ALTS / ALT5 Sigma Corporation - Документы SEC, Годовой отчет, Доверенное заявление

ALT5 Sigma Corporation Announces $WLFI Holdings Rise to Approximately 7.28 Billion Tokens ● $WLFI treasury strategy now valued at approximately $1.3B ● $WLFI token currently available for trading on certain established crypto exchanges

Exhibit 99.1 September 4, 2025 11:30 AM ALT5 Sigma Corporation Announces $WLFI Holdings Rise to Approximately 7.28 Billion Tokens ● $WLFI treasury strategy now valued at approximately $1.3B ● $WLFI token currently available for trading on certain established crypto exchanges ALT5 Sigma Corporation (the “Company,” “our” or “ALT5”) (NASDAQ: ALTS) (FRA:5AR1), a fintech specializing in turnkey, crypto

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 4, 2025 ALT5 SIGMA CORPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 4, 2025 ALT5 SIGMA CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-19621 41-1454591 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 25, 2025 ALT5 SIGMA CORPORA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 25, 2025 ALT5 SIGMA CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-19621 41-1454591 (State or other jurisdiction of incorporation) (Commission Fil

SECOND AMENDMENT TO BYLAWS ALT5 SIGMA CORPORATION

Exhibit 3.1 SECOND AMENDMENT TO BYLAWS OF ALT5 SIGMA CORPORATION This Second Amendment (the “Amendment”) to the Bylaws of ALT5 Sigma Corporation, a Nevada corporation (formerly known as APPLIANCE RECYCLING CENTERS OF AMERICA, INC. and JANONE INC.) (the “Corporation”), shall be, and hereby is, adopted and effective upon the unanimous written consent of the Board of Directors of the Corporation (the

ALT5 Sigma Corporation Announces Closing of $1.5 Billion Registered Direct Offering and Concurrent Private Placement to Initiate World Liberty Financial $WLFI Treasury Strategy

Exhibit 99.1 ALT5 Sigma Corporation Announces Closing of $1.5 Billion Registered Direct Offering and Concurrent Private Placement to Initiate World Liberty Financial $WLFI Treasury Strategy ● Zach Witkoff, Co-Founder and CEO of World Liberty Financial, Inc., the company behind USD1, the fastest growing stablecoin in the world, becomes Chairman of the Board of Directors of ALT5; ● Eric Trump become

COMMON STOCK PURCHASE WARRANT ALT5 SIGMA CORPORATION

Exhibit 4.6 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 12, 2025 ALT5 SIGMA CORPORA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 12, 2025 ALT5 SIGMA CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-19621 41-1454591 (State or other jurisdiction of incorporation) (Commission Fil

PRE-FUNDED COMMON STOCK PURCHASE WARRANT ALT5 SIGMA CORPORATION

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Compensation Recoupment (Clawback) Policy

ALT5 SIGMA CORPORATION POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A

Table of Contents 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, 2024 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 000-19621 ALT5 SIGMA CORPORATION (Exact name of regis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 28, 2025 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 0-19621 ALT5 SIGMA CORPORATION (Exact name of regis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 12, 2025 ALT5 SIGMA CORPORA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 12, 2025 ALT5 SIGMA CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-19621 41-1454591 (State or other jurisdiction of incorporation) (Commission Fil

Form of PIPE Pre-Funded Warrant

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Amended Certification of Stock Designation of Series B Preferred Stock

Exhibit 4.4

Amended Certification of Stock Designation of Series Q Convertible Preferred Stock

Exhibit 4.3

Form of Private Placement Securities Purchase Agreement, dated as of August 11, 2025, between ALT5 Sigma Corporation and each Purchaser (as defined therein)

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 11, 2025, between ALT5 Sigma Corporation, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions

Form of Lock-Up Agreement

Exhibit 10.6 MANAGEMENT LOCK-UP AGREEMENT , 2025 Re: Securities Purchase Agreement, dated as of [], 2025 (the “Purchase Agreement”), between ALT5 Sigma Corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”) Ladies and Gentlemen: Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the me

Form of Registered Offering Securities Purchase Agreement, dated as of August 11, 2025, between ALT5 Sigma Corporation and each Purchaser (as defined therein)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [●], 2025, between ALT5 Sigma Corporation, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set fo

ALT5 Sigma Corporation 100,000,000 Shares of Common Stock

PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (To Prospectus dated August 8, 2025) Registration No.

RD Placement Agency Agreement, dated August 11, 2025, between ALT5 Sigma Corporation and A.G.P./Alliance Global Partners

Exhibit 10.3 [*], 2025 ALT5 Sigma Corporation 325 E. Warm Springs Road, Suite 102 Las Vegas, NV 89119 Attn: Peter Tassiopoulos Dear Mr. Tassiopoulos: Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners (the “Placement Agent”), as the sole placement agent, and ALT5 Sigma Corporation, a Nevada corporation (the “Company”), the parties

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 11, 2025 ALT5 SIGMA CORPORA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 11, 2025 ALT5 SIGMA CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-19621 41-1454591 (State or other jurisdiction of incorporation) (Commission Fil

Amended Certification of Stock Designation of Series I Convertible Preferred Stock

Exhibit 4.5

 ALT5 SIGMA CORPORATION Up to $1,000,000,000 of Common Stock

PROSPECTUS SUPPLEMENT (To Prospectus dated August 8, 2025) Filed Pursuant to Rule 424(b)(5) Registration No.

Form of Registration Rights Agreement, dated as of August 11, 2025, between ALT5 Sigma Corporation and each Purchaser (as defined therein)

Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 11, 2025, between ALT5 Sigma Corporation., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase

PIPE Placement Agency Agreement, dated August 11, 2025, between ALT5 Sigma Corporation and A.G.P./Alliance Global Partners

Exhibit 10.4 [*], 2025 ALT5 Sigma Corporation 325 E. Warm Springs Road, Suite 102 Las Vegas, NV 89119 Attn: Peter Tassiopoulos Dear Mr. Tassiopoulos: Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners (the “Placement Agent”), as the sole placement agent, and ALT5 Sigma Corporation, a Nevada corporation (the “Company”), the parties

ATM Sales Agreement, dated August 11, 2025 by and between ALT5 Sigma Corporation and A.G.P./Alliance Global Partners.

Exhibit 10.8 ALT5 Sigma Corporation COMMON STOCK SALES AGREEMENT August 11, 2025 A.G.P./Alliance Global Partners 590 Madison Avenue New York, NY 10022 Ladies and Gentlemen: ALT5 Sigma Corporation, a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (the “Sales Agent”), as follows: 1. Issuance and Sale of Shares. The Company agrees th

ALT5 Sigma Corporation Announces $1.5 Billion Registered Direct Offering and Concurrent Private Placement to Initiate World Liberty Financials’ $WLFI Treasury Strategy ALT5 continues its expansion as a leading provider of digital asset trading and pa

Exhibit 99.1 ALT5 Sigma Corporation Announces $1.5 Billion Registered Direct Offering and Concurrent Private Placement to Initiate World Liberty Financials’ $WLFI Treasury Strategy ALT5 continues its expansion as a leading provider of digital asset trading and payment solutions Upon the closing of the offerings, ALT5 will implement its $WLFI Treasury Strategy, holding approximately 7.5% of the tot

Form of Placement Agent Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

As filed with the Securities and Exchange Commission on August 7, 2025

As filed with the Securities and Exchange Commission on August 7, 2025 Registration No.

Form of Indenture with respect to Debt Securities

Exhibit 4.1 ALT5 SIGMA CORPORATION AND [INSERT NAME OF TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 202 Provisions of Trust Indenture Act of 1939 and Indenture to be dated as of , 202, between ALT5 SIGMA CORPORATION and [INSERT NAME OF TRUSTEE], Trustee: Cross references between the provisions of the Trust Indenture Act of 1939 and the Indenture dated as of , 202 between ALT5 SIGMA CORPORATION and [I

As filed with the Securities and Exchange Commission on August 1, 2025

As filed with the Securities and Exchange Commission on August 1, 2025 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Fee Filing Tables Form S-8 ALT5 Sigma Corporation Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered Proposed Max Offering Price Per Share Proposed Max Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.

