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): May 24, 2022 |
JANONE INC.
(Exact name of Registrant as Specified in Its Charter)
Nevada | 000-19621 | 41-1454591 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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325 E. Warm Springs Road, Suite 102 |
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Las Vegas, Nevada |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: (702) 997-5968 |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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| Trading |
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Common Stock, $0.001 par value per share |
| JAN |
| The NASDAQ Stock Market LLC |
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. ☐
Section 1 – Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On May 24, 2022, JanOne Inc. (“JanOne”, “our”, “we”, or “us”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with SPYR Technologies Inc. (“SPYR”), pursuant to which we sold to SPYR substantially all the assets(the “GeoTraq Assets”) and none of the specified liabilities of our wholly-owned subsidiary GeoTraq Inc. (“GeoTraq”). The aggregate purchase price for the GeoTraq Assets was $13.5 million, payable in cash and shares of SPYR’s common stock. As of the closing of the transaction on May 24, 2022, SPYR was issuing to us 30,000,000 shares of its common stock and delivered to us its five-year Promissory Note in the initial principal amount of $12.6 million. The Promissory Note bears simple interest at the rate of 8% per annum, provides quarterly interest payments in arrears, and may be prepaid at any time without penalty.
The foregoing is a summary description of certain terms of the Purchase Agreement and of the Promissory Note and do not purport to be complete, as the description is qualified in its entirety by reference to the full text of the Purchase Agreement and of the Promissory Note, a copy of each of which is attached to this Current Report on Form 8-K as Exhibit 10.28 and Exhibit 10.29, respectively.
Section 2 – Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure set forth under Item 1.01 is incorporated herein by reference.
Section 8 – Other Events
Item 8.01. Other Events.
On May 31, 2022, we issued a press release announcing the GeoTraq transaction. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number |
| Description |
10.28 |
| Asset Purchase Agreement between JanOne Inc. and SPYR Technologies Inc., dated May 24, 2022. |
10.29 |
| Promissory Note of SPYR Technologies Inc. in favor of JanOne Inc., dated May 24, 2022. |
99.1 |
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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JanOne Inc. | |
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By: | /s/ Tony Isaac |
| Name: Tony Isaac |
| Title: President and Chief Executive Officer |
Dated: May 31, 2022