Current Report Filing (8-k)
November 25 2019 - 8:01AM
Edgar (US Regulatory)
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):
November 19, 2019
JanOne
Inc.
(Exact name of registrant as specified in
its charter)
Nevada
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000-19621
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41-1454591
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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325 E. Warm Springs Road, Suite 102, Las Vegas, NV
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89119
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (702) 997-5968
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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JAN
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The Nasdaq Stock Market LLC
(Nasdaq Capital Market)
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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 o
If any 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. o
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On November 19, 2019, JanOne Inc. (“JanOne”)
entered into a Patent and Know How License Agreement (the “License Agreement”) with UAB Research Foundation (“UABRF”),
TheraVasc, Inc. (“TheraVasc”), and the Board of Supervisors of Louisiana State University and Agricultural and Mechanical
College, acting on behalf of LSU Health Sciences Center at Shreveport (“LSU Health Shreveport”, together with UABRF
and TheraVasc, the “Licensors”). Under the License Agreement, the Licensors have agreed to grant to JanOne an exclusive,
worldwide license, including the right to sublicense, to the Licensors’ patent rights and know-how related to the Licensors’
sustained release formulation of sodium nitrite.
Under the License Agreement, JanOne has
agreed to pay a non-refundable upfront license fee and certain milestone payments upon the achievement of certain milestones of
up to approximately $6.5 million and certain royalty payments and annual license maintenance fees.
The
foregoing description of the License Agreement and the transactions contemplated thereby does not purport to be complete and is
qualified in its entirety by reference to the full text of the License Agreement, a copy of which is attached hereto as Exhibit
10.1 to this Current Report and is incorporated herein by reference.
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Item 7.01.
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Regulation FD Disclosure.
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On
November 25, 2019, the Company issued a press release announcing the License Agreement, a copy of which is being furnished as
Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01 and Exhibit 99.1 attached hereto is
intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it
be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as
expressly set forth by specific reference in such filing.
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Item 9.01
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Financial Statements and Exhibits
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______________
* Portions of this exhibit have been redacted in compliance
with Regulation S-K Item 601(b)(10)(iv).
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 hereunto duly authorized.
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JanOne Inc.
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Date: November 25, 2019
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/s/ Tony Isaac
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Tony Isaac
Chief Executive Officer
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