JanOne Reports Material Agreement & Unregistered Equity Sales

TL;DR

**JanOne just reported a *material agreement* and *unregistered equity sales* on Feb 23, but the filing is light on details!**

AI Summary

JanOne Inc. filed an 8-K on February 28, 2024, reporting two key events that occurred on February 23, 2024: the entry into a Material Definitive Agreement and Unregistered Sales of Equity Securities. The filing, however, does not provide specific details regarding the parties involved, the financial terms, or the nature of these events.

Why It Matters

The entry into a material definitive agreement could significantly alter JanOne's strategic direction or financial position, while unregistered equity sales typically indicate capital raising efforts and potential dilution for existing shareholders.

Risk Assessment

Risk Level: medium — The lack of specific details regarding the material agreement and the unregistered equity sales introduces uncertainty regarding their financial impact and potential dilution for existing shareholders.

Key Players & Entities

• JanOne Inc. (company) — Registrant
• 03 Life Sciences (company) — Organization Name
• Nevada (company) — State of Incorporation
• Las Vegas (company) — City of Business Address

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 par value per share JAN The NASDAQ Stoc
• $0 — (the " Units "), at a price per Unit of $0.735, for an aggregate purchase price of
• $300,000 — 735, for an aggregate purchase price of $300,000 per investor for an aggregate price of
• $600,000 — per investor for an aggregate price of $600,000 (the " Unit Purchases "). Each Unit con
• $0.61 — per-Unit price is allocated as follows: $0.61 per share of Common Stock and $0.125 pe
• $0.125 — ws: $0.61 per share of Common Stock and $0.125 per Warrant. The Warrant has a three-ye

Filing Documents

• jan-20240223.htm (8-K) — 34KB
• ex10105_janonecommonstockp.htm (EX-10.105) — 120KB
• ex10106_janoneunitpurchase.htm (EX-10.106) — 126KB
• 0001628280-24-007613.txt ( ) — 460KB
• jan-20240223.xsd (EX-101.SCH) — 2KB
• jan-20240223_lab.xml (EX-101.LAB) — 25KB
• jan-20240223_pre.xml (EX-101.PRE) — 13KB
• jan-20240223_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On February 23, 2024, JanOne Inc. (the " Company ") entered into Unit Purchase Agreements (each, a " Purchase Agreement ") with two otherwise unaffiliated third-party investors (the " Investors "), pursuant to which each Investor agreed to purchase 408,163 units of securities from the Company (the " Units "), at a price per Unit of $0.735, for an aggregate purchase price of $300,000 per investor for an aggregate price of $600,000 (the " Unit Purchases "). Each Unit consists of one share of common stock, par value $0.001 per share, of the Company (" Common Stock "), and one warrant to purchase an additional share of Common Stock (the " Warrant "). The per-Unit price is allocated as follows: $0.61 per share of Common Stock and $0.125 per Warrant. The Warrant has a three-year term and will be immediately exercisable. Each Warrant is exercisable at $0.61 per share. The Company intends to use the proceeds from the Unit Purchases for general corporate purposes. Mint Capital Advisors Ltd., a Bahamian registered broker-dealer, acted as the financial advisor to the Company (the " Advisor ") for the Company in connection with the sale of the Units. In connection with the closing of the sales, the Advisor received was issued 81,632 Units for an aggregate cash-equivalent fee of approximately 10% of the gross proceeds raised from the sale of the Units Offering. The representations, warranties, and covenants contained in each Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreements. In addition, such representations, warranties, and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreements and not as statements of fact and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the form of the Purchase Agreement is included

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 above related to the Units and the Warrant is incorporated herein by reference into this Item 3.02. The Units were issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the " Securities Act "), and/or Rule 506 of Regulation D promulgated under the Securities Act, as the transaction did not involve any public offering. Accordingly, none of the Units, the shares of Common Stock and Warrants included in the Units, and the shares of Common Stock issuable upon the exercise of the Warrants was registered under the Securities Act. Section 9 – Financial Statements and Exhibits

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.105 Form of Common Stock Purchase Warrant, dated February [*], 2024. 10.106 Form of Unit Purchase Agreement, dated February [*], 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. JanOne Inc. By: /s/ Tony Isaac Name: Tony Isaac Title: President and Chief Executive Officer Dated: February 28, 2024

View Full Filing

View this 8-K filing on SEC EDGAR