|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/30/22 JanOne Inc. 8-K:1,2,9 9/26/22 13:1.1M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 72K 2: EX-10.92 Material Contract HTML 663K 3: EX-10.93 Material Contract HTML 62K 4: EX-10.94 Material Contract HTML 108K 8: R1 Document And Entity Information HTML 46K 11: XML IDEA XML File -- Filing Summary XML 13K 9: XML XBRL Instance -- jan-20220926_htm XML 15K 10: EXCEL IDEA Workbook of Financial Reports XLSX 8K 6: EX-101.LAB XBRL Labels -- jan-20220926_lab XML 40K 7: EX-101.PRE XBRL Presentations -- jan-20220926_pre XML 34K 5: EX-101.SCH XBRL Schema -- jan-20220926 XSD 11K 12: JSON XBRL Instance as JSON Data -- MetaLinks 11± 18K 13: ZIP XBRL Zipped Folder -- 0000950170-22-019120-xbrl Zip 127K
| 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM i 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): i September 26, 2022 |
JANONE INC.
(Exact name of Registrant as Specified in Its Charter)
i Nevada |
i 41-1454591 |
|||
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
i 325 E. Warm Springs Road, Suite 102 |
|
|||
i Las Vegas, i Nevada |
|
i 89119 |
||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: i 702 i 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:
i ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i ☐ 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:
|
|
Trading |
|
|
i Common Stock, $0.001 par value per share |
|
i JAN |
|
i 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
i ☐
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 1.01 Entry into a Material Definitive Agreement.
ARCA Recycling, Inc. Refinancing Transaction
On September_26, 2022, ARCA Recycling, Inc., (the “Borrower”), an indirect, wholly-owned subsidiary of the registrant, JanOne Inc. (the “Company”), entered into a series of agreements (the “Agreements”) with Gulf Coast Bank and Trust Company (the “Lender”) to refinance its existing credit facility with Prestige Capital (the “Prior Lender”). The principal limit of the refinanced facility is $7.0 million, and the borrowing base is the lesser of the principal limit or the sum of the following:
Advances under the new credit facility will bear interest at the prime rate, as published daily in the Wall Street Journal, plus 3.25%, but at no time will be less than 8.75%. The refinancing of the Borrower’s existing credit facility improves the availability and liquidity of funds and provides flexibility to borrow against expanded asset categories.
The facility matures on September 25, 2024; and, the facility is automatically extended by succeeding periods of the same duration, unless terminated earlier in accordance with its terms. If the agreement is terminated and the obligation is repaid before the current maturity date, for any reason, the Borrower shall be assessed an early termination fee. The early termination fee is determined by multiplying the minimum amount in effect at the time of termination by the number of calendar months between the termination date and the then-current maturity date. However, no early termination fee shall be assessed if the Borrower repays all obligations after the first anniversary of the agreement and before the then-current maturity date; and repays all obligations with funds borrowed from the Lender.
Advances under the new credit facility are secured by a pledge of substantially all of the assets of the Borrower. The Company is a guarantor of the facility.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated by reference into this item 2.03.
Forward-Looking Statements
This Current Report on Form 8-K hereto contain “forward-looking statements”, including statements regarding the proposed offering. Forward-looking statements can generally be identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “potential,” “seek,” “should,” “think,” “will,” “would” and similar expressions, or they may use future dates. Forward-looking statements in this document include, without limitation, statements regarding the Company’s expectations as to the completion, timing and size of the proposed private offering, the anticipated use of proceeds therefrom. These forward-looking statements are subject to assumptions, risks and uncertainties that may change at any time, and readers are therefore cautioned that actual results could differ materially from those expressed in any forward-looking statements. Factors that could cause actual results to differ include, among other things: risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the proposed offering; and other risks and uncertainties discussed in the Company’s filings with the SEC, including the “Risk Factors” sections of the Company’s Annual Report on Form 10-K for the year ended September 30, 2021. The Company undertakes no obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by law. All forward-looking statements in this document are qualified in their entirety by this cautionary statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
10.92 |
|
10.93 |
Guaranty to Gulf Coast Bank and Trust by JanOne Inc., dated as of September 21, 2022. |
10.94 |
Debt Subordination Agreement by Isaac Capitol Group, dated as of September 21, 2022. |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
|
|
|
LIVE VENTURES INCORPORATED |
||
|
|
|
By: |
|
/s/ Tony Isaac |
|
|
Name: Tony Isaac |
|
|
Title: Director and Chief Executive Officer |
Dated: September 30, 2022
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 9/25/24 | None on these Dates | |||
| Filed on: | 9/30/22 | |||
| For Period end: | 9/26/22 | |||
| 9/30/21 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/08/24 JanOne Inc. 10-K 12/30/23 114:12M Workiva Inc Wde… FA01/FA 4/25/23 JanOne Inc. 10-Q/A 10/01/22 106:14M Donnelley … Solutions/FA 4/17/23 JanOne Inc. 10-K 12/31/22 136:40M Donnelley … Solutions/FA 11/14/22 JanOne Inc. 10-Q 10/01/22 100:11M Donnelley … Solutions/FA |