JanOne Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation
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Section 1 – Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, JanOne Inc. (the “Company”) and the U.S. Securities and Exchange Commission (the “SEC”) executed an agreement (the “Settlement Agreement”) to settle the civil complaint that the SEC had filed against the Company, among others, on August 1, 2021. Pursuant to a Joint Motion of the Company and the SEC, that was dated May 21, 2024, James Mahan, United States District Judge for the District of Nevada, executed the Order that the parties had attached to the Joint Motion on May 24, 2024, which Order was entered on May 28, 2924.
Paragraph 2 of the Settlement Agreement provided, in pertinent part:
“Without admitting or denying the allegations of the complaint (except as provided herein in paragraph 12 and except as to personal and subject matter jurisdiction, which Defendant admits), Defendant hereby consents to the entry of the final Judgment in the form attached hereto (the “Final Judgment”) and incorporated by reference herein, which, among other things:
“(a) permanently restrains and enjoins Defendant from violation of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder [15 U.S.C. § 78j(b) and 17 C.F.R. §§ 240.10b-5]; and
“(c)[sic] orders Defendant to pay a civil penalty in the amount of $250,000 under Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)).”
The SEC has agreed to accept four quarterly payments from the Company, each in the amount of $62,500. The Settlement Agreement is attached to the Order as Exhibit 1, both of which documents may be viewed at https://ecf.nvd.uscourts.gov/doc1/115110470966.
Section 2 – Financial Information
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The Company incorporates in this Item 2.03 all of the disclosure set forth in Item 1.101, above.
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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 hereunto duly authorized.
| JanOne Inc. | ||
| By: | /s/ Tony Isaac | |
| Name: | Tony Isaac | |
| Title: | President and Chief Executive Officer | |
| Dated: May 30, 2024 | ||
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