JANEL CORP Files 8-K on Asset Acquisition/Disposition

TL;DR

JANEL CORP just filed an 8-K for asset acquisition/disposition - big moves happening!

AI Summary

On October 14, 2025, JANEL CORP filed an 8-K report detailing the completion of an acquisition or disposition of assets. The filing also included Regulation FD disclosures, other events, and financial statements and exhibits. The company, incorporated in Nevada, operates in the business services sector.

Why It Matters

This 8-K filing signals a significant corporate action for JANEL CORP, potentially impacting its business structure, financial performance, and future strategy.

Risk Assessment

Risk Level: medium — Acquisitions and dispositions inherently carry risks related to integration, valuation, and market reception.

Key Numbers

• 20251014 — Report Date (Date of the 8-K filing and earliest event reported.)

Key Players & Entities

• JANEL CORP (company) — Registrant
• Nevada (jurisdiction) — State of Incorporation
• 7389 (sic_code) — Standard Industrial Classification
• 861005291 (ein) — IRS Employer Identification No.
• 80 Eighth Avenue, New York, New York 10011 (address) — Principal Executive Offices
• 212-373-5895 (phone_number) — Registrant's telephone number
• JANEL WORLD TRADE LTD (company) — Former Company Name
• WINE SYSTEMS DESIGN INC (company) — Former Company Name

FAQ

Key Financial Figures

• $23 million — and (ii) Rubicon assumed approximately $23 million of Janel Group's indebtedness and net w
• $4.75 — 6,000 shares of Rubicon common stock at $4.75 per share in cash on or about October 1

Filing Documents

• ef20057034_8k.htm (8-K) — 40KB
• ef20057034_ex99-1.htm (EX-99.1) — 16KB
• 0001140361-25-038104.txt ( ) — 179KB
• janl-20251014.xsd (EX-101.SCH) — 4KB
• janl-20251014_lab.xml (EX-101.LAB) — 20KB
• janl-20251014_pre.xml (EX-101.PRE) — 14KB
• ef20057034_8k_htm.xml (XML) — 4KB

01

Item 2.01. Completion of Acquisition or Disposition of Assets. On October 14, 2025, Janel Corporation, a Nevada corporation (the " Company ") and Rubicon Technology, Inc., a Delaware corporation (" Rubicon ") closed the previously announced transfer (the " Contribution ") of all of the issued and outstanding membership interests in Janel Group LLC, a New York limited liability company and a wholly owned subsidiary of the Company (" Janel Group "), pursuant to the Contribution Agreement dated as of August 20, 2025 between the Company and Rubicon. Pursuant to the Contribution Agreement, in exchange for the membership interests of Janel Group, (i) the Company received 7,000,000 newly issued shares of Rubicon's common stock, as a result of which the Company beneficially owns approximately 86.5% of the total voting power of Rubicon and (ii) Rubicon assumed approximately $23 million of Janel Group's indebtedness and net working capital liabilities. Closing the Contribution allows Rubicon to acquire a profitable business and better access to capital. The Company's shareholders will benefit from its ownership of Rubicon. Prior to the closing of the Contribution, the Company owned approximately 46.6% of the issued and outstanding shares of Rubicon's common stock, and the Chief Executive Officer of the Company served as a director of Rubicon. The foregoing description of the Contribution Agreement and the Contribution does not purport to be complete and is qualified in its entirety by reference to the description in the Company's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the " SEC ") on August 22, 2025, which description is incorporated herein by reference, and the full text of the Contribution Agreement, a copy of which was filed by the Company as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on August 22, 2025, and which is incorporated herein by reference.

01

Item 7.01. Regulation FD Disclosure. On October 14, 2025, the Company and Rubicon issued a joint press release announcing the parties' closing of the Contribution and the Company's intention to commence the Tender Offer (as defined below), a copy of which is attached as Exhibit 99.l and is incorporated by reference herein. The information in Item 7.01 of this Report (as defined below), including Exhibit 99.1, are being furnished and shall not be deemed "filed" for the purpose of Section 18 of the Securities and Exchange Act of 1934, as amended, (the " Exchange Act ") or otherwise subject to liabilities of that Section. The information in Item 7.01 of this Report, including Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the " Securities Act ").

01

Item 8.01. Other Events. In connection with the closing of the Contribution, the Company intends to commence a tender offer to purchase up to 426,000 shares of Rubicon common stock at $4.75 per share in cash on or about October 16, 2025 (the " Tender Offer "). Upon the anticipated closing of the Tender Offer, the Company would own approximately 91% of Rubicon's common stock outstanding. The Tender Offer described in this Current Report on Form 8-K (this " Report ") has not yet commenced. This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell Rubicon's common stock. The Company will distribute an Offer to Purchase relating to the Tender Offer to Rubicon stockholders. Rubicon stockholders who would like to participate in the Tender Offer should review the terms of the Tender Offer set forth in such Offer to Purchase when it becomes available.

Forward-looking Statements

Forward-looking Statements This Report contains certain statements that are, or may deemed to be, "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and that reflect management's current expectations with respect to the Company's plans to commence and close the Tender Offer and the anticipated percentage ownership of Rubicon's common stock. These forward-looking statements may generally be identified using the words "may," "will," "intends," "plans," "projects," "believes," "should," "expects," "predicts," "anticipates," "estimates," and similar expressions or the negative of these terms or other comparable terminology. These statements are necessarily estimates reflecting management's best judgment based upon current information and involve several risks, uncertainties and assumptions. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made, and readers are advised that various factors could affect the Company's financial performance, including, but not limited to, those set forth in the Company's SEC filings, which could cause the Company's actual results for future periods to differ materially from those anticipated or projected in its SEC filings. While it is impossible to identify all such factors, such factors include, but are not limited to, the Company may fail to realize the expected benefits or strategic objectives of this transaction, or that the Company spend resources exploring acquisitions that are not consummated risks associated with litigation and indemnification claims and other unforeseen claims and liabilities that may arise from an acquisition changes in tax rates, laws or regulations and the Company's acquired companies and subsidiaries' ability to utilize anticipated tax benefits; the impact of rising interest rates on the Company's investments, business and operations; conflicts of interest with

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. (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 22, 2025). 99.1 Joint Press Release, dated October 14, 2025. 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

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: October 14, 2025 By: /s/ Nathan Shandy Chief Financial Officer, Treasurer and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR