JANL 8-K
Janel Corp (JANL)
8-K
2022-04-05
For: 2022-03-30
View Original
Added on
April 06, 2026
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
(Exact name of registrant as specified in its charter)
|
|
|
|
|
(State or Other Jurisdiction of Incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (212 ) 273-5895
N/A
(Former Name or Former Address if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Trading symbol
|
Name of each exchange on which registered
|
|
N/A
|
N/A
|
N/A
|
INFORMATION TO BE INCLUDED IN THE REPORT
| Item 1.01. |
Entry into a Material Definitive Agreement.
|
First Amendment to Amended and Restated Santander Bank Loan and Security Agreement
On March 31, 2022, Janel Group, Inc. (“Janel”), a wholly-owned subsidiary of Janel Corporation (the “Company”),
and Janel’s wholly-owned subsidiaries, as Borrowers, and the Company, as Loan Party Obligor, entered into the First Amendment (the “Amendment”) to the Amended and Restated Loan and Security Agreement, dated September 21, 2021 (the “Loan
Agreement”), with Santander Bank, N.A., in its capacity as Lender. Pursuant to, and among other changes effected by, the Amendment: (i) the maximum revolving facility amount available was increased from $30.0 million to $31.5 million
(limited to 85% of the borrowers’ eligible accounts receivable borrowing base and reserves, subject to adjustments set forth in the Loan Agreement); (ii) the LIBOR basis on which interest under the Loan Agreement was calculated under certain
circumstances was changed to SOFR; (iii) a one-time increase from $1,000,000 to $3,000,000 in the amount the Company was permitted to distribute to holders of the Company’s Series C Stock (as defined below); and (iv) the amount of indebtedness of
the Company’s Antibodies Incorporated subsidiary which the Company was permitted to guaranty was increased from $2,920,400 to $5,000,000.
Repurchase of Series C Cumulative Preferred Stock
On March 31, 2022, Janel entered into separate purchase agreements with each of the holders of the Company’s issued and outstanding shares of the Series C Cumulative Preferred Stock, par value
$0.001 per share (the “Series C Stock”). Pursuant to the terms of the respective purchase agreements, the Company purchased 4,687 shares of Series C Stock from two holders for a total of $2,999,944 (including accrued dividends), and
purchased 4,905 shares of Series C Stock (including the rights to all accrued dividends thereon) from one holder, in exchange for the issuance of 65,205 shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”)
valued at $47.00 per share of Common Stock (the closing price for the Common Stock on March 30, 2022), or a total value of $3,064,635. As a result of these repurchases, the number of issued and outstanding shares of Series C Stock was reduced from
20,960 shares to 11,368 shares.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.
|
The information required by this Item 2.03 with respect to the Loan Agreement and Amendment is set forth under Item 1.01 of this
Current Report on Form 8-K and is incorporated herein by reference.
| Item 3.02. |
Unregistered Sales of Equity Securities.
|
On March 30, 2022, the Board of Directors of the Company approved an equity grant of 15,000 shares of Common Stock as a Restricted Stock Award to a
consultant to the Company pursuant to the Company’s 2017 Equity Incentive Plan (the “2017 Plan”), vesting immediately.
The description of the issuance by the Company on March 31, 2022, of 65,205 shares of Common Stock in exchange for the surrender of 4,905 shares of
Series C Stock is set forth under Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
|
Reduction of Dividend on Series C Preferred Stock
On March 31, 2022, the Company submitted for filing to the Nevada Secretary of State a Certificate, Amendment or Withdrawal of Designation reducing
the dividend payable on outstanding shares of Series C Stock.
Withdrawal of Series B Convertible Preferred Stock
On March 31, 2022, the Company submitted for filing to the Nevada Secretary of State a Certificate, Amendment or Withdrawal of Designation withdrawing
the Company’s Series B Convertible Preferred Stock from the Company’s Articles of Incorporation.
| Item 9.01. |
Financial Statements and Exhibits.
|
| (d) |
Exhibits
|
The following exhibits are filed herewith:
|
Exhibit No.
|
Description
|
|
The Company’s Certificate, Amendment or Withdrawal of Designation pursuant to NRS 78.1955 with respect to Series C Cumulative Preferred Stock
|
|
|
The Company’s Certificate, Amendment or Withdrawal of Designation pursuant to NRS 78.1955 with respect to Series B Convertible Preferred Stock
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
|
JANEL CORPORATION
|
||
|
(Registrant)
|
||
|
Date: April 5, 2022
|
By:
|
/s/ Dominique Schulte
|
|
Dominique Schulte
|
||
|
Chief Executive Officer
|
||
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 or Series
0 Certificate of Withdrawal of
Certificate of Designation
TYPE OR PRINT• USE DARK INK ONLY• DO
NOT HIGHLIGHT
1. Entity information: Name of
entity:
!Janel Corporation
Entity or Nevada Business
Identification Number (NVID): ic23s7e-2000
2. Effective date and For Certificate
of Designation or 1- Time: r Date:
time: Amendment to Designation Only L
____
I
I
(Optional): (must not be later than
90 days after the certificate is filed)
3. Class or series of The class or
series of stock being designated within this filing:
stock: (Certificate of Designation
only) l i
4. Information for The original class
or series of stock being amended within this filing:
amendment of class ' -- ---••-•- '
or series of stock: /Series C
Cumulative Preferred Stock . i j
i
5. Amendment of [ ] Certificate of
Amendment to Designation- Before Issuance of Class or Series
class or series of As of the date of
this certificate no shares of the class or series of stock have been issued.
stock: !Zi Certificate of Amendment
to Designation- After Issuance of Class or Series
The amendment has been approved by
the vote of stockholders holding shares in the corporation
entitling them to exercise a majority
of the voting power, or such greater proportion of the voting
power as may be required by the
articles of incorporation or the certificate of designation.
6. Resolution: By resolution of the
board of directors pursuant to a provision in the articles of incorporation this
Certificate of Designation
certificate establishes OR amends the following regarding the voting powers, designations,
and Amendment to preferences,
limitations, restrictions and relative rights of the following class or series of stock.*
Designation only)
7. Withdrawal: Designation being1 --
I Date of I I Withdrawn: Designation:
No shares of the class or series of
stock being withdrawn are outstanding.
The resolution of the board of
directors authorizing the withdrawal of the certificate of
designation establishing the class or
series of stock: *
8. Signature: (Required)
Date:
Signature of Officer
* Attach additional page(s) if
necessary Page 1 of 1
Revised: 1/1/2019 This form must be
accompanied by appropriate fees.
EXHIBIT A
WHEREAS, the Board has determined that
it is in the best interests of the Company and its
shareholders to reduce the dividend
rate payable on the shares of Series C Cumulative Preferred Stock (the "Series C
Preferred Stock") ; and
WHEREAS, the holders of the outstanding
shares of Series C Preferred Stock have unanimously
approved such reduction in dividend
rate.
NOW THEREFORE BE IT,
RESOLVED, that the Board hereby
approves a decrease in the dividend rate payable
on the Series C Preferred Stock as
follows (such action, the "Series C Amendment"):
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 f01ih from time to time in
the Ce1iificate of Designation for the
Series C Cumulative Preferred Stock, and
commencing on the date of the filing of
this Amendment, at the annual rate of five
percent (5.0%) with a one percent (1%)
increase on each January l81 beginning
January 1, 2024 and on each January 1
thereafter for four years, such that: (a) as of
January 1, 2024 the annual dividend
shall be at the rate of six percent (6.0%), (b) as
of January 1, 2025 the annual dividend
shall be at the rate of seven percent (7.0%),
(c) as of January 1, 2026 the annual
dividend shall be at the rate of eight percent
(8.0%) and (d) as of January 1, 2027,
and for every year thereafter, the annual
dividend shall be at the rate of nine
percent (9.0%). Such dividends are (i) prior and
in preference to any declaration or
payment of any dividend or other distribution on
Common Stock ( other than a dividend
payable in shares of Common Stock) or on
any other class or series of capital
stock ranking junior to the Series C Cumulative ,
Preferred Stock with respect to
dividei:ids, (ii) pari passu with any other shares of
Prefe11ed Stock entitled to participate
pari passu with the Series C Cumulative
Preferred Stock with respect to
dividends and (iii) subject to the rights of aqy series
of Preferred Stock that ranks, with
respect to dividends, senior to the Series C
Cumulative Preferred Stock. Such
dividends shall accrue on each share of Series C
Cumulative Preferred Stock on a daily
basis from the Original Issuance Date
whether or not earned or declared and
whether or not there shall be net assets or
profits of the Corporation legally
available for the payment of such dividends. Such
dividends shall be cumulative, so that
if such dividends with respect to any previous
or current dividend period at the rate
provided for herein have not been paid on all
shares of Series C Cumulative Preferred
Stock at the time outstanding, the deficiency
shall be fully paid on such shares
before any distribution shall be paid on, or declared
and set apart for, Common Stock or any
other class or series of capital stock ranking
junior to the Series C Cumulative
Preferred Stock with respect to dividends.
RESOLVED FURTHER, that the President or
Secretary of the Company is
authorized, empowered and directed to
execute and file a Certificate, Amendment or
Withdrawal of Designation and/or such
other documents or instruments as may be required
pursuant to Nevada Revised Statutes
("NRS") 78.1955 to effect the Series C Amendment.
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 Series
IZl Certificate of Withdrawal of
Certificate of Designation
TYPE OR PRINT • USE DARK INK ONLY •
00 NOT HIGHLIGHT
1. Entity information: Name of
entity:
!Janel Corporation
Entity or Nevada Business
Identification Number (NVID): lc23s16-2000
2. Effective date and For Certificate
of Designation or Date: ,
Time: ! I time: Amendment to
Designation Only l
I
I
(Optional): (must not be later than
90 days after the certificate is filed)
3. Class or series of The class or
series of stock being designated within this filing:
stock: (Certificate of i __i
Designation only)
4. Information for The original class
or series of stock being amended within this filing:
amendment of class
' .
or series of stock:
5. Amendment of D Certificate of
Amendment to Designation- Before Issuance of Class or Se~ies
class or series of As of the date of
this certificate no shares of the class or series of stock have been issued.
stock: n Certificate of Amendment to
Designation- After Issuance of Class or Series
The amendment has been approved by
the vote of stockholders holding shares in the corporation
entitling them to exercise a majority
of the voting power, or such greater proportion of the voting
power as may be required by the
articles of incorporation or the certificate of designation.
6. Resolution: By resolution of the
board of directors pursuant to a provision in the articles of incorporation this
Certificate of Designation
certificate establishes OR amends the following regarding the voting powers, designations,
and Amendment to preferences,
limitations, restrictions _and relative rights_of thefollowing classor_series of_stock.*
Designation only) I --
7. Withdrawal:
~~t~~nation being)Series B
Convertible Preferred Stcj gat~ of r j 10/17/2007 I 1 rawn: es1gna ,on:
No shares of the class or series of
stock being withdrawn are outstanding.
The resolution of the board of
directors authorizing the withdrawal of the certificate of
designation establishing the class or
series of stock: *
See attached Exhibit A.
8. Signature: (Required) X L Date:
Signature of Officer
* Attach additional page(s) if
necessary Page 1 of 1
Revised: 11112019 This form must be
accompanied by appropriate fees.
EXHIBIT A
WHEREAS, the Company has a previously
filed a Certificate of Designation establishing the
Company's Series B Conve1tible
Preferred Stock (the "Series B Preferred Stock"); and
WHEREAS, all outstanding shares of
Series B Preferred Stock have been converted into
shares of the Company's Common Stock
pursuant to the tenns of the Series B Preferred Stock and no shares
of Series B Preferred Stock remain
outstanding; and
WHEREAS, the Company desires to
withdraw the Certificate of Designation with respect
to the Series B Preferred Stock from
the Company's A11icles of Incorporation (the "Series B
Withdrawal").
NOW, THEREFORE, BE IT
RESOLVED, that the Board hereby
approves and the Company is
hereby authorized to effect the
Series B Withdrawal.
RESOLVED FURTHER, that the President
or Secretary of the
Company is authorized, empowered and
directed to execute and file a
Certificate, Amendment or Withdrawal
of Designation and/or such other
documents or instruments as may be
required pursuant to Nevada Revised
Statutes ("NRS") 78.1955 to effect
the Series B Withdrawal.
RESOLVED FURTHER, that the President
of the Company is
hereby authorized, empowered and
directed to execute, acknowledge and
deliver on behalf of the Company the
documents, filings and such other
ancillary documents, agreements,
certificates and instruments relating to the
Series B Withdrawal as may be
required and which are presented to the
President and to make such changes to
the documents and such other
ancillary documents, agreements,
certificates and instruments as the
President deems necessary or
advisable, such approval evidenced by the
President's signature on each such
document, agreement, certificate and/or
instruments.