What changed in this filing

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Item 1. Business

2024-12-06 compared with 2023-12-08 · 84 added, 88 removed, 160 unchanged (52% of the section changed)

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Logistics, Life Sciences and Manufacturing.

The Company strives

to create shareholder value primarily through three strategic priorities:

supporting its businesses’ efforts to make investments and to build long-term profits; allocating Janel capital at high risk-adjusted rates of return; and attracting and

retaining exceptional talent.

Management at the Janel holding company focuses on significant capital allocation decisions, corporate governance and supporting Janel’s subsidiaries where appropriate.

Janel expects to grow

through its subsidiaries’ organic growth and by completing acquisitions.

We plan to either acquire businesses within our existing segments or expand our portfolio into new strategic segments.

Our acquisition strategy focuses on reasonably priced

companies with strong and capable management teams, attractive existing business economics and stable and predictable earnings power.

strives to create shareholder value primarily through three strategic priorities:

supporting its businesses’ efforts to make investments and to build long-term profits; allocating Janel’s capital at high risk-adjusted rates of return; and

attracting and retaining exceptional talent.

Management at the Janel holding company focuses on significant capital allocation decisions, corporate governance and supporting Janel’s

subsidiaries where appropriate.

Janel expects to grow through its subsidiaries’ organic growth and by completing acquisitions.

We plan to either acquire businesses within our existing segments or expand our portfolio into new strategic

Our acquisition strategy focuses on reasonably priced companies with strong and capable management teams, attractive existing business economics and stable and predictable earnings power.

Janel was incorporated on August 31, 2000 and is domiciled in the state of Nevada.

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As of September 30, 2024, Janel and its consolidated subsidiaries employed 334 full-time employees in the United States.

None of these employees is covered by a collective bargaining agreement.

None of these employees is covered by a collective bargaining

Janel and its subsidiaries have experienced no work stoppages and consider relations with their employees to be good.

Successful execution of our strategy is dependent on attracting, developing and retaining key employees and members of our

management team.

Successful execution of our strategy is dependent on attracting, developing and retaining key employees and

members of our management team.

The skills, experience and industry knowledge of our employees significantly benefit our operations and performance.

We continuously evaluate, modify and enhance our internal processes and technologies to increase employee

engagement, productivity, efficiency opportunities, skills and resources needed for success.

We continuously evaluate, modify and enhance our internal processes and technologies to

increase employee engagement, productivity, efficiency opportunities, skills and resources needed for success.

Our Business Segments

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The Company’s Logistics segment is comprised of several wholly-owned subsidiaries.

The Logistics segment is a non-asset based, full-service provider of cargo transportation logistics management

services, including freight forwarding via air-, ocean- and land-based carriers;

The Logistics segment is a non-asset based, full-service provider of cargo transportation logistics

management services, including freight forwarding via air, ocean and land-based carriers;

customs brokerage services;

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trucking and other value-added logistics services.

In addition to these revenue streams, the

Company earns accessorial revenue in connection with its core services.

Accessorial revenue includes, but is not limited to, fuel service charges, wait time fees, hazardous cargo fees, labor charges, handling, cartage, bonding and additional

labor charges.

In addition to these revenue

streams, the Company earns accessorial revenues in connection with its core services.

Accessorial revenues include, but are not limited to, fuel service charges, wait time fees, hazardous cargo fees, labor charges, handling, cartage,

bonding and additional labor charges.

On June 5, 2024, the Company completed a business combination whereby it acquired a majority ownership position in Airschott , a

non-asset-based freight forwarder and customs broker.

At closing, the Company purchased 80% of the outstanding stock of Airschott.

The Company also agreed to purchase the remaining 20% of Airschott stock in three years subject to

certain closing conditions.

Life Sciences

The Company’s Life Sciences segment is comprised of several wholly-owned subsidiaries.

The Company’s Life Sciences segment manufactures and distributes high-quality monoclonal and polyclonal

antibodies, diagnostic reagents and other immunoreagents for biomedical research and provides antibody manufacturing for academic and industry research scientists.

Our Life Sciences segment also produces products for other life science companies

on an original equipment manufacturer (OEM) basis.

On May 22, 2023, the Company acquired all the rights, title and interests to a royalty agreement for certain antibody products, which we include in our Life Sciences segment.

On March 2, 2023, the Company completed a business combination whereby it acquired all of the outstanding stock of Stephen Hall, PhD Ltd., which we include in our Life Sciences segment.

The Company’s Life Sciences segment manufactures and distributes antibodies as well as research and

diagnostic reagents for, and provides custom services to academic, non-profit and commercial customers.

On November 1, 2022, the Company completed a business combination whereby it acquired all of the outstanding stock of ImmunoBioScience Corporation, which we include in our Life Sciences

On August 15, 2022, the Company completed a business combination whereby it acquired all the membership interests of ECM Biosciences LLC, which we include in our Life Sciences segment.

On March 2, 2023, the Company completed a business combination whereby it acquired all of the outstanding stock of Stephen Hall, PhD Ltd., which we include in our Life Sciences segment.

On May 22, 2023, the Company acquired all the rights, title and interests to a royalty agreement for certain antibody products, which we include in our Life Sciences segment.

On February 1, 2024, the Company completed a business combination whereby it acquired all of the outstanding stock of ViraQuest Inc., which we include in our Life Sciences segment.

Manufacturing

The Company’s Manufacturing segment is comprised of Indco, Inc.

Indco is a majority-owned subsidiary of the Company that manufactures and distributes mixing equipment and apparatuses

for specific applications within various industries.

Indco is a majority-owned subsidiary of the Company that manufactures and distributes mixing equipment and

apparatuses for specific applications within various industries.

Indco’s customer base is comprised of small- to mid-sized businesses as well as other larger customers for which Indco fulfills repetitive production orders.

Investment in Marketable Securities - Rubicon

On August 19, 2022, the Company acquired 1,108,000 shares of the common stock, par value $0.001 per share, of Rubicon Technology, Inc.

(“Rubicon”), at a price per share of $20.00, in a cash

tender offer made pursuant to the Stock Purchase and Sale Agreement, dated July 1, 2022, between the Company and Rubicon (the “Rubicon Purchase Agreement”).

Pursuant to the terms of the Rubicon Purchase Agreement, the acquired shares represent

45.0% of Rubicon’s issued and outstanding shares of common stock as of August 3, 2022, as reported in Rubicon’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, filed with the SEC on August 12, 2022.

The Company owned

approximately 46.6% of Rubicon’s issued and outstanding shares of common stock as of September 30, 2023.

Rubicon is an advanced materials provider specializing in monocrystalline sapphire for applications in optical and industrial systems.

The purpose of our investment in Rubicon is for Janel to

acquire a significant ownership interest in Rubicon, together with representation on Rubicon’s Board, in an attempt to (i) restructure the Rubicon business to achieve profitability and (ii) assist Rubicon in utilizing its net operating loss

carry-forward assets.

Although we are optimistic about our investment in Rubicon, our investment involves risks and uncertainties that are beyond our control, including those discussed herein under Item 1A, Risk Factors.

As of each of September 30, 2023 and September 30, 2024, the Company owned 1,108,000 shares or approximately 46.6%, of the common stock of Rubicon Technology, Inc.

Rubicon is an

advanced materials provider specializing in monocrystalline sapphire for applications in optical and industrial systems.

The purpose of our investment in Rubicon was for Janel to acquire a significant ownership interest in Rubicon,

together with representation on Rubicon’s Board, in an attempt to (i) restructure the Rubicon business to achieve profitability and (ii) assist Rubicon in utilizing its net operating loss carry-forward assets.

Our investment involves

risks and uncertainties are discussed herein under Item 1A, Risk Factors.

The Company’s Logistics segment helps clients move and manage freight efficiently to reduce inventories and to increase supply chain speed and reliability.

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and the rate Logistics charges the customer for the provider’s service.

Its freight consolidation activities, in addition to on-going volume-based relationships with providers, allow Logistics to command preferred service rates that can be passed

on profitably to the customer.

Its freight consolidation activities, in addition to on-going volume-based relationships with providers, allow Logistics to command preferred service rates that can be

passed on profitably to the customer.

As a non-asset-based logistics provider, we own only a minimal amount of equipment.

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During the fiscal year ended September 30, 2024, Logistics handled approximately 151,200 individual import and export shipments originating or terminating in countries around the world.

Approximately 49% of the revenues from these activities related to trucking, 25% to ocean freight, 14% to air freight, 5% to custom brokerage and the remainder of 7% to other.

Approximately 46% of the revenues from these activities related to trucking, 25% to ocean freight, 17% to air freight, with the remainder of 12% to customs brokerage and other.

Based upon revenues, our customers are diverse, with the largest individual customer accounting for about 2.2% of revenues and the top ten customers accounting for 17.4% of revenues during

As of September 30, 2023, our Logistics segment operated out of twenty-five full-service locations in the United States and maintained a network of independent agent relationships in many

As of September 30, 2024, our Logistics segment operated out of twenty-seven full-service locations in the United States and maintained a network of independent agent relationships in many

trading countries, giving it the ability to provide a global service to its clients.

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The freight forwarding industry requires dealings in currencies other than the U.S.

As a result, our Logistics segment is exposed to the inherent risks of international currency markets

and governmental interference.

As a result, our Logistics segment is exposed to the inherent risks of international currency

markets and governmental interference.

Some countries in which the Logistics segment maintains agent relationships have currency control regulations that influence our ability to hedge foreign currency exposure.

Logistics tries to manage these exposures

by accelerating international currency settlements among those agents.

Logistics tries to manage

these exposures by accelerating international currency settlements among those agents.

Historically, the quarterly operating results of the Logistics segment have been subject to seasonal trends.

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fiscal second quarter has traditionally been the weakest.

This pattern has been the result of, or influenced by, numerous factors including climate, national holidays, consumer demand, economic conditions and other similar and subtle forces.

This pattern has been the result of, or influenced by, numerous factors including climate, national holidays, consumer demand, economic conditions and other similar and subtle

A significant portion of Logistics segment revenues are derived from customers in industries with shipping patterns tied to consumer demand and/or just-in-time production schedules.

Logistics customers may ship a significant portion of their goods at or near the end of a quarter.

Therefore, the timing of revenues is, to a large degree, affected by factors beyond the segment’s control, such as shifting consumer demand for

retail goods and manufacturing production delays.

Therefore, the timing of revenues is, to a large degree, affected by factors beyond the segment’s control, such as shifting consumer demand

for retail goods and manufacturing production delays.

We cannot accurately forecast many of these factors, nor can we estimate the relative impact of any given factor.

Therefore, historical patterns experienced may not continue in the future.

Therefore, historical patterns experienced may not continue in the

Government Regulation

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result in substantial fines or revocation of operating permits or authorities imposed on both transportation intermediaries and their shipper customers.

We cannot give assurance as to the degree or cost of future regulations on our business.

of the regulations affecting our current and prospective operations are described below.

We cannot give assurance as to the degree or cost of future regulations on our

Some of the regulations affecting our current and prospective operations are described below.

Logistics is a customs broker licensed and permitted by U.S.

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qualifications for shipping agents, including certain surety bonding requirements.

We also operate as a Transportation Security Administration (“TSA”) certified Indirect Air Carrier (“IAC”), providing air freight services, subject to commercial

standards set forth by the International Air Transport Association (“IATA”) and federal regulations issued by the Transportation Security Administration.

We also operate as a Transportation Security Administration (“TSA”) certified Indirect Air Carrier (“IAC”), providing air freight services, subject to

commercial standards set forth by the International Air Transport Association (“IATA”) and federal regulations issued by the Transportation Security Administration.

Air freight forwarding operations are subject to regulation, as an indirect air cargo carrier, under the Federal Aviation Act, as enforced by the Federal Aviation Administration of the U.S.

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While air freight forwarders are exempted from most of the Federal Aviation Act’s requirements by the Economic Aviation

Regulations, the industry is subject to ongoing regulatory and legislative developments that can impact the economics of the industry by requiring changes to operating practices or influencing the demand for, and the costs of, providing services

to customers.

services to customers.

Surface freight forwarding operations are subject to various state and federal statutes and are regulated by the Federal Motor Carrier Safety Administration of the U.S.

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Transportation and, to a very limited extent, the Surface Transportation Board.

These federal agencies have broad investigatory and regulatory powers, including the power to issue a certificate of authority or license to engage in the business;

These federal agencies have broad investigatory and regulatory powers, including the power to issue a certificate of authority or license to engage in the

to approve specified mergers, consolidations and acquisitions;

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The federal laws governing interstate motor carriers have both direct and indirect application to the Company.

The breadth and scope of the federal regulations may affect our operations and the motor

carriers that are used in the provisioning of the transportation services.

The breadth and scope of the federal regulations may affect our operations and the

motor carriers that are used in the provisioning of the transportation services.

In certain locations, state or local permits or registrations may also be required to provide or obtain intrastate motor carrier services.

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With regards to international freight forwarding, ocean transportation and international domestic air freight shipments, we offer our customers the option to purchase shippers’ insurance coverage to insure goods in transit.

agree to store goods for our customers for longer terms, we provide limited warehouseman’s coverage to our customers and typically contract for warehousing services from companies that provide us the same degree of coverage.

When we agree to store goods for our customers for longer terms, we provide limited warehouseman’s coverage to our customers and typically contract for warehousing services from companies that provide us with the same degree of coverage.

We maintain a broad cargo liability insurance policy to help protect us against catastrophic losses that may not be recovered from the responsible contracted carrier.

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Life Sciences

The Company’s wholly-owned Life Sciences segment manufactures and distributes high-quality monoclonal and polyclonal antibodies, diagnostic reagents and other immunoreagents for biomedical

research and provides antibody manufacturing for academic and industry research scientists.

The Company’s Life Sciences segment manufactures and distributes antibodies as well as research and diagnostic reagents for, and provides custom services to academic, non-profit and commercial

Our Life Sciences segment also produces products for life science companies on an original equipment manufacturer (OEM) basis.

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of custom services, the Life Sciences segment provides the scientific community with high-quality tools to support critical research efforts.

Our Life Sciences segment is based in Davis, California on an owned 40-acre facility and three

other leased locations in the U.S.

Our Life Sciences segment is based in Davis, California on an owned 40-acre facility and three other

leased locations in the U.S.

Our growth strategy is to place high-quality products in the hands of more researchers to accelerate scientific discovery.

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Product innovation :

By working with key researchers and scientific organizations, we seek to develop new products to enhance the range of tools available and thereby

expand the capabilities of life science researchers.

By working with key researchers and scientific organizations, we seek to develop new products to enhance the range of tools available and

thereby expand the capabilities of life science researchers.

Operational improvement :

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Manufacturing:

Our antibodies are produced using a variety of technologies including traditional animal immunization and hybridoma technology as well as recombinant

antibody techniques.

We are not dependent on key or sole source suppliers for most of our products, as we typically have several outside sources for all critical raw materials necessary for the manufacture of our products.

Our antibodies are produced using a variety of technologies including traditional animal immunization and hybridoma technology as well as

recombinant antibody techniques.

We are not dependent on key or sole source suppliers for most of our products, as we typically have several outside sources for all critical raw materials necessary for the manufacture of our

The majority of our life science products are shipped within two days of receipt of customers’ orders.

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support our manufacturing operation.

We also comply with regulations related to the United States Department of Agriculture, National Institutes of Health, Office of Laboratory Animal Welfare and the United States Food and Drug Administration.

We also comply with regulations related to the United States Department of Agriculture, National Institutes of Health, Office of Laboratory Animal Welfare and the United States Food and Drug

Administration.

Many of our customers are regulated and must verify our compliance with their standards throughout the supply chain, which requires us to maintain careful records.

The failure to comply with these regulations may impair our ability to compete in

the marketplace.

The failure to comply with these regulations may impair our

ability to compete in the marketplace.

Manufacturing

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Solutions include standard product configurations, both manufactured and distributed, available for order from Indco’s website and its print catalog, which is mailed quarterly.

In addition, Indco manufactures custom-designed

mixing solutions that Indco helps specify, design, machine, assemble and distribute.

In addition, Indco manufactures

custom-designed mixing solutions that Indco helps specify, design, machine, assemble and distribute.

During the fiscal year ended September 30, 2024, Indco made approximately 3,900 individual shipments to customers.

In fiscal 2023, approximately 86% of Indco’s

revenue came from manufacturing activity.

The remainder of its revenue came from non-manufactured product distribution activity.

Indco’s revenue is generally level throughout the year with little seasonality.

In fiscal 2024,

approximately 86% of Indco’s revenues came from manufacturing activity.

The remainder of its revenues came from non-manufactured product distribution activity.

Indco’s revenues are generally level throughout the year with little

Indco relies on a variety of providers of raw materials, mechanical components and other services in order to manufacture its products.

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expenditures for environmental control purposes during the remainder of the current or succeeding fiscal years.

Additional information with respect to Janel’s businesses

Additional information with respect to Janel’s business

Our principal executive offices and corporate headquarters are located at 80 Eighth Avenue, New York, New York 10011, and our telephone number is (212) 373-5895.

Janel maintains a website ( http://www.janelcorp.com ) where certain corporate governance documents and links to its subsidiaries’ websites can be found.

Janel’s periodic reports filed

with the SEC can be accessed at the SEC’s website ( http://www.sec.gov ) and indirectly through Janel’s website ( http://www.janelcorp.com ).

The information contained or connected to our website is not incorporated by reference into

this Annual Report on Form 10-K and should not be considered part of this Annual Report on Form 10-K.

We disclose information to the public concerning Janel, Janel’s products, content and services and other items through our website in order to achieve broad, non-exclusionary distribution of

information to the public.

Some of the information distributed through this channel may be considered material information.

For information concerning Janel and its products, content and services, please visit ( http://www.janelcorp.com ).*

*This corporate website and the contents thereof are not incorporated by reference into this Annual Report on Form 10-K nor deemed filed with the SEC.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business