jan-8k_20210413.htm

8-K 1 jan-8k_20210413.htm 8-K jan-8k_20210413.htm

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): April 13, 2021

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 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 13, 2021, JanOne Inc. (the “Company”) filed with the Secretary of State of the State of Nevada a Second Amended and Restated Certificate of Designation for the Preferences, Rights, and Limitations of the Series A-1 Convertible Preferred Stock of the Company (the “Second Amended and Restated Certificate of Designation”). The Second Amended and Restated Certificate of Designation, which was approved by the Company’s board of directors and the holder of a majority of the issued and outstanding shares of Series A-1 Convertible Preferred Stock, modified the conversion rights of the holders of such series. Prior to the amendment and restatement, the shares of Series A-1 Convertible Preferred Stock had conversion rights into an aggregate of 85% of GeoTraq, Inc., a wholly-owned subsidiary of the Company. As a result of the filing of the Second Amended and Restated Certificate of Designation, the shares of Series A-1 Convertible Preferred Stock have conversion rights in respect of the Company’s common stock on a one share of Series A-1 stock-for-20 shares of common stock basis, which mirrors the conversion formula set forth in the original Certificate of Designation for the Preferences, Rights, and Limitations of the Series A-1 Convertible Preferred Stock.

A copy of the Amended and Restated Certificate of Designation is attached as Exhibit 3.8(b) to this Current Report on Form 8-K.

Item 9.01.

Financial Statements and Exhibits

(d)

Exhibits

Exhibit

Number

Description

3.8(b)

Second Amended and Restated Certificate of Designation of the Preferences, Rights, and Limitations of the Series A-1 Convertible Preferred Stock of JanOne Inc., dated April 13, 2021

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: April 16, 2021

JanOne Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits