facilities
must meet the standards promulgated by the U.S. Department of Agriculture (the “USDA”). Our manufacturing processing facilities
and products are subject to periodic inspection by federal, state, and local authorities. In January 2011, the FDA’s Food Safety
Modernization Act was signed into law. The law will increase the number of inspections at food facilities in the U.S. in an effort to
enhance the detection of food borne illness outbreaks and order recalls of tainted food products. The facilities in which our products
are manufactured are inspected regularly and comply with all the requirements of the FDA and USDA.

 

We
are subject to the Food, Drug and Cosmetic Act and regulations promulgated thereunder by the FDA. This comprehensive regulatory program
governs, among other things, the manufacturing, composition and ingredients, packaging, and safety of food. Under this program, the FDA
regulates manufacturing practices for foods through, among other things, its current “good manufacturing practices” regulations,
or GMP’s, and specifies the recipes for certain foods. Specifically, the USDA defines “all natural” as a product that
contains no artificial ingredients, coloring ingredients or chemical preservatives and is minimally processed. The Company’s products
were submitted to the USDA and approved as “all natural”. However, should the USDA change their definition of “all
natural” at some point in the future, or should MamaMancini’s change their existing recipes to include ingredients that do
not meet the USDA’s definition of “all natural”, our results of operations could be adversely affected.

 

The
FTC and other authorities regulate how we market and advertise our products, and we are currently in compliance with all regulations
related thereto, although we could be the target of claims relating to alleged false or deceptive advertising under federal and state
laws and regulations. Changes in these laws or regulations or the introduction of new laws or regulations could increase the costs of
doing business for us or our customers or suppliers or restrict our actions, causing our results of operations to be adversely affected.

 

Quality
Assurance

 

We
take precautions designed to ensure the quality and safety of our products. In addition to routine third-party inspections of our manufacturing
facilities, we have instituted regular audits to address topics such as allergen control, ingredient, packaging and product specifications
and sanitation. Under the FDA Food Modernization Act, both our own manufacturing facilities and each of our contract manufacturers are
required to have a hazard analysis critical control points plan that identifies critical pathways for contaminants and mandates control
measures that must be used to prevent, eliminate or reduce relevant food-borne hazards.

 

Our
manufacturing facility is certified in the Safe Quality Food Program. These standards are integrated food safety and quality management
protocols designed specifically for the food sector and offer a comprehensive methodology to manage food safety and quality simultaneously.
Certification provides an independent and external validation that a product, process or service complies with applicable regulations
and standards.

 

We
work with suppliers who assure the quality and safety of their ingredients. These assurances are supported by our purchasing contracts
or quality assurance specification packets, including affidavits, certificates of analysis and analytical testing, where required. The
quality assurance staff within our manufacturing facility and within our contract manufacturers conduct periodic on-site routine audits
of critical ingredient suppliers.

 

 

SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This
prospectus contains forward-looking statements. This prospectus includes statements regarding our plans, goals, strategies, intent, beliefs
or current expectations. These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no
assurance that these expectations will be achieved or accomplished. These forward looking statements can be identified by the use of
terms and phrases such as “believe,” “plan,” “intend,” “anticipate,” “target,”
“estimate,” “expect,” and the like, and/or future-tense or conditional constructions “may,” “could,”
“should,” etc. Items contemplating or making assumptions about, actual or potential future sales, market size, collaborations,
and business opportunities also constitute such forward-looking statements.

 

Although
forward-looking statements in this report reflect the good faith judgment of our management, forward-looking statements are inherently
subject to known and unknown risks, business, economic and other risks and uncertainties that may cause actual results to be materially
different from those discussed in these forward-looking statements. Readers are urged not to place undue reliance on these forward-looking
statements, which speak only as of the date of this report. We assume no obligation to update any forward-looking statements in order
to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or
regulation. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the Securities
and Exchange Commission which attempt to advise interested parties of the risks and factors that may affect our business, financial condition,
results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove
incorrect, our actual results may vary materially from those expected or projected.

 

CORPORATE
ADDRESS AND TELEPHONE NUMBER

 

The
Company maintains its designated office at 25 Branca Road, East Rutherford, NJ 07073. The Company’s telephone number is 201-531-1212.

 

 

THE
OFFERING

 

This
prospectus will be utilized in connection with the re-sale of 6,056,777 shares which could be potentially issued in the future as of
the result of the prospective exercise of certain investor warrants and placement agent warrants which were issued in connection with
the Company’s recent stock offering. The Company will not receive any proceeds from any sales of these shares.

 

Common
stock currently outstanding
35,608,474 shares(1)
Common
stock offered by the selling stockholders
6,056,777
shares
Use
of proceeds
We
will not receive any proceeds from the sale of common stock offered by this prospectus.

  

(1)
Shares of common stock issued and outstanding as of April 19, 2021.

 

 

FINANCIAL
INFORMATION
SELECTED CONSOLIDATED FINANCIAL DATA

 

The
following selected consolidated statement of operations data contains consolidated statement of operations data and consolidated balance
sheet for the fiscal years period ended January 31, 2021, January 31, 2020 and January 31, 2019. The consolidated statement of operations
data and balance sheet data were derived from the audited consolidated financial statements. Such financial data should be read in conjunction
with the consolidated financial statements and the notes to the consolidated financial statements starting on page 36 and with “Management’s
Discussion and Analysis of Financial Condition and Results of Operations.”

 

    1/31/21     1/31/20  
Revenues   $ 40,758,603     $ 33,750,465  
Net
income
  $ 4,067,206     $ 1,532,694  
Net
income per share (basic)
  $ 0.12     $ 0.05  
Weighted
average no. shares (basic)
    33,503,208       31,949,803  
Stockholders’
Equity (Deficit)
  $ 8,309,746     $ 402,063  
Total
assets
  $ 14,048,325     $ 9,937,069  
Total
liabilities
  $ 5,738,579     $ 9,535,006  

 

RISK
FACTORS

 

Before
you invest in our securities, you should be aware that there are various risks. You should consider carefully these risk factors, together
with all of the other information included in this annual report before you decide to purchase our securities. If any of the following
risks and uncertainties develop into actual events, our business, financial condition or results of operations could be materially adversely
affected.

 

 

RISKS
RELATED TO OUR BUSINESS

 

We
have a limited history of profitability.

 

Since
inception on February 22, 2010 and through January 31, 2021, Mamamancini’s has raised approximately $20,500,000 in capital. During
this same period, we have recorded net accumulated losses totaling $(12,076,904). As of January 31, 2021, we had working capital of $4,834,102.
MamaMancini’s net income for the two most recent fiscal years ended January 31, 2021 and January 31, 2020 have been $4,067,206
and $1,532,694, respectively. MamaMancini’s ability to achieve continued profitability depends upon many factors, including its
ability to develop and commercialize products. There can be no assurance that MamaMancini’s will be able to achieve growth and
profitability consistent with historical performance.

 

We
will need additional capital, which may be difficult to raise for a variety of reasons.

 

The
Company believes that it has adequate financing to execute its current growth plan, however, in the case that the Company exceeds its
expected growth, we would need to raise additional capital and/or significantly cut expenses and overhead in order to operate the business
through such date. Currently, we have no plan to raise additional capital, and our access to funding is always uncertain. There is no
assurance that additional equity or debt financing will be available to us when needed, on acceptable terms or even at all. In the event
that we are not able to secure financing, we may have to scale back our development plans or operations.

 

The
majority of our business depends on a limited number of principal customers.

 

During
the year ended January 31, 2021, the Company earned revenues from two customers representing approximately 41% and 13% of gross sales.
During the year ended January 31, 2021, these two customers represented approximately 23% and 14% of total gross outstanding receivables,
respectively. During the year ended January 31, 2020, the company earned revenues from three customers representing approximately 46%,
11% and 10% of gross sales. As of January 31, 2020, three customers represented approximately 34%, 16% and 8% of total gross outstanding
receivables, respectively.

 

Competitive
product and pricing pressures in the food industry and the financial condition of customers and suppliers could adversely affect our
ability to gain or maintain market share and/or profitability.

 

We
currently operate in the highly competitive food industry, competing with other companies that have varying abilities to withstand changing
market conditions. Any significant change in our relationship with a major customer, including changes in product prices, sales volume,
or contractual terms may impact financial results. Such changes may result because our competitors may have substantial financial, marketing,
and other resources that may change the competitive environment. If we are unable to establish economies of scale, marketing expertise,
product innovation, and category leadership positions to respond to changing market trends, or if we are unable to increase prices while
maintaining a customer base, our profitability and volume growth could be impacted in a materially adverse way. The success of our business
depends, in part, upon the financial strength and viability of our suppliers and customers. The financial condition of those suppliers
and customers is affected in large part by conditions and events that are beyond our control. A significant deterioration of their financial
condition would adversely affect our financial results.

 

We
face competition from companies who produce similar frozen products and other prepared foods, many of whom have longer operating histories
or who have substantially more financial resources.

 

Many
of our competitors have been in business for a significantly longer period of time than we have and have learned manufacturing techniques
which can aid in efficiently producing their products. Additionally, many of these companies have successfully acquired a loyal customer
base that would be difficult for us to compete with. Such customers may be unwilling to purchase our products due to brand loyalty or
uncertainty in the highly competitive market in which we compete. In addition, if we gain traction in our particular niche of creating
gourmet Italian frozen foods, major food companies with substantial marketing and financial resources may attempt to compete more directly
with us. In the event that such large companies do directly compete with us, our business may be adversely affected.

 

  

Our
operations are subject to regulation by the U.S. Food and Drug Administration (“FDA”), U.S. Department of Agriculture (“USDA”),
Federal Trade Commission (“FTC”) and other governmental entities and such regulations are subject to change from time to
time which could impact how we manage our production and sale of products. Federal budget cuts could result in furloughs for government
employees, including inspectors and reviewers for our supplier’s plants and products which could materially impact our ability
to manufacture regulated products.

 

Our
food products which are manufactured in third-party facilities are subject to extensive regulation by the FDA, the USDA and other national,
state, and local authorities. For example, we are subject to the Food, Drug and Cosmetic Act and regulations promulgated thereunder by
the FDA. This comprehensive regulatory program governs, among other things, the manufacturing, composition and ingredients, packaging,
and safety of food. Under this program, the FDA regulates manufacturing practices for foods through, among other things, its current
“good manufacturing practices” regulations, or GMP’s, and specifies the recipes for certain foods. Specifically, the
USDA defines “all natural” as a product that contains no artificial ingredients, coloring ingredients or chemical preservatives
and is minimally processed. The Company’s products were submitted to the USDA and approved as “all natural”. However,
should the USDA change their definition of “all natural” at some point in the future, or should MamaMancini’s change
their existing recipes to include ingredients that do not meet the USDA’s definition/ of “all natural”, our results
of operations could be adversely affected.

 

The
FTC and other authorities regulate how we market and advertise our products, and we could be the target of claims relating to alleged
false or deceptive advertising under federal and state laws and regulations. Changes in these laws or regulations or the introduction
of new laws or regulations could increase the costs of doing business for us or our customers or suppliers or restrict our actions, causing
our results of operations to be adversely affected.

 

The
need for and effect of product recalls could have a material adverse impact on our business.

 

If
any of our products become misbranded or adulterated, we may need to conduct a product recall. The scope of such a recall could result
in significant costs incurred as a result of the recall, potential destruction of inventory, and lost sales. Should consumption of any
product cause injury and/or illness, we also may be liable for monetary damages as a result of one or more product liability judgments
against us. A significant product recall or product liability case could cause a loss of consumer confidence in our food products and
could have a material adverse effect on the value of our brand, results of operations and prospects.

 

We
may be subject to significant liability if the consumption of any of our products causes illness or physical harm.

 

The
sale of food products for human consumption involves the risk of injury or illness to consumers. Such injuries or illness may result
from inadvertent mislabeling, tampering or product contamination or spoilage. Under certain circumstances, we may be required to recall
or withdraw products, which may have a material adverse effect on our business. Even if a situation does not necessitate a recall or
market withdrawal, product liability claims may be asserted against us. If the consumption of any of our products causes, or is alleged
to have caused, a health-related illness, we may become subject to claims or lawsuits relating to such matters. Even if a product liability
claim is unsuccessful, the negative publicity surrounding any assertion that our products caused illness or physical harm could adversely
affect our reputation with existing and potential distributors, retailers and consumers and our corporate image and brand equity. Moreover,
claims or liabilities of this sort might not be covered by insurance or by any rights of indemnity or contribution that we may have against
others. A product liability judgment against us or a product recall or market withdrawal could have a material adverse effect on our
business, reputation and operating results.

 

 

The
impact of various food safety issues, environmental, legal, tax, and other regulations and related developments could adversely affect
our sales and profitability.

 

Our
products are subject to numerous food safety and other laws and regulations regarding the manufacturing, marketing, and distribution
of food products, particularly the USDA, and state and local agencies. These regulations govern matters such as ingredients, advertising,
taxation, relations with distributors and retailers, health and safety matters, and environmental concerns. The ineffectiveness of our
or our manufacturer’s planning and policies with respect to these matters, and the need to comply with new or revised laws or regulations
with regard to licensing requirements, trade and pricing practices, environmental permitting, or other food or safety matters, or new
interpretations or enforcement of existing laws and regulations, as well as any related litigation, may have a material adverse effect
on our sales and profitability.

 

Increases
in the cost and restrictions on the availability of raw materials could adversely affect our financial results.

 

Our
products include agricultural commodities such as tomatoes, onions, and meats and other items such as spices and flour, as well as packaging
materials such as plastic, metal, paper, fiberboard, and other materials and inputs such as water, in order to manufacture products.
The availability or cost of such commodities may fluctuate widely due to government policy and regulation, crop failures or shortages
due to plant disease or insect and other pest infestation, weather conditions, potential impact of climate change, increased demand for
biofuels, or other unforeseen circumstances. To the extent that any of the foregoing or other unknown factors increase the prices of
such commodities or materials and we are unable to increase our prices or adequately hedge against such changes in a manner that offsets
such changes, the results of its operations could be materially and adversely affected. Similarly, if supplier arrangements and relationships
result in increased and unforeseen expenses, our financial results could be materially and adversely impacted.

 

Disruption
of our supply chain could adversely affect our business.

 

Damage
or disruption to our manufacturing or distribution capabilities due to weather, natural disaster, fire, terrorism, pandemic, strikes,
the financial and/or operational instability of key suppliers, distributors, warehousing and transportation providers, or brokers, or
other reasons could impair our ability to manufacture or sell our products. To the extent that we are unable to, or cannot financially
mitigate the likelihood or potential impact of such events, or to effectively manage such events if they occur, particularly when a product
is sourced from a single location, our business and results of operations may be materially adversely affected, and additional resources
could be required to restore our supply chain.

 

Higher
energy costs and other factors affecting the cost of producing, transporting, and distributing our products could adversely affect our
financial results.

 

Rising
fuel and energy costs may have a significant impact on our cost of operations, including the manufacture, transportation, and distribution
of products. Fuel costs may fluctuate due to a number of factors outside of our control, including government policy and regulation and
weather conditions. Additionally, we may be unable to maintain favorable arrangements with respect to the manufacturing costs of our
products as a result of the rise in costs of procuring raw materials and transportation by our manufacturers. This may result in increased
expenses and negatively affect operations.

 

If
we fail to establish and maintain an effective system of internal control, we may not be able to report our financial results accurately
or to prevent fraud. Any inability to report and file our financial results accurately and timely could harm our reputation and adversely
impact the trading price of our common stock.

 

Effective
internal control is necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial
reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed,
and our business and reputation with investors may be harmed.

 

Because
of our limited resources, there are limited controls over our information processing. There is inadequate segregation of duties consistent
with control objectives. Our management is composed of a small number of individuals resulting in a situation where limitations on segregation
of duties exist. In order to remedy this situation, we would need to hire additional staff. Currently, we are unable to afford to hire
additional staff to facilitate greater segregation of duties but will reassess our capabilities in the following year.

 

 

Management
believes that the material weaknesses set forth above are the result of the lack of scale of our operations and are intrinsic to our
small size. Nonetheless, our small size and our current internal control deficiencies may have a material adverse effect on our ability
to accurately and timely report our financial information which, in turn, may have a material adverse effect on our financial condition.

 

As
a result of our small size and our current internal control deficiencies, our financial condition, results of operation and access to
capital may be materially adversely affected.

 

Global
economic uncertainties continue to affect consumers’ purchasing habits and customer financial stability, which may affect sales
volume and profitability on some of our products and have other impacts that we cannot fully predict.

 

As
a result of continuing global economic uncertainties, price-conscious consumers may replace their purchases of our premium and value-added
products with lower-cost alternatives, which could affect the price and volume of some of these products. The volume or profitability
of our products may be adversely affected if consumers are reluctant to pay a premium for higher quality frozen foods or if they replace
purchases of our products with cheaper alternatives. Additionally, distributors and retailers may become more conservative in response
to these conditions and seek to reduce their inventories. Our results of operations depend upon, among other things, our ability to maintain
and increase sales volume with our existing distributors and retailers, to attract new consumers and to provide products that appeal
to consumers at prices they are willing and able to pay. Prolonged unfavorable economic conditions may have an adverse effect on our
sales and profitability.

 

We
rely on key personnel and, if we are unable to retain or motivate key personnel or hire qualified personnel, we may not be able to grow
effectively.

 

Our
success depends in large part upon the abilities and continued service of our executive officers and other key employees, particularly
Mr. Carl Wolf, our Chief Executive Officer and Chairman, and Mr. Matthew Brown, our President. There can be no assurance that we will
be able to retain the services of such officers and employees. Our failure to retain the services of our key personnel could have a materially
adverse effect on our business. In order to support our projected growth, we will be required to effectively recruit, hire, train and
retain additional qualified management personnel. Our inability to attract and retain necessary personnel could have a materially adverse
effect on our business.

 

The
failure of new product or packaging introductions to gain trade and consumer acceptance and address changes in consumer preferences could
adversely affect our sales.

 

Our
success is dependent upon anticipating and reacting to changes in consumer preferences, including health and wellness. There are inherent
marketplace risks associated with new product or packaging introductions, including uncertainties about trade and consumer acceptance.
Moreover, success is dependent upon our ability to identify and respond to consumer trends through innovation. We may be required to
increase expenditures for new product development and there is no guarantee that we will be successful in developing new products or
improving upon products already in existence. Additionally, our new products may not achieve consumer acceptance and could materially
negatively impact sales.

 

Changes
in our promotional activities may impact, and may have a disproportionate effect on, our overall financial condition and results of operations.

 

We
offer a variety of sales and promotion incentives to our customers and to consumers, such as price discounts, consumer coupons, volume
rebates, cooperative marketing programs, slotting fees and in-store displays. Our net sales may periodically be influenced by the introduction
and discontinuance of sales and promotion incentives. Reductions in overall sales and promotion incentives could impact our net sales
and affect our results of operations in any particular fiscal quarter.

 

 

We
may not be able to successfully implement our growth strategy on a timely basis or at all.

 

Our
future success depends, in large part, on our ability to implement our growth strategy of expanding distribution and improving placement
of our products, attracting new consumers to our brand and introducing new product lines and product extensions. Our ability to implement
this growth strategy depends, among other things, on our ability to:

 

  enter
into distribution and other strategic arrangements with third-party retailers and other potential distributors of our products;
     
  continue
to compete in conventional grocery and mass merchandiser retail channels in addition to the natural and organic channel;
     
  secure
shelf space in key supermarket locations;
     
  increase
our brand awareness;
     
  expand
and maintain brand loyalty; and
     
  develop
new product lines and extensions.

 

We
may not be able to successfully implement our growth strategy. Our sales and operating results will be adversely affected if we fail
to implement our growth strategy or if we invest resources in a growth strategy that ultimately proves unsuccessful.

 

We
are currently selling products in supermarkets in the United States. If we are unable to expand into mass-market retailers or sell products
in a greater number of supermarkets we will fall short of our projections and our business and financial condition would be adversely
affected.

 

As
a smaller supplier, we may not sell in enough bulk in certain stores and as such our products may not be placed in the most ideal locations
to catch the attention of end consumers. If we are unable to gain significant sales growth, our products may never be displayed in the
most attractive locations in stores and our sales may suffer.

 

We
may be unable to successfully execute our identified growth strategies or other growth strategies that we determine to pursue.

 

We
currently have a limited corporate infrastructure. In order to pursue growth strategies, we will need to continue to build our infrastructure
and operational capabilities. Our ability to do any of these successfully could be affected by any one or more of the following factors:

 

  our
ability to raise substantial amounts of additional capital if needed to fund the implementation of our business plan;
     
  our
ability to execute our business strategy;
     
  the
ability of our products to achieve market acceptance;
     
  our
ability to manage the expansion of our operations and any acquisitions we may make, which could result in increased costs, high employee
turnover or damage to customer relationships;
  our
ability to attract and retain qualified personnel;
     
  our
ability to manage our third-party relationships effectively; and
     
  our
ability to accurately predict and respond to the rapid market changes in our industry and the evolving demands of the markets we
serve.

  

 

Our
failure to adequately address any one or more of the above factors could have a significant impact on our ability to implement our business
plan and our ability to pursue other opportunities that arise.

 

We
may be unable to maintain quality control.

 

All
of our manufacturing is outsourced. Although we have entered into supply agreements specifying certain minimum acceptable quality standards,
there is no assurance that our current quality assurance procedures will be able to effectively monitor compliance. Additionally, in
the event that we expand our operations and increase our output volume, including securing additional manufacturers, there is no assurance
that we will be able to adequately maintain quality controls or that our current manufacturing process is scalable.

 

There
may be products liability and other legal claims.

 

We
currently carry products liability insurance policy. Although we believe that the amount of insurance coverage is sufficient for our
operations, there is no assurance that the coverage will be adequate.

 

Our
brand and reputation may suffer from real or perceived issues involving the labeling and marketing of our products as “natural.”

 

Although
the FDA and USDA have each issued statements regarding the appropriate use of the word “natural,” there is no single, U.S.
government-regulated definition of the term “natural” for use in the food industry. The resulting uncertainty has led to
consumer confusion, distrust and legal challenges. Plaintiffs have commenced legal actions against a number of food companies that market
“natural” products, asserting false, misleading and deceptive advertising and labeling claims. Should we become subject to
similar claims, consumers may avoid purchasing products from us or seek alternatives, even if the basis for the claim is unfounded. Adverse
publicity about these matters may discourage consumers from buying our products. The cost of defending against any such claims could
be significant. Any loss of confidence on the part of consumers in the truthfulness of our labeling or ingredient claims would be difficult
and costly to overcome and may significantly reduce our brand value. Uncertainty as to the ingredients used in our products, regardless
of the cause, may have a substantial and adverse effect on our brand and our business, results of operations and financial condition.

 

Virtually
all of our finished goods inventory is located in a single warehouse facility. Any damage or disruption at this facility would have an
adverse effect on our business, results of operations and financial condition.

 

Virtually
all of our finished goods inventory is located in one warehouse facility. A natural disaster, fire, power interruption, work stoppage
or other unanticipated catastrophic event at this facility would significantly disrupt our ability to deliver our products and operate
our business. If any material amount of our inventory were damaged, we would be unable to meet our contractual obligations and, as a
result, our business, results of operations and financial condition would suffer.

 

We
may be unable to defend our intellectual property.

 

Our
business could be adversely affected if we are unable to adequately protect our intellectual property. Our current intellectual property
consists of trade secret recipes and cooking processes for our products and trademarks. We rely on a combination of trademark, copyright
and trade secret laws to establish and protect our proprietary rights. We will also use technical measures to protect our proprietary
rights. We may, however, not be able to secure significant protection for service marks or trademarks that we obtain. Our inability to
protect our intellectual property from others may impede our brand identity and could lead to consumer confusion.

 

Our
intellectual property rights are valuable, and any inability to protect them could reduce the value of our services and brand.

 

Our
business is largely based upon our recipes which are trade secrets and are not patentable. We may be unable to keep other companies from
copying our recipes, or we may be subject to legal actions alleging intellectual property infringement, unfair competition or similar
claims against us. Companies may have intellectual property rights covering aspects of our technologies or businesses. Defending ourselves
against intellectual property infringement or similar claims would be expensive and would divert management’s attention. Additionally,
there is no assurance that we would be successful in defending ourselves against such claims.

 

We
could be substantially affected by the Coronavirus (COVID-19) pandemic

 

In
December 2019, an outbreak of a novel strain of coronavirus (COVID-19) originated in Wuhan, China, and has since spread to a number of
other countries, including the United States. On March 11, 2020, the World Health Organization characterized COVID-19 as a pandemic.
In addition, as of the time of the filing of this Annual Report on Form 10-K, several states in the United States have declared states
of emergency, and several countries around the world, including the United States, have taken steps to restrict travel. While all of
our operations are located in the United States, we participate in a national supply chain, and the existence of a worldwide pandemic,
the fear associated with COVID-19, or any, pandemic, and the reactions of governments around the world in response to COVID-19, or any,
pandemic, to regulate the flow of labor and products and impede the travel of personnel, may impact our ability to conduct normal business
operations, which could adversely affect our results of operations and liquidity. Disruptions to our supply chain and business operations,
or to our suppliers’ or customers’ supply chains and business operations, could include disruptions from the closure of supplier
and manufacturer facilities, interruptions in the supply of raw materials and components, personnel absences, or restrictions on the
shipment of our or our suppliers’ or customers’ products, any of which could have adverse ripple effects on our manufacturing
output and delivery schedule. If we need to close any of our facilities or a critical number of our employees become too ill to work,
our production ability could be materially adversely affected in a rapid manner. Similarly, if our customers experience adverse business
consequences due to COVID-19, or any other, pandemic, demand for our products could also be materially adversely affected in a rapid
manner. Global health concerns, such as COVID-19, could also result in social, economic, and labor instability in the countries and localities
in which we or our suppliers and customers operate. Any of these uncertainties could have a material adverse effect on our business,
financial condition or results of operations.

 

 

RISKS
RELATED TO OUR SECURITIES

 

We
currently have a limited trading volume, which results in higher price volatility for, and reduced liquidity of, our common stock.

 

Our
shares of common stock have been listed for trading on the OTCQB since 2013. However, historically there has been limited daily volume
of trading in our common stock on the OTCQB, which has limited the overall and perceived liquidity of our common stock on that market.

 

A
more active trading market for our shares may never develop or be sustained. Active trading markets generally result in lower price volatility
and more efficient execution of buy and sell orders. The absence of an active trading market increases price volatility and reduces the
liquidity of our common stock. As long as this condition continues, the sale of a significant number of shares of common stock at any
particular time could be difficult to achieve at the market prices prevailing immediately before such shares are offered and, if an active
market for our common stock does not develop, it may be difficult to sell shares without depressing the market price for the shares,
or at all. In addition, in the event that an active trading market does not develop, the price of our common stock may not be a reliable
indicator of the fair value of our common stock.

 

Furthermore,
if our common stock ceases to be listed on the OTCQB, holders would find it more difficult to dispose of, or to obtain accurate quotations
as to the market value of, our common stock, and the market value of our common stock would likely decline.

 

You
may experience dilution of your ownership interest because of the future issuance of additional shares of our common stock and our preferred
stock.

 

In
the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests
of our present stockholders. We are currently authorized to issue an aggregate of 270,000,000 shares of capital stock consisting of 20,000,000
shares of preferred stock, par value $0.00001 per share and 250,000,000 shares of common stock, par value $0.00001 per share.

 

We
may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in
connection with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising
purposes, or for other business purposes. The future issuance of any such additional shares of our common stock or other securities may
create downward pressure on the trading price of our common stock. There can be no assurance that we will not be required to issue additional
shares, warrants or other convertible securities in the future in conjunction with hiring or retaining employees or consultants, future
acquisitions, future sales of our securities for capital raising purposes or for other business purposes, including at a price (or exercise
prices) below the price at which shares of our common stock are trading.

 

Our
common stock is considered a penny stock, which may be subject to restrictions on marketability, so you may not be able to sell your
shares.

 

We
are currently listed on the OTCQB under the symbol “MMMB” and are subject to the penny stock rules adopted by the SEC that
require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure requirements
may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our shareholders
to sell their securities.

  

 

Penny
stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities
exchanges or quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise
exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks
in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value
of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny
stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements
may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to
the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting
transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict
the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

 

The
concentration of our capital stock ownership with insiders could limit your ability to influence the outcome of key transactions, including
a change of control.

 

Our
directors, executive officers and each of our stockholders who own greater than 5% of our outstanding common stock, in the aggregate,
beneficially own approximately 50% of the outstanding shares of our common stock, based on the number of shares outstanding as
of April 12, 2021. These stockholders are able to influence or control matters requiring approval by our stockholders,
including the election of directors and the approval of mergers, acquisitions or other extraordinary transactions. They may have
interests that differ from yours and may vote in a manner that is adverse to your interests. This concentration of ownership may
have the effect of deterring, delaying or preventing a change of control of our company, could deprive our stockholders of an
opportunity to receive a premium for their common stock as part of a sale of our company and might ultimately affect the market
price of our common stock.

 

If
and when a larger trading market for our common stock develops, the market price of our common stock is still likely to be highly volatile
and subject to wide fluctuations, and you may be unable to resell your shares at or above the price at which you acquired them.

 

The
market price of our common stock is likely to be highly volatile and could be subject to wide fluctuations in response to a number of
factors that are beyond our control, including, but not limited to:

 

  variations
in our revenue and operating expenses;
     
  market
conditions in our industry and the economy as a whole;
     
  actual
or expected changes in our growth rates or our competitors’ growth rates;
     
  announcements
of innovations or new products or services by us or our competitors;
     
  announcements
by the government relating to regulations that govern our industry;
     
  sales
of our common stock or other securities by us or in the open market; and
     
  changes
in the market valuations of other comparable companies.

 

In
addition, if the market for food industry stocks or the stock market in general experiences loss of investor confidence, the trading
price of our common stock could decline for reasons unrelated to our business, financial condition or operating results. The trading
price of our shares might also decline in reaction to events that affect other companies in our industry, even if these events do not
directly affect us. Each of these factors, among others, could harm the value of your investment in our common stock. In the past, following
periods of volatility in the market, securities class-action litigation has often been instituted against companies. Such litigation,
if instituted against us, could result in substantial costs and diversion of management’s attention and resources, which could
materially and adversely affect our business, operating results and financial condition.

 

 

We
do not expect to pay dividends.

 

We
have never declared or paid any cash dividends or distributions on our common stock. We currently intend to retain our future earnings,
if any, to support operations and to finance expansion and therefore we do not anticipate paying any cash dividends on our common stock
in the foreseeable future.

 

The
declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon,
among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other
factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and, if dividends are
paid, there is no assurance with respect to the amount of any such dividend. If the Company does not pay dividends, the Company’s
common stock may be less valuable because a return on an investor’s investment will only occur if the Company’s stock price
appreciates.

 

If
securities or industry analysts do not publish research or reports about us, our business or our market, or if they change their recommendations
regarding our stock adversely, our stock price and trading volume could decline.

 

The
trading market for our common stock will be influenced by the research and reports that industry or securities analysts may publish about
us, our business, our market or our competitors. If any of the analysts who may cover us change their recommendation regarding our stock
adversely, or provide more favorable relative recommendations about our competitors, our stock price would likely decline. If any analyst
who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial
markets, which in turn could cause our stock price or trading volume to decline.

 

USE
OF PROCEEDS

 

This
prospectus relates to the resale of our common stock that may be offered and sold from time to time by the selling stockholders. We will
not receive any proceeds from the sale of shares of common stock in this offering.

 

DETERMINATION
OF OFFERING PRICE

 

All
shares of our common stock being offered will be sold by the selling stockholders without our involvement. It is our expectation that
the selling shareholders will sell their shares at the market prices prevailing from time-to-time.

 

DILUTION

 

The
common stock to be sold by the selling shareholders is common stock that is currently issued or will be issued to our shareholders upon
exercise of certain Warrants issued by the Company. Accordingly, there will be no dilution to our existing shareholders from these sales,
other than from the exercise of the Warrants.

 

SELLING
STOCKHOLDERS

 

The
following table sets forth the number of shares of Company common stock owned and issuable on the exercise of warrants beneficially owned,
as of the date of this prospectus, by the selling stockholders prior to the offering contemplated by this prospectus, the number of shares
which are issuable on the exercise of warrants beneficially owned by each selling stockholder which is being offered by this prospectus
and the number of shares which are issuable on the exercise of warrants beneficially owned which each selling stockholder would own beneficially
if all such offered shares are sold. None of the selling stockholders is known to us to be a registered broker-dealer or an affiliate
of a registered broker-dealer. Each of the selling stockholders has acquired his, her or its shares solely for investment and not with
a view to or for resale or distribution of such securities. Beneficial ownership is determined in accordance with SEC rules and includes
voting or investment power with respect to the securities.

 

 

    Shares
of Common Stock
    Shares
of Common Stock
    Shares
of Common Stock
    Percentage
of Common
 
    Owned
Prior to
    to
be
    Owned
After
    Stock
Owned After
 
Name
(1)
  the
Offering
    Sold
(2)
    the
Offering
    This
Offering
 
                         
Spartan
Capital Securities LLC
    80,000       80,000       0       0.00 %
Carl
and Marion Wolf
    592,592       592,592       0       0.00 %
Carl
Wolf
    148,148       148,148       0       0.00 %
Matt
Brown & Karen Wolf
    74,074       74,074       0       0.00 %
Mary
& Dean Janeway
    74,074       74,074       0       0.00 %
Alfred
D’Agostino Revocable Living Trust 11/6/09
    74,074       74,074       0       0.00 %
PointProspect,
Inc.
    74,074       74,074       0       0.00 %
Daniel
& Maureen Altobello
    74,074       74,074       0       0.00 %
David
and Susan Russell
    148,148       148,148       0       0.00 %
Martin
Gross
    222,222       222,222       0       0.00 %
Thomas
Walther
    125,926       125,926       0       0.00 %
James
Reynolds
    148,148       148,148       0       0.00 %
Mark
Whitmore
    37,037       37,037       0       0.00 %
Larry
Sorenson
    296,296       296,296       0       0.00 %
John
Toohey     
    148,148       148,148       0       0.00 %
Marian
Elbert
    74,074                       74,074       0       0.00 %
Javier
Castillo      
    74,074       74,074       0       0.00 %
Kevork
Niksarli
    370,370       370,370       0       0.00 %
Joel
Cohen
    370,370       370,370       0       0.00 %
Steve
Voeller
    74,074       74,074       0       0.00 %
Byron
Fischer
    74,074       74,074       0       0.00 %
William
Hayman
    14,815       14,815       0       0.00 %
Mark
Brandow
    14,925       14,925       0       0.00 %
Hybrid
Media Services LLC
    162,963       162,963       0       0.00 %
Thomas
Hogue
    16,667       16,667       0       0.00 %
Kenneth
Chartier
    8,333       8,333       0       0.00 %
Richard
Fischer
    16,667       16,667       0       0.00 %
Phil
Yahnke
    16,667       16,667       0       0.00 %
Randy
Larson
    8,333       8,333       0       0.00 %
Jerome
Kohlhaas
    16,667       16,667       0       0.00 %
David
Sutton
    16,667       16,667       0       0.00 %
Rodney
Gertson
    10,000       10,000       0       0.00 %
Roger
Arrington
    16,667       16,667       0       0.00 %
Tom
Strother
    10,000       10,000       0       0.00 %
David
A Rolfson
    16,667       16,667       0       0.00 %
Thomas
and Kathryn Frederick
    33,333       33,333       0       0.00 %
Tom
Strother (IRA)
    3,667       3,667       0       0.00 %
Alan
Washburn
    28,333       28,333       0       0.00 %
Allen
Gerber
    16,667       16,667       0       0.00 %
Bruce
Alder
    8,333       8,333       0       0.00 %
George
Woodruff
    16,667       16,667       0       0.00 %
Jonathan
Talbot
    8,333       8,333       0       0.00 %
Ronald
Torkas
    16,667       16,667       0       0.00 %
Bama,
Inc.
    15,667       15,667       0       0.00 %
Barry
Jungwirth (IRA)
    13,000       13,000       0       0.00 %
Charles
and Cindy Mercer Living Trust
    16,667       16,667       0       0.00 %
David
VanDyke
    16,667       16,667       0       0.00 %
Joel
and Carol Weiner
    16,667       16,667       0       0.00 %
Santiago
Ramos
    16,667       16,667       0       0.00 %
Susan
and Samuel Casey
    8,333       8,333       0       0.00 %
Glen
Hursh
    8,333       8,333       0       0.00 %
Randal
George
    8,333       8,333       0       0.00 %
William
Harding
    16,667       16,667       0       0.00 %
Bryan
Coester
    8,333       8,333       0       0.00 %
Michael
Lennon
    8,333       8,333       0       0.00 %
Gilcy
Partnership c/o Aaron Cohen
    18,500       18,500       0       0.00 %
Curtis
and Jennifer Sorenson
    25,000       25,000       0       0.00 %
Richard
and Elizabeth Harding Revocable Trust
    16,667       16,667       0       0.00 %
William
Nehmer, Great Dane of Utah SEP IRA
    41,667       41,667       0       0.00 %
Santiago
Ramos
    16,667       16,667       0       0.00 %
Robert
Scully – IRA
    16,667       16,667       0       0.00 %
Larry
Signalness
    16,667       16,667       0       0.00 %
Darrel
Schmidt
    16,667       16,667       0       0.00 %
Tony
Smith
    5,000       5,000       0       0.00 %
Troy
Hornbeck
    8,333       8,333       0       0.00 %
Steven
Carothers
    16,667       16,667       0       0.00 %
Peter
Bennett
    8,333       8,333       0       0.00 %

