Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There were no unregistered sales of equity securities during the three months ended December 31, 2024. In addition, there were no shares of Common
Stock purchased by us during the three months ended December 31, 2024.
ITEM 6. EXHIBIT INDEX
10.1
Eighth Amendment to Amended and Restated Loan and Security Agreement,
dated November 1, 2024, by and among Santander Bank, N.A., as lender,
Janel Group, Inc., Expedited Logistics
and Freight Services, LLC, ELFS Brokerage LLC, and
Airschott, Inc., as borrower, Janel Corporation, Expedited Logistics and
Freight Services, LLC, as obligors (filed herewith).
10.2a
Second Amendment to Amended and Restated Acquisition Note, dated November 22, 2024, by and among Indco, Inc., Antibodies
Incorporated, Aves Labs, Inc., PhosphoSolutions LLC, Immunochemistry Technologies
LLC, ECM Biosciences, LLC, ImmunoBioScience Corp, and ViraQuest, Inc., as borrowers,
hereby jointly and severally promise to pay to the order of First Merchants as Lender
(filed
herewith).
10.2b
Second Amendment to Amended and Restated Revolving Note dated November 22, 2024, by and among Indco, Inc.,
Antibodies Incorporated, Aves Labs, Inc., PhosphoSolutions LLC, Immunochemistry
Technologies LLC, ECM Biosciences, LLC, ImmunoBioScience Corp, and ViraQuest,
Inc., as borrowers, hereby jointly and severally promise to pay to the order of
First Merchants as Lender (filed herewith).
10.2c
Second Amendment to Amended and Restated Term A Note dated November 22, 2024, by and among Indco, Inc.,
Antibodies Incorporated, Aves Labs, Inc., PhosphoSolutions LLC, Immunochemistry
Technologies LLC, ECM Biosciences, LLC, ImmunoBioScience Corp, and ViraQuest,
Inc., as borrowers, hereby jointly and severally promise to pay to the order of
First Merchants as Lender (filed herewith).
10.2d
Second Amendment to Amended and Restated Term B Note dated November 22, 2024, by and among Indco, Inc.,
Antibodies Incorporated, Aves Labs, Inc., PhosphoSolutions LLC, Immunochemistry
Technologies LLC, ECM Biosciences, LLC, ImmunoBioScience Corp, and ViraQuest,
Inc., as borrowers, hereby jointly and severally promise to pay to the order of
First Merchants as Lender (filed herewith).
31.1
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer (filed herewith).
31.2
Rule 13a-14(a)/15d-14(a) Certification of Principal Chief Financial Officer (filed herewith).
32.1
Section 1350 Certification of Principal Executive Officer (filed
herewith).
32.2
Section 1350 Certification of Principal Chief Financial Officer (filed
herewith).
101
Interactive data files providing financial information from the
Company’s Quarterly Report on Form 10-Q for the three
months ended December 31, 2024 and 2023 in Inline XBRL (eXtensible
Business Reporting Language) pursuant to
Rule 405 of Regulation S-T: (i) Condensed Consolidated
Balance Sheets as of December 31, 2024 and September 30, 2024, (ii)
Condensed Consolidated Statements of Operations for the three months
ended December 31, 2024 and 2023, (iii) Condensed
Consolidated Statement of Changes in Stockholders’
Equity for the three months December 31, 2024 and 2023,
(iv) Condensed Consolidated Statements of Cash Flows for the three
months ended December 31, 2024 and 2023, and (v) Notes to Condensed
Consolidated Financial Statements.
104
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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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: February 7, 2025
JANEL CORPORATION
(Registrant)
/s/ Darren C. Seirer
Darren C. Seirer
Chairman, President and Chief Executive Officer
( Principal Executive Officer)
Dated: February 7, 2025
/s/ Joseph R. Ferrara
Joseph R. Ferrara
Chief Financial Officer, Treasurer and Secretary
(Principal Financial Officer)
29