Основная статистика
| CIK | 1133062 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Janel Corporation
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| September 4, 2025 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities of 1934 (Amendment No. ) Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement JANEL CORPORATION (Name of Registrant as Sp |
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| August 22, 2025 |
Exhibit 2.1 Execution Version CONTRIBUTION AGREEMENT BY AND BETWEEN RUBICON TECHNOLOGY, INC. AND JANEL CORPORATION Dated as of August 20, 2025 CONTRIBUTION AGREEMENT This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of August 20, 2025 (the “Effective Date”), by and between Rubicon Technology, Inc., a Delaware corporation (“Transferee”), and Janel Corporation, a Nevada corp |
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| August 22, 2025 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities of 1934 (Amendment No. ) Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement JANEL CORPORATION (Name of Registrant as Sp |
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| August 22, 2025 |
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, 2025 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| August 21, 2025 |
Rubicon Technology, Inc. to acquire Janel Group LLC Exhibit 99.1 Rubicon Technology, Inc. to acquire Janel Group LLC Bensenville, IL and New York, New York, August 20, 2025 / GLOBE NEWSWIRE / - Rubicon Technology, Inc. (OTCQB:RBCN) (“Rubicon”) and Janel Corporation (OTCQX:JANL) (“Janel Corp”) today announced that they have entered into a definitive merger agreement, pursuant to which Rubicon will acquire Janel Group LLC (“Janel Group”) with Janel G |
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| August 21, 2025 |
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, 2025 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| August 1, 2025 |
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 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-60608 JANEL CORPORATION (E |
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| August 1, 2025 |
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 30, 2025 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| May 9, 2025 |
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 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-60608 JANEL CORPORATION ( |
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| February 7, 2025 |
SECOND AMENDED AND RESTATED REVOLVING NOTE Exhibit 10.2b SECOND AMENDED AND RESTATED REVOLVING NOTE $3,000,000.00 Indianapolis, Indiana November 22, 2024 FOR VALUE RECEIVED, INDCO, INC., a Tennessee corporation (“INDCO”), ANTIBODIES INCORPORATED, a California corporation (“Antibodies”), AVES LABS, INC., an Oregon corporation (“Aves”), PHOSPHOSOLUTIONS LLC, a Nevada limited liability company (“PSLLC”), IMMUNOCHEMISTRY TECHNOLOGIES LLC, a Mi |
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| February 7, 2025 |
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 December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-60608 JANEL CORPORATIO |
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| February 7, 2025 |
SECOND AMENDED AND RESTATED TERM B NOTE Exhibit 10.2d SECOND AMENDED AND RESTATED TERM B NOTE $620,000.00 Indianapolis, Indiana November 22, 2024 FOR VALUE RECEIVED, INDCO, INC., a Tennessee corporation (“INDCO”), ANTIBODIES INCORPORATED, a California corporation (“Antibodies”), AVES LABS, INC., an Oregon corporation (“Aves”), PHOSPHOSOLUTIONS LLC, a Nevada limited liability company (“PSLLC”), IMMUNOCHEMISTRY TECHNOLOGIES LLC, a Minneso |
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| February 7, 2025 |
AMENDED AND RESTATED ACQUISITION NOTE Exhibit 10.2a AMENDED AND RESTATED ACQUISITION NOTE $7,000,000.00 Indianapolis, Indiana November 22, 2024 FOR VALUE RECEIVED, INDCO, INC., a Tennessee corporation (“INDCO”), ANTIBODIES INCORPORATED, a California corporation (“Antibodies”), AVES LABS, INC., an Oregon corporation (“Aves”), PHOSPHOSOLUTIONS LLC, a Nevada limited liability company (“PSLLC”), IMMUNOCHEMISTRY TECHNOLOGIES LLC, a Minneso |
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| February 7, 2025 |
SECOND AMENDED AND RESTATED TERM A NOTE Exhibit 10.2c SECOND AMENDED AND RESTATED TERM A NOTE $8,612,733.94 Indianapolis, Indiana November 22, 2024 FOR VALUE RECEIVED, INDCO, INC., a Tennessee corporation (“INDCO”), ANTIBODIES INCORPORATED, a California corporation (“Antibodies”), AVES LABS, INC., an Oregon corporation (“Aves”), PHOSPHOSOLUTIONS LLC, a Nevada limited liability company (“PSLLC”), IMMUNOCHEMISTRY TECHNOLOGIES LLC, a Minne |
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| February 7, 2025 |
CONSENT AND EIGHTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Exhibit 10.1 Execution Version CONSENT AND EIGHTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This CONSENT AND EIGHTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Eighth Amendment”) is made as of this 1st day of November, 2024, by and among: SANTANDER BANK, N.A., a national bank having a place of business at 28 State Street, Boston, Massachusetts 02109 (“L |
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| December 6, 2024 |
SUBSIDIARIES OF JANEL CORPORATION EXHIBIT 21 SUBSIDIARIES OF JANEL CORPORATION Name State of Incorporation Janel Group, Inc. |
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| December 6, 2024 |
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 September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 333-60608 JANEL CORPORATION (Exa |
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| December 6, 2024 |
Exhibit 10.33 SEVERANCE AGREEMENT AND GENERAL RELEASE This Severance Agreement and General Release ("Agreement") is entered into this 4th day of March, 2024, by VINCENT VERDE ("Employee") and JANEL CORPORATION its related entities, affiliates, subsidiaries, divisions, predecessors, successors, assigns, employees: officers, directors, shareholders and agents (collectively, "Employer" or "Company") |
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| December 6, 2024 |
Exhibit 10.34 July 3, 2024 Karen Ryan Director, Janel Corporation and Chair of Compensation Committee Senior Advisor, Janel Life Sciences Duties As a member of the Board of Directors: • Attendance at eight (8) board meetings per year, including four (4) in-person quarterly meetings and four (4) telephonic monthly results meetings. As a Senior Advisor: • Mentorship: Support the development of the J |
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| December 6, 2024 |
Exhibit 19.1 Insider Trading Policy Amended on May 2, 2024 Scope The Janel Corporation (the “Company”) Insider Trading Policy (this “Policy”) is applicable to all Company and subsidiary or affiliated company Directors, officers, employees, consultants, contract workers, temporary staff and any other person (natural or otherwise) that has performed services for the Company, as well as (a) any Famil |
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| August 2, 2024 |
CONSENT, JOINDER AND SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Exhibit 10.1 CONSENT, JOINDER AND SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This CONSENT, JOINDER AND SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Seventh Amendment”) is made as of this 4th day of June, 2024, by and among: SANTANDER BANK, N.A., a national bank having a place of business at 28 State Street, Boston, Massachusetts 02109 (the |
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| August 2, 2024 |
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 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-60608 JANEL CORPORATION (E |
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| May 3, 2024 |
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 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-60608 JANEL CORPORATION ( |
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| May 3, 2024 |
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT Exhibit 10.1 FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”) is dated effective as of January 10, 2024 (the “First Amendment Effective Date”), by and among INDCO, INC., a Tennessee corporation (“INDCO”), ANTIBODIES INCORPORATED, a California corporation (“Antibodies”), AVES LABS, INC., an Oregon corpora |
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| February 16, 2024 |
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 14, 2024 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction of Incorporation) (Commission File |
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| February 2, 2024 |
SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Exhibit 10.2 Execution Version SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Sixth Amendment”) is made as of this day of December, 2023, by and among: SANTANDER BANK, N.A., a national bank having a place of business at 28 State Street, Boston, Massachusetts 02109 (the “Lender”); JANEL GROUP, INC., |
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| February 2, 2024 |
AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT Exhibit 10.1 AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT This AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Amendment”) is made as of December 1, 2023, by and among: A. JANEL GROUP, INC., a New York corporation (“Janel”), B. EXPEDITED LOGISTICS AND FREIGHT SERVICES, LLC, a Texas limited liability company (“ELFS”); and C. DAVID W. FLAKE, RANDALL L. COCKRELL, STEVEN R. LALUMANDI |
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| February 2, 2024 |
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 December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-60608 JANEL CORPORATIO |
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| December 8, 2023 |
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 September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 333-60608 JANEL CORPORATION (Exa |
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| December 8, 2023 |
SUBSIDIARIES OF JANEL CORPORATION EXHIBIT 21 SUBSIDIARIES OF JANEL CORPORATION Name State of Incorporation Janel Group, Inc. |
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| December 8, 2023 |
FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Exhibit 10.27 Execution Version FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Fifth Amendment”) is made as of this 22nd day of August, 2023, by and among: SANTANDER BANK, N.A., a national bank having a place of business at 28 State Street, Boston, Massachusetts 02109 (the “Lender”); JANEL GROUP, I |
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| November 2, 2023 |
JANL / Janel Corp / van Kesteren Foundation - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-2) INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| August 24, 2023 |
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 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| August 4, 2023 |
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 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-60608 JANEL CORPORATION (E |
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| August 4, 2023 |
FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Exhibit 10.2 EXECUTION VERSION FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Fourth Amendment”) is made as of this 25th day of April, 2023, by and among: SANTANDER BANK, N.A., a national bank having a place of business at 75 State Street, Boston, Massachusetts 02109 (the “Lender”); JANEL GROUP, |
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| August 4, 2023 |
Exhibit 10.1 AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 25, 2023 among INDCO, INC., ANTIBODIES INCORPORATED, AVES LABS, INC., PHOSPHOSOLUTIONS LLC, IMMUNOCHEMISTRY TECHNOLOGIES LLC, ECM BIOSCIENCES, LLC, STEPHAEN HALL PHD LTD, and IMMUNOBIOSCIENCE CORP., as Borrowers, and FIRST MERCHANTS BANK, as Bank AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is |
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| July 28, 2023 |
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 25, 2023 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| June 2, 2023 |
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 31, 2023 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| May 5, 2023 |
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 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-60608 JANEL CORPORATION ( |
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| April 28, 2023 |
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 25, 2023 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| February 3, 2023 |
THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Exhibit 10.1 THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Third Amendment”) is made as of this 30th day of January, 2023, by and among: SANTANDER BANK, N.A., a national bank having a place of business at 28 State Street, Boston, Massachusetts 02109 (the “Lender”); JANEL GROUP, INC., a New York co |
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| February 3, 2023 |
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 December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-60608 JANEL CORPORATIO |
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| January 6, 2023 |
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 1, 2023 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| December 9, 2022 |
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 September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 333-60608 JANEL CORPORATION (Exa |
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| December 9, 2022 |
DESCRIPTION OF REGISTRANT’S SECURITIES EXHIBIT 4.1 DESCRIPTION OF REGISTRANT?S SECURITIES As of September 30, 2022, Janel Corporation (the ?Company?) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: common stock, par value $0.001 per shares. Common Stock Janel Corporation (the ?Company?) is authorized to issue up to 4,500,000 shares of common stock, par value $0.001 per share, |
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| December 9, 2022 |
AMENDMENT NO. 3 TO CREDIT AGREEMENT EXHIBIT 10.23 AMENDMENT NO. 3 TO CREDIT AGREEMENT This Amendment No. 3 to Credit Agreement ("Amendment No. 3") dated effective as of August 1, 2022 entered into by and among INDCO, INC., a Tennessee corporation (?Borrower), and FIRST MERCHANTS BANK, an Indiana state banking institution, f/k/a First Merchants Bank, National Association (the ?Lender?). W I T N E S S E T H : WHEREAS, the Borrower and |
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| December 9, 2022 |
SUBSIDIARIES OF JANEL CORPORATION EXHIBIT 21 SUBSIDIARIES OF JANEL CORPORATION Name State of Incorporation Janel Group, Inc. |
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| November 4, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 19, 2022 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction of Incorporation) |
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| November 4, 2022 |
JANEL CORPORATION UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION Exhibit 99.3 JANEL CORPORATION UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION The following unaudited pro forma condensed consolidated financial information and accompanying notes reflect the pro forma effects of the following transaction (the ?Transaction?). On August 19, 2022, Janel Corporation (the ?Company? or ?Janel?) acquired 1,108,000 shares (the ?Acquired Shares?) of comm |
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| September 12, 2022 |
JANL / Janel Corp / Oaxaca Group L.l.c. - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| August 26, 2022 |
Exhibit 1 Janel Corporation Amended and Restated 2017 Equity Incentive Plan Stock Option Agreement (Non-statutory Stock Option) Pursuant to your Stock Option Grant Notice (?Grant Notice?) and this Stock Option Agreement, Janel Corporation (the ?Company?) has granted you an option under its Amended and Restated 2017 Equity Incentive Plan (the ?Plan?) to purchase the number of shares of the Company?s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. |
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| August 26, 2022 |
JANL / Janel Corp / Gonzalez John Joseph Ii - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| August 26, 2022 |
Exhibit 2 Janel Corporation Amended and Restated 2017 Equity Incentive Plan Stock Option Agreement (Non-statutory Stock Option) Pursuant to your Stock Option Grant Notice (?Grant Notice?) and this Stock Option Agreement, Janel Corporation (the ?Company?) has granted you an option under its Amended and Restated 2017 Equity Incentive Plan (the ?Plan?) to purchase the number of shares of the Company?s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. |
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| August 26, 2022 |
Exhibit 3 Janel Corporation Amended and Restated 2017 Equity Incentive Plan Stock Option Agreement (Non-statutory Stock Option) Pursuant to your Stock Option Grant Notice (?Grant Notice?) and this Stock Option Agreement, Janel Corporation (the ?Company?) has granted you an option under its Amended and Restated 2017 Equity Incentive Plan (the ?Plan?) to purchase the number of shares of the Company?s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. |
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| August 24, 2022 |
RBCN / Rubicon Technology, Inc. / JANEL CORP - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 2)* Rubicon Technology, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 78112T206 (CUSIP Number) Dominique Schulte Chie |
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| August 23, 2022 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets 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 19, 2022 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| August 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION SC TO-T/A 1 brhc10041013sctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) Rubicon Technology, Inc. (Name of Subject Company) Janel Corporation (Offeror) (Name of Filing Persons) Common stock, par value $0.001 per share (Titl |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) Rubicon Technology, Inc. (Name of Subject Company) Janel Corporation (Offeror) (Name of Filing Persons) Common stock, par value $0.001 per share (Title of Class of Securities) 78112T206 (CUSIP Nu |
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| August 10, 2022 |
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): August 10, 2022 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| August 5, 2022 |
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 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-60608 JANEL CORPORATION (E |
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| July 13, 2022 |
Exhibit (a)(1)(B) Letter of Transmittal to Tender Shares of Common Stock of RUBICON TECHNOLOGY, INC. |
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| July 13, 2022 |
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 13, 2022 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| July 13, 2022 |
SC TO-C 1 ny20004746x28k.htm SC TO-C 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 13, 2022 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction of |
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| July 13, 2022 |
Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock (Including the Associated Preferred Stock Purchase Rights) of RUBICON TECHNOLOGY, INC. |
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| July 13, 2022 |
Exhibit(a)(1)(E) Offer to Purchase for Cash Up to 1,108,000 Outstanding Shares of Common Stock (including Associated Preferred Stock Purchase Rights) of Rubicon Technology, Inc. |
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| July 13, 2022 |
Exhibit (a)(1)(D) Offer to Purchase for Cash Up to 1,108,000 Outstanding Shares of Common Stock (including Associated Preferred Stock Purchase Rights) of Rubicon Technology, Inc. |
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| July 13, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Schedule TO-T (Rule 14d-100) RUBICON TECHNOLOGY, INC. |
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| July 13, 2022 |
CONSENT, WAIVER AND SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Exhibit 10.1 EXECUTION COPY CONSENT, WAIVER AND SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This CONSENT, WAIVER AND SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this ?Second Amendment?) is made as of this 13th day of July, 2022, by and among: SANTANDER BANK, N.A., a national bank having a place of business at 28 State Street, Boston, Massachusetts |
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| July 13, 2022 |
CONSENT, WAIVER AND SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Exhibit 10.1 EXECUTION COPY CONSENT, WAIVER AND SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This CONSENT, WAIVER AND SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this ?Second Amendment?) is made as of this 13th day of July, 2022, by and among: SANTANDER BANK, N.A., a national bank having a place of business at 28 State Street, Boston, Massachusetts |
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| July 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Rubicon Technology, Inc. (Name of Subject Company) Janel Corporation (Offeror) (Name of Filing Persons) Common stock, par value $0.001 per share (Title of Class of Securities) 78112T206 (CUSIP Number of Class of S |
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| July 13, 2022 |
TABLE OF CONTENTS Exhibit (a)(1)(A) Offer to Purchase for Cash Up to 1,108,000 Outstanding Shares of Common Stock (including Associated Preferred Stock Purchase Rights) of Rubicon Technology, Inc. |
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| July 6, 2022 |
RBCN / Rubicon Technology, Inc. / JANEL CORP - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 1)* Rubicon Technology, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 78112T206 (CUSIP Number) Dominique Schulte Ch |
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| July 5, 2022 |
Exhibit 2.1 Execution version STOCK PURCHASE AND SALE AGREEMENT dated as of July 1, 2022 between JANEL CORPORATION and RUBICON TECHNOLOGY, INC. TABLE OF CONTENTS Page ARTICLE I THE OFFER AND PURCHASE 2 SECTION 1.1 The Offer. 2 SECTION 1.2 Maximum Purchase Limitation. 4 SECTION 1.3 Company Actions; Effective Time. 4 SECTION 1.4 Restricted Securities 4 ARTICLE II REPRESENTATIONS AND WARRANTIES OF TH |
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| July 5, 2022 |
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 1, 2022 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| July 5, 2022 |
RBCN / Rubicon Technology, Inc. / JANEL CORP - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )* Rubicon Technology, Inc. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 78112T206 (CUSIP Number) Dominique Schulte Chief |
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| July 5, 2022 |
Exhibit 99.1 TENDER AND VOTING AGREEMENT This TENDER AND VOTING AGREEMENT (this ?Agreement?) dated July 1, 2022, among Janel Corporation., a Nevada corporation (?Purchaser?)? Rubicon Technologies, Inc., a Delaware corporation (the ?Company?) (only with respect to Section 9 hereof and as a third party beneficiary of Section 4(f) hereof)? and Aldebaran Capital, LLC, an Indiana limited liability comp |
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| July 5, 2022 |
Exhibit 1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0. |
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| July 5, 2022 |
Exhibit 99.4 TENDER AND VOTING AGREEMENT This TENDER AND VOTING AGREEMENT (this ?Agreement?) dated July 1, 2022, among Janel Corporation., a Nevada corporation (?Purchaser?)? Rubicon Technologies, Inc., a Delaware corporation (the ?Company?) (only with respect to Section 9 hereof and as a third party beneficiary of Section 4(f) hereof)? and Poplar Point Capital Management, LLC, a Delaware limited |
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| July 5, 2022 |
Exhibit 99.2 TENDER AND VOTING AGREEMENT This TENDER AND VOTING AGREEMENT (this ?Agreement?) dated July 1, 2022, among Janel Corporation., a Nevada corporation (?Purchaser?)? Rubicon Technologies, Inc., a Delaware corporation (the ?Company?) (only with respect to Section 9 hereof and as a third party beneficiary of Section 4(f) hereof)? and Bandera Master Fund L.P., a Cayman Islands exempted partn |
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| July 5, 2022 |
Exhibit 2.1 Execution version STOCK PURCHASE AND SALE AGREEMENT dated as of July 1, 2022 between JANEL CORPORATION and RUBICON TECHNOLOGY, INC. TABLE OF CONTENTS Page ARTICLE I THE OFFER AND PURCHASE 2 SECTION 1.1 The Offer. 2 SECTION 1.2 Maximum Purchase Limitation. 4 SECTION 1.3 Company Actions; Effective Time. 4 SECTION 1.4 Restricted Securities 4 ARTICLE II REPRESENTATIONS AND WARRANTIES OF TH |
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| July 5, 2022 |
Exhibit 99.5 Janel Corporation to Launch a Cash Tender Offer to Acquire a 45% Interest in Rubicon Technology, Inc. at $20 Per Share Immediately Following the Tender Offer Rubicon will distribute cash of $11 per share to its Stockholders BENSENVILLE, IL., July 5, 2022 (GLOBE NEWSWIRE) ? Rubicon Technology, Inc. (Nasdaq:RBCN) (?Rubicon? or the ?Company?) announced today that it has entered into a de |
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| July 5, 2022 |
Exhibit 99.3 TENDER AND VOTING AGREEMENT This TENDER AND VOTING AGREEMENT (this ?Agreement?) dated July 1, 2022, among Janel Corporation., a Nevada corporation (?Purchaser?)? Rubicon Technologies, Inc., a Delaware corporation (the ?Company?) (only with respect to Section 9 hereof and as a third party beneficiary of Section 4(f) hereof)? and Sententia Capital Management LLC, a New York limited liab |
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| July 5, 2022 |
Exhibit 99.3 TENDER AND VOTING AGREEMENT This TENDER AND VOTING AGREEMENT (this ?Agreement?) dated July 1, 2022, among Janel Corporation., a Nevada corporation (?Purchaser?)? Rubicon Technologies, Inc., a Delaware corporation (the ?Company?) (only with respect to Section 9 hereof and as a third party beneficiary of Section 4(f) hereof)? and Sententia Capital Management LLC, a New York limited liab |
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| July 5, 2022 |
Exhibit 99.1 TENDER AND VOTING AGREEMENT This TENDER AND VOTING AGREEMENT (this ?Agreement?) dated July 1, 2022, among Janel Corporation., a Nevada corporation (?Purchaser?)? Rubicon Technologies, Inc., a Delaware corporation (the ?Company?) (only with respect to Section 9 hereof and as a third party beneficiary of Section 4(f) hereof)? and Aldebaran Capital, LLC, an Indiana limited liability comp |
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| July 5, 2022 |
Exhibit 99.5 Janel Corporation to Launch a Cash Tender Offer to Acquire a 45% Interest in Rubicon Technology, Inc. at $20 Per Share Immediately Following the Tender Offer Rubicon will distribute cash of $11 per share to its Stockholders BENSENVILLE, IL., July 5, 2022 (GLOBE NEWSWIRE) ? Rubicon Technology, Inc. (Nasdaq:RBCN) (?Rubicon? or the ?Company?) announced today that it has entered into a de |
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| July 5, 2022 |
Exhibit 99.2 TENDER AND VOTING AGREEMENT This TENDER AND VOTING AGREEMENT (this ?Agreement?) dated July 1, 2022, among Janel Corporation., a Nevada corporation (?Purchaser?)? Rubicon Technologies, Inc., a Delaware corporation (the ?Company?) (only with respect to Section 9 hereof and as a third party beneficiary of Section 4(f) hereof)? and Bandera Master Fund L.P., a Cayman Islands exempted partn |
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| July 5, 2022 |
Amendment to Senior Credit Facility Exhibit 10.1 July 1, 2022 (?Commitment Letter Date?) Janel Group, Inc. Expedited Logistics and Freight Services, LLC ELFS Brokerage LLC Janel Corporation Expedited Logistics and Freight Services, LLC 233 7th Street, Suite 100 Garden City, New York 11530 Amendment to Senior Credit Facility Ladies and Gentlemen: Reference is made to that certain Amended and Restated Loan and Security Agreement dated |
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| July 5, 2022 |
Amendment to Senior Credit Facility Exhibit 10.1 July 1, 2022 (?Commitment Letter Date?) Janel Group, Inc. Expedited Logistics and Freight Services, LLC ELFS Brokerage LLC Janel Corporation Expedited Logistics and Freight Services, LLC 233 7th Street, Suite 100 Garden City, New York 11530 Amendment to Senior Credit Facility Ladies and Gentlemen: Reference is made to that certain Amended and Restated Loan and Security Agreement dated |
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| July 5, 2022 |
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 1, 2022 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| July 5, 2022 |
Exhibit 99.4 TENDER AND VOTING AGREEMENT This TENDER AND VOTING AGREEMENT (this ?Agreement?) dated July 1, 2022, among Janel Corporation., a Nevada corporation (?Purchaser?)? Rubicon Technologies, Inc., a Delaware corporation (the ?Company?) (only with respect to Section 9 hereof and as a third party beneficiary of Section 4(f) hereof)? and Poplar Point Capital Management, LLC, a Delaware limited |
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| May 12, 2022 |
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Exhibit 10.1 FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This First Amendment to Amended and Restated Loan and Security Agreement (the ?First Amendment?) is made as of this 31st day of March, 2022, by and among: SANTANDER BANK, N.A., a national bank having a place of business at 28 State Street, Boston, Massachusetts 02109 (the ?Lender?); JANEL GROUP, INC., a New York corpo |
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| May 12, 2022 |
Exhibit 10.2 March 31, 2022 To the Holders of Janel Corporation Series C Cumulative Preferred Stock: As you know, Janel Corporation?s Series C Cumulative Preferred Stock, par value $0.001 per share (the ?Preferred C Shares?) is held by you as follows: Oaxaca Group 15,805 shares John Joseph Gonzalez II 250 shares John Eidinger 4,905 shares. Following discussions with you, Janel Corporation (?Janel? |
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| May 12, 2022 |
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 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-60608 JANEL CORPORATION ( |
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| April 8, 2022 |
JANL / Janel Corp / Eidinger John - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-2) INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| April 5, 2022 |
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 30, 2022 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| April 5, 2022 |
Exhibit 3.1 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Certificate, Amendment or Withdrawal of Designation NRS 78.1955, 78.1955(6) [J Certificate of Designation 0 Certificate of Amendment to Designation - Before Issuance of Class or Series IZi Certificate of Amendment to Designation - After Issuance of Class o |
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| April 5, 2022 |
Exhibit 3.2 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Certificate, Amendment or Withdrawal of Designation NRS 78.1955, 78.1955(6) l] Certificate of Designation D Certificate of Amendment to Designation ? Before Issuance of Class or Series 0 Certificate of Amendment to Designation - After Issuance of Class or |
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| April 4, 2022 |
As filed with the Securities and Exchange Commission on April 4, 2022 As filed with the Securities and Exchange Commission on April 4, 2022 Registration No. |
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| April 4, 2022 |
Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-8 JANEL CORPORATION (Exact name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0. |
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| February 9, 2022 |
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 December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-60608 JANEL CORPORATIO |
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| December 27, 2021 |
MEMBERSHIP INTEREST PURCHASE AGREEMENT Exhibit 10.43 MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS MEMBERSHIP PURCHASE AGREEMENT (the ?Agreement?) is made and entered into as of the 21st day of September, 2021 by and between JANEL GROUP, INC., a New York corporation (?Janel?), EXPEDITED LOGISTICS AND FREIGHT SERVICES, LLC, a Texas limited liability company (?ELFS?), DAVID W. FLAKE, RANDALL L. COCKRELL, STEVEN R. LALUMANDIER, and FREDERIC |
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| December 27, 2021 |
Exhibit 10.45 Janel Corporation AMENDED AND RESTATED 2017 Equity Incentive Plan (As Amended Through September 21, 2021) 1. Purposes. (a) Eligible Stock Award Recipients. The persons eligible to receive Stock Awards are Employees, Directors and Consultants. (b) Available Stock Awards. The purpose of the Plan is to provide a means by which eligible recipients of Stock Awards may be given an opportun |
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| December 27, 2021 |
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 September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 333-60608 JANEL CORPORATION (Exa |
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| December 27, 2021 |
EX-10.44 4 brhc10032139ex10-44.htm EXHIBIT 10.44 Exhibit 10.44 EXECUTION VERSION AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of September 21, 2021 among SANTANDER BANK, N.A., as Lender, JANEL GROUP, INC., EXPEDITED LOGISTICS AND FREIGHT SERVICES, LLC, a Texas limited liability company, and ELFS BROKERAGE, LLC, Jointly and Severally, Individually and Collectively, as Borrower, and JAN |
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| December 27, 2021 |
DESCRIPTION OF REGISTRANT’S SECURITIES EX-4.1 2 brhc10032139ex4-1.htm EXHIBIT 4.1 EXHIBIT 4.1 DESCRIPTION OF REGISTRANT’S SECURITIES As of September 30, 2021, Janel Corporation (the “Company”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: common stock, par value $0.001 per shares. Common Stock Janel Corporation (the “Company”) is authorized to issue up to 4,500,000 shares of |
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| November 3, 2021 |
Exhibit 99.1 EXPEDITED LOGISTICS AND FREIGHT SERVICES, LLC AND AFFILIATES TABLE OF CONTENTS December 31, 2020 and 2019 Page INDEPENDENT AUDITOR?S REPORT 1 COMBINED FINANCIAL STATEMENTS: Combined Balance Sheets 2 Combined Statements of Income and Changes in Members? Equity 3 Combined Statements of Cash Flows 4 Notes to Combined Financial Statements 5-10 INDEPENDENT AUDITOR?S REPORT To: The Members |
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| November 3, 2021 |
JANEL CORPORATION UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION EX-99.3 5 brhc10030348ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 JANEL CORPORATION UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION On September 21, 2021, Janel Corporation (the “Company” or “Janel”), through its wholly owned subsidiary Janel Group, Inc. (“Janel”), executed a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Expedited Logistics and Freight Services, LLC (“ELFS”), |
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| November 3, 2021 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 21, 2021 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction of Incorporati |
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| November 3, 2021 |
Exhibit 99.2 EXPEDITED LOGISTICS AND FREIGHT SERVICES, LLC AND AFFILIATES TABLE OF CONTENTS June 30, 2021 and December 31, 2020 Page INTERIM COMBINED FINANCIAL STATEMENTS: Interim Combined Balance Sheets 1 Interim Combined Statements of Income 2 Interim Combined Statements of Changes in Members? Equity 3 Interim Combined Statements of Cash Flows 4 Notes to Interim Combined Financial Statements 5-1 |
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| October 5, 2021 |
EX-10.1 2 brhc10029609ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov www.nvsilverflume.gov Filed in the Office of Secretary of State State Of Nevada Business Number C23576-2000 Filing Number 20211797964 Filed On 10/04/2021 08:26:27 AM Number of Pages 1 Certificate, Amendment or |
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| October 5, 2021 |
Exhibit 10.2 September 30, 2021 Janel Corporation 80 Eight Avenue 15th Floor New York, New York 10011 Re: Subscription Agreement (this ?Agreement?) for the Purchase of Series C Cumulative Preferred Stock of Janel Corporation Dear Oaxaca Group LLC: As of the date hereof pursuant to the terms and conditions listed below, the undersigned (the ?Investor?) hereby subscribes for the purchase of 1,200 sh |
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| October 5, 2021 |
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 30, 2021 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction of Incorporation) (Commission File |
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| September 27, 2021 |
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 21, 2021 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction of Incorporation) (Commission File |
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| August 6, 2021 |
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 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-60608 JANEL CORPORATION (E |
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| July 26, 2021 |
Entry into a Material Definitive Agreement, Termination of 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): July 22, 2021 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| May 10, 2021 |
10-Q 1 brhc1002431910q.htm 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 March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| February 23, 2021 |
As filed with the Securities and Exchange Commission on February 23, 2021 Registration No. |
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| February 11, 2021 |
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 December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-60608 JANEL CORPORATIO |
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| February 11, 2021 |
CONSENT AND FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT EX-10.1 2 brhc10020075ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 CONSENT AND FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Consent and Fifth Amendment to Loan and Security Agreement (the “Fifth Amendment”) is made as of this 4th day of December, 2020, by and among: SANTANDER BANK, N.A., a national bank having a place of business at 28 State Street, Boston, Massachusetts 02109 (the “Lender”); JANEL |
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| January 13, 2021 |
SUBSIDIARIES OF JANEL CORPORATION EX-21 5 brhc10018856ex21.htm EXHIBIT 21 EXHIBIT 21 SUBSIDIARIES OF JANEL CORPORATION Name State of Incorporation Janel Group, Inc. New York Indco, Inc. Tennessee Aves Labs Inc. Oregon Antibodies Inc. California PhosphoSolutions, LLC Nevada Atlantic Customs Brokerage, Inc. Connecticut |
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| January 13, 2021 |
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 September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 333-60608 JANEL CORPORATION (Exa |
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| January 13, 2021 |
AMENDMENT NO. 2 TO CREDIT AGREEMENT Exhibit 10.39 AMENDMENT NO. 2 TO CREDIT AGREEMENT This Amendment No. 2 to Credit Agreement (“Amendment No. 2”) dated effective as of July 1, 2020, entered into by and among INDCO, INC., a Tennessee corporation (“Borrower), and FIRST MERCHANTS BANK, an Indiana state banking institution, f/k/a First Merchants Bank, National Association (the “Lender”). W I T N E S S E T H : WHEREAS, the Borrower and |
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| January 13, 2021 |
DESCRIPTION OF REGISTRANT’S SECURITIES EX-4.1 2 brhc10018856ex4-1.htm EXHIBIT 4.1 EXHIBIT 4.1 DESCRIPTION OF REGISTRANT’S SECURITIES As of September 30, 2020, Janel Corporation (the “Company”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: common stock, par value $0.001 per shares. Common Stock Janel Corporation (the “Company”) is authorized to issue up to 4,500,000 shares of |
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| January 13, 2021 |
CONSENT, JOINDER AND FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT Exhibit 10.40 Execution Version CONSENT, JOINDER AND FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Consent, Joinder and Fourth Amendment to Loan and Security Agreement (the “Fourth Amendment”) is made as of this 22 day of July, 2020, by and among: SANTANDER BANK, N.A., a national bank having a place of business at 28 State Street, Boston, Massachusetts 02109 (the “Lender”); JANEL GROUP, INC |
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| December 30, 2020 |
NT 10-K 1 brhc10018428nt10k.htm NT 10-K Commission File Number: 333-60608 CUSIP Number: 47077R109 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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-CEN ☐ Form N-CSR For Period Ended: September 30, 2020 ☐ Transition Report on Form 10-K ☐ Transition Report on |
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| December 10, 2020 |
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 4, 2020 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| October 2, 2020 |
EX-10.1 2 brhc10015706ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 September 29, 2020 Janel Corporation 80 Eighth Avenue 15th Floor NewYork, NewYork 10011 Re: Subscription Agreement (this “Agreement”) for the Purchase of Series C Cumulative Preferred Stock of Janel Corporation Dear Oaxaca Group LLC: As of the date hereof pursuant to the terms and conditions listed below, the undersigned (the “Investor”) h |
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| October 2, 2020 |
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 29, 2020 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction of Incorporation) (Commission File |
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| September 22, 2020 |
JANL / Janel Corp. / Eidinger John - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-2) INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| August 10, 2020 |
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 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-60608 JANEL CORPORATION (E |
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| July 27, 2020 |
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, 2020 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| July 8, 2020 |
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 1, 2020 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| May 12, 2020 |
10-Q 1 form10q.htm 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 March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-6 |
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| May 12, 2020 |
Exhibit 10.1 LOAN AGREEMENT THIS LOAN AGREEMENT, made and entered into 4/19/2020, (this “Loan Agreement”) by and between JANEL CORPORATION (collectively, “Borrower”) and Santander Bank, N.A. (“Lender”). W I T N E S S E T H WHEREAS, of even date herewith, Lender and Borrower have entered into that certain U.S. Small Business Administration (“SBA”) loan wherein the Lender agreed to provide a loan (t |
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| April 23, 2020 |
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 19, 2020 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| March 6, 2020 |
JANL / Janel Corp. 10-Q - Quarterly Report - 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 December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-60608 JANEL CORPORATIO |
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| March 6, 2020 |
Entry into a Material Definitive Agreement 8-K/A 1 form8ka.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 4, 2020 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jur |
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| March 5, 2020 |
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT Exhibit 10.2 THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT This Third Amendment to Loan and Security Agreement (the “Third Amendment”) is made as of this 4th day of March, 2020, by and among: SANTANDER BANK, N.A., a national bank having a place of business at 28 State Street, Boston, Massachusetts 02109 (the “Lender”); JANEL GROUP, INC., a New York corporation (“Janel”), and HONOR WORLDWIDE LOGIS |
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| March 5, 2020 |
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 4, 2020 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| March 5, 2020 |
Exhibit 10.1 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of February 4, 2020 (the “Effective Date”) by and between 4040 EARNINGS WAY, LLC, a Kentucky limited liability company (“Seller”), and INDCO, INC., a Tennessee corporation (“Purchaser”). R E C I T A L S A. Seller is the owner of that certain parcel of land, containing approximately one and two-t |
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| February 18, 2020 |
Commission File Number: 333-60608 CUSIP Number: 47077R109 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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-CEN ☐ Form N-CSR For Period Ended: December 31, 2019 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| January 28, 2020 |
SUBSIDIARIES OF JANEL CORPORATION EXHIBIT 21 SUBSIDIARIES OF JANEL CORPORATION Name State of Incorporation Janel Group, Inc. New York Indco, Inc. Tennessee Aves Labs Inc. Oregon Antibodies Inc. California PhosphoSolutions, LLC Nevada AB Holdco, Inc. Nevada IgG, LLC Michigan Honor Worldwide Logistics, LLC Texas |
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| January 28, 2020 |
JANL / Janel Corp. 10-K - 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 September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 333-60608 JANEL CORPORATION (Exa |
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| January 28, 2020 |
DESCRIPTION OF REGISTRANT’S SECURITIES EX-4.1 2 ex41.htm EXHIBIT 4.1 EXHIBIT 4.1 DESCRIPTION OF REGISTRANT’S SECURITIES Common Stock Janel Corporation (the “Company”) is authorized to issue up to 4,500,000 shares of common stock, par value $0.001 per share, of which 843,812 shares were issued and outstanding as of September 30, 2019. The holders of common stock are entitled to one vote for each share held of record on all matters to be |
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| January 14, 2020 |
JANL / Janel Corp. NT 10-K/A - - NT 10-K/A Commission File Number: 333-60608 CUSIP Number: 47077R109 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25/A NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2019 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| December 27, 2019 |
JANL / Janel Corp. NT 10-K - - NT 10-K Commission File Number: 333-60608 CUSIP Number: 47077R109 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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-CEN ☐ Form N-CSR For Period Ended: September 30, 2019 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| December 16, 2019 |
JANL / Janel Corp. 10-Q - Quarterly Report - 10-Q 10-Q 1 form10q.htm 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 June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-60 |
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| November 22, 2019 |
JANL / Janel Corp. 10-Q - Quarterly Report - 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 March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-60608 JANEL CORPORATION ( |
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| October 18, 2019 |
JANL / Janel Corp. 10-Q - Quarterly Report - 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 December 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-60608 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 86-1005291 (State or other jurisdiction of incorporation or organization) (I. |
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| September 6, 2019 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 form8k.htm 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): August 30, 2019 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction of Incorporation |
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| September 6, 2019 |
Exhibit 10.1 AMENDMENT NO. 1 TO CREDIT AGREEMENT This Amendment No. 1 to Credit Agreement ("Amendment No. 1") dated effective as of August 30, 2019 entered into by and among INDCO, INC., a Tennessee corporation (“Borrower), and FIRST MERCHANTS BANK, an Indiana state banking institution, f/k/a First Merchants Bank, National Association (the “Lender”). W I T N E S S E T H : WHEREAS, the Borrower and |
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| September 6, 2019 |
EX-10.4 5 ex104.htm EXHIBIT 10.4 Exhibit 10.4 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT, dated effective as of August 30, 2019 (as restated, amended, modified or supplemented from time to time, the “Agreement”), is executed by JANEL CORPORATION, a Nevada corporation (the “Pledgor”), as the pledgor of the corporations, limited liability companies, partnerships or other entities as described on Exhibit |
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| September 6, 2019 |
EX-10.2 3 ex102.htm EXHIBIT 10.2 Exhibit 10.2 PROMISSORY NOTE (Term Loan) $5,500,000.00 Dated effective as of August 30, 2019 Final Maturity: August 30, 2024 On or before August 30, 2024 (“Final Maturity”), INDCO, INC., a Tennessee corporation (“Borrower”), promises to pay to the order of FIRST MERCHANTS BANK, an Indiana state banking institution, f/k/a First Merchants Bank, National Association ( |
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| September 6, 2019 |
PROMISSORY NOTE (Revolving Loan) Exhibit 10.3 PROMISSORY NOTE (Revolving Loan) $1,000,000.00 Dated effective as of August 30, 2019 Final Maturity: August 30, 2024 On or before August 30, 2024 (“Final Maturity”), INDCO, INC., a Tennessee corporation ("Borrower”), promises to pay to the order of FIRST MERCHANTS BANK, an Indiana state chartered bank, f/k/a First Merchants Bank, National Association (the “Bank”) at the offices of the |
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| August 14, 2019 |
JANL / Janel Corp. NT 10-Q - - NT 10-Q NT 10-Q 1 formnt10q.htm NT 10-Q Commission File Number: 333-60608 CUSIP Number: 47077R109 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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-CEN ☐ Form N-CSR For Period Ended: June 30, 2019 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ T |
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| August 13, 2019 |
JANL / Janel Corp. CORRESP - - August 13, 2019 VIA EDGAR Ms. Jennifer Thompson Accounting Branch Chief United States Securities and Exchange Commission Division of Corporation Finance Office of Consumer Products 100 F Street, N.E. Washington, D.C. 20549 Re: Janel Corporation Amendment No. 1 to Form 8-K Filed on July 24, 2019 File No. 333-60608 Dear Ms. Thompson: We have carefully considered each of the comments set forth in the |
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| July 26, 2019 |
Exhibit 10.31 September 28, 2016 VIA EMAIL: Mr. Gerard van Kesteren Dear Gerard: Thank you for this opportunity to offer my thoughts on how Janel Corporation might engage you for the long-term development of the company in all of its projects, and particularly in the success of our Janel Group, Inc. (“JGI”) transportation holding. The enclosed proposal, which is subject to the review and approval |
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| July 26, 2019 |
SUBSIDIARIES OF JANEL CORPORATION EXHIBIT 21 SUBSIDIARIES OF JANEL CORPORATION Name State of Incorporation Janel Group, Inc. |
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| July 26, 2019 |
