Related Party Transactions |
12 Months Ended |
|---|---|
Jan. 31, 2026 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | Related Party Transactions Promissory Note – Related Party Upon consummation of the acquisition of T&L in December 2021, the Company executed a $3 million promissory note with the sellers. The promissory note requires annual principal payments of $750 thousand, payable on each anniversary of the closing, together with accrued interest at a rate of three and one-half percent (3.5%) per annum. As of January 31, 2026 and January 31, 2025, the outstanding balance under the note was $0 and $0.8 million, respectively. For the fiscal years ended January 31, 2026, 2025, and 2024 interest expense for this note was approximately $24 thousand, $50 thousand, and $77 thousand, respectively. As of January 31, 2026 and January 31, 2025, accrued interest was approximately $0 and $2 thousand, respectively. Lease – Related Party The Company leases a facility in Farmingdale, NY from 148 Allen Blvd LLC for production and distribution of T&L and Olive Branch products. 148 Allen Blvd LLC is owned by Anthony Morello, Jr., President of T&L and various individuals related to Mr. Morello. This lease term is through November 30, 2031 with the option to extend the lease for two additional ten-year terms with base rent of approximately $20 thousand per month through December 31, 2026, increasing after that date to approximately $24 thousand through the end of the initial lease term. The exercise of optional renewal is uncertain and therefore excluded from the calculation of the right of use asset. Rent expense and other ancillary charges pursuant to the lease for the fiscal years ended January 31, 2026, 2025, and 2024 was $355 thousand, $322 thousand and $343 thousand, respectively. Chef Inspirational Foods, LLC As noted above in Note 1, the Company acquired a 24% minority interest in CIF on June 28, 2022 and acquired the remaining interest on June 28, 2023. For the period from February 1, 2023 to June 28, 2023 the Company recorded sales to CIF of approximately $10.9 million. For the year ended January 31, 2024, the Company recorded commission expenses and consulting service expenses of approximately $267 thousand to CIF. On June 28, 2023 the Company entered into a promissory note with the sellers of CIF. During the fiscal year ended January 31, 2026, the Company issued 184,286 shares of common stock of the Company, valued at approximately $1.5 million, in fulfillment of the final payment obligation. As of January 31, 2026 and January 31, 2025, the outstanding balance under this note was $0 and $1.5 million, respectively.
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