JANEL CORP Files 8-K: Material Agreement & Shareholder Vote

TL;DR

JANEL CORP signed a big deal and is having a shareholder vote. Big moves ahead.

AI Summary

On August 20, 2025, JANEL CORP entered into a Material Definitive Agreement. The company also submitted matters to a vote of its security holders and filed financial statements and exhibits. The filing was made on August 22, 2025.

Why It Matters

This 8-K filing indicates significant corporate actions, including a new material agreement and shareholder votes, which could impact the company's future operations and stock value.

Risk Assessment

Risk Level: medium — Material definitive agreements and shareholder votes can introduce significant changes and uncertainties for a company.

Key Players & Entities

• JANEL CORP (company) — Registrant
• August 20, 2025 (date) — Date of earliest event reported
• August 22, 2025 (date) — Date of report
• Nevada (jurisdiction) — State of Incorporation
• 80 Eighth Avenue, New York, New York 10011 (address) — Principal Executive Offices
• ( 212 ) 373-5895 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $23 million — assumption by Rubicon of approximately $23 million of Janel Group's indebtedness and net w
• $1,500,000 — mpany a termination fee of either: (A) $1,500,000, if Rubicon is in breach of the Contrib
• $3,000,000 — conditions not being satisfied; or (B) $3,000,000, if Rubicon terminates the Contribution
• $0.001 — y's outstanding common stock, par value $0.001 per share (the " Common Stock "), so as

Filing Documents

• ef20054348_8k.htm (8-K) — 37KB
• ef20054348_ex2-1.htm (EX-2.1) — 303KB
• 0001140361-25-032381.txt ( ) — 528KB
• janl-20250820.xsd (EX-101.SCH) — 4KB
• janl-20250820_lab.xml (EX-101.LAB) — 20KB
• janl-20250820_pre.xml (EX-101.PRE) — 14KB
• ef20054348_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. On August 20, 2025, Janel Corporation, a Nevada corporation (the " Company ") and Rubicon Technology, Inc., a Delaware corporation (" Rubicon "), entered into a Contribution Agreement (the " Contribution Agreement ") pursuant to which the Company will transfer all of the issued and outstanding membership interests in Janel Group LLC ("Janel Group"), a wholly owned subsidiary of the Company, in exchange for (1) 7,000,000 newly issued shares of Rubicon's common stock, as a result of which the Company will beneficially own approximately 86.5% of the total voting power of Rubicon and (2) the assumption by Rubicon of approximately $23 million of Janel Group's indebtedness and net working capital liabilities. Under the terms of the Contribution Agreement, the Company's obligation to transfer the Janel Group to Rubicon is subject to certain conditions set forth in the Contribution Agreement, including the receipt of the approval of the majority of Rubicon's disinterested stockholders. The Contribution Agreement contains customary representations and warranties from both the Company and Rubicon, and the Company agreed to customary covenants, including, among others, covenants relating to the conduct of the business of Janel Group during the interim period between the execution of the Contribution Agreement and the closing of the Contribution (as defined in the Contribution Agreement). Rubicon is subject to certain restrictions on its ability to solicit third-party proposals relating to alternative transactions or provide information or enter into discussions in connection with alternative transactions, subject to certain exceptions to permit Rubicon's board of directors to comply with its fiduciary duties. Prior to the closing of the Contribution, under specified circumstances, the board of directors of Rubicon may change its recommendation to Rubicon's stockholders regarding its recommendation to the stockholders

07

Item 5.07. Submission of Matters to a Vote of Security Holders. On August 22, 2025, certain shareholders (the " Majority Shareholders ") of the Company, took action by written consent (" Written Consent ") to approve an amendment to the Company's Articles of Incorporation which would restrict certain transfers of the Company's outstanding common stock, par value $0.001 per share (the " Common Stock "), so as to preserve the value to the Company and its shareholders of certain tax benefits (the " Charter Amendment ") . As of such date, the Majority Shareholders held 881,076 shares of Common Stock, representing in the aggregate 74.27% of the outstanding shares of Common Stock. No shares of the Company's capital stock were cast "against" the approval of the Charter Amendment, and there were no abstentions or broker non-votes. On August 22, 2025, the Company filed a preliminary Information Statement on Schedule 14C with the U.S. Securities and Exchange Commission with respect to the approval by the Majority Shareholders of the Charter Amendment, and as soon as it may do so, the Company will mail the Information Statement to its shareholders of record as of August 22, 2025. The Charter Amendment will be effective upon its filing with the Secretary of State of the State of Nevada, which the Company expects will occur 20 days after the mailing of the Information Statement.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1* Contribution Agreement, dated as of August 20, 2025, between Janel Corporation and Rubicon Technology, Inc. 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document). * Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

SIGNATURES

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: August 22, 2025 By: /s/ Darren Seirer Darren Seirer Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR