JanOne Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State
or Other Jurisdiction of Incorporation) |
(Commission
File Number) |
(IRS
Employer Identification No.) |
(Address of Principal Executive Offices and Zip Code)
Registrant’s
telephone number, including area code:
(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 | ||
The
(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. ☐
Section 5 – Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective July 15, 2024, JanOne Inc. (the “Company”) changed its corporate name from JanOne Inc. to ALT5 Sigma Corporation, and also changed its Nasdaq common stock ticker symbol from “JAN” to “ALTS”. The name change was effected through a parent/subsidiary short-form merger of ALT5 Sigma Corporation, our wholly-owned Nevada subsidiary formed solely for the purpose of effectuating the name change (the “Name Change Subsidiary”), whereby it merged with and into the Company, with the Company being the surviving entity. In preparation for the name-change merger, we filed Articles of Incorporation of the Name Change Subsidiary with the Secretary of State of the State of Nevada on July 10, 2024. A copy of those Articles of Incorporation is attached hereto as Exhibit 3.19. Then, on July 11, 2024, to effectuate the name change, we filed Articles of Merger between the Name Change Subsidiary and us with the Secretary of State of the State of Nevada. A copy of the Articles of Merger is attached hereto as Exhibit 3.20. The name-change merger became effective on July 15, 2024. Our Board of Directors approved the name-change merger and, in accordance with Section 92A.180 of the Nevada Revised Statutes, approval by our stockholders was not required. Further, our website address changed from “janone.com” to “alt5sigma.com.” No action by our stockholders was required with respect to the ticker symbol change. Our CUSIP number and transfer agent remain unchanged.
Section 7 – Regulation FD
7.01. Regulation FD Disclosure.
On July 12, 2024, we issued a press release announcing our then-upcoming name and ticker symbol change. A copy of the press release is furnished as Exhibit 99.1 hereto.
The information in this Item 7.01, including Exhibits 99.1 and 99.2 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, and shall not be deemed incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by reference in such filing.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.19 | Articles of Incorporation of ALT5 Sigma Corporation (the Name Change Subsidiary), filed with the Secretary of State for the State of Nevada on July 10, 2024. | |
| 3.20 | Articles of Merger for ALT5 Sigma Corporation with and into JanOne Inc., filed with the Secretary of State for the State of Nevada on July 11, 2024, and effective on July 15, 2024. | |
| 99.1 | Press Release, dated July 12, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 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.
| ALT5 Sigma Corporation | ||
| By: | /s/ Tony Isaac | |
| Name: | Tony Isaac | |
| Title: | Chief Executive Officer | |
| Dated: July 17, 2024 | ||
| 3 |