Item
1.01 Entry into a Material Definitive Agreement
On
January 29, 2021, JanOne Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with certain institutional investors (the “Purchasers”) for the sale by the Company in
a registered direct offering (the “Offering”) of 571,428 shares of the Company’s common stock, par value
$0.001 per share (the “Common Stock”), at a purchase price per share of Common Stock of $10.50.
The
aggregate gross proceeds for the sale of the shares of Common Stock will be approximately $6.0 million, before deducting the placement
agent fees and related expenses. The Company intends to use the net proceeds for
general working capital. The Offering is expected to close on February 2, 2021, subject to customary closing conditions.
The
Purchase Agreement contains customary representations, warranties and agreements by the Company and the Purchasers and customary
indemnification rights and obligations of the parties. Pursuant to the terms of the Purchase Agreement, the Company has agreed
to certain restrictions on the issuance and sale of its shares of Common Stock or Common Stock Equivalents (as defined in the
Purchase Agreement) during the 45-day period following the closing of the Offering.
A.G.P./Alliance
Global Partners acted as the sole placement agent (the “Placement Agent”) for the Company on a “reasonable
best efforts” basis in connection with the Offering. The Company entered into a Placement Agency Agreement, dated as of
January 29, 2021, by and between the Company and the Placement Agent (the “Placement Agency Agreement”). Pursuant
to the Placement Agency Agreement, the Placement Agent will be entitled to a cash fee of 7% of the gross proceeds paid to the
Company for the securities, reimbursement for accountable legal expenses incurred by it in connection with the Offering of up
to $35,000.
The
shares of Common Stock sold in the Offering were offered and sold by the Company pursuant to an effective shelf registration statement
on Form S-3 (File No. 333-251645) (the “Registration Statement”), which was initially filed with the Securities
and Exchange Commission on December 23, 2020, and was declared effective on December 29, 2020. The Company will file a prospectus
supplement with the SEC in connection with the sale of the Common Stock.
The
representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties
to the Purchase Agreement. In addition, such representations, warranties, and covenants (i) are intended as a way of allocating
the risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality
in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly,
the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of the transaction,
and not to provide investors with any other factual information regarding the Company. Stockholders should not rely on the representations,
warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company
or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties
may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public
disclosures.
The
foregoing descriptions of the Purchase Agreement and the Placement Agency Agreement are not complete and are qualified in their
entireties by reference to the full text of the Purchase Agreement and the Placement Agency Agreement, a copy of each of which
is filed herewith as Exhibit 10.1 and Exhibit 1.1, respectively, to this Current Report on Form 8-K and each is incorporated by
reference herein.
This
Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities,
nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation, or sale would
be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.