Commission File Number: 333-60608
CUSIP Number: 47077R109
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
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☐
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Form 10-K
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Form 20-F
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☐
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Form 11-K
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☒
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Form 10-Q
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☐
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Form 10-D
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☐
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Form N-CEN
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☐
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Form N-CSR
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For Period Ended:
June 30, 2019
☐ Transition Report on Form 10-K
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☐ Transition Report on Form 10-Q
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☐ Transition Report on Form 20-F
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☐ Transition Report on Form 11-K
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For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
Part I. Registrant Information
Full name of registrant:
Janel Corporation
Former name if applicable:
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Address of principal executive office (
Street and Number)
:
303 Merrick Road, Suite 400
City, State and Zip Code:
Lynbrook, New York 11563
Part II. Rules 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check
box if appropriate.)
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(a)
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The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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☐
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date;
and
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(c)
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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Part III. Narrative
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
Janel Corporation (the “Company”) is unable to file, without unreasonable effort and expense, its Quarterly Report on Form
10-Q for the quarterly period ended June 30, 2019. As previously disclosed in connection with the delay in filing the Company’s Form 10-K for the fiscal year ended September 30, 2018 and Forms 10-Q for the fiscal quarters ended December 31, 2018
and March 31, 2019,
the Company required additional time to complete its analysis of complex and technical accounting issues relating to “revenue recognition - principal versus agent considerations” related to its logistics segment.
Following the completion of the review of these accounting issues, the Company filed its Form 10-K for the fiscal year ended September 30, 2018 on July 26, 2019. The Company continues to work towards filing its
Forms 10-Q for the fiscal quarters ended December 31, 2018 and March 31, 2019 and, a
s a result, was unable to file its Form 10-Q for the quarterly period ended June 30, 2019 on or prior to the prescribed due date of
August 14, 2019 without unreasonable effort and expense. It is anticipated that the Form 10-Q for the quarterly period ended June 30, 2019 will be filed as soon as practicable following the prescribed due date.
Part IV. Other Information
(1) Name and telephone number of person to contact in regard to this notification
Dominique Schulte
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516
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256-8143
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(Name)
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(Area code)
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(Telephone number)
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(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the
preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
☐ Yes ☒ No
The Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 2018 and March 31, 2019 have not yet been filed.
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof?
☐ Yes ☒ No
If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot
be made.
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Janel Corporation
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(Name of registrant as specified in charter)
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has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
Date:
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August 14, 2019
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By:
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/s/ Dominique Schulte
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Name:
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Dominique Schulte
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Title:
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Chief Executive Officer
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INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or
printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed
with the form.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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