Exhibit 10.30 February 7, 2017 VIA EMAIL: Mr. John J. Gonzalez II Dear JJ, Per our recent discussions, I enclose here a proposal to engage your experience and energy for the long-term success of Janel Corporation. The proposal contemplates your continued service as a director of the company and as a senior advisor. If the terms meet with your approval, please countersign the signature page and ret |
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| July 26, 2019 |
JANL / Janel Corp. 10-K - 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 September 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 333-60608 JANEL CORPORATION (Exa |
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| July 24, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 24, 2019 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction of Incorporation |
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| May 16, 2019 |
JANL / Janel Corp. NT 10-Q NT 10-Q NT 10-Q 1 formnt10q.htm NT 10-Q Commission File Number: 333-60608 CUSIP Number: 47077R109 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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: March 31, 2019 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ |
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| March 6, 2019 |
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): March 6, 2019 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| March 6, 2019 |
Exhibit 99.1 JANEL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in thousands, except share and per share data) December 31, September 30, 2018 2018 ASSETS Current Assets: Cash $ 721 $ 585 Accounts receivable, net of allowance for doubtful accounts 25,727 19,726 Inventory 2,465 2,391 Prepaid expenses and other current assets 428 354 Total current assets 29,341 23,056 Proper |
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| February 22, 2019 |
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 22, 2019 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction of Incorporation) (Commission File |
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| February 22, 2019 |
Exhibit 16.1 February 22, 2019 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, N. E. Washington, D.C. 20549 Ladies and Gentlemen: We have read Janel Corporation’s statements included under Item 4.01 of its Form 8-K dated February 22, 2019, and we agree with such statements, except that we are not in a position to agree or disagree with the statements that our dismis |
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| February 15, 2019 |
Commission File Number: 333-60608 CUSIP Number: 470773102 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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, 2018 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐ Transition Report on Form 11-K For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| January 30, 2019 |
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 24, 2019 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| January 2, 2019 |
NT 10-K 1 formnt10k.htm NT 10-K Commission File Number: 333-60608 CUSIP Number: 470773102 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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: September 30, 2018 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10- |
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| November 26, 2018 |
LIMITED WAIVER, JOINDER AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT EX-10.1 2 ex101.htm EXHIBIT 10.1 EXHIBIT 10.1 LIMITED WAIVER, JOINDER AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT This Limited Waiver, Joinder and Second Amendment to Loan and Security Agreement (the “Second Amendment”) is made as of this 20th day of November, 2018, by and among: SANTANDER BANK, N.A., a national bank having a place of business at 28 State Street, Boston, Massachusetts 0210 |
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| November 26, 2018 |
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 20, 2018 JANEL CORPORATION (Exact Name of Registrant as Specified in its Charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction of Incorporation) (Commission File |
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| September 28, 2018 |
EXHIBIT 10.1 REDEMPTION AGREEMENT THIS REDEMPTION AGREEMENT (the “Agreement”) is entered into as of the 24th day of September, 2018, by and between Janel Corporation, a Nevada corporation (“Janel”), and the undersigned holders (each, a “Series A Holder”, and collectively, the “Series A Holders”) of all of the issued and outstanding shares of Janel’s Series A Convertible Preferred Stock, par value |
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| September 28, 2018 |
8-K 1 s002457x18k.htm FORM 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): September 24, 2018 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction of |
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| August 13, 2018 |
JANL / Janel Corp. 10-Q (Quarterly Report) 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 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-60608 JANEL CORPORATION (Exa |
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| June 27, 2018 |
Exhibit 10.2 PROMISSORY NOTE Principal Loan Date Maturity Loan No Call / Coll Account Officer Initials $2,024,750.00 06-14-2018 06-14-2028 86994 References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Borrower: AB Merger Sub, Inc. 303 Merrick Road, Suite 400 Lynbrook, NY 11563 Lender: First Northern Bank of Dixon S |
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| June 27, 2018 |
Exhibit 10.8 THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH FEDERAL AND STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. SUBORDINATED PROMISSORY NOTE OF AB HOLDCO, INC. $46,916.02 June 22, 2018 |
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| June 27, 2018 |
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, 2018 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| June 27, 2018 |
Exhibit 10.4 COMMERCIAL GUARANTY Principal Loan Date Maturity Loan No Call / Coll Account Officer Initials $2,024,750.00 06-14-2018 06-14-2028 86994 References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations. Borrower: AB Merger Sub, Inc. |
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| June 27, 2018 |
Exhibit 10.9 THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH FEDERAL AND STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. SUBORDINATED PROMISSORY NOTE OF AB HOLDCO, INC. $296,891.26 June 22, 201 |
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| June 27, 2018 |
Deed of Trust, dated June 14, 2018, by Antibodies Incorporated, as Trustor. Exhibit 10.3 RECORDATION REQUESTED BY: First Northern Bank of Dixon Sacramento Branch 1375 Exposition Boulevard #101 Sacramento, CA 95815 WHEN RECORDED MAIL TO: First Northern Bank of Dixon Central Loan Department-94 P.O. Box 547 Dixon, CA 95620 FOR RECORDER'S USE ONLY DEED OF TRUST THIS DEED OF TRUST is dated June 14, 2018, among Antibodies Incorporated, a California corporation, whose address is |
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| June 27, 2018 |
Exhibit 10.7 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this "Agreement"), dated as of June 22, 2018, is entered into by and between (i) Michael L. Smith and Ardyce F. Smith 1994 Revocable Trust ("Purchaser"), and (ii) AB HoldCo, Inc., a Nevada corporation (the "Company"). Capitalized terms used but not otherwise defined herein have the meanings set forth in the Merger Agreement (as def |
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| June 27, 2018 |
Note Purchase Agreement, dated June 22, 2018, by and between AB HoldCo, Inc. and Richard Krogsrud. Exhibit 10.6 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this "Agreement"), dated as of June 22, 2018, is entered into by and between (i) Richard Krogsrud ("Purchaser"), and (ii) AB HoldCo, Inc., a Nevada corporation (the "Company"). Capitalized terms used but not otherwise defined herein have the meanings set forth in the Merger Agreement (as defined below). RECITALS A. Antibodies Incor |
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| June 27, 2018 |
Exhibit 10.1 BUSINESS LOAN AGREEMENT Principal Loan Date Maturity Loan No Call / Coll Account Officer Initials $2,024,750.00 06-14-2018 06-14-2028 86994 References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations. Borrower: AB Merger Sub, I |
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| June 27, 2018 |
Exhibit 10.5 COMMERCIAL GUARANTY Principal Loan Date Maturity Loan No Call / Coll Account Officer Initials $2,024,750.00 06-14-2018 06-14-2028 86994 References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations. Borrower: AB Merger Sub, Inc. |
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| May 22, 2018 |
JANL / Janel Corp. JANEL CORPORATION FORM 10-Q/A (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-60608 JANEL CORPORATION ( |
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| May 21, 2018 |
JANL / Janel Corp. JANEL CORPORATION FORM 10-Q (Quarterly Report) 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 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-60608 JANEL CORPORATION (Ex |
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| May 16, 2018 |
JANL / Janel Corp. JANEL CORPORATION FORM 12B-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 333-60608 (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: March 31, 2018 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] |
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| May 11, 2018 |
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 8, 2018 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| May 11, 2018 |
Exhibit 2.1 Execution Version Agreement and Plan of Merger by and among Antibodies Incorporated, AB HoldCo, Inc., AB Merger Sub, Inc., Richard Krogsrud, as Representative of the Stockholders and the Rollover Stockholders Signatory Hereto May 8, 2018 Table of Contents TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Certain Definitions 1 Section 1.2 Terms Defined Elsewhere 10 Section 1.3 |
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| May 11, 2018 |
EX-10.1 3 ex101.htm EXHIBIT 10.1 Exhibit 10.1 Janel Corporation AMENDED AND RESTATED 2017 Equity Incentive Plan Adopted: May 8, 2018 1. Purposes. (a) Eligible Stock Award Recipients. The persons eligible to receive Stock Awards are Employees, Directors and Consultants. (b) Available Stock Awards. The purpose of the Plan is to provide a means by which eligible recipients of Stock Awards may be give |
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| April 30, 2018 |
JANL / Janel Corp. JANEL CORPORATION FORM 10-Q (Quarterly Report) 10-Q 1 janel10q.htm JANEL CORPORATION 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 December 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 333-60608 JANE |
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| April 30, 2018 |
JANL / Janel Corp. JANEL CORPORATION FORM 10-K/A (Annual Report) 10-K/A 1 janel10ka.htm JANEL CORPORATION FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No.1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition per |
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| April 30, 2018 |
Subsidiaries of the Registrant EXHIBIT 21 SUBSIDIARIES OF JANEL CORPORATION Name State of Incorporation Janel Group, Inc. New York The Janel Group of Georgia, Inc. Georgia Alpha International, LP New York PCL Transport, LLC New Jersey Janel Alpha GP, LLC Delaware Janel Ferrara Logistics, LLC New Jersey Order Logistics, Inc. Nevada Liberty International, Inc. Rhode Island W.J. Byrnes & Co., Inc. California Indco, Inc. Tennessee |
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| March 23, 2018 |
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 21, 2018 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| March 23, 2018 |
Exhibit 10.1 LIMITED WAIVER, JOINDER AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT This Limited Waiver, Joinder and First Amendment to Loan and Security Agreement (the “First Amendment”) is made as of this 21st day of March, 2018, by and among: SANTANDER BANK, N.A., a national bank having a place of business at 28 State Street, Boston, Massachusetts 02109 (the “Lender”); JANEL GROUP, INC., a |
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| February 20, 2018 |
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 14, 2018 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction (Commission File Number) (IRS Emplo |
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| February 15, 2018 |
JANL / Janel Corp. JANEL CORPORATION FORM 12B-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 333- 60608 (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: December 31, 2017 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K |
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| January 30, 2018 |
Powers of Attorney (set forth on the signature page of this Registration Statement). As filed with the Securities and Exchange Commission on January 30, 2018 Registration No. |
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| January 10, 2018 |
POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Brendan J. |
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| January 4, 2018 |
Letter, dated January 4, 2018, from Paritz & Company, P.A. Exhibit 16.1 January 4, 2018 United States Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K of Janel Corporation dated January 4, 2018. We are in agreement with the statements made concerning our firm contained therein. Yours very truly /s/ Paritz & Company, P.A. Paritz & Company, P.A. |
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| January 4, 2018 |
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 , 2017 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction (Commission File Number) (IRS Empl |
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| December 27, 2017 |
Subsidiaries of the Registrant EXHIBIT 21 SUBSIDIARIES OF JANEL CORPORATION Name State of Incorporation Janel Group, Inc. New York The Janel Group of Georgia, Inc. Georgia Alpha International, LP New York PCL Transport, LLC New Jersey Janel Alpha GP, LLC Delaware Janel Ferrara Logistics, LLC New Jersey Order Logistics, Inc. Nevada Liberty International, Inc. Rhode Island W.J. Byrnes & Co., Inc. California Indco, Inc. Tennessee |
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| December 27, 2017 |
JANL / Janel Corp. JANEL CORPORATION FORM 10-K (Annual Report) 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 September 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 333-60608 JANEL CORPORATION (Exa |
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| October 17, 2017 |
EX-3.1 2 tv477159ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 Exhibit A to Certificate of Designation of Janel World Trade, Ltd. 4. Dividends. The holders of the Series C Cumulative Preferred Stock shall be entitled to receive, out of funds legally available therefor, annual dividends when, as and if declared by the Board, at the rates heretofore set forth from time to time in the Certificate of Designation |
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| October 17, 2017 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 17, 2017 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction of Incorporation |
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| October 17, 2017 |
EX-3.1 2 tv477071ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 *150303* BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Amendment to Certificate of Designation After Issuance of Class or Series (PURSUANT TO NRS 78.1955) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Amendment to Certifi |
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| October 17, 2017 |
EX-10.1 3 tv477071ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 LOAN AND SECURITY AGREEMENT Dated as of October 17, 2017 between SANTANDER BANK, N.A., as Lender, JANEL GROUP, INC., PCL TRANSPORT, LLC, JANEL ALPHA GP, LLC, W.J. BYRNES & CO., INC., LIBERTY INTERNATIONAL, INC., THE JANEL GROUP OF GEORGIA, INC. Jointly and Severally, Individually and Collectively, as Borrower, and JANEL CORPORATION, as a Loan |
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| October 17, 2017 |
Revolving Credit Note, effective as of October 17, 2017 payable to Santander Bank, N.A. Exhibit 10.2 REVOLVING CREDIT NOTE $10,000,000 October 17, 2017 FOR VALUE RECEIVED, the undersigned (hereinafter ?Borrower?) hereby PROMISES TO PAY to Santander Bank, N.A., a national banking association (?Lender?), or its registered assigns, at the principal office of Lender, or at such other place in the United States of America as the holder of this Note may designate from time to time in writi |
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| October 17, 2017 |
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 17, 2017 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction (Commission File Number) (IRS Employ |
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| September 5, 2017 |
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 29, 2017 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction (Commission File Number) (IRS Employe |
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| September 5, 2017 |
Exhibit 10.1 JANEL CORPORATION RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (this ?Award?) is made as of May 12, 2017 (the ?Grant Date?), by and between JANEL CORPORATION, a Nevada corporation (the ?Company?), and GERARD VAN KESTEREN (?Grantee?). EXPLANATORY STATEMENT Grantee is a Director of the Company and eligible to receive Stock Awards as defined in Section 2 of the |
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| August 4, 2017 |
JANL / Janel Corp. FORM 10-Q (Quarterly Report) 10-Q 1 v47224510q.htm 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 June 30, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 333-60608 JANEL CORPORATION Nevada |
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| May 12, 2017 |
EX-10.2 3 v466476ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Janel Corporation 2017 Equity Incentive Plan Adopted: May 12, 2017 Approved By Stockholders: , 201 1. Purposes. (a) Eligible Stock Award Recipients. The persons eligible to receive Stock Awards are Employees, Directors and Consultants. (b) Available Stock Awards. The purpose of the Plan is to provide a means by which eligible recipients of Stoc |
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| May 12, 2017 |
EX-3.7 2 v466476ex3-7.htm EXHIBIT 3.7 Exhibit 3.7 *150303* BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Amendment to Certificate of Designation After Issuance of Class or Series (PURSUANT TO NRS 78.1955) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Amendment to Certific |
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| May 12, 2017 |
10-Q 1 v46647610q.htm 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 March 31, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 333-60608 JANEL CORPORATION Nevada 86- |
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| April 5, 2017 |
JANL / Janel Corp. / Oaxaca Group L.l.c. - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| March 21, 2017 |
[JANEL LETTERHEAD] March 21, 2017 Via EDGAR Jim Allegretto, CPA Senior Assistant Chief Accountant Office of Consumer Products Division of Corporation Finance Securities and Exchange Commission Mail Stop 3561 100 F Street, N. |
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| March 3, 2017 |
[JANEL LETTERHEAD] March 3, 2017 Via EDGAR Jim Allegretto, CPA Senior Assistant Chief Accountant Office of Consumer Products Division of Corporation Finance Securities and Exchange Commission Mail Stop 3561 100 F Street, N. |
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| February 15, 2017 |
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 15, 2017 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction (Commission File Number) (IRS Emplo |
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| February 14, 2017 |
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 December 31, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 333-60608 JANEL CORPORATION (Exact name of registrant as speci |
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| January 5, 2017 |
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): January 5, 2017 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction (Commission File Number) (IRS Employe |
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| January 5, 2017 |
EX-99.1 2 v456278ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 January 4, 2017 To the Shareholders of Janel Corporation, Inc.: New management set out to improve Janel Corporation’s business just over three years ago. We implemented numerous changes that range in complexity but serve a simple mission: provide a long-term, supportive environment in which exceptional managers can run businesses focused on ser |
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| December 22, 2016 |
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 x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended September 30, 2016 or ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission file number: 333-60608 JANEL CORPORATION (Exa |
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| December 22, 2016 |
SUBSIDIARIES OF JANEL CORPORATION EXHIBIT 21 SUBSIDIARIES OF JANEL CORPORATION Name State of Incorporation Janel Group, Inc. New York The Janel Group of Georgia, Inc. Georgia Alpha International, LP New York PCL Transport, LLC New Jersey Janel Alpha GP, LLC Delaware Janel Ferrara Logistics, LLC New Jersey Order Logistics, Inc. Nevada Liberty International, Inc. Rhode Island INDCO, Inc. Tennessee |
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| August 9, 2016 |
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 June 30, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 333-60608 JANEL CORPORATION (Exact name of registrant as specified |
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| June 6, 2016 |
8-K 1 v4417168k.htm FORM 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): June 1, 2016 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction (Commission |
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| June 6, 2016 |
UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION The transactions contemplated by the Stock Purchase Agreement (the "Agreement"), by and among, Janel Corporation., (the ?Company?) and Indco, Inc, a Tennessee corporation, (?Indco?) was consummated on March 21, 2016.Attached hereto are the unaudited pro forma condensed statement of operations for the six months ended March 31, 2016 a |
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| June 6, 2016 |
INDCO, INC. COMPARATIVE FINANCIAL STATEMENTS DECEMBER 31, 2015 AND 2014 INDCO, INC. Exhibit 99.1 INDCO, INC. COMPARATIVE FINANCIAL STATEMENTS DECEMBER 31, 2015 AND 2014 INDCO, INC. CONTENTS Independent Auditors? Report 1-2 Comparative Financial Statements Balance Sheets 3-4 Statements of Income 5 Statements of Accumulated Deficit 6 Statements of Cash Flows 7 Notes to Financial Statements 8-16 INDEPENDENT AUDITORS? REPORT To the Board of Directors INDCO, Inc. We have audited the a |
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| June 6, 2016 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 21, 2016 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction (Commission File N |
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| May 16, 2016 |
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 March 31, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 333-60608 JANEL CORPORATION (Exact name of registrant as specifie |
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| April 12, 2016 |
8-K 1 v4368218k.htm FORM 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): April 11, 2016 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction (Commissi |
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| March 25, 2016 |
Exhibit 10.8 SECURITY AGREEMENT SECURITY AGREEMENT, dated effective as of February 29, 2016, between INDCO, INC., a Tennessee corporation (the “Company”), and FIRST MERCHANTS BANK, N.A., a national banking association (the “Lender”). WHEREAS, the Company and Lender have entered into a Credit Agreement dated as of even date (as amended and in effect from time to time, the “Credit Agreement”), pursu |
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| March 25, 2016 |
Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made as of the 21st day of March, 2016, by and between Kris B. Wilberding, residing at 5105 Creekwood Dr., Greenville, Indiana 47124 (hereinafter referred to as the ?Executive?), and INDCO, INC., a Tennessee corporation (hereinafter referred to as the ?Company?). EXPLANATORY STATEMENT The Executive is chief financial officer of the Com |
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| March 25, 2016 |
Oaxaca Group L.L.C. 68 Bank Street New York, NY 10014 March 21, 2016 Exhibit 10.4 Oaxaca Group L.L.C. 68 Bank Street New York, NY 10014 March 21, 2016 Janel Corporation 303 Merrick Road, Suite 400 Lynbrook, New York 11563 Re: Subscription Agreement (this ?Agreement?) for the Purchase of Series C Cumulative Preferred Stock of Janel Corporation Gentlemen: As of the date hereof pursuant to the terms and conditions listed below, the undersigned (the ?Investor?) hereby |
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| March 25, 2016 |
EX-10.5 7 v435167ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 CREDIT AGREEMENT dated effective as of February 29, 2016 between INDCO, INC., as the Borrower and FIRST MERCHANTS BANK, NATIONAL ASSOCIATION, as the Lender TABLE OF CONTENTS CREDIT AGREEMENT 1 Article I. DEFINITIONS 1 Section 1.01 Definitions 9 Section 1.02 Other Interpretive Provisions 13 Article II. COMMITMENTS OF THE LENDER; BORROWING 10 Sec |
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| March 25, 2016 |
EX-10.6 8 v435167ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 PROMISSORY NOTE (Term Loan) $6,000,000.00 Dated effective as of March 16, 2016 Final Maturity: March 15, 2021 On or before March 15, 2021 ("Final Maturity"), INDCO, INC., a Tennessee corporation ("Borrower"), promises to pay to the order of FIRST MERCHANTS BANK, NATIONAL ASSOCIATION (the “Bank”) at the offices of the Bank at 10333 North Meridia |
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| March 25, 2016 |
Exhibit 3.1 |
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| March 25, 2016 |
EX-10.9 11 v435167ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 THIS AGREEMENT OR INSTRUMENT AND THE OBLIGATIONS AND RIGHTS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN DEBT SUBORDINATION AGREEMENT DATED EFFECTIVE FEBRUARY 29, 2016 BY FIRST MERCHANTS BANK IN FAVOR OF PRESIDENTIAL FINANCIAL CORPORATION (THE “SUBORDINATION AGREEMENT”) TO THE “SENIOR DEBT” (AS DEF |
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| March 25, 2016 |
EX-10.2 4 v435167ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made as of the 21st day of March, 2016, by and between C. MARK HENNIS, residing at 708 Nottingham Parkway, Louisville, Kentucky 40222 hereinafter referred to as the “Executive”), and INDCO, INC., a Tennessee corporation (hereinafter referred to as the “Company”). EXPLANATORY STATEMENT The Execut |
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| March 25, 2016 |
Exhibit 10.1 STOCK PURCHASE AGREEMENT by and among JANEL CORPORATION, indCo, inc., and tennessee valley ventures ii, l.p Dated as of March 21, 2016 Effective as of March 1, 2016 Table of Contents Page Article I PURCHASE AND SALE OF THE STOCK; CLOSING 1 Section 1.1 Transfer of Stock; Further Assurances 1 Section 1.2 Closing 1 Section 1.3 Purchase Price and Payment 1 Section 1.4 Post-Closing Adjustm |
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| March 25, 2016 |
PROMISSORY NOTE (Revolving Loan) Exhibit 10.7 PROMISSORY NOTE (Revolving Loan) $1,500,000.00 Dated effective as of February 29, 2016 Final Maturity: February 28, 2021 On or before February 28, 2021 ("Final Maturity"), INDCO, INC., a Tennessee corporation ("Borrower”), promises to pay to the order of FIRST MERCHANTS BANK, NATIONAL ASSOCIATION (the “Bank”) at the offices of the Bank at 10333 North Meridian Street, Suite 350, Indian |
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| March 25, 2016 |
8-K 1 v4351678k.htm 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): March 21, 2016 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction (Commission Fi |
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| February 10, 2016 |
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 December 31, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 333-60608 JANEL CORPORATION (Exact name of registrant as speci |
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| December 29, 2015 |
SUBSIDIARIES OF JANEL CORPORATION EXHIBIT 21 SUBSIDIARIES OF JANEL CORPORATION Name Incorporated in Janel Group, Inc. |
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| December 29, 2015 |
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 x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended September 30, 2015 or ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission file number: 333-60608 JANEL CORPORATION (Exa |
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| December 29, 2015 |
JANEL CORPORATION REPORTS FISCAL YEAR END 2015 RESULTS EX-99.1 6 v427841ex99-1.htm PRESS RELEASE EXHIBIT 99.1 Janel Corporation For Immediate Release Contact: Investor Relations Janel Corporation (516) 256-8143 [email protected] JANEL CORPORATION REPORTS FISCAL YEAR END 2015 RESULTS LYNBROOK, NY – December 29, 2015 - Janel Corporation (OTCQB: JANL), a holding company which provides logistics services for importers and exporters worldwide through |
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| November 24, 2015 |
8-K 1 v4255908k.htm FORM 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): November 18, 2015 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Other Jurisdiction (Commi |
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| October 29, 2015 |
JANEL CORPORATION UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION EX-99.2 4 v423177ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 JANEL CORPORATION UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION The transaction (the “Transaction”) contemplated by the Stock Purchase Agreement (the "Agreement") by and among, Janel Corporation, (the ”Company”) and Liberty International Inc. (“Liberty”) closed on September 14, 2015. The following unaudited pro forma financial information |
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| October 29, 2015 |
EX-99.1 3 v423177ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 LIBERTY INTERNATIONAL INC. INDEX TO COMBINED FINANCIAL STATEMENTS FOR THE YEARS ENDED SEPTEMBER 30, 2014 AND 2013 AND FOR THE NINE MONTHS ENDED JUNE 30, 2015 AND JUNE 30, 2014 Audited Financial Statements of Liberty International Inc.: Independent Auditor’s Report F-2 Balance Sheets at September 30, 2014 and 2013 F-3 Statements of Operations fo |
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| October 29, 2015 |
Financial Statements and Exhibits 8-K/A 1 v4231778ka.htm FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 14, 2015 JANEL CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-60608 86-1005291 (State or Ot |
