UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth under Items 8.01 is incorporated herein by reference into this Item 5.02.
Item 8.01 Other Information.
On October 27, 2023, the board of directors (the “Board”) of Mama’s Creations, Inc. (the “Company”) approved Indemnification Agreements for the members of its Board (collectively, the “Indemnitees”). The Indemnification Agreements supplement indemnification provisions already contained in the Company’s Amended and Restated Bylaws and, subject to certain exceptions, generally provide that the Company will indemnify the Indemnitees to the fullest extent permitted by applicable law against expenses, judgments, fines and other amounts incurred in connection with their service as a director or officer and also provide for rights to advancement of expenses. Further, under each Indemnification Agreement, the Indemnitee is presumed to have satisfied the applicable standard of conduct under Delaware law required for indemnification, and the Company will have the burden of proof to overcome that presumption and establish that Indemnitee is not so entitled.
The foregoing description of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Indemnification Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 10.1 | Form of Indemnification Agreement by and between Mama’s Creations, Inc. and its directors | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| (Registrant) | ||
| Mama’s Creations, Inc. | ||
| By: | /s/ Adam L. Michaels | |
| Name: | Adam L. Michaels | |
| Title: | Chief Executive Officer | |
| Dated: November 2, 2023 | ||