 

 

Pete
and Marion Soverel
    7,000       7,000       0       0.00 %
William
Bowman
    16,667       16,667       0       0.00 %
Lara
Paul
    8,333       8,333       0       0.00 %
Mark
S. Devan – IRA
    16,667       16,667       0       0.00 %
David
A Rolfson
    16,667       16,667       0       0.00 %
Kerry
Walsh
    8,333       8,333       0       0.00 %
Mark
Whitmore
    16,667       16,667       0       0.00 %
Ronald
P Devito
    8,333       8,333       0       0.00 %
Steven
Fox
    8,333       8,333       0       0.00 %
Todd
Clarke
    16,667       16,667       0       0.00 %
Joe
Minga
    10,000       10,000       0       0.00 %

 

Curtis
Sorenson and Jennifer Sorenson
    16,667       16,667       0       0.00 %
Stephen
Johnson
    16,667       16,667       0       0.00 %
Bruce
Alder
    8,333       8,333       0       0.00 %
MSG
Family Ltd Partnership C/O Mark Goldstein
    16,667       16,667       0       0.00 %
Larry
Sorenson
    66,667       66,667       0       0.00 %
Dale
Schaffer
    7,500       7,500       0       0.00 %
Mukesh
Patel
    8,333       8,333       0       0.00 %
Greg
Behar
    16,667       16,667       0       0.00 %
George
Martin
    8,333       8,333       0       0.00 %
Kevin
Loveland
    33,333       33,333       0       0.00 %
Terry
Coffing
    16,667       16,667       0       0.00 %
Peter
Bennett
    8,333       8,333       0       0.00 %
Sheldon
Arnaud- IRA
    8,333       8,333       0       0.00 %
Timothy
and Joy Sieger
    16,667       16,667       0       0.00 %
Philip
Johnson
    8,333       8,333       0       0.00 %
Douglas
Merrihew – IRA
    16,667       16,667       0       0.00 %
Kevin
Loveland
    133,333       133,333       0       0.00 %
Dennis
and Allison O’Hara
    8,333       8,333       0       0.00 %
Thomas
Walther -IRA
    16,667       16,667       0       0.00 %
Alexander
Jones
    10,000       10,000       0       0.00 %
RJG
Enterprises, LLC. c/o Richard Glover and Stephanie Glover
    8,333       8,333       0       0.00 %
Kal
Larson
    8,333       8,333       0       0.00 %
Thomas
and Margaret Walther
    16,667       16,667       0       0.00 %
Gary
Malloy
    25,000       25,000       0       0.00 %
Perry
Harris
    17,000       17,000       0       0.00 %
Willian
Reents (IRA)
    8,333       8,333       0       0.00 %
Roger
Horn
    16,667       16,667       0       0.00 %
Steven
and Barbara Gross
    16,667       16,667       0       0.00 %
Mark
and Lisa Singer
    8,333       8,333       0       0.00 %
Roger
Clark
    5,000       5,000       0       0.00 %
Mark
J Boback
    8,333       8,333       0       0.00 %
Robert
Dunn
    8,333       8,333       0       0.00 %
Steven
Overgaard
    50,000       50,000       0       0.00 %
Paul
and Brenda Bader
    16,667       16,667       0       0.00 %
Alan
Pinter
    8,333       8,333       0       0.00 %
Joseph
Riedel
    5,000       5,000       0       0.00 %
William
Bowman – IRA
    3,500       3,500       0       0.00 %
Christopher
Goodrem
    78,333       78,333       0       0.00 %
John
Burmeister
    15,000       15,000       0       0.00 %
Alexander
and Jill Fries
    16,667       16,667       0       0.00 %
OAMI
Inc.
    4,167       4,167       0       0.00 %
Gary
Douglas Enterprises LLC
    83,333       83,333       0       0.00 %
William
Goss
    16,667       16,667       0       0.00 %
Douglas
Matsumori
    6,667       6,667       0       0.00 %
Ron
Torkas
    50,000       50,000       0       0.00 %
Alberto
and Aimee Sherer
    8,333       8,333       0       0.00 %
William
Bowman
    33,333       33,333       0       0.00 %
Larry
Sorenson
    16,667       16,667       0       0.00 %
Bryan
Coester
    8,333       8,333       0       0.00 %
Douglas
Matsumori
    10,000       10,000       0       0.00 %
Larry
Signalness
    25,000       25,000       0       0.00 %
Gilcy
Partners LTD LP
    66,667       66,667       0       0.00 %
Allen
Gerber
    8,333       8,333       0       0.00 %
Michael
and Aimee Sherer
    25,000       25,000       0       0.00 %
Randall
George
    8,333       8,333       0       0.00 %
Mark
Freeman
    45,000       45,000       0       0.00 %
William
Lapp
    35,000       35,000       0       0.00 %
Roger
Weissenberg
    16,667       16,667       0       0.00 %

 

 

BDirect,
Inc.
    33,333       33,333       0       0.00 %
James
Resnick
    10,000       10,000       0       0.00 %
Michael
Pulwer
    10,000       10,000       0       0.00 %

 

Martin
J. Gross
    83,333       83,333       0       0.00 %
John
I. Keay & Suzanne G. Keay
    8,333       8,333       0       0.00 %
Gideon
King
    60,000       60,000       0       0.00 %
Dean
Janeway
    33,333       33,333       0       0.00 %
Alfred
D’Aggostino Revocable Trust
    33,333       33,333       0       0.00 %
Carl
& Marion Wolf
    33,334       33,334       0       0.00 %
Matt
Brown & Karen Wolf
    33,334       33,334       0       0.00 %
Point
Prospect, Inc. c/o Steve Burns
    33,333       33,333       0       0.00 %
Thomas
and Andrea Toto
    33,333       33,333       0       0.00 %
Daniel
Joseph Altobello
    8,334       8,334       0       0.00 %
Curtis
& Jennifer Sorenson
    16,667       16,667       0       0.00 %
Daniel
Perry
    5,000       5,000       0       0.00 %
Larry
& Lois Signalness
    16,667       16,667       0       0.00 %
Larry
Sorenson
    16,667       16,667       0       0.00 %
Daniel
Perry
    3,333       3,333       0       0.00 %
Douglas
Matsumori
    8,333       8,333       0       0.00 %
                                 
Total     6,056,777       6,056,777       0       0.00 %

 

(1) All
shares were issued or are issuable pursuant to the exercise of currently outstanding warrants to purchase Common stock. All
such Warrants are owned of record and beneficially unless otherwise indicated. Beneficial ownership information for the selling
stockholders is provided as of April 12, 2021 and based upon information provided by the selling stockholders
or otherwise known to us.
 
(2) Assumes
the sale of all shares of common stock registered pursuant to this prospectus. The selling stockholders are under no obligation known
to us to sell any shares of common stock at this time.

 

PLAN
OF DISTRIBUTION

 

Each
Selling Stockholder (the “Selling Stockholders”) of the securities and any of their pledgees, assignees and successors-in-interest
may, from time to time, sell any or all of their securities covered hereby on the principal Trading Market or any other stock exchange,
market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices.
A Selling Stockholder may use any one or more of the following methods when selling securities:

 

  ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers;
  block
trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block
as principal to facilitate the transaction;
  purchases
by a broker-dealer as principal and resale by the broker-dealer for its account;
  an
exchange distribution in accordance with the rules of the applicable exchange;
  privately
negotiated transactions;
  settlement
of short sales;
  in
transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated
price per security;
  through
the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
  a
combination of any such methods of sale; or
  any
other method permitted pursuant to applicable law.

 

The
Selling Stockholders may also sell securities under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”),
if available, rather than under this prospectus.

 

Broker-dealers
engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in
excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or
markdown in compliance with FINRA IM-2440.

 

 

In
connection with the sale of the securities or interests therein, and in compliance with applicable laws and regulations, the Selling
Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short
sales of the securities in the course of hedging the positions they assume. The Selling Stockholders may also sell securities short and
deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell
these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions
or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities
offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus
(as supplemented or amended to reflect such transaction).

 

The
Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the securities.

 

The
Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company
has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under
the Securities Act.

 

Because
Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to
the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this
prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus.
The Selling Stockholders have advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale
of the resale securities by the Selling Stockholders.

 

We
agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders
without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for
the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar
effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule
of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable
state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered
or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is
complied with.

 

Under
applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously
engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M,
prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of securities
of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling
Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the
sale (including by compliance with Rule 172 under the Securities Act).

  

 

DESCRIPTION
OF SECURITIES TO BE REGISTERED

 

Our
authorized capital stock consists of 250,000,000 shares of common stock, par value $0.00001 per share, and 20,000,000 shares of
preferred stock, par value $0.00001 per share, the rights and preferences of which may be established from time to time by our
board. As of April 12, 2021, there were 35,608,474 shares of Common Stock and no shares of Preferred Stock issued
and outstanding.

 

Common
Stock

 

Holders
of our common stock are entitled to one vote for each share on all matters voted upon by our stockholders, including the election of
directors, and do not have cumulative voting rights. Subject to the rights of holders of any then outstanding shares of our preferred
stock, our common stockholders are entitled to any dividends that may be declared by our board. Holders of our common stock are entitled
to share ratably in our net assets upon our dissolution or liquidation after payment or provision for all liabilities and any preferential
liquidation rights of our preferred stock then outstanding. Holders of our common stock have no preemptive rights to purchase shares
of our stock. The shares of our common stock are not subject to any redemption provisions and are not convertible into any other shares
of our capital stock. All outstanding shares of our common stock are, and the shares of common stock to be issued in the offering will
be, upon payment therefor, fully paid and non-assessable. The rights, preferences and privileges of holders of our common stock will
be subject to those of the holders of any shares of our preferred stock we may issue in the future.

 

Preferred
Stock

 

Our
board may, from time to time, authorize the issuance of one or more classes or series of preferred stock without stockholder approval.
Subject to the provisions of our certificate of incorporation and limitations prescribed by law, our board is authorized to adopt resolutions
to issue shares, establish the number of shares, change the number of shares constituting any series, and provide or change the voting
powers, designations, preferences and relative rights, qualifications, limitations or restrictions on shares of our preferred stock,
including dividend rights, terms of redemption, conversion rights and liquidation preferences, in each case without any action or vote
by our stockholders. One of the effects of undesignated preferred stock may be to enable our board to discourage an attempt to obtain
control of our company by means of a tender offer, proxy contest, merger or otherwise. The issuance of preferred stock may adversely
affect the rights of our common stockholders by, among other things:

 

Restricting
dividends on the common stock;
diluting
the voting power of the common stock;
impairing
the liquidation rights of the common stock; or
delaying
or preventing a change in control without further action by the stockholders.

 

Series
A Convertible Preferred Stock

 

All
of the shares of the Company’s previously issued Series A Convertible Preferred Stock were automatically converted as of July 27,
2018 and none remain outstanding.

 

 

MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 

Market
Information

 

Our
shares of common stock are currently quoted on the OTCQB under the symbol “MMMB” The following table sets forth (i) the intra-day
high and low sales price per share for our common stock, as reported on the OTCQB, for the fiscal years ended January 31, 2021, January
31, 2020 and January 31, 2019. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not
represent actual transactions.

 

Fiscal
Year Ended January 31, 2021
  High     Low  
First
Quarter
  $ 1.74     $ 0.77  
Second
Quarter
  $

1.95

    $ 1.53  
Third
Quarter
  $ 2.43     $ 1.57  
Fourth
Quarter
  $ 2.20     $ 1.77  

 

Fiscal
Year Ended January 31, 2020
  High     Low  
First
Quarter
  $ 0.84     $ 0.64  
Second
Quarter
  $ 0.69     $ 0.43  
Third
Quarter
  $ 0.82     $ 0.38  
Fourth
Quarter
  $ 1.50     $ 0.57  

 

Fiscal
Year Ended January 31, 2019
  High     Low  
First
Quarter
  $ 1.47     $ 1.10  
Second
Quarter
  $ 1.14     $ 0.86  
Third
Quarter
  $ 0.93     $ 0.65  
Fourth
Quarter
  $ 0.93     $ 0.60  

 

Holders

 

As
of April 12, 2021, there were approximately 103 record holders of our common stock and there were 35,608,474
shares of our common stock issued and outstanding. Please see SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
for information related to the holdings of certain beneficial owners and management of the Company.

 

Transfer
Agent and Registrar

 

Our
transfer agent is Equity Stock Transfer, Inc., 237 W. 37th Street, Suite 602, New York, NY 10018, tel. (212) 575-5757.

 

Dividend
Policy

 

We
have never paid any cash dividends on our Common Stock and do not anticipate paying any cash dividends on our Common Stock in the foreseeable
future. We intend to retain future earnings to fund ongoing operations and future capital requirements of our business. Any future determination
to pay cash dividends will be at the discretion of the Board of Directors and will be dependent upon our financial condition, results
of operations, capital requirements and such other factors as the Board of Directors deems relevant.

 

The
Securities Enforcement and Penny Stock Reform Act of 1990

 

The
Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny
stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national
securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions
in such securities is provided by the exchange or system).

 

A
purchaser is purchasing penny stock which limits the ability to sell the stock. The shares offered by this prospectus constitute penny
stock under the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny
stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser
to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be
subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.

 

 

The
penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver
a standardized risk disclosure document prepared by the Commission, which:

 

contains
a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
   
contains
a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer
with respect to a violation to such duties or other requirements of the Securities Act of 1934, as amended;
   
contains
a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks
and the significance of the spread between the bid and ask price;
   
contains
a toll-free telephone number for inquiries on disciplinary actions;
   
defines
significant terms in the disclosure document or in the conduct of trading penny stocks; and
   
contains
such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission
shall require by rule or regulation;

 

The
broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:

 

the
bid and offer quotations for the penny stock;
   
the
compensation of the broker-dealer and its salesperson in the transaction;
   
the
number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the
market for such stock; and
   
monthly
account statements showing the market value of each penny stock held in the customer’s account.

 

In
addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer
must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s
written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and
a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have
difficulty selling their securities.

 

Equity
Compensation Plan Information

 

Stock
Option Plan

 

The
Company adopted the MamaMancini’s Holdings, Inc 2013 Incentive Stock and Award Plan (the “Plan”) as of January 1, 2013.
The Plan provides for both incentive stock options and nonqualified stock options to be granted to employees, officers, consultants,
independent contractors, directors and affiliates of the Company. The board of directors establishes the terms and conditions of all
stock option grants, subject to the Plan and applicable provisions of the Internal Revenue Code. Incentive stock options must be granted
at an exercise price not less than the fair market value of the common stock on the grant date. The options granted to participants owning
more than 10% of the Company’s outstanding voting stock must be granted at an exercise price not less than 110% of the fair market
value of the common stock on the grant date. The options expire on the date determined by the board of directors, but may not extend
mare than 10 years from the grant date, while incentive stock options granted to participants owning more than 10% of the Company’s
outstanding voting stock expire five years from the grant date. The vesting period for employees is generally over three years. The vesting
Period for non-employees is determined based on the services being provided. The maximum number of shares of stock which may be delivered
under the plan shall automatically increase by a number sufficient to cause the number of shares covered by the plan to equal 10% of
the total number of shares of stock then outstanding on a fully diluted basis.

 

 

Under
ASC Topic 718, the Company estimates the fair value of option awards on the date of grant using an option pricing model. The grant
date fair value is recognized over the option vesting period, the period during which an employee is required to provide service
in exchange for the award. No compensation cost is recognized for equity instruments for which employees do not render the requisite
service. Under these standards, compensation cost for employee cost for employee stock-based awards is based on the estimated
grant-date fair value and recognized over the vesting period of the applicable award on a straight-line basis.

 

Reports

 

We
are subject to certain reporting requirements and will furnish annual financial reports to our stockholders, certified by our independent
accountants, and will furnish unaudited quarterly financial reports in our quarterly reports filed electronically with the SEC. All reports
and information filed by us can be found at the SEC website, www.sec.gov.

 

INTEREST
OF NAMED EXPERT AND COUNSEL

 

Counsel

 

The
Law Offices of Robert L. B. Diener, 41 Ulua Place, Haiku, HI 96708 was retained for the purpose of preparing this registration statement
on Form S-1, rendering the legal opinion attached as an exhibit relative to the validity of the common stock to be issued pursuant to
this Registration Statement and for an opinion letter to the auditor which was required to complete the audit enclosed herein. As payment
for said service, the Law Office of Robert L. B. Diener estimates that the total fees payable to his firm will be $5,000. The Law Offices
of Robert L. B. Diener is not receiving any contingent interest, fee or shares in the Company. The Law Office of Robert L. B. Diener
is presently on a monthly retainer arrangement with the Company.

 

Independent
Registered Accounting Firm

 

The
financial statements of MamaMancini’s Holdings, Inc., as provided herein, have been audited by an independent registered public
accounting firm. The audit firm that has provided the audited financials is Rosenberg Rich Baker Berman, P.A., Somerset, New Jersey.
Rosenberg Rich Baker Berman, P.A. is not receiving any contingent interest, fee or shares in the Company.

 

INFORMATION
WITH RESPECT TO THE REGISTRANT

 

Our
History

 

MamaMancini’s
Holdings, Inc. (formerly Mascot Properties, Inc.) was incorporated in the State of Nevada on July 22, 2009. Mascot Properties, Inc.’s
(“Mascot”) activities since its inception consisted of trying to locate real estate properties to manage, primarily related
to student housing, and services which included general property management, maintenance and activities coordination for residents. Mascot
did not have any significant development of such business and did not derive any revenue. Due to the lack of results in its attempt to
implement its original business plan, management determined it was in the best interests of the shareholders to look for other potential
business opportunities.

 

On
February 22, 2010, MamaMancini’s LLC was formed as a limited liability company under the laws of the state of New Jersey in order
to commercialize our initial products. On March 5, 2012, the members of MamaMancini’s, LLC, holders of 4,700 units (the “Units”)
of MamaMancini’s LLC, exchanged the Units for 15,000,000 shares of common stock and those certain options to purchase an additional
223,404 shares of MamaMancini’s Inc. (the “Exchange”). Upon consummation of the Exchange, MamaMancini’s LLC ceased
to exist and all further business has been and continues to be conducted by MamaMancini’s Inc.

 

On
January 24, 2013, Mascot, Mascot Properties Acquisition Corp, a Delaware corporation and wholly-owned subsidiary of the Company (“Merger
Sub”), MamaMancini’s Inc., a privately-held Delaware Corporation headquartered in New Jersey (“Mama’s”)
and David Dreslin, an individual (the “Majority Shareholder”), entered into an Acquisition Agreement and Plan of Merger (the
“Agreement”) pursuant to which the Merger Sub was merged with and into Mama’s, with Mama’s surviving as a wholly-owned
subsidiary of the Company (the “Merger”). The transaction (the “Closing”) took place on January 24, 2013 (the
“Closing Date”). Mascot acquired, through a reverse triangular merger, all of the outstanding capital stock of Mama’s
in exchange for issuing Mama’s shareholders (the “Mama’s Shareholders”), pro-rata, a total of 20,054,000 shares
of the Company’s common stock. As a result of the Merger, the Mama’s Shareholders became the majority shareholders of Mascot.

Immediately
following the Closing of the Agreement, Mascot changed its business plan to that of Mama’s. On March 8, 2013, Mascot received notice
from the Financial Industry Regulatory Authority (“FINRA”) that its application to change its name and symbol had been approved
and effective Monday, March 11, 2013, Mascot began trading under its new name, “MamaMancini’s Holdings, Inc.” (“MamaMancini’s”
or the “Company”) and under its new symbol, “MMMB”.

 

On
November 1, 2017, MamaMancini’s, Joseph Epstein Food Enterprises, Inc., a New Jersey corporation (“JEFE”), and MMMB
Acquisition, Inc., a Nevada corporation and wholly owned subsidiary of MamaMancini’s (“Merger Sub”), completed a merger
transaction whereby JEFE merged with and into Merger Sub, with Merger Sub continuing as the surviving entity and a wholly owned subsidiary
of MamaMancini’s. Under the terms of the Merger Agreement and in connection with the merger, the Company acquired all assets of
JEFE. The consideration for the transaction was (a) the extinguishment of the Inter-Company Loan between the parties, (b) the assumption
by the Company of all JEFE accounts payable and accrued expenses (c) assumption by the Company of certain third-party loans to JEFE totaling
approximately $782,000 and (d) indemnification of Carl Wolf with respect to his collateralization of a bank loan to JEFE in the amount
of approximately $250,000. As a result of the transaction, (i) the Company became the sole shareholder of JEFE, which became a wholly-owned
subsidiary of the Company. No cash or stock was exchanged in connection with the transaction.

 

 

Our
Company

 

MamaMancini’s
roots go back to our founder Dan Dougherty, whose grandmother Anna “Mama” Mancini emigrated from Bari, Italy to Bay Ridge,
Brooklyn in 1921. Our products were developed using her old-world Italian recipes that were handed down to her grandson, Dan Dougherty.
Today we market a line of all-natural specialty prepared, frozen and refrigerated foods for sale in retailers around the country. Our
primary products include beef and turkey meatballs, meat loaf, chicken, sausage-related products and pasta entrees, all with slow cooked
Italian Sauce.

 

Our
products are all natural, contain a minimum number of ingredients and are generally derived from the original recipes of Anna “Mama”
Mancini. Our products appeal to health-conscious consumers who seek to avoid artificial flavors, synthetic colors and preservatives that
are used in many conventional packaged foods.

 

The
United States Department of Agriculture (the “USDA”) defines all natural as a product that contains no artificial ingredients,
coloring ingredients or chemical preservatives and is minimally processed. The Company’s products were submitted to the USDA and
approved as all natural. The Food and Safety and Inspection Service (“FSIS”) Food Standards and Labeling Policy Book (2003)
requires meat and poultry labels to include a brief statement directly beneath or beside the “natural” Label claim that “explains
what is meant by the term natural i.e., that the product is a natural food because it contains no artificial ingredients and is only
minimally processed”. The term “natural” may be used on a meat label or poultry label if the product does not contain
any artificial flavor or flavoring, coloring ingredient, chemical preservative, or any other artificial or synthetic ingredient. Additionally,
the term “all natural” can be used if the FSIS approves your product and label claims. The Company’s product and label
claims have been approved by the FSIS to contain the all-natural label.

 

Additionally,
the Company has recently commenced marketing of certain “meatless” versions of its product line under a Trademark Licensing
Agreement with Beyond Meat, Inc.

 

Our
products are principally sold to supermarkets and mass-market retailers. We currently have 26 different product offerings which are packaged
in different sized retail and bulk packages. Our products are principally sold in multiple sections of the supermarket, including hot
bars, salad bars, prepared foods (meals), sandwich, as well as cold deli and foods-to-go sections. Our products are also sold in the
frozen food and fresh meat sections. We sell directly to both food retailers and food distributors.

 

Finally,
we also sell our products on QVC through live on-air offerings, auto ship programs and for everyday purchases on their web site. QVC
is the world’s largest direct to consumer marketer.

 

During the year ended January 31, 2021,
the Company earned revenues from two customers representing approximately 41% and 13% of gross sales. During the year ended January
31, 2021, these two customers represented approximately 23% and 14% of total gross outstanding receivables, respectively. During
the year ended January 31, 2020, the company earned revenues from three customers representing approximately 46%, 11% and 10%
of gross sales. As of January 31, 2020, three customers represented approximately 34%, 16% and 8% of total gross outstanding receivables,
respectively.

 

The
Company continually reviews its accounts in order to focus on maximum performance, and as a result periodically eliminates under-performing
accounts.

 

Industry
Overview

 

Our
products are considered specialty prepared foods, in that they are all natural, taste great, are authentic Italian and are made with
high quality ingredients. The market for specialty and prepared foods spans several sections of the supermarket, including frozen, deli-
prepared foods, and the specialty meat segment of the meat department.

 

 

Our
Strengths

 

We
believe that the following strengths differentiate our products and our brand:

 

  Authentic
recipes and great taste.
Our products are founded upon Anna “Mama” Mancini’s old-world Italian recipes. We
believe the authenticity of our products has enabled us to build and maintain loyalty and trust among our current customers and will
help us attract new customers. Additionally, we continuously receive positive customer testimonials regarding the great taste and
quality of our products.
     
  Healthy
and convenient.
Our products are made only from high quality natural ingredients, including domestic inspected beef, whole Italian
tomatoes, genuine imported Pecorino Romano, real eggs, natural breadcrumbs, olive oil and other herbs and spices. Our products are
also simple to prepare. Virtually every product we offer is ready-to-serve within 12 minutes, thereby providing quick and easy meal
solutions for our customers. By including the sauce and utilizing a tray with our packaging, our meatballs can be prepared quickly
and easily.

 

  Great
value.
We strive to provide our customers with a great tasting product using all-natural ingredients at an affordable price.
Typical retail prices for 16 oz. packages ranges from $4.99 to $7.99, and $5.99 to $9.99 for bulk products sold in delis or hot bars.
We believe the sizes of our product offerings represent a great value for the price.
     
  New
products and innovation.
Since our inception, we have continued to introduce new and innovative products. While we pride on ourselves
on our traditional beef and turkey meatballs and meat loaf, we have continuously made efforts to grow and diversify our line of products
while maintaining our high standards for all natural, healthy ingredients and great taste.

 

Customers/Management

 

  Strong
consumer loyalty.
Many of our consumers are loyal and enthusiastic brand advocates. Our consumers trust us to deliver great-tasting
products made with all-natural ingredients. Consumers have actively communicated with us through our website and/or social media
channels. We believe that this consumer interaction has generated interest in our products and has inspired enthusiasm for our brand.
We also believe that enthusiasm for our products has led and will continue to lead to repeat purchases and new consumers trying our
products.
     
  Experienced
leadership.
We have a proven and experienced senior management team. Our Chief Executive Officer and Chairman, Carl Wolf, has
been with us since inception and has over 35 years of experience in the management and operations of food companies. Mr. Wolf was
the founder, majority shareholder, Chairman of the Board, and CEO of Alpine Lace Brands, Inc., a public company engaged in the development,
marketing and distribution of cheese, deli meats and other specialty food products, which was sold to Land O’Lakes, Inc. In
addition, the other members of our board of directors also have significant experience in the food industry.

 

Our
Growth Strategy

 

We
are actively executing a strategy to build our brand’s reputation, grow sales and improve our product and operating margins by
pursuing the following growth initiatives:

 

  Increase
product placements in the perimeter within retail locations
. We strive for product placements in the perishable departments of
retail locations. We believe adding shelf placements within the supermarkets that carry our products will increase customer awareness,
leading to more consumers purchasing our products and expanding our market share.
     
  Increase
Sales in “Fresh” Section
. Increase sales in the “Fresh” section (in the perimeter of the retainer), where
there is significant sales growth and higher margins, over products in the “Frozen” section which are showing zero to
negative growth.

 

 

  Increase
retail locations
. We intend to increase sales by expanding the number of retail stores that sell our products in the mainstream
grocery and mass merchandiser channels. 
     
  Increase
Overall Sales
. We have an experienced sales staff and now employ one full time Vice President of Sales as well as our Co-Founder
Dan Dougherty, Carl Wolf, our Chief Executive Officer and Chairman, and Matthew Brown, our President, each of whom is involved with
selling to, and managing sales with, major supermarket chains. In addition, the Company has contracted with an independent consultant
to manage sales opportunities in the food service area as well as an independent person to solicit sales in colleges and universities
and independent delicatessens,
     
  Expand
food brokerage network
. We currently work with retail food brokers nationwide and intend to add additional food brokers to increase
our geographical coverage in the United States to approximately 90%.

 

  Enhance
awareness through marketing
. We have increased our social media activity with Facebook, Twitter, Pinterest, and YouTube. We also engage with consumers through newsletter
mailings, blogs, and special projects, including a bank of recipe videos and contests and giveaways. Targeted consumer merchandising
activity, including virtual couponing, on-pack couponing, mail-in rebates, product demonstrations, and co-op retail advertising will
continue into the future in order to increase sales and generate new customers.
     
  Adding
new products
. Our market research and consumer testing enable us to identify attractive new product opportunities. We intend
to continue to introduce new products in both existing and new product lines that appeal to a wide range of consumers.
     
  Maintain
a Strong Relationship with QVC
. The Company currently offers various lines through QVC and intends to increase its product line
offerings offered through QVC.
     
  Increase
Media Exposure
. Increase the visibility of Dan Dougherty (Mancini) in the media as a product spokesman.
     
  “Club
Stores”.
The Company is aggressively pursuing sales to “Club Stores”.
     
  The
Company is actively pursuing sales to Canada through a designated agent who is handling all necessary compliance issues.

 

Pricing

 

Our
pricing strategy focuses on being competitively priced with other premium brands. Since our products are positioned in the authentic
premium prepared food category, we maintain prices competitive with those of similar products and prices slightly higher than those in
the commodity prepared foods section. This pricing strategy also provides greater long-term flexibility as we grow our product line through
the growth curve of our products. Current typical retail prices for 16 oz. packages range from $4.99 to $7.99, and $5.99 to $9.99 per
pound for prepared food products sold to delis or hot bars. Increases in raw materials costs, among other factors, may lead to us consider
price increases in the future.

 

Suppliers/Manufacturers

 

As
of January 31, 2021, approximately 70% of our products are internally produced by the Company’s wholly-owned subsidiary, Joseph
Epstein Food Enterprises, Inc (“JEFE”). Approximately 10% are manufactured on an outsourced basis. None of our raw materials
or ingredients are directly grown or produced by us. From time-to-time we negotiate with other manufacturers to supplement the Company’s
manufacturing capability. We currently purchase modest quantities from other manufacturers. All of the raw materials and ingredients
in our products are readily available and are readily ascertainable by our suppliers. We have not experienced any material shortages
of ingredients or other products necessary to our operations and do not anticipate such shortages in the foreseeable future.

 

 

Sales/Brokers

 

Our
products are sold primarily through a commission broker network. We sell to large retail chains who direct our products to their own
warehouses or to large food distributors.

 

The
Company increased its sales management efforts with the result that the Company is now actively soliciting business with almost every
major retail supermarket chain in the country. MamaMancini’s products are currently sold nationwide, with its greatest concentration
in the Northeast and Southeast. In April 2019, the Company initiated a major sales effort into the food service, convenience store, export
and special projects areas.

 

Marketing

 

The
majority of our marketing activity has been generated through promotional discounts, consumer trial, consumer product tastings and demonstrations,
in-store merchandising and signage, couponing, word of mouth, consumer public relations, social media, special merchandising events with
retailers and consumer advertising.

 

Based
on the Company’s metrics for determining brand awareness, which includes market studies and analysis of consumer recognition of
the MamaMancini’s brand, the Company believes that brand awareness for MamaMancini’s has grown in the past 12 months.

 

Investments
– Meatball Obsession

 

During
2011 the Company acquired a 34.62% interest in Meatball Obsession, LLC (“MO”) for a total investment of $27,032. This
investment is accounted for using the equity method of accounting. Accordingly, investments are recorded at acquisition cost plus
the Company’s equity in the undistributed earnings or losses of the entity. At December 31, 2011 the investment was written
down to $0 due to losses incurred by MO. The Company’s ownership interest in MO has decreased due to dilution. At January
31, 2021 and 2020, the Company’s ownership interest in MO was 12% and 12%, respectively. One of our directors,
Steven Burns, serves as the Chairman of the Board of Directors of Meatball Obsession. As of December 31, 2019, MO had wound down
and ceased operations. Major accounts were transitioned to MamaMancini’s as a part of the wind down.

 

Competition

 

The
gourmet and specialty pre-packaged and frozen food industry has many large competitors specializing in various types of cuisine from
all over the world. Our product lines are currently concentrated on Italian specialty foods. While it is our contention that our competition
is much more limited than the entire frozen and pre-packaged food industry based on our products’ niche market, there can be no
assurances that we do not compete with the entire frozen and pre-packaged food industry. We believe our principal competitors include
Quaker Maid, Hormel, Rosina Company, Inc., Casa Di Bertacchi, Inc., Farm Rich, Inc., Mama Lucia, Buona Vita, Inc., Taylor Farms and Kings
Command.

 

Intellectual
Property

 

Our
current intellectual property consists of trade secret recipes and cooking processes for our products and four trademarks for “MamaMancini’s”,
“Mac N’ Mamas”, “Sunday Dinner” and “The Meatball Lovers Meatball”. The recipes and use of
the trademarks have been assigned in perpetuity to the Company.

 

We
rely on a combination of trademark, copyright and trade secret laws to establish and protect our proprietary rights. We will also use
technical measures to protect our proprietary rights.

 

 

Royalty
Agreement

 

In
accordance with a Development and License Agreement (the “Development and License Agreement”) entered into on January 1,
2009 with Dan Dougherty relating to the use of his grandmother’s recipes for the products to be created by MamaMancini’s,
Mr. Dougherty granted us a 50-year exclusive license (subject to certain minimum payments being made), with a 25-year extension option,
to use and commercialize the licensed items. Under the terms of the Development and License Agreement, Mr. Dougherty shall develop a
line of beef meatballs with sauce, turkey meatballs with sauce and other similar meats and sauces for commercial manufacture, distribution
and sale (each a “Licensor Product” and collectively the “Licensor Products”). Mr. Dougherty shall work with
us to develop Licensor Products that are acceptable to us. Upon acceptance of a Licensor Product by us, Mr. Dougherty’s trade secret
recipes, formulas methods and ingredients for the preparation and production of such Licensor Products shall be subject to the Development
and License Agreement. In connection with the Development and License Agreement, we pay Mr. Dougherty a royalty fee on net sales.

 

USDA
approval / Regulations

 

Our
food products, which are manufactured both in our own manufacturing facilities and in third-party facilities, are subject to various
federal, state and local regulations and inspection, and to extensive regulations and inspections, regarding sanitation, quality, packaging
and labeling. In order to distribute and sell our products outside the State of New Jersey, the third-party food processing facilities
must meet the standards promulgated by the U.S. Department of Agriculture (the “USDA”). Our manufacturing processing facilities
and products are subject to periodic inspection by federal, state, and local authorities. In January 2011, the FDA’s Food Safety
Modernization Act was signed into law. The law will increase the number of inspections at food facilities in the U.S. in an effort to
enhance the detection of food borne illness outbreaks and order recalls of tainted food products. The facilities in which our products
are manufactured are inspected regularly and comply with all the requirements of the FDA and USDA.

 

We
are subject to the Food, Drug and Cosmetic Act and regulations promulgated thereunder by the FDA. This comprehensive regulatory program
governs, among other things, the manufacturing, composition and ingredients, packaging, and safety of food. Under this program, the FDA
regulates manufacturing practices for foods through, among other things, its current “good manufacturing practices” regulations,
or GMP’s, and specifies the recipes for certain foods. Specifically, the USDA defines “all natural” as a product that
contains no artificial ingredients, coloring ingredients or chemical preservatives and is minimally processed. The Company’s products
were submitted to the USDA and approved as “all natural”. However, should the USDA change their definition of “all
natural” at some point in the future, or should MamaMancini’s change their existing recipes to include ingredients that do
not meet the USDA’s definition of “all natural”, our results of operations could be adversely affected.

 

The
FTC and other authorities regulate how we market and advertise our products, and we are currently in compliance with all regulations
related thereto, although we could be the target of claims relating to alleged false or deceptive advertising under federal and state
laws and regulations. Changes in these laws or regulations or the introduction of new laws or regulations could increase the costs of
doing business for us or our customers or suppliers or restrict our actions, causing our results of operations to be adversely affected.

 

Quality
Assurance

 

We
take precautions designed to ensure the quality and safety of our products. In addition to routine third-party inspections of our manufacturing
facilities, we have instituted regular audits to address topics such as allergen control, ingredient, packaging and product specifications
and sanitation. Under the FDA Food Modernization Act, both our own manufacturing facilities and each of our contract manufacturers are
required to have a hazard analysis critical control points plan that identifies critical pathways for contaminants and mandates control
measures that must be used to prevent, eliminate or reduce relevant food-borne hazards.

 

Our
manufacturing facility is certified in the Safe Quality Food Program. These standards are integrated food safety and quality management
protocols designed specifically for the food sector and offer a comprehensive methodology to manage food safety and quality simultaneously.
Certification provides an independent and external validation that a product, process or service complies with applicable regulations
and standards.

 

We
work with suppliers who assure the quality and safety of their ingredients. These assurances are supported by our purchasing contracts
or quality assurance specification packets, including affidavits, certificates of analysis and analytical testing, where required. The
quality assurance staff within our manufacturing facility and within our contract manufacturers conduct periodic on-site routine audits
of critical ingredient suppliers.

 

 

OTHER

 

Employees

 

We
currently have 26 employees.

 

Websites

 

The
Company operates websites at www.mamamancinis.com.

 

LEGAL
PROCEEDINGS

 

We
are subject from time to time to litigation, claims and suits arising in the ordinary course of business. As of May 10, 2021, we were
not a party to any material litigation, claim or suit whose outcome could have a material effect on our financial statements.

 

DESCRIPTION
OF PROPERTY

 

Our
principal executive office is located at 25 Branca Road East Rutherford, NJ 07073. We currently lease 24,213 square feet of space
located in East Rutherford, NJ from Joseph Branca Partnership, Ltd for a current rental of $17,454 per month. The lease
term runs through March 31, 2024 with renewal options through March 31, 2029. In addition, we lease an additional 1,077 square
feet of space at 355 Murray Hill Parkway from CLN Associates, LLC for a current rental of $1,817 per month.

 

MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

 

THE
FOLLOWING DISCUSSION OF OUR PLAN OF OPERATION AND RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND
RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REPORT. THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT
RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE. THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER
FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE
RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD- LOOKING STATEMENTS. THESE RISKS AND OTHER
FACTORS INCLUDE, AMONG OTHERS, THOSE LISTED UNDER “FORWARD-LOOKING STATEMENTS” AND “RISK FACTORS” AND THOSE INCLUDED
ELSEWHERE IN THIS REPORT.

 

Results
of Operations for the Year ended January 31, 2021 and 2020

 

The
following table sets forth the summary statements of operations for the year ended January 31, 2021 and 2020:

 

    Year
Ended
 
    January
31, 2021
   

January
31, 2020

(As
Revised)

 
Sales
– Net of Slotting Fees and Discounts
  $ 40,758,605     $ 33,750,465  
Gross
Profit
  $ 12,739,309     $ 9,984,328  
Operating
Expenses
  $ (9,261,461 )   $ (7,786,278 )
Other
Expenses
  $ (155,615 )   $ (550,730 )
Income
tax benefit
  $ 744,973     $  
Net
Income
  $ 4,067,206     $ 1,532,694  

 

For
the year ended January 31, 2021 and 2020, the Company reported a net income of $4,067,206 and $1,532,694, respectively. The change in
net income between the year ended January 31, 2021 and 2020 was primarily attributable an increase in sales of 21% and increased gross
profit margins (31% of sales as discussed below) in addition to a decrease in interest expense and a small decrease in operating expenses
as a percentage of sales (23% of sales, a 0.3% decrease from the prior year, as discussed below). During the year ended January 31, 2021,
the Company also recorded an income tax benefit of $744,973 which significantly increased its net income compared to $0 for the year
ended January 31, 2020.

  

 

Sales:
Sales, net of slotting fees and discounts increased by approximately 21% to $40,758,605 during the year ended January 31, 2021, from
$33,570,465 during the year ended January 31, 2020. In addition, during the year ended January 31, 2021, the Company was able to increase
its sales through new customers as well as its existing customer base. COVID-19 had the effect of, consumer hoarding of food and increasing
inventory build at retailers in the first quarter of the year but slowed new placements in the third quarter. The Company expects new
placements to revert back to normal levels in the second and third quarter of the fiscal year ended January 31, 2022.

 

Gross
Profit:
The gross profit margin was 31% for the year ended January 31, 2021 compared to 30% for the year ended January 31, 2020.
Gross margins increased as a percentage of sales, due to increased plant efficiencies and process improvements offset by short term higher
beef raw material prices in the Spring and Summer.

 

Operating
Expenses:
Operating expenses increased by 17% during the year ended January 31, 2021, as compared to the year ended January 31, 2020.
Operating expenses remained consistent as a percentage of sales of 23% in 2020 and 2021. The $1,360,556 increase in total operating expenses
is primarily attributable to the following increases in operating expenses:

 

Postage
and freight of $484,762 due to increased sales and change of customer mix;
   
Commission
expense of $331,182 due to increased sales;
   
Payroll
and related expenses of $164,824 due to the addition of a Senior Executive in February 2020;
   
Royalty
expenses of $76,261 due to the increase in sales; and
   
Professional
fees of $63,518 due to an increase in investor relations and investment banking activities.

 

These
expense increases were offset by decreases in the following as well as minimal decreases in other expense categories:

 

Trade
show and travel expenses of $98,882 due to reduced need for travel and the elimination of in person trade shows due to COVID-19;
and
   
Director
fees decreased by $59,456 due to a decrease in one director in February who joined the Company as a Senior Executive.

 

Other
Expense:
Other expenses decreased by $395,115 to $155,615 for the year ended January 31, 2021 as compared to $550,730 during the
year ended January 31, 2020. For year ended January 31, 2021, other expenses consisted of $137,751 in interest expense incurred on the
Company’s financing arrangements. In addition, the Company recorded $17,864 of amortization expense related to the debt discount.
For year ended January 31, 2020, other expenses consisted of $482,995 in interest expense incurred on the Company’s financing arrangements.
In addition, the Company recorded $67,735 of amortization expense related to the debt discount.

 

Liquidity
and Capital Resources

 

The
following table summarizes total current assets, liabilities and working capital at January 31, 2021 compared to January 31, 2020:

 

    January
31, 2021
    January
31, 2020
    Change  
Current
Assets
  $ 8,879,451     $ 5,620,255     $ 3,259,196  
Current
Liabilities
  $ 4,045,349     $ 4,208,231     $ 162,882  
Working
Capital
  $ 4,834,102     $ 1,412,024     $ 3,422,078  

 

 

As
of January 31, 2021, we had working capital of $4,834,102 as compared to a working capital of $1,412,024 as of January 31, 2020, an increase
of $3,422,078. In addition to the increase in sales and net income, the increase in working capital is primarily attributable to an increase
in cash of $2,796,877, an increase in receivables of $245,906, an increase in prepaid expenses of $267,619, and a net decrease of $317,203
in the current portion of lease and debt obligations. These amounts were offset by a decrease in inventories of $51,206 and an increase
in accounts payable and accrued expenses $154,321.

 

Net
cash provided by operating activities for the year ended January 31, 2021 and 2020 was $3,698,540 and $1,814,689, respectively. The net
income for the year ended January 31, 2021 and 2020 was $4,067,206 and $1,532,694, respectively.

 

Net
cash used in all investing activities for the year ended January 31, 2021 was $451,940 as compared to $268,106 for the year ended January
31, 2020, respectively, to acquire new machinery and equipment and leasehold improvements. Our capital expenditures are attributed to
a Plant Expansion Project in progress since mid-2017 to expand plant capacity and efficiency to meet growing demand. During the year
ended January 31, 2021, the Company also paid $32,567 for the acquisition of intangibles.

 

Net
cash used in all financing activities for the year ended January 31, 2021 was $449,723 as compared to $1,762,399 for the year ended January
31, 2020. During the year ended January 31, 2021, the Company received proceeds of $330,505 from the Paycheck Protection Program promissory
note and net proceeds of $3,787,582 from the exercise of options and warrants. These cash in-flows were offset by payments on its line
of credit of $2,997,348, payments on its term loan of $441,663, payments of $641,844 on the related party loans and $156,450 paid for
finance lease payments. The Company returned the $330,505 received from the Paycheck Protection Program in May 2020. During the year
ended January 31, 2020, the Company made net borrowings on the line of credit of $385,314. These cash in-flows were offset by net payments
of term loan of $2,058,337 and $89,376 paid for capital lease payments.

 

As
reflected in the accompanying consolidated financial statements, the Company has net income and net cash provided by operations of $4,067,206
and $3,698,540, respectively, for the year ended January 31, 2021.

 

Although
the expected revenue growth and control of expenses lead management to believe that it is probable that the Company’s cash resources
will be sufficient to meet its cash requirements through the fiscal year ending January 31, 2022 based on current and projected levels
of operations, the Company may require additional funding to finance growth and achieve its strategic objectives. If such financing is
required, there can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. In the
event funding is not available on reasonable terms, the Company might be required to change its growth strategy and/or seek funding on
an alternative basis, but there is no guarantee it will be able to do so. Because of the rapidly changing environment in response to
COVID-19, the current expectations of the Company may be altered as conditions change.

 

Recent
Accounting Pronouncements

 

In
October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory”,
which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers
of assets other than inventory until the asset has been sold to an outside party. The updated guidance is effective for annual periods
beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption of the update is permitted. The
adoption of the new standard did not have a significant impact on the Company’s condensed consolidated financial statements.

 

In
August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure
Requirements for Fair Value Measurement”.
This update is to improve the effectiveness of disclosures in the notes to the financial
statements by facilitating clear communication of the information required by U.S. GAAP that is most important to users of each entity’s
financial statements. The amendments in this update apply to all entities that are required, under existing U.S. GAAP, to make disclosures
about recurring or nonrecurring fair value measurements. The amendments in this update are effective for all entities for fiscal years
beginning after December 15, 2019, and interim periods within those fiscal years. The adoption of the new standard did not have a significant
impact on the Company’s condensed consolidated financial statements.

 

 

In
August 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU
2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract”.
The amendments in this update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is
a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The
Company adopted this guidance on February 1, 2020 on a prospective basis.
Since
the adoption of ASU 2018-15 on February 1, 2020, the Company evaluates upfront costs including implementation, set-up or other costs
(collectively, implementation costs) for hosting arrangements under the internal-use software framework. Costs related to preliminary
project activities and post implementation activities are expensed as incurred, whereas costs incurred in the development stage are generally
capitalized. Capitalized implementation costs are amortized on a straight-line basis over the expected term of the hosting arrangement,
which includes consideration of the non-cancellable contractual term and reasonably certain renewals.

 

In
December 2019, the FASB issued authoritative guidance intended to simplify the accounting for income taxes (ASU 2019-12, “Income
Taxes (Topic 740): Simplifying the Accounting for Income Taxes
”). This guidance eliminates certain exceptions to the general
approach to the income tax accounting model and adds new guidance to reduce the complexity in accounting for income taxes. This guidance
is effective for annual periods after December 15, 2020, including interim periods within those annual periods. The Company is currently
evaluating the potential impact of this guidance on its condensed consolidated financial statements.

 

Management
does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect
on the accompanying consolidated financial statements.

 

Critical
Accounting Policies

 

Our
consolidated financial statements and related public financial information are based on the application of accounting principles generally
accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations
of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also
affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial
condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively
applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances.
Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant
estimates made during the preparation of our financial statements.

 

Our
significant accounting policies are summarized in Note 2 of our consolidated financial statements. While all these significant accounting
policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined
to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater
degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and
circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated
results of operations, financial position or liquidity for the periods presented in this report.

  

We
believe the following critical accounting policies and procedures, among others, affect our more significant judgments and estimates
used in the preparation of our consolidated financial statements:

 

Use
of Estimates

 

The
preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management
to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Such
estimates and assumptions impact, among others, the following: allowance for doubtful accounts, inventory obsolescence and the fair value
of share-based payments.

 

Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered
in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results
could differ significantly from our estimates.

 

 

Leases

 

In
February 2016, the FASB issued ASU 2016-02 “Leases” (Topic 842) which amended guidance for lease arrangements to increase
transparency and comparability by providing additional information to users of financial statements regarding an entity’s leasing
activities. Subsequent to the issuance of Topic 842, the FASB clarified the guidance through several ASUs; hereinafter the collection
of lease guidance is referred to as ASC 842. The revised guidance seeks to achieve this objective by requiring reporting entities to
recognize lease assets and lease liabilities on the balance sheet for substantially all lease arrangements.

 

On
February 1, 2019, the Company adopted ASC 842 using the modified retrospective approach and recognized a right of use (“ROU”)
asset and liability in the consolidated balance sheet in the amount of $1,599,830 related to the operating lease for office and warehouse
space. Results for the year ended January 31, 2020 are presented under ASC 842, while prior period amounts were not adjusted and continue
to be reported in accordance with the legacy accounting guidance under ASC Topic 840, Leases.

 

As
part of the adoption the Company elected the practical expedients permitted under the transition guidance within the new standard, which
among other things, allowed the Company to:

 

  1. Not
separate non-lease components from lease components and instead to account for each separate lease component and the non-lease components
associated with that lease component as a single lease component.
     
  2. Not
to apply the recognition requirements in ASC 842 to short-term leases.
     
  3. Not
record a right of use asset or right of use liability for leases with an asset or liability balance that would be considered immaterial.

 

Revenue
Recognition

 

In
May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 supersedes the revenue recognition
requirements under Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the ASC.
The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to
customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services.
Under the new guidance, an entity is required to perform the following five steps: (1) identify the contract(s) with a customer; (2)
identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the
performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The new
guidance will significantly enhance comparability of revenue recognition practices across entities, industries, jurisdictions and capital
markets. Additionally, the guidance requires improved disclosures as to the nature, amount, timing and uncertainty of revenue that is
recognized. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606)—Narrow-Scope Improvements
and Practical Expedients
. This update clarifies the objectives of collectability, sales and other taxes, noncash consideration, contract
modifications at transition, completed contracts at transition and technical correction. The amendments in this update affect the guidance
in ASU 2014-09. In September 2017, the FASB issued additional amendments providing clarification and implementation guidance.

  

The
Company adopted this guidance and related amendments as of the first quarter of fiscal 2019, applying the full retrospective transition
method. As the underlying principles of the new standard, relating to the measurement of revenue and the timing of recognition, are closely
aligned with the Company’s current business model and practices, the adoption of ASU 2014-09 did not have a material impact on
the consolidated financial statements. In addition, the adoption of ASC 606 did not impact the previously reported financial statements
in any prior period nor did it result in a cumulative effect adjustment to retained earnings.

 

 

The
Company’s sales predominantly are generated from the sale of finished products to customers, contain a single performance obligation
and revenue is recognized at a single point in time when ownership, risks and rewards transfer. Typically, this occurs when the goods
are shipped to the customer. Revenues are recognized in an amount that reflects the net consideration the Company expects to receive
in exchange for the goods. The Company reports all amounts billed to a customer in a sale transaction as revenue. Under the new revenue
guidance, the Company elected to treat shipping and handling activities as fulfillment activities, and the related costs are recorded
as selling expenses in general and administrative expenses on the consolidated statement of operations.

 

Stock-Based
Compensation

 

The
Company accounts for stock-based compensation in accordance with ASC Topic 718, “Compensation – Stock Compensation”
(“ASC 718”) which establishes financial accounting and reporting standards for stock-based employee compensation. It
defines a fair value-based method of accounting for an employee stock option or similar equity instrument. The Company accounts for compensation
cost for stock option plans in accordance with ASC 718.

 

The
Company recognizes all forms of share-based payments, including stock option grants, warrants and restricted stock grants, at their fair
value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest.

 

Share-based
payments, excluding restricted stock, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued
to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable
value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If
an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the
termination of service. Stock-based compensation expenses are included in cost of goods sold or selling, general and administrative expenses,
depending on the nature of the services provided, in the consolidated statement of operations. Share-based payments issued to placement
agents are classified as a direct cost of a stock offering and are recorded as a reduction in additional paid in capital.

 

When
computing fair value of share-based payments, the Company has considered the following variables:

 

The
risk-free interest rate assumption is based on the U.S. Treasury yield for a period consistent with the expected term of the option
in effect at the time of the grant.
   
The
Company has not paid any dividends on common stock since its inception and does not anticipate paying dividends on its common stock
in the foreseeable future.
   
The
expected option term is computed using the “simplified” method as permitted under the provisions of Staff Accounting
Bulletin (“SAB”) 110.
   
The
term is the life of the grant.
   
The
expected volatility was estimated using the historical volatilities of the Company’s common stock.
   
The
forfeiture rate is based on the historical forfeiture rate for the Company’s unvested stock options, which was 0%.

  

Advertising

 

Costs
incurred for producing and communicating advertising for the Company are charged to operations as incurred.

 

Off
Balance Sheet Arrangements:

 

We
do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also
known as “special purpose entities” (SPEs).

 

Item
7A. Quantitative and Qualitative Disclosures About Market Risk.

 

Smaller
reporting companies are not required to provide the information required by this item.

 

 

CHANGES
AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

Since
inception until the present time, the principal independent accounting firm for the Company has not resigned, declined to stand for reelection
or been dismissed. We have no disagreements with our independent registered public accounting firm on any matter of accounting principles
or with any financial statement disclosures.

  

 

DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

 

The
following table discloses our directors and executive officers as of April 12, 2021.

 

Name   Age   Position
         
Carl
Wolf
  77   Chief
Executive Officer and Chairman of the Board of Directors
         
Matthew
Brown
  52   President
and Director
         
Lawrence
Morgenstein
  70   Chief
Financial Officer
         
Steven
Burns
  60   Executive
Vice President and Director
         
Alfred
D’Agostino
  67   Director
         
Thomas
Toto
  66   Director
         
Dean
Janeway
  77   Director
         
Patrick
Connor Haley
  30   Director
         
Michael
Stengel
  65   Director

 

Carl
Wolf
has over 40 years of experience in the management and operations of companies in the food industry. Mr. Wolf has served as Chief
Executive Officer and Chairman of the Board of MamaMancini’s from February 2010 through the Present. Mr. Wolf was the founder,
majority shareholder, Chairman of the Board, and CEO of Alpine Lace Brands, Inc., a NASDAQ-listed public company with over $125 million
in wholesale sales. He also founded, managed, and sold MCT Dairies, Inc., a $60 million international dairy component resource company.
Other experience in the food industry includes his role as Co-chairman of Saratoga Beverage Company, a publicly traded (formerly NASDAQ:
TOGA) bottled water and fresh juice company prior to its successful sale to a private equity firm. Mr. Wolf served an advisor to Mamma
Sez Biscotti, a snack and bakery product company (which was sold in a later period to Nonnis, the largest biscotti company in the United
States) from 2002 to 2004. Previously he served as Director and on the Audit and Development committees of American Home Food Products,
Inc. a publicly-traded marketer Artisanal Brand Cheeses, from 2007 to 2009. Mr. Wolf also served as Chairman of the Board of Media Bay,
which was a NASDAQ listed public company. Media Bay was a direct seller of spoken word through its audio book club and old-time radio
classic activities and download spoken content, from 2002 to 2004.

 

 

Mr.
Wolf received his B.A. in 1965 from Rutgers University (Henry Rutgers Scholar) and his M.B.A. in 1966 from the University of Pittsburgh
(with honors).

 

In
evaluating Mr. Wolf’s specific experience, qualifications, attributes and skills in connection with his appointment to our board,
we took into account his numerous years of experience in the food industry, as a serial entrepreneur in growing business, his knowledge
of publicly traded companies, and his proven track record of success in such endeavors.

 

Matthew
Brown
has over 30 years of experience in the sales and marketing of products in the food industry. Beginning in February 2010 through
the present, he has served as President of MamaMancini’s. From April 2001 until January of 2012, he served as the President of
Hors D’oeuvres Unlimited, overseeing the day-to-day operations of their food manufacturing business. He previously worked as a
marketing associate from September 1993 to December 1998 at Kraft Foods, Inc., where he dealt with numerous aspects of the company’s
marketing of their food products.

 

Mr.
Brown received his B.A. from the University of Michigan in 1991 and his M.B.A. from the University of Illinois in 1993.

 

In
evaluating Mr. Brown’s specific experience, qualifications, attributes and skills in connection with his appointment to our board,
we took into account his numerous years of experience in sales and marketing, and his proven track record of success in such endeavors.

 

Lawrence
Morgenstein
has been Chief Financial Officer of the Company since April 1, 2018. He has been previously employed as Controller for
Emerging Power, Inc. from July 7, 2016 through January 12, 2018. He was also employed by Elaut USA, Inc. from April 4, 2013 through July
3, 2016. He was controller of Mama Mia Produce from March 2010 to April 2013. Mr. Morgenstein was Corporate Controller & VP of Finance.
Mr. Morgenstein holds a BS in Economics from Rider University in 1972. He further holds an MBA from Rutgers University GSB in 1976.

 

Steven
Burns
has over 30 years of experience in the management and operations of various companies. Mr. Burns has served as a director of
MamaMancini’s from February 2010 through the present, and joined the company as Executive Vice President on February 1, 2020. Additionally,
beginning in 2006 leads PointProspect which oversees investments and services in real estate, clean and efficient energy sources, high-quality
and healthy food services, and healthcare technology. Prior to that, for a period of 24 years he worked at and was senior executive at
Accenture where he led the U.S. Health Insurance Industry Program comprised of approximately 600 professionals. He also has sat on various
financial committees and boards of directors throughout his career.

 

Mr.
Burns received his B.S. in Business Management from Boston College in 1982.

 

In
evaluating Mr. Burns’ specific experience, qualifications, attributes and skills in connection with his appointment to our board,
we took into account his numerous years of experience in serving on board of directors, his knowledge of running and managing companies,
and his proven track record of success in such endeavors.

 

Alfred
D’Agostino
has over 34 years of experience in the management and ownership of food brokerage and food distribution companies.
Mr. D’Agostino has served as a director of MamaMancini’s from February 2010 through the Present. Beginning in March 2001
and still presently, he serves as the President for World Wide Sales Inc., a perishable food broker that services the New York / New
Jersey Metropolitan and Philadelphia marketplace. Prior to this he worked from September 1995 until February 2001 as Vice- President
of the perishable business unit at Marketing Specialists, a nationwide food brokerage. Previously, from February 1987 until August 1995
he worked as a Partner for the perishable division of Food Associates until its merger with Merket Enterprises.

 

Mr.
D’Agostino received his B.S. in Business Management from the City College of New York in 1974.

 

In
evaluating Mr. D’Agostino’s specific experience, qualifications, attributes and skills in connection with his appointment
to our board, we took into account his numerous years of experience in the food brokerage and other food related industries, his knowledge
of running and managing companies, and his proven track record of success in such endeavors.

 

Patrick
Connor Haley
is the Founder and Managing Partner of Alta Fox Capital Management, LLC, an investment manager based in Fort Worth,
Texas. Previously, he was a consumer and technology focused Analyst at Scopia Capital Management LP. Mr. Haley has been recognized in
numerous circles as an emerging thought leader in the small and micro-cap space and is currently a top-ranked member on microcapclub.com.
Mr. Haley is a frequent panelist at small and micro-cap conferences, including the LD Micro and Planet Microcap Showcase, and has been
interviewed in a number of publications and podcasts for his views on the small and micro-cap market.

 

 

Mr.
Haley received an A.B. in Government, magna cum laude, from Harvard College.

 

In
evaluating Connor Haley’s credentials for appointment to our Board, we took into account his direct experience in technical analysis
of small public companies and advising them through strategic growth initiatives, and the navigation of business strategies in the best
interest of maximizing shareholder value.

 

Dean
Janeway
has served as a director of MamaMancini’s since 2012. Mr. Janeway is an executive with more than 40 years of broad
leadership skills and extensive experience in the areas of corporate strategy, business development, operational oversight and financial
management. From 1966 through 2011, Mr. Janeway served in various positions at Wakefern Food Corp., the largest retailer- owned cooperative
in the United States. From 1966 through 1990, Mr. Janeway advanced through various positions of increasing responsibility including positions
in Wakefern’s accounting, merchandising, dairy-deli, and frozen foods divisions. From 1990 through 1995 Mr. Janeway provided oversight
for all of Wakefern’s procurement, marketing, merchandising, advertising and logistics divisions. From 1995 until his retirement
in 2011, Mr. Janeway served as President and Chief Operating Officer of “Wakefern” providing primary oversight for the company’s
financial and treasury functions, human resources, labor relations, new business development, strategic acquisitions, government relations,
corporate social responsibility, sustainability initiatives and member relations. Mr. Janeway previously served as the chairman for the
National Grocers Association from 1993 through 2001. From 2009 through the present, Mr. Janeway has served as the Chairman of the Foundation
for the University of Medicine and Dentistry of New Jersey.

 

Mr.
Janeway received his B.A. in Marketing from Rutgers University, and his M.B.A from Wharton School of Business, University of Pennsylvania.

 

The
Board of Directors determined that Mr. Janeway’s qualifications to serve as a director include his notable business and leadership
experience in the all areas of management, particularly in the food industry. He also has experience in the area of whole sale wholesale
distribution, due to his past position at Wakefern and his knowledge of running and managing companies and his proven track record of
success in such endeavors will be invaluable to the Company going forward.

 

Michael
Stengel
is a tenured hospitality industry veteran, bringing over 40 years of executive leadership experience with Marriott International
to the MamaMancini’s Board of Directors. At Marriott, he was instrumental to the Company’s convention network strategy, overseeing
135 Convention venues including the Gaylord Brand. Michael, as Senior Vice President of Gaylord Hotels and The Convention Resort Network
(CRN) at Marriott, oversaw significant food and beverage operations within his portfolio of managed hotels and being responsible for
well over $1.5 billion in revenue. Mr. Stengel has had direct responsibility for P&L operations for numerous enterprises and is completely
familiar with financial management of public companies.

 

Mr.
Stengel has received a B.S. Law and Justice from Rowan University, a Cornell University Hospitality Certificate, and an executive MBA
with Marriott sponsor by the University of Maryland.

 

The
Board determined that Mr. Stengel’s qualifications to serve as a director include his multi-faceted financial responsibility and
experience in the food and hospitality business and his success in building organizations into large-scale, highly profitable operations.

 

Thomas
Toto
has over 32 years of experience in the management and ownership of food brokerage and food distribution companies. Mr. Toto
has served as a director of MamaMancini’s from February 2010 through the Present. Beginning in June 2009 and still presently, he
serves as the Senior Business manager for World Wide Sales Inc., a perishable food broker that services the New York / New Jersey Metropolitan
and Philadelphia marketplace. Prior to this he worked from September 2007 until May 2009 as a Division President for DCI Cheese Co.,
a company that imported and distributed various kinds of cheeses. Previously from March 1993 until September 2007 he was the President
and owner of Advantage International Foods Corporation, where he ran the day to day operations of importing and distributing cheeses
around the world.

 

Mr.
Toto received his B.A. from Seton Hall University in 1976 and his M.B.A. from Seton Hall University in 1979.

 

 

In
evaluating Mr. Toto’s specific experience, qualifications, attributes and skills in connection with his appointment to our board,
we took into account his numerous years of experience in the food brokerage and other food related industries, his knowledge of running
and managing companies, and his proven track record of success in such endeavors.

 

Family
Relationships

 

Mr.
Matthew Brown, our Chief Operating Officer, is the son-in-law of Mr. Carl Wolf, our Chief Executive Officer.

 

Board
Committees and Charters

 

Our
board of directors has established the following committees: an audit committee, a compensation committee and a nominating/corporate
governance committee. Copies of each committee’s charter are posted on our website, www.mamamancini’s.com. Our board of directors
may from time to time establish other committees.

 

Audit
Committee

 

The
purpose of the Audit Committee is to oversee the processes of accounting and financial reporting of the Company and the audits and financial
statements of the Company. The Audit Committee’s primary duties and responsibilities are to:

 

  Monitor
the integrity of the Company’s financial reporting process and systems of internal controls regarding finance, accounting and
legal compliance.
     
  Monitor
the independence and performance of the Company’s independent auditors and the Company’s accounting personnel.
     
  Provide
an avenue of communication among the independent auditors, management, the Company’s accounting personnel, and the Board.
     
  Appoint
and provide oversight for the independent auditors engaged to perform the audit of the financial statements.
     
  Discuss
the scope of the independent auditors’ examination.
     
  Review
the financial statements and the independent auditors’ report.
     
  Review
areas of potential significant financial risk to the Company.

 

  Monitor
compliance with legal and regulatory requirements.
     
  Solicit
recommendations from the independent auditors regarding internal controls and other matters.
     
  Make
recommendations to the Board.
     
  Resolve
any disagreements between management and the auditors regarding financial reporting.
     
  Prepare
the report required by Item 407(d) of Regulation S-K, as required by the rules of the Securities and Exchange Commission (the “SEC”).
     
  Perform
other related tasks as requested by the Board.

 

 

The
Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access
to the independent auditors as well as anyone in the organization. The Committee has the ability to retain, at the Company’s expense,
special legal, accounting, or other consultants or experts it deems necessary in the performance of its duties.

 

Our
Audit Committee consists of Mr. Toto who serves as Chairman, Mr. D’Agostino, Mr. Janeway and Mr. Stengel Mr. Stengel is our Audit
Committee financial expert as currently defined under applicable SEC rules.

 

Compensation
Committee

 

The
Compensation Committee’s responsibilities include, but are not limited to, the responsibilities which are required under the corporate
governance rules of NASDAQ, including the responsibility to determine compensation of the Chairman of the Board, the Chief Executive
Officer (“CEO”), the President and all other executive officers. The Compensation Committee’s actions shall generally
be related to overall considerations, policies and strategies.

 

The
following are specific duties and responsibilities of the Compensation Committee:

 

  Review
the competitiveness of the Company’s executive compensation programs to ensure (a) the attraction and retention of corporate
officers, (b) the motivation of corporate officers to achieve the Company’s business objectives, and (c) the alignment of the
interests of key leadership with the long-term interests of the Company’s stockholders.
     
  Review
and determine the annual salary, bonus, stock options, other equity-based incentives, and other benefits, direct and indirect, of
the Company’s executive officers, including development of an appropriate balance between short-term pay and long-term incentives
while focusing on long-term stockholder interests.
     
  Determine
salary increases and bonus grants for the Chairman of the Board, the CEO, the President and all other executive officers of the Company.
     
  Review
and approve corporate goals and objectives for purposes of bonuses and long- term incentive plans.
     
  Review
and approve benefit plans, including equity incentive plans, and approval of individual grants and awards.
     
  Review
and approve employment or other agreements relating to compensation for the Chairman of the Board, the CEO, the President and the
other executive officers of the Company.
     
  Review
and discuss with management the Company’s CD&A and recommend to the Board that the CD&A be included in the annual report
on Form 10-K and/or proxy statement in accordance with applicable SEC rules.

 

  If
required by SEC rules, provide a Compensation Committee Report on executive compensation to be included in the Company’s annual
proxy statement in accordance with applicable SEC rules.
     
  Perform
an annual evaluation of the performance of the Chairman of the Board, the CEO, the President and the other executive officers.
     
  Perform
an annual review of non-employee director compensation programs and recommend changes thereto to the Board when appropriate.
     
  Plan
for executive development and succession.
     
  Review
and approve all equity-based compensation plans and amendments thereto, subject to any stockholder approval under the listing standards
of NASDAQ.

 

  Recommend
an appropriate method by which stockholder concerns about compensation may be communicated by stockholders to the Committee and,
as the Committee deems appropriate, to respond to such stockholder concerns.
     
  Perform
such duties and responsibilities as may be assigned by the Board to the Committee under the terms of any executive compensation plan,
incentive compensation plan or equity-based plan.
     
  Review
risks related to the Company’s compensation policies and practices and review and discuss, at least annually, the relationship
between the Company’s risk management policies and practices, corporate strategy and compensation policies and practices.

 

 

Our
Compensation Committee consists of Mr. D’Agostino who serves as Chairman, and Mr. Dean Janeway and Mr. Toto.

 

Nominating/Corporate
Governance Committee

 

The
Nominating/Corporate Governance Committee’s responsibilities include, but are not limited to, the responsibilities which are required
under the corporate governance rules of NASDAQ, including the responsibilities to identify individuals who are qualified to become directors
of the Company, consistent with criteria approved by the Board, and make recommendations to the Board of nominees, including Stockholder
Nominees (nominees whether by appointment or election at the Annual Meeting of Stockholders) to serve as a directors of the Company.
To fulfill its purpose, the responsibilities and duties of the Nominating/Corporate Governance Committee are as follows:

 

  Evaluate,
in consultation with the Chairman of the Board and Chief Executive Officer (“CEO”), the current composition, size, role
and functions of the Board and its committees to oversee successfully the business and affairs of the Company in a manner consistent
with the Company’s Corporate Governance Guidelines, and make recommendations to the Board for approval.
     
  Determine,
in consultation with the Chairman of the Board and CEO, director selection criteria consistent with the Company’s Corporate
Governance Guidelines and conduct searches for prospective directors whose skills and attributes reflect these criteria.
     
  Assist
in identifying, interviewing and recruiting candidates for the Board.
     
  Evaluate,
in consultation with the Chairman of the Board and CEO, nominees, including nominees nominated by stockholders in accordance with
the provisions of the Company’s Bylaws, and recommend nominees for election to the Board or to fill vacancies on the Board.

 

  Before
recommending an incumbent, replacement or additional director, review his or her qualifications, including capability, availability
to serve, conflicts of interest, and other relevant factors.
     
  Evaluate,
in consultation with the Chairman of the Board and CEO and make recommendations to the Board concerning the appointment of directors
to Board committees and the selection of the Chairman of the Board and the Board committee chairs consistent with the Company’s
Corporate Governance Guidelines.
     
  Determine
the methods and execution of the annual evaluations of the Board’s and each Board committee’s effectiveness and support
the annual performance evaluation process.
     
  Evaluate
and make recommendations to the Board regarding director retirements, director re-nominations and directors’ changes in circumstances
in accordance with the Company’s Corporate Governance Guidelines.
     
  Review
and make recommendations to the Board regarding policies relating to directors’ compensation, consistent with the Company’s
Corporate Governance Guidelines.

  

 

  As
set forth herein, monitor compliance with, and at least annually evaluate and make recommendations to the Board regarding, the Company’s
Corporate Governance Guidelines and overall corporate governance of the Company.
     
  Assist
the Board and the Company’s officers in ensuring compliance with an implementation of the Company’s Corporate Governance
Guidelines.
     
  Develop
and implement continuing education programs for all directors, including orientation and training programs for new directors.
     
  Annually
evaluate and make recommendations to the Board regarding the Committee’s performance and adequacy of this Charter.
     
  Review
the Code of Ethics periodically and propose changes thereto to the Board, if appropriate.
     
  Review
requests from outside the Committee for any waiver or amendment of the Company’s Code of Business Conduct and Ethics and recommend
to the Board whether a particular waiver should be granted or whether a particular amendment should be adopted.
     
  Oversee
Committee membership and qualifications and the performance of members of the Board.
     
  Review
and recommend changes in (i) the structure and operations of Board Committees, and (ii) Committee reporting to the Board.
     
  Make
recommendations annually to the Board as to the independence of directors under the Corporate Governance Guidelines.
     
  Review
and make recommendations to the Board regarding the position the Company should take with respect to any proposals submitted by stockholders
for approval at any annual or special meeting of stockholders.
     
  Regularly
report on Committee activities and recommendations to the Board.
     
  Perform
any other activities consistent with this Charter, the Company’s Certificate of Incorporation and Bylaws, as amended from time
to time, the NASDAQ company guide, and any governing law, as the Board considers appropriate and delegates to the Committee.

 

Our
Nominating/Corporate Governance Committee consists of Mr. Janeway who serves as Chairman, Mr. D’Agostino, Mr. Haley and Mr. Toto.

 

Code
of Business Conduct and Ethics

 

Effective
January 21, 2014, the Board of Directors (the “Board”) of MamaMancini’s Holdings, Inc. (the “Company”)
adopted a Code of Ethics (the “Code of Ethics”) applicable to the Company and all subsidiaries and entities controlled by
the Company and the Company’s directors, officers and employees. Compliance with the Code of Ethics is required of all Company
personnel at all times. The Company’s senior management is charged with ensuring that the Code of Ethics and the Company’s
corporate policies will govern, without exception, all business activities of the Company. The Code of Ethics addresses, among other
things, the use and protection of Company assets and information, avoiding conflicts of interest, corporate opportunities and transactions
with business associates and document retention.

 

Code
of Business Conduct and Ethics

 

Effective
January 21, 2014, the Board of Directors (the “Board”) of MamaMancini’s Holdings, Inc. (the “Company”)
adopted a Code of Ethics (the “Code of Ethics”) applicable to the Company and all subsidiaries and entities controlled by
the Company and the Company’s directors, officers and employees. Compliance with the Code of Ethics is required of all Company
personnel at all times. The Company’s senior management is charged with ensuring that the Code of Ethics and the Company’s
corporate policies will govern, without exception, all business activities of the Company. The Code of Ethics addresses, among other
things, the use and protection of Company assets and information, avoiding conflicts of interest, corporate opportunities and transactions
with business associates and document retention.

 

Involvement
in Certain Legal Proceedings

 

During
the past five years no director, person nominated to become a director, executive officer, promoter or control person of the Company
has: (i) had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer
either at the time of the bankruptcy or within two years prior to that time; (ii) been convicted in a criminal proceeding or been subject
to a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) been subject to any order, judgment,
or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining,
barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or (iv) been found
by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated
a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

  

 

Compliance
with Section 16(A) of the Exchange Act

 

Section
16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more of
a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial
ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of
the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).

 

Based
solely on our review of certain reports filed with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities
Exchange Act of 1934, as amended, the reports required to be filed with respect to transactions in our common stock during the period
covered by this Annual Report on Form 10-K, were timely.

 

Legal
Proceedings

 

There
are no material proceedings to which any director or officer, or any associate of any such director or officer, is a party that is adverse
to our Company or any of our subsidiaries or has a material interest adverse to our Company or any of our subsidiaries. No director or
executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy
petition filed against it during the past ten years. No director or executive officer has been convicted of a criminal offense or is
the subject of a pending criminal proceeding during the past ten years. No director or executive officer has been the subject of any
order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business, securities or banking activities during the past ten years. No director or officer has been found by a court
to have violated a federal or state securities or commodities law during the past ten years.

 

Officers
and Directors Indemnification

 

Under
our Articles of Incorporation and Bylaws of the corporation, the Company may indemnify an officer or director who is made a party to
any proceeding, including a lawsuit, because of his or her position, if he or she acted in good faith and in a manner he or she reasonably
believed to be in the Company’s best interest. The Company may advance expenses incurred in defending a proceeding. To the extent
that the officer or director is successful on the merits in a proceeding as to which he or she is to be indemnified, the Company must
indemnify the officer or director against all expenses incurred, including attorney’s fees. With respect to a derivative action,
indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director
is judged liable, then only by a court order. The indemnification coverage is intended to be to the fullest extent permitted by applicable
laws.

 

Regarding
indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to officers or directors under applicable
state law, the Company is informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public
policy, as expressed in the Act and is, therefore, unenforceable.

  

 

EXECUTIVE
COMPENSATION

 

The
following is a summary of the compensation we paid for each of the last three years ended January 31, 2021, 2020 and 2019, respectively
(i) to the persons who acted as our principal executive officers during our fiscal year ended January 31, 2021 and (ii) to the person
who acted as our next most highly compensated executive officer other than our principal executive officer who was serving as an executive
officer as of the end of our last fiscal year.

 

The
following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid
by us during the years ended January 31, 2021, 2020 and 2019.

 

Name
and
Principal
Position
  Year(5)     Salary
($)
    Bonus
($)
    Stock
Awards ($)
    Option
Awards ($)
    Non-Equity
Incentive Plan Compensation ($)
    Non-Qualified
Deferred Compensation Earnings
($)
    All
Other Compensation ($)
    Totals
($)
 
Carl
Wolf
    2021     $ 190,003       0       0       0       0       0       0     $ 190,003  
CEO/Chairman(1)     2020     $ 190,000       0       0       0       0       0       0     $ 190,000  
                                                                         
Matt
Brown
    2021     $ 190,617       0       0       0       0       0       0     $ 190,6170  
President(2)     2020     $ 211,000       0       0       0       0       0       0     $ 211,000  
                                                                         
Steven
Burns EVP(3)
    2021     $ 175,000       0       0       0       0       0       0     $ 175,000  
                                                                         
Lawrence
Morgenstein
    2021     $ 136,458       0       0       6,082       0       0       0     $ 143,140  
CFO(4)     2020     $ 132,000       0       0       4,058       0       0       0     $ 136,058  

 

  1. Mr.
Wolf was appointed as Chief Executive Officer of the Company on January 24, 2013.
     
  2. Mr.
Brown was appointed as President of the Company on January 24, 2013.
     
  3. Mr.
Burns was appointed Executive Vice President on February 1, 2020.
     
  4. Mr.
Morgenstein was appointed as Chief Financial Officer on April 1, 2018.
     
  5. Fiscal
Year ended January 31.

 

 

2021
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

 

STOCK
AWARDS

 

Name
(a)
   

Number
of

Securities

Underlying

Unexercised

Options
(#)

Exercisable

(b)

     

Number
of

Securities

Underlying

Unexercised

Options
(#)

Unexercisable

I

     

Equity

Incentive

Plan

Awards:

Number
of

Securities

Underlying

Unexercised

Unearned

Options
(#)

(d)

     

Option

Exercise

Price

($)

I

   

Option

Expiration

Date

(f)

   

Number

of

Shares

or
Units

of
Stock

That

Have

Not

Vested

(#)

(g)

(9)

     

Number
of

Shares

or

Units

of

Stock

That

Have

Not

Vested

($)

(h)

     

Number

of

Unearned

Shares,

Units
or

Other

Rights

That

Have
Not

Vested

(#)

(i)

     

Payout

Value
of

Unearned

Shares,

Units
or

Other

Rights

That

Have
Not

Vested

(#)

(j)

 
Carl
Wolf
                                                                   
Chief
Executive Officer(1)
    0       0       0       0                                      
                                                                     
Matthew
Brown
                                                                   
President(2)     0       0       0       0                                      
                                                                     
Steven
Burns
                                                                   
Executive
Vice President; Director(3)
    50,000       0       0     $ 0.39      4/13/2023                                
      25,000       0       0     $ 1.05      6/27/2022                                
      25,000       0       0     $ 0.80      9/3/2023                                
      50,000       0       0     $ 0.52      7/30/2024                                
                                                                     
Alfred
D’Agostino
                                                                   
Director(4)     50,000       0       0     $ 0.39      4/13/2023                                
      25,000       0       0     $ 1.05      6/27/2022                                
      25,000       0       0     $ 0.80      9/3/2023                                
      50,000       0       0     $ 0.52      7/30/2024                                
                                                                     
Thomas
Toto
                                                                   
Director(5)     50,000       0       0     $ 0.39      4/13/2023                                
      25,000       0       0     $ 1.05      6/27/2022                                
      25,000       0       0     $ 0.80      9/3/2023                                
      50,000       0       0     $ 0.52      7/30/2024                                
                                                                     
Dean
Janeway
                                                                   
Director(6)     50,000       0       0     $ 0.39      4/13/2023                                
      25,000       0       0     $ 1.05      6/27/2022                                
      25,000       0       0     $ 0.80      9/3/2023                                
      50,000       0       0     $ 0.52      7/30/2024                                
                                                                     
Lawrence Morgenstein(7)                                                                    
Chief
Financial Officer
    7,500       0       0     $ 0.73      11/30/2023                                
      7,500       0       0     $ 0.74      3/31/2024                                
      5,000       2,500       0     $ 0.70      9/30/2024                                
      2,500       5,000       0     $ 1.16     3/31/2025                                
                                                                     
Brent
Smith(8)
    6,000       0       0     $ 0.60      5/2/2026                                
      12,000       0       0     $ 1.38      11/2/2027                                
                                                                     
Chris
Styler(8)
    18,000             0     $ 0.60      5/2/2026                                
      6,000       0       0     $ 1.38      11/2/2027                                
                                                                     
Dan
Mancini (Dougherty)(8)
    18,000       0       0     $ 0.60      5/2/2026                                
      50,000       0       0     $ 0.52      7/30/2024                                
                                                                     
Emma
Rosario(8)
    3,000       0       0     $ 0.60      5/2/2026                                
      6,000       0       0     $ 1.38      11/2/2022                                
                                                                     
Eric
Felice(8)
    12,000       0       0     $ 0.60      5/2/2026                                
      24,000       0       0     $ 1.38      11/2/2022                                
                                                                     
Joe
Smith(8)
    18,000             0     $ 0.60      5/2/2026                                
      30,000       0       0     $ 1.38      11/2/2022                                
                                                                     
John
Kaminsky(8)
    6,000       0       0     $ 0.60      5/2/2026                                
      6,000       0       0     $ 1.38      11/2/2022                                
                                                                     
Pete
de Pasquale(8)
    6,000       0       0     $ 0.60      5/2/2026                                
                                                                     
Priscilla
Goldman(8)
    6,000       0       0     $ 0.60      5/2/2026                                
                                                                     
Rich
Franco(8)
    6,000       0       0     $ 0.60      5/2/2026                                
      6,000       0       0     $ 1.38      11/2/2022                                
                                                                     
Scott
Shaffer(8)
    18,000       0       0     $ 0.60      5/2/2026                                

 

1. Mr.
Wolf was appointed as Chief Executive Officer of the Company on January 24, 2013
   
2. Mr.
Brown was appointed as President of the Company on January 24, 2013
   
3. Mr.
Burns was appointed as a director of the Company on January 24, 2013
   
4. Mr.
D’Agostino was appointed as a director of the Company on January 24, 2013
   
5. Mr.
Toto was appointed as a director of the Company on January 24, 2013
   
6. Mr.
Janeway was appointed as a director on January 24, 2013
   
7. Mr.
Morgenstein was appointed Chief Financial Officer on April 1, 2018
   
8. Non-Management
employee
   
9. Shares
vest upon a change of control of the Company

 

 

DIRECTOR
COMPENSATION

 

Our
executive officers who are members of our board of directors and the directors who are not considered independent under the corporate
governance rules of the New York Stock Exchange do not receive compensation from us for their service on our board of directors. Accordingly,
Mr. Wolf and Mr. Brown do not receive compensation from us for their service on our board of directors. Only those directors who are
considered independent directors under the corporate governance rules of the New York Stock Exchange receive compensation from us for
their service on our board of directors. Mr. Burns, Mr. D’Agostino, Mr. Toto and Mr. Janeway are to be paid $10,000 per annum for
their service as members of the board, payable quarterly in Company common stock.

 

 

In
April 2016, each of our directors were granted stock options to purchase 50,000 shares of the Company’s common stock at an exercise
of $0.39. All such options vested quarterly over a one-year period and originally expired 5 years from the date of grant. The exercise
period for these options have been extended for an additional two years.

 

In
June 2017, each of our directors were granted stock options to purchase 25,000 shares of the Company’s common stock at an exercise
of $1.05. All such options vested quarterly over a one-year period and expire 5 years from the date of grant.

 

In
September 2018, each of our directors were granted stock options to purchase 25,000 shares of the Company’s common stock at an
exercise of $0.80. All such options vested quarterly over a one-year period and expire 5 years from the date of grant.

 

In
July 2019, each of our directors were granted stock options to purchase 50,000 shares of the Company’s common stock at an exercise
of $0.52. All such options vested quarterly over a one-year period and expire 5 years from the date of grant.

 

There
is no formal arrangement with our board of directors for the granting of options. There is no assurance that the Company will continue
to issue options to the board of directors or on what terms such issuance would occur.

 

We
also reimburse all of our directors for reasonable expenses incurred to attend board of director or committee meetings.

 

The
following Director Compensation Table sets forth the compensation of our directors for the fiscal years ending January 31, 2021 and 2020.

 

Name and
Principal
Position )
  Year     Salary
($)
   

Bonus

($)

    Stock Awards
($)
    Option Awards
($)
    Non-Equity Incentive
Plan Compensation ($)
    All Other Compensation
($)
   

Total

($)

 
Director     2021     $ 51,600     $ 0     $ 0     $ 17,876     $ 0     $ 0     $ 69,876  
Steven Burns (1)     2020     $ 58,000     $ 0     $ 0     $ 17,876     $ 0     $ 0     $ 75,876  
                                                                 
Director     2021     $ 10,000     $ 0     $ 0     $ 17,876     $ 0     $ 0     $ 27,876  
Alfred D’Agostino (2)     2020     $ 10,000     $ 0     $ 0     $ 17,876     $ 0     $ 0     $ 27,876  
                                                                 
Director     2021     $ 10,000     $ 0     $ 0     $ 17,876     $ 0     $ 0     $ 27,876  
Thomas Toto (3)     2020     $ 10,000     $ 0     $ 0     $ 17,876     $ 0     $ 0     $ 27,876  
                                                                 
Director     2021     $ 10,000     $ 0     $ 0     $ 17,876     $ 0     $ 0     $ 27,876  
Dean Janeway (4)     2020     $ 10,000     $ 0     $ 0     $ 17,876     $ 0     $ 0     $ 27,876  

 

1. Mr. Burns was appointed as a director of the Company on January 24, 2013.
   
2. Mr. D’Agostino was appointed as a director of the Company on January 24, 2013.
   
3. Mr. Toto was appointed as a director of the Company on January 24, 2013.
   
4. Mr. Janeway was appointed as a director of the Company on January 24, 2013.

 

 

Employment
Agreements

 

Carl
Wolf

 

On
March 5, 2012 MamaMancini’s entered into an Employment Agreement with Mr. Carl Wolf as Chief Executive Officer for a term of 3
years. Mr. Wolf’s employment agreement automatically renews for successive one-year terms, unless the Company gives written notice
of non-renewal not less than six (6) months prior to an anniversary date or until terminated as set forth herein. Mr. Wolf’s employment
agreement was renewed for a period of one year on March 5, 2020. As compensation for his services Mr. Wolf’s compensation was increased
to $190,000 per year effective November 1, 2017. Such base salary is reviewed yearly with regard to possible increase. In addition, Mr.
Wolf is eligible to receive an annual bonus as determined by the Board. As part of the agreement, Mr. Wolf is subject to confidentiality
provisions regarding MamaMancini’s, and certain covenants not to compete. Mr. Wolf is also entitled to receive Termination Payments
(as defined Section 11.1 of Mr. Wolf’s Employment Agreement) in the event his employment is terminated in conjunction with the
following:

 

Reason
for Termination
  Payment
to be Received
Death   Termination
Payments (1)
Disability   Termination
Payments plus 12 months Base Salary
Without
Cause
  Termination
Payments plus lesser of 12 months Base Salary or remaining Initial Term of employment
For
Cause
  Termination
Payments minus any yearly bonus

 

  (1) Termination
Payment equals: (i) any unpaid Base Salary through the date of termination, (ii) any Bonus for the year in which such termination
occurs prorated as of the date of termination, (iii) accrued and unpaid vacation pay for the year in which such termination occurs
prorated as of the date of termination, (iv) any sums due under any of MamaMancini’s benefit plans, and (v) any unreimbursed
expenses incurred by the Employee on MamaMancini’s behalf.

