UNITED STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



Form 10-K/A











|[X] | ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|--- | -----------------------------------------------------------------------------------------



For
the fiscal year ended December 28, 2019



|[  ] | TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|---- | ---------------------------------------------------------------------------------------------



Commission
File Number: 1-9009



TOFUTTI
BRANDS INC.

(Exact
name of registrant as specified in its charter)



|Delaware                                                                                                |  | 13-3094658                                                  
|------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------
|(State
        or other jurisdiction
        of
        incorporation or organization)                  |  | (I.R.S.
        Employer
        Identification
        No.)
|                                                                                                        |  |                                                             
|50
        Jackson Drive, Cranford, New Jersey
        (Address
        of principal executive offices) |  | 07016
        (Zip
        Code)                            



(908)
272-2400

(Registrant’s
telephone number, including area code)



Securities
registered pursuant to Section 12(b) of the Act: None



Securities
registered pursuant to Section 12(g) of the Act:



|Title
of each class                         |  | Trading
    Symbol(s) |  | Name
    of each exchange on which registered
|------------------------------------------- |  | --------------------- |  | ---------------------------------------------
|Common
    Stock, par value $0.01 per share |  | TOFB                  |  | None                                         



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.



Yes
[  ]   No [X]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.



Yes
[  ]   No [X]



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.



Yes
[X]   No [  ]



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X]     No [  ]



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]



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



|Large
    accelerated filer [  ]                                             | Accelerated
    filer [  ]      
|---------------------------------------------------------------------------- | --------------------------------
|Non-accelerated
    filer [  ] (Do not check if a smaller reporting company)
|Smaller
    reporting company[  ]                                            | Emerging
    growth company [  ]



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
[  ]



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)

Yes
[  ] No [X]



The
aggregate market value of the voting stock held by non-affiliates of the Registrant as of the most recently completed second fiscal
quarter: $5,246,695.



As
of April 20, 2020, the issuer had 5,153,706 shares of common stock, par value $0.01, outstanding.




















EXPLANATORY
NOTE



Tofutti
Brands Inc. (the “Company”) is filing this Amendment No. 1 (the “Amendment”) to the Annual Report on Form
10-K, filed on April 21, 2020 (the “Original Form 10-K”), solely to disclose that the Company had filed the Original
Form 10-K after the March 28, 2020 deadline applicable to the Company for the filing of its Form 10-K in reliance on the 45-day
extension provided by an order issued by the U.S. Securities and Exchange Commission (the “SEC”) under Section 36
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Modifying Exemptions From the Reporting and
Proxy Delivery Requirements for Public Companies, dated March 25, 2020 (Release No. 34-88465) (the “Order”).



On
March 27, 2020, the Company filed a Current Report on Form 8-K to indicate its intention to rely on the Order for such extension.
Consistent with the Company’s statements made in the Form 8-K, the Company was unable to file the Original Form 10-K until
April 21, 2020 because of the impact of the COVID-19 pandemic, which, among other things, due to travel limitations and the requirements
of “social distancing,” adversely impacted the Company’s ability to complete its filing on a timely basis. The
impact of COVID-19 on the Company was exacerbated because of the Company’s small accounting staff. In addition, the need
for the personnel of the Company’s auditor to work remotely delayed their ability to complete the audit of the Company.
Further, the Company’s management team was not able to devote the requisite time and attention to prepare and finalize the
Original Form 10-K prior to the deadline of March 28, 2020, as it has had to address the various business and operational issues
resulting from Covid-19.



As
required by Rule 12b-15 under the Exchange Act, the Company is including in this Amendment certifications from its Chief Executive
Officer and Chief Financial Officer as required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act as exhibits to this Amendment.
Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure
with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. We are not
including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with
this Amendment.



Except
as described above, this Amendment does not modify or update disclosures in, or exhibits to, the Original Form 10-K. Furthermore,
this Amendment does not change any previously reported financial results, nor does it reflect events occurring after the filing
of the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and the Company’s
filings with the SEC subsequent to the filing of the Original Form 10-K.











PART
IV



Item
15. Exhibits, Financial Statement Schedules.



|(c)  |  | Exhibits                                                                                                                         
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                  
|31.1 |  | Certification by Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
|31.2 |  | Certification by Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended











SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report
to be signed on its behalf by the undersigned, thereunto duly authorized on May 14, 2020.



| | TOFUTTI
    BRANDS INC.      
| | -----------------------------
| | (Registrant)                 
| |                              
| | /s/
    David Mintz          
| | David
    Mintz              
| | Chairman
    of the Board and
| | Chief
    Executive Officer  



| | /s/
    Steven Kass                         
| | --------------------------------------------
| | Steven
    Kass                             
| | Secretary,
    Treasurer and Chief Financial
| | and
    Principal Accounting Officer