Commission File Number: 333-60608
CUSIP Number: 470773102
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
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Form 10-K
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Form 20-F
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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-SAR
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Form N-CSR
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For Period Ended:
December 31, 2018
☐ 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 N-SAR
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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)
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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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(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.
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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-SAR, 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 period ended December 31, 2018 (the “Form 10-Q”) because, as previously disclosed in connection
with the delay in filing the Company’s Form 10-K for the fiscal year ended September 30, 2018,
the Company requires 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. As a result, the Company was unable to file its Form 10-Q on or prior to the prescribed due date of February 14, 2019 without unreasonable effort and expense. It is
anticipated that the Form 10-Q 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).
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Yes
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No
The Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2018 has 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?
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Yes
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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.
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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February 15, 2019
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By:
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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 omission of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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