 

Matthew
Brown

 

On
March 5, 2012 MamaMancini’s entered into an employment agreement with Mr. Matthew Brown as President of MamaMancini’s for
an initial term of 3 years. Mr. Brown’s employment agreement automatically renews for successive one-year terms, unless the Company
gives written notice of non-renewal not less than six (6) months prior to an anniversary date or until terminated as set forth herein.
Mr. Brown’s employment agreement was renewed for a period of one year on March 5, 2020. As compensation for his services, Mr. Brown
receives a base salary of $186,000 per year. Such base salary is reviewed yearly with regard to possible increase. In addition, Mr. Brown
is eligible to receive an annual bonus as determined by the Board. As part of the agreement, Mr. Brown is subject to confidentiality
provisions regarding MamaMancini’s, and certain covenants not to compete. Mr. Brown is also entitled to receive Termination Payments
(as defined in Section 11.1 of Mr. Brown’s Employment Agreement) in the event his employment is terminated in conjunction with
the following:

 

Reason
for Termination
  Payment
to be Received
Death   Termination
Payments (1)
Disability   Termination
Payments plus 12 months Base Salary
Without
Cause
  Termination
Payments plus lesser of 12 months Base Salary or remaining Initial Term of employment
For
Cause
  Termination
Payments minus any yearly bonus

 

  (1) Termination
Payment equals: (i) any unpaid Base Salary through the date of termination, (ii) any Bonus for the year in which such termination
occurs prorated as of the date of termination, (iii) accrued and unpaid vacation pay for the year in which such termination occurs
prorated as of the date of termination, (iv) any sums due under any of MamaMancini’s benefit plans, and (v) any unreimbursed
expenses incurred by the Employee on the MamaMancini’s behalf.

 

 

Lawrence
Morgenstein

 

On
April 1, 2018 MamaMancini’s entered into an employment agreement with Lawrence Morgenstein as Chief Financial Officer of MamaMancini’s
for an initial term of one year. Unless terminated, Mr. Morgenstein’s employment agreement automatically renews for successive
one-year terms. As compensation for his services, Mr. Morgenstein receives a base salary of $125,000 per year and is eligible for a year-end
bonus of up to $25,000. Such base salary is reviewed yearly with regard to possible increase. In addition, Mr. Morgenstein is eligible
to receive an annual bonus as determined by the Board. In addition, Mr. Morgenstein was initially granted an option to acquire 30,000
shares of Company Common Stock, vesting 7,500 shares per half year. As part of the agreement, Mr. Morgenstein is subject to confidentiality
provisions regarding MamaMancini’s, and certain covenants not to compete.

 

SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND

RELATED
STOCKHOLDER MATTERS

 

The
following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common stock
as of April 12, 2021 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned
directly and the shareholders listed possess sole voting and investment power with respect to the shares shown.

 

Name
of Beneficial Owner(1)
  Shares     Percent
(2)
 
             
5%
or Greater Stockholders (other than Executive Officers and Directors)
               
None                
                 
Named
Executive Officers and Directors
               
Carl
Wolf
    7,223,248 (3)     20.29 %
Matthew
Brown
    5,629,921 (4)     15.81 %
Lawrence
Morgenstein
    25,000 (5)     *  
Steven
Burns
    1,501,310 (6)     4.14 %
Alfred
D’Agostino
    1,060,242 (7)     2.93 %
Thomas
Toto
    896,110 (8)     2.47 %
Dean
Janeway
    441,003 (9)     1.22 %
Patrick
Connor Haley
    1,686,799 (10)     4.74 %
Michael
Stengel
    5,000 (11)     *  
All
executive officers and directors as a group (9 persons)
    18,601,965       51.05 %(2)

 

 

*Less
than 1%

 

  (1) Beneficial
ownership is determined in accordance with Rule 13d-3(a) of the Exchange Act and generally includes voting or investment power with
respect to securities. In determining beneficial ownership of our Common Stock, the number of shares shown includes shares which
the beneficial owner may acquire upon exercise of debentures, warrants and options which may be acquired within 60 days. In determining
the percent of Common Stock owned by a person or entity on April 12, 2021, (a) the numerator is the number of shares of the class
beneficially owned by such person or entity, including shares which the beneficial ownership may be acquire within 60 days of April
12, 2021 on exercise of warrants and options and (b) the denominator is the sum of (i) the total shares of that class outstanding
on April 12, 2021 (35,608,474 shares of Common Stock).  Unless otherwise stated, each beneficial owner has sole power to
vote and dispose of its shares. The address of each of the holders is 25 Branca Road, East Rutherford, NJ 07073.
     
  (2) Figures
may not add up due to rounding of percentages.

 

  (3) The
amount includes 6,170,356 shares held jointly with Ms. Marion F. Wolf and 1,052,892 shares held directly by Mr. Wolf. Ms. Wolf is
the wife of Mr. Carl Wolf. Mr. Wolf maintains full voting control of such shares.
     
  (4) 5,401,823
of the shares are held jointly with Ms. Karen Wolf and 228,098 shares are held by Mr. Brown. Ms. Wolf is the wife of Mr. Matthew
Brown. Mr. Brown maintains full voting control of such shares.
     
  (5) Includes
25,000 stock options which are currently exercisable.
     
  (6) This
amount includes 130,397 shares held by Steven Burns, 84,074 shares held by Milvia Burns, Mr. Burns’ wife and 1,136,839 shares
held by Point Prospect, Inc., a corporation which is wholly-owned by Steven Burns. Share total also includes options to purchase
150,000 shares of common stock.
     
  (7) This
amount includes 126,938 shares directly held by Alfred D’Agostino, 783,304 shares held by Alfred D’Agostino Revocable
Living Trust 11/6/2009, of which Alfred D’Agostino is the beneficial owner. Share total also includes an option to purchase
150,000 shares of common stock.
     
  (8) This
amount includes 679,443 held by Thomas Toto and 66,667 held by Thomas and Andrea Toto, for which Thomas Toto is the beneficial owner.
Share total also includes an option to purchase 150,000 shares of common stock.
     
  (9) This
amount includes 275,109 shares held by Dean Janeway and 15,894 owned by Mary Janeway & Dean Janeway Jt. Ten. Share total also
includes an option to purchase 150,000 shares of common stock.
     
  (10) Includes
shares held by Alta Fox Opportunities Fund, LP. Alta Fox GenPar, LP serves as general partner of Alta Fox Opportunities Fund, LP
and may be deemed to indirectly beneficially own securities held by Alta Fox Opportunities Fund, LP.  Alta Fox Equity,
LLC serves as the general partner of Alta Fox GenPar, LP, which serves as general partner of Alta Fox Opportunities Fund, LP, and
Alta Fox Equity, LLC may be deemed to indirectly beneficially own securities held by Alta Fox Opportunities Fund, LP. Alta Fox Capital
Management, LLC acts as an investment adviser to, and manages investment and trading accounts of Alta Fox Opportunities Fund, LP
and may be deemed to indirectly beneficially own securities held by Alta Fox Opportunities Fund, LP. Mr. Haley is the Manager of
Alta Fox Capital Management, LLC and may be deemed to indirectly beneficially own securities held by Alta Fox Opportunities Fund,
LP.
     
  (11) This
amount includes 5,000 shares purchased by the holder in April 2021.

 

 

TRANSACTIONS
WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS AND DIRECTOR INDEPENDENCE

 

Meatball
Obsession, LLC

 

A
current director of the Company is the chairman of the board and shareholder of Meatball Obsession LLC (“MO”).

 

For
the years ended January 31, 2021 and 2020, the Company generated approximately $0 and $53,984 in revenues from MO, respectively.

 

As
of January 31, 2021 and 2020, the Company had a receivable of $0 and $1,604 due from MO, respectively.

 

WWS,
Inc.

 

Alfred
D’Agostino and Tom Toto, two directors of the Company, are affiliates of WWS, Inc.

 

For
the years ended January 31, 2021 and 2020, the Company recorded $48,000 and $48,000 in commission expense from WWS, Inc. generated sales,
respectively.

 

Notes
Payable – Related Party

 

During
the year ended January 31, 2016, the Company received aggregate proceeds of $125,000 from notes payable with the CEO of the Company.
The notes bear interest at a rate of 4% per annum and matured on December 31, 2016. The notes were subsequently extended until January
2024. As of January 31, 2021 and 2020, the outstanding principal balance of the notes was $0 and $109,844, respectively.

 

The
Company received advances from the CEO of the Company which bear interest at 8%. The advances were due on January 2024. At January 31,
2021 and 2020, there was $0 and $400,000 of principal outstanding, respectively.

 

The
Company received advances from an entity 100% owned by the CEO of the Company, which bear interest at 8%. The advances were due on January
2024. At January 31, 2021 and 2020, there was $0 and $132,000 of principal outstanding, respectively.

 

For
the years ended January 31, 2021 and 2020, the Company recorded interest expense of $23,550 and $44,131, respectively, related to the
above related party notes payable. At January 31, 2021 and 2020, there was $0 and $2,863, respectively, of accrued interest on the above
related party notes.

 

Other
Related Party Transactions

 

During
the years ended January 31, 2021 and 2020, the Company reimbursed an entity 100% owned by the CEO of the Company for certain investor
relation conference expenses totaling $29,503 and $15,722, respectively.

 

During
the year ended January 31, 2021, members of the board of directors and officers exercised 940,807 warrants with exercise price of $1
in exchange for 940,807 shares of common stock.

  

 

Director
Independence

 

As
of May 10, 2021, of our eight (8) directors, Tom Toto, Alfred D’Agostino, Dean Janeway, Patrick Connor Haley and
Michael Stengel are considered “independent” in accordance with Rule 4200(a)(15) of the NASDAQ Marketplace Rules.
The remaining three (3) directors are not considered “independent”. Therefore, a majority of the board is independent.

 

EXPERTS

 

Our
financial statements for the fiscal years ended January 31, 2021 and January 31, 2020 along with the related consolidated statements
of operations, stockholders’ equity and cash flows in this prospectus have been audited by Rosenberg Rich Baker Berman, P.A. of
Somerset, New Jersey, independent registered public accounting firm, to the extent and for the periods set forth in their report, and
are set forth in this prospectus in reliance upon such report given upon the authority of them as experts in auditing and accounting.

 

WHERE
YOU CAN FIND MORE INFORMATION

 

Our
filings are available to the public at the SEC’s web site at www.sec.gov. You may also read and copy any document with the SEC
at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Further information on the Public Reference Room
may be obtained by calling the SEC at 1-800-SEC-0330.

 

We
have filed a registration statement on Form S-1 with the SEC under the Securities Act for the common stock offered by this prospectus.
This prospectus does not contain all of the information set forth in the registration statement, certain parts of which have been omitted
in accordance with the rules and regulations of the SEC. For further information, reference is made to the registration statement and
its exhibits. Whenever we make references in this prospectus to any of our contracts, agreements or other documents, the references are
not necessarily complete and you should refer to the exhibits attached to the registration statement for the copies of the actual contract,
agreement or other document.

 

The
SEC allows the Company to “incorporate by reference” information into this Prospectus. This means that Stem can disclose
important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference
is considered to be a part of this Prospectus and later information that the Company files with the SEC will automatically update and
supersede the information included in this Prospectus. This document incorporates by reference the documents that are listed below that
the Company has previously filed with the SEC, except to the extent that any information contained in such filings is deemed “furnished”
in connection with SEC rules.

 

  The
Company’s Annual Reports on Form 10-K for the fiscal years ended January 31, 2021 and January 31, 2020, filed with the SEC
on April 21, 2021 and April 23, 2020, respectively and the Company’s Quarterly Reports on Form 10-Q filed on June 15, 2021,
September 14, 2021 and December 14, 2021, respectively.
     
  The
Company’s Current Reports on Form 8-K, filed with the SEC on May 7, 2020 and June 17, 2020.

 

Notwithstanding
the statements in the preceding paragraphs, no document, report or exhibit (or portion of any of the foregoing) or any other information
that Stem has “furnished” to but not “filed” with the SEC pursuant to the Exchange Act shall be incorporated
by reference in this Prospectus.

 

The
Company also incorporates by reference any documents that it may subsequently file with the SEC pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act (i) after the date of this Prospectus and prior to the date of the Special Meeting or (ii) after the date
of the initial registration statement and prior to the effectiveness of the registration statement, other than the portions of such documents
not deemed to be filed.

 

Any
statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference in this Prospectus is
deemed to be modified or superseded to the extent that a statement contained herein or in any subsequently filed document that also is,
or is deemed to be, incorporated by reference herein modified or superseded such statement. Any statement so modified or superseded will
not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.

 

The
Company has supplied all the information contained in or incorporated by reference into this Prospectus relating to the Company.

 

 

You
can obtain any of the documents incorporated by reference into this Prospectus from the Company or from the SEC through the SEC’s
website at www.sec.gov. Documents incorporated by reference are available from the Company without charge, excluding any exhibits
to those documents, unless the exhibit is specifically incorporated by reference as an exhibit into this Prospectus. You may request
a copy of such documents by contacting the Company in writing or by telephone to the Company at the following addresses:

 

MamaMancini’s
Holdings, Inc.

25
Branca Road

East
Rutherford, NJ 07073

(201)
531-1212

 

INCORPORATION
OF CERTAIN MATERIAL BY REFERENCE

 

See
“Where You Can Find More Information”, above.

 

DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

 

The
Securities and Exchange Commission’s Policy on Indemnification

 

Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the company pursuant to any provisions contained in its Articles of Incorporation, Bylaws, or otherwise, the registrant has
been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of registrant’s legal counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether indemnification is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.

 

FINANCIAL
STATEMENTS

 

The
SEC allows the Company to incorporate certain information into this document by reference to other information that has been filed with
the SEC. The information incorporated by reference is deemed to be part of this document, except for any information that is superseded
by information in this document or by more recent information incorporated by reference into this document. The documents that are incorporated
by reference contain important information about the companies, and you should read this document together with any other documents incorporated
by reference in this document.

 

This
document incorporates by reference the following documents that have previously been filed with the SEC by the Company:

 

  The
Company’s Annual Reports on Form 10-K for the fiscal years ended January 31, 2021 and January 31, 2020, filed with the SEC
on April 21, 2021 and April 23, 2020, respectively and the Company’s Quarterly Reports on Form 10-Q filed on June 15, 2021,
September 14, 2021 and December 14, 2021, respectively.
     
  The
Company’s Current Reports on Form 8-K, filed with the SEC on May 7, 2020 and June 17, 2020.

 

In
addition, the Company is incorporating by reference (i) any documents they may file under Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act on or after the date of the initial registration statement on Form S-1 filed by the Company on February 7, 2020.

 

You
may request copies of this Prospectus and any of the documents incorporated by reference herein or certain other information concerning
the Company, without charge, upon written or oral request to the Company’s principal executive offices. The respective addresses
and phone numbers of such principal executive offices are included in this Prospectus.

  

 

This
prospectus is part of a registration statement we filed with the SEC. You should rely only on the information or representations provided
in or incorporated by reference into this prospectus. We have not authorized anyone else to provide you with different information. You
should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front
of those documents.

 

No
dealer, salesperson or any other person has been authorized to give any information or to make any representations other than those contained
in or incorporated by reference in this prospectus in connection with the offer made by this prospectus, and, if given or made, such
information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer
to sell, or a solicitation of an offer to buy any security other than the securities offered hereby, nor does it constitute an offer
to sell or a solicitation of any offer to buy any of the shares offered by anyone in any jurisdiction in which such offer or solicitation
is not authorized, or in which the person making such offer or solicitation is not qualified to do so, or to any person to whom it is
unlawful to make such offer or solicitation.

 

Neither
the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implication that the information
contained herein is correct as of any time subsequent to the date hereof.

 

The
date of this prospectus is June 8, 2021.

  

 

PART
II

 

INFORMATION
NOT REQUIRED IN PROSPECTUS

 

Item
13. Other Expenses of Issuance and Distribution

 

Although
we will receive no proceeds from the sale of shares pursuant to this prospectus, we have agreed to bear the costs and expenses of the
registration of the shares. Our expenses in connection with the issuance and distribution of the securities being registered are estimated
as follows:

 

Nature
of expense
  Amount  
SEC
Registration fee
  $ 1,179.26  
Accounting
fees and expenses
  $ 5,000.00  
Legal
fees and expenses
  $ 5,000.00  
Printing
expenses
  $ 3,000.00  
Miscellaneous   $ 1,000.00  
         
TOTAL   $ 15,179.26  

 

All
amounts are estimates other than the Securities and Exchange Commission’s registration fee. We are paying all expenses of the offering
listed above through advances to the Company by the Company’s founding shareholders. No portion of these expenses will be borne
by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including
any brokerage commissions or costs of sale.

 

Item
14. Indemnification of Directors and Officers

 

Pursuant
to our Certificate of Incorporation and By-Laws, we may indemnify an officer or director who is made a party to any proceeding, including
a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. In certain
cases, we may advance expenses incurred in defending any such proceeding. To the extent that the officer or director is successful on
the merits in any such proceeding as to which such person is to be indemnified, we must indemnify him against all expenses incurred,
including attorney’s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably
incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The prior discussion of
indemnification in this paragraph is intended to be to the fullest extent permitted by the laws of the State of Nevada.

 

Indemnification
for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors or officers pursuant to the foregoing
provisions. However, we are informed that, in the opinion of the Commission, such indemnification is against public policy, as expressed
in the Act and is, therefore, unenforceable.

 

Item
15. Recent Sales of Unregistered Securities

 

Below is a list of securities sold by us from
February 1, 2020 through April 19, 2021 which were not registered under the Securities Act.

 

Common Stock:

 

The Company issued an aggregate of
3,612,490 Shares during this period, 3,588,490 of which were the result of the exercise of o