UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q |
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☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR |
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For Period Ended: December 31, 2022 |
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☐ Transition Report on Form 10-K |
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☐ Transition Report on Form 20-F |
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☐ Transition Report on Form 11-K |
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☐ Transition Report on Form 10-Q |
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☐ Transition Report on Form N-SAR |
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For the Transition Period Ended: |
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. |
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
JANONE, INC.
(Full Name of Registrant)
Appliance Recycling Centers of America, Inc.
(Former Name if Applicable)
325 E. Warm Springs Road, Suite 102
(Address of Principal Executive Office (Street and Number))
Las Vegas, NV 89119
(City, State and Zip Code)
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 reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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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-SAR 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. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
JanOne Inc. (the “Company”) is unable to file, without unreasonable effort and expense, its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10-K”). The Company requires additional time to finalize its financial statements (due, in part, to the previously announced disposition of the Company’s legacy subsidiaries) and additional time to complete the audit process thereof (also due to the previously announced change in the Company’s audit firm) for the relevant part of the Form 10-K. As disclosed, the audit report of the Company’s previous accounting firm on its financial statements for the fiscal years ended January 1, 2022 and January 2, 2021 contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles. During the Company’s two most recent fiscal years ended January 1, 2022 and January 2, 2021, and for the subsequent interim period through February 7, 2023 (the date of the announced change in the Company’s auditor firm), the Company had no “disagreements” (as described in Item 304 (a)(1)(iv) of Regulation S-K) with the previous auditor firm on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the previous auditor firm, would have caused it to make reference in connection with its opinion to the subject matter of the disagreements. The Company currently expects to file the Form 10-K on or before April 17, 2023, the prescribed due date under the fifteenth calendar day extension period provided under Rule 12b-25.
PART IV — OTHER INFORMATION
(1) |
Name and telephone number of person to contact in regard to this notification |
Virland Johnson |
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997-1576 |
(Name) |
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(Area Code) |
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(Telephone Number) |
(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 answer is no, identify report(s). ☒ Yes ☐ No |
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(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.
As discussed above in Part III, the Company is in the process of completing the preparation of its financial statements and the audit process thereof for its fiscal year ended December 31, 2022. The Company expects to report net income in the range of $8.5 million - $10.0 million for the fiscal year ended December 31, 2022.
JanOne, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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March 22, 2023 |
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By |
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/s/ Tony Isaac Tony Isaac Chief Executive Officer |
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.
ATTENTION Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |