UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): September 16, 2020

 

JANONE INC.

(Exact Name of Registrant as Specified in Charter)

 

 

Nevada

000-19621

41-1454591

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

325 E. Warm Springs Road, Suite 102

Las Vegas, NV 89119

(Address of Principal Executive Offices and Zip Code)

 

Registrant’s telephone number, including area code: 702-997-5968

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.001 par value per share

 

JAN

 

The NASDAQ Stock Market LLC

(The NASDAQ Capital Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company   

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 

 

 


 

Item 8.01 Other Events.

 

On September 16, 2020, JanOne Inc. (the “Company”) issued a press release announcing an update to the strategic alternatives process for its legacy businesses.

 

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d)        Exhibits

 

Exhibit

Number

 

Description

 

 

 

99.1

 

Press Release of JanOne Inc., dated September 16, 2020

 

2


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

JanOne Inc.

 

 

By:

/s/ Tony Isaac

 

Name:  Tony Isaac

 

Title:    Chief Executive Officer

 

Dated:  September 16, 2020

 

3

jan-ex991_14.htm

Exhibit 99.1

 

 

 

JanOne Announces Strategic Plan to Divest its Legacy Businesses

 

Update on plans for sale of recycling business. Divesting will allow for focus on core life science assets

 

 

LAS VEGAS, NV, Sept. 16, 2020 – JanOne Inc. (Nasdaq: JAN), a company focused on developing treatments for conditions that cause severe pain and drugs with non-addictive, pain-relieving properties, provided an update today regarding its initiatives to pursue a strategic alternative process for its legacy businesses first announced in June 2020. The Company has received interest from third parties with respect to the sale of its legacy recycling business and is currently reviewing these opportunities.

 

Tony Isaac, President and Chief Executive Officer of JanOne commented, "We remain highly focused on continued advancement of our clinical candidate, JAN101, to treat peripheral artery disease (PAD) and to find non-addictive alternatives to pain.  In addition, we are continuing to pursue JAN101’s potential to treat vascular complications related to Covid-19.  We believe a successful transaction related to the disposition of our legacy recycling business will enhance shareholder value and enable us to concentrate our efforts on advancing JAN101."

 

The strategic alternative review process is being conducted with the goal of maximizing stockholder value.  JanOne will provide further disclosure as appropriate. The actual terms of any potential transaction are still to be negotiated between the parties and will be set forth in a letter of intent. There are no assurances that JanOne will be successful in negotiating an acceptable definitive agreement, when or whether a definitive agreement will be reached between the parties, or that any transaction with respect to its legacy businesses will be consummated. Even if a definitive agreement is executed, the terms of the transaction may change materially from the terms set forth in a non-binding letter of intent and will have many conditions to closing, some of which may be outside of the parties’ control and we cannot predict whether these conditions will be satisfied. There are no assurances when or if closing will occur, even if the parties successfully negotiate and sign a definitive agreement.

 

About JanOne

JanOne (NASDAQ: JAN) is focused on developing treatments for diseases that cause severe pain. By alleviating pain at the source, JanOne aims to reduce the need for opioid prescriptions to treat disease associated pain that can lead to opioid abuse. The company is also exploring solutions for non-addictive pain medications. Its lead candidate JAN101 is for treating peripheral artery disease (PAD), a condition that affects over 8.5 million Americans. JAN101 demonstrated positive results in a Phase 2a clinical trial, and Phase 2b trials are expected to begin in early 2021. JanOne is dedicated to funding resources toward innovation, technology, and education for PAD, associated vascular conditions and neuropathic pain. JanOne continues to operate its legacy businesses under their current brand names, which are undergoing review to determine appropriate strategic alternatives. For more information, visit janone.com

 

 

 


Exhibit 99.1

 

 

 

 

Forward-Looking and Cautionary Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In accordance with the safe harbor provisions of this Act, statements contained herein that look forward in time that include everything other than historical information, including statements relating to (i) whether JAN101 can treat vascular complications in Covid-19 patients, and (ii) whether the company can consummate a sale or other disposition of its legacy businesses, including the recycling business. These forward-looking statements can be identified by terminology such as “will,” “aims,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. JanOne may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”) on Forms 10-K and 10-Q, Current Reports on Form 8-K, in its annual report to stockholders, in press releases, and other written materials and in oral statements made by its officers, directors or employees to third parties. There can be no assurance that such statements will prove to be accurate and there are a number of important factors that could cause actual results to differ materially from those expressed in any forward-looking statements made by the company, including, but not limited to, plans and objectives of management for future operations or products, the market acceptance or future success of our products, and our future financial performance. The company cautions that these forward-looking statements are further qualified by other factors including, but not limited to, those set forth in the company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2019 (available at http://www.sec.gov). JanOne undertakes no obligation to publicly update or revise any statements in this release, whether as a result of new information, future events, or otherwise.

##

 

Investor Relations & Media Contact

IR@Janone.com

1 (800) 400-2247