As filed with the Securities and Exchange Commission on August 1, 2025

As filed with the Securities and Exchange Commission on August 1, 2025 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) ALT5 Sigma Corporation (Exact Name of Registrant as Specified in its Charter) Table 1.

ALT5 Sigma Reports Record First Quarter 2025 and Acquisition of Mswipe -Reports 3rd consecutive record quarter for Fintech segment- -Acquisition of Mswipe, to close early in Q2, will be accretive immediately upon close to both revenue and EBITDA- -Ca

ALT5 Sigma Reports Record First Quarter 2025 and Acquisition of Mswipe -Reports 3rd consecutive record quarter for Fintech segment- -Acquisition of Mswipe, to close early in Q2, will be accretive immediately upon close to both revenue and EBITDA- -Card Issuer offering, already integrated with ALT5 Pay, to be immediately made available to existing 1000+ ALT Customers- LAS VEGAS, NV / ACCESSWIRE / M

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2025 ALT5 Sigma Corporation (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

9323-9044 QUEBEC INC. (AKA: TECHNOLOGIES MSWIPE) FINANCIAL STATEMENTS April 30, 2025 (in United States dollars)

1 9323-9044 QUEBEC INC. (AKA: TECHNOLOGIES MSWIPE) FINANCIAL STATEMENTS April 30, 2025 (in United States dollars) 1755 BOULEVARD SAINT-REGIS, SUITE 200 DOLLARD-DES-ORMEAUX, QUÉBEC H9B 2M9 Tel: 514-328-9711 Cell: 514-983-8499 Email: [email protected] FLP 2 9323-9044 QUEBEC INC. (AKA: TECHNOLOGIES MSWIPE) Financial Statements April 30, 2025 (in United States dollars) INDEX Balance Sheet 5 Statemen

Unaudited Pro Forma Condensed Combined Financial Statement of ALT5 Sigma Corporation as of March 29, 2025, for the year ended December 28, 2024, and for the three months ended March 29, 2025

Exhibit 99.2 Unaudited Pro Forma Condensed Combined Financial Statement of ALT5 Sigma Corporation as of March 29, 2025, for the year ended December 28, 2024, and for the three months ended March 29, 2025 Introduction Mswipe Acquisition On May 13, 2025, ALT5 Sigma Corporation (the “Company” or “ALT5”) disclosed in Note 20 to its unaudited condensed financial statements filed in its Quarterly Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 27, 2025 ALT5 Sigma Corporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 27, 2025 ALT5 Sigma Corporation (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Num

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 30, 2025 ALT5 Sigma Corporation (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 21, 2025 ALT5 Sigma Corporation (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Numb

ALT5 SIGMA CORPORATION ANNOUNCES RECORD DATE FOR ALYEA THERAPEUTICS CORPORATION TRANSACTION

ALT5 SIGMA CORPORATION ANNOUNCES RECORD DATE FOR ALYEA THERAPEUTICS CORPORATION TRANSACTION LAS VEGAS, NEVADA / ACCESS Newswire / May 21, 2025 / ALT5 Sigma Corporation (the “Company” or “ALT5”) (NASDAQ: ALTS)(FRA: 5AR1), a fintech, providing next generation blockchain-powered technologies for tokenization, trading, clearing, settlement, payment, and safe-keeping of digital assets, today announces June 2, 2025 as the record date for the previously announced transaction involving further steps in the Company’s formal separation of its healthcare assets, known as Alyea Therapeutics Corporation (“Alyea”).

ALT5 Sigma Reports Record First Quarter 2025 and Acquisition of Mswipe -Reports 3rd consecutive record quarter for Fintech segment- -Acquisition of Mswipe, to close early in Q2, will be accretive immediately upon close to both revenue and EBITDA- -Ca

ALT5 Sigma Reports Record First Quarter 2025 and Acquisition of Mswipe -Reports 3rd consecutive record quarter for Fintech segment- -Acquisition of Mswipe, to close early in Q2, will be accretive immediately upon close to both revenue and EBITDA- -Card Issuer offering, already integrated with ALT5 Pay, to be immediately made available to existing 1000+ ALT Customers- LAS VEGAS, NV / ACCESSWIRE / M

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 13, 2025 ALT5 Sigma Corporation (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Form of a Promissory Note in favor of

STRAIGHT PROMISSORY NOTE Principal Amount: $676,471.00 Maturity Date: June 29, 2026 Issue Date: May 9, 2025 Las Vegas, Nevada FOR VALUE RECEIVED, ALT5 Sigma Corporation, a Nevada corporation (“ALT5”), promises to pay to the order of Peter Karam, an individual residing in the Turks and Caicos Islands, or the legal holder hereof (“Mr. Karam”), at c/o Karam & Missick Attorneys, Suite 203-204 Regent V

Form of a Common Stock Purchase Warrant, dated May 9, 2025.

COMMON STOCK PURCHASE WARRANT ALT5 SIGMA CORPORATION Shares of Warrant Stock: up to 54,250 Initial Exercise Date: May 9, 2025 Grant Date: May 9, 2025 THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Peter Karam or his assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and, subject to the provisions of Section 2(a), below, on or prior to 5:00 p.

Form of a Covenant Against Competition, dated May 9, 2025.

ADDENDUM TO EMPLOYMENT CONTRACT This ADDENDUM TO EMPLOYMENT CONTRACT (this “Addendum”), effective as of [*], 2025 (the “Effective Date”), by and between 9323-9044 Qc Inc.

Form of Securities Purchase Agreement with Mswipe Technologies, Inc., dated May 9, 2025.

SHARE PURCHASE AGREEMENT BY AND AMONG ALT5 SIGMA CORPORATION, a Nevada corporation ALT 5 SIGMA, INC.

Form of a Promissory Note in favor of Dr. Peter Francis Lue, dated May 9, 2025.

STRAIGHT PROMISSORY NOTE Principal Amount: $376,471.00 Maturity Date: June 29, 2026 Issue Date: May 9, 2025 Las Vegas, Nevada FOR VALUE RECEIVED, ALT5 Sigma Corporation, a Nevada corporation (“ALT5”), promises to pay to the order of Dr. Peter Francis Lue, an individual residing in the State of Florida, or the legal holder hereof (“Dr. Lue”), at c/o Meridian Group, La Vele Plaza, Grace Bay, Turks a

Form of a Common Stock Purchase Warrant, dated May 9, 2025.

COMMON STOCK PURCHASE WARRANT ALT5 SIGMA CORPORATION Shares of Warrant Stock: up to 391,500 Initial Exercise Date: May 9, 2025 Grant Date: May 9, 2025 THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Strada Carte Ltd.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 29, 2025 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 0-19621 ALT5 SIGMA CORPORATION (Exact name of regi

Form of a Common Stock Purchase Warrant, dated May 9, 2025.

COMMON STOCK PURCHASE WARRANT ALT5 SIGMA CORPORATION Shares of Warrant Stock: up to 54,250 Initial Exercise Date: May 9, 2025 Grant Date: May 9, 2025 THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Dr.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 28, 2025 ALT5 Sigma Corpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 28, 2025 ALT5 Sigma Corporation (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Nu

ALT5 Sigma Reports Strong Q4 and Full-Year 2024 Results, Achieves Milestones with Record Revenue, 1,000+ Customers, and Strategic Leadership Appointments

ALT5 Sigma Reports Strong Q4 and Full-Year 2024 Results, Achieves Milestones with Record Revenue, 1,000+ Customers, and Strategic Leadership Appointments •ALT5 Achieves Record-Breaking Q4 with $5.

List of Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of ALT5 Sigma Corporation: Name Jurisdiction of Incorporation JanOne Biotech Holdings Inc. Nevada ARCA Recycling, Inc. (1) California ARCA Canada Inc. Ontario, Canada Customer Connexx, LLC (1) Nevada GeoTraq Inc. Nevada ALT5 Sigma, Inc. Delaware Alyea Therapeutics Corporation Nevada ALT5 Sigma Canada, Inc. Ontario, Canada ALT5 Sigma ATM, Inc. Ontario, Canada ALT5 Markets,

ologies LLC, dated November 8, 2024

ASSET PURCHASE AND SALE AGREEMENT THIS ASSET PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as November , 2024 (the “Effective Date”), by and between ALT5 Sigma Corporation, or its permitted nominees, designees, or assignees (including a wholly-owned subsidiary of the Buyer to be formed in connection with transactions contemplated herein) with an address of 325 E.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 28, 2024 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 000-19621 ALT5 Sigma Corporation (Exact name of registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A

Table of Contents 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 30, 2023 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 000-19621 ALT5 SIGMA CORPORATION (Exact name of regis

ALT5 Sigma Announces Results of 2024 AGM and Corporate Update All resolutions were approved

ALT5 Sigma Announces Results of 2024 AGM and Corporate Update All resolutions were approved LAS VEGAS, NV / ACCESSWIRE / December 18, 2024 LAS VEGAS, NV / ACCESSWIRE / December 18, 2024 / ALT5 Sigma Corporation (NASDAQ: ALTS) (“ALT5” or the “Company”), a leading fintech firm offering next-generation blockchain-powered technologies for tokenization, trading, clearing, settlement, payment, and safekeeping of digital assets, today announced that all proposed binding resolutions were approved at its 2024 Annual General Meeting (AGM).

Regulation FD Disclosure, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 18, 2024 ALT5 SIGMA CORPORATION (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 19, 2024 ALT5 Sigma Corporation (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File

Non-binding Term Sheet between Alyea Technologies Corporation and Soin Bioscience LLC, dated November 19, 2024.

SUMMARY OF PROPOSED TERMS OF EQUITY CONTRIBUTION Background This summary of proposed terms (the “Term Sheet”) contains the basic terms to be included in future definitive documentation relating to the contribution of equity interests described below.

ALT5 Sigma Reports Fiscal Financial Results for Third Quarter 2024

ALT5 Sigma Reports Fiscal Financial Results for Third Quarter 2024 •Record quarter for ALT5 with Q3 revenue of $4.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 12, 2024 ALT5 Sigma Corporation (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File

Certificate of Designation of the Rights, Preferences, and Limitations of Series Q Convertible Preferred Stock, filed with the Secretary of State of the State of Nevada on November 8, 2024 (incorporated by reference to Exhibit 3.21 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 12, 2024)

CERTIFICATE OF DESIGNATION OF RIGHTS, PRIVILEGES, PREFERENCES, AND RESTRICTIONS OF SERIES Q CONVERTIBLE PREFERRED STOCK The undersigned, Tony Isaac, does hereby certify that: 1.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 28, 2024 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 0-19621 ALT5 Sigma Corporation (Exact name of

Form of Asset Purchase and Sale Agreement, dated November 8, 2024.

ASSET PURCHASE AND SALE AGREEMENT THIS ASSET PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as November , 2024 (the “Effective Date”), by and between ALT5 Sigma Corporation, or its permitted nominees, designees, or assignees (including a wholly-owned subsidiary of the Buyer to be formed in connection with transactions contemplated herein) with an address of 325 E.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the Appropriate Box: ☐ Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Defini

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the Appropriate Box: ☑ Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defini

ALT5 Sigma Appoints Peter Tassiopoulos as Chief Executive Officer

ALT5 Sigma Appoints Peter Tassiopoulos as Chief Executive Officer PRESS RELEASE • UPDATED: AUG 26, 2024 VEGAS, NV, August 26, 2024 (Newswire.

Employment Agreement, dated August 26, 2024.

EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into as of August 26, 2024 (the “Effective Date”), by and between Peter Tassiopoulos (the “Executive”) and ALT5 Sigma Corporation (f/k/a JanOne Inc.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 26, 2024 ALT5 Sigma Corporation (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File N

Form of Non-Convertible Debenture for the “Big Debenture,” dated August 20, 2024.

Exhibit 10.111 NON-CONVERTIBLE DEBENTURE DUE APRIL 28, 2025 Original Issue Date: August 20, 2024 Conditional Principal Amount: not less than $1,271,000.00 and not more than $1,784,00.00 THIS IS A NON-CONVERTIBLE DEBENTURE of ALT5 Sigma Corporation, a Nevada corporation (the “Company”), having its principal place of business at 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119 (this “Deb

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 20, 2024 ALT5 Sigma Corporation (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File N

Form of Common Stock Purchase Warrant for the “Small Warrant,” dated August 20, 2024.

Exhibit 10.115 COMMON STOCK PURCHASE WARRANT ALT5 SIGMA CORPORATION Shares of Warrant Stock: up to 90,909 Partial Initial Exercise Date: August 20, 2024 Grant Date: August 20, 2024 THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafte

Form of Common Stock Purchase Warrant for the “Big Warrant,” dated August 20, 2024.

Exhibit 10.112 COMMON STOCK PURCHASE WARRANT ALT5 SIGMA CORPORATION Shares of Warrant Stock: up to 400,000 Partial Initial Exercise Date: August 20, 2024 Grant Date: August 20, 2024 THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinaft

Form of Unit Purchase Agreement for the “Small Debenture” and “Small Warrant,” dated August 20, 2024.

Exhibit 10.113 UNIT PURCHASE AGREEMENT THIS UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of August 20, 2024, is between ALT5 Sigma Corporation, a company incorporated under the laws of the State of Nevada, with principal executive offices located at 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119 (the “Company”), and the investor signatory hereto (the “Buyer”). WITNESSETH WHER

Form of Non-Convertible Debenture for the “Small Debenture,” dated August 20, 2024.

Exhibit 10.114 NON-CONVERTIBLE DEBENTURE DUE APRIL 28, 2025 Original Issue Date: August 20, 2024 Conditional Principal Amount: not less than $288,864.17 and not more than $405,454.39 THIS IS A NON-CONVERTIBLE DEBENTURE of ALT5 Sigma Corporation, a Nevada corporation (the “Company”), having its principal place of business at 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119 (this “Debent

ALT5 SIGMA CORPORATION 3 Units (Consisting of (i) 1 Non-Convertible Debenture in the Principal Amount of up to $1,784,000 and 1 Warrant for the Purchase of up to 400,000 Shares of Common Stock at an Exercise Price of $1.71 per share and (ii) 2 Non-Co

PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (To Prospectus dated April 25, 2024) Registration No.

Form of Unit Purchase Agreement for the “Big Debenture” and “Big Warrant,” dated August 20, 2024.

Exhibit 10.110 UNIT PURCHASE AGREEMENT THIS UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of August 20, 2024, is between ALT5 Sigma Corporation, a company incorporated under the laws of the State of Nevada, with principal executive offices located at 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119 (the “Company”), and [*] as the investor signatory hereto (the “Buyer”). WITNESSE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 29, 2024 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 0-19621 ALT5 Sigma Corporation (Exact name of regis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 29, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on For

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 15, 2024 ALT5 Sigma Corporation (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Num

JANONE CONFIRMS NAME CHANGE TO ALT5 SIGMA CORPORATION AND NEW TICKER SYMBOL TO ALTS

Exhibit 99.1 JANONE CONFIRMS NAME CHANGE TO ALT5 SIGMA CORPORATION AND NEW TICKER SYMBOL TO ALTS LAS VEGAS, July 12, 2024—JanOne Inc. (Nasdaq: JAN), a multidisciplinary organization with a focus on fintech and healthcare, confirmed today that, as of market open on Monday, July 15, 2024, the Company’s new name will be “ALT5 Sigma Corporation” and its Nasdaq common stock ticker symbol will change to

Articles of Incorporation of ALT5 Sigma Corporation (the Name Change Subsidiary), filed with the Secretary of State for the State of Nevada on July 10, 2024 (incorporated by reference to Exhibit 3.19 of the Company’s Current Report on Form 8-K filed with the SEC on July 17, 2024)

Exhibit 3.19

Articles of Merger for ALT5 Sigma Corporation with and into JanOne Inc., filed with the Secretary of State for the State of Nevada on July 11, 2024, and effective on July 15, 2024 (incorporated by reference to Exhibit 3.20 of the Company’s Current Report on Form 8-K filed with the SEC on July 17, 2024)

Exhibit 3.20

At The Market Offering Agreement by and between JanOne Inc. and H.C. Wainwright & Co., LLC dated June 21, 2024.

Exhibit 1.1 AT THE MARKET OFFERING AGREEMENT June 21, 2024 H.C. Wainwright & Co., LLC 430 Park Avenue New York, New York 10022 Ladies and Gentlemen: JanOne Inc., a corporation organized under the laws of Nevada (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows: 1. Definitions. The terms that follow, when used in this Agreement and

JanOne Inc. Up to $5,000,000 Common Stock

PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (To Prospectus dated April 25, 2024) Registration No.

Entry into a Material Definitive Agreement, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2024 JANONE INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

b

Exhibit 99.3 Jan Historical Alt-5 Historical Pro Forma Adjustments a Notes Pro Forma Combined Assets Cash $ 61 $ 6,155 $ — $ 6,216 Trade receivables, net 331 50 — 381 Digital assets and other receivables — 12,437 — 12,437 Marketable securities — 6 — 6 Prepaid expenses and other current assets 799 233 — 1,032 Total current assets 1,191 18,881 — 20,072 Property and equipment, net — — — — Intangible

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2024 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS

La Posta & Associates 8530 rue du Champ-D’Eau Saint-Léonard, Qc H1P 1Y3

Exhibit 99.2 La Posta & Associates 8530 rue du Champ-D’Eau Saint-Léonard, Qc H1P 1Y3 INDEPENDENT AUDITOR’S REVIEW To the shareholders of and the Board of Directors of ALT 5 SIGMA INC. We have reviewed the accompanying consolidated interim balance sheet of ALT 5 SIGMA INC. as of March 31, 2024 and the related consolidated interim statements of earnings, and interim statement of changes in stockhold

La Posta & Associates 8530 rue du Champ-D’Eau Saint-Léonard, Qc H1P 1Y3

Exhibit 99.1 La Posta & Associates 8530 rue du Champ-D’Eau Saint-Léonard, Qc H1P 1Y3 INDEPENDENT AUDITOR’S REPORT To the shareholders of and the Board of Directors of ALT 5 SIGMA INC. Opinion on the financial Statements We have audited the accompanying consolidated balance sheets of ALT 5 SIGMA INC. (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2024 JANONE INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Entry into a Material Definitive Agreement, 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 28, 2024 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Em

1,056,164 Shares Common Stock Issuable under certain awards Granted under the 2023 Plan

REOFFER PROSPECTUS Filed Pursuant to Rule 424(b)(5) (To Registration Statement on Form S-8 dated April 30, 2024) Registration No.

Certificate of Designation of the Rights, Privileges, Preferences, and Limitations of the Series M Preferred Stock, filed with the Secretary of State of the State of Nevada on May 14, 2024.

Exhibit 3.18 CERTIFICATE OF DESIGNATION OF THE RIGHTS, PRIVILEGES, PREFERENCES, AND LIMITATIONS OF THE SERIES M CONVERTIBLE PREFERRED STOCK OF JANONE INC. The undersigned, the Chief Executive Officer of JanOne Inc., a Nevada corporation (the “Company”), in accordance with the provisions of Section 78.1955 of the Nevada Revised Statutes, as amended, does hereby certify that, pursuant to the authori

Certificate of Merger of Domestic Corporations filed with the Secretary of State of the State of Delaware on May 15, 2024 (incorporated by reference to Exhibit 3.16 of the Company’s Current Report on Form 8-K filed with the SEC on May 21, 2024)

Exhibit 3.16

Form of Agreement and Plan of Merger among the issuer, J1 A5 Merger Sub Inc., and Alt 5 Sigma, Inc., dated May 10, 2024.

Exhibit 10.109 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of May 10, 2024 (the “Agreement Date”), by and among JanOne, Inc., a Nevada corporation (“JanOne”), J1 A5 Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of JanOne (“Merger Sub”), and Alt 5 Sigma, Inc., a Delaware corporation (“Alt5”), and, Paul Goodman,

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2024 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Em

Certificate of Designation of the Rights, Privileges, Preferences, and Limitations of the Series B Preferred Stock, filed with the Secretary of State of the State of Nevada on May 14, 2024 (incorporated by reference to Exhibit 3.17 of the Company’s Current Report on Form 8-K filed with the SEC on May 21, 2024)

Exhibit 3.17 CERTIFICATE OF DESIGNATION OF THE RIGHTS, PRIVILEGES, PREFERENCES, AND LIMITATIONS OF THE SERIES B CONVERTIBLE PREFERRED STOCK OF JANONE INC. The undersigned, the Chief Executive Officer of JanOne Inc., a Nevada corporation (the “Company”), in accordance with the provisions of Section 78.1955 of the Nevada Revised Statutes, as amended, does hereby certify that, pursuant to the authori

Form of Securities Purchase Agreement, dated May 1, 2024.

Exhibit 10.108 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 1, 2024, between JanOne Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in t

Form of Warrant, dated May 1, 2024.

Exhibit 4.6 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 6, 2024 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Emp

JanOne Inc. 79,892 Units (79,892 Shares of Common Stock and 79,892 Common Stock Purchase Warrants)

PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (To Prospectus dated April 25, 2024) Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q o Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 30, 2024 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 0-19621 JANONE INC. (Exact name of registrant as s

As filed with the Securities and Exchange Commission on April 30, 2024

As filed with the Securities and Exchange Commission on April 30, 2024 Registration No.

Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) JanOne Inc. (Exact name of registrant as specified in its charter) Table 1 – Newly Registered Securities Title of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share (2) Proposed Maximum Aggregate Offering Price (2) Amount of Registration Fee (3) Common Stock, $0.001 par value 2,000,000

JANONE INC. 325 E. Warm Springs Road, Suite 102 Las Vegas, Nevada 89119 April 23, 2024

JANONE INC. 325 E. Warm Springs Road, Suite 102 Las Vegas, Nevada 89119 April 23, 2024 VIA EDGAR AND E-MAIL Mr. Tyler Howes, Attorney Advisor Office of Life Sciences Division of Corporate Finance U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, DC 20549-7010 Re: JanOne Inc. Registration Statement on Form S-3; Commission File No. 333-278784 Dear Mr. Howes: Pursuant to Rule 46

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 16, 2024 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS

As filed with the Securities and Exchange Commission on April 17, 2024

As filed with the Securities and Exchange Commission on April 17, 2024 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) JanOne Inc. (Exact Name of Registrant as Specified in its Charter) Table 1. Newly Registered Securities Security Type Security Class Title Fee Calculation Rate Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity Common Stock (1)(2) 457(

Form of Indenture with respect to Debt Securities

Exhibit 4.1 JANONE INC. AND [INSERT NAME OF TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 202 Provisions of Trust Indenture Act of 1939 and Indenture to be dated as of , 202, between JANONE INC. and [INSERT NAME OF TRUSTEE], Trustee: Cross references between the provisions of the Trust Indenture Act of 1939 and the Indenture dated as of , 202 between JANONE INC. and [INSERT NAME OF TRUSTEE], Trustee:

onsulting Agreement with Jon Isaac, dated March 4, 2024.

Exhibit 10.107 CONSULTING AGREEMENT This CONSULTING AGREEMENT (this “Agreement”), executed as of March 4, 2024 (the “Execution Date”), by and between JanOne Inc., a Nevada corporation with its principal offices located at 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119, on the one hand (the “Company”), and Jon Isaac, an individual residing in the State of Nevada (the “Consultant”) at

Form of Promissory Note in favor of Jon Isaac, dated March 4, 2024 [filed as Exhibit 10.106 to the Company’s Form 10-K filed April 8, 2024 (File No. 0-19621) and incorporated herein by reference].

Exhibit 10.106 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

among the registrant, STI Merger Sub Inc., Soin Therapeutics, LLC, and Amol Soin, M.D.

Exhibit 10.105 Agreement and Amendment to Merger Agreement This Agreement and Amendment to Merger Agreement (“Amendment”) is made as of January [●], 2024 among JanOne Inc., a Nevada corporation (“Acquirer”), Soin Therapeutics, LLC, a Delaware limited liability company (the “Company”), and Amol Soin, M.D. a resident of the State of Ohio (the “Sole Owner ”). WHEREAS, Acquirer, the Company and Sole O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 30, 2023 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 000-19621 JANONE INC. (Exact name of registrant as spec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on

JanOne Regains Compliance with Nasdaq’s Listing Requirements

Exhibit 99.1 JanOne Regains Compliance with Nasdaq’s Listing Requirements March 15, 2024 Las Vegas, March 15, 2024 (GLOBE NEWSWIRE) - JanOne (Nasdaq: JAN), the biopharmaceutical company focused on developing non-addicting painkillers and novel treatments for the causes of pain, today announced that on March 13, 2024 it received a notification letter from the Listing Qualifications Staff of The Nas

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 13, 2024 JANONE INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 13, 2024 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 23, 2024 JANONE INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 23, 2024 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Form of Unit Purchase Agreement, dated February [*], 2024.

Exhibit 10.106 UNIT PURCHASE AGREEMENT THIS UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of February [*], 2024, is between JANONE INC., a company incorporated under the laws of the State of Delaware, with principal executive offices located at 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119 (the “Company”), and the investor signatory hereto (the “Buyer”). WITNESSETH WHEREAS, t

Form of Common Stock Purchase Warrant, dated February [*], 2024.

Exhibit 10.105 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 8, 2024 JANONE INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 8, 2024 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Form of Fourth Amendment to Secured Revolving Line of Credit with Isaac Capital Group LLC, dated February 7, 2024 (corrected).

Exhibit 10.101 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

Form of Promissory Note in favor of Live Ventures Incorporated, dated February 7, 2024 (corrected).

Exhibit 10.104 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

Form of First Amendment to Promissory Note with Live Ventures Incorporated, dated February 7, 2024 (corrected).

Exhibit 10.102 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

Form of First Amendment to Promissory Note with Live Ventures Incorporated, dated February 7, 2024 (corrected).

Exhibit 10.103 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

Form of Promissory Note in favor of Live Ventures Incorporated, dated February 7, 2024 [filed as Exhibit 10.104 to the Company’s Form 10-K filed April 8, 2024 (File No. 0-19621) and incorporated herein by reference].

Exhibit 10.104 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 8, 2024 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR

Form of First Amendment to Promissory Note in favor of Live Ventures Incorporated, dated February 7, 2024 [filed as Exhibit 10.102 to the Company’s Form 10-K filed April 8, 2024 (File No. 0-19621) and incorporated herein by reference].

Exhibit 10.102 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

Form of Promissory Note in favor of Isaac Capital Group LLC, dated February 7, 2024 [filed as Exhibit 10.103 to the Company’s Form 10-K filed April 8, 2024 (File No. 0-19621) and incorporated herein by reference].

Exhibit 10.103 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

Form of Fourth Amendment to Secured Revolving Line of Credit Promissory Note, amendment dated February 7, 2024, issued to Isaac Capital Group LLC [filed as Exhibit 10.101 to the Company’s Form 10-K filed April 8, 2024 (File No. 0-19621) and incorporated herein by reference].

Exhibit 10.101 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 12, 2024 JANONE INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 12, 2024 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR

Warrant Purchase Agreement by and between JanOne, Inc. or its assigns and the Investor made effective as of January 12, 2024.

WARRANT PURCHASE AGREEMENT THIS WARRANT PURCHASE AGREEMENT (this “Agreement”) is made effective as of January 12, 2024 (the “Effective Date”) by and between JANONE INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 0-19621 JANONE INC. (Exact name of registrant

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 9, 2023 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 18, 2023 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

of Frazier & Deeter LLC, dated

Exhibit 16.1 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference of our report dated April 17, 2023, with respect to the consolidated financial statements of JanOne, Inc. as of and for the year ended December 31, 2022, which are incorporated by reference in the Prospectus Supplement previously filed of JanOne, Inc. on August 22, 2023. Our re

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 11, 2023 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.       )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.       ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the Appropriate Box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by R

JAN / JanOne Inc / BIGGER CAPITAL FUND L P Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)1 JanOne Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 47089W104 (CUSIP Number) August 11, 2023 (Date o

Form of Securities Purchase Agreement, dated August 18, 2023.

EXHIBIT 10.99 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 18, 2023, between JanOne Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth i

Form of Warrant, dated August 22, 2023.

Exhibit 4.4 EXHIBIT A-2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFEC

Form of Placement Agent Warrant, dated August 22, 2023.

Exhibit 4.5 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

JanOne Technologies Announces Closing of Registered Direct Offering Priced At-The-Market under Nasdaq Rules

Exhibit 99.2 JanOne Technologies Announces Closing of Registered Direct Offering Priced At-The-Market under Nasdaq Rules LAS VEGAS, August 22, 2023 /PRNewswire/ - JanOne (Nasdaq: JAN (the “Company”), a biopharmaceutical company specializing in developing non-addicting pain killers and treatments for underlying causes of pain, today announced that it has closed its previously announced registered d

JanOne Technologies Announces Registered Direct Offering Priced At-The-Market under Nasdaq Rules

Exhibit 99.1 JanOne Technologies Announces Registered Direct Offering Priced At-The-Market under Nasdaq Rules LAS VEGAS, August 18, 2023 /PRNewswire/ - JanOne (Nasdaq: JAN (the “Company”), a biopharmaceutical company specializing in developing non-addicting pain killers and treatments for underlying causes of pain, today announced that it has entered into a definitive securities purchase agreement

Form of Pre-Funded Warrant, dated August 22, 2023.

Exhibit 4.3 EXHIBIT A-1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT JANONE INC. Warrant Shares: Initial Exercise Date: August , 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the d

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 18, 2023 JANONE INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 18, 2023 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS

JanOne Inc. 418,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 481,348 Shares of Common Stock Up to 481,348 Shares of Common Stock Underlying the Pre-Funded Warrants

PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (To Prospectus dated December 29, 2020) Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the Appropriate Box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended July 1, 2023 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 0-19621 JANONE INC. (Exact name of registrant as spe

Letter of Frazier & Deeter LLC, dated July 7, 2023

Exhibit 16.1 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read the statements made by JanOne, Inc. as filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K of JanOne, Inc. filed on June 30, 2023. We agree with the statements concerning our Firm contained therein. Sincerely, /s/ Frazier & Deeter, LLC Tampa, F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2023 JANONE INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2023 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2023 JANONE INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2023 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 1, 2023 or  Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 0-19621 JANONE INC. (Exact name of registrant as specified in its cha

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) Form 10-K ☐ Form 20-F ☐ Form 11-K X Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: April 1, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 1, 2022 or  Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 0-19621 JANONE INC. (Exact name of registrant as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended July 2, 2022 or  Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 0-19621 JANONE INC. (Exact name of registrant as spe

Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 17, 2023 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS

Certificate of Designation of the Rights, Preferences, and Limitations of Series S Convertible Preferred Stock, filed with the Secretary of State of the State of Nevada on December 28, 2022.

JANONEINC. AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF THE RIGHTS, PREFERENCES, AND LIMITATIONS OF SERIES S CONVERTIBLE PREFERRED STOCK The undersigned, Tony Isaac, does hereby certify that: 1. He is the Chief Executive Officer and Secretary of JanOne Inc., a Nevada corporation (the "Company "). 2. The Company is authorized to issue two million (2,000,000) shares of preferred stock, parvalu

Exhibit 4.1

Exhibit 4.1 Description of JanOne Inc.’s Common Stock The following summary of terms of our common stock, par value $0.0001 per share (our “Common Stock”), is based upon our Articles of Incorporation (our “Charter”) and Bylaws (our “Bylaws”), currently in effect, and under Chapter 78 of the Nevada Revised Statutes (the “NRS”). This summary is not complete and is subject to, and qualified in its en

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 000-19621 JANONE INC. (Exact name of registrant as specified in its chart

Third Amendment to Secured Revolving Line of Credit Promissory Note dated March 17, 2022 with Isaac Capital Group, LLC.

Exhibit 10.27 THIRD AMENDMENT This THIRD AMENDMENT TO SECURED REVOLVING LINE OF CREDIT PROMISSORY NOTE (collectively, this "Amendment') is entered into as of March 17, 2022, between ARCA Recycling, Inc., a California corporation ("Borrower"), and ISAAC CAPITAL GROUP, LLC, a Delaware limited liability company ("Lender"). RECITALS A. Whereas, Lender and Borrower are parties to a Secured Revolving Li

Agreement and Plan of Merger made and entered into as of December 28, 2022, among the registrant, STI Merger Sub Inc., Soin Therapeutics, LLC, and Amol Soin, M.D.

EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among JANONE INC., a Nevada. corporation, STI MERGER SUB INC., a Delaware corporation, SOIN THERAPEUTICS, LLC, a Delaware limited liability company, and A.MOL Soin, M.D. Dated December 28, 2022 TABLE OF CONTENTS ARTICLE I THE NIERGER 2 1.1 The Merger 2 1.2 Closing Deliveries 3 1.3 Effect on Company Securities 4 1.4 Payment Procedures 5 1.5 No Further

List of Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of Appliance Recycling Centers of America, Inc. Name Jurisdiction of Incorporation JanOne Biotech Holdings Inc. Nevada ARCA Recycling, Inc. (1) California ARCA Canada Inc. Ontario, Canada Customer Connexx, LLC (1) Nevada GeoTraq Inc. Nevada All subsidiaries are 100% owned by the Company. (1) On February 19, 2021, JanOne Inc. (the “Company”), together with its subsidiaries

JAN / JanOne Inc / BIGGER CAPITAL FUND L P Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 JanOne, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 47089W104 (CUSIP Number) March 22, 2023 (Date of

Joint Filing Agreement

Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13G dated March 24, 2023 with respect to the shares of Common Stock of JanOne, Inc., and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securiti

Form of Securities Purchase Agreement dated March 22, 2023.

Exhibit 10.98 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 22, 2023, between JanOne Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in

JanOne Technologies Announces Registered Direct Offering of Common Stock Priced At-The-Market

Exhibit 99.1 JanOne Technologies Announces Registered Direct Offering of Common Stock Priced At-The-Market LAS VEGAS, March 23, 2023 /PRNewswire/ - JanOne (Nasdaq: JAN), a biopharmaceutical company specializing in developing non-addicting pain killers and treatments for underlying causes of pain, today announced that it has entered into a definitive securities purchase agreement for the purchase a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on

JanOne Technologies Announces Closing of Registered Direct Offering of Common Stock Priced At-The-Market

Exhibit 99.2 JanOne Technologies Announces Closing of Registered Direct Offering of Common Stock Priced At-The-Market LAS VEGAS, March 24, 2023 /PRNewswire/ - JanOne (Nasdaq: JAN), a biopharmaceutical company specializing in developing non-addicting pain killers and treatments for underlying causes of pain, today announced the closing of its previously announced registered direct offering of 361,0

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 22, 2023 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS

JanOne Inc. 361,000 Shares of Common Stock

PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (To Prospectus dated December 29, 2020) Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 15, 2023 JANONE INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 15, 2023 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS

Stock and Membership Interests Pledge Agreement made by VM7 Corporation and Virland Johnson in favor of JanOne Inc., dated March 19, 2023 (Filed as Exhibit 10.96)

EX-10 3 jan-ex1096.htm EX-10.96 Exhibit 10.96 STOCK AND MEMBERSHIP INTERESTS PLEDGE AGREEMENT This STOCK AND MEMBERSHIP INTEREST PLEDGE AGREEMENT, dated as of March 19, 2023 (as amended, supplemented, or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), made by VM7 Corporation, a Delaware corporation (“VM7”), and by Virland Johnson, chief executive o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 9, 2023 (March 16, 2023)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 9, 2023 (March 16, 2023) JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission

Stock Purchase Agreement between JanOne Inc. and VM7 Corporation, dated as of March 19, 2023 (Filed as Exhibit 10.95)

EX-10 2 jan-ex1095.htm EX-10.95 Exhibit 10.95 STOCK PURCHASE AGREEMENT between JANONE, INC. and VM7 CORPORATION dated as of March 19, 2023 janone stock purchase agreement stock of arca recycling and affiliates.6 -i- Table of Contents Page ARTICLE I PURCHASE AND SALE 1 Section 1.01 Purchase and Sale 1 Section 1.02 Purchase Price 1 Section 1.03 Buyer’s Credit for Certain ARCA Distributions. 3 Sectio

Unaudited Pro Forma Condensed Financial Statement of JanOne Inc. as of January 1, 2022 and its Fiscal Year then Ended and as of October 1, 2022, and the Thirty-Nine Weeks then Ended

Exhibit 99.1 Unaudited Pro Forma Condensed Financial Statement of JanOne Inc. as of January 1, 2022 and its Fiscal Year then Ended and as of October 1, 2022, and the Thirty-Nine Weeks then Ended Introduction ARCA and Subsidiaries Disposition On March 19, 2023, JanOne Inc. (“our,” “us,” “we,” or the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with VM7 Corporation,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 19, 2023 JANONE INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 19, 2023 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 9, 2023 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS E

Letter of WSRP, LLC, dated February 7, 2023

Exhibit 16.1 February 13, 2023 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K dated February 13, 2023. We agree with the statements made in response to that Item insofar as they relate to our Firm. Very truly yours, /s/ WSRP, LLC WSRP, LLC

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2023 JANONE INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January31, 2023 JANONE INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2022 JANONE INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 23, 2022 JANONE INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 1, 2022 or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 0-19621 JANONE INC. (Exact name of registrant as specified in its c

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2022 JANONE INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 jan2022def14-a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the Appropriate Box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as p

Guaranty to Gulf Coast Bank and Trust by JanOne Inc., dated as of September 21, 2022.

Exhibit 10.93 GUARANTY BY CORPORATION Dated: September 21, 2022 JANONE INC. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce Gulf Coast Bank and Trust Company, a Louisiana corporation (herein, with its participants, successors and assigns, called "Gulf Coast11), at its option, at any time or from time to time to make loans, buy accoun

Debt Subordination Agreement by Isaac Capital Group, dated as of September 21, 2022.

Exhibit 10.94 SPECTRUMCOMMERCIAL SERVICES DEBT SUBORDINATION AGREEMENT This Agreement is entered into as of the 21st day of September, 2022 by the undersigned Creditor for the benefit of Gulf Coast Bank and Trust Company, a Louisiana limited liability company (the "Lender"). WHEREAS, BANK has made or expects to make loans to, or extend credit to, ARCA Recycling, Inc., a California corporation, hav

General Credit and Security Agreement, dated as of September 26, 2022, between Gulf Coast Bank and Trust Company and ARCA.

Exhibit 10.92 GENERAL CREDIT AND SECURITY AGREEMENT .THIS AGREEMENT (the "Agreement"), dated as of September 26, 2022, between Gulf Coast Bank and Trust Company, a Louisiana corporation, having its mailing address and principal place of business at 8011 - 34th Avenue South, Suite 205, Bloomington, Minnesota 55425-1581 (herein called "Gulf Coast"), and ARCA Recycling, Inc., a California corporation

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2022 JANONE INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended July 2, 2022 or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 0-19621 JANONE INC. (Exact name of registrant as specified in its char

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2022 JANONE INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

JanOne Sells GeoTraq to SPYR Technologies in a $13.5 Million Transaction Sale of GeoTraq allows JanOne to focus on core business strategy

1 Exhibit 99.1 FOR IMMEDIATE RELEASE Investor Relations & Media Contact [email protected] 1 (800) 400-2247 JanOne Sells GeoTraq to SPYR Technologies in a $13.5 Million Transaction Sale of GeoTraq allows JanOne to focus on core business strategy LAS VEGAS, May 31, 2022 /PRNewswire/ - JanOne Inc. (Nasdaq: JAN), announced today that it has sold substantially all of the assets, and none of the liabilities

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2022 JANONE INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR

Promissory Note of SPYR Technologies Inc. in favor of JanOne Inc., dated May 24, 2022

DocuSign Envelope ID: F76ACCB6-27C0-4883-80FC-5E9132835593 Exhibit 10.29 THIS NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR UNLE

Asset Purchase Agreement between JanOne Inc. and SPYR Technologies Inc., dated May 24, 2022

DocuSign Envelope ID: F76ACCB6-27C0-4883-80FC-5E9132835593 Exhibit 10.28 TABLE OF CONTENTS ARTICLE I PURCHASE AND SALE 3 Section 1.01 Purchase and Sale of Assets 3 Section 1.02 No Assumed Liabilities 4 Section 1.03 Purchase Price 5 Section 1.04 Allocation of Purchase Price 5 Section 1.05 Withholding Tax 5 Section 1.06 Third Party Consents 5 ARTICLE II CLOSING 5 Section 2.01 Closing. 5 Section 2.02

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 2, 2022 or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 0-19621 JANONE INC. (Exact name of registrant as specified in its cha

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2022 JANONE INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended January 1, 2022 or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 000-19621 JANONE INC. (Exact name of registrant as specified in its charter

Third Amendment to Secured Revolving Line of Credit Promissory Note dated March 17, 2022 with Isaac Capital Group, LLC.

Exhibit 10.27 THIRD AMENDMENT This THIRD AMENDMENT TO SECURED REVOLVING LINE OF CREDIT PROMISSORY NOTE (collectively, this "Amendment') is entered into as of March 17, 2022, between ARCA Recycling, Inc., a California corporation ("Borrower"), and ISAAC CAPITAL GROUP, LLC, a Delaware limited liability company ("Lender"). RECITALS A. Whereas, Lender and Borrower are parties to a Secured Revolving Li

List of Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of Appliance Recycling Centers of America, Inc. Name Jurisdiction of Incorporation JanOne Biotech Holdings Inc. Nevada ARCA Recycling, Inc. (1) California ARCA Canada Inc. Ontario, Canada Customer Connexx, LLC (1) Nevada GeoTraq Inc. Nevada All subsidiaries are 100% owned by the Company. (1) On February 19, 2021, JanOne Inc. (the ?Company?), together with its subsidiaries

Description of Our Securities

Exhibit 4.1 Description of JanOne Inc.?s Common Stock The following summary of terms of our common stock, par value $0.0001 per share (our ?Common Stock?), is based upon our Articles of Incorporation (our ?Charter?) and Bylaws (our ?Bylaws?), currently in effect, and under Chapter 78 of the Nevada Revised Statutes (the ?NRS?). This summary is not complete and is subject to, and qualified in its en

JAN / JanOne Inc. (NV) / Altium Capital Management LP - AMENDMENT TO SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1 )* JanOne Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 47089W104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

JAN / JanOne Inc. (NV) / Ionic Ventures, LLC - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* JanOne Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 03814F205 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 2, 2021 or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 0-19621 JANONE INC. (Exact name of registrant as specified in its c

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 02, 2021 JANONE INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 05, 2021 JANONE INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the Appropriate Box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Settlement Agreement and Mutual Release of Claims dated April 9, 2021 by and among JanOne Inc. (f/k/a Appliance Recycling Centers of America, Inc.); GeoTraq, Inc.; Antonio Isaac; and Gregg Sullivan.

eXHIBIT 10.2 Certain identified information has been omitted from this document because it is both not material and would be competitively harmful if publicly disclosed, and had been marked with ?[***]? to indicate where omissions have been made. SETTLEMENT AGREEMENT AND MUTUAL RELEASE OF CLAIMS 1. PARTIES This Settlement Agreement and Mutual Release of Claims (?Agreement?) is made and entered int

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended July 3, 2021 or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 0-19621 JANONE INC. (Exact name of registrant as specified in its char

Amendment No. One to Asset Purchase Agreement among JanOne Inc., ARCA Recycling, Inc. and Customer Connexx LLC, on the one hand, and ARCA Affiliated Holdings Corporation, ARCA Services Inc., and Connexx Services Inc., on the other hand

Exhibit 10.3 AMENDMENT NO. ONE TO ASSET PURCHASE AGREEMENT Amendment No. One to Asset Purchase Agreement (this ?Amendment?), dated as of August 12, 2021 (the ?Effective Date?), is entered into among ARCA Recycling, Inc., a California corporation (?ARCA?), Customer Connexx LLC, a Nevada limited liability company (?Connexx?, and with ARCA, the ?Sellers?), JanOne Inc., a Nevada corporation (?Parent?)

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 02, 2021 JANONE INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2021 JANONE INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

JanOne Selects CPC Clinical Research as Trial Manager for Phase 2b Study of JAN101 for Peripheral Artery Disease Patients CPC to Manage Planning, Organization, and Day-to-Day Execution of the Trial

Exhibit 99.1 JanOne Selects CPC Clinical Research as Trial Manager for Phase 2b Study of JAN101 for Peripheral Artery Disease Patients CPC to Manage Planning, Organization, and Day-to-Day Execution of the Trial LAS VEGAS, July 22, 2021 /PRNewswire/ - JanOne Inc. (Nasdaq: JAN), a company focused on developing treatments for conditions that cause severe pain and drugs with non-addictive, pain-reliev

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2021 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS E

JanOne Readies Clinical Supply of Lead Product Candidate JAN101 for Distribution to Phase 2b Trial Sites Company Fully Prepared to Commence Phase 2b Trials of JAN101 for Peripheral Artery Disease (PAD) as Soon as New Protocol is Approved by the FDA

Exhibit 99.1 JanOne Readies Clinical Supply of Lead Product Candidate JAN101 for Distribution to Phase 2b Trial Sites Company Fully Prepared to Commence Phase 2b Trials of JAN101 for Peripheral Artery Disease (PAD) as Soon as New Protocol is Approved by the FDA LAS VEGAS, June 23, 2021 /PRNewswire/ - JanOne Inc. (Nasdaq: JAN), a company focused on developing treatments for conditions that cause se

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 22, 2021 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS E

JanOne Selects Regulatory Partner for Phase 2b Trial as Investigational Plan is Prepared for FDA Filing Global Contract Research Organization (CRO) Avania to Manage All Regulatory Affairs in Connection with JanOne’s Phase 2b Trial Preparedness and Ex

Exhibit 99.1 JanOne Selects Regulatory Partner for Phase 2b Trial as Investigational Plan is Prepared for FDA Filing Global Contract Research Organization (CRO) Avania to Manage All Regulatory Affairs in Connection with JanOne?s Phase 2b Trial Preparedness and Execution LAS VEGAS, June 22, 2021 /PRNewswire/ - JanOne Inc. (Nasdaq: JAN), a company focused on developing treatments for conditions that

JanOne Appoints Internationally Renowned Expert on Addiction Nicholas Goeders, Ph.D. to Scientific Advisory Board World leader in addiction science joins team of experts in diseases and disorders that cause chronic pain

Exhibit 99.1 JanOne Appoints Internationally Renowned Expert on Addiction Nicholas Goeders, Ph.D. to Scientific Advisory Board World leader in addiction science joins team of experts in diseases and disorders that cause chronic pain Nicholas E. Goeders, Ph.D. LAS VEGAS, June 15, 2021 /PRNewswire/ - JanOne Inc. (Nasdaq: JAN), a company focused on developing treatments for conditions that cause seve

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 15, 2021 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS E

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event report: June 8, 2021 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Emplo

JanOne Advances Toward Initiation of Phase 2b Peripheral Artery Disease (PAD) Trial for Lead Product Candidate JAN101 Successfully Completes Initial Batch Production of JAN101, Demonstrating CGMP-scale Production Capabilities

Exhibit 99.1 JanOne Advances Toward Initiation of Phase 2b Peripheral Artery Disease (PAD) Trial for Lead Product Candidate JAN101 Successfully Completes Initial Batch Production of JAN101, Demonstrating CGMP-scale Production Capabilities LAS VEGAS, June 8, 2021 /PRNewswire/ - JanOne Inc. (Nasdaq: JAN), a company focused on developing treatments for conditions that cause severe pain and drugs with

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 3, 2021 or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 0-19621 JANONE INC. (Exact name of registrant as specified in its cha

Addendum to Master Equipment Finance Agreement dated as of April 14, 2021 between KLC Financial, LLC and ARCA Recycling, Inc.

Exhibit 10.2 Certain identified information has been omitted from this document because it is both not material and would be competitively harmful if publicly disclosed and had been marked with ?[***]? to indicate where omissions have been made. ADDENDUM This is an ADDENDUM to Master Equipment Finance Agreement Number 7085A-01 (?Agreement?) by and between KLC Financial, Inc. (?Lessor/Lender?) and

Second Amended and Restated Certificate of Designation of the Preferences, Rights, and Limitations of the Series A-1 Convertible Preferred Stock of JanOne Inc., dated April 13, 2021

Exhibit 3.8(b) Filed in the Office of Business Number E0123352018-3 Filing Number 20211381484 Secretary of State Filed On BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov State Of Nevada 4/13/2021 12:23:00 PM Number of Pages 9 Certificate, Amendment or Withdrawal of Designation NRS 78.1955, 78.1955(6) ? Certificate

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 13, 2021 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR

Second Amendment and Waiver to Secured Line of Credit Promissory Note dated March 30, 2021 between ARCA Recycling, Inc. and Isaac Capital Group, LLC

Exhibit 10.12 SECOND AMENDMENT AND WAIVER This SECOND AMENDMENT TO SECURED REVOLVING LINE OF CREDIT PROMISSORY NOTE AND WAIVER (collectively, this ?Amendment?) is entered into as of March 30, 2021 (the ?Effective Date?), between ARCA Recycling, Inc., a California corporation (?Borrower?), and ISAAC CAPITAL GROUP, LLC, a Delaware limited liability company (?Lender?). RECITALS A. Whereas, Lender and

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended January 2, 2021 or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 000-19621 JANONE INC. (Exact name of registrant as specified in its charter

List of Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of Appliance Recycling Centers of America, Inc. Name Jurisdiction of Incorporation JanOne Biotech Holdings Inc. Nevada ARCA Recycling, Inc. (1) California ARCA Canada Inc. Ontario, Canada Customer Connexx, LLC (1) Nevada GeoTraq Inc. Nevada All subsidiaries are 100% owned by the Company. (1) On February 19, 2021, JanOne Inc. (the ?Company?), together with its subsidiaries

- S-8

As filed with the Securities and Exchange Commission on March 30, 2021 Registration No.

First Amendment to 2016 Equity Incentive Plan

Exhibit 4.13 FIRST AMENDMENT TO THE JANONE INC. 2016 EQUITY INCENTIVE PLAN THIS FIRST AMENDMENT (this ?Amendment?) is approved as of November 4, 2020, for the purpose of amending that certain JanOne Inc. (the ?Company?) 2016 Equity Incentive Plan (the ?Plan?), adopted as of December 29, 2016. Capitalized terms used in this Amendment shall have the same meanings given to them in the Plan unless oth

Master Equipment Finance Agreement dated as of March 25, 2021 between KLC Financial, Inc. and ARCA Recycling, Inc

Exhibit 10.20 Certain identified information has been omitted from this document because it is both not material and would be competitively harmful if publicly disclosed and had been marked with ?[***]? to indicate where omissions have been made. MASTER EQUIPMENT FINANCE AGREEMENT NO. 7085A This Master Equipment Finance Agreement dated as of March 25, 2021, is entered into between KLC Financial, I

Description of Our Securities

Exhibit 4.1 Description of JanOne Inc.?s Common Stock The following summary of terms of our common stock, par value $0.0001 per share (our ?Common Stock?), is based upon our Articles of Incorporation (our ?Charter?) and Bylaws (our ?Bylaws?), currently in effect, and under Chapter 78 of the Nevada Revised Statutes (the ?NRS?). This summary is not complete and is subject to, and qualified in its en

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 19, 2021 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

JanOne Announces Definitive Agreement to Sell its Legacy Recycling Business for $25 Million Successful disposition will facilitate continued strategic focus on high-value late-stage biopharma asset JAN101 for the treatment of peripheral artery diseas

Exhibit 99.1 JanOne Announces Definitive Agreement to Sell its Legacy Recycling Business for $25 Million Successful disposition will facilitate continued strategic focus on high-value late-stage biopharma asset JAN101 for the treatment of peripheral artery disease (PAD) LAS VEGAS, February 25, 2021 /PRNewswire/ - JanOne Inc. (Nasdaq: JAN), a company focused on developing treatments for conditions

Asset Purchase Agreement among JanOne Inc., ARCA Recycling, Inc., and Customer Connexx LLC, on the one hand, and ARCA Affiliated Holdings Corporation, ARCA Services Inc., and Connexx Services Inc., on the other hand, dated February 19, 2021

Exhibit 10.1 EXECUTION VERSION ASSET PURCHASE AGREEMENT among JANONE INC. (Parent) ARCA RECYCLING, INC. and CUSTOMER CONNEXX LLC (Sellers) and ARCA AFFILIATED HOLDINGS CORPORATION, ARCA SERVICES INC., and CONNEXX SERVICES INC. (Buyers) dated as of February 19, 2021 261874275.v7 TABLE OF CONTENTS ARTICLE I Definitions 1 ARTICLE II Purchase and Sale 10 Section 2.01 Purchase and Sale of Assets 10 Sec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 JanOne Inc (Name of Issuer) Common Shares (Title of Class of Securities) 47089W104 (CUSIP Number) FiveT Investment Management Ltd c/o DMS Corporate Services, Suite 5B201, 2nd Floor, One Nexus Way Camana Bay, Grand Cayman, Cayman Islands KY1-1108 +1 345 749 2552 (Name, Addr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* JanOne Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 47089W104 (CUSIP Number) January 29, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

Joint Acquisition Statement Pursuant to Section 240.13d-1(k)

Altium Capital Management, LP SC 13G EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO SECTION 240.

JanOne Inc. 571,428 shares of Common Stock

PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (To Prospectus dated December 29, 2020) Registration No.

Other Events, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 2, 2021 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR

JanOne Announces Closing of $6.0 Million Common Stock Offering Net proceeds will help support planning of clinical trials for JAN101, the company’s lead drug candidate

Exhibit 99.1 JanOne Announces Closing of $6.0 Million Common Stock Offering Net proceeds will help support planning of clinical trials for JAN101, the company’s lead drug candidate LAS VEGAS, February 2, 2021 /PRNewswire/ — JanOne Inc. (Nasdaq: JAN), a company focused on developing treatments for conditions that cause severe pain and drugs with non-addictive, pain-relieving properties, today annou

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* JanOne, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 par value (Title of Class of Securities) (CUSIP Nu

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* JanOne, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 par value (Title of Class of Securities) 03814F205 (CUSIP Number) February 1, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

Securities Purchase Agreement dated January 29, 2021 by and between JanOne Inc. and the purchasers listed therein

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 29, 2021, and is between JanOne Inc., a corporation incorporated under the laws of the state of Nevada (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHERE

JanOne Prices $6.0 Million Common Stock Offering

Exhibit 99.1 JanOne Prices $6.0 Million Common Stock Offering Las Vegas, NV, January 29, 2021 (GLOBE NEWSWIRE) — JanOne Inc. (NASDAQ: JAN), a company focused on developing treatments for conditions that cause severe pain and drugs with non-addictive, pain-relieving properties, today announced it has entered into a securities purchase agreement with institutional investors for the purchase and sale

Placement Agency Agreement, dated January 29, 2021 by and between A.G.P./Alliance Global Partners and JanOne Inc.

Exhibit 1.1 January 29, 2021 JanOne Inc. 325 E. Warm Springs Road, Suite 102 Las Vegas, Nevada 89119 Attention: Tony Isaac President and Chief Executive Officer Dear Mr. Isaac: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners, as exclusive placement agent (“A.G.P.” or the “Placement Agent”), and JanOne Inc., a company organized under the laws of the s

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 29, 2021 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR