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Item 9A. Controls and Procedures

2024-12-06 compared with 2023-12-08 · 767 added, 776 removed, 909 unchanged (63% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Janel maintains a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed in the reports that it files

or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and is accumulated and communicated to management, including its Chief Executive Officer and

Principal Financial Officer, to allow timely decisions regarding required disclosures.

Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Company’s management, with the participation of the Chief Executive Officer and Principal Financial Officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of September 30, 2023,

and based on their evaluation, has concluded that our disclosure controls and procedures were effective.

Janel maintains a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed in the reports

that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and is accumulated and communicated to management, including

its Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of

achieving the desired control objectives.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined

in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of September 30, 2024, the end of the period covered by this Annual Report on Form 10-K.

Consistent with guidance issued by the SEC that an assessment of internal

controls over financial reporting of a recently acquired business may be omitted from management’s evaluation of disclosure controls and procedures, management is excluding an assessment of such internal controls of ViraQuest

and Airschott from its evaluation of the effectiveness of the Company’s disclosure controls and procedures.

ViraQuest, which the Company acquired on February 1, 2024, constituted approximately 1 percent of the Company’s total

assets and 4 percent of income before income taxes of the Company as of and for the quarter ended March 31, 2024.

Airschott, which the Company acquired on June 5, 2024, constituted approximately 2 percent of the Logistics

segment’s total assets and a 4 percent of income before income taxes of the Logistics segment as of and for the quarter ended June 30, 2024.

Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial

Officer have concluded that as of the end of such period, the Company’s disclosure controls and procedures were effective.

As referenced above, the Company acquired ViraQuest on February 1, 2024 and Airschott on June 5, 2024.

The Company is in the process of reviewing the internal control structure of

ViraQuest and Airschott and, if necessary, will make appropriate changes as it integrates ViraQuest and Airschott into the Company’s overall internal control over financial reporting process.

Other than as described above,

there have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the year ended September 30, 2024 that

has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.

Internal control over financial reporting is defined in Rule

13a-15(f) or 15d-15(f) promulgated under the Exchange Act, as amended, as a process designed by, or under the supervision of, our Chief Executive Officer and Principal Financial Officer and effected by our board of directors, management and other

personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

GAAP and includes those policies and procedures that:

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with U.S.

GAAP, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over

financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree

of compliance with policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, we have performed an evaluation of the effectiveness

of our internal control over financial reporting under the framework in Internal Control-Integrated Framework (2013) , issued by the Committee of Sponsoring Organizations of the Commission.

Based on this

assessment, management, including our Chief Executive Officer and Principal Financial Officer, has concluded that our internal control over financial reporting was effective as of September 30, 2023.

Internal control over financial reporting is

defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act, as amended, as a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and effected by our Board of

Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

includes those policies and procedures that:

(i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.

GAAP, and that the Company’s receipts and expenditures are being made only in accordance with

authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have

a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to

future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have performed an evaluation of the

effectiveness of our internal control over financial reporting under the framework in Internal Control-Integrated Framework (2013) , issued by the Committee of Sponsoring Organizations of

the Commission.

Based on this assessment, management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our internal control over financial reporting was effective as of September 30, 2024.

This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.

Management’s report was not

subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuers that are neither “large accelerated filers” nor “accelerated filers” under the Dodd-Frank Wall Street Reform and Consumer

Protection Act.

report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuers that are neither “large accelerated filers” nor “accelerated filers” under the Dodd-Frank

Wall Street Reform and Consumer Protection Act.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the quarter ended September 30, 2023 that has materially affected, or is reasonably likely to

materially affect, our internal control over financial reporting.

There was no change in our internal control over financial reporting that occurred during the quarter ended September 30, 2024 that has materially affected, or is reasonably likely

to materially affect, our internal control over financial reporting.

OTHER INFORMATION

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Director, Chair of Audit Committee

Karen Miller Ryan

Director, Chair of Compensation Committee

Director, Chair of Compensation Committee, Senior Advisor to Life Sciences

Director, Chair of Nominating and Corporate Governance Committee

Director, Senior Advisor for Mergers and Acquisitions

Principal Financial Officer, Treasurer and Secretary

Chief Financial Officer, Treasurer and Secretary

Seirer has served as Board Chairman, President and Chief Executive Officer of the Company since January 1, 2023.

Seirer has been a

private investor since 2019 and he has served as an advisor to the Company since 2021.

been a private investor since 2019 and he has served as an advisor to the Company since 2021.

Seirer was previously at Select Equity Group, L.P.

from 1993 to 2019.

Seirer has served as a director of Rubicon Technology, an investment of the

Seirer has also served as a director of Rubicon since

Seirer is well-qualified to serve as a member of the Company’s Board of Directors based on his extensive experience in financial services and mergers and acquisitions.

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Since 2019, Mr.

Eidinger has advised and assisted the Company in business

Eidinger has advised and assisted the

Company in business development.

Previously, Mr.

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Eidinger was an associate portfolio manager from Select Equity Group, L.P.

Eidinger is well-qualified to serve as a member of the Company’s board of

directors based on his extensive experience in financial services and mergers and acquisitions.

Eidinger is well-qualified to serve as

a member of the Company’s Board of Directors based on his extensive experience in financial services and mergers and acquisitions.

Gerard van Kesteren has served as a Director of Janel since November 2015.

From 1999 until 2014, Mr.

van Kesteren served as the Chief Financial Officer

of Kuehne + Nagel Group, an international freight forwarder and leading global provider of innovative and fully integrated supply chain solutions.

van Kesteren has served as a director of Raben Group NV (Netherlands) and Planzer Holding AG

(Switzerland) since 2015, and CTP NV (Netherlands) since 2021 and Deufol SE (Germany) since 2022.

van Kesteren is well-qualified to serve as a member of the Company’s board of directors based on his extensive experience in the freight

forwarding and logistics industry.

van Kesteren served as the Chief

Financial Officer of Kuehne + Nagel Group, an international freight forwarder and leading global provider of innovative and fully integrated supply chain solutions.

van Kesteren has served as a director of Raben Group NV

(Netherlands) and Planzer Holding AG (Switzerland) since 2015, and Deufol SE (Germany) since 2022.

Additionally, Mr.

van Kesteren had previously served as a director of CTP NV (Netherlands) from 2021 to 2024.

van Kesteren is

well-qualified to serve as a member of the Company’s Board of Directors based on his extensive experience in the freight forwarding and logistics industry.

van Kesteren serves as the chair of the Audit Committee.

Gonzalez, II has served as a Director of Janel since June 2016.

Prior to that, he was a Senior Managing Director of Janel Group, following the

August 2014 purchase by the Company of Alpha International and President Container Lines (“Alpha/PCL”), which he co-founded in 1979.

Prior to that, he was a Senior Managing Director of Janel Group,

following the August 2014 purchase by the Company of Alpha International and President Container Lines (“Alpha/PCL”), which he co-founded in 1979.

Gonzalez has been involved in the transportation business since 1969.

Gonzalez is well-qualified to serve

as a member of the Company’s board of directors based on his extensive experience in the freight forwarding and logistics industry and also serves as a senior advisor to the Company.

Gonzalez is well-qualified to serve as a member of the Company’s Board of Directors based on his extensive experience in the freight forwarding and logistics industry and also serves as a senior advisor to the Company.

Melsen has served as a Director of Janel since January 2018.

Melsen has over 45 years of business experience, primarily in the

accounting and finance areas.

He has served as Chief Financial Officer at a number of companies including Techne Corporation (now Bio-Techne Corporation), a holding company for biotechnology and clinic diagnostic brands.

He also has 19 years of

public accounting experience, including nine years as partner at Deloitte.

From 2005 to 2014, he was Vice

President-Finance, Treasurer and Chief Financial Officer of Techne Corporation (now Bio-Techne Corporation), a leading developer and manufacturer of specialty biological products that were sold to biomedical

researchers and clinical research laboratories, and hematology controls that were used in hospital and clinical laboratories to check the performance of blood analysis instruments.

Melsen has 50

years of business experience, primarily in the accounting and finance areas.

He has served as Chief Financial Officer at a number of companies and has 19 years of public accounting experience, including nine years as partner

Melsen is well-qualified to serve as a member of the Company’s Board of Directors based on his extensive experience in accounting and finance.

Melsen serves as

Chair of the Nominating and Corporate Governance Committee.

Karen Miller Ryan , also known professionally as Karen Padgett, has served as a Director of Janel since October 2021.

Prior to that, she served as Vice

President of Global Marketing and Vice President of the Antibody Business Unit of Bio-Techne, a public global life science business from 2014 until 2019.

Melsen serves as Chair of the Nominating and Corporate

Governance Committee.

Ryan , also known professionally as Karen Padgett, has served as a Director of Janel since October 2021.

Prior to that, she served

as Vice President of Global Marketing and Vice President of the Antibody Business Unit of Bio-Techne, a public global life science business from 2014 until 2019.

From 1996 until 2014, Ms.

Miller Ryan was the founder and Chief Executive Officer of Novus

Biologicals, a private research reagent company, which she successfully grew until its sale to Bio-Techne.

Miller Ryan is well qualified to serve as a member of the Company’s board of directors based on her extensive life science and

executive leadership experience.

Miller Ryan serves as chair of the Compensation Committee.

Ryan was the founder and Chief Executive

Officer of Novus Biologicals, a private research reagent company, which she successfully grew until its sale to Bio-Techne.

Ryan is well qualified to serve as a member of the Company’s Board of Directors based on her

extensive life science and executive leadership experience.

Ryan serves as chair of the Compensation Committee.

Graves has served as a Director of Janel since May 31, 2023.

Graves served as Executive Vice

President and Chief Financial Officer and Treasurer of Entegris, Inc.

(“Entegris”), a company focused on specialty chemicals and advanced materials solutions, from July 2008 to May 15, 2023.

served as a director of Laird Superfood, Inc.

Graves served as Executive Vice President and Chief Financial

Officer and Treasurer of Entegris, Inc.

(“Entegris”), a company focused on specialty chemicals and advanced materials solutions, from March 2007 to May 15, 2023.

Prior to March 2007, he served as Senior Vice President,

Strategic Planning & Business Development of Entegris.

Prior to joining Entegris Minnesota in September 2002, Mr.

Graves held positions in investment banking, corporate development and public accounting, including at U.S.

Bancorp Piper Jaffray, Dain Rauscher, The Pillsbury Company and Deloitte.

Graves has served as a director of Axcelis Technology since February of 2024.

Graves joined the Board of Directors of Skywater

Technologies, Inc.

(a semiconductor manufacturer).

Graves has served as a director of Laird Superfood, Inc.

(a plant-based food company) since September 2018, and was a member of the Board of Directors of Plug Power Inc.

(an energy solutions provider) from May 2017 to June 2019.

Graves joined

the board of directors of Skywater Technologies, Inc., a semiconductor manufacturer.

Graves is well-qualified to serve as a member of the Company’s Board of Directors based on his extensive experience in accounting and finance.

Verde is Principal Financial Officer, Treasurer and Secretary of the Company and has served in such capacities since May 2018.

From February

2018 to May 2018, Mr.

Verde served as Controller of the Company.

From January 2018 to February 2018, Mr.

Verde served as a consultant for the Company.

Prior to joining the Company, from December 2016 to February 2017, Mr.

Verde served as a

consultant for Xylem Inc., a publicly traded manufacturer and servicer of engineered solutions.

Verde served from November 2014 to November 2016 as Subsidiary Controller for Teledyne Bolt, Inc., a developer, manufacturer and distributor of

marine seismic data acquisition equipment and underwater remotely operated robotic vehicles and subsidiary of Teledyne Technologies Inc.

(“Teledyne”).

From January 2012 to November 2014, Mr.

Verde served as Vice President and Corporate Controller

for Bolt Technology Corporation, a then-publicly traded manufacturer and distributor of geophysical equipment and industrial clutches, which was acquired by Teledyne in November 2014.

Verde has 17 years of public accounting experience,

including eight years as Audit manager at Deloitte.

Ferrara is Chief Financial Officer, Treasurer and Secretary of the Company and has served in such capacities since February

Before joining the Company, Mr.

Ferrara was the Executive Officer and Chief Financial Officer of Rubicon Technology, Inc.

(Rubicon), an OTC listed industrial company, from February 2023 to October 2023.

Prior to joining

Ferrara spent 15 years as a financial consultant to various other private companies.

Prior to that Mr.

Ferrara spent 17 years at Louis Dreyfus Commodities, North America, most recently as its Chief Financial

Prior to that Mr.

Ferrara spent five years with Ernst & Young as a senior auditor.

Ferrara has a B.S.

in Accounting from the University at Albany, State University of New York and an MBA in finance and

international business from New York University’s Stern School of Business.

Directors hold office for a one-year term until they are re-elected, or their successors have been duly elected and qualified.

The executive officers are elected by the Board of Directors on an

annual basis and serve under the direction of the Board.

The executive officers are elected by the Board of

Directors on an annual basis and serve under the direction of the Board.

Executive officers devote all of their business time to the Company’s affairs.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own more than 10% of its Class A common stock to file reports of ownership

and changes in ownership with the SEC and to furnish the Company with copies of all such reports they file.

Based on the Company’s review of the copies of such forms received by it, or written representations from certain reporting persons, the Company believes that none of its

directors, executive officers or persons who beneficially own more than 10% of the Company’s common stock failed to comply with Section 16(a) reporting requirements during the fiscal year ended September 30, 2023 .

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own more than 10% of its Class A common stock to file reports of

ownership and changes in ownership with the SEC and to furnish the Company with copies of all such reports they file.

Based on the Company’s review of the copies of such forms received by it, or written representations from certain reporting persons, the Company believes that none of

its directors, executive officers or persons who beneficially own more than 10% of the Company’s common stock failed to comply with Section 16(a) reporting requirements during the fiscal year ended September 30, 2024 .

Board of Directors

During the fiscal year ended September 30, 2024, the Board of Directors met eleven times.

No incumbent director attended fewer than 75% of the aggregate of the total number of meetings of the

board of directors of the Company and the total number of meetings held by all board committees in which that director served.

No incumbent director attended fewer than 75% of the aggregate of the total number of

meetings of the Board of Directors of the Company and the total number of meetings held by all Board committees in which that director served.

The Company’s Board of Directors has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

Each committee operates under a charter that

has been approved by the Company’s board of directors and is available on its website located at www.janelcorp.com .

Each committee operates under a

charter that has been approved by the Company’s Board of Directors and is available on its website located at www.janelcorp.com .

Audit Committee.

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The Audit Committee consists of Mr.

van Kesteren as the chair, Mr.

van Kesteren as the chair,

Gonzalez, Mr.

Graves and Ms.

The Audit Committee met four times during fiscal 2023.

The Audit Committee met five times during fiscal 2024.

The Audit Committee has the following responsibilities, among others, as set forth in the Audit Committee charter:

reviewing and assessing the effectiveness of external auditors, their independence from Janel and any additional assignments they may be given, as well as reviewing their appointment, termination and

remuneration;

reviewing and assessing the effectiveness of external auditors, their independence from Janel and any additional assignments they may be given, as well as reviewing their appointment,

termination and remuneration;

reviewing and assessing the scope and plan of the audit, the examination process, audit results and reports, as well as whether auditor recommendations have been implemented by management;

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assessing the Company’s efforts and policies of compliance with relevant laws and regulations;

reviewing, in tandem with external auditors, as well as the Chief Executive Officer and the Principal Financial Officer, whether accounting principles and the financial control mechanisms of Janel and its

subsidiaries are appropriate in view of Janel’s size and complexity; and

reviewing, in tandem with external auditors, as well as the Chief Executive Officer and the Chief Financial Officer, whether accounting principles and the financial control mechanisms of Janel

and its subsidiaries are appropriate in view of Janel’s size and complexity; and

reviewing annual and interim statutory and consolidated financial statements intended for publication and recommending such financial statements to the Board of Directors.

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Gonzalez, Graves, Melsen and van Kesteren and Ms.

Miller Ryan meet the definition of independent directors under

the Company’s criteria.

The board of directors of the Company has also determined that Ms.

Miller Ryan, Mr.

Ryan meet the definition of independent directors

under the Company’s criteria.

The Board of Directors of the Company has also determined that Mr.

Graves and Mr.

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regarding audit committee independence.

The board of directors of the Company, however, has determined that Mr.

van Kesteren does not meet the Company’s independence criteria for audit committee membership, as he received an annual $40,000

consulting fee during the fiscal year 2023 for services rendered to the Company’s Logistics segment.

The board of directors of the Company has also determined that Mr.

Gonzalez does not meet the Company’s independence criteria for audit

committee membership, as he received an annual $90,000 consulting fee and cost of health insurance of $19,000 during the fiscal year 2023 for services rendered to the Company’s Logistics segment.

The Company’s board of directors designated

Gerard van Kesteren as an audit committee financial expert considering his experience as Chief Financial Officer of Kuehne + Nagel Group.

The Company’s board of directors has determined each of Messrs.

Graves, Melsen and van Kesteren to

be an audit committee financial expert based on their respective experiences.

The Board of Directors of the Company has determined that Mr.

Gonzalez does not meet the Company’s independence criteria for audit committee membership, as he received an annual $90,000

consulting fee and cost of health insurance of $19,000 during fiscal year 2024 for services rendered to the Company’s Logistics segment.

The Board of Directors of the Company has also determined that Ms.

Ryan does not meet the

Company’s independence criteria for audit committee membership, as she received $12,500 of consulting fees during fiscal year 2024 for services rendered to the Company’s Life Sciences segment.

The Board of Directors of the

Company has also determined that Mr.

van Kesteren does not meet the Company’s independence criteria for audit committee membership, as he received an annual $40,000 consulting fee during fiscal year 2024 for services rendered

to the Company’s Logistics segment.

While the Company’s Board of Directors has determined each of Messrs.

Graves, Melsen and van Kesteren to be an audit committee financial expert based on their respective experiences, the Company’s Board of Directors designated Gerard van Kesteren as the audit committee financial expert considering his experience as Chief Financial Officer of Kuehne + Nagel Group.

Compensation Committee

The Company’s compensation committee (the “Compensation Committee”) formulates, reviews and recommends compensation policies that are consistent with Janel’s established compensation philosophy

and that will enable it to attract and retain high-quality leadership.

The Company’s compensation committee (the “Compensation Committee”) formulates, reviews and recommends compensation policies that are consistent with Janel’s established

compensation philosophy and that will enable it to attract and retain high-quality leadership.

The Compensation Committee met four times during fiscal 2024.

The Compensation Committee has the following responsibilities, among others, as set forth in the Compensation Committee’s charter:

The Compensation Committee has the following responsibilities, among others, as set forth in the Compensation

Committee’s charter:

reviewing and approving the Company’s general compensation philosophy and objectives;

reviewing and approving the corporate goals and individual objectives relevant to the compensation of the Company’s Chief Executive Officer and evaluating the performance of the Chief Executive Officer

considering these objectives;

approving base salary amounts, incentive and bonus compensation amounts and individual stock and/or option grants and awards for the Chief Executive Officer and, based on the recommendation of the Chief

Executive Officer, all corporate officers at or above the Vice President level;

reviewing all forms of compensation for the Company’s senior management, including the form and amount of current salary, deferred salary, cash and non-cash benefits, and all compensation plans;

reviewing the Company’s severance or similar termination payments and administering the Company’s stock option and other incentive compensation plans and programs;

reviewing and approving the corporate goals and individual objectives relevant to the compensation of the Company’s Chief Executive Officer and evaluating the performance of the Chief Executive

Officer considering these objectives;

approving base salary amounts, incentive and bonus compensation amounts and individual stock and/or option grants and awards for the Chief Executive Officer and, based on the recommendation of

the Chief Executive Officer, all corporate officers at or above the Vice President level;

reviewing all forms of compensation for the Company’s senior management, including the form and amount of current salary, deferred salary, cash and non-cash benefits, and all compensation

reviewing the Company’s significant severance or similar termination payments and administering the Company’s stock option and other incentive compensation plans and programs;

amending or modifying, where appropriate, the provisions of any compensation or benefit plan that does not require stockholder approval;

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The Company’s Compensation Committee consists of Ms.

Miller Ryan as the chair and Messrs.

Ryan as the chair and Messrs.

Gonzalez, Graves, Melsen and van Kesteren.

The Company’s board of directors has determined that Ms.

Miller Ryan and Messrs.

The Company’s Board of Directors has determined that

Ryan and Messrs.

Gonzalez, Graves, Melsen and van Kesteren are independent members of the Compensation Committee.

Nominating and Corporate Governance Committee

The Company’s nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”) is responsible for developing and implementing policies and procedures that are

intended to assure that Janel’s board of directors and the boards of directors (or equivalent) of its subsidiaries will be appropriately constituted and organized to meet its fiduciary obligations to the Company and its stockholders on an ongoing

The Company’s nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”) is responsible for developing and implementing policies and

procedures that are intended to assure that Janel’s Board of Directors and the Boards of Directors (or equivalent) of its subsidiaries will be appropriately constituted and organized to meet its fiduciary obligations to the

Company and its stockholders on an ongoing basis.

The Nominating and Corporate Governance Committee met four times during fiscal 2024.

Among other matters, the Nominating and Corporate Governance Committee is responsible for the following, as set forth in the Nominating and Corporate

Governance Committee’s charter:

making recommendations to Janel’s board of directors regarding matters and practices concerning the board, its committees and individual directors, as well as matters and practices of the boards, committees

and individual directors of each of Janel’s subsidiaries;

periodically evaluating the size, composition and governance structure of Janel’s board of directors and its committees and the boards and committees of Janel’s subsidiaries and determining the future

requirements of each such body;

Among other matters, the Nominating and Corporate Governance Committee is responsible for the

following, as set forth in the Nominating and Corporate Governance Committee’s charter:

making recommendations to Janel’s Board of Directors regarding matters and practices concerning the Board, its committees and individual directors, as well as matters and practices of the

Boards, committees and individual directors of each of Janel’s subsidiaries;

periodically evaluating the size, composition and governance structure of Janel’s Board of Directors and its committees and the Boards and committees of Janel’s subsidiaries and determining the

future requirements of each such body;

periodically making recommendations concerning the qualifications, criteria, compensation and retirement age of members of Janel’s Board of Directors and the Boards of its subsidiaries, which

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recommending nominees for election to Janel’s Board of Directors and the Boards of its subsidiaries and establishing and administering a Board evaluation process; and

reviewing timely nominations by stockholders for the election of individuals to Janel’s board of directors and ensure that such stockholders are advised of any action taken by the board of directors with

respect thereto.

reviewing timely nominations by stockholders for the election of individuals to Janel’s Board of Directors and ensure that such stockholders are advised of any action taken by the Board of

Directors with respect thereto.

The Company’s Nominating and Corporate Governance Committee consists of the Company’s full Board of Directors.

Melsen serves as the chair of the Nominating and Corporate Governance

Melsen serves as the chair of the Nominating and Corporate

Governance Committee.

Independence of Directors

The Company is not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the board of

directors be “independent” and, as a result, is not at this time required to have a board of directors comprised of a majority of independent directors.

Pursuant to Item 407(a) of Regulation S-K, however, Janel must disclose each director that is

independent under the independence standards of either the New York Stock Exchange or Nasdaq, as selected by Janel.

The Company has elected to use the independence standards prescribed under Nasdaq Rule 5605(a)(2), which defines an “independent

director” as a person who does not have any relationship with the Company which, in the opinion of the Company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The Company is not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the

Board of Directors be “independent” and, as a result, is not at this time required to (and does not) have a Board of Directors comprised of a majority of independent directors.

Pursuant to Item 407(a) of Regulation S-K, however,

Janel must disclose each director that is independent under the independence standards of either the New York Stock Exchange or Nasdaq, as selected by Janel.

The Company has elected to use the independence standards prescribed

under Nasdaq Rule 5605(a)(2), which defines an “independent director” as a person who does not have any relationship with the Company which, in the opinion of the Company’s Board of Directors, would interfere with the exercise

of independent judgment in carrying out the responsibilities of a director.

Based on the applicable criteria, the Company’s Board of Directors has determined that Messrs.

Seirer and Eidinger are not independent by virtue of the fact that they are Executive Officers of the Company.

Seirer and Eidinger are not independent by virtue of the

fact that they are Executive Officers of the Company.

The Board of Directors has determined that Messrs.

Gonzalez, Graves, Melsen, and van Kesteren and Ms.

Miller Ryan are independent directors.

Ryan are independent directors.

Director Compensation

The following table summarizes the compensation paid to the Company’s non-executive directors for their services during the Company’s fiscal year ended September 30, 2023 (actual dollar

The following table summarizes the compensation paid to the Company’s non-executive directors for their services during the Company’s fiscal year ended September 30, 2024 (actual

dollar amounts):

Fees Earned or

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Gerard van Kesteren

Karen Miller Ryan

Brendan Killackey (6)

Compensation is paid on a monthly basis.

The aggregate number of options outstanding as of September 30, 2023, for each director was as follows:

The aggregate number of options outstanding as of September 30, 2024 for each director is as follows:

Gerard van Kesteren – 9,999, John J.

Gonzalez II – 9,999, Gregory J.

Melsen – 14,375, and Karen Miller

Ryan – 5,000.

Represents compensation paid to Mr.

van Kesteren in connection with his consulting arrangement.

Melsen – 16,875,

Ryan – 7,500, and Gregory B.

Graves - 2,500.

Represents compensation paid to Mr.

Gonzalez in connection with his consulting arrangement and payment of medical insurance premiums.

Gonzalez in connection with his consulting agreement and medical premium

Represents compensation paid to Mr.

Graves in connection with his board of directors fee since being appointed effective May 31, 2023.

Director through January 1, 2023.Directors who also serve as executive officers of the Company do not receive additional compensation for their board service.

Pursuant to the Company’s non-employee director compensation policy, for the fiscal year 2023 non-employee directors received a retainer at an annual rate of $40,000, payable on a monthly

basis, and 2,500 options, pursuant to the Amended and Restated Janel Corporation 2017 Equity Incentive Plan or such other equity plan that the Company may adopt from time to time.

Directors who also serve as executive officers of the Company do

not receive additional compensation for their board service.

van Kesteren in connection with his consulting agreement.

Represents compensation paid to Ms.

Ryan in connection with her consulting agreement

For fiscal year 2024 non-employee directors received a retainer at an annual rate of $40,000, payable on a monthly basis, and 2,500 options, pursuant to the Amended and Restated

Janel Corporation 2017 Equity Incentive Plan or such other equity plan that the Company may adopt from time to time.

Directors who also serve as executive officers of the Company do not receive additional compensation for their

Board service.

Committee chairs receive an additional retainer at an annual rate of $10,000.

According to the non-employee director compensation policy, non-employee directors will be reimbursed for their

reasonable travel and other expenses incurred to attend board of directors or board committee meetings.

Non-employee directors are reimbursed for their reasonable travel and other expenses incurred to

attend Board of Directors or Board committee meetings.

Employment Arrangements

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The Company has adopted a code of business conduct and ethics, including a whistleblower policy, that applies to all of its employees, including executive officers and directors.

business conduct and ethics, including our whistleblower policy, is available on the Company’s website at www.janelcorp.com .

The Company intends to disclose, if required, any future amendments to, or waivers from, the code of business

conduct and ethics within four business days of the waiver or amendment through a website posting or by filing a Current Report on Form 8-K with the SEC.

The code of business conduct and ethics, including our whistleblower policy, is available on the Company’s website at www.janelcorp.com .

The Company intends to disclose, if required, any future amendments to, or waivers

from, the code of business conduct and ethics within four business days of the waiver or amendment through a website posting or by filing a Current Report on Form 8-K with the SEC.

Corporate Governance Guidelines

The Company’s Board of Directors has adopted corporate governance guidelines that serve as a flexible framework within which its Board of Directors and its committees operate.

These guidelines

cover a number of areas, including the size and composition of the board of directors, director selection criteria and qualifications, the agenda for board meetings, board member access to management and independent advisors, director

compensation, director orientation and continuing education and annual board and committee self-evaluations.

These guidelines cover a number of areas, including the size and composition of the Board of Directors, director selection criteria and qualifications, the agenda for Board meetings, Board member access to management and

independent advisors, director compensation, director orientation and continuing education and annual Board and committee self-evaluations.

A copy of the corporate governance guidelines is available on the Company’s website at www.janelcorp.com .

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Board of Directors (Attention:

(Name(s) of director(s), as applicable)), c/o the

Company’s Secretary, 80 Eighth Avenue, New York, New York 10011.

(Name(s) of director(s), as

applicable)), c/o the Company’s Secretary, 80 Eighth Avenue, New York, New York 10011.

Any proper communication so received will be processed by the Secretary.

If it is unclear from the communication received whether it was intended or appropriate for the board, the

Secretary will (subject to any applicable regulatory requirements) use his or her judgment to determine whether such communication should be conveyed to the board of directors or, as appropriate, to the member(s) of the board of directors named

in the communication.

If it is unclear from the communication received whether it was

intended or appropriate for the Board, the Secretary will (subject to any applicable regulatory requirements) use his or her judgment to determine whether such communication should be conveyed to the Board of Directors or, as

appropriate, to the member(s) of the Board of Directors named in the communication.

Leadership Structure and Risk Oversight

While the board of directors believes that there are various structures that can provide successful leadership to the Company, the Company’s executive functions are carried out by Mr.

the Company’s President and Chief Executive Officer, who also serves as chair of the Company’s board of directors and, together with the other directors, brings experience, oversight and expertise to the management of the Company.

While the Board of Directors believes that there are various structures that can provide successful leadership to the Company, the Company’s executive functions are carried out by

Seirer, the Company’s President and Chief Executive Officer, who also serves as chair of the Company’s Board of Directors and, together with the other directors, brings experience, oversight and expertise to the management

of the Company.

The Board of Directors believes that, due to the small size of the Company, this leadership structure best serves the Company and its stockholders.

Management is responsible for the day-to-day

management of risks the Company faces, while the board of directors has collective responsibility for the oversight of risk management.

In its risk oversight role, the board of directors has the responsibility to satisfy itself that the risk

management processes designed and implemented by management are adequate and functioning as designed.

To do this, management discusses with the board of directors the risks facing the Company and its strategy for managing them.

Management is responsible for

the day-to-day management of risks the Company faces, while the Board of Directors has collective responsibility for the oversight of risk management.

In its risk oversight role, the Board of Directors has the responsibility to

satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

To do this, management discusses with the Board of Directors the risks facing the Company and its

strategy for managing them.

Insider Trading Arrangements and Policies

We have adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of the Company’s securities by our directors, officers and employees, and the Company itself, that we believe is reasonably

designed to promote compliance with insider trading laws, rules and regulations and the exchange listing standards applicable to us.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form

EXECUTIVE COMPENSATION

(actual dollar amounts)

The following table provides summary information concerning compensation paid or accrued by us to our Chief Executive Officer and President, Vice Chairman, our former Chief Executive Officer

and President, and our Principal Financial Officer, Treasurer and Secretary.

The following table provides summary information concerning compensation paid by the Company to our Chief Executive Officer and President, Vice Chairman, our former Principal

Financial Officer, Treasurer, and Secretary, and our Chief Financial Officer, Treasurer and Secretary.

We refer to these individuals collectively as the “named executive officers”.

Summary Compensation Table

The following table sets forth information regarding the total compensation awarded to, paid to or earned by the named executive officers as compensation for their services in all capacities

The following table sets forth information regarding the total compensation awarded to, paid to the named executive officers as compensation for their services in all capacities

during the fiscal years ended September 30, 2024 and 2023 (actual dollar amounts):

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Seirer, Chief Executive Officer and President

Dominique Schulte, Chief Executive Officer and President

John Eidinger, Vice Chairman

Verde, Principal Financial Officer, Treasurer and Secretary

Amounts reported under all other compensation for the fiscal year ended September 30, 2023 include $751 of 401(k) contributions paid on behalf of Mr.

Ferrara, Chief Financial Officer, Treasurer and Secretary

The amount reported under “All Other Compensation” for the fiscal year ended September 30, 2024 includes $1,252 of 401(k) contributions paid on behalf of Mr.

Seirer for the fiscal year ended

Schulte served as Chief Executive Officer and President and as a Director through January 1, 2023.

Amounts reported under all other compensation for the fiscal year ended September 30, 2023, include

$23,319 of medical insurance premiums and $1,502 of 401(k) contributions paid for the fiscal year ended 2023.

Amounts reported under the “Bonus” column for fiscal year ended September 30, 2023 include a discretionary bonus $177,778 related to fiscal year 2022 performance.

Amounts reported under all other

compensation for fiscal year ended September 30, 2023 include $27,740 of medical insurance premiums and $7,754 of 401(k) contributions paid on behalf of Mr.

Verde served as Principal Financial Officer, Treasurer and Secretary through February 16, 2024.

The amount reported under the “Bonus” column for fiscal year ended September 30, 2024

includes a discretionary bonus of $26,131 related to fiscal year 2023 performance.

Amounts reported under “All Other Compensation” for the fiscal year ended September 30, 2024 includes $150,000 relating to a separation

agreement, $11,531 of insurance premiums, and $3,477 of 401(k) contributions paid on behalf of Mr.

Verde for the fiscal year ended 2024.

Ferrara was appointed as Chief Financial Officer, Treasurer and Secretary on February 14, 2024.

The amount reported under the “Bonus” column for fiscal year ended September 30, 2024

includes a discretionary bonus of $25,000 related to fiscal year 2024 performance.

The amount reported under “All Other Compensation” for the fiscal year ended September 30, 2024 includes $3,254 of 401(k) contributions

paid on behalf of Mr.

Ferrara for the fiscal year ended 2024.

Long-Term Incentive Plan Awards

While the Company has adopted the Amended and Restated 2017 Equity Incentive Plan pursuant to which certain stock awards may be granted to the Company’s directors, officers, employees and

consultants, our current intent is to utilize this plan only to make annual equity awards to the Company’s non-employee directors.

While the Company has adopted the Amended and Restated 2017 Equity Incentive Plan pursuant to which certain stock awards may be granted to the Company’s directors, officers,

employees and consultants, our current intent is to utilize this plan only to make annual equity awards to the Company’s non-employee directors.

Savings and Stock Option Plans

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The Company maintains a qualified retirement plan, commonly referred to as a 401(k) plan covering substantially all full-time employees under each segment.

The Janel Corporation 401(k) Plan allows for employee salary deferrals including Roth 401(k) deferrals, employer matching contributions, employer profit sharing contributions and employee

The Janel Corporation 401(k) Plan allows for employee salary deferrals including Roth 401(k) deferrals, employer matching contributions, employer profit sharing contributions and

employee rollovers.

The Janel Corporation 401(k) Plan provides for participant contributions of up to 50% of annual compensation (not to exceed the IRS limit), as defined by the plan.

The Company contributes an amount equal to 50% of the participant’s

first 6% of contributions.

The combined expenses charged to operations for contributions made to the plans for the benefit of the employees for the fiscal years ended September 30, 2023 and 2022 were approximately

$535,200 and $379,000, respectively.

The Company contributes an amount equal to

50% of the participant’s first 6% of contributions.

The combined expenses charged to operations for contributions made to the plans for the benefit of the employees for the fiscal years ended September 30, 2024 and 2023 were

approximately $548,500 and $535,200, respectively.

The administrative expense charged to operations for the fiscal years ended September 30, 2024 and 2023 aggregated approximately $75,800 and $65,600, respectively.

On October 30, 2013, the Board of Directors adopted Janel’s 2013 Non-Qualified Stock Option Plan (the “2013 Option Plan”) providing for options to purchase up to 100,000 shares of common stock

for issuance to directors, officers, employees of and consultants to the Company and its subsidiaries.

The exercise price and other terms of any nonqualified option granted under the 2013 Option Plan is determined by the Compensation Committee of

the board of directors.

On September 21, 2021, the Board of Directors of the Company adopted the Amended and Restated 2017 Janel Corporation Equity Incentive Plan (the “Amended and Restated Plan”), which amended and

restated the prior 2017 Equity Incentive Plan, as previously amended, and pursuant to which non-statutory stock options, restricted stock awards and stock appreciation rights with respect to up to 200,000 shares of the Company’s Common Stock, par

value $.001 per share, may be granted to employees, directors and consultants to the Company and its subsidiaries.

Participants and all terms of any grant under the Amended and Restated Plan are in the discretion of the Company’s Compensation

On October 30, 2013, the Board of Directors adopted Janel’s 2013 Non-Qualified Stock Option Plan (the “2013 Option Plan”) providing for options to purchase up to 100,000 shares of

common stock for issuance to directors, officers, employees of and consultants to the Company and its subsidiaries.

The exercise price and other terms of any nonqualified option granted under the 2013 Option Plan is determined

by the Compensation Committee of the Board of Directors.

On September 21, 2021, the Board of Directors of the Company adopted the Amended and Restated 2017 Janel Corporation Equity Incentive Plan (the “Amended and Restated Plan”), which

amended and restated the prior 2017 Equity Incentive Plan, as previously amended, and pursuant to which non-statutory stock options, restricted stock awards and stock appreciation rights with respect to up to 200,000 shares of

the Company’s Common Stock, par value $.001 per share, may be granted to employees, directors and consultants to the Company and its subsidiaries.

Participants and all terms of any grant under the Amended and Restated Plan are

in the discretion of the Company’s Compensation Committee.

Outstanding Equity Awards at September 30, 2024

None of our named executive officers had any outstanding stock awards at September 30, 2024.

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

As noted above, we do not grant equity awards to our named executive officers or other employees of the Company and therefore do not have a policy regarding the timing of grants of option awards

in relation to the disclosure of material non-public information by the Company.

If, in the future, we anticipate granting stock options, SARs or similar option-like instruments to our named executive officers or other employees

of the Company, we expect to establish a policy and/or practice regarding how the Board of Directors determines when to grant such awards and how the Board or Compensation Committee will take material non-public information into

account when determining the timing and terms of such awards.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following tables set forth information concerning beneficial ownership of shares of Common Stock outstanding as of September 30, 2024.

For purposes of calculating beneficial ownership, Rule

13d-3 of the Exchange Act requires inclusion of shares of common stock that may be acquired within sixty days of the stated date.

Unless otherwise indicated in the footnotes to a table, beneficial ownership of shares represents sole voting and

investment power with respect to those shares.

For purposes of calculating beneficial

ownership, Rule 13d-3 of the Exchange Act requires inclusion of shares of common stock that may be acquired within sixty days of the stated date.

Unless otherwise indicated in the footnotes to a table, beneficial ownership of

shares represents sole voting and investment power with respect to those shares.

Certain Beneficial Owners

The following table reflects the names and addresses of the only persons or entities known to the Company to be the beneficial owners of 5% or more of the outstanding shares of the Company’s

common stock as of September 30, 2023.

The following table reflects the names and addresses of the only persons or entities known to the Company to be the beneficial owners of 5% or more of the outstanding shares of the

Company’s common stock as of September 30, 2024.

Name and address of Beneficial Owner (1)

3 unchanged sentences

van Kesteren Foundation (4)

The address of each person and entity included in this table is 80 Eighth Avenue, New York, NY 10011, except for the van Kesteren Foundation which is Seestrasse 39, 8846 Willerzell,

Switzerland .

Brendan Killackey

The address of each person and entity included in this table is 80 Eighth Avenue, New York, NY 10011, except for the van Kesteren Foundation which is Seestrasse 39, 8846

Willerzell, Switzerland .

These shares are held by Oaxaca Group L.L.C.

Schulte is the sole member of Oaxaca Group L.L.C.

Dominique Schulte is the sole member of Oaxaca Group L.L.C.

and, therefore, shares beneficial ownership of the shares.

1 unchanged sentence

van Kesteren, a director of the Company, and his wife are members of the Board of Directors of the van Kesteren Foundation.

van Kesteren disclaims beneficial ownership of the shares of the

Company’s common stock held by the van Kesteren Foundation.

van Kesteren disclaims beneficial ownership of the shares of

the Company’s common stock held by the van Kesteren Foundation.

Directors and Executive Officers

The following table sets forth information with respect to the beneficial ownership of the shares of common stock as of September 30, 2023 by each “named executive officer”, each current

director and each nominee for election as a director and all directors and executive officers of the Company as a group.

The following table sets forth information with respect to the beneficial ownership of the shares of common stock as of September 30, 2024 by each “named executive officer”, each

current director and each nominee for election as a director and all directors and executive officers of the Company as a group.

An asterisk (*) indicates ownership of less than 1%.

Name of Beneficial Owner

Dominique Schulte (1)

John Eidinger

1 unchanged sentence

Gerard van Kesteren (1)

Karen Miller Ryan (3)

All directors and executive officers as a group

These shares are held by Oaxaca Group L.L.C.

Schulte is the sole member of Oaxaca Group L.L.C.

and, therefore, shares beneficial ownership of the shares.

Includes 1,666 shares of common stock issuable upon the exercise of stock options that may be exercised within 60 days of September 30, 2023.

All directors and executive officers as a group (8 persons)

Includes 833 shares of common stock issuable upon the exercise of stock options that may be exercised within 60 days of September 30, 2024.

Does not include shares beneficially owned by Dominique Schulte, Mr.

Seirer’s spouse, which are referenced above and for which Mr.

Seirer disclaims beneficial ownership.

Seirer’s spouse, which are referenced above.

Equity Compensation Plan Information

The following table provides information, as of September 30, 2023, with respect to all compensation arrangements maintained by the Company under which shares of common stock may be issued:

The following table provides information, as of September 30, 2024, with respect to all compensation arrangements maintained by the Company under which shares of common stock may

Plan Category:

4 unchanged sentences

outstanding options,

warrants and rights

Weighted-average

1 unchanged sentence

outstanding options,

warrants and rights

Number of securities

4 unchanged sentences

Amended and Restated 2017 Equity Incentive Plan (2)

On October 30, 2013, the Board of Directors of the Company adopted the Company’s 2013 Non-Qualified Stock Option Plan providing for options to purchase up to 100,000 shares of common stock for issuance to

directors, officers, employees of and consultants to the Company and its subsidiaries.

The exercise price and other terms of any nonqualified option granted under the 2013 Option Plan is determined by the Compensation Committee of the

board of directors.

On September 21, 2021, the Board of Directors of the Company adopted the Amended and Restated 2017 Janel Corporation Equity Incentive Plan pursuant to which non-statutory stock options, restricted stock

awards and stock appreciation rights with respect to up to 200,000 shares of the Company’s common stock may be granted to employees, directors and consultants to the Company and its subsidiaries.

Participants and all terms of any grant

under the Amended and Restated Plan are in the discretion of the Compensation Committee.

On October 30, 2013, the Board of Directors of the Company adopted the Company’s 2013 Non-Qualified Stock Option Plan providing for options to purchase up to 100,000 shares of common stock for

issuance to directors, officers, employees of and consultants to the Company and its subsidiaries.

The exercise price and other terms of any nonqualified option granted under the 2013 Option Plan is determined by the

Compensation Committee of the Board of Directors.

On September 21, 2021, the Board of Directors of the Company adopted the Amended and Restated 2017 Janel Corporation Equity Incentive Plan pursuant to which non-statutory stock options,

restricted stock awards and stock appreciation rights with respect to up to 200,000 shares of the Company’s common stock may be granted to employees, directors and consultants to the Company and its subsidiaries.

Participants and all terms of any grant under the Amended and Restated Plan are in the discretion of the Compensation Committee.

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

1 unchanged sentence

(actual dollar amounts)

We are not aware of any transactions since October 1, 2022 or any proposed transactions in which the Company was a party where the amount involved exceeded the lesser of 1% of the average of

the Company’s total assets at year-end for the last two completed fiscal years and $120,000, and in which a director, executive officer, holder of more than 5% of our common stock or any member of the immediate family of any of the foregoing

persons, had or will have a direct or indirect material interest.

Killackey, beneficial owner of 5.1% of the Company and serves as its Chief Information Officer.

For fiscal year ended September 30, 2024, Mr.

Killackey received a base

salary of $173,333 and a discretionary bonus of $68,059.

We are not aware of any other transactions since October 1, 2023 or any proposed transactions in which the Company was a party where the amount involved exceeded the lesser of 1%

of the average of the Company’s total assets at year-end for the last two completed fiscal years and $120,000, and in which a director, executive officer, holder of more than 5% of our common stock or any member of the immediate

family of any of the foregoing persons, had or will have a direct or indirect material interest.

PRINCIPAL ACCOUNTING FEES AND SERVICES

(actual dollar amounts)

The following reflects the fees of Prager Metis CPAs, LLC, the Company’s sole independent public accountant, for the audit of our financial statements for the fiscal years ended September 30,

2023 and 2022, and fees billed for other services provided by Prager Metis during those periods.

The following reflects the fees of Prager Metis CPAs, LLC, the Company’s sole independent public accountant, for the audit of our financial statements for the fiscal years ended

September 30, 2024 and 2023, and fees billed for other services provided by Prager Metis during those periods.

Year End September 30,

Audit-Related Fees

Audit fees include fees paid and accrued for professional services rendered by Prager Metis CPA’s for 2023 and 2022, fees for the audits of our financial statements included in our Annual

Report on Form 10-K for 2023 and 2022, and reviews of the financial statements included in our Quarterly Reports on Form 10-Q.

Audit fees include fees paid and accrued for professional services rendered by Prager Metis CPA’s for 2024 and 2023, fees for the audits of our financial statements included in our

Annual Report on Form 10-K for 2024 and 2023, and reviews of the financial statements included in our Quarterly Reports on Form 10-Q.

Audit fees also include comfort letter fees for 2023.

4 unchanged sentences

The Audit Committee reviews all fees charged by the Company’s independent auditors and actively monitors the relationship between audit and non-audit services provided.

The Audit Committee

must pre-approve all audit and non-audit services provided by the Company’s independent auditors and fees charged.

Committee must pre-approve all audit and non-audit services provided by the Company’s independent auditors and fees charged.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

2 unchanged sentences

The Consolidated Financial Statements filed as part of this report are listed on the Table of Contents to Consolidated Financial Statements.

All other schedules are omitted because they are not applicable, are not required, or because the required information is included in the consolidated financial statements or notes thereto.

All other schedules are omitted because they are not applicable, are not required, or because the required information is included in the consolidated financial statements or notes

Stock Purchase and Sale Agreement, dated July 1, 2022, between Janel Corporation and Rubicon Technology, Inc.

(incorporated by reference to Exhibit 2.1 to the Company’s Current Report

on Form 8-K filed July 5, 2022)

(incorporated by reference to Exhibit 2.1 to the Company’s

Current Report on Form 8-K filed July 5, 2022)

Articles of Incorporation of Wine Systems Design, Inc.

(predecessor name) (incorporated by reference to Exhibit 3A to Wine Systems Design, Inc.

(predecessor name) Registration

Statement on Form SB-2 filed May 10, 2001)

(predecessor name)

Registration Statement on Form SB-2 filed May 10, 2001)

Amended and Restated By-Laws of Janel Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed November 1, 2013)

2 unchanged sentences

Certificate of Amendment to Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed April

Amendment to Certificate of Designation After Issuance of Class or Series pursuant to NRS 78.1955 for Series C Cumulative Preferred Stock (incorporated by reference to Exhibit 3.1 to

the Company’s Current Report on Form 8-K filed March 25, 2016)

Amendment to Certificate of Designation After Issuance of Class or Series pursuant to NRS 78.1955 for Series C Cumulative Preferred Stock (incorporated by reference to Exhibit 3.7 to

the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017)

Amendment to Certificate of Designation After Issuance of Class or Series pursuant to NRS 78.1955 for Series C Cumulative Preferred Stock (incorporated by reference to Exhibit 3.1 to

the Company’s Current Report on Form 8-K/A filed October 17, 2017)

Amendment to Certificate of Designation After Issuance of Class or Series pursuant to NRS 78.1955 for Series C Cumulative Preferred Stock (incorporated by

reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 5, 2021)

Certificate, Amendment or Withdrawal of Designation pursuant to NRS 78.1955 with respect to Series C Cumulative Preferred Stock (incorporated by reference to Exhibit 3.1 to the

Company’s Current Report on Form 8-K filed on April 5, 2022)

Description of Registrant’s Securities (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for fiscal year ended December 31, 2022 filed December 9,

Amendment to Certificate of Designation After Issuance of Class or Series pursuant to NRS 78.1955 for Series C Cumulative Preferred Stock (incorporated by reference to

Exhibit 3.1 to the Company’s Current Report on Form 8-K filed March 25, 2016)

Amendment to Certificate of Designation After Issuance of Class or Series pursuant to NRS 78.1955 for Series C Cumulative Preferred Stock (incorporated by reference to

Exhibit 3.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017)

Amendment to Certificate of Designation After Issuance of Class or Series pursuant to NRS 78.1955 for Series C Cumulative Preferred Stock (incorporated by reference to

Exhibit 3.1 to the Company’s Current Report on Form 8-K/A filed October 17, 2017)

Amendment to Certificate of Designation After Issuance of Class or Series pursuant to NRS 78.1955 for Series C Cumulative Preferred Stock (incorporated by reference to

Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 5, 2021)

Certificate, Amendment or Withdrawal of Designation pursuant to NRS 78.1955 with respect to Series C Cumulative Preferred Stock (incorporated by reference to Exhibit 3.1 to

the Company’s Current Report on Form 8-K filed on April 5, 2022)

Description of Registrant’s Securities (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for fiscal year ended December 31, 2022 filed

December 9, 2022)

Janel World Trade, Ltd.

1 unchanged sentence

Credit Agreement, effective as of February 29, 2016, by and between Indco, Inc.

and First Merchants Bank (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on

Form 8-K filed March 25, 2016)

and First Merchants Bank (incorporated by reference to Exhibit 10.5 to the Company’s Current

Report on Form 8-K filed March 25, 2016)

Security Agreement, effective as of February 29, 2016, made by Indco and the Company, Inc.

for the benefit of First Merchants Bank (incorporated by reference to Exhibit 10.8 to the

Company’s Current Report on Form 8-K filed March 25, 2016)

Continuing Guaranty Agreement, effective as of February 29, 2016, made by Janel Corporation for the benefit of First Merchants Bank (incorporated by reference to Exhibit 10.9 to the

Company’s Current Report on Form 8-K filed March 25, 2016)

Restricted Stock Award Agreement between Janel Corporation and Gerard van Kesteren dated May 12, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on

Form 8-K filed September 5, 2017)

for the benefit of First Merchants Bank (incorporated by reference to Exhibit

10.8 to the Company’s Current Report on Form 8-K filed March 25, 2016)

Continuing Guaranty Agreement, effective as of February 29, 2016, made by Janel Corporation for the benefit of First Merchants Bank (incorporated by reference to Exhibit

10.9 to the Company’s Current Report on Form 8-K filed March 25, 2016)

Restricted Stock Award Agreement between Janel Corporation and Gerard van Kesteren dated May 12, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current

Report on Form 8-K filed September 5, 2017)

Business Loan Agreement, dated June 14, 2018, by and between AB Merger Sub, Inc.

and First Northern Bank of Dixon (incorporated by reference to Exhibit 10.1 of the Company’s Current

Report on Form 8-K filed June 27, 2018)

and First Northern Bank of Dixon (incorporated by reference to Exhibit 10.1 of the

Company’s Current Report on Form 8-K filed June 27, 2018)

Promissory Note, dated June 14, 2018, made by AB Merger Sub, Inc.

payable to First Northern Bank of Dixon (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on

Form 8-K filed June 27, 2018)

payable to First Northern Bank of Dixon (incorporated by reference to Exhibit 10.2 of the Company’s

Current Report on Form 8-K filed June 27, 2018)

Deed of Trust, dated June 14, 2018, by Antibodies Incorporated, as Trustor (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed June

Commercial Guaranty, dated June 14, 2018, from Janel Corporation (as Guarantor) to First Northern Bank of Dixon (incorporated by reference to Exhibit 10.4 of the Company’s Current

Report on Form 8-K filed June 27, 2018)

Commercial Guaranty, dated June 14, 2018, from Janel Corporation (as Guarantor) to First Northern Bank of Dixon (incorporated by reference to Exhibit 10.4 of the Company’s

Current Report on Form 8-K filed June 27, 2018)

Amendment No.

1 to Credit Agreement, effective as of August 30, 2019, by and between Indco, Inc.

and First Merchants Bank (incorporated by reference to Exhibit 10.1 of the Company’s

Current Report on Form 8-K filed on September 6, 2019)

and First Merchants Bank (incorporated by reference to Exhibit 10.1 of the

Company’s Current Report on Form 8-K filed on September 6, 2019)

Term Loan Promissory Note, effective as of August 30, 2019, made by Indco, Inc.

payable to First Merchants Bank (incorporated by reference to Exhibit 10.2 to the Company’s Current

Report on Form 8-K filed on September 6, 2019)

Revolving Loan Promissory Note, effective as of August 30, 2019, made by Indco, Inc.

payable to First Merchants Bank (incorporated by reference to Exhibit 10.2 to the Company’s

Current Report on Form 8-K filed on September 6, 2019)

Pledge Agreement, effective as of August 30, 2019, by Janel Corporation to First Merchants Bank (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K

filed on September 6, 2019)

Revolving Loan Promissory Note, effective as of August 30, 2019, made by Indco, Inc.

payable to First Merchants Bank (incorporated by reference to Exhibit 10.3 to the

Company’s Current Report on Form 8-K filed on September 6, 2019)

Pledge Agreement, effective as of August 30, 2019, by Janel Corporation to First Merchants Bank (incorporated by reference to Exhibit 10.4 of the Company’s Current Report

on Form 8-K filed on September 6, 2019)

Consulting Agreement, dated February 26, 2017, between Janel Corporation and John J.

Gonzalez, II (incorporated by reference to Exhibit 10.30 of the Company’s Form 10-K for the year

ended September 30, 2018, filed on July 26, 2019)

Consulting Agreement, dated September 28, 2016, between Janel Corporation and Gerard van Kesteren (incorporated by reference to Exhibit 10.31 of the Company’s Form 10-K for the year

ended September 30, 2018, filed on July 26, 2019)

Gonzalez, II (incorporated by reference to Exhibit 10.30 of the Company’s Form 10-K for

the year ended September 30, 2018, filed on July 26, 2019)

Consulting Agreement, dated September 28, 2016, between Janel Corporation and Gerard van Kesteren (incorporated by reference to Exhibit 10.31 of the Company’s Form 10-K for

the year ended September 30, 2018, filed on July 26, 2019)

Amendment No.

2 to Credit Agreement effective as of July 1, 2020, by and between Indco Inc.

and First Merchants Bank (incorporated by reference to Exhibit 10.39 of the Company’s

Annual Report on Form 10-K for the fiscal year ended September 30, 2020)

Amended and Restated Loan and Security Agreement, by and among Santander Bank, N.A., as lender, and Janel Group, Inc., Expedited Logistics and Freight Services, LLC, a Texas limited

liability company, and ELFS Brokerage, LLC (collectively as borrowers) and Janel Corporation and Expedited Logistics and Freight Services, LLC, an Oklahoma limited liability company, as loan party obligors dated September 21, 2021

(incorporated by reference to Exhibit 10.44 of the Company’s Annual Report on Form 10-K for the year ended September 30, 2021)

First Amendment to Amended and Restated Loan and Security Agreement between (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter

ended March 31, 2022)

Consent, Waiver and Second Amendment to Amended and Restated Loan Agreement, dated as of July 13, 2022, by and among Santander Bank, N.A., Janel Group, Inc., Expedited Logistics and

Freight Services, LLC, ELFS Brokerage LLC, Janel Corporation and Expedited Logistics and Freight Services, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on July 13, 2022)

Form letter purchase agreement, dated March 31, 2022, between the Company and holders of Series C Stock (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on

Form 10-Q for the quarter ended March 31, 2022)

Amended and Restated 2017 Janel Corporation Equity Incentive Plan dated September 21, 2021 (incorporated by reference to Exhibit 10.45 of the Company’s Annual Report on Form 10-K for

the fiscal year ended September 30, 2021)

Subscription Agreement for sale of Series C Preferred Stock dated as of September 30, 2021 between Janel Corporation and Oaxaca Group LLC (incorporated by

reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 5, 2021)

and First Merchants Bank (incorporated by reference to Exhibit 10.39 of the

Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020)

Amended and Restated Loan and Security Agreement, by and among Santander Bank, N.A., as lender, and Janel Group, Inc., Expedited Logistics and Freight Services, LLC, a

Texas limited liability company, and ELFS Brokerage, LLC (collectively as borrowers) and Janel Corporation and Expedited Logistics and Freight Services, LLC, an Oklahoma limited liability company, as loan party obligors

dated September 21, 2021 (incorporated by reference to Exhibit 10.44 of the Company’s Annual Report on Form 10-K for the year ended September 30, 2021)

First Amendment to Amended and Restated Loan and Security Agreement between (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q

for the quarter ended March 31, 2022)

Consent, Waiver and Second Amendment to Amended and Restated Loan Agreement, dated as of July 13, 2022, by and among Santander Bank, N.A., Janel Group, Inc., Expedited

Logistics and Freight Services, LLC, ELFS Brokerage LLC, Janel Corporation and Expedited Logistics and Freight Services, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on

July 13, 2022)

Form letter purchase agreement, dated March 31, 2022, between the Company and holders of Series C Stock (incorporated by reference to Exhibit 10.2 of the Company’s

Quarterly Report on Form 10-Q for the quarter ended March 31, 2022)

Amended and Restated 2017 Janel Corporation Equity Incentive Plan dated September 21, 2021 (incorporated by reference to Exhibit 10.45 of the Company’s Annual Report

on Form 10-K for the fiscal year ended September 30, 2021)

Subscription Agreement for sale of Series C Preferred Stock dated as of September 30, 2021 between Janel Corporation and Oaxaca Group LLC (incorporated by reference to

Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 5, 2021)

Amendment No.

3 to Credit Agreement effective as of August 1, 2022 entered into by and among Indco, Inc.

, and First Merchants Bank (incorporated by reference to Exhibit 10.23 of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022)

3 to Credit Agreement effective as of August 1, 2022 entered into by and among Indco, Inc., and First Merchants Bank (incorporated by reference to

Exhibit 10.23 of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022)

Third Amendment to Amended and Restated Loan and Security Agreement, by and among Santander Bank, N.A., as lender, and Janel Group, Inc., Expedited Logistics and

Freight Services, LLC, a Texas limited liability company, and ELFS Brokerage, LLC (collectively as borrowers) and Janel Corporation and Expedited Logistics and Freight Services, LLC, an Oklahoma limited liability company, as loan party

obligors dated January 30, 2023 ( incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2022)

Amended and Restated Credit Agreement, by and among Indco, Inc., Antibodies Incorporated, Aves Labs, Inc., Phosphosolutions

LLC, Immunochemistry Technologies LLC, ECM Biosciences, LLC, Stephen Hall PhD LTD, Immunobioscience Corp., (collectively as borrowers), and each individually, a “Borrower”), and First Merchants Bank dated April 25, 2023 (incorporated by

reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023).

company, as loan party obligors dated January 30, 2023 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2022)

Amended and Restated Credit Agreement, by and among Indco, Inc., Antibodies Incorporated, Aves Labs, Inc., Phosphosolutions LLC, Immunochemistry Technologies LLC, ECM

Biosciences, LLC, Stephen Hall PhD LTD, Immunobioscience Corp., (collectively as borrowers), and each individually, a “Borrower”), and First Merchants Bank dated April 25, 2023 (incorporated by reference to Exhibit 10.1

of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023).

First Amendment to Amended and Restated Credit Agreement, by and among Indco, Inc.

a Tennessee corporation, Antibodies Incorporated, a California corporation, Aves

Labs, Inc., an Oregon corporation, PhosphoSolutions LLC, a Nevada limited liability company, ImmunoChemistry Technologies LLC, a Minnesota limited liability company, ECM BioSciences, LLC, a Kentucky limited liability

company, Stephen Hall, PHD LTD, an Indiana corporation, ImmunoBioScience Corp., a Washington corporation (collectively as borrowers) and Janel Corporation, a Nevada corporation, as guarantor, and First Merchants Bank, as

bank, dated January 10, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024)

Fourth Amendment to Amended and Restated Loan and Security Agreement, by and among Santander Bank, N.A., as lender, and Janel Group, Inc., Expedited Logistics and

Freight Services, LLC, and ELFS Brokerage, LLC (collectively as borrowers) and Janel Corporation and Expedited Logistics and Freight Services, LLC, as loan party obligors dated April 25, 2023 (incorporated by reference to Exhibit 10.2 of

the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023).

Fifth Amendment to Amended and Restated Loan and Security Agreement, by and among Santander Bank, N.A., as lender, and Janel Group, Inc., Expedited Logistics and Freight

Services, LLC, and ELFS Brokerage, LLC (collectively as borrowers) and Janel Corporation and Expedited Logistics and Freight Services, LLC, as loan party obligors dated August 22, 2023 ( filed herewith ).

to Exhibit 10.2 of the Company’s Quarterly Report

on Form 10-Q for the quarter ended June 30, 2023).

Fifth Amendment to Amended and Restated Loan and Security Agreement, by and among Santander Bank, N.A., as lender, and Janel Group, Inc., Expedited Logistics and

to Exhibit 10.27 of the Company’s Annual Report on Form 10-K for the year ended September 30, 2023).

Sixth Amendment to Amended and Restated Loan and Security Agreement, by and among Santander Bank, N.A., as lender, and Janel Group, Inc., Expedited Logistics and

reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2023).

Consent, Joinder and Seventh Amendment to Amended and Restated Loan and Security Agreement, dated as of June 5, 2024, by and among Santander Bank, N.A., as lender,

Janel Group, Inc., Expedited Logistics and Freight Services, LLC, ELFS Brokerage LLC, Janel Corporation, Expedited Logistics and Freight Services, LLC and Airschott, Inc (incorporated by reference to Exhibit 10.1 of the

Company’s Quarterly Report on Form 10-Q for the quarter June 30, 2024)

Membership Interest Purchase Agreement dated September 21, 2021, by and among Janel Group, Expedited Logistics and Freight Services, LLC and former shareholders of

Expedited Logistics and Freight Services, LLC (incorporated by reference to Exhibit 10.43 of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021)

Amendment, dated December 1, 2023, to Membership Interest Purchase Agreement dated September 21, 2021, by and among Janel Group, Expedited Logistics and Freight

Services, LLC and former shareholders of Expedited Logistics and Freight Services, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2023)

Separation Agreement with Vincent A.

Verde, dated as of March 4, 2024 (filed herewith)

Consulting Agreement, dated July 3, 2024, between Janel Corporation and Karen Ryan (filed herewith)

Insider Trading Policy, effective May 2, 2024 (filed herewith)

Subsidiaries of the Registrant (filed herewith)

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Section 1350 Certification of Principal Financial Officer (furnished herewith)

Interactive data files providing financial information from the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023 in Inline XBRL (eXtensible

Business Reporting Language) pursuant to Rule 405 of Regulation S-T:

(i) Consolidated Balance Sheets as of September 30, 2023 and September 30, 2022, (ii) Consolidated Statements of Operations for the years ended September 30, 2023 and

2022, (iii) Consolidated Statements of Stockholders’ Equity for the years ended September 30, 2023 and 2022, (iv) Consolidated Statements of Cash Flows for the years ended September 30, 2023 and 2022, and (v) Notes to Consolidated

Financial Statements (filed herewith)

Interactive data files providing financial information from the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024 in Inline XBRL

(eXtensible Business Reporting Language) pursuant to Rule 405 of Regulation S-T:

(i) Consolidated Balance Sheets as of September 30, 2024 and September 30, 2023, (ii) Consolidated Statements of Operations for the years

ended September 30, 2024 and 2023, (iii) Consolidated Statements of Stockholders’ Equity for the years ended September 30, 2024 and 2023, (iv) Consolidated Statements of Cash Flows for the years ended September 30, 2024

and 2023, and (v) Notes to Consolidated Financial Statements (filed herewith)

Cover Page Interactive Data File (formatted as Inline XBRL and contained in the Interactive Data Files submitted as Exhibit 101) (filed herewith)

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The Registrant hereby agrees to furnish a copy of any omitted schedules to the SEC upon request

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements

or other documents themselves, and you should not rely on them for that purpose.

In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant

agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the

agreements or other documents themselves, and you should not rely on them for that purpose.

In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific

context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Janel Corporation has duly caused this report to be signed on its behalf by the undersigned,

thereto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Janel Corporation has duly caused this report to be signed on its behalf by the

undersigned, thereto duly authorized.

JANEL CORPORATION

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December 6, 2024

/s/ Vincent A.

Principal Financial Officer, Treasurer and Secretary

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the

dates indicated.

/s/ Joseph R.

Chief Financial Officer, Treasurer and Secretary

(Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities

and on the dates indicated.

/s/ Darren C.

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John Eidinger

/s/ Vincent A.

Principal Financial Officer, Treasurer and Secretary

/s/ Joseph R.

Chief Financial Officer, Treasurer and Secretary

December 6, 2024

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December 6, 2024

/s/ Karen Miller Ryan

December 6, 2024

Karen Miller Ryan

/s/ Gerard van Kesteren

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Consolidated Statements of Operations for the Years Ended September 30, 2024 and 2023

Consolidated Statements of Stockholders’ Equity for the Years Ended September 30, 2023 and 2022

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended September 30, 2024 and 2023

Consolidated Statements of Cash Flows for the Years Ended September 30, 2024 and 2023

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of

Directors of Janel Corporation and Subsidiaries

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Janel Corporation and Subsidiaries (the “Company”) as of September 30, 2023 and 2022, and the related consolidated statements of operations, changes in

stockholders’ equity and cash flows for the years ended September 30, 2023 and 2022, and the related notes to the consolidated financial statements (collectively, the consolidated financial statements).

In our opinion, the consolidated

financial statements present fairly, in all material respects, the consolidated financial position of the Company as of September 30, 2023 and 2022, and the results of its operations, stockholders’ equity and its cash flows for the years

ended September 30, 2023 and 2022, in conformity with accounting principles generally accepted in the United States of America.

Directors of Janel Corporation and

Opinion on the

Consolidated Financial Statements

We have audited the accompanying

consolidated balance sheets of Janel Corporation and Subsidiaries (the “Company”) as of September 30, 2024 and 2023, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the years ended

September 30, 2024 and 2023, and the related notes to the consolidated financial statements (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material

respects, the consolidated financial position of the Company as of September 30, 2024 and 2023, and the results of its operations, changes in stockholders’ equity and its cash flows for the years ended September 30, 2024 and 2023, in

conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

These financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm

registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are

free of material misstatement, whether due to error or fraud.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in

accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to

error or fraud.

The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an

understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over

financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audits included performing

procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis,

evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall

presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are a matter arising from the current-period audit of the financial statements that were communicated or required

to be communicated to the audit committee and that (1) relate to an account or disclosure that is material to the consolidated financial statements and (2) involved especially challenging, subjective, or complex judgments.

We determined

that there are no critical audit matters.

Critical Audit

Critical audit matters are a matter

arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to an account or disclosure that is material to the consolidated financial

statements and (2) involved especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ Prager Metis CPAs, LLC

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Intangible assets, net

Investment in Rubicon at fair value

Restricted cash

Investment in marketable securities at fair value

Operating lease right of use asset

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Current portion of long-term debt

Current portion of deferred acquisition payments

Current portion of subordinated promissory note- related party

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JANEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

CONSOLIDATED STATEMENTS OF

(in thousands, except per share data)

Year Ended September 30,

September 30,

Life Sciences and Manufacturing

Total Revenues

Forwarding expenses and cost of revenues:

Cost and Expenses:

Forwarding expenses - Logistics

Cost of revenues - Life Sciences and Manufacturing

Total forwarding expenses and cost of revenues

Operating Expenses:

Selling, general and administrative

Amortization of intangible assets

Total Costs and Expenses

Total Operating Expenses

Income from Operations

Interest expense

Fair value adjustments to Rubicon investment (net of dividends)

Change in fair value of earnout

Change in fair value of mandatorily redeemable non-controlling interest

Other expense

Income Before Income Taxes

Income tax benefit (expense)

Net Income (Loss)

Preferred stock dividends

Non-controlling interest dividends

Net Income (Loss) Available to Common Stockholders

Net income (loss) per share:

Net income (loss) per share attributable to common stockholders:

Net Income Available to Common Stockholders

Net income per share:

Net income per share attributable to common stockholders:

Weighted average number of shares outstanding:

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JANEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF CHANGES IN

STOCKHOLDERS’ EQUITY

(in thousands, except share and per share data)

PAID-IN CAPITAL

EARNING (DEFICIT)

Balance - September 30, 2022

Dividends to preferred stockholders

Dividends to non-controlling interest

Preferred C shares purchases

Preferred C shares converted

Preferred B shares converted

Common Stock issued in private placement

Stock based compensation

Stock option exercise

Balance - September 30, 2023

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JANEL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

CONSOLIDATED STATEMENTS OF

(in thousands)

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Cash Flows from Operating Activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Provision for uncollectible accounts, net of recoveries

Deferred income provision

Adjustments to reconcile net income to net cash provided by operating activities:

Recovery of uncollectible accounts

Deferred income tax provision

Amortization of intangible assets

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Stock based compensation

Unrealized loss on fair value adjustment to Rubicon investment (net of dividend)

Unrealized loss on marketable securities

Change in fair value of earnout

Change in fair value of mandatorily redeemable noncontrolling interest

Gain on extinguishment

Changes in operating assets and liabilities, net of effects of acquisitions:

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Acquisition of property and equipment, net of disposals

Investment in Rubicon (net of dividend)

Investment in marketable securities (net of dividends)

Acquisitions, net of cash acquired

Earnout payment

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Dividends paid to preferred stockholders

Dividends paid to minority shareholders

Repayments borrowings of term loan

Proceeds from stock option exercise

Line of credit (payments)

Repurchase of Series C Preferred Stock

Proceeds from Private Placement

Repayments of term loan

Line of credit borrowings (payments)

Repayment of subordinated promissory note-related party

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Cash at beginning of the period

Cash at end of period

Cash and restricted cash at end of period

Supplemental Disclosure of Cash Flow Information:

Cash paid during the period for:

Non-cash investing activities:

Non-cash operating activities:

Contingent earnout acquisition

Due to former owner

Non-cash investing activities:

Airschott subordinated promissory note

Airschott contingent deferred consideration

Non-cash financing activities:

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The accompanying notes are an integral part of these consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(in thousands except share and per share data)

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Business description

Corporation (“Janel” or the “Company”) is a holding company with subsidiaries in three business segments:

Logistics, Life

Sciences and Manufacturing.

The Company strives to create shareholder value primarily through three strategic priorities:

holding company with subsidiaries in three business segments:

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’s capital at

high risk-adjusted rates of return;

and attracting and retaining exceptional talent.

allocating Janel’s capital at high risk-adjusted rates of return;

attracting and retaining exceptional talent.

Management at

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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, warehousing and distribution services, trucking and other value-added

provider of cargo transportation logistics management services, including freight forwarding via air, ocean and land-based carriers;

customs brokerage services;

warehousing and distribution services;

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

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

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 acquisition of Stephen Hall,

PhD Ltd., was completed to expand our product offering in our Life Sciences segment.

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 segment.

The acquisition of

ImmunoBioScience Corporation was completed to expand our product offering in our Life Sciences segment.

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.

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 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 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”), 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.

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

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.

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.

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

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.

Basis of consolidation

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experienced any losses in such accounts.

Restricted Cash

Commencing in

the second half of 2024, the Company insures certain risks through a newly formed wholly-owned captive insurance company, Gainesville Insurance Company, Inc.

(“Gainesville”).

In addition, we also maintain some of our normal, historical

insurance policies with third-party insurers.

Restricted cash represents deposits held by Gainesville that are required by state insurance regulations to remain in the captive insurance company as cash or cash equivalents.

considers all highly liquid investments with an original maturity of three months or less, when purchased, to be cash equivalents.

Accounts receivable and allowance for doubtful accounts receivable

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from the customer.

Recoveries of previously written off accounts receivables are charged back to the allowance for doubtful accounts.

The allowance for doubtful accounts as of September 30, 2024 and September 30, 2023 was $ 582 and $ 1,255 , respectively.

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future cash flows or significantly affecting the fair value of our reporting units, the Company could be required to recognize impairment charges in the future.

During the fourth quarter of 2021, we changed the date of our annual impairment test of goodwill and indefinite-lived intangible assets from September 30 to July

The change in the impairment test date lessens resource constraints that exist in connection with the Company’s year-end close and financial reporting process and provide for additional time to complete the required impairment testing.

This change did not represent a material change to our method of applying an accounting principle, and therefore does not delay, accelerate or avoid an impairment charge.

The fair value of our reporting units were in excess of carrying value and goodwill was not deemed to be impaired as of September 30, 2023 and 2022.

The fair value of our reporting units were in excess of

carrying value and goodwill was not deemed to be impaired as of September 30, 2024 and 2023.

Intangibles and long-lived assets

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to assess their performance .

Revenue and revenue recognition

Revenues and revenue recognition

Revenue Recognition

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The Company fulfills nearly all of its performance obligations within a one to two-month period.

The Company evaluates whether amounts billed to customers should be reported as gross or net revenue.

Generally, revenue is recorded on a gross basis when the

The Company evaluates whether amounts billed to customers should be reported as gross or net revenues.

Generally, revenues are recorded on a gross basis when the

Company is acting as principal and is primarily responsible for fulfilling the promise to provide the services, when it has discretion in setting the prices for the services to the customers, and the Company has the ability to direct the use

of the services provided by the third party.

Revenue is recognized on a net basis when the Company is acting as agent and we do not have latitude in carrier selection or establish rates with the carrier.

In the Logistics segment, the Company disaggregates its revenues by its five primary service categories:

ocean freight, trucking, air freight, custom brokerage and other.

A summary of the Company’s revenues disaggregated by major service lines for the fiscal

year ended September 30, 2023 and 2022 was as follows:

Revenues is recognized on a net basis when the Company is acting as agent and we do not have latitude in carrier selection or establish rates with the carrier.

In the Logistics segment, the Company disaggregates its revenues by its four primary service categories:

trucking, ocean freight, air freight, customs brokerage and other.

A summary of the Company’s revenues disaggregated by major

service lines for the fiscal year ended September 30, 2024 and 2023 was as follows:

Year Ended September 30,

Ocean freight

Custom brokerage

Customs Brokerage and Other

Life Sciences and Manufacturing

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exercised their redemption rights.

On December 13, 2021, two minority owners of Indco exercised 7,000 and 3,372 options to

purchase Indco’s common stock at an exercise price of $ 6.48 and $ 12.07 for an aggregate purchase price of $ 45 and $ 41 , respectively.

On December 13, 2021, two minority owners of Indco exercised 7,000 and 3,372 options to purchase Indco’s common

stock at an exercise price of $ 6.48 and $ 12.07 for an aggregate purchase price of $ 45 and $ 41 , respectively.

Indco issued related party promissory notes in the amount of $ 45 and $ 41 , respectively, which bear interest at 1 % per annum;

both interest and principal are payable on the maturity date of December 31, 2024 .

On November 30, 2020, a minority owner of Indco exercised 7,000

options to purchase Indco’s common stock at an exercise price of $ 6.48 for an aggregate purchase price of $ 45 .

November 30, 2020, a minority owner of Indco exercised 7,000 options to purchase Indco’s common stock at an exercise price of

$ 6.48 for an aggregate purchase price of $ 45 .

Indco issued a related party promissory note in the amount of $ 45 , which bears interest

at 1 % per annum; both interest and principal were payable on the maturity date of December 31, 2023 .

These notes are included in security deposits and other long-term assets.

The fair value of the shares issued of Indco’s common stock was

recorded as an increase in mandatorily redeemable non-controlling interest.

The fair value of the shares issued of Indco’s common stock was recorded

as an increase in mandatorily redeemable non-controlling interest.

As a result of the exercise of options to purchase Indco’s stock, the mandatorily redeemable non-controlling interest percentage was 9.8 % as of each of September 30, 2024 and 2023.

On the date the Company acquires the controlling interest in a business combination, the fair value of the non-controlling interest is recorded in the long-term

On the date the Company acquired the controlling interest in a business combination, the fair value of the non-controlling interest is recorded in the long-term

liabilities section of the consolidated balance sheet under the caption “ Mandatorily redeemable non-controlling interest .” The mandatorily redeemable non-controlling interest is adjusted each reporting

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The Company reflects any adjustment in the redemption value and any earnings attributable to the mandatorily

redeemable non-controlling interest in its consolidated statements of operations by recording the adjustments and earnings to other income and expense in the caption “ change in fair value of mandatorily

redeemable non-controlling interest .”

redeemable non-controlling interest in its consolidated statements of operations by recording the adjustments and earnings to other income and expense in the caption “ Other expense .”

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax

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liabilities for all leases that qualify and records rent expense on a straight-line basis over the lease term.

Expenses for these short-term leases for the fiscal year ended September 30, 2023 amounted to $ 372 .

Expenses for these short-term leases for the fiscal year ended September 30, 2024 and 2023 amounted to $ 348 and 372 , respectively.

Contingent Earnout Liabilities

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Recent accounting pronouncements

Recently issued accounting pronouncements not yet adopted

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting

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transactions for potential application of these ASUs.

In January 2017, the FASB issued ASU 2017 - 04, Intangibles - Goodwill and Other:

Simplifying the Test for Goodwill Impairment , to simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test.

This standard became effective for us in the first quarter of fiscal year 2023.

new standard is required to be applied using a cumulative-effect transition method.

The adoption of this standard did not have a material effect on our consolidated financial statements and related disclosures.

In June 2016, the FASB issued ASU 2016 - 13, Financial Instruments - Credit Losses (Topic 326) , which replaces the incurred loss methodology previously employed to measure credit losses for most financial assets and requires the use of a

forward-looking expected loss model.

Current accounting delays the recognition of credit losses until it is probable a loss has been incurred, while the update will require financial assets to be measured at amortized costs less a

reserve and equal to the net amount expected to be collected.

This standard became effective for us in the first quarter of fiscal 2023.

standard is required to be applied using a cumulative-effect transition method.

The adoption of this standard did not have a material effect on our consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which expands disclosures in an entity’s

income tax rate reconciliation table and regarding cash taxes paid both in the U.S.

and foreign jurisdictions.

The update will be effective for annual periods beginning after December 15, 2024 (fiscal 2026).

We are assessing the effect

of this update on our consolidated financial statements and related disclosures.

ACQUISITIONS AND INVESTMENTS

Fiscal 2024 Acquisitions

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

(“Airschott”), a non-asset-based freight forwarder and customs broker,

for an aggregate purchase price of $ 5,810 .

At closing, the Company purchased 80 % of the outstanding stock of Airschott for $ 3,600

in cash, a $ 1,200 floating-rate seller’s note, and net liabilities assumed of $ 170 .

The Company also agreed to purchase the remaining 20 %

of Airschott stock in three years for deferred consideration of the greater of 20 % of 1.25 times the trailing twelve months gross profit of Airschott and $ 1,200 .

The acquisition was funded by our existing acquisition draw facility with First Merchants Bank (“First Merchants”) and through our existing asset-backed facility with Santander Bank, N.A.

(“Santander”).

In connection with the

combination, the Company recorded an aggregate of $ 1,661 in goodwill and $ 4,320 in other identifiable intangibles.

Subsequently, the Company recorded a deferred tax liability related to the acquisition of $ 977 and increased the goodwill related to the acquisition by the same amount.

Supplemental pro forma information has not been provided as

the acquisition did not have a significant impact on Janel’s consolidated results of operations, individually or in aggregate.

Airschott was founded in 1977 and is headquartered in Dulles, Virginia.

The acquisition of Airschott was

completed to expand our service offerings in our Logistics segment.

Life Sciences

On November 1, 2022, the Company completed a business combination whereby it acquired all of the outstanding stock of

ImmunoBioScience Corporation (“IBS”), for an aggregate purchase price of $ 3,755 , net of $ 153 cash received.

At closing, $ 3,000

was paid in cash, $ 250 was due to the former stockholder of IBS as a deferred acquisition payment upon integration, $ 300 was recorded as a preliminary earnout consideration (not to exceed $ 750 ) and $ 205 was recorded as a preliminary working capital

The acquisition was funded with cash provided by normal operations, and the results of operations of IBS are included in Janel’s condensed consolidated results of operations since the date of the acquisition.

In connection

with the combination, the Company recorded an aggregate of $ 1,468 in goodwill and $ 1,680 in other identifiable intangibles.

Supplemental pro forma information has not been provided as the acquisition did not have a significant impact on Janel’s

condensed consolidated results of operations, individually or in aggregate.

IBS is a developer and manufacturer of high-quality reagents used by research and diagnostic customers.

IBS was founded in 2007 and is headquartered in Mukilteo,

The acquisition of IBS was completed to expand our product offerings 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.

(“SH”) for an aggregate purchase price of $ 600 .

At closing, $ 500 was paid in cash and $ 100 was due to the former

stockholder of SH as a deferred acquisition payment upon integration.

The acquisition was funded with cash provided by normal operations, and the results of operations of SH are included in Janel’s condensed consolidated results of

operations since the date of the acquisition.

In connection with the combination, the Company recorded an aggregate of $ 181 in

goodwill and $ 202 in other identifiable intangibles.

Supplemental pro forma information has not been provided as the

acquisition did not have a significant impact on Janel’s condensed consolidated results of operations, individually or in aggregate.

SH is a developer and manufacturer of antibodies and cell culture media for research and diagnostic uses.

SH was founded in 2011 and is headquartered in Lafayette, Indiana.

The acquisition of SH was completed to expand our product offerings 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 for a purchase price of $ 500 .

The Company recorded this acquisition as a royalty asset, which is included in security

deposits and other long-term assets in the accompanying condensed consolidated balance sheet and will be amortized over the estimated life of ten years .

On February 1, 2024, the Company completed a business combination whereby it acquired all the outstanding stock of ViraQuest, Inc.

(“ViraQuest”), for an aggregate purchase price of $ 635 , net of $ 29 cash

At closing, $ 600 was paid in cash and $ 64 was recorded as a preliminary earnout consideration.

The acquisition was funded with cash provided by operating activities, and the results of operations of ViraQuest are

included in Janel’s consolidated results of operations since the date of the acquisition.

In connection with the combination, the Company recorded an aggregate of $ 74 in goodwill and $ 412 in other identifiable intangibles.

Supplemental pro forma information has not been provided as the acquisition did not have a significant impact on Janel’s consolidated results of operations, individually or in aggregate.

ViraQuest is a biotechnology custom service

provider specializing in adenovirus production services.

ViraQuest was founded in 2000 and is headquartered in North Liberty, Iowa.

The acquisition of ViraQuest was completed to expand our service offerings in our Life Sciences segment.

Fiscal 2023 Acquisitions

Life Sciences

On August 15, 2022, the Company completed a business combination whereby it acquired all of the membership interests

of ECM Biosciences LLC (“ECM”) for $ 850 , net of $ 16 cash received.

At closing, the former member of ECM was paid $ 600 in cash and an additional

$ 250 was due to the former member, which is included in accrued expenses and other current liabilities.

In connection with the

combination, the Company recorded an aggregate of $ 24 in goodwill and $ 222 in other identifiable intangibles.

This acquisition was funded with cash provided by normal operations.

The results of operations of the acquired businesses are

included in Janel’s consolidated results of operations since the date of the acquisition and are included in our Life Sciences segment.

The acquisition of ECM was completed to expand our product offerings in our Life Sciences segment.

On November 1, 2022, the Company completed a business combination whereby it acquired all of the outstanding stock of ImmunoBioScience

Corporation (“IBSC”), for an aggregate purchase price of $ 3,602 , net of $ 153 cash received.

At closing, $ 3,000 was paid in cash, $ 250 was due to the former stockholder of IBSC as a deferred acquisition payment upon integration, $ 300 was recorded as a preliminary earnout consideration (not to exceed $ 750 )

and $ 205 was recorded as a preliminary working capital adjustment.

The acquisition was funded with cash provided by normal

operations, and the results of operations of IBSC are included in Janel’s consolidated results of operations since the date of the acquisition.

In connection with the combination, the Company recorded an aggregate of $ 1,468 in goodwill and $ 1,680 in

other identifiable intangibles.

Supplemental pro forma information has not been provided as the acquisition did not have a significant impact on Janel’s consolidated results of operations, individually or in aggregate.

IBSC is a developer

and manufacturer of high-quality reagents used by research and diagnostic customers.

IBSC was founded in 2007 and is headquartered in Mukilteo, Washington.

The acquisition of IBSC was completed to expand our product offerings 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,

(“SH”) for an aggregate purchase price of $ 600 .

At closing, $ 500 was paid in cash and $ 100 was due to the former stockholder of SH

as a deferred acquisition payment upon integration.

The acquisition was funded with cash provided by normal operations, and the results of operations of SH are included in Janel’s consolidated results of operations since the date of the

In connection with the combination, the Company recorded an aggregate of $ 181 in goodwill and $ 202 in other identifiable intangibles.

SH is a developer and manufacturer of antibodies and cell culture media for research and diagnostic

SH was founded in 2011 and is headquartered in Lafayette, Indiana.

The acquisition of SH was completed to expand our product offerings 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 for a

purchase price of $ 500 .

The Company recorded this acquisition as a royalty asset, which is included in intangible assets in the

accompanying consolidated balance sheet (reclassed from Security deposits and other long-term assets in fiscal year 2024) and will be amortized over the estimated life of ten years .

Investment in Marketable Securities - Rubicon

On August 19, 2022, the Company acquired 1,108,000 shares (the “Acquired 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 “Purchase Agreement”).

Pursuant to the terms of the Purchase Agreement, the Acquired Shares represented 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.

Due to share repurchases effectuated by Rubicon, 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

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.

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.

Inventories consisted of the following (in thousands):

Year End September 30,

Finished goods

Work-in-process

Raw materials

Gross inventory

Less – reserve for inventory valuation

Inventory net

PROPERTY AND EQUIPMENT

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Leasehold Improvements

Less Accumulated Amortization

Less Accumulated Depreciation

Depreciation expense for the fiscal year ended September 30, 2024 and 2023 was $ 551 and $ 508 , respectively.

Inventories consisted of the following (in thousands):

Year End September 30,

Finished goods

Work-in-process

Raw materials

Gross inventory

Less – reserve for inventory valuation

INTANGIBLE ASSETS

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Accumulated Amortization

The composition of the intangible assets balance at September 30, 2023 and 2022 is as follows (in thousands) :

The composition of the intangible

assets balance at September 30, 2024 and 2023 is as

follows (in thousands) :

September 30,

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Manufacturing

Accumulated Amoritzation

Accumulated Amortization

Amortization expense of intangible assets for the year ended September 30, 2024 and 2023 was $ 2,299 and $ 2,098 , respectively.

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respect to a revolving line of credit facility (the “Santander Facility”).

The Santander Loan Agreement was amended on March 31, 2022 to provide for, among other changes, the following:

(i) the maximum revolving facility amount available was increased from $ 30,000 to $ 31,500 (limited to 85 % of the borrowers’ eligible accounts receivable borrowing base and reserves, subject to adjustments set forth in the Santander Loan

Agreement); (ii) the LIBOR basis on which interest under the Santander Loan Agreement was calculated under certain circumstances was changed to the Secured Overnight Financing Rate (“SOFR”) and interest on the Santander Facility accrues at

an annual rate equal to the one-month SOFR plus 2.75 %;

(iii) a one-time increase from $ 1,000 to $ 3,000 in the amount the Company was permitted to distribute to holders of the Company’s Series C Preferred Stock if specified conditions are

met; and (iv) the amount of indebtedness of the Company’s Antibodies Incorporated subsidiary that the Company was permitted to guaranty was increased from $ 2,920 to $ 5,000 .

July 13, 2022, the Santander Loan Agreement was further amended by a Consent, Waiver and Second Amendment (the “Second Santander Amendment”) to (i) increase the maximum revolving facility amount available to $ 35,000 (limited to 85 % of the Janel Group Borrowers’ eligible accounts receivable borrowing base and reserves, subject to adjustments set forth in the Santander Loan Agreement) and (ii) provide for a new bridge

term loan to the Company in the principal amount of up to $ 12,000 (the “Bridge Facility”) to be funded in connection with the

acquisition (the “Rubicon Transaction”) by the Company of up to 45 %

of the outstanding shares of Rubicon Technology, Inc.

(“Rubicon”) .

The Bridge Facility was drawn on August 18, 2022 and matured on the earlier to occur of (i) twenty ( 20 ) business days following the funding of the Bridge Facility and (ii) the date of funding of the dividend to be paid by Rubicon in

connection with the Rubicon Transaction.

The Company repaid the Bridge Facility in full on August 30, 2022.

The Second Santander Amendment also contained a one-time waiver and consent to (a) the consummation of the Rubicon Transaction,

and (b) a dividend of $ 2,500 to be paid by Janel Group , Inc.

(the Janel Group”) to the Company.

On January 30, 2023, the Santander Loan Agreement was further amended by the Third

Amendment to the Amended and Restated Loan and Security Agreement (the “Third Santander Amendment”).

As amended by the terms of the Third Santander Amendment, the percentage of the Borrowers’ eligible accounts receivable used to

calculate the borrowing base under the Loan Agreement was increased from 85 % to 90 % for Domestic Insured Accounts (as defined in the Amendment), subject to adjustments set forth in the Loan Agreement.

25, 2023, in connection with an amendment to the Credit Agreement entered into with First Merchants Bank (“First Merchant”) as described further below, we entered into the Fourth Amendment to the Amended and Restated Loan and Security

Agreement (the “Fourth Santander Amendment”).

The Fourth Santander Amendment (i) included modifications to address the amendments made to the First Merchants Credit Facilities (as defined below) and the consolidation of the debt

thereunder and (ii) terminated the subordination agreement relating to the Company’s guarantee of the First Merchants Credit Facilities.

22, 2023, we entered into the Fifth Amendment to the Amended and Restated Loan and Security Agreement (the “Fifth Santander Amendment”).

The Fifth Santander Amendment permitted certain unsecured guaranties by the Company in the

ordinary course of business guarantying obligations of subsidiaries in an aggregate amount not to exceed $ 4,000 and related

modifications to certain negative covenants.

On January 30, 2023, the Santander Loan Agreement was further amended by the Third Amendment to the

Amended and Restated Loan and Security Agreement (the “Third Santander Amendment”).

As amended by the terms of the Third Santander Amendment, the percentage of the Borrowers’ eligible accounts receivable used to calculate the borrowing

base under the Santander Loan Agreement was increased from 85 % to 90 % for Domestic Insured Accounts (as defined in the Third Santander Amendment), subject to adjustments set forth in the Santander Loan Agreement.

25, 2023, in connection with an amendment to the Credit Agreement entered into with First Merchants as described further below, we entered into the Fourth Amendment to the Amended and Restated Loan and Security Agreement (the “Fourth

Santander Amendment”).

The Fourth Santander Amendment (i) included modifications to address the amendments made to the First Merchants Credit Facilities (as defined below) and the consolidation of the debt thereunder and (ii)

terminated the subordination agreement relating to the Company’s guarantee of the First Merchants Credit Facilities (as defined below).

22, 2023, we entered into the Fifth Amendment to the Santander Loan Agreement (the “Fifth Santander Amendment”).

The Fifth Santander Amendment permitted certain unsecured guaranties by the Company in the ordinary course of business

guarantying obligations of subsidiaries in an aggregate amount not to exceed $ 4,000 and related modifications to certain

negative covenants.

December 1, 2023, in connection with an amendment (the “Purchase Agreement Amendment”) to that certain Membership Interest Purchase Agreement dated as of September 21, 2021 (the “Purchase Agreement”) among Janel Group, Inc.

Group”), a wholly-owned subsidiary of the Company, Expedited Logistics and Freight Services, LLC (“ELFS”) and former shareholders of ELFS (the “ELFS Sellers”), (i) the Janel Group Borrowers and Santander entered into an Acknowledgment

and Consent Agreement pursuant to which Santander consented to the Purchase Agreement Amendment and the effect of the modifications thereunder on the Santander Loan Agreement and (ii) the ELFS Sellers and Santander entered into an

Acknowledgment and Consent Agreement pursuant to which Santander consented to the Purchase Agreement Amendment and the effect of the modifications thereunder on the Subordination Agreement (as defined in the Santander Loan Agreement)

between Santander and the ELFS Sellers.

December 21, 2023, we entered into the Sixth Amendment to the Santander Loan Agreement (the “Sixth Santander Amendment”).

The Sixth Santander Amendment modified the reporting due date of the monthly borrowing base calculation from

the fifth day to the fifteenth day of each month.

5, 2024, we entered into the Seventh Amendment to the Santander Loan Agreement (the “Seventh Santander Amendment”).

The Seventh Santander Amendment added Airschott as a loan party obligor and borrower.

The Santander Loan Agreement matures on September 21, 2026 .

Interest accrues on the Santander Facility at an annual rate equal to the one-month SOFR plus 2.75 %.

The Janel Group Borrowers’ obligations

under the Santander Facility are secured by all of the assets of the Janel Group Borrowers, while the Santander Loan Agreement contains customary terms and covenants.

As a result of its terms, the Santander Facility is classified as a

current liability on the consolidated balance sheet.

At September 30, 2023, outstanding borrowings under the Santander Facility were $ 18,759 , representing 53.6 % of the $ 35,000

available thereunder, and interest was accruing at an effective interest rate of 7.60 %.

The Janel Group Borrowers’ obligations under the Santander Facility are secured by all of the assets of the Janel Group Borrowers, while the Santander Loan

Agreement contains customary terms and covenants.

As a result of its terms, the Santander Facility is classified as a current liability on the consolidated balance sheet.

September 30, 2024, outstanding borrowings under the Santander Facility were $ 19,313 , representing 55.2 % of the $ 35,000 available

subject to limitations thereunder, and interest was accruing at an effective interest rate of 7.65 %.

At September 30, 2023, outstanding borrowings under the Santander Facility were $ 18,759 , representing 53.6 % of the $ 35,000 available thereunder, and interest was accruing at an effective interest rate of 7.60 %.

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First Merchants Bank Credit Facility

On February 29, 2016, Indco entered into a Credit Agreement (as amended, the “Prior First Merchants Credit Agreement”) with First Merchants, which was subsequently amended on August 30, 2019 and July 1, 2020.

On August 1, 2022, Indco and First Merchants entered into Amendment No.

3 to the Prior First Merchants Credit Agreement, modifying the terms of Indco’s credit

Under the revised terms, the credit facilities consisted of a $ 5,500 term loan, a $ 1,000 (limited to the borrowing base and reserves) revolving loan, and the continuation of a mortgage loan in the original principal amount of $ 680 (collectively, the “Prior First Merchants Facility” ).

Interest accrued on the term loan at an annual rate equal to one-month adjusted term SOFR plus either 2.75 % (if Indco’s total funded debt to EBITDA ratio was less than 2 :1), or 3.5 % (if Indco’s total funded debt to EBITDA ratio was greater than or equal to 2 :1).

Interest accrued on the revolving loan at an annual rate equal to one-month adjusted term SOFR plus 2.75 %.

Interest accrued

on the mortgage loan at an annual rate of 4.19 %.

Indco’s obligations under the Prior First Merchants Credit Facility were secured

by all of Indco’s real property and other assets, and are guaranteed by Janel, and Janel’s guarantee of Indco’s obligations was secured by a pledge of Janel’s Indco shares.

On April 25, 2023, Indco and certain other Subsidiaries of the Company that are part of the Life Science and Manufacturing segments (together with Indco, the “Borrowers” and each, a “Borrower”), entered into a

Credit Agreement (the “Credit Agreement”) with First Merchants.

The Credit Agreement constitutes an amendment and restatement of the Prior First Merchants Credit Agreement.

The credit facilities provided under the Credit Agreement (the

“First Merchants Credit Facilities”) consist of a $ 3,000 revolving loan (limited to the borrowing base and reserves), a $ 5,000 acquisition loan, a $ 6,905

Term A loan and a $ 620 Term B loan as a continuation of the mortgage loan under the Prior First Merchants Credit Agreement.

Interest accrues on the outstanding revolving loan, Term A loan and acquisition loan at an annual rate equal to one-month

adjusted term SOFR plus either (i) 2.75 % (if the Borrowers’ total funded debt to EBITDA ratio is less or equal to 1.75 :1.00) or (ii) 3.50 %

(if the Borrowers’ total funded debt to EBITDA ratio is greater than to 1.75 :1.00).

Interest accrues on the Term B loan

at an annual rate of 4.19 %.

The Borrowers’ obligations under the First Merchants Credit Facilities are secured by all of the

Borrowers’ real property and other assets, and are guaranteed by the Company, and the Company’s guarantee of the Borrowers’ obligations is secured by a pledge of the Company’s equity interests in certain of the Borrowers.

The revolving

loan portion will expire on August 1, 2027 , the Term A loan portion will mature on April 25, 2033 , the Term B loan portion will mature on July 1, 2025

and the acquisition loan will permit multiple draws until October 25, 2024, at which point the outstanding principal amount will amortize, with all remaining amounts due at maturity of the acquisition loan on April 25, 2029 ;

each of the foregoing maturities, subject to earlier termination as provided in the Credit Agreement and unless renewed or

of September 30, 2023, there were $ 500 of outstanding borrowings under the acquisition loan, $ 450 of outstanding borrowings under the revolving loan, $ 6,235 of outstanding borrowings under the Term A loan and $ 610 of

outstanding borrowings under the Term B loan, with interest accruing on the acquisition loan and revolving loan at an effective interest rate of 8.18 % and on the Term A loan and Term B loan at an effective interest rate of 8.18 %

and 4.19 %, respectively.

As of September 30, 2022, there were no

outstanding borrowings under the revolving loan under the Prior First Merchants Credit Agreement , $ 5,420 of borrowings under the term loan under

the Prior First Merchants Credit Agreement, and $ 631 of borrowings under the mortgage loan under the Prior First Merchants Credit Agreement with interest accruing on such term loan and mortgage loan at an effective interest rate of 6.63 % and 4.19 %, respectively.

Indco was in compliance with the financial covenants define d in the First Merchants Credit Agreement at September 30, 2023 and September 30, 2022.

On February 29, 2016, Indco entered into a Credit Agreement (as amended, the “Prior First Merchants Credit Agreement”) with First Merchants.

On April 25, 2023, Indco and certain other Subsidiaries of the Company that are part of the Life Sciences and Manufacturing segments (together with Indco, the “Borrowers” and each, a “Borrower”), entered into a

Credit Agreement (the “First Merchants Credit Agreement”) with First Merchants.

The First Merchants Credit Agreement constitutes an amendment and restatement of the Prior First Merchants Credit Agreement.

The credit facilities provided

under the First Merchants Credit Agreement (the “First Merchants Credit Facilities”) consist of a $ 3,000 revolving loan

(limited to the borrowing base and reserves), a $ 5,000 acquisition loan, a $ 6,905 Term A loan and a $ 620 Term B loan as a

continuation of the mortgage loan under the Prior First Merchants Credit Agreement.

Interest accrues on the outstanding revolving loan, Term A loan and acquisition loan at an annual rate equal to one-month adjusted term SOFR plus either (i) 2.75 % (if the Borrowers’ total funded debt to EBITDA ratio is less or equal to 1.75 :1.00) or (ii) 3.50 % (if the Borrowers’

total funded debt to EBITDA ratio is greater than to 1.75 :1.00).

Interest accrues on the Term B loan at an annual rate of

The Borrowers’ obligations under the First Merchants Credit Facilities are secured by all of the Borrowers’ real

property and other assets, and are guaranteed by the Company, and the Company’s guarantee of the Borrowers’ obligations is secured by a pledge of the Company’s equity interests in certain of the Borrowers.

The revolving loan portion will

expire on August 1, 2027 , the Term A loan portion will mature on April 25, 2033 , and the Term B loan portion will mature on July 1, 2025 .

The acquisition loan will permit multiple draws until October 25, 2024, at which point the outstanding principal amount will amortize, with all remaining amounts of the acquisition loan due at maturity on April 25, 2029 .

10, 2024, the First Merchants Credit Facilities were amended to provide for, among other changes, permitted affiliate loans provided availability on its revolving loan both before and after giving effect to any such loan, is not less than

$ 1,000 and maturity of such permitted affiliate loans are not to exceed fourteen days from disbursement.

As of September 30, 2024, there were $ 3,700

of outstanding borrowings under the acquisition loan, $ 4,028 of outstanding borrowings under the Term A loan and $ 585 of outstanding borrowings under the Term B loan, with interest accruing on the acquisition loan and revolving loan at an effective

interest rate of 7.82 % each, and on the Term A loan and Term B loan at an effective interest rate of 7.82 % and 4.19 %,

respectively.

As of September 30, 2023, there were $ 500 of outstanding borrowings under the acquisition loan, $ 450 of outstanding borrowings under the revolving loan, $ 6,235 of outstanding borrowings under the Term A loan and $ 610 of outstanding borrowings

under the Term B loan, with interest accruing on the acquisition loan and revolving loan at an effective interest rate of 8.18 %

and on the Term A loan and Term B loan at an effective interest rate of 8.18 % and 4.19 %, respectively.

The Company was in compliance with the financial covenants define d in the First Merchants Credit Agreement at each of September 30, 2024 and September 30, 2023.

The table below sets forth the total long-term debt, net of capitalized loan fees of $ 309 for the First Merchants Credit Agreement (in thousands):

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Fiscal Year 2029

First Northern Bank of Dixon

Antibodies Incorporated (“Antibodies”), a wholly-owned subsidiary of the Company, entered into a Business Loan Agreement (as amended, the “First Northern Loan Agreement”) with First Northern Bank of Dixon (“First Northern”) on June 21, 2018.

The First Northern Loan Agreement provided for a $ 2,235 term loan (the “First Northern Term Loan”) and a $ 750

revolving credit facility (the “First Northern Revolving Loan”).

Antibodies also entered into two separate

business loan agreements with First Northern:

a $ 125 term loan in connection with a potential expansion of solar generation

capacity on the Antibodies property (the “First Northern Solar Loan”) on November 18, 2019 and a $ 60 term loan in connection with a potential expansion of generator capacity on the Antibodies property (the

“First Northern Generator Loan”) on June 19, 2020.

On April 25, 2023, each of the First Northern Term Loan, the

First Northern Revolving Loan, the First Northern Solar Loan and the First Northern Generator Loan was paid in full with the proceeds provided by the First Merchants Credit Facilities and the First Merchants Loan Agreement.

In connection

with the repayment, each business loan agreement governing such First Northern loans was terminated and all liens granted to First Northern in connection with the First Northern Loan Agreement and such business loan agreements on any

property of Antibodies were released.

Antibodies has no further obligations owing to First Northern in connection with the First Northern Loan Agreement and such business loan agreements.

As of September 30, 2022, the total amount outstanding under the First Northern Term Loan was $ 2,084 , of which $ 2,027 is included in long-term debt

and $ 57 is included in current portion of long-term debt, with interest accruing at an effective interest rate of 4.18 %.

As of September 30, 2022, the total amount outstanding under the First Northern Solar Loan was $ 23 , of which $ 15 is included in long-term debt and $ 8 is included in current portion of long-term debt, with interest accruing at an effective interest rate of 4.43 %.

As of September 30, 2022, there were no outstanding borrowings under the First Northern Revolving Loan.

The Company was in compliance with the financial covenants defined in the First Northern Loan Agreement at April 25, 2023 .

SUBORDINATED PROMISSORY NOTES – RELATED PARTY

(A) ICT Subordinated Promissory Note

Labs, Inc., a wholly-owned subsidiary of the Company, is the obligor on a fixed 0.5 % subordinated promissory note in the

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without premium or penalty.

The ICT Subordinated Promissory Note is guaranteed by the Company and is secured by the Company’s membership interests in ICT.

Subordinated Promissory Note is subordinate to and junior in right of payment for principal interest premiums and other amounts payable to Santander, First Merchants and the First Northern.

The ICT Subordinated Promissory Note is subordinate to and junior in right of payment for principal interest premiums and other

amounts payable to Santander and First Merchants.

As of September 30, 2024, the amount outstanding under the ICT Subordinated Promissory Note was $ 55 , all of which is included in the current portion of subordinated promissory notes.

As of September 30, 2023, the amount outstanding under the ICT Subordinated Promissory Note was $ 312 , of which $ 288 is

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promissory notes.

As of September 30, 2022, the amount outstanding under ICT Subordinated Promissory Note was $ 707 , of which $ 425 is included in the current portion

of subordinated promissory notes and $ 282 is included in the long-term portion of subordinated promissory notes.

Janel Group, Inc.

(“Janel Group”), a wholly-owned subsidiary of the Company, is the obligor on four fixed 4 % subordinated

promissory notes totaling $ 6,000 in the aggregate (together, the “ELFS Subordinated Promissory Notes”), payable to certain

former shareholders of Expedited Logistics and Freight Services, LLC (“ELFS”), in connection with the Company’s business combination whereby it acquired all the membership interest of ELFS and its related subsidiaries.

All of the ELFS

Subordinated Promissory Notes are guaranteed by the Company and are subordinate to and junior in right of payment for principal, interest, premiums and other amounts payable to the Santander Bank Facility and the First Merchants

The ELFS Subordinated Promissory Notes are payable in twelve equal consecutive quarterly installments of principal together with accrued interest.

Beginning October 15, 2021 and on the same day of the next eight consecutive calendar quarters, thereafter payment of accrued interest and unpaid interest is due to the former shareholders.

Beginning October 15, 2023 and on the same day of the next twelve consecutive calendar quarters, thereafter payment of

principal together with accrued interest and unpaid interest is due to the former shareholders.

In June 2022, the principal amount of the ELFS Subordinated Promissory Notes was adjusted to $ 5,100 due to a revised working capital adjustment of $ 900 .

As of September 30, 2023, the amount outstanding under the ELFS Subordinated Promissory Notes was $ 5,100 , of which $ 1,700 is

(B) ELFS Subordinated Promissory Notes

Janel Group is the obligor on four

fixed 4 % subordinated promissory notes totaling $ 6,000 in the aggregate (together, the “ELFS Subordinated Promissory Notes”), payable to certain former shareholders of ELFS, in connection with the Company’s

business combination whereby it acquired all the membership interest of ELFS and its related subsidiaries.

All of the ELFS Subordinated Promissory Notes are guaranteed by the Company and are subordinate to and junior in right of

payment for principal, interest, premiums and other amounts payable to the Santander Facility and the First Merchants Credit Facility.

The ELFS Subordinated Promissory Notes are payable in twelve equal consecutive quarterly installments of

principal together with accrued interest.

Beginning October 15, 2021 and on the same day of the next eight consecutive

calendar quarters, thereafter payment of accrued interest and unpaid interest is due to the former shareholders.

Beginning October 15, 2023, and on the same day of the next twelve consecutive calendar quarters thereafter payment of principal together with accrued interest and unpaid interest is due to the former shareholders.

In June 2022, the

principal amount of the ELFS Subordinated Promissory Notes was adjusted to $ 5,100 due to a revised working capital adjustment

On December 1, 2023, in connection with the Purchase Agreement Amendment among Janel Group and the ELFS Sellers, the Company extended the ELFS

Subordinated Promissory Notes maturity by two years and restored the working capital adjustment (as defined in the

Purchase Agreement) by $ 900 which increased the principal amount of the ELFS Subordinated Promissory Notes to $ 6,000 .

The Company evaluated the accounting treatment related to the amendment and determined the agreements are substantially

different and extinguished the original subordinated promissory notes and recorded the amended subordinated promissory notes at fair value of $ 4,654 .

As a result, the Company recorded a debt discount of approximately $ 921

and a $ 21 gain on extinguishment.

As of September 30, 2024, the amount outstanding under the ELFS Subordinated Promissory Notes was $ 3,918 , of which $ 1,173 is included in the current

portion of subordinated promissory notes and $ 2,745 was included in the long-term portion of subordinated promissory

As of September 30, 2023, the amount outstanding under the ELFS Subordinated Promissory Notes was $ 5,100 , of which $ 1,700 was

included in the current portion of subordinated promissory notes and $ 3,400 was included in the long-term portion of

subordinated promissory notes.

As of September 30, 2022, the amount outstanding under the ELFS Subordinated Promissory Notes was $ 5,100 and was included in the long-term portion of subordinated promissory notes.

Janel Group is the obligor on a floating rate (Prime Rate plus 2 %) subordinated promissory note (the “Airschott Subordinated Promissory Note”) in the amount of $ 1,200 issued, to a former owner of Airschott, in connection with the business combination whereby Janel Group acquired Airschott.

The note is payable in twelve consecutive quarterly

payments, which commenced in July 2024, of $ 100 together with accrued interest on the outstanding principal balance.

September 30, 2024, the amount outstanding under the Airschott Subordinated Promissory Note was $ 1,100 , of which $ 400 was included in the current portion of subordinated promissory notes and $ 700 was included in the long-term portion of subordinated promissory notes.

September 30,

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Janel is authorized to issue 4,500,000 shares of common stock, par value $ 0.001 .

In addition, the Company is authorized to

issue 100,000 shares of preferred stock, par value $ 0.001 .

The preferred stock is issuable in series with such voting rights, if any, designations, powers, preferences and other rights and such qualifications, limitations and restrictions as may be determined

by the Company’s Board of Directors or a duly authorized committee thereof, without stockholder approval.

The Board of Directors may fix the number of shares constituting each series and increase or decrease the number of shares of any

On August 10, 2022, the Company issued 88,888 shares of its common stock, par value $ 0.001 per

share (“Common Stock”), at a purchase price of $ 45 per share (the closing sale price per share of Common Stock on August 9, 2022

as reported on the Pink tier of the OTC market, or an aggregate purchase price of $ 4,000 .

The shares were sold to accredited investors in a private placement in reliance upon the exemption from

registration provided by Section 4(a)(2) of the Securities Act of 1933 and Regulation D promulgated thereunder.

In addition, the

Company is authorized to issue 100,000 shares of preferred stock, par value $ 0.001 .

The preferred stock is issuable in series with such voting rights, if any, designations, powers, preferences and other rights and such qualifications, limitations

and restrictions as may be determined by the Company’s Board of Directors or a duly authorized committee thereof, without stockholder approval.

The Board of Directors may fix the number of shares constituting each series and increase or

decrease the number of shares of any series.

Preferred Stock

Series B Convertible Preferred Stock

Shares of the Company’s Series B Convertible Preferred Stock (the “Series B Stock”) are convertible into shares of the

Company’s Common Stock at any time on a one- share (of Series B Stock) for ten -shares (of Common Stock) basis.

The Company had 31 shares of Series B Stock outstanding as of September 30, 2021.

On March 31, 2022, the Company, on behalf of two holders, converted the remaining 31

shares of Series B Stock into 306 shares of the Company’s Common 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.

As of September 30, 2023 and 2022, the Company had no shares of Series B Stock outstanding.

Series C Cumulative Preferred Stock

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annual dividends at a rate of 7 % per annum of the original issuance price of $ 500 , when and if declared by the Company’s Board of Directors, with such rate to increase by 2 % annually beginning on the third anniversary of issuance of such Series C Stock to a maximum rate of 13 %.

By the filing of the Certificate of Amendment to the Company’s Certificate of Incorporation on March 31, 2022, the annual dividend rate decreased to 5 % per annum of the original issuance price, when and if declared by the Company’s Board of Directors, and will increase by 1 % beginning on January 1, 2024.

Such rate is to increase on each January 1 thereafter for four years to a maximum rate of 9 %.

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the Series C Stock as of September 30, 2024 and 2023 was 6 % and 5 %, respectively .

In the event of liquidation, holders of Series C Stock shall be paid an amount equal to the original issuance price, plus any accrued but unpaid

dividends thereon.

Shares of Series C Stock may be redeemed by the Company at any time upon notice and payment of the original issuance price, plus any accrued but unpaid dividends thereon.

The liquidation value of Series C Stock was $ 7,713 and $ 7,429 as of September

30, 2023 and September 30, 2022, respectively.

On March 31, 2022, the Company purchased 4,687 shares of the Series C Stock from two holders at a purchase price of $ 500 per share plus accrued dividends, or an aggregate of $ 3,000 , and exchanged 4,905 shares of Series C Stock plus accrued dividends from one holder, for the issuance of 65,205

shares of the Company’s Common Stock, par value $ 0.001 per share 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 $ 3,065 .

As a result of these transactions, the number of issued and outstanding shares of Series C Stock was reduced from 20,960 shares to 11,368 shares.

Such shares issued on March 31, 2022 and September 30, 2021, were sold in private placements in reliance upon the

exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Regulation D promulgated thereunder.

In August 2021, the Board of Directors approved an increase in the number of shares of Series C Stock,

from 20,000 shares to 30,000

In the event of liquidation, holders of Series C Stock shall be paid an amount equal to the original issuance price, plus any accrued dividends thereon.

Series C Stock may be redeemed by the Company at any time upon notice and payment of the original issuance price, plus any accrued dividends thereon.

The liquidation value of Series C Stock was $ 7,957 and $ 7,713 as of September 30, 2024 and September 30,

2023, respectively.

For the fiscal year ended September 30, 2024 and 2023, the Company declared dividends on Series C Stock of $ 328 and $ 284 , respectively.

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Corporation Equity Incentive Plan (the “Amended Plan”) pursuant to which non-statutory stock options, restricted stock awards and stock appreciation rights of the Company’s Common Stock, par value $ 0.001 per share (“Common Stock”), may be granted to employees, directors and consultants to the Company and its subsidiaries.

The Amended Plan increases the number of shares of Common Stock that may be issued pursuant to the Amended Plan from 100,000 to 200,000 shares of Common Stock of the Company and adopts

certain other non-substantive amendments.

The Amended Plan increases the number of shares of Common Stock that may be issued pursuant to the Amended Plan from 100,000 to 200,000 shares of Common Stock of the

Company and adopts certain other non-substantive amendments.

and all terms of any grant under the Amended Plan are in the discretion of the Company’s Compensation Committee.

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subsidiaries.

The Amended and Restated Plan increased the number of shares of Common Stock that may be issued pursuant to the Amended and Restated Plan from 100,000 to 200,000 shares of Common Stock of the Company and adopts

certain other non-substantive amendments.

non-substantive amendments.

Participants and all terms of any grant under the Amended and Restated Plan are in the discretion of the Company’s Compensation Committee.

Total stock-based compensation for the fiscal year ended September 30, 2023 and 2022 amounted to $ 231 and $ 832 , respectively, and was included in selling,

general and administrative expense in the Company’s statements of operations.

Total stock-based compensation for the fiscal year ended September 30, 2024 and 2023 amounted to $ 321 and $ 231 , respectively, and was included in selling, general and

administrative expense in the Company’s statements of operations.

Stock Options

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Expected volatility

100.3 % - 110.3

Dividend yield

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30.06 - 41.24

17.60 - $ 19.07

Options for Employees

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As of September 30, 2024, there was approximately $ 241

of total unrecognized compensation expense related to the unvested employee stock options which is expected to be recognized over a weighted average period of two years .

of total unrecognized compensation expense related to the unvested employee stock options which is expected to be recognized over the next year.

Liability classified share-based awards

During the fiscal year ended September 30, 2023, there were no

options granted and no options were exercised with respect to Indco’s common stock.

The Company uses the

Black-Scholes option pricing model to estimate the fair value of Indco’s share-based awards.

In applying this model, the Company used the following assumptions:

Risk-free interest rate

Expected option term in years

Expected volatility

Dividend yield

Grant date fair value

5.57 - $ 6.66

During the fiscal year ended September 30, 2024 and 2023, there were no options granted and no options were exercised with respect to Indco’s common stock.

Exercise Price

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required to earn the option.

The accrued compensation cost related to these options was approximately $ 334 and $ 311 as of September 30, 2023 and September 30, 2022, respectively, and is included in other liabilities in the condensed consolidated financial

The compensation cost

related to these options was approximately $ 23 and $ 42 for the fiscal years ended September 30, 2023 and September 30, 2022, respectively, and is included in other liabilities in the consolidated financial statement.

associated with the options issued on each grant date is being recognized ratably over the period of service required to earn each tranche of options.

The accrued compensation cost related to these options was approximately $ 350 and $ 334 as of September 30, 2024 and September 30, 2023, respectively, and is included in other liabilities in the consolidated financial statement.

The compensation cost related to these

options was approximately $ 16 and $ 23

for the fiscal years ended September 30, 2024 and September 30, 2023, respectively, and is included in other liabilities in the consolidated financial statement.

The cost associated with the options issued on each grant date is being

recognized ratably over the period of service required to earn each tranche of options.

Upon vesting, the options continue to be accounted for as a liability in accordance with ASC 480-10-25-8 and are measured in accordance with ASC 480-10-35 at

every reporting period until the options are settled.

As a result of previous option exercise and

stock repurchase activity, the mandatorily redeemable non-controlling interest percentage was 9.8 % as of each of September

As a result of previous option exercise and stock

repurchase activity, the mandatorily redeemable non-controlling interest percentage was 9.8 % as of each of September 30,

2024 and 2023.

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While their redemption does not occur on a fixed date, there is an unconditional obligation for the Company to repurchase the shares upon death.

As of September 30, 2023, there was approximately $ 16

of total unrecognized compensation expense related to the unvested Indco stock options.

This expense is expected to be recognized over a weighted average period of two years .

Restricted Stock

On March 30, 2022, the Board of Directors of the Company approved an equity grant of 15,000 shares of restricted stock to an employee of the Company pursuant to the Company’s Amended and Restated Plan, vesting immediately.

The compensation cost related to this award

was approximately $ 705 for the year ended September 30, 2022 and was included in selling, general and administrative expense in the

Company’s statements of operations.

As of September 30, 2024, there was no

unrecognized compensation expense related to the unvested Indco stock options.

INCOME PER COMMON SHARE

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Year Ended September 30,

Income (Loss):

Net income (loss)

Preferred stock dividends

Non-controlling interest dividends

Net income (loss) available to common stockholders

Net income available to common stockholders

Common Shares:

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Diluted - weighted average common stock

Income (Loss) per Common Share:

Net income (loss)

Income per Common Share:

Preferred stock dividends

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Net income (loss) attributable to common stockholders

Net income (loss)

Preferred stock dividends

Non-controlling interest dividends

Net income (loss) available to common stockholders

Net income available to common stockholders

The computation for the diluted number of shares excludes unexercised stock options that are anti-dilutive.

There were 10,000 anti-dilutive shares for the fiscal years ended September 30, 2023 and 48,293 anti-dilutive shares for the fiscal years ended September 30, 2022.

There were 10,000 anti-dilutive shares for the fiscal year ended September 30, 2024 and 10,000 anti-dilutive shares for the fiscal years ended September 30, 2023.

Potentially diluted securities as of September 30, 2024 and 2023 are as follows:

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The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities were as follows (in thousands):

Deferred tax assets - net state operating loss carryforwards

Deferred tax assets - net operating loss carryforwards

Lease liability

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Net deferred tax liability

The Company has no Federal net operating loss

carryforwards for income tax purposes as of September 30, 2023.

The Company will recognize interest and penalties related to uncertain tax positions as a component of income tax expense.

As of September 30, 2024, the Company had no

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Income tax returns for tax years from 2019 through 2023 remain subject to examination by the taxing jurisdictions.

On August 16,

2022, the Inflation Reduction Act (“IRA”) was signed into law in the United States.

Among other provisions, the IRA includes a 15% corporate minimum tax rate applied to certain large corporations and a 1% excise tax on corporate stock

repurchases made after December 31, 2022.

PROFIT SHARING AND 401(K) PLANS

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information about the Company’s reportable segments and Corporate for the purpose of reconciling to the consolidated totals for the fiscal years ended September 30, 2024 and 2023:

For the year ended September 30, 2023

(in thousands)

For the year ended September 30, 2024 (in thousands)

Life Sciences

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Capital expenditures, net of disposals

For the year ended September 30, 2022

(in thousands)

For the year ended September 30, 2023 (in thousands)

Life Sciences

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operating lease right of use assets and corresponding lease liabilities.

As of September 30, 2023 and 2022, the weighted-average remaining lease term and the weighted-average discount rate related to the Company’s operating leases

were 5.9 years and 4.01 %

and 4.6 years and 3.05 %

of September 30, 2024 and 2023, the weighted-average remaining lease term and the weighted-average discount rate related to the Company’s operating leases were 5.3 years and 5.72 % and 5.9 years and 4.01 %

respectively.

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(in thousands, except per share data)

On August 19, 2022, the Company acquired 1,108,000

shares of the common stock, par value $ 0.001 per share, of 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.

Pursuant to the terms of the Purchase

Agreement, the Acquired Shares represented 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 purchase price for the acquired Rubicon shares was $ 22,160 and was paid from the Company’s cash on hand, proceeds of the Bridge Loan, funds available under the Santander Credit Facility and funds available under the First

Merchants Facility.

On August 12, 2022 Rubicon announced that, in connection with the cash tender offer by the Company for up to 45 % of

Rubicon’s issued and outstanding common stock, par value $ 0.001 per share, the Rubicon Board of Directors set August 23, 2022 (the “Record Date”) as the record date for its cash distribution of $ 11.00 per share of Common Stock (the “Distribution”).

The Distribution and the Record Date was conditioned upon the consummation of the cash tender offer on August 19, 2022,

and the Distribution in the amount of $ 12,188 was paid to the Company on August 29, 2022 .

The Company revalued the investment in Rubicon’s securities on September 30, 2023 and 2022 and recorded a loss of $ 798 and $ 19,789 , respectively within

other income (loss), net of dividends on the Company’s consolidated.

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 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.

The Company revalued the investment in Rubicon’s securities on September 30, 2024 and 2023 and recorded a loss of $ 55 and $ 798 , respectively within other

income (loss), net of dividends on the Company’s consolidated.

Below is reconciliation for the changes to the investment in Rubicon for the year ended September 30, 2024 and 2023.

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Balance at beginning of year

Purchase of Rubicon investment

Fair value adjustments to Rubicon investment

The summarized financial information of Rubicon as of and for the twelve months ended September 30, 2023 is as follows:

total assets $ 4,185 , total liabilities $ 615 ,

total revenues $ 2,692 , gross profit $ 582

and net income $ 735 .

The summarized financial information of Rubicon as of and for the twelve months ended September 30, 2022 is as follows:

total assets $ 5,340 , total liabilities $ 2,337 ,

total revenues $ 3,883 , gross profit $ 1,505

and net income $ 810 .

FAIR VALUE MEASUREMENTS

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Investment in Rubicon at fair value

Investment in other marketable securities

Contingent earnout liabilities

The contingent earnout liability for ELFS was classified as Level 3 as of September 30, 2023.

On December 1, 2023, in connection with the Purchase

Agreement Amendment among Janel Group and the ELFS Sellers described above, the parties agreed to certain modifications fixing the amount of the remaining earnout payments to ELFS in earnout years three and four to $ 1,078 each year.

As a result, the measurement of the earnout liability became a Level 1 fair value measurement based on the present value of the

negotiated payments.

Inputs to the valuation approach for contingent earnout liabilities for Airschott

include the Company’s forecasted gross profit for each of the next 3 fiscal years from the acquisition date, estimated volatility measure of 20 %,

expected term of 3 years, an underlying metric discount rate of 8.9 %, and a discount rate on the earnout payments of 8.25 %.

Total fair value at

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Investment in Rubicon at fair value

of each of September 30, 2023 and September 30, 2022, the Company held 46.6 % and 45.0 %, respectively, of the total issued and outstanding shares of Rubicon and reported its investment under the fair value method pursuant to ASC 320.

Management determined

that it was appropriate to carry its investment in Rubicon at fair value because the investment was traded on the NASDAQ stock exchange through January 2, 2023, began trading on the OTCQB Capital Market on January 3, 2023 and had daily trading

activity, the combination of which provide a better indicator of value.

The investment in Rubicon is re-measured at the end of each quarter based on the trading price and any change in the value is reported on the income statement as an

unrealized gain or loss on marketable securities in other income (expense).

Refer to Note 16 to Consolidated Financial Statements for reconciliation of changes to the investment in Rubicon for the years ended September 30, 2023 and 2022.

of each of September 30, 2024 and September 30, 2023, the Company held 46.6 % of the total issued and outstanding shares of Rubicon

and reported its investment under the fair value method pursuant to ASC 320.

Management determined that it was appropriate to carry its investment in Rubicon at fair value because the investment was traded on the NASDAQ stock exchange through

January 2, 2023, began trading on the OTCQB Capital Market on January 3, 2023 and had daily trading activity, the combination of which provide a better indicator of value.

The investment in Rubicon is re-measured at the end of each quarter based

on the trading price and any change in the value is reported on the income statement as an unrealized gain or loss on marketable securities in other income (expense).

Refer to Note 16 to Consolidated Financial Statements for reconciliation of

changes to the investment in Rubicon for the years ended September 30, 2024 and 2023.

Contingent earnout liabilities

These liabilities relate to the estimated fair

value of earnout payments to former IBS and ELFS owners for the periods ending September 30, 2023 and 2022.

For the period ending September 30, 2024, these

liabilities relate to the estimated fair value of earnout payments to former IBSC,ELFS,ViraQuest and Airschott owners.

For the period ending September 30, 2023, these

liabilities relate to the estimated fair value of earnout payments to former IBSC and ELFS owners .

The current and non-current portions of the fair value of the contingent earnout liability at September 30, 2024 were $ 1,262 and $ 2,119 , respectively.

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The following table sets forth a summary of the changes in the fair value of the Company’s contingent earnout liabilities, which are

measured at fair value on a recurring basis utilizing Level 3 assumptions in their valuation (in thousands):

measured at fair value on a recurring basis utilizing Level 1 and Level 3

assumptions in their valuation (in thousands):

September 30,

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Fair value adjustment of contingent earnout liabilities

Balance at end of year

Company determined the fair value of the contingent earnout liability using forecasted results through the expected earnout periods.

The principal inputs to the approach include expectations of the specific business’s revenue in fiscal years

2023 through 2025 using an appropriate discount rate.

Given the use of significant inputs that are not observable in the market, the contingent liability is classified within Level 3 of the fair value hierarchy.

There were no significant

changes to this methodology during the year ended September 30, 2023.

Company determined the fair value of the Level 3 contingent

earnout liability using forecasted results through the expected earnout periods.

The principal inputs to the approach include expectations of the specific business’s revenues in fiscal years 2024 through 2025 using an appropriate discount rate.

Given the use of significant inputs that are not observable in the market, the contingent earnout liability is classified within Level 3 of the fair value hierarchy.

COMMITMENTS AND CONTINGENCIES

Employment Agreements

The Company has various employment agreements, including employment agreements with the previous owners of ELFS and PhosphoSolutions.

The Company has various employment agreements, including employment agreements with the previous owners of ELFS and Airschott.

RISK AND UNCERTAINTIES

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SUBSEQUENT EVENTS

On October 4, 2023, Rubicon announced that it had authorized a cash dividend of $ 1.10 per share of Common Stock of Rubicon and set October 16, 2023 as the record date for the distribution.

On October 23, 2023 the Company received $ 1,219

in dividends .

On December 1, 2023, in connection with an amendment (the “Purchase Agreement Amendment”) to that certain Membership Interest Purchase Agreement dated as of September 21, 2021 (the “Purchase Agreement”) among Janel Group, ELFS and former shareholders of ELFS, (the “ELFS Sellers”), (i) the Janel Group Borrowers

and Santander entered into an Acknowledgment and Consent Agreement pursuant to which Santander consented to the Purchase Agreement Amendment and the effect of the modifications thereunder on the Santander Loan Agreement and (ii) the

ELFS Sellers and Santander entered into an Acknowledgment and Consent Agreement pursuant to which Santander consented to the Purchase Agreement Amendment and the effect of the modifications thereunder on the Subordination Agreement (as

defined in the Santander Loan Agreement) between Santander and the ELFS Sellers.

As amended, the parties agreed to (i) certain modifications fixing the amount of the remaining earnout payments in earnout year three and four (as

defined in the Purchase Agreement) to $ 1,078 each earnout year and (ii) extended the maturity by an additional two years and restored the pre-working capital adjusted amount of the ELFS Subordinated Promissory Notes (as defined in the Purchase

Agreement) to $ 6,000 (increase of $ 900 )

payable to the Subordinated Lender thereunder (collectively, the “Purchase Modifications”).

On November 22, 2024, Antibodies Incorporated, Aves Labs, Inc., Indco, Inc., and their wholly-owned subsidiaries, entered into the Second Amendment to the Amended and Restated Credit Agreement and Joinder Agreement dated as of April 25, 2023

and first amended as of January 10, 2024.

The Second Amendment increased the borrowing capacity by $ 6,700 .

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 9A. Controls and Procedures