ALT5 Sigma Corp — Capital/Financing Update 2021

Feb 2, 2021

8-K 1 form8-k.htm

Field: Rule-Page

Field: /Rule-Page

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

Field: Rule-Page

Field: /Rule-Page

FORM 8-K

Field: Rule-Page

Field: /Rule-Page

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 2, 2021

Field: Rule-Page

Field: /Rule-Page

JANONE INC.

(Exact Name of Registrant as Specified in Charter)

Field: Rule-Page

Field: /Rule-Page

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, Nevada 89119

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: 702-997-5968

Field: Rule-Page

Field: /Rule-Page

(Former Name or Former Address, if Changed Since Last Report)

Field: Rule-Page

Field: /Rule-Page

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. [ ]

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

Section 8 – Other Events

Item 8.01 Other Events

On February 2, 2021, JanOne Inc. (the “Company”) closed its previously announced registered direct offering (the “Offering”) of an aggregate of 571,428 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a price of $10.50 per share, for gross proceeds to the Company of approximately $6,000,000, before deducting placement agent fees and other offering expenses. Following the Offering, the Company had an aggregate of 2,401,410 shares of Common Stock outstanding.

A copy of the opinion of Clark Hill PLC relating to the legality of the issuance and sale of the shares of Common Stock is attached as Exhibit 5.1 hereto.

On February 2, 2021, the Company issued a press release announcing the closing of the Offering. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

| Exhibit
No. | Description |
| --- | --- |
| 5.1 | Opinion of Clark Hill PLC |
| 23.1 | Consent of Clark Hill PLC (included in Exhibit 5.1) |
| 99.1 | Press
release dated February 2, 2021 |

Field: Page; Sequence: 2

Field: /Page

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: February 2, 2021

Field: Page; Sequence: 3

Field: /Page

EXHIBIT INDEX

| Exhibit
No. | Description |
| --- | --- |
| 5.1 | Opinion of Clark Hill PLC |
| 23.1 | Consent of Clark Hill PLC (included in Exhibit 5.1) |
| 99.1 | Press
release dated February 2, 2021 |

Field: Page; Sequence: 4; Options: Last

Field: /Page