Form 10-Q - Quarterly report [Sections 13 or 15(d)]

Share Name	Share Symbol	Market	Type
Janel Corporation (PK)	USOTC:JANL	OTCMarkets	Common Stock

	Price Change	% Change	Share Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	0.00	0.00%	40.00	3.52	100.00				0.00	21:16:08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission file number: 333-60608

JANEL CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		86-1005291
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

80 Eighth Avenue
New York, New York		10011
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 373-5895

Former name, former address and former fiscal year, if changed from last report: N/A

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbols(s)		Name of each exchange on which registered
None		None		None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer	☐
Non-accelerated filer ☐	Smaller reporting company	☒
	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

The number of shares of Common Stock outstanding as of February 7, 2025 was 1,186,354.

JANEL CORPORATION

QUARTERLY REPORT ON FORM 10-Q

For Quarterly Period Ended December 31, 2024

TABLE OF CONTENTS

			Page

Part I - Financial Information			3

	Item 1.	Financial Statements	3

		Condensed Consolidated Balance Sheets as of December 31, 2024 (unaudited) and September 30, 2024	3

		Condensed Consolidated Statements of Operations for the three months ended December 31, 2024 and 2023 (unaudited)	4

		Condensed Consolidated Statement of Stockholders’ Equity for the three months ended December 31, 2024 and 2023 (unaudited)	5

		Condensed Consolidated Statements of Cash Flows for the three months ended December 31, 2024 and 2023 (unaudited)	6

		Notes to Condensed Consolidated Financial Statements (unaudited)	7

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

	Item 4.	Controls and Procedures	27

Part II - Other Information			28

	Item 1.	Legal Proceedings	28

	Item 1A.	Risk Factors	28

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28

	Item 6.	Exhibit Index	28

		Signatures	29

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

JANEL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

(Unaudited)

	December 31, 2024			September 30, 2024
ASSETS
Current Assets:
Cash	$	2,350		$	2,832
Accounts receivable, net of allowance for doubtful accounts		33,697			33,815
Inventory, net		4,635			4,478
Prepaid expenses and other current assets		4,642			4,829
Total current assets		45,324			45,954
Property and Equipment, net		5,425			5,492
Other Assets:
Intangible assets, net		24,475			25,117
Goodwill		23,227			23,030
Restricted cash		2,414			250
Investment in marketable securities at fair value		1,913			1,574
Operating lease right of use asset		7,861			8,621
Security deposits and other long-term assets		607			572
Total other assets		60,497			59,164
Total assets	$	111,246		$	110,610
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Lines of credit	$	19,687		$	23,013
Accounts payable - trade		33,151			32,000
Accrued expenses and other current liabilities		6,257			7,489
Dividends payable		2,274			2,271
Current portion of earnout		1,262			1,262
Current portion of long-term debt		1,452			1,276
Current portion of subordinated promissory notes-related party		1,574			1,628
Current portion of operating lease liabilities		2,198			2,419
Total current liabilities		67,855			71,358
Other Liabilities:
Long-term debt		7,263			3,028
Long-term portion of earnout		2,165			2,119
Subordinated promissory notes-related party		3,100			3,445
Mandatorily redeemable non-controlling interest		1,529			1,529
Deferred income taxes		2,514			2,514
Long-term operating lease liabilities		6,338			6,585
Other liabilities		529			531
Total other liabilities		23,438			19,751
Total liabilities		91,293			91,109
Stockholders' Equity:
Preferred Stock, $0.001 par value; 100,000 shares authorized
Series C 30,000 shares authorized and 11,368 shares issued and outstanding at December 31, 2024 and September 30, 2024, liquidation value of $7,959 and $7,957 at December 31, 2024 and September 30, 2024, respectively		—			—
Common stock, $0.001 par value; 4,500,000 shares authorized, 1,206,354 issued and 1,186,354 outstanding as of December 31, 2024 and September 30, 2024		1			1
Paid-in capital		16,877			17,084
Common treasury stock, at cost, 20,000 shares		(240	)		(240	)
Accumulated earnings		3,315			2,656
Total stockholders' equity		19,953			19,501
Total liabilities and stockholders' equity	$	111,246		$	110,610

The accompanying notes are an integral part of these condensed consolidated financial statements.

JANEL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(Unaudited)

	Three Months Ended December 31,
	2024			2023
Revenues:
Logistics	$	46,086		$	35,215
Life Sciences and Manufacturing		5,268			5,820
Total Revenues		51,354			41,035
Forwarding expenses and cost of revenues:
Forwarding expenses - Logistics		34,708			25,214
Cost of revenues - Life Sciences and Manufacturing		1,504			1,676
Total forwarding expenses and cost of revenues		36,212			26,890
Gross profit		15,142			14,145
Operating Expenses:
Selling, general and administrative		13,292			12,605
Amortization of intangible assets		641			538
Total Operating Expenses		13,933			13,143
Income from Operations		1,209			1,002
Other Items:
Interest expense		(666	)		(524	)
Other income (expense)		314			(10	)
Income Before Income Taxes		857			468
Income tax expense		(198	)		(192	)
Net Income		659			276
Preferred stock dividends		(86	)		(72	)
Non-controlling interest dividends		(243	)		—
Net Income Available to Common Stockholders	$	330		$	204
Net income per share:
Basic	$	0.56		$	0.23
Diluted	$	0.55		$	0.23
Net income per share attributable to common stockholders:
Basic	$	0.29		$	0.17
Diluted	$	0.28		$	0.17
Weighted average number of shares outstanding:
Basic		1,186.3			1,186.3
Diluted		1,205.4			1,202.1

The accompanying notes are an integral part of these condensed consolidated financial statements.

JANEL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(in thousands, except share and per share data)

(Unaudited)

	PREFERRED STOCK				COMMON STOCK				PAID-IN CAPITAL			COMMON TREASURY STOCK					ACCUMULATED EARNINGS		TOTAL EQUITY
	SHARES		$		SHARES		$		$			SHARES		$			$		$
Balance - September 30, 2024		11,368	$	—		1,206,354	$	1	$	17,084			20,000	$	(240	)	$	2,656	$	19,501
Net Income		—		—		—		—		—			—		—			659		659
Dividends to preferred stockholders		—		—		—		—		(86	)		—		—			—		(86	)
Dividends to non-controlling interest		—		—		—		—		(243	)		—		—			—		(243	)
Stock based compensation		—		—		—		—		122			—		—			—		122
Balance - December 31, 2024		11,368	$	—		1,206,354		1	$	16,877			20,000	$	(240	)	$	3,315	$	19,953

	PREFERRED STOCK				COMMON STOCK				PAID-IN CAPITAL			COMMON TREASURY STOCK					ACCUMULATED EARNINGS		TOTAL EQUITY
	SHARES		$		SHARES		$		$			SHARES		$			$		$
Balance - September 30, 2023		11,368	$	—		1,206,354	$	1	$	17,107			20,000	$	(240	)	$	2,105	$	18,973
Net Income		—		—		—		—		—			—		—			276		276
Dividends to preferred stockholders		—		—		—		—		(72	)		—		—			—		(72	)
Stock based compensation		—		—		—		—		68			—		—			—		68
Balance - December 31, 2023		11,368	$	—		1,206,354	$	1	$	17,103			20,000	$	(240	)	$	2,381	$	19,245

The accompanying notes are an integral part of these condensed consolidated financial statements.

JANEL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

	Three Months Ended December 31,
	2024			2023
Cash flows from operating activities:
Net income	$	659		$	276
Adjustments to reconcile net income to net cash provided by operating activities:
(Recovery of) Provision for uncollectible accounts		36			(153	)
Depreciation		159			130
Amortization of intangible assets		641			538
Amortization of acquired inventory valuation		69			83
Amortization of loan costs		57			26
Stock-based compensation		122			71
Unrealized (gain) loss on marketable securities		(303	)		709
Change in fair value of mandatorily redeemable noncontrolling interest		—			146
Fair value adjustments of contingent earnout liabilities		94			405
Gain on extinguishment		—			(21	)
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable		82			1,706
Inventory		(225	)		139
Prepaid expenses and other current assets		187			616
Security deposits and other long-term assets		(36	)		130
Accounts payable and accrued expenses		(79	)		(1,876	)
Other liabilities		291			81
Net cash provided by operating activities		1,754			3,006
Cash flows from investing activities:
Acquisition of property and equipment, net of disposals		(91	)		(53	)
Investment in marketable securities (net of dividends)		(36	)		—
Acquisitions		(197	)		—
Net cash used in investing activities		(324	)		(53	)
Cash flows from financing activities:
Proceeds from (Repayments) of term loan		4,397			(612	)
Proceeds from (Payments to) Lines of credit, net		330			(2,707	)
Repayment of subordinate promissory notes, net		(448	)		(516	)
Repayment of acquisition loan		(3,700	)		—
Dividends paid to non-controlling interest		(243	)		—
Dividends paid to preferred shareholders		(84	)		—
Net cash provided by (used in) financing activities		252			(3,835	)
Net increase (decrease) in cash		1,682			(882	)
Cash at beginning of the period		3,082			2,461
Cash and restricted cash at end of period		4,764			1,579

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest		503			511
Income taxes		(20	)		156
Non-cash financing activities:
Dividends declared to preferred stockholders		86			72

The accompanying notes are an integral part of these condensed consolidated financial statements.

JANEL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share data)

(Unaudited)

1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The accompanying interim unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of Article 8 of Regulation S-X and the instructions to Form 10-Q of the Securities and Exchange Commission. As a result, certain information and footnote disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Janel Corporation (the “Company” or “Janel”) believes that the disclosures made are adequate to make the information presented not misleading. The condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be expected for a full fiscal year, or any other period. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Form 10-K as filed with the Securities and Exchange Commission.

Business Description

Janel is a holding company with subsidiaries in three business segments: Logistics, Life Sciences and Manufacturing. The Company strives to create shareholder value primarily through three strategic priorities: supporting its businesses’ efforts to make investments and to build long-term profits; allocating Janel’s capital at high risk-adjusted rates of return; and attracting and retaining exceptional talent.

Management at the holding company focuses on significant capital allocation decisions, corporate governance and supporting Janel’s subsidiaries where appropriate. Janel expects to grow through its subsidiaries’ organic growth and by completing acquisitions. We plan to either acquire businesses within our existing segments or expand our portfolio into new strategic segments. Our acquisition strategy focuses on reasonably-priced companies with strong and capable management teams, attractive existing business economics and stable and predictable earnings power.

Restricted Cash

Commencing in the second half of 2024, the Company insures certain risks through a newly formed wholly-owned captive insurance company, Gainesville Insurance Company, Inc. (“Gainesville”). In addition, we also maintain some of our normal, historical insurance policies with third-party insurers. $250 in restricted cash deposits are held by Gainesville as required by state insurance regulations to remain in the captive insurance company as cash or cash equivalents.

During the first quarter of 2025, as part of the Eighth Amendment (the “Eighth Santander Amendment”) to the Santander Loan Agreement (as defined herein), the Company deposited $2,164 into a restricted cash account.

The Company considers all highly liquid investments with an original maturity of three months or less, when purchased, to be cash equivalents.

Revenues and revenue recognition

Logistics

Revenues are recognized upon transfer of control of promised services to customers. With respect to its Logistics segment, the Company has determined that, in general, each shipment transaction or service order constitutes a separate contract with the customer. When the Company provides multiple services to a customer, different contracts may be present for different services.

The Company typically satisfies its performance obligations as services are rendered at a point in time. A typical shipment would include services rendered at origin, such as pick-up and delivery to port, freight services from origin to destination port and destination services, such as customs clearance and final delivery. The Company measures the performance of its obligations as services are completed at a point in time during the life of a shipment, including services at origin, freight and destination. The Company fulfills nearly all of its performance obligations within a one- to two-month period.

The Company evaluates whether amounts billed to customers should be reported as gross or net revenues. Generally, revenues are recorded on a gross basis when the Company is acting as principal and is primarily responsible for fulfilling the promise to provide the services, when it has discretion in setting the prices for the services to the customers, and the Company has the ability to direct the use of the services provided by the third party. Revenues are recognized on a net basis when the Company is acting as agent, and we do not have latitude in carrier selection or in establishing rates with the carrier.

In the Logistics segment, the Company disaggregates its revenues by its four primary service categories: trucking, ocean freight, air freight, and customs brokerage and other. A summary of the Company’s revenues disaggregated by major service lines for the three months ended December 31, 2024 and 2023 was as follows (in thousands):

	Three Months Ended December 31,
	2024		2023
Service Type
Trucking	$	17,720	$	17,997
Ocean		13,163		6,448
Air		7,676		6,711
Customs brokerage and other		7,527		4,059
Total		46,086		35,215

Life Sciences and Manufacturing

Revenues from the Life Sciences segment are derived from the sale of high-quality monoclonal and polyclonal antibodies, diagnostic reagents and diagnostic kits and other immunoreagents for biomedical research and antibody manufacturing. Revenues from the Company’s Manufacturing segment, which is comprised of Indco, Inc. (“Indco”), a majority-owned subsidiary of the Company that manufactures and distributes mixing equipment and apparatus for specific applications within various industries, are derived from the engineering, manufacture and delivery of specialty mixing equipment and accessories. Revenues for Life Sciences and Manufacturing are recognized when products are shipped and risk of loss is transferred to the carrier(s) used.

2. ACQUISITIONS AND INVESTMENTS

Fiscal 2024 Acquisitions

On June 5, 2024, the Company completed a business combination whereby it acquired a majority ownership position in Airschott, Inc. (“Airschott”), a non-asset-based freight forwarder and customs broker, for an aggregate purchase price of $5,810. At closing, the Company purchased 80% of the outstanding stock of Airschott for $3,600 in cash, a $1,200 floating-rate seller’s note, and net liabilities assumed of $170. The Company also agreed to purchase the remaining 20% of Airschott stock in three years for deferred consideration of the greater of 20% of 1.25 times the trailing twelve months gross profit of Airschott and $1,200. The acquisition was funded by our existing acquisition draw facility with First Merchants Bank (“First Merchants”) and through our existing asset-backed facility with Santander Bank, N.A. (“Santander”). In connection with the combination, the Company recorded an aggregate of $1,661 in goodwill and $4,320 in other identifiable intangibles. Subsequently, the Company recorded a deferred tax liability of $977. In the three months ended December 31, 2024, an additional payment of $197 made on liabilities that existed prior to the date of acquisition, increasing the goodwill related to the acquisition by the same amounts. Supplemental pro forma information has not been provided as the acquisition did not have a significant impact on Janel’s consolidated results of operations, individually or in aggregate. Airschott was founded in 1977 and is headquartered in Dulles, Virginia. The acquisition of Airschott was completed to expand our service offerings in our Logistics segment.

Life Sciences

On February 1, 2024, the Company completed a business combination whereby it acquired all the outstanding stock of ViraQuest, Inc. (“ViraQuest”) for an aggregate purchase price of $635, net of $29 cash received. At closing, $600 was paid in cash and $64 was recorded as a preliminary earnout consideration. The acquisition was funded with cash provided by operating activities, and the results of operations of ViraQuest are included in Janel’s consolidated results of operations since the date of the acquisition. In connection with the combination, the Company recorded an aggregate of $74 in goodwill and $412 in other identifiable intangibles. Supplemental pro forma information has not been provided as the acquisition did not have a significant impact on Janel’s consolidated results of operations, individually or in aggregate. ViraQuest is a biotechnology custom service provider specializing in adenovirus production services. ViraQuest was founded in 2000 and was headquartered in North Liberty, Iowa. The acquisition of ViraQuest was completed to expand our service offerings in our Life Sciences segment.

Fiscal 2023 Acquisitions

Life Sciences

On March 2, 2023, the Company completed a business combination whereby it acquired all of the outstanding stock of Stephen Hall PhD, Ltd. (“SH”) for an aggregate purchase price of $600. At closing, $500 was paid in cash and $100 was due to the former stockholder of SH as a deferred acquisition payment upon integration. The acquisition was funded with cash provided by normal operations, and the results of operations of SH are included in Janel’s consolidated results of operations since the date of the acquisition. In connection with the combination, the Company recorded an aggregate of $181 in goodwill and $202 in other identifiable intangibles. SH is a developer and manufacturer of antibodies and cell culture media for research and diagnostic uses. SH was founded in 2011 and is headquartered in Lafayette, Indiana. The acquisition of SH was completed to expand our product offerings in our Life Sciences segment.

On May 22, 2023, the Company acquired all the rights, title and interests to a royalty agreement for certain antibody products for a purchase price of $500. The Company recorded this acquisition as a royalty asset, which is included in intangible assets in the accompanying consolidated balance sheet (reclassed from Security deposits and other long-term assets in fiscal year 2024) and will be amortized over the estimated life of ten years.

Investment in Marketable Securities at fair value

As of each of December 31, 2024 and September 30, 2024, the Company owned 1,108,000 shares, or approximately 46.6%, of the common stock of Rubicon Technology, Inc. (“Rubicon”). Rubicon is an advanced materials provider specializing in monocrystalline sapphire for applications in optical and industrial systems. The purpose of our investment in Rubicon was for Janel to acquire a significant ownership interest in Rubicon, together with representation on Rubicon’s Board, in an attempt to (i) restructure the Rubicon business to achieve profitability and (ii) assist Rubicon in utilizing its net operating loss carry-forward assets.

3. INVENTORY

Inventories consisted of the following (in thousands):

	December 31, 2024			September 30, 2024
Finished goods	$	1,914		$	1,860
Work-in-process		1,193			1,236
Raw materials		1,926			1,884
Gross inventory		5,033			4,980
Less – reserve for inventory valuation		(398	)		(502	)
Inventory net	$	4,635		$	4,478

4.	INTANGIBLE ASSETS

A summary of intangible assets and the estimated useful lives used in the computation of amortization is as follows (in thousands):

	December 31, 2024			September 30, 2024			Life
Customer relationships	$	29,790		$	29,790			10-24 Years
Trademarks/names		4,661			4,661			1-20 Years
Trademarks/names		521			521			Indefinite
Other		2,007			2,007			2-22 Years
		36,979			36,979
Less: Accumulated Amortization		(12,504	)		(11,862	)
Intangible assets, net	$	24,475		$	25,117

The composition of the intangible assets balance at December 31, 2024 and September 30, 2024 is as follows (in thousands):

	December 31, 2024			September 30, 2024
Logistics	$	22,494		$	22,494
Life Sciences		6,785			6,785
Manufacturing		7,700			7,700
		36,979			36,979
Less: Accumulated Amortization		(12,504	)		(11,862	)
Intangible assets, net	$	24,475		$	25,117

Amortization expense for the three months ended December 31, 2024 and 2023 was $641 and $538, respectively.

5. GOODWILL

The Company’s goodwill carrying amounts relate to acquisitions in the Logistics, Life Sciences and Manufacturing business segments.

The composition of the goodwill balance at December 31, 2024 and September 30, 2024 was as follows (in thousands):

	December 31, 2024		September 30, 2024
Logistics	$	12,010	$	11,813
Life Sciences		6,171		6,171
Manufacturing		5,046		5,046
Total	$	23,227	$	23,030

6. NOTES PAYABLE – BANKS

Logistics

Santander Bank Facility

The wholly-owned subsidiaries that comprise the Company’s Logistics segment (collectively, the “Janel Group Borrowers”), with the Company as a guarantor, have a Loan and Security Agreement (as amended, the “Santander Loan Agreement”) with Santander Bank, N.A. (“Santander”) with respect to a revolving line of credit facility (the “Santander Facility”).

The Santander Loan Agreement matures on September 21, 2026. The Janel Group Borrowers’ obligations under the Santander Facility are secured by all of the assets of the Janel Group Borrowers, while the Santander Loan Agreement contains customary terms and covenants. As a result of its terms, the Santander Facility is classified as a current liability on the consolidated balance sheet.

On January 30, 2023, the Santander Loan Agreement was further amended by the Third Amendment to the Amended and Restated Loan and Security Agreement (the “Third Santander Amendment”). As amended by the terms of the Third Santander Amendment, the percentage of the Borrowers’ eligible accounts receivable used to calculate the borrowing base under the Loan Agreement was increased from 85% to 90% for Domestic Insured Accounts (as defined in the Amendment), subject to adjustments set forth in the Loan Agreement.

On April 25, 2023, in connection with an amendment to the Credit Agreement entered into with First Merchants Bank (“First Merchants”) as described further below, we entered into the Fourth Amendment to the Amended and Restated Loan and Security Agreement (the “Fourth Santander Amendment”). The Fourth Santander Amendment (i) included modifications to address the amendments made to the First Merchants Credit Facilities (as defined below) and the consolidation of the debt thereunder and (ii) terminated the subordination agreement relating to the Company’s guarantee of the First Merchant’s Credit Facilities.

On August 22, 2023, we entered into the Fifth Amendment to the Amended and Restated Loan and Security Agreement (the “Fifth Santander Amendment”). The Fifth Santander Amendment permitted certain unsecured guaranties by the Company in the ordinary course of business guarantying obligations of subsidiaries in an aggregate amount not to exceed $4,000 and related modifications to certain negative covenants.

On December 1, 2023, in connection with an amendment (the “Purchase Agreement Amendment”) to that certain Membership Interest Purchase Agreement dated as of September 21, 2021 (the “Purchase Agreement”) among Janel Group, Inc. (“Janel Group”), a wholly-owned subsidiary of the Company, Expedited Logistics and Freight Services, LLC (“ELFS”) and former shareholders of ELFS (the “ELFS Sellers”), (i) the Janel Group Borrowers and Santander entered into an Acknowledgment and Consent Agreement pursuant to which Santander consented to the Purchase Agreement Amendment and the effect of the modifications thereunder on the Santander Loan Agreement and (ii) the ELFS Sellers and Santander entered into an Acknowledgment and Consent Agreement pursuant to which Santander consented to the Purchase Agreement Amendment and the effect of the modifications thereunder on the Subordination Agreement (as defined in the Santander Loan Agreement) between Santander and the ELFS Sellers.

On December 21, 2023, we entered into the Sixth Amendment to the Santander Loan Agreement (the “Sixth Santander Amendment”). The Sixth Santander Amendment modified the reporting due date of the monthly borrowing base calculation from the fifth day to the fifteenth day of each month.

On June 5, 2024, we entered into the Seventh Amendment to the Santander Loan Agreement (the “Seventh Santander Amendment”). The Seventh Santander Amendment added Airschott as a loan party obligor and borrower.

On November 1, 2024, we entered into the Eighth Amendment to the Santander Loan Agreement. The Eighth Santander Amendment changed terms to modify the structure of our debt covenant and borrowing base calculation, including: (i) the maximum revolving facility amount available was modified to $35,000 (limited to 90% of the Janel Group Borrowers’ eligible accounts receivable borrowing base and reserves, subject to adjustments set forth in the Santander Loan Agreement); (ii) the LIBOR basis on which interest under the Santander Loan Agreement was calculated under certain circumstances was changed to the Secured Overnight Financing Rate (“SOFR”) and interest on the Santander Facility accrues at an annual rate equal to the one-month SOFR plus 2.75%; (iii) the amount the Company is permitted to distribute to holders of the Company’s Series C Preferred Stock if specified conditions are met received a one-time increase from $1,000 to $3,000; and (iv) the amount of indebtedness of the Company’s Antibodies Incorporated subsidiary that the Company was permitted to guaranty was increased from $2,920 to $5,000.

At December 31, 2024, outstanding borrowings under the Santander Facility were $18,094, representing 51.7% of the $35,000 available subject to limitations thereunder, and interest was accruing at an effective interest rate of 7.05%.

At September 30, 2024, outstanding borrowings under the Santander Facility were $19,313, representing 55.2% of the $35,000 available thereunder, and interest was accruing at an effective interest rate of 7.65%.

The Company was in compliance with the financial covenants defined in the Santander Loan Agreement at both December 31, 2024 and September 30, 2024.

Life Sciences and Manufacturing

First Merchants Bank Credit Facility

On February 29, 2016, Indco entered into a Credit Agreement (as amended, the “Prior First Merchants Credit Agreement”) with First Merchants.

On April 25, 2023, Indco and certain other Subsidiaries of the Company that are part of the Life Science and Manufacturing segments (together with Indco, the “Borrowers” and each, a “Borrower”), entered into a Credit Agreement (the “Credit Agreement”) with First Merchants. The Credit Agreement constituted an amendment and restatement of the Prior First Merchants Credit Agreement. The credit facilities provided under the Credit Agreement (the “First Merchants Credit Facilities”) consisted of a $3,000 revolving loan (limited to the borrowing base and reserves), a $5,000 Acquisition A loan, a $6,905 Term A loan and a $620 Term B loan as a continuation of the mortgage loan under the Prior First Merchants Credit Agreement.

On January 10, 2024, the First Merchants Credit Facilities was amended to provide for, among other changes, permitted affiliate loans provided availability on its revolving loan both before and after giving effect to any such loan, is not less than $1,000 and maturity of such permitted affiliate loans are not to exceed fourteen days from disbursement.

On November 22, 2024, the First Merchants Credit Facilities was amended to provide for, among other changes, the conversion and extinguishment of the $3,700 under the existing Acquisition A loan into the Term A loan, an incremental increase to the Term A loan of $1,000, and the establishment of a new Acquisition B loan with a borrowing capacity of $7,000.

Interest accrues on the outstanding revolving loan, Term A loan and acquisition loan at an annual rate equal to one-month adjusted term SOFR plus either (i) 2.75% (if the Borrowers’ total funded debt to EBITDA ratio is less or equal to 1.75:1.00) or (ii) 3.50% (if the Borrowers’ total funded debt to EBITDA ratio is greater than to 1.75:1.00). Interest accrues on the Term B loan at an annual rate of 4.19%. The Borrowers’ obligations under the First Merchants Credit Facilities are secured by all of the Borrowers’ real property and other assets, and are guaranteed by the Company, and the Company’s guarantee of the Borrowers’ obligations is secured by a pledge of the Company’s equity interests in certain of the Borrowers. Pursuant to the November 22, 2024 amendment, the revolving loan portion will expire on November 22, 2029, the Term A loan portion will mature on November 22, 2029, the Term B loan portion will mature on July 1, 2025 and the Acquisition B loan will permit multiple draws until November 22, 2026, at which point the outstanding principal amount will amortize, with all remaining amounts due at maturity of the Acquisition B loan on November 22, 2031; each of the foregoing maturities are subject to earlier termination as provided in the Credit Agreement and unless renewed or extended.

As of December 31, 2024, there were no outstanding borrowings under the Acquisition A loan and Acquisition B loan, $8,540 of outstanding borrowings under the Term A loan, $579 of outstanding borrowings under the Term B loan, $1,593 of outstanding borrowings on the revolving loan, with interest accruing on revolving loan, Acquisition B loan and the Term A loan at an effective interest rate of 7.87% and on the Term B loan at an effective interest rate of 4.19%.

As of September 30, 2024, there were $3,700 of outstanding borrowings under the Acquisition A loan, $4,028 of outstanding borrowings under the Term A loan and $585 of outstanding borrowings under the Term B loan, with interest accruing on the Acquisition A loan and revolving loan at an effective interest rate of 7.82% each, and on the Term A loan and Term B loan at an effective interest rate of 7.82% and 4.19%, respectively.

The Company was in compliance with the financial covenants defined in the First Merchants Credit Agreement at both December 31, 2024 and September 30, 2024.

The table below sets forth the total long-term debt, net of capitalized loan fees of $404 and $309 for the First Merchants Credit Agreement as of December 31, 2024 and September 30, 2024, respectively (in thousands):

(in thousands)	December 31, 2024			September 30, 2024
Total Debt	$	8,715		$	4,304
Less Current Portion		(1,452	)		(1,276	)
Long-term Portion	$	7,263		$	3,028

7. SUBORDINATED PROMISSORY NOTES - RELATED PARTY

(A) ICT Subordinated Promissory Note

Aves Labs, Inc., a wholly-owned subsidiary of the Company, was the obligor on a fixed 0.5% subordinated promissory note in the amount of $1,850 (the “ICT Subordinated Promissory Note”) issued to the former owner of ImmunoChemistry Technologies, LLC (“ICT”), in connection with a business combination whereby the Company acquired all of the membership interests of ICT. The ICT Subordinated Promissory Note was payable in sixteen scheduled quarterly installments of principal and interest beginning March 4, 2021, matured on December 4, 2024. As of December 31, 2024, the amount outstanding under the ICT Subordinated Promissory Note matured and was fully paid.

The ICT Subordinated Promissory Note was subordinated to and junior in right of payment for principal interest premiums and other amounts payable to Santander and First Merchants.

As of September 30, 2024, the amount outstanding under the ICT Subordinated Promissory Note was $55, all of which is included in the current portion of subordinated promissory notes.

(B) ELFS Subordinated Promissory Notes

Janel Group is the obligor on four fixed 4% subordinated promissory notes totaling $6,000 in the aggregate (together, the “ELFS Subordinated Promissory Notes”), payable to certain former shareholders of ELFS, in connection with the Company’s business combination whereby it acquired all the membership interest of ELFS and its related subsidiaries. All of the ELFS Subordinated Promissory Notes are guaranteed by the Company and are subordinate to and junior in right of payment for principal, interest, premiums and other amounts payable to the Santander Facility and the First Merchants Credit Facility. The ELFS Subordinated Promissory Notes are payable in twelve equal consecutive quarterly installments of principal together with accrued interest. Beginning October 15, 2021 and on the same day of the next eight consecutive calendar quarters, thereafter payment of accrued interest and unpaid interest is due to the former shareholders. Beginning October 15, 2023, and on the same day of the next twelve consecutive calendar quarters thereafter payment of principal together with accrued interest and unpaid interest is due to the former shareholders. In June 2022, the principal amount of the ELFS Subordinated Promissory Notes was adjusted to $5,100 due to a revised working capital adjustment of $900.

On December 1, 2023, in connection with the Purchase Agreement Amendment among Janel Group and the ELFS Sellers, the Company extended the ELFS Subordinated Promissory Notes maturity by two years and restored the working capital adjustment (as defined in the Purchase Agreement) by $900 which increased the principal amount of the ELFS Subordinated Promissory Notes to $6,000. The Company evaluated the accounting treatment related to the amendment and determined the agreements are substantially different and extinguished the original subordinated promissory notes and recorded the amended subordinated promissory notes at fair value of $4,654. As a result, the Company recorded a debt discount of approximately $921 and a $21 gain on extinguishment.

As of December 31, 2024, the gross amount outstanding under the ELFS Subordinated Promissory Notes was $3,674, of which $1,174 was included in the current portion of subordinated promissory notes and $2,500 was included in the long-term portion of subordinated promissory notes.

As of September 30, 2024, the amount outstanding under the ELFS Subordinated Promissory Notes was $3,918, of which $1,173 was included in the current portion of subordinated promissory notes and $2,745 was included in the long-term portion of subordinated promissory notes.

Janel Group is the obligor on a floating rate (Prime Rate plus 2%) subordinated promissory note in the amount of $1,200 issued (the "Airschott Subordinated Promissory Note"), to a former owner of Airschott, in connection with the business combination whereby Janel Group acquired Airschott. The note is payable in twelve consecutive quarterly payments, commencing July 2024, of $100 together with accrued interest on the outstanding principal balance.

As of December 31, 2024, the amount outstanding under the Airschott Subordinated Promissory Note was $1,000, of which $400 was included in the current portion of subordinated promissory notes and $600 was included in the long-term portion of subordinated promissory notes.

As of September 30, 2024, the amount outstanding under the Airschott Subordinated Promissory Note was $1,100, of which $400 was included in the current portion of subordinated promissory notes and $700 was included in the long-term portion of subordinated promissory notes.

The table below sets forth the total long-term portion of subordinated promissory notes (in thousands):

(in thousands)	December 31, 2024			September 30, 2024
Total subordinated promissory notes	$	4,674		$	5,073
Less current portion of subordinated promissory notes		(1,574	)		(1,628	)
Long-term portion of subordinated promissory notes	$	3,100		$	3,445

8. STOCKHOLDERS’ EQUITY

(in thousands, except share and per share data)

Janel is authorized to issue 4,500,000 shares of common stock, par value $0.001. In addition, the Company is authorized to issue 100,000 shares of preferred stock, par value $0.001. The preferred stock is issuable in series with such voting rights, if any, designations, powers, preferences and other rights and such qualifications, limitations and restrictions as may be determined by the Company’s Board of Directors or a duly authorized committee thereof, without stockholder approval. The Board of Directors may fix the number of shares constituting each series and increase or decrease the number of shares of any series.

(A) Preferred Stock

Series C Cumulative Preferred Stock

Shares of the Company’s Series C Cumulative Preferred Stock (the “Series C Stock”) are entitled to receive annual dividends at a rate of 5% per annum of the original issuance price of $500, when and if declared by the Company’s Board of Directors, and increased by 1% on January 1, 2024. Such rate is to increase on each January 1 thereafter for four years to a maximum rate of 9%. The dividend rate of the Series C Stock as of December 31, 2024 and September 30, 2024 was 6%. In the event of liquidation, holders of Series C Stock shall be paid an amount equal to the original issuance price, plus any accrued dividends thereon. Shares of Series C Stock may be redeemed by the Company at any time upon notice and payment of the original issuance price, plus any accrued dividends thereon. The liquidation value of Series C Stock was $7,959 and $7,957 as of December 31, 2024 and September 30, 2024, respectively.

For the three months ended December 31, 2024 and 2023, the Company declared dividends on Series C Stock of $86 and $72, respectively. At December 31, 2024 and September 30, 2024, the Company had accrued dividends of $2,274 and $2,271, respectively.

(B) Equity Incentive Plan

On October 30, 2013, the board of directors of the Company adopted the Company’s 2013 Non-Qualified Stock Option Plan (the “2013 Option Plan”) providing for options to purchase up to 100,000 shares of common stock for issuance to directors, officers, employees of and consultants to the Company and its subsidiaries.

On May 12, 2017, the Company adopted the 2017 Equity Incentive Plan (the “2017 Plan”) pursuant to which the Company may grant (i) incentive stock options, (ii) non-statutory stock options, (iii) restricted stock awards and (iv) stock appreciation rights with respect to shares of the Company’s common stock, par value of $0.001 per share (“Common Stock”), to directors, officers, employees of and consultants to the Company. On September 21, 2021, the Board of Directors of the Company adopted the Amended and Restated 2017 Janel Corporation Equity Incentive Plan (the “Amended Plan”) pursuant to which the Company may grant non-statutory stock options, restricted stock awards and stock appreciation rights of Common Stock to employees, directors and consultants to the Company and its subsidiaries.

The Amended Plan increased the number of shares of Common Stock that may be issued pursuant to the Amended Plan from 100,000 to 200,000 shares of Common Stock of the Company and reflected certain other non-substantive amendments.

Participants and all terms of any grant under the Amended Plan are in the discretion of the Company’s Compensation Committee.

9. STOCK-BASED COMPENSATION

(in thousands, except share and per share data)

Total stock-based compensation for the three months ended December 31, 2024 and 2023 amounted to $122 and $68, respectively, and is included in selling, general and administrative expense in the Company’s statements of operations.

Options

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding balance at September 30, 2024		49,993	$	25.31		6.9	$	864.92
Granted		12,500	$	40.50		5.5	$	—
Outstanding balance at December 31, 2024		62,493	$	28.35		7.2	$	864.92
Exercisable at December 31, 2024		27,493	$	13.88		5.2	$	718.04

The aggregate intrinsic value in the above table was calculated as the difference between the closing price of the Company’s common stock at December 31, 2024 of $40.00 per share and the exercise price of the stock options that had strike prices below such closing price.

As of December 31, 2024, there was approximately $367 of total unrecognized compensation expense related to the unvested employee stock options, which is expected to be recognized in fiscal year 2025.

Liability classified share-based awards

During the three months ended December 31, 2024 and fiscal year ended September 30, 2024, there were no options granted and no options were exercised with respect to Indco’s common stock.

10. INCOME PER COMMON SHARE

The following table provides a reconciliation of the basic and diluted earnings per share (“EPS”) computations for the three months ended December 31, 2024 and 2023:

	Three Months Ended December 31,
(in thousands, except per share data)	2024			2023
Income:
Net income	$	659		$	276
Preferred stock dividends		(86	)		(72	)
Non-controlling interest dividends		(243	)		—
Net income available to common stockholders	$	330		$	204

Common Shares:
Basic - weighted average common shares		1,186.3			1,186.3
Effect of dilutive securities:
Stock options		19.1			15.8
Diluted - weighted average common stock		1,205.4			1,202.1

Income per Common Share:
Basic -
Net income	$	0.56		$	0.23
Preferred stock dividends		(0.07	)		(0.06	)
Non-controlling interest dividends		(0.20	)		—
Net income available to common stockholders	$	0.29		$	0.17
Diluted -
Net income	$	0.55		$	0.23
Preferred stock dividends		(0.07	)		(0.06	)
Non-controlling interest dividends		(0.20	)		—
Net income available to common stockholders	$	0.28		$	0.17

The computation for the diluted number of shares excludes unexercised stock options that are anti-dilutive. There were 22.5 anti-dilutive shares for each of the three-month period ended December 31, 2024 and 2023.

11. INCOME TAXES

The reconciliation of income tax computed at the Federal statutory rate to the provision for income taxes from continuing operations for the three-month periods ended December 31, 2024 and 2023 is as follows (in thousands):

	Three Months Ended December 31,
	2024			2023
Federal taxes at statutory rates	$	(180	)	$	(98	)
Permanent differences		50			(58	)
State and local taxes, net of Federal benefit		(68	)		(36	)
Total Income tax expense	$	(198	)	$	(192	)

12. BUSINESS SEGMENT INFORMATION

As referenced above in Note 1, the Company operates in three reportable segments: Logistics, Life Sciences and Manufacturing.

The Company’s Chief Executive Officer regularly reviews financial information at the reporting segment level in order to make decisions about resources to be allocated to the segments and to assess their performance.

The following tables present selected financial information about the Company’s reportable segments and Corporate for the purpose of reconciling to the consolidated totals for the three months ended December 31, 2024:

For the three months ended December 31, 2024 (in thousands)	Consolidated		Logistics		Life Sciences		Manufacturing		Corporate
Revenues	$	51,354	$	46,086	$	2,983	$	2,285	$	—
Forwarding expenses and cost of revenues		36,212		34,708		450		1,054		—
Gross profit		15,142		11,378		2,533		1,231		—
Selling, general and administrative		13,292		9,368		1,999		941		984
Amortization of intangible assets		641		—		—		—		641
Income (loss) from operations		1,209		2,010		534		290		(1,625	)
Interest expense		666		484		117		65		—
Identifiable assets		111,246		43,491		11,358		3,914		52,483
Capital expenditures, net of disposals	$	91	$	11	$	78	$	2	$	—

For the three months ended December 31, 2023 (in thousands)	Consolidated		Logistics		Life Sciences		Manufacturing		Corporate
Revenues	$	41,035	$	35,215	$	3,481	$	2,339	$	—
Forwarding expenses and cost of revenues		26,890		25,214		606		1,070		—
Gross profit		14,145		10,001		2,875		1,269		—
Selling, general and administrative		12,605		8,865		1,750		784		1,206
Amortization of intangible assets		538		—		—		—		538
Income (loss) from operations		1,002		1,136		1,125		485		(1,744	)
Interest expense		524		357		78		89		—
Identifiable assets		91,502		31,128		11,786		3,875		44,713
Capital expenditures, net of disposals	$	53	$	18	$	35	$	—	$	—

13. FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements

The following table presents the Company’s assets that are measured at fair value on a recurring basis based on the three-level valuation hierarchy (in thousands):

Assets	December 31, 2024		September 30, 2024
Level 1 Investment in Rubicon at fair value	$	1,828	$	1,518
Level 1 Investment in other marketable securities at fair value		85		56
Total Investment in marketable securities at fair value		1,913		1,574

On August 19, 2022, the Company acquired 1,108,000 shares of the common stock, par value $0.001 per share, of Rubicon at a price per share of $20.00, in a cash tender offer. As of each of December 31, 2024 and September 30, 2024, the Company held 46.6% of the total issued and outstanding shares of Rubicon and reported its investment under the fair value method pursuant to ASC 320. Management determined that it was appropriate to carry its investment in Rubicon at fair value because the investment was traded on the NASDAQ stock exchange through January 2, 2023, began trading on the OTCQB Capital Market on January 3, 2023 and had daily trading activity, the combination of which provide a better indicator of value. The investment in Rubicon is re-measured at the end of each quarter based on the trading price and any change in the value is reported on the income statement as an unrealized gain or loss on marketable securities in other income (expense).

On October 4, 2023, Rubicon announced that it had authorized a cash dividend of $1.10 per share of common stock of Rubicon and set October 16, 2023 as the record date for the distribution. On October 23, 2023, the Company received $1,219 in dividends and recorded a fair value adjustment to its investment in Rubicon of $709, which is included in other income and expense.

The following table sets forth a summary of the changes in the fair value of the Company’s investment in Rubicon, which is measured at fair value on a recurring basis utilizing Level 1 assumptions in its valuation (in thousands):

	December 31, 2024		September 30, 2024
Balance beginning of period	$	1,518	$	1,573
Fair value adjustment to Rubicon investment		310		(55	)
Balance end of period	$	1,828	$	1,518

The following table presents the Company’s liabilities that are measured at fair value on a recurring basis based on the three-level valuation hierarchy (in thousands):

Contingent earnout liabilities	December 31, 2024		September 30, 2024
Level 1 Contingent earnout liabilities	$	2,130	$	2,100
Level 3 Contingent earnout liabilities		1,297		1,281
Total	$	3,427	$	3,381

These liabilities relate to the estimated fair value of earnout payments to former ImmunoBioScience Corp. (“IBSC”), ViraQuest, ELFS, and Airschott owners for the periods ending December 31, 2024 and September 30, 2024.

On December 1, 2023, in connection with the Purchase Agreement Amendment among Janel Group and the ELFS Sellers described above, the parties agreed to certain modifications fixing the amount of the remaining earnout payments to ELFS in earnout years three and four to $1,078 each year. As a result, the measurement of the earnout liability became a Level 1 fair value measurement based on the present value of the negotiated payments.

On June 5, 2024, the Company completed a business combination whereby it acquired a majority ownership position in Airschott, a non-asset-based freight forwarder and customs broker. As part of the business combination, the Company agreed to purchase the remaining 20% of Airschott stock in three years for deferred consideration of the greater of 20% of 1.25 times the trailing twelve months gross profit of Airschott and $1,200.

The current and non-current portions of the fair value of the contingent earnout liabilities at December 31, 2024 were $1,262 and $2,165, respectively. The current and non-current portions of the fair value of the contingent earnout liabilities at September 30, 2024 were $1,262 and $2,119, respectively.

The following table sets forth a summary of the changes in the fair value of the Company’s contingent earnout liabilities, which are measured at fair value on a recurring basis utilizing Level 1 and Level 3 assumptions in their valuation (in thousands):

	December 31, 2024		September 30, 2024
Balance beginning of period	$	3,381	$	2,330
Fair value of contingent consideration recorded in connection with business combinations		—		1,017
Earnout payment		—		(740	)
Fair value adjustment of contingent earnout liabilities		46		774
Balance end of period	$	3,427	$	3,381

The Company determined the fair value of the Level 3 contingent earnout liability using forecasted results through the expected earnout periods. The principal inputs to the approach include expectations of the specific business’s revenues in fiscal years 2024 through 2025 using an appropriate discount rate. Given the use of significant inputs that are not observable in the market, the contingent earnout liability is classified within Level 3 of the fair value hierarchy.

14.

LEASES

The Company determines if an arrangement is a lease at inception. Assets and obligations related to operating leases are included in operating lease right-of-use (“ROU”) assets; current portion of operating lease liability; and operating lease liability, net of current portion in our consolidated balance sheets. Assets and obligations related to finance leases are included in property, technology and equipment, net; current portion of finance lease liability; and finance lease liability, net of current portion in our consolidated balance sheets.

ROU assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the incremental borrowing rate based on the information available at commencement date is used in determining the present value of lease payments. We use the implicit rate when readily determinable. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

The Company’s agreements with lease and non-lease components are all each accounted for as a single lease component.

For leases with an initial term of twelve months or less, the Company elected the exemption from recording right of use assets and lease liabilities for all leases that qualify and records rent expense on a straight-line basis over the lease term.

The Company has operating leases for office and warehouse space in certain locations where it conducts business. As of December 31, 2024, the remaining terms of the Company’s operating leases were between one and 110 months and certain lease agreements contain provisions for future rent increases. Payments due under the lease contracts include the minimum lease payments that the Company is obligated to make under the non-cancelable initial terms of the leases as the renewal terms are at the Company’s option and the Company is not reasonably certain to exercise those renewal options at lease commencement.

The components of lease cost for the three-month periods ended December 31, 2024 and 2023 are as follows (in thousands):

	Three Months Ended December 31,
	2024		2023
Operating lease cost	$	655	$	599
Short-term lease cost		52		100
Total lease cost	$	707	$	699

Rent expense for the three months ended December 31, 2024 and 2023 was $707 and $699, respectively.

Operating lease right of use assets, current portion of operating lease liabilities and long-term operating lease liabilities reported in the condensed consolidated balance sheets for operating leases as of December 31, 2024 were $7,861, $2,198 and $6,338, respectively.

Operating lease right of use assets, current portion of operating lease liabilities and long-term operating lease liabilities reported in the condensed consolidated balance sheets for operating leases as of September 30, 2024 were $8,621, $2,419 and $6,585, respectively.

During the three months ended December 31, 2024, the Company entered into one new operating lease and recorded an additional $59 in both operating lease right of use assets and corresponding lease liabilities.

As of December 31, 2024 and September 30, 2024, the weighted-average remaining lease term and the weighted-average discount rate related to the Company’s operating leases were 5.2 years and 6.23% and 5.3 years and 5.72%, respectively.

Future minimum lease payments under non-cancelable operating leases as of December 31, 2024 are as follows (in thousands):

2025	$	2,767
2026		2,416
2027		1,650
2028		1,367
2029		624
Thereafter		1,200
Total undiscounted loan payments		10,024
Less: imputed interest		(1,488	)
Total lease obligation	$	8,536

15. SUBSEQUENT EVENTS

On January 14, 2025, two minority owners of Indco exercised 21,778 and 13,829 options to purchase Indco’s common stock at an average exercise price of $11.60 and $13.19, respectively for an aggregate purchase price of $253 and $182, respectively. In conjunction with the exercise, Indco issued related party promissory notes to the two minority owners for amounts totaling the aggregate purchase price. The notes will be included in other long-term assets. As a result of the exercise of options to purchase Indco’s stock, the mandatorily redeemable non-controlling interest percentage was 14.35% as of the exercise date.

On January 16, 2025 Antibodies Incorporated, a subsidiary of the Company, issued a Promissory Note to a third-party borrower for principal of $450 at an effective interest rate of 8.00% with a maturity date of January 16, 2027. The borrower has the option to borrow an additional $490.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our unaudited interim condensed consolidated financial statements and related notes thereto as of and for the three months ended December 31, 2024, which have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Amounts presented in this section are in thousands, except share and per share data.

As used throughout this Report, “we,” “us”, “our,” “Janel,” “the Company,” “Registrant” and similar words refer to Janel Corporation and its subsidiaries.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the “Report”) contains certain statements that are, or may deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and that reflect management’s current expectations with respect to our operations, performance, financial condition, and other developments. These forward – looking statements may generally be identified using the words “may,” “will,” “intends,” “plans,” projects,” “believes,” “should,” “expects,” “predicts,” “anticipates,” “estimates,” and similar expressions or the negative of these terms or other comparable terminology. These statements are necessarily estimates reflecting management’s best judgment based upon current information and involve several risks, uncertainties and assumptions. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made, and readers are advised that various factors, including, but not limited to, those set forth elsewhere in this Report, could affect our financial performance and could cause our actual results for future periods to differ materially from those anticipated or projected. While it is impossible to identify all such factors, such factors include, but are not limited to, our strategy of expanding our business through acquisitions of other businesses; we may be required to record a significant charge to earnings related to the impairment of acquired assets; we may fail to realize the expected benefits or strategic objectives of any acquisition, or that we spend resources exploring acquisitions that are not consummated; risks associated with litigation, including contingent auto liability and insurance coverage, and indemnification claims and other unforeseen claims and liabilities that may arise from an acquisition; changes in tax rates, laws or regulations and our acquired companies and subsidiaries’ ability to utilize anticipated tax benefits; the impact of rising interest rates on our investments, business and operations; conflicts of interest with the minority shareholders of our business; we may not have sufficient working capital to continue operations; we may lose customers who are not obligated to long-term contracts to transact with us; instability in the financial markets; changes or developments in U.S. laws or policies; competition from companies with greater financial resources and from companies that operate in areas in which we plan to expand; our dependence on technically skilled employees; impacts from climate change, including the increased focus by third-parties on sustainability issues and our ability to comply therewith; competition from parties who sell their businesses to us and from professionals who cease working for us; the level of our insurance coverage, including related to product and other liability risks; our compliance with applicable privacy, security and data laws; risks related to the diverse platforms and geographies which host our management information and financial reporting systems; our dependence on the availability of cargo space from third parties; the impact of claims arising from transportation of freight by the carriers with which we contract, including an increase in premium costs; higher carrier prices may result in decreased adjusted gross profit; risks related to the classification of owner-operators in the transportation industry; recessions and other economic developments that reduce freight volumes; other events affecting the volume of international trade and international operations; risks arising from our ability to comply with governmental permit and licensing requirements or statutory and regulatory requirements; the impact of seasonal trends and other factors beyond our control on our Logistics business; changes in governmental regulations applicable to our Life Sciences business; the ability of our Life Sciences business to continually produce products that meet high-quality standards such as purity, reproducibility and/or absence of cross-reactivity; the ability of our Life Sciences business to maintain, determine the scope of and defend its and its competitors’ intellectual property rights; the impact of pressures in the life sciences industry to increase the predictability of or reduce healthcare costs; any decrease in the availability, or increase in the cost or supply shortages, of raw materials used by Indco; risks arising from the environmental, health and safety regulations applicable to Indco; the reliance of our Indco business on a single location to manufacture their products; the controlling influence exerted by our officers and directors and one of our stockholders; the unlikelihood that we will issue dividends in the foreseeable future; and risks related to ownership of our common stock, including share price volatility, our ability to issue shares of preferred stock with greater rights than our common stock, the lack of a guaranteed continued public trading market for our common stock, and costs related to maintaining our status as a public company; terrorist attacks and other acts of violence or war and such other factors that may be identified from time to time in our Securities and Exchange Commission (“SEC”) filings. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those projected. You should not place undue reliance on any of our forward-looking statements which speak only as of the date they are made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For a more detailed discussion of these factors, see our periodic reports filed with the SEC, including our most recent Annual Report on Form 10-K for the fiscal year ended September 30, 2024.

OVERVIEW

Janel Corporation ("Janel," the "Company," or the "Registrant") is a holding company with subsidiaries in three business segments: Logistics, Life Sciences and Manufacturing. The Company strives to create shareholder value primarily through three strategic priorities: supporting its businesses’ efforts to make investments and to build long-term profits; allocating Janel's capital at high risk-adjusted rates of return; and attracting and retaining exceptional talent.

Management at the Janel holding company focuses on significant capital allocation decisions, corporate governance and supporting Janel’s subsidiaries where appropriate. Janel expects to grow through its subsidiaries’ organic growth and by completing acquisitions. We plan to either acquire businesses within our existing segments or expand our portfolio into new strategic segments. Our acquisition strategy focuses on reasonably priced companies with strong and capable management teams, attractive existing business economics and stable and predictable earnings power.

Our Business Segments

Logistics

The Company’s Logistics segment is comprised of several subsidiaries. The Logistics segment is a non-asset based, full-service provider of cargo transportation logistics management services, including freight forwarding via air, ocean and land-based carriers; customs brokerage services; warehousing and distribution services; trucking and other value-added logistics services. In addition to these revenue streams, the Company earns accessorial revenues in connection with its core services. Accessorial revenues include, but are not limited to, fuel service charges, wait time fees, hazardous cargo fees, labor charges, handling, cartage, bonding and additional labor charges.

On June 5, 2024, the Company completed a business combination whereby it acquired a majority ownership position in Airschott, a non-asset-based freight forwarder and customs broker. At closing, the Company purchased 80% of the outstanding stock of Airschott. The Company also agreed to purchase the remaining 20% of Airschott stock in three years.

Life Sciences

The Company’s Life Sciences segment is comprised of several wholly-owned subsidiaries. The Company’s Life Sciences segment manufactures and distributes high-quality monoclonal and polyclonal antibodies, diagnostic reagents and other immunoreagents for biomedical research and provides antibody manufacturing for academic and industry research scientists. Our Life Sciences segment also produces products for other life sciences companies on an original equipment manufacturer (OEM) basis.

On March 2, 2023, the Company completed a business combination whereby it acquired all of the outstanding stock of Stephen Hall, PhD Ltd., which we include in our Life Sciences segment.

On May 22, 2023, the Company acquired all the rights, title and interests to a royalty agreement for certain antibody products, which we include in our Life Sciences segment.

On February 1, 2024, the Company completed a business combination whereby it acquired all of the outstanding stock of ViraQuest Inc., which we include in our Life Sciences segment.

Manufacturing

The Company’s Manufacturing segment is comprised of Indco, Inc. (“Indco”). Indco is a majority-owned subsidiary of the Company that manufactures and distributes mixing equipment and apparatus for specific applications within various industries. Indco’s customer base is comprised of small- to mid-sized businesses as well as other larger customers for which Indco fulfills repetitive production orders.

Investment in Marketable Securities at fair value

On August 19, 2022, the Company acquired 1,108,000 shares of the common stock, par value $0.001 per share, of Rubicon Technology, Inc. (“Rubicon”), at a price per share of $20.00, in a cash tender offer made pursuant to the Stock Purchase and Sale Agreement, dated July 1, 2022, between the Company and Rubicon (the “Rubicon Purchase Agreement”). Pursuant to the terms of the Rubicon Purchase Agreement, the acquired shares represented 45.0% of Rubicon’s issued and outstanding shares of common stock as of August 3, 2022, as reported in Rubicon’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, filed with the SEC on August 12, 2022. The Company owned approximately 46.6% of Rubicon’s total issued and outstanding shares of common stock as of December 31, 2024 and September 30, 2024.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States. These generally accepted accounting principles require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, net sales and expenses during the reporting period.

Our senior management has reviewed the critical accounting policies and estimates with the Audit Committee of our board of directors. For a description of the Company’s critical accounting policies and estimates, refer to “Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” in our Annual Report on Form 10-K filed with the SEC on December 6, 2024. Critical accounting policies are those that are most important to the portrayal of our financial condition, results of operations and cash flows and require management’s most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. If actual results were to differ significantly from estimates made, the reported results could be materially affected. There were no significant changes to our critical accounting policies during the three months ended December 31, 2024.

NON-GAAP FINANCIAL MEASURES

While we prepare our financial statements in accordance with U.S. GAAP, we also utilize and present certain financial measures, in particular adjusted operating income, which is not based on or included in U.S. GAAP (we refer to these as “non-GAAP financial measures”).

Organic Growth

Our non-GAAP financial measure of organic growth represents revenues and gross profit excluding those from acquisitions within the preceding 12 months. The organic growth presentation provides useful period-to-period comparison of revenues as it excludes revenues from acquisitions that would not be included in the comparable prior period.

Adjusted Operating Income

As a result of our acquisition strategy, our net income includes material non-cash charges relating to the amortization of customer-related intangible assets in the ordinary course of business as well as other intangible assets acquired in our acquisitions. Although these charges may increase as we complete more acquisitions, we believe we will be growing the value of our intangible assets such as customer relationships. Because these charges are not indicative of our operations, we believe that adjusted operating income is a useful financial measure for investors because it eliminates the effect of these non-cash costs and provides an important metric for our business that is more representative of the actual results of our operations.

Adjusted operating income (which excludes the non-cash impact of amortization of intangible assets, stock-based compensation and cost recognized on the sale of acquired inventory valuation) is used by management as a supplemental performance measure to assess our business’s ability to generate cash and economic returns.

Adjusted operating income is a non-GAAP measure of income and does not include the effects of preferred stock dividends, interest and taxes.

We believe that organic growth and adjusted operating income provide useful information in understanding and evaluating our operating results in the same manner as management. However, organic growth and adjusted operating income are not financial measures calculated in accordance with U.S. GAAP and should not be considered as a substitute for total revenues, operating income or any other operating performance measures calculated in accordance with U.S. GAAP. Using these non-GAAP financial measures to analyze our business has material limitations because the calculations are based on the subjective determination of management regarding the nature and classification of events and circumstances that users of the financial statements may find significant.

In addition, although other companies in our industries may report measures titled organic growth, adjusted operating income or similar measures, such non-GAAP financial measures may be calculated differently from how we calculate our non-GAAP financial measures, which reduces their overall usefulness as comparative measures. Because of these limitations, you should consider organic growth and adjusted operating income alongside other financial performance measures, including total revenues, operating income and our other financial results presented in accordance with U.S. GAAP.

Results of Operations – Janel Corporation – Three Months Ended December 31, 2024 and 2023

Our results of operations and period-over-period changes are discussed in the following section. The tables and discussion should be read in conjunction with the accompanying Condensed Consolidated Financial Statements and the notes thereto.

Our consolidated results of operations are as follows:

	Three Months Ended December 31,
(in thousands)	2024		2023
Revenues	$	51,354	$	41,035
Forwarding expenses and cost of revenues		36,212		26,890
Gross profit		15,142		14,145
Total operating expenses		13,933		13,143
Income from operations		1,209		1,002
Net income		659		276
Adjusted operating income	$	2,041	$	1,694

Consolidated revenues for the three months ended December 31, 2024 were $51,354, which was $10,319 or 25.1% higher than the prior year period. Revenues over this period increased primarily due to the inclusion of revenues from Airschott, which was acquired in June 2024.

Income from operations for the three months ended December 31, 2024 was $1,209 compared with $1,002 in the prior year period. The increase for the three months ended December 31, 2024 resulted from the inclusion of Airschott gross profit.

Net income for the three months ended December 31, 2024 totaled $659, or $0.55 per diluted share, compared to net income of $276, or $0.23 per diluted share, for the three months ended December 31, 2023. The increase in net income was largely due to greater income from operations in our Logistics segment and a non-cash mark-to-market increase of our equity investment.

Adjusted operating income for the three months ended December 31, 2024 was $2,041, an increase of $347, compared to $1,694 in the prior year period. The increase for the three months ended December 31, 2024 resulted primarily from an increase in income from operations in our Logistics segment, partially offset by decreases in income from operations in our Life Sciences and Manufacturing segments.

The following table sets forth a reconciliation of operating income to adjusted operating income:

	Three Months Ended December 31,
(in thousands)	2024		2023
Income from operations	$	1,209	$	1,002
Amortization of intangible assets		641		538
Stock-based compensation		122		71
Cost recognized on sale of acquired inventory		69		83
Adjusted operating income	$	2,041	$	1,694

Results of Operations – Logistics – Three Months Ended December 31, 2024 and 2023

Our Logistics business helps its clients move and manage freight efficiently to reduce inventories and to increase supply chain speed and reliability. Key services include freight forwarding via air, ocean and land-based carriers; customs brokerage services; warehousing and distribution services; trucking and other value-added logistics services. In addition to these revenue streams, the Company earns accessorial revenues in connection with its core services. Accessorial revenues include, but are not limited to, fuel service charges, wait time fees, hazardous cargo fees, labor charges, handling, cartage, bonding and additional labor charges.

	Three Months Ended December 31,
	2024			2023
(in thousands)
Revenues	$	46,086		$	35,215
Forwarding expenses		34,708			25,214
Gross profit		11,378			10,001
Gross profit margin		24.7	%		28.4	%
Selling, general and administrative expenses		9,368			8,865
Income from operations	$	2,010		$	1,136

Revenues

Total revenues for the three months ended December 31, 2024 was $46,086 as compared to $35,215 for the three months ended December 31, 2023, an increase of $10,871 or 30.9%. Revenues increased primarily due to the inclusion of Airschott revenues, as well as increased freight rates.

Gross Profit

Gross profit for the three months ended December 31, 2024 was $11,378, an increase of $1,377, or 13.8%, as compared to $10,001 for the three months ended December 31, 2023. The inclusion of Airschott, added $1,160 in gross profit. The gross profit organic growth percentage was 2.2% for the three months ended December 31, 2024. Gross profit margin decreased to 24.7% for the three months ended December 31, 2024, compared to 28.4% for the prior year period.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended December 31, 2024 were $9,368, as compared to $8,865 for the three months ended December 31, 2023. This increase of $503, or 5.7%, was mainly due to the inclusion of Airschott personnel expenses.

Income from Operations

Income from operations increased by $874 to $2,010 for the three months ended December 31, 2024, as compared to income from operations of $1,136 for the three months ended December 31, 2023. Income from operations increased as a result of improved margins at Airschott. Income from operations as a percentage of gross profit for the three months ended December 31, 2024 was 17.7% compared to 11.4% in the prior year period, largely due to higher revenues.

Results of Operations – Life Sciences – Three Months Ended December 31, 2024 and 2023

The Company’s Life Sciences segment is comprised of several wholly-owned subsidiaries. The Company’s Life Sciences segment manufactures and distributes antibodies as well as research and diagnostic reagents for, and provides custom services to academic, non-profit and commercial customers.

	Three Months Ended December 31,
	2024			2023
(in thousands)
Revenues	$	2,983		$	3,481
Cost of sales		381			523
Cost recognized upon sale of acquired inventory		69			83
Gross profit		2,533			2,875
Gross profit margin		84.9	%		82.6	%
Selling, general and administrative expenses		1,999			1,750
Income from operations	$	534		$	1,125

Revenues

Total revenues was $2,983 and $3,481 for the three months ended December 31, 2024 and 2023, respectively, reflecting a decrease of $498 or 14.3% compared to the prior year period primarily due to the timing of orders. Organic growth decreased 15.5% excluding acquired revenues of $40, due to the timing of orders.

Gross Profit

Gross profit was $2,533 and $2,875 for the three months ended December 31, 2024 and 2023, respectively, a decrease of $342, or 11.9%. During the three months ended December 31, 2024 and 2023, gross profit margin was 84.9% and 82.6%, respectively, as cost recognized upon sale of acquired inventory declined slightly and product mix improved due to contributions from past acquisitions.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the Life Sciences segment were $1,999 and $1,750 for the three months ended December 31, 2024 and 2023, respectively. The period-over-period increase was largely due to investments to support growth.

Income from Operations

Income from operations for the three months ended December 31, 2024 and 2023 was $534 and $1,125, respectively, a decrease of $591 or 52.5%, primarily due to the timing of orders.

Results of Operations - Manufacturing – Three Months Ended December 31, 2024 and 2023

The Company’s Manufacturing segment manufactures and distributes mixing equipment and apparatuses for specific applications within various industries. The customer base is comprised of small- to mid-sized businesses as well as other larger customers for which they fulfill repetitive production orders.

	Three Months Ended December 31,
	2024			2023
(in thousands)
Revenues	$	2,285		$	2,339
Cost of sales		1,054			1,070
Gross profit		1,231			1,269
Gross profit margin		53.9	%		54.3	%
Selling, general and administrative expenses		941			784
Income from operations	$	290		$	485

Revenues

Total revenues was $2,285 and $2,339 for the three months ended December 31, 2024 and 2023, respectively, a decrease of $54 or 2.3%. The decrease in revenues for the three months ended December 31, 2024 primarily reflected an increase in discounts on manufactured products based on customers' volume purchases.

Gross Profit

Gross profit was $1,231 and $1,269 for the three months ended December 31, 2024 and 2023, respectively, a decrease of $38. Gross profit margin for the three months ended December 31, 2024 and 2023 was 53.9% and 54.3%, respectively. The period-over-period decrease in gross profit margin was primarily due to a decrease in sales volume combined with a product mix variance.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $941 and $784 for the three months ended December 31, 2024 and 2023, respectively, an increase of $157, or 20.0%. The increase was primarily due to bonuses expensed during the quarter relating to the refinancing of the First Merchants Credit Facilities.

Income from Operations

Income from operations was $290 for the three months ended December 31, 2024 compared to $485 for the three months ended December 31, 2023, representing a 40.2% decrease from the prior year period, primarily due to an increase in selling, general and administrative expenses.

Results of Operations – Corporate and Other – Three Months Ended December 31, 2024 and 2023

Below is a reconciliation of income from operating segments to net income available to common stockholders.

	Three Months Ended December 31,
(in thousands)	2024			2023
Total income from operating segments	$	2,834		$	2,746
Corporate expenses		(862	)		(1,135	)
Amortization of intangible assets		(641	)		(538	)
Stock-based compensation - Corporate		(122	)		(71	)
Total corporate expenses		(1,625	)		(1,744	)
Interest expense		(666	)		(524	)
Other expense		314			(10	)
Net income before taxes		857			468
Income tax expense		(198	)		(192	)
Net income		659			276
Preferred stock dividends		(86	)		(72	)
Non-controlling interest dividends		(243	)		—
Net income Available to Common Stockholders	$	330		$	204

Total Corporate Expenses

Total Corporate expenses, which include amortization of intangible assets, stock-based compensation and merger and acquisition expenses, decreased by $119, or 6.8%, to $1,625 in the three months ended December 31, 2024 as compared to $1,744 for the three months ended December 31, 2023. We incur merger and acquisition deal-related expenses and intangible amortization at the Corporate level rather than at the segment level.

Interest Expense

Interest expense for the consolidated company increased $142, or 27.1%, to $666 for the three months ended December 31, 2024 from $524 for the three months ended December 31, 2023. The increase was primarily due to higher interest rates partially offset by lower average debt balances.

Income Tax Expense

On a consolidated basis, the Company recorded an income tax expense of $198 for the three months ended December 31, 2024, as compared to an income tax expense of $192 for the three months ended December 31, 2023. The increase in expense was primarily due to an increase in income from operations.

Preferred Stock Dividends

Preferred stock dividends include any dividends accrued on the Company’s Series C Cumulative Preferred Stock (the “Series C Preferred Stock”). For the three months ended December 31, 2024 and 2023, preferred stock dividends were $86 and $72, respectively.

Non-Controlling Interest Dividends

Non-controlling interest dividends include the dividends accrued and paid to the non-controlling interest of Indco (the “Non-controlling interest dividends”). For the three months ended December 31, 2024, non-controlling interest dividends were $243.

Net Income

Net income was $659, or $0.55 per diluted share, for the three months ended December 31, 2024 compared to net income of $276, or $0.23 per diluted share, for the three months ended December 31, 2023. The increase in net income was largely due to higher profits in our Logistics segment and a non-cash mark-to-market increase of an equity investment.

Income Available to Common Stockholders

Income available to holders of Common Stock was $330, or $0.28 per diluted share, for the three months ended December 31, 2024 compared to income available to holders of Common Stock of $204, or $0.17 per diluted share, for the three months ended December 31, 2023. The increase in net income available to common stockholders is due to an increase net income, partially offset by an increase in preferred stock dividends.

LIQUIDITY AND CAPITAL RESOURCES

General

Our ability to satisfy liquidity requirements—including meeting debt obligations and funding working capital, day-to-day operating expenses, and capital expenditures—depends upon future performance, which is subject to general economic conditions, competition and other factors, some of which are beyond our control. Our Logistics segment depends on commercial credit facilities to fund day-to-day operations as there is a difference between the timing of collection cycles and the timing of payments to vendors.

As a customs broker, our Logistics segment makes significant cash advances for a select group of our credit-worthy customers. These cash advances are for customer obligations such as the payment of duties and taxes to customs authorities primarily in the United States. Increases in duty rates could result in increases in the amounts we advance on behalf of our customers. Cash advances are a “pass through” and are not recorded as a component of revenues and expenses. The billings of such advances to customers are accounted for as a direct increase in accounts receivable from the customer and a corresponding increase in accounts payable to governmental customs authorities. These “pass through” billings can influence our traditional credit collection metrics.

For customers that meet certain criteria, we have agreed to extend payment terms beyond our customary terms. Management believes that it has established effective credit control procedures and has historically experienced relatively insignificant collection problems. Our subsidiaries depend on commercial credit facilities to fund day-to-day operations as there is a difference between the timing of collection cycles and the timing of payments to vendors. Generally, we do not make significant capital expenditures.

Our cash flow performance for the 2025 fiscal year may not necessarily be indicative of future cash flow performance.

Cash flows from operating activities

Net cash provided by operating activities was $1,754 for the three months ended December 31, 2024, versus $3,006 provided by operating activities for the three months ended December 31, 2023. The decrease in cash provided by operations for the three months ended December 31, 2024 compared to the prior year period was primarily due to a decrease in net income adjusted by non-cash items of $676 and a decrease in net working capital of $576.

Cash flows from investing activities

Net cash used in investing activities totaled $324 for the three months ended December 31, 2024, versus $53 used in investing activities for the three months ended December 31, 2023. The change in net cash used in investing activities was primarily due to purchase price adjustments relating to payments made on liabilities existing prior to the date of acquisition.

Cash flows from financing activities

Net cash provided by financing activities was $252 for the three months ended December 31, 2024, versus net cash used in financing activities of $3,835 for the three months ended December 31, 2023. Net cash provided by financing activities for the three months ended December 31, 2024 included the conversion and extinguishment of the acquisition loan into the term loan and proceeds from the line of credit, partially offset by repayment of subordinate promissory notes, dividends paid to preferred stockholders, and dividends paid to non-controlling interest.

Off-Balance Sheet Arrangements

As of December 31, 2024, we had no off-balance sheet arrangements or obligations.

ITEM 4. CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the specified time periods, and that such information is accumulated and communicated to management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Our management, with the participation of our Principal Executive Officer and our Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of December 31, 2024, the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Principal Executive Officer and our Principal Financial Officer have concluded that as of December 31, 2024, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and our Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There has been no change in the Company’s overall internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Janel is occasionally subject to claims and lawsuits which typically arise in the normal course of business. While the outcome of these claims cannot be predicted with certainty, management does not believe that the outcome of any of these legal matters will have a material adverse effect on the Company’s business, results of operations, financial condition or cash flows.

ITEM 1A. RISK FACTORS

For a discussion of the Company’s potential risks or uncertainties, please see “Part I—Item 1A—Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024. There have been no material changes to the risk factors disclosed in Part I—Item 1A of the Company’s 2024 Annual Report.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no unregistered sales of equity securities during the three months ended December 31, 2024. In addition, there were no shares of Common Stock purchased by us during the three months ended December 31, 2024.

ITEM 6. EXHIBIT INDEX

10.1		Eighth Amendment to Amended and Restated Loan and Security Agreement, dated November 1, 2024, by and among Santander Bank, N.A., as lender, Janel Group, Inc., Expedited Logistics and Freight Services, LLC, ELFS Brokerage LLC, and Airschott, Inc., as borrower, Janel Corporation, Expedited Logistics and Freight Services, LLC, as obligors (filed herewith).
10.2a		Second Amendment to Amended and Restated Acquisition Note, dated November 22, 2024, by and among Indco, Inc., Antibodies Incorporated, Aves Labs, Inc., PhosphoSolutions LLC, Immunochemistry Technologies LLC, ECM Biosciences, LLC, ImmunoBioScience Corp, and ViraQuest, Inc., as borrowers, hereby jointly and severally promise to pay to the order of First Merchants as Lender (filed herewith).
10.2b		Second Amendment to Amended and Restated Revolving Note dated November 22, 2024, by and among Indco, Inc., Antibodies Incorporated, Aves Labs, Inc., PhosphoSolutions LLC, Immunochemistry Technologies LLC, ECM Biosciences, LLC, ImmunoBioScience Corp, and ViraQuest, Inc., as borrowers, hereby jointly and severally promise to pay to the order of First Merchants as Lender (filed herewith).
10.2c		Second Amendment to Amended and Restated Term A Note dated November 22, 2024, by and among Indco, Inc., Antibodies Incorporated, Aves Labs, Inc., PhosphoSolutions LLC, Immunochemistry Technologies LLC, ECM Biosciences, LLC, ImmunoBioScience Corp, and ViraQuest, Inc., as borrowers, hereby jointly and severally promise to pay to the order of First Merchants as Lender (filed herewith).
10.2d		Second Amendment to Amended and Restated Term B Note dated November 22, 2024, by and among Indco, Inc., Antibodies Incorporated, Aves Labs, Inc., PhosphoSolutions LLC, Immunochemistry Technologies LLC, ECM Biosciences, LLC, ImmunoBioScience Corp, and ViraQuest, Inc., as borrowers, hereby jointly and severally promise to pay to the order of First Merchants as Lender (filed herewith).
31.1		Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer (filed herewith).
31.2		Rule 13a-14(a)/15d-14(a) Certification of Principal Chief Financial Officer (filed herewith).
32.1		Section 1350 Certification of Principal Executive Officer (filed herewith).
32.2		Section 1350 Certification of Principal Chief Financial Officer (filed herewith).
101		Interactive data files providing financial information from the Company’s Quarterly Report on Form 10-Q for the three months ended December 31, 2024 and 2023 in Inline XBRL (eXtensible Business Reporting Language) pursuant to Rule 405 of Regulation S-T: (i) Condensed Consolidated Balance Sheets as of December 31, 2024 and September 30, 2024, (ii) Condensed Consolidated Statements of Operations for the three months ended December 31, 2024 and 2023, (iii) Condensed Consolidated Statement of Changes in Stockholders’ Equity for the three months December 31, 2024 and 2023, (iv) Condensed Consolidated Statements of Cash Flows for the three months ended December 31, 2024 and 2023, and (v) Notes to Condensed Consolidated Financial Statements.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in the Interactive Data Files submitted as Exhibit 101) (filed herewith).

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 thereunto duly authorized.

Dated: February 7, 2025	JANEL CORPORATION
	(Registrant)

	/s/ Darren C. Seirer
	Darren C. Seirer
	Chairman, President and Chief Executive Officer
	(Principal Executive Officer)

Dated: February 7, 2025	/s/ Joseph R. Ferrara
	Joseph R. Ferrara
	Chief Financial Officer, Treasurer and Secretary
	(Principal Financial Officer)

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Exhibit 10.1

Execution Version

CONSENT AND EIGHTH AMENDMENT TO

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

This CONSENT AND EIGHTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Eighth Amendment”) is made as of this 1^st day of November, 2024, by and among:

SANTANDER BANK, N.A., a national bank having a place of business at 28 State Street, Boston, Massachusetts 02109 (“Lender”);

JANEL GROUP, INC., a New York corporation (“Janel”), EXPEDITED LOGISTICS AND FREIGHT SERVICES, LLC, a Texas limited liability company (“ELFS”), ELFS BROKERAGE LLC, a Texas limited liability company, and AIRSCHOTT, INC., a Virginia corporation (“Airschott”, and together with Janel, ELFS, and ELFS Brokerage, individually and collectively, and jointly and severally referred to herein as “Borrower”); and

JANEL CORPORATION, a Nevada corporation (“Parent”) and EXPEDITED LOGISTICS AND FREIGHT SERVICES, LLC, an Oklahoma limited liability company (“ELFS OK, and together with Parent, each, an “Obligor” and collectively, the “Obligors”);

in consideration of the mutual covenants herein contained and benefits to be derived herefrom.

W I T N E S S E T H:

WHEREAS, the Loan Party Obligors and Lender entered into that certain Amended and Restated Loan and Security Agreement dated as of September 21, 2021 (together with any further modifications, amendments, and restatements thereof, the “Agreement”);

WHEREAS, Parent intends to enter into the 1970 L/C Facility (as defined below), pursuant to which, among other things, 1970 Group, Inc. will issue one or more letters of credit to Parent for the benefit of Parent’s insurance carrier as collateral for Parent’s workers’ compensation, commercial automotive, and general liability insurance policies, and, accordingly, the Loan Party Obligors have requested that Lender consent to the 1970 L/C Facility and modify and amend certain terms and conditions of the Agreement;

WHEREAS, pursuant to that certain First Merchants Guaranty, Parent guarantees the obligations of the First Merchants Loan Parties under the First Merchants Loan Facility;

WHEREAS, First Merchants and the First Merchants Loan Parties intend to amend the First Merchants Loan Facility (the "First Amendment") to include a $7,000,000 term loan facility (the “First Merchants Term Loan”);

WHEREAS, the First Merchants Loan Parties intend use proceeds of the First Merchants Loan Facility, including a portion of the First Merchants Term Loan, to make a dividend to Parent in the amount of $2,250,000 (the “First Merchants LP Dividend”);

WHEREAS, Parent intends to use the proceeds of the First Merchants LP Dividend to make an equity contribution to Janel (the “Parent Contribution”);

WHEREAS, Janel intends to use a portion of the Parent Contribution, in an amount not to exceed $2,155,457, to make one or more ELFS Earn-Out Payments, subject to the terms and conditions set forth herein (the “Financed ELFS Earn-Out Payments”); and

WHEREAS, Lender has agreed to (i) consent to the 1970 L/C Facility, (ii) consent to the Financed ELFS Earn-Out Payments, and (iii) modify and amend certain terms and conditions of the Agreement, all as provided for herein.

NOW, THEREFORE, it is hereby agreed among the parties hereto as follows:

Capitalized Terms. All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Agreement.

Amendments to Agreement.

Schedule B of the Agreement (Definitions) is hereby amended as follows:

By inserting the following new definitions in their correct alphabetical order:

““1970 Cash Collateral” means cash in the amount of $87,924.50, remitted by Parent to 1970 Escrow Agent, as security for Parent’s obligations under the 1970 L/C Facility, and which amount shall be disbursed in accordance with the 1970 Escrow Agreement.”

““1970 Escrow Agent” means Wilmington Trust, National Association.”

““1970 Escrow Agreement” means, collectively, (i) that certain Master Escrow Agreement, dated as of August 1, 2024, by and among 1970 Group, Inc. and Escrow Agent, and (ii) that certain Joinder Agreement, dated November 1, 2024, by and among 1970 Group, Inc., Parent, and Escrow Agent.

““1970 L/C Facility” means that certain letter of credit facility between 1970 Group, Inc. and Parent, evidenced by, and as further detailed in, the 1970 L/C Facility Transaction Documents.”

““1970 L/C Facility Transaction Documents” means (i) that certain Substitute Insurance Collateral Facility Agreement, dated November 1, 2024 by and among 1970 Group, Inc., Parent, and the guarantors party thereto, (ii) the 1970 Escrow Agreement, and (iii) any other documents executed and delivered in connection therewith.”

““Eighth Amendment” means that certain Consent and Eighth Amendment to Amended and Restated Loan and Security Agreement dated as of the Eighth Amendment Effective Date by and among Lender, Borrower and the other Loan Party Obligors.”

““Eighth Amendment Effective Date” means November 1, 2024.”

“”ELFS Earn-Out Account” has the meaning set forth in Section 4.1 hereof.”

“”ELFS Earn-Out Payment Certificate” has the meaning set forth in Section 4.1 hereof.”

-2-

“”Financed ELFS Earn-Out Payments” as defined in the Eighth Amendment.

“”First Merchants Term Loan” as defined in Eighth Amendment.”

“”First Merchants LP Dividend” as defined in Eighth Amendment.”

“”Parent Contribution” as defined in Eighth Amendment.”

ii.

By amending certain existing definitions contained therein as follows:

The definition of “Debt Service Coverage Ratio” is hereby deleted in its entirety and the following substituted in its stead:

““Debt Service Coverage Ratio” means, for the applicable period, for the Loan Parties and their Subsidiaries on a consolidated basis, the ratio of (i) EBITDA, minus Cash Taxes, minus distributions and dividends paid (excluding the 2022 Specified Preferred Series C Distribution), minus unfinanced Capital Expenditures, minus earn-out payments paid, other than Financed ELFS Earn-Out Payments (in each instance, to the extent not previously deducted from the calculation of EBITDA) to (ii) CMLTD, plus Interest Expense paid.”

The definition of “Debt Service Coverage Ratio (Borrower Group)” is hereby deleted in its entirety and the following substituted in its stead:

““Debt Service Coverage Ratio (Borrower Group)” means, for the applicable period, for the Borrower and its Subsidiaries on a consolidated basis, the ratio of (i) EBITDA, minus Cash Taxes, minus distributions and dividends paid (excluding the 2022 Specified Preferred Series C Distribution), minus unfinanced Capital Expenditures, minus earn-out payments paid, other than Financed ELFS Earn-Out Payments (in each instance, to the extent not previously deducted from the calculation of EBITDA) to (ii) CMLTD, plus Interest Expense paid.”

The definition of “ELFS Earn-Out Payment” is hereby amended by adding the following clause at the end thereof:

“; for the avoidance of doubt, as of the Eighth Amendment Effective Date, the aggregate outstanding principal amount due in respect of ELFS Earn- Out Payments is $2,155,457.”

Clause (vii) of the definition of “Indebtedness” is hereby deleted in its entirety and the following substituted in its stead:

“(vii) all obligations (contingent or otherwise) of such Person as an account party or applicant in respect of letters of credit and/or bankers’ acceptances, or in respect of financial or other hedging obligations, including, without limitation, pursuant to the 1970 L/C Facility,”

-3-

The definition of “Permitted Indebtedness” is hereby amended by (1) deleting the word “and” before clause (g) and (2) deleting the period at the end of clause (g) and inserting the following:

“; and (h) all obligations or liabilities, contingent or otherwise, in connection with the 1970 L/C Facility in an amount not to exceed $725,000, in the aggregate.”

The definition of “Permitted Liens” is hereby amended by (1) deleting the word “and” before clause (h) and (2) deleting the period at the end of clause (H) and inserting the following:

“; and (i) the Lien granted by Parent to 1970 Group, Inc. on the 1970 Cash Collateral pursuant to the terms and conditions of the 1970 L/C Facility Transaction Documents.”

Section 4.1 of the Agreement (Lock Boxes and Blocked Accounts) is hereby amended by adding the following new provisions to the end thereof:

“Prior to the Eighth Amendment Effective Date, Janel shall establish a Deposit Account at the Lender, which Deposit Account shall be in the name of Janel and at all times be subject to Lender’s control (the “ELFS Earn-Out Account”). Janel shall deposit $2,155,457 of the Parent Contribution into such ELFS Earn-Out Account, and any withdrawals from such ELFS Earn-Out Account shall only be used to make a Financed ELFS Earn-Out Payment. Prior to making any Financed ELFS Earn-Out Payment, Administrative Borrower shall (i) request in writing to Lender to withdraw funds from the ELFS Earn-Out Account in an amount equal to the applicable Financed ELFS Earn-Out Payment, and (ii) certify to Lender, in writing, that no Default or Event of Default shall exist immediately before or after giving effect to each such payment ((i) and (ii), collectively, the “ELFS Earn-Out Payment Certificate”).”

Section 5.27 of the Agreement (Negative Covenants) is hereby amended as follows:

Clause (q) is hereby deleted in its entirety and the following substituted in its stead:

“(q) agree, consent, permit or otherwise undertake to amend or otherwise modify any of the terms or provisions of (i) any Loan Party Obligor’s Organic Documents, (ii) the Aves Guaranty, (iii) the ELFS Notes, (iv) the ELFS Acquisition Documentation, (v) the First Merchants Guaranty, (vi) the Airschott Seller Note, (vii) the Airschott Guaranty, (viii) the Airschott Acquisition Documentation, except, in each instance, for such amendments or other modifications required by applicable law or that are not adverse to Lender, and then, only to the extent such amendments or other modifications are fully disclosed in writing to Lender no less than five (5) Business Days prior to being effectuated, (ix) any Parent Ordinary Course Guaranty, or (x) the 1970 L/C Facility Transaction Documents.”

-4-

Additional Representations, Warranties and Covenants.

In addition to the representations, warranties and covenants set forth in Article 5 of the Agreement, Parent makes the following representations, warranties and covenants as of the Eighth Amendment Effective Date, which representations, warranties and covenants are made on the terms and conditions set forth in the preamble paragraph of Article 5:

Simultaneously with the execution and delivery of this Eighth Amendment, Loan Parent has delivered to Lender complete and correct copies of the 1970 L/C Facility Transaction Documents, including all schedules and exhibits thereto. The execution, delivery and performance of each of the 1970 L/C Facility Transaction Documents has been duly authorized by all necessary action on the part of Parent. Each 1970 L/C Facility Transaction Document is the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, in each case, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting generally the enforcement of creditors’ rights and (ii) the availability of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be brought. Parent is not in default in the performance or compliance with any provisions thereof. All representations and warranties made by Parent in the 1970 L/C Facility Transaction Documents and in the certificates delivered in connection therewith are true and correct in all material respects.

ii.

No Default or Event of Default exists as of the Eighth Amendment Effective Date or would arise from Parent entering into the 1970 L/C Facility;

iii.

Contemporaneous with the effectiveness of this Eighth Amendment, the 1970 L/C Facility shall have been entered into in all material respects, in accordance with the 1970 L/C Facility Transaction Documents, all applicable laws, this Agreement and all requisite approvals by Governmental Authorities having jurisdiction over Parent;

iv.

After giving effect to the First Amendment of the First Merchants Loan Facility as contemplated hereby, the aggregate principal amount guaranteed by the First Merchants Guaranty does not exceed $20,000,000.

As of the Eighth Amendment Effective Date, the aggregate amount guaranteed by Parent pursuant to the outstanding Parent Ordinary Course Guaranties does not exceed $4,000,000.

Consents. The Loan Party Obligors have requested that Lender provide the following consents (“Consents”), and Lender has agreed to provide such Consents, but only on the terms and conditions set forth herein:

1970 L/C Facility. By entering into this Eighth Amendment, Lender hereby consents to the 1970 L/C Facility and all applicable modifications to the Agreement as provided herein.

Financed ELFS Earn-Out Payments. Notwithstanding the provisions of Section 5.27(t) of the Agreement, Lender hereby consents to the Financed ELFS Earn-Out Payments, each in the amount of $1,077,728.50, to be paid on or about January 28, 2025 and January 28, 2026; provided that (i) no Default or Event of Default shall exist immediately before or after giving effect to each such payment, and (ii) prior to each such payment, Lender has received an ELFS Earn-Out Payment Certificate.

-5-

One Time Consent. The foregoing Consents are one-time consents and relate solely to the 1970 L/C Facility and the Financed ELFS Earn-Out Payments and shall not be deemed to constitute an agreement by Lender to consent to or waive any other provision of the Agreement (i) in the future, or (ii) which does not relate to the 1970 L/C Facility or the Financed ELFS Earn-Out Payments.

Ratification of Loan Documents/Waiver. Except as provided for herein, all terms and conditions of the Agreement or the other Loan Documents remain in full force and effect. Each Loan Party Obligor each hereby ratifies, confirms, and reaffirms all representations, warranties, and covenants contained therein (including, without limitation, (i) with respect to the Disclosure Schedule, and (ii) representations and warranties set forth in Section 5.11 of the Agreement, each of which the Loan Party Obligors represent and warrant is true and correct as of the date hereof) and acknowledges and agrees that the Obligations, as amended hereby, are and continue to be secured by the Collateral. Each Loan Party Obligor acknowledges and agrees that each such Loan Party Obligor does not have any offsets, defenses, or counterclaims against Lender arising out of the Agreement or the other Loan Documents, and to the extent that any such offsets, defenses, or counterclaims arising out of the Agreement or the other Loan Documents may exist, each such Loan Party Obligor hereby WAIVES and RELEASES Lender therefrom.

Conditions to Effectiveness. This Eighth Amendment shall not be effective until each of the following conditions precedent have been fulfilled to the satisfaction of Lender:

This Eighth Amendment shall have been duly executed and delivered by the respective parties hereto and, shall be in full force and effect and shall be in form and substance satisfactory to Lender.

The 1970 L/C Facility shall be entered into, and become effective, contemporaneously with the delivery of this Eighth Amendment.

Janel shall have established the ELFS Earn-Out Account.

Miscellaneous.

This Eighth Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument.

The provisions of Section 10.15 (Governing Law) and 10.16 (Consent to Jurisdiction; Waiver of Jury Trial) of the Agreement are specifically incorporated herein by reference.

This Eighth Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof.

Any determination that any provision of this Eighth Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Eighth Amendment.

-6-

The Borrower shall pay on demand all costs and expenses of Lender, including, without limitation, reasonable attorneys’ fees in connection with the preparation, negotiation, execution and delivery of this Eighth Amendment.

The Loan Party Obligors each warrants and represents that such Person has consulted with independent legal counsel of such Person’s selection in connection with this Eighth Amendment and is not relying on any representations or warranties of Lender or its counsel in entering into this Eighth Amendment.

[remainder of page left intentionally blank]

-7-

IN WITNESS WHEREOF, the parties have hereunto caused this Eighth Amendment to be executed and their seals to be hereto affixed as of the date first above written.


	LENDER

	SANTANDER BANK, N.A.

	By:	/s/ Matthew Cunningham
	Name:	Matthew Cunningham
	Its:	Vice President

[Signature Page to Consent and Eighth Amendment to Amended and Restated Loan and Security Agreement]


	BORROWERS

	JANEL GROUP, INC., a New York
	corporation, as Borrower

	By:	/s/ William J. Lally
	Name:	William J. Lally
	Its:	President

	EXPEDITED LOGISTICS AND FREIGHT
	SERVICES LLC, a Texas limited liability company, as Borrower

	By:	/s/ William J. Lally
	Name:	William J. Lally
	Its:	Vice President

	ELFS BROKERAGE LLC, a Texas limited liability company, as Borrower

	By:	Janel Group, Inc., its Manager

	By:	/s/ William J. Lally
	Name:	William J. Lally
	Its:	President

	AIRSCHOTT, INC., a Virginia corporation, as Borrower

	By:	/s/ William J. Lally
	Name:	William J. Lally
	Its:	Vice President

[Signature Page to Consent and Eighth Amendment to Amended and Restated Loan and Security Agreement]


	OBLIGORS

	JANEL CORPORATION, a Nevada corporation, as Parent and an Obligor

	By:	/s/ Joseph Ferrara
	Name:	Joseph Ferrara
	Its:	Chief Financial Officer

	EXPEDITED LOGISTICS AND FREIGHT SERVICES LLC, an Oklahoma limited liability company, as an Obligor

	By:	Expedited Logistics and Freight Services LLC, a Texas limited liability company, its manager

	By:	/s/ William J. Lally
	Name:	William J. Lally
	Its:	Vice President

[Signature Page to Consent and Eighth Amendment to Amended and Restated Loan and Security Agreement]


	OBLIGORS

	JANEL CORPORATION, a Nevada
	corporation, as Parent and an Obligor

	By:	/s/ Joseph Ferrara
	Name:	Joseph Ferrara
	Its:	Chief Financial Officer

	EXPEDITED LOGISTICS AND FREIGHT
	SERVICES LLC, an Oklahoma limited liability company, as an Obligor

	By:	Expedited Logistics and Freight Services LLC, a Texas limited liability company, its manager

	By:	/s/ William J. Lally
	Name:	William J. Lally
	Its:	Vice President

[Signature Page to Consent and Eighth Amendment to Amended and Restated Loan and Security Agreement]

Exhibit 10.2a

AMENDED AND RESTATED ACQUISITION NOTE

$7,000,000.00	Indianapolis, Indiana
	November 22, 2024

FOR VALUE RECEIVED, INDCO, INC., a Tennessee corporation (“INDCO”), ANTIBODIES INCORPORATED, a California corporation (“Antibodies”), AVES LABS, INC., an Oregon corporation (“Aves”), PHOSPHOSOLUTIONS LLC, a Nevada limited liability company (“PSLLC”), IMMUNOCHEMISTRY TECHNOLOGIES LLC, a Minnesota limited liability company (“ICT”), ECM BIOSCIENCES, LLC, a Kentucky limited liability company (“ECM”), IMMUNOBIOSCIENCE CORP., a Washington corporation (“IBSC”), and VIRAQUEST, INC., an Iowa corporation (“VQ”, and collectively with INDCO, Antibodies, Aves, PSLLC, ICT, ECM and IBSC, together with their successors and assigns, “Borrowers”), hereby jointly and severally promise to pay to the order of FIRST MERCHANTS BANK, an Indiana bank (“Lender”), the principal sum of Seven Million and 00/100 Dollars ($7,000,000.00) (or, if less, the unpaid principal balance thereof), together with interest thereon as provided in the Credit Agreement (as defined below). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Credit Agreement.

Unless otherwise required to be paid sooner pursuant to the provisions of the Credit Agreement, the principal indebtedness evidenced hereby shall be payable in installments as set forth in the Credit Agreement with a final installment payable on the Acquisition Loan Maturity Date.

Borrowers jointly and severally promise to pay interest on the unpaid principal amount of each Acquisition Loan made by Lender from the date of such Acquisition Loan until such principal amount is paid in full at a rate or rates per annum determined in accordance with the terms of the Credit Agreement. Interest hereunder is due and payable at such times and on such dates as set forth in the Credit Agreement.

Both principal and interest are payable in lawful money of the United States of America to Lender, to such domestic account as Lender may designate, in same day funds. At the time of each Acquisition Loan, and upon each payment or prepayment of principal of such Acquisition Loan, Lender shall make a notation in Lender’s own books and records, in each case specifying the amount of such Acquisition Loan or the amount of principal paid or prepaid with respect to such Acquisition Loan, or such other information as may be applicable to such Acquisition Loan as Lender may, in its discretion, desire to make notation of; provided that the failure of Lender to make any such recordation or notation shall not affect the Obligations of Borrowers hereunder or under the Credit Agreement.

This Amended and Restated Acquisition Note (this “Note”) is the “Acquisition Note” referred to in, and is entitled to the benefits of, the Amended and Restated Credit Agreement dated as of April 25, 2023, as amended from time to time prior to the date hereof (as so amended and as further amended, restated, supplemented or modified from time to time, the “Credit Agreement”), by and among Borrowers, the other Loan Parties thereto and Lender. The Credit Agreement, among other things, (i) provides for the making of Acquisition Loans by Lender to Borrowers from time to time in an aggregate outstanding principal amount not to exceed at any time the Acquisition Loan Commitment, the indebtedness of Borrowers resulting from each such Acquisition Loan being evidenced by this Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments of the principal hereof prior to the maturity hereof, without penalty or premium, upon the terms and conditions therein specified.

Borrowers and all other parties liable or to become liable for all or any part of this indebtedness, severally waive demand, presentment for payment, notice of dishonor, protest, notice of protest, and notice of acceptance of this Note by Lender and expressly agree that this Note and any payment coming due under it may be extended or otherwise modified from time to time without in any way affecting their liability hereunder. All amounts payable under this Note shall be payable without relief from valuation and appraisement laws, and with all collection costs and attorneys’ fees.

Whenever in this Note reference is made to Lender or Borrowers, such reference shall be deemed to include, as applicable, a reference to their respective successors and assigns permitted pursuant to the Credit Agreement. The provisions of this Note shall be binding upon and shall inure to the benefit of said successors and assigns. Any of Borrowers’ successors and assigns shall include, without limitation, a receiver, trustee or debtor in possession.

This Note shall be governed by, interpreted and enforced, and the rights and liabilities of the parties hereto determined, in accordance with the internal laws (without regard to the conflicts of law provisions) of the State of Illinois.

EACH BORROWER AND LENDER (BY ITS ACCEPTANCE HEREOF) HEREBY VOLUNTARILY, KNOWINGLY, ABSOLUTELY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG BORROWERS AND LENDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE OR ANY OTHER LOAN DOCUMENT. THIS PROVISION IS A MATERIAL INDUCEMENT TO LENDER TO PROVIDE THE FINANCING DESCRIBED HEREIN AND IN THE OTHER LOAN DOCUMENTS. EACH BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL OR INDIANA STATE COURT SITTING IN, OR WITH JURISDICTION THAT INCLUDES, HAMILTON COUNTY, INDIANA, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR ANY OTHER AGREEMENT MADE IN CONNECTION HEREWITH, AND EACH BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE COURTS OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURTS. EACH BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO PERSONAL JURISDICTION AND THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR ANY OTHER LOAN DOCUMENT. EACH BORROWER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. EACH BORROWER AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

This Note amends and, as so amended, restates and replaces in its entirety that certain Acquisition Note dated as of April 25, 2023, executed by certain of the Borrowers in favor of Lender, in the original principal amount of $5,000,000.00 (the “Prior Note”). This Note shall not be construed as payment toward, or a novation or extinguishment of, the obligations arising under the Prior Note, and its issuance shall not affect the priority of any security interest granted in connection with the Prior Note.

[Signature page follows]


Executed and delivered as of the date set forth above.

	INDCO, INC.
	ANTIBODIES INCORPORATED
	PHOSPHOSOLUTIONS LLC
	ECM BIOSCIENCES, LLC
	VIRAQUEST, INC.
	By: /s/ Darren C. Seirer
	Darren C. Seirer, Vice President

	AVES LABS, INC.
	IMMUNOCHEMISTRY TECHNOLOGIES LLC
	IMMUNOBIOSCIENCE CORP.
	By: /s/ Darren C. Seirer
	Darren C. Seirer, President

Signature Page to Amended and Restated Acquisition Note

Exhibit 10.2b

SECOND AMENDED AND RESTATED REVOLVING NOTE

$3,000,000.00	Indianapolis, Indiana
	November 22, 2024

FOR VALUE RECEIVED, INDCO, INC., a Tennessee corporation (“INDCO”), ANTIBODIES INCORPORATED, a California corporation (“Antibodies”), AVES LABS, INC., an Oregon corporation (“Aves”), PHOSPHOSOLUTIONS LLC, a Nevada limited liability company (“PSLLC”), IMMUNOCHEMISTRY TECHNOLOGIES LLC, a Minnesota limited liability company (“ICT”), ECM BIOSCIENCES, LLC, a Kentucky limited liability company (“ECM”), IMMUNOBIOSCIENCE CORP., a Washington corporation (“IBSC”), and VIRAQUEST, INC., an Iowa corporation (“VQ”, and collectively with INDCO, Antibodies, Aves, PSLLC, ICT, ECM, SAH and IBSC, together with their successors and assigns, “Borrowers”), hereby jointly and severally promise to pay to the order of FIRST MERCHANTS BANK, an Indiana bank (“Lender”), the principal sum of Three Million and No/100 Dollars ($3,000,000.00) (or, if less, the unpaid principal balance thereof), together with interest thereon as provided in the Credit Agreement (as defined below). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Credit Agreement.

Unless otherwise required to be paid sooner pursuant to the provisions of the Credit Agreement, the principal indebtedness evidenced hereby shall be payable on the Revolving Loan Maturity Date.

Borrowers jointly and severally promise to pay interest on the unpaid principal amount of each Revolving Loan Advance made by Lender from the date of such Revolving Loan Advance until such principal amount is paid in full at a rate or rates per annum determined in accordance with the terms of the Credit Agreement. Interest hereunder is due and payable at such times and on such dates as set forth in the Credit Agreement.

Both principal and interest are payable in lawful money of the United States of America to Lender, to such domestic account as Lender may designate, in same day funds. At the time of each Revolving Loan Advance, and upon each payment or prepayment of principal of such Revolving Loan Advance, Lender shall make a notation in Lender’s own books and records, in each case specifying the amount of such Revolving Loan Advance or the amount of principal paid or prepaid with respect to such Revolving Loan Advance, or such other information as may be applicable to such Revolving Loan Advance as Lender may, in its discretion, desire to make notation of; provided that the failure of Lender to make any such recordation or notation shall not affect the Obligations of Borrowers hereunder or under the Credit Agreement.

This Second Amended and Restated Revolving Note (this “Note”) is the “Revolving Note” referred to in, and is entitled to the benefits of, the Amended and Restated Credit Agreement dated as of April 25, 2023, as amended from time to time prior to the date hereof (as so amended and as further amended, restated, supplemented or modified from time to time, the “Credit Agreement”), by and among Borrowers, the other Loan Parties party thereto and Lender. The Credit Agreement, among other things, (i) provides for the making of Revolving Loan Advances by Lender to Borrowers from time to time in an aggregate outstanding principal amount not to exceed at any time the face amount of this Note, the indebtedness of Borrowers resulting from each such Revolving Loan Advance being evidenced by this Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments of the principal hereof prior to the maturity hereof, without penalty or premium, upon the terms and conditions therein specified.

This Note amends and, as so amended, restates and replaces in its entirety that certain Amended and Restated Revolving Note dated as of April 25, 2023, executed by certain of the Borrowers in favor of Lender, in the original principal amount of $3,000,000.00 (the “Prior Note”). This Note shall not be construed as payment toward, or a novation or extinguishment of, the obligations arising under the Prior Note, and its issuance shall not affect the priority of any security interest granted in connection with the Prior Note.

[Signature page follows]


Executed and delivered as of the date set forth above.

	INDCO, INC.
	ANTIBODIES INCORPORATED
	PHOSPHOSOLUTIONS LLC
	ECM BIOSCIENCES, LLC
	VIRAQUEST, INC.
	By: /s/ Darren C. Seirer
	Darren C. Seirer, Vice President

	AVES LABS, INC.
	IMMUNOCHEMISTRY TECHNOLOGIES LLC
	IMMUNOBIOSCIENCE CORP.
	By: /s/ Darren C. Seirer
	Darren C. Seirer, President

Signature Page to Second Amended and Restated Revolving Note

Exhibit 10.2c

SECOND AMENDED AND RESTATED TERM A NOTE

$8,612,733.94	Indianapolis, Indiana
	November 22, 2024

FOR VALUE RECEIVED, INDCO, INC., a Tennessee corporation (“INDCO”), ANTIBODIES INCORPORATED, a California corporation (“Antibodies”), AVES LABS, INC., an Oregon corporation (“Aves”), PHOSPHOSOLUTIONS LLC, a Nevada limited liability company (“PSLLC”), IMMUNOCHEMISTRY TECHNOLOGIES LLC, a Minnesota limited liability company (“ICT”), ECM BIOSCIENCES, LLC, a Kentucky limited liability company (“ECM”), IMMUNOBIOSCIENCE CORP., a Washington corporation (“IBSC”), and VIRAQUEST, INC., an Iowa corporation (“VQ”, and collectively with INDCO, Antibodies, Aves, PSLLC, ICT, ECM and IBSC, together with their successors and assigns, “Borrowers”), hereby jointly and severally promise to pay to the order of FIRST MERCHANTS BANK, an Indiana bank (“Lender”), the principal sum of Eight Million Six Hundred Twelve Thousand Seven Hundred Thirty Three and 94/100 Dollars ($8,612,733.94), such amount representing the original aggregate principal amount of Lender’s “Term A Loan” (as defined in the Credit Agreement referred to below), together with interest thereon as provided in the Credit Agreement (as defined below). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Credit Agreement.

Borrowers jointly and severally promise to pay interest on the unpaid principal amount of the Term A Loan made by Lender from the date of the Term A Loan until such principal amount is paid in full at a rate or rates per annum determined in accordance with the terms of the Credit Agreement. Interest hereunder is due and payable at such times and on such dates as set forth in the Credit Agreement.

Both principal and interest are payable in lawful money of the United States of America to Lender, to such domestic account as Lender may designate, in same day funds. At the time of each payment or prepayment of principal of the Term A Loan, Lender shall make a notation in Lender’s own books and records, in each case specifying the amount of principal paid or prepaid with respect to the Term A Loan, or such other information as may be applicable to the Term A Loan as Lender may, in its discretion, desire to make notation of; provided that the failure of Lender to make any such recordation or notation shall not affect the Obligations of Borrowers hereunder or under the Credit Agreement.

This Second Amended and Restated Term A Note (this “Note”) is the “Term A Note” referred to in, and is entitled to the benefits of, the Amended and Restated Credit Agreement dated as of April 25, 2023, as amended from time to time prior to the date hereof (as so amended and as further amended, restated, supplemented or modified from time to time, the “Credit Agreement”), by and among Borrowers, the other Loan Parties party thereto and Lender. The Credit Agreement, among other things, (i) provides for the making of the Term A Loan by Lender to Borrowers in an aggregate amount not to exceed the principal amount of this Note, the indebtedness of Borrowers resulting from the Term A Loan being evidenced by this Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments of the principal hereof prior to the maturity hereof, without penalty or premium, upon the terms and conditions therein specified.

This Note amends and, as so amended, restates and replaces in its entirety that certain Amended and Restated Term A Note dated as of April 25, 2023, executed by certain of the Borrowers in favor of Lender, in the original principal amount of $6,905,000.00 (the “Prior Note”). This Note shall not be construed as payment toward, or a novation or extinguishment of, the obligations arising under the Prior Note, and its issuance shall not affect the priority of any security interest granted in connection with the Prior Note.

[Signature page follows]


Executed and delivered as of the date set forth above.

	INDCO, INC.
	ANTIBODIES INCORPORATED
	PHOSPHOSOLUTIONS LLC
	ECM BIOSCIENCES, LLC
	VIRAQUEST, INC.
	By: /s/ Darren C. Seirer
	Darren C. Seirer, Vice President

	AVES LABS, INC.
	IMMUNOCHEMISTRY TECHNOLOGIES LLC
	IMMUNOBIOSCIENCE CORP.
	By: /s/ Darren C. Seirer
	Darren C. Seirer, President

Signature Page to Second Amended and Restated Term A Note

Exhibit 10.2d

SECOND AMENDED AND RESTATED TERM B NOTE

$620,000.00	Indianapolis, Indiana
	November 22, 2024

FOR VALUE RECEIVED, INDCO, INC., a Tennessee corporation (“INDCO”), ANTIBODIES INCORPORATED, a California corporation (“Antibodies”), AVES LABS, INC., an Oregon corporation (“Aves”), PHOSPHOSOLUTIONS LLC, a Nevada limited liability company (“PSLLC”), IMMUNOCHEMISTRY TECHNOLOGIES LLC, a Minnesota limited liability company (“ICT”), ECM BIOSCIENCES, LLC, a Kentucky limited liability company (“ECM”), IMMUNOBIOSCIENCE CORP., a Washington corporation (“IBSC”), and VIRAQUEST, INC., an Iowa corporation (“VQ”, and collectively with INDCO, Antibodies, Aves, PSLLC, ICT, ECM and IBSC, together with their successors and assigns, “Borrowers”), hereby jointly and severally promise to pay to the order of FIRST MERCHANTS BANK, an Indiana bank (“Lender”), the principal sum of Six Hundred Twenty Thousand and No/100 Dollars ($620,000.00), such amount representing the original aggregate principal amount of Lender’s “Term B Loan” (as defined in the Credit Agreement referred to below), together with interest thereon as provided in the Credit Agreement (as defined below). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Credit Agreement.

Borrowers jointly and severally promise to pay interest on the unpaid principal amount of the Term B Loan made by Lender from the date of the Term B Loan until such principal amount is paid in full at a rate or rates per annum determined in accordance with the terms of the Credit Agreement. Interest hereunder is due and payable at such times and on such dates as set forth in the Credit Agreement.

Both principal and interest are payable in lawful money of the United States of America to Lender, to such domestic account as Lender may designate, in same day funds. At the time of each payment or prepayment of principal of the Term B Loan, Lender shall make a notation in Lender’s own books and records, in each case specifying the amount of principal paid or prepaid with respect to the Term B Loan, or such other information as may be applicable to the Term B Loan as Lender may, in its discretion, desire to make notation of; provided that the failure of Lender to make any such recordation or notation shall not affect the Obligations of Borrowers hereunder or under the Credit Agreement.

This Second Amended and Restated Term B Note (this “Note”) is the “Term B Note” referred to in, and is entitled to the benefits of, the Amended and Restated Credit Agreement dated as of April 25, 2023, as amended from time to time prior to the date hereof (as so amended and as further amended, restated, supplemented or modified from time to time, the “Credit Agreement”), by and among Borrowers, the other Loan Parties party thereto and Lender. The Credit Agreement, among other things, (i) provides for the making of the Term B Loan by Lender to Borrowers in an aggregate amount not to exceed the principal amount of this Note, the indebtedness of Borrowers resulting from the Term B Loan being evidenced by this Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments of the principal hereof prior to the maturity hereof, without penalty or premium, upon the terms and conditions therein specified.

This Note amends and, as so amended, restates and replaces in its entirety that certain Amended and Restated Term B Note dated as of April 25, 2023, executed by certain of the Borrowers in favor of Lender, in the original principal amount of $620,000.00 (the “Prior Note”). This Note shall not be construed as payment toward, or a novation or extinguishment of, the obligations arising under the Prior Note, and its issuance shall not affect the priority of any security interest granted in connection with the Prior Note.

[Signature page follows]


Executed and delivered as of the date set forth above.

	INDCO, INC.
	ANTIBODIES INCORPORATED
	PHOSPHOSOLUTIONS LLC
	ECM BIOSCIENCES, LLC
	VIRAQUEST, INC.
	By: /s/ Darren C. Seirer
	Darren C. Seirer, Vice President

	AVES LABS, INC.
	IMMUNOCHEMISTRY TECHNOLOGIES LLC
	IMMUNOBIOSCIENCE CORP.
	By: /s/ Darren C. Seirer
	Darren C. Seirer, President

Signature Page to Second Amended and Restated Term B Note

Exhibit 31.1

CERTIFICATION

I, Darren Seirer, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Janel Corporation (the “Registrant”);

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent function):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.


Date: February 7, 2025	/s/ Darren C. Seirer
	Darren C. Seirer
	Chairman, President and Chief Executive Officer
	(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION

I, Joseph R. Ferrara, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Janel Corporation (the “Registrant”);

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: February 7, 2025	/s/ Joseph R. Ferrara
	Joseph R. Ferrara
	Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer)

Exhibit 32.1

CERTIFICATION

PURSUANT TO 18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the report on Form 10-Q of Janel Corporation (the “Company”) for the quarter ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Darren Seirer, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 7, 2025	/s/ Darren C. Seirer
	Darren C. Seirer
	Chairman, President and Chief Executive Officer
	(Principal Executive Officer)

The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code) and is not being filed as part of the Report or as a separate disclosure document.

Exhibit 32.2

CERTIFICATION

PURSUANT TO 18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the report on Form 10-Q of Janel Corporation (the “Company”) for the quarter ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph R. Ferrara, Chief Financial Officer, Treasurer and Secretary of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 7, 2025	/s/ Joseph R. Ferrara
	Joseph R. Ferrara
	Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer)

Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Dec. 31, 2024	Feb. 07, 2025
Document Information Line Items
Entity Central Index Key	0001133062
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Dec. 31, 2024
Document Transition Report	false
Entity File Number	333-60608
Entity Registrant Name	JANEL CORPORATION
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	86-1005291
Entity Address, Address Line One	80 Eighth Avenue
Entity Address, State or Province	NY
Entity Address, City or Town	New York
Entity Address, Postal Zip Code	10011
City Area Code	212
Local Phone Number	373-5895
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		1,186,354
Amendment Flag	false
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--09-30

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2024	Sep. 30, 2024
Current Assets:
Cash	$ 2,350	$ 2,832
Accounts receivable, net of allowance for doubtful accounts	33,697	33,815
Inventory, net	4,635	4,478
Prepaid expenses and other current assets	4,642	4,829
Total current assets	45,324	45,954
Property and Equipment, net	5,425	5,492
Other Assets:
Intangible assets, net	24,475	25,117
Goodwill	23,227	23,030
Restricted cash	2,414	250
Investment in marketable securities at fair value	1,913	1,574
Operating lease right of use asset	7,861	8,621
Security deposits and other long-term assets	607	572
Total other assets	60,497	59,164
Total assets	111,246	110,610
Current Liabilities:
Lines of credit	19,687	23,013
Accounts payable - trade	33,151	32,000
Accrued expenses and other current liabilities	6,257	7,489
Dividends payable	2,274	2,271
Current portion of earnout	1,262	1,262
Current portion of long-term debt	1,452	1,276
Current portion of subordinated promissory notes-related party	$ 1,574	$ 1,628
Notes Payable Current Related Party Type Extensible [Enumeration]	Related Party [Member]	Related Party [Member]
Current portion of operating lease liabilities	$ 2,198	$ 2,419
Total current liabilities	67,855	71,358
Other Liabilities:
Long-term debt	7,263	3,028
Long-term portion of earnout	2,165	2,119
Subordinated promissory notes-related party	$ 3,100	$ 3,445
Notes Payable Noncurrent Related Party Type Extensible [Enumeration]	Related Party [Member]	Related Party [Member]
Mandatorily redeemable non-controlling interest	$ 1,529	$ 1,529
Deferred income taxes	2,514	2,514
Long-term operating lease liabilities	6,338	6,585
Other liabilities	529	531
Total other liabilities	23,438	19,751
Total liabilities	91,293	91,109
Stockholders' Equity:
Common stock, $0.001 par value; 4,500,000 shares authorized, 1,206,354 issued and 1,186,354 outstanding as of December 31, 2024 and September 30, 2024	1	1
Paid-in capital	16,877	17,084
Common treasury stock, at cost, 20,000 shares	(240)	(240)
Accumulated earnings	3,315	2,656
Total stockholders’ equity	19,953	19,501
Total liabilities and stockholders’ equity	111,246	110,610
Series C [Member]
Current Liabilities:
Dividends payable	2,274	2,271
Stockholders' Equity:
Series C 30,000 shares authorized and 11,368 shares issued and outstanding at December 31, 2024 and September 30, 2024, liquidation value of $7,959 and $7,957 at December 31, 2024 and September 30, 2024, respectively	$ 0	$ 0

CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands	Dec. 31, 2024	Sep. 30, 2024
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	100,000	100,000
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	4,500,000	4,500,000
Common stock, shares issued (in shares)	1,206,354	1,206,354
Common stock, shares outstanding (in shares)	1,186,354	1,186,354
Common treasury stock, at cost	20,000	20,000
Series C [Member]
Preferred stock, shares authorized (in shares)	30,000	30,000
Preferred Stock, shares issued (in shares)	11,368	11,368
Preferred stock, shares outstanding (in shares)	11,368	11,368
Preferred stock, liquidation value (in Dollars)	$ 7,959	$ 7,957

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Revenues:
Total Revenues	$ 51,354	$ 41,035
Forwarding expenses and cost of revenues:
Total forwarding expenses and cost of revenues	36,212	26,890
Gross profit	15,142	14,145
Operating Expenses:
Selling, general and administrative	13,292	12,605
Amortization of intangible assets	641	538
Total Operating Expenses	13,933	13,143
Income from Operations	1,209	1,002
Other Items:
Interest expense	(666)	(524)
Other income (expense)	314	(10)
Income Before Income Taxes	857	468
Income tax expense	(198)	(192)
Net Income	659	276
Preferred stock dividends	(86)	(72)
Non-controlling interest dividends	(243)	0
Net Income Available to Common Stockholders	$ 330	$ 204
Net income per share:
Basic (in Dollars per share)	$ 0.56	$ 0.23
Diluted (in Dollars per share)	0.55	0.23
Net income per share attributable to common stockholders:
Basic (in Dollars per share)	0.29	0.17
Diluted (in Dollars per share)	$ 0.28	$ 0.17
Weighted average number of shares outstanding:
Basic (in Shares)	1,186,300	1,186,300
Diluted (in Shares)	1,205,400	1,202,100
Logistics [Member]
Revenues:
Total Revenues	$ 46,086	$ 35,215
Forwarding expenses and cost of revenues:
Total forwarding expenses and cost of revenues	34,708	25,214
Life Sciences and Manufacturing [Member]
Revenues:
Total Revenues	5,268	5,820
Forwarding expenses and cost of revenues:
Total forwarding expenses and cost of revenues	$ 1,504	$ 1,676

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Preferred Stock [Member]	Common Stock [Member]	Paid-in Capital [Member]	Common Treasury Stock [Member]	Accumulated Earnings [Member]	Total
Balance (in Shares) at Sep. 30, 2023	11,368	1,206,354		20,000
Balance at Sep. 30, 2023	$ 0	$ 1	$ 17,107	$ (240)	$ 2,105	$ 18,973
Net Income	0	0	0	0	276	276
Dividends to preferred stockholders	0	0	(72)	0	0	(72)
Dividends to preferred stockholders	0	0		0
Stock based compensation	$ 0	$ 0	68	$ 0	0	68
Balance (in Shares) at Dec. 31, 2023	11,368	1,206,354		20,000
Balance at Dec. 31, 2023	$ 0	$ 1	17,103	$ (240)	2,381	19,245
Balance (in Shares) at Sep. 30, 2024	11,368	1,206,354		20,000
Balance at Sep. 30, 2024	$ 0	$ 1	17,084	$ (240)	2,656	19,501
Net Income	0	0	0	0	659	659
Dividends to preferred stockholders	0	0	(86)	0	0	(86)
Dividends to preferred stockholders	0	0		0
Dividends to non-controlling interest	$ 0	$ 0	(243)	$ 0	0	(243)
Dividends to non-controlling interest (in Shares)	0	0		0
Stock based compensation	$ 0	$ 0	122	$ 0	0	122
Balance (in Shares) at Dec. 31, 2024	11,368	1,206,354		20,000
Balance at Dec. 31, 2024	$ 0	$ 1	$ 16,877	$ (240)	$ 3,315	$ 19,953

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Cash flows from operating activities:
Net income	$ 659	$ 276
Adjustments to reconcile net income to net cash provided by operating activities:
(Recovery of) Provision for uncollectible accounts	36	(153)
Depreciation	159	130
Amortization of intangible assets	641	538
Amortization of acquired inventory valuation	69	83
Amortization of loan costs	57	26
Stock-based compensation	122	71
Unrealized (gain) loss on marketable securities	(303)	709
Change in fair value of mandatorily redeemable noncontrolling interest	0	146
Fair value adjustments of contingent earnout liabilities	94	405
Gain on extinguishment	0	(21)
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable	82	1,706
Inventory	(225)	139
Prepaid expenses and other current assets	187	616
Security deposits and other long-term assets	(36)	130
Accounts payable and accrued expenses	(79)	(1,876)
Other liabilities	291	81
Net cash provided by operating activities	1,754	3,006
Cash flows from investing activities:
Acquisition of property and equipment, net of disposals	(91)	(53)
Investment in marketable securities (net of dividends)	(36)	0
Acquisitions	(197)	0
Net cash used in investing activities	(324)	(53)
Cash flows from financing activities:
Proceeds from (Repayments) of term loan	4,397	(612)
Proceeds from (Payments to) Lines of credit, net	330	(2,707)
Repayment of subordinate promissory notes, net	(448)	(516)
Repayment of acquisition loan	(3,700)	0
Dividends paid to non-controlling interest	(243)	0
Dividends paid to preferred shareholders	(84)	0
Net cash provided by (used in) financing activities	252	(3,835)
Net increase (decrease) in cash	1,682	(882)
Cash at beginning of the period	3,082	2,461
Cash and restricted cash at end of period	4,764	1,579
Cash paid during the period for:
Interest	503	511
Income taxes	(20)	156
Non-cash financing activities:
Dividends declared to preferred stockholders	$ 86	$ 72

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Dec. 31, 2024

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES [Abstract]

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Business Description

Restricted Cash

The Company considers all highly liquid investments with an original maturity of three months or less, when purchased, to be cash equivalents.

Revenues and revenue recognition

Logistics

	Three Months Ended December 31,
	2024		2023
Service Type
Trucking	$	17,720	$	17,997
Ocean		13,163		6,448
Air		7,676		6,711
Customs brokerage and other		7,527		4,059
Total		46,086		35,215

Life Sciences and Manufacturing

ACQUISITIONS AND INVESTMENTS	3 Months Ended
ACQUISITIONS AND INVESTMENTS	Dec. 31, 2024
ACQUISITIONS AND INVESTMENTS [Abstract]
ACQUISITIONS AND INVESTMENTS	2. ACQUISITIONS AND INVESTMENTS Fiscal 2024 Acquisitions On June 5, 2024, the Company completed a business combination whereby it acquired a majority ownership position in Airschott, Inc. (“Airschott”), a non-asset-based freight forwarder and customs broker, for an aggregate purchase price of $5,810. At closing, the Company purchased 80% of the outstanding stock of Airschott for $3,600 in cash, a $1,200 floating-rate seller’s note, and net liabilities assumed of $170. The Company also agreed to purchase the remaining 20% of Airschott stock in three years for deferred consideration of the greater of 20% of 1.25 times the trailing twelve months gross profit of Airschott and $1,200. The acquisition was funded by our existing acquisition draw facility with First Merchants Bank (“First Merchants”) and through our existing asset-backed facility with Santander Bank, N.A. (“Santander”). In connection with the combination, the Company recorded an aggregate of $1,661 in goodwill and $4,320 in other identifiable intangibles. Subsequently, the Company recorded a deferred tax liability of $977. In the three months ended December 31, 2024, an additional payment of $197 made on liabilities that existed prior to the date of acquisition, increasing the goodwill related to the acquisition by the same amounts. Supplemental pro forma information has not been provided as the acquisition did not have a significant impact on Janel’s consolidated results of operations, individually or in aggregate. Airschott was founded in 1977 and is headquartered in Dulles, Virginia. The acquisition of Airschott was completed to expand our service offerings in our Logistics segment. Life Sciences On February 1, 2024, the Company completed a business combination whereby it acquired all the outstanding stock of ViraQuest, Inc. (“ViraQuest”) for an aggregate purchase price of $635, net of $29 cash received. At closing, $600 was paid in cash and $64 was recorded as a preliminary earnout consideration. The acquisition was funded with cash provided by operating activities, and the results of operations of ViraQuest are included in Janel’s consolidated results of operations since the date of the acquisition. In connection with the combination, the Company recorded an aggregate of $74 in goodwill and $412 in other identifiable intangibles. Supplemental pro forma information has not been provided as the acquisition did not have a significant impact on Janel’s consolidated results of operations, individually or in aggregate. ViraQuest is a biotechnology custom service provider specializing in adenovirus production services. ViraQuest was founded in 2000 and was headquartered in North Liberty, Iowa. The acquisition of ViraQuest was completed to expand our service offerings in our Life Sciences segment. Fiscal 2023 Acquisitions Life Sciences On March 2, 2023, the Company completed a business combination whereby it acquired all of the outstanding stock of Stephen Hall PhD, Ltd. (“SH”) for an aggregate purchase price of $600. At closing, $500 was paid in cash and $100 was due to the former stockholder of SH as a deferred acquisition payment upon integration. The acquisition was funded with cash provided by normal operations, and the results of operations of SH are included in Janel’s consolidated results of operations since the date of the acquisition. In connection with the combination, the Company recorded an aggregate of $181 in goodwill and $202 in other identifiable intangibles. SH is a developer and manufacturer of antibodies and cell culture media for research and diagnostic uses. SH was founded in 2011 and is headquartered in Lafayette, Indiana. The acquisition of SH was completed to expand our product offerings in our Life Sciences segment. On May 22, 2023, the Company acquired all the rights, title and interests to a royalty agreement for certain antibody products for a purchase price of $500. The Company recorded this acquisition as a royalty asset, which is included in intangible assets in the accompanying consolidated balance sheet (reclassed from Security deposits and other long-term assets in fiscal year 2024) and will be amortized over the estimated life of ten years. Investment in Marketable Securities *at fair value* As of each of December 31, 2024 and September 30, 2024, the Company owned 1,108,000 shares, or approximately 46.6%, of the common stock of Rubicon Technology, Inc. (“Rubicon”). Rubicon is an advanced materials provider specializing in monocrystalline sapphire for applications in optical and industrial systems. The purpose of our investment in Rubicon was for Janel to acquire a significant ownership interest in Rubicon, together with representation on Rubicon’s Board, in an attempt to (i) restructure the Rubicon business to achieve profitability and (ii) assist Rubicon in utilizing its net operating loss carry-forward assets.

INVENTORY

3 Months Ended

Dec. 31, 2024

INVENTORY [Abstract]

INVENTORY

3. INVENTORY

Inventories consisted of the following (in thousands):

	December 31, 2024			September 30, 2024
Finished goods	$	1,914		$	1,860
Work-in-process		1,193			1,236
Raw materials		1,926			1,884
Gross inventory		5,033			4,980
Less – reserve for inventory valuation		(398	)		(502	)
Inventory net	$	4,635		$	4,478

INTANGIBLE ASSETS

3 Months Ended

Dec. 31, 2024

INTANGIBLE ASSETS [Abstract]

INTANGIBLE ASSETS

4.	INTANGIBLE ASSETS

A summary of intangible assets and the estimated useful lives used in the computation of amortization is as follows (in thousands):

	December 31, 2024			September 30, 2024			Life
Customer relationships	$	29,790		$	29,790			10-24 Years
Trademarks/names		4,661			4,661			1-20 Years
Trademarks/names		521			521			Indefinite
Other		2,007			2,007			2-22 Years
		36,979			36,979
Less: Accumulated Amortization		(12,504	)		(11,862	)
Intangible assets, net	$	24,475		$	25,117

The composition of the intangible assets balance at December 31, 2024 and September 30, 2024 is as follows (in thousands):

	December 31, 2024			September 30, 2024
Logistics	$	22,494		$	22,494
Life Sciences		6,785			6,785
Manufacturing		7,700			7,700
		36,979			36,979
Less: Accumulated Amortization		(12,504	)		(11,862	)
Intangible assets, net	$	24,475		$	25,117

Amortization expense for the three months ended December 31, 2024 and 2023 was $641 and $538, respectively.

GOODWILL

3 Months Ended

Dec. 31, 2024

GOODWILL [Abstract]

GOODWILL

5. GOODWILL

The Company’s goodwill carrying amounts relate to acquisitions in the Logistics, Life Sciences and Manufacturing business segments.

The composition of the goodwill balance at December 31, 2024 and September 30, 2024 was as follows (in thousands):

	December 31, 2024		September 30, 2024
Logistics	$	12,010	$	11,813
Life Sciences		6,171		6,171
Manufacturing		5,046		5,046
Total	$	23,227	$	23,030

NOTES PAYABLE – BANKS

3 Months Ended

Dec. 31, 2024

NOTES PAYABLE – BANKS [Abstract]

NOTES PAYABLE – BANKS

6. NOTES PAYABLE – BANKS

Logistics

Santander Bank Facility

The Company was in compliance with the financial covenants defined in the Santander Loan Agreement at both December 31, 2024 and September 30, 2024.

Life Sciences and Manufacturing

First Merchants Bank Credit Facility

On February 29, 2016, Indco entered into a Credit Agreement (as amended, the “Prior First Merchants Credit Agreement”) with First Merchants.

The Company was in compliance with the financial covenants defined in the First Merchants Credit Agreement at both December 31, 2024 and September 30, 2024.

(in thousands)	December 31, 2024			September 30, 2024
Total Debt	$	8,715		$	4,304
Less Current Portion		(1,452	)		(1,276	)
Long-term Portion	$	7,263		$	3,028

SUBORDINATED PROMISSORY NOTES - RELATED PARTY

3 Months Ended

Dec. 31, 2024

SUBORDINATED PROMISSORY NOTES - RELATED PARTY [Abstract]

SUBORDINATED PROMISSORY NOTES - RELATED PARTY

7. SUBORDINATED PROMISSORY NOTES - RELATED PARTY

(A) ICT Subordinated Promissory Note

The ICT Subordinated Promissory Note was subordinated to and junior in right of payment for principal interest premiums and other amounts payable to Santander and First Merchants.

As of September 30, 2024, the amount outstanding under the ICT Subordinated Promissory Note was $55, all of which is included in the current portion of subordinated promissory notes.

(B) ELFS Subordinated Promissory Notes

The table below sets forth the total long-term portion of subordinated promissory notes (in thousands):

(in thousands)	December 31, 2024			September 30, 2024
Total subordinated promissory notes	$	4,674		$	5,073
Less current portion of subordinated promissory notes		(1,574	)		(1,628	)
Long-term portion of subordinated promissory notes	$	3,100		$	3,445

STOCKHOLDERS' EQUITY	3 Months Ended
STOCKHOLDERS' EQUITY	Dec. 31, 2024
STOCKHOLDERS' EQUITY [Abstract]
STOCKHOLDERS' EQUITY	8. STOCKHOLDERS’ EQUITY (in thousands, except share and per share data) Janel is authorized to issue 4,500,000 shares of common stock, par value $0.001. In addition, the Company is authorized to issue 100,000 shares of preferred stock, par value $0.001. The preferred stock is issuable in series with such voting rights, if any, designations, powers, preferences and other rights and such qualifications, limitations and restrictions as may be determined by the Company’s Board of Directors or a duly authorized committee thereof, without stockholder approval. The Board of Directors may fix the number of shares constituting each series and increase or decrease the number of shares of any series. (A) Preferred Stock Series C Cumulative Preferred Stock Shares of the Company’s Series C Cumulative Preferred Stock (the “Series C Stock”) are entitled to receive annual dividends at a rate of 5% per annum of the original issuance price of $500, when and if declared by the Company’s Board of Directors, and increased by 1% on January 1, 2024. Such rate is to increase on each January 1 thereafter for four years to a maximum rate of 9%. The dividend rate of the Series C Stock as of December 31, 2024 and September 30, 2024 was 6%. In the event of liquidation, holders of Series C Stock shall be paid an amount equal to the original issuance price, plus any accrued dividends thereon. Shares of Series C Stock may be redeemed by the Company at any time upon notice and payment of the original issuance price, plus any accrued dividends thereon. The liquidation value of Series C Stock was $7,959 and $7,957 as of December 31, 2024 and September 30, 2024, respectively. For the three months ended December 31, 2024 and 2023, the Company declared dividends on Series C Stock of $86 and $72, respectively. At December 31, 2024 and September 30, 2024, the Company had accrued dividends of $2,274 and $2,271, respectively. (B) Equity Incentive Plan On October 30, 2013, the board of directors of the Company adopted the Company’s 2013 Non-Qualified Stock Option Plan (the “2013 Option Plan”) providing for options to purchase up to 100,000 shares of common stock for issuance to directors, officers, employees of and consultants to the Company and its subsidiaries. On May 12, 2017, the Company adopted the 2017 Equity Incentive Plan (the “2017 Plan”) pursuant to which the Company may grant (i) incentive stock options, (ii) non-statutory stock options, (iii) restricted stock awards and (iv) stock appreciation rights with respect to shares of the Company’s common stock, par value of $0.001 per share (“Common Stock”), to directors, officers, employees of and consultants to the Company. On September 21, 2021, the Board of Directors of the Company adopted the Amended and Restated 2017 Janel Corporation Equity Incentive Plan (the “Amended Plan”) pursuant to which the Company may grant non-statutory stock options, restricted stock awards and stock appreciation rights of Common Stock to employees, directors and consultants to the Company and its subsidiaries. The Amended Plan increased the number of shares of Common Stock that may be issued pursuant to the Amended Plan from 100,000 to 200,000 shares of Common Stock of the Company and reflected certain other non-substantive amendments. Participants and all terms of any grant under the Amended Plan are in the discretion of the Company’s Compensation Committee.

STOCK-BASED COMPENSATION

3 Months Ended

Dec. 31, 2024

STOCK-BASED COMPENSATION [Abstract]

STOCK-BASED COMPENSATION

9. STOCK-BASED COMPENSATION

(in thousands, except share and per share data)

Options

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding balance at September 30, 2024		49,993	$	25.31		6.9	$	864.92
Granted		12,500	$	40.50		5.5	$	—
Outstanding balance at December 31, 2024		62,493	$	28.35		7.2	$	864.92
Exercisable at December 31, 2024		27,493	$	13.88		5.2	$	718.04

Liability classified share-based awards

During the three months ended December 31, 2024 and fiscal year ended September 30, 2024, there were no options granted and no options were exercised with respect to Indco’s common stock.

INCOME PER COMMON SHARE

3 Months Ended

Dec. 31, 2024

INCOME PER COMMON SHARE [Abstract]

INCOME PER COMMON SHARE

10. INCOME PER COMMON SHARE

The following table provides a reconciliation of the basic and diluted earnings per share (“EPS”) computations for the three months ended December 31, 2024 and 2023:

	Three Months Ended December 31,
(in thousands, except per share data)	2024			2023
Income:
Net income	$	659		$	276
Preferred stock dividends		(86	)		(72	)
Non-controlling interest dividends		(243	)		—
Net income available to common stockholders	$	330		$	204

Common Shares:
Basic - weighted average common shares		1,186.3			1,186.3
Effect of dilutive securities:
Stock options		19.1			15.8
Diluted - weighted average common stock		1,205.4			1,202.1

Income per Common Share:
Basic -
Net income	$	0.56		$	0.23
Preferred stock dividends		(0.07	)		(0.06	)
Non-controlling interest dividends		(0.20	)		—
Net income available to common stockholders	$	0.29		$	0.17
Diluted -
Net income	$	0.55		$	0.23
Preferred stock dividends		(0.07	)		(0.06	)
Non-controlling interest dividends		(0.20	)		—
Net income available to common stockholders	$	0.28		$	0.17

INCOME TAXES

3 Months Ended

Dec. 31, 2024

INCOME TAXES [Abstract]

INCOME TAXES

11. INCOME TAXES

	Three Months Ended December 31,
	2024			2023
Federal taxes at statutory rates	$	(180	)	$	(98	)
Permanent differences		50			(58	)
State and local taxes, net of Federal benefit		(68	)		(36	)
Total Income tax expense	$	(198	)	$	(192	)

BUSINESS SEGMENT INFORMATION

3 Months Ended

Dec. 31, 2024

BUSINESS SEGMENT INFORMATION [Abstract]

BUSINESS SEGMENT INFORMATION

12. BUSINESS SEGMENT INFORMATION

As referenced above in Note 1, the Company operates in three reportable segments: Logistics, Life Sciences and Manufacturing.

For the three months ended December 31, 2024 (in thousands)	Consolidated		Logistics		Life Sciences		Manufacturing		Corporate
Revenues	$	51,354	$	46,086	$	2,983	$	2,285	$	—
Forwarding expenses and cost of revenues		36,212		34,708		450		1,054		—
Gross profit		15,142		11,378		2,533		1,231		—
Selling, general and administrative		13,292		9,368		1,999		941		984
Amortization of intangible assets		641		—		—		—		641
Income (loss) from operations		1,209		2,010		534		290		(1,625	)
Interest expense		666		484		117		65		—
Identifiable assets		111,246		43,491		11,358		3,914		52,483
Capital expenditures, net of disposals	$	91	$	11	$	78	$	2	$	—

For the three months ended December 31, 2023 (in thousands)	Consolidated		Logistics		Life Sciences		Manufacturing		Corporate
Revenues	$	41,035	$	35,215	$	3,481	$	2,339	$	—
Forwarding expenses and cost of revenues		26,890		25,214		606		1,070		—
Gross profit		14,145		10,001		2,875		1,269		—
Selling, general and administrative		12,605		8,865		1,750		784		1,206
Amortization of intangible assets		538		—		—		—		538
Income (loss) from operations		1,002		1,136		1,125		485		(1,744	)
Interest expense		524		357		78		89		—
Identifiable assets		91,502		31,128		11,786		3,875		44,713
Capital expenditures, net of disposals	$	53	$	18	$	35	$	—	$	—

FAIR VALUE MEASUREMENTS

3 Months Ended

Dec. 31, 2024

FAIR VALUE MEASUREMENTS [Abstract]

FAIR VALUE MEASUREMENTS

13. FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements

The following table presents the Company’s assets that are measured at fair value on a recurring basis based on the three-level valuation hierarchy (in thousands):

Assets	December 31, 2024		September 30, 2024
Level 1 Investment in Rubicon at fair value	$	1,828	$	1,518
Level 1 Investment in other marketable securities at fair value		85		56
Total Investment in marketable securities at fair value		1,913		1,574

	December 31, 2024		September 30, 2024
Balance beginning of period	$	1,518	$	1,573
Fair value adjustment to Rubicon investment		310		(55	)
Balance end of period	$	1,828	$	1,518

The following table presents the Company’s liabilities that are measured at fair value on a recurring basis based on the three-level valuation hierarchy (in thousands):

Contingent earnout liabilities	December 31, 2024		September 30, 2024
Level 1 Contingent earnout liabilities	$	2,130	$	2,100
Level 3 Contingent earnout liabilities		1,297		1,281
Total	$	3,427	$	3,381

	December 31, 2024		September 30, 2024
Balance beginning of period	$	3,381	$	2,330
Fair value of contingent consideration recorded in connection with business combinations		—		1,017
Earnout payment		—		(740	)
Fair value adjustment of contingent earnout liabilities		46		774
Balance end of period	$	3,427	$	3,381

LEASES

3 Months Ended

Dec. 31, 2024

LEASES [Abstract]

LEASES

14.

LEASES

The Company’s agreements with lease and non-lease components are all each accounted for as a single lease component.

The components of lease cost for the three-month periods ended December 31, 2024 and 2023 are as follows (in thousands):

	Three Months Ended December 31,
	2024		2023
Operating lease cost	$	655	$	599
Short-term lease cost		52		100
Total lease cost	$	707	$	699

Rent expense for the three months ended December 31, 2024 and 2023 was $707 and $699, respectively.

Operating lease right of use assets, current portion of operating lease liabilities and long-term operating lease liabilities reported in the condensed consolidated balance sheets for operating leases as of September 30, 2024 were $8,621, $2,419 and $6,585, respectively.

Future minimum lease payments under non-cancelable operating leases as of December 31, 2024 are as follows (in thousands):

2025	$	2,767
2026		2,416
2027		1,650
2028		1,367
2029		624
Thereafter		1,200
Total undiscounted loan payments		10,024
Less: imputed interest		(1,488	)
Total lease obligation	$	8,536

SUBSEQUENT EVENTS	3 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2024
Subsequent Event [Line Items]
SUBSEQUENT EVENTS	15. SUBSEQUENT EVENTS On January 14, 2025, two minority owners of Indco exercised 21,778 and 13,829 options to purchase Indco’s common stock at an average exercise price of $11.60 and $13.19, respectively for an aggregate purchase price of $253 and $182, respectively. In conjunction with the exercise, Indco issued related party promissory notes to the two minority owners for amounts totaling the aggregate purchase price. The notes will be included in other long-term assets. As a result of the exercise of options to purchase Indco’s stock, the mandatorily redeemable non-controlling interest percentage was 14.35% as of the exercise date. On January 16, 2025 Antibodies Incorporated, a subsidiary of the Company, issued a Promissory Note to a third-party borrower for principal of $450 at an effective interest rate of 8.00% with a maturity date of January 16, 2027. The borrower has the option to borrow an additional $490.

Accounting Policies, by Policy (Policies)

3 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Restricted Cash

The Company considers all highly liquid investments with an original maturity of three months or less, when purchased, to be cash equivalents.

Revenue and revenue recognition

Revenues and revenue recognition

Logistics

	Three Months Ended December 31,
	2024		2023
Service Type
Trucking	$	17,720	$	17,997
Ocean		13,163		6,448
Air		7,676		6,711
Customs brokerage and other		7,527		4,059
Total		46,086		35,215

Life Sciences and Manufacturing

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Dec. 31, 2024

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES [Abstract]

Disaggregation of Revenue

A summary of the Company’s revenues disaggregated by major service lines for the three months ended December 31, 2024 and 2023 was as follows (in thousands):

	Three Months Ended December 31,
	2024		2023
Service Type
Trucking	$	17,720	$	17,997
Ocean		13,163		6,448
Air		7,676		6,711
Customs brokerage and other		7,527		4,059
Total		46,086		35,215

INVENTORY (Tables)

3 Months Ended

Dec. 31, 2024

INVENTORY [Abstract]

Inventories

Inventories consisted of the following (in thousands):

	December 31, 2024			September 30, 2024
Finished goods	$	1,914		$	1,860
Work-in-process		1,193			1,236
Raw materials		1,926			1,884
Gross inventory		5,033			4,980
Less – reserve for inventory valuation		(398	)		(502	)
Inventory net	$	4,635		$	4,478

INTANGIBLE ASSETS (Tables)

3 Months Ended

Dec. 31, 2024

INTANGIBLE ASSETS [Abstract]

Intangible Assets and Estimated Useful Lives used in the Computation of Amortization

A summary of intangible assets and the estimated useful lives used in the computation of amortization is as follows (in thousands):

	December 31, 2024			September 30, 2024			Life
Customer relationships	$	29,790		$	29,790			10-24 Years
Trademarks/names		4,661			4,661			1-20 Years
Trademarks/names		521			521			Indefinite
Other		2,007			2,007			2-22 Years
		36,979			36,979
Less: Accumulated Amortization		(12,504	)		(11,862	)
Intangible assets, net	$	24,475		$	25,117

The composition of the intangible assets balance at December 31, 2024 and September 30, 2024 is as follows (in thousands):

	December 31, 2024			September 30, 2024
Logistics	$	22,494		$	22,494
Life Sciences		6,785			6,785
Manufacturing		7,700			7,700
		36,979			36,979
Less: Accumulated Amortization		(12,504	)		(11,862	)
Intangible assets, net	$	24,475		$	25,117

GOODWILL (Tables)

3 Months Ended

Dec. 31, 2024

GOODWILL [Abstract]

Composition of Goodwill

The composition of the goodwill balance at December 31, 2024 and September 30, 2024 was as follows (in thousands):

	December 31, 2024		September 30, 2024
Logistics	$	12,010	$	11,813
Life Sciences		6,171		6,171
Manufacturing		5,046		5,046
Total	$	23,227	$	23,030

NOTES PAYABLE – BANKS (Tables)

3 Months Ended

Dec. 31, 2024

NOTES PAYABLE – BANKS [Abstract]

Schedule of Debt

(in thousands)	December 31, 2024			September 30, 2024
Total Debt	$	8,715		$	4,304
Less Current Portion		(1,452	)		(1,276	)
Long-term Portion	$	7,263		$	3,028

SUBORDINATED PROMISSORY NOTES - RELATED PARTY (Tables)

3 Months Ended

Dec. 31, 2024

SUBORDINATED PROMISSORY NOTES - RELATED PARTY [Abstract]

Amounts Outstanding

The table below sets forth the total long-term portion of subordinated promissory notes (in thousands):

(in thousands)	December 31, 2024			September 30, 2024
Total subordinated promissory notes	$	4,674		$	5,073
Less current portion of subordinated promissory notes		(1,574	)		(1,628	)
Long-term portion of subordinated promissory notes	$	3,100		$	3,445

STOCK-BASED COMPENSATION (Tables)

3 Months Ended

Dec. 31, 2024

STOCK-BASED COMPENSATION [Abstract]

Activity of Stock Options

Options

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding balance at September 30, 2024		49,993	$	25.31		6.9	$	864.92
Granted		12,500	$	40.50		5.5	$	—
Outstanding balance at December 31, 2024		62,493	$	28.35		7.2	$	864.92
Exercisable at December 31, 2024		27,493	$	13.88		5.2	$	718.04

INCOME PER COMMON SHARE (Tables)

3 Months Ended

Dec. 31, 2024

INCOME PER COMMON SHARE [Abstract]

Reconciliation of Basic and Diluted Earnings Per Share

The following table provides a reconciliation of the basic and diluted earnings per share (“EPS”) computations for the three months ended December 31, 2024 and 2023:

	Three Months Ended December 31,
(in thousands, except per share data)	2024			2023
Income:
Net income	$	659		$	276
Preferred stock dividends		(86	)		(72	)
Non-controlling interest dividends		(243	)		—
Net income available to common stockholders	$	330		$	204

Common Shares:
Basic - weighted average common shares		1,186.3			1,186.3
Effect of dilutive securities:
Stock options		19.1			15.8
Diluted - weighted average common stock		1,205.4			1,202.1

Income per Common Share:
Basic -
Net income	$	0.56		$	0.23
Preferred stock dividends		(0.07	)		(0.06	)
Non-controlling interest dividends		(0.20	)		—
Net income available to common stockholders	$	0.29		$	0.17
Diluted -
Net income	$	0.55		$	0.23
Preferred stock dividends		(0.07	)		(0.06	)
Non-controlling interest dividends		(0.20	)		—
Net income available to common stockholders	$	0.28		$	0.17

INCOME TAXES (Tables)

3 Months Ended

Dec. 31, 2024

INCOME TAXES [Abstract]

Income Tax Reconciliation

	Three Months Ended December 31,
	2024			2023
Federal taxes at statutory rates	$	(180	)	$	(98	)
Permanent differences		50			(58	)
State and local taxes, net of Federal benefit		(68	)		(36	)
Total Income tax expense	$	(198	)	$	(192	)

BUSINESS SEGMENT INFORMATION (Tables)

3 Months Ended

Dec. 31, 2024

BUSINESS SEGMENT INFORMATION [Abstract]

Segment Reporting Information by Segment

For the three months ended December 31, 2024 (in thousands)	Consolidated		Logistics		Life Sciences		Manufacturing		Corporate
Revenues	$	51,354	$	46,086	$	2,983	$	2,285	$	—
Forwarding expenses and cost of revenues		36,212		34,708		450		1,054		—
Gross profit		15,142		11,378		2,533		1,231		—
Selling, general and administrative		13,292		9,368		1,999		941		984
Amortization of intangible assets		641		—		—		—		641
Income (loss) from operations		1,209		2,010		534		290		(1,625	)
Interest expense		666		484		117		65		—
Identifiable assets		111,246		43,491		11,358		3,914		52,483
Capital expenditures, net of disposals	$	91	$	11	$	78	$	2	$	—

For the three months ended December 31, 2023 (in thousands)	Consolidated		Logistics		Life Sciences		Manufacturing		Corporate
Revenues	$	41,035	$	35,215	$	3,481	$	2,339	$	—
Forwarding expenses and cost of revenues		26,890		25,214		606		1,070		—
Gross profit		14,145		10,001		2,875		1,269		—
Selling, general and administrative		12,605		8,865		1,750		784		1,206
Amortization of intangible assets		538		—		—		—		538
Income (loss) from operations		1,002		1,136		1,125		485		(1,744	)
Interest expense		524		357		78		89		—
Identifiable assets		91,502		31,128		11,786		3,875		44,713
Capital expenditures, net of disposals	$	53	$	18	$	35	$	—	$	—

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Dec. 31, 2024

FAIR VALUE MEASUREMENTS [Abstract]

Assets and Liabilities Measured at Fair Value on Recurring Basis

The following table presents the Company’s assets that are measured at fair value on a recurring basis based on the three-level valuation hierarchy (in thousands):

Assets	December 31, 2024		September 30, 2024
Level 1 Investment in Rubicon at fair value	$	1,828	$	1,518
Level 1 Investment in other marketable securities at fair value		85		56
Total Investment in marketable securities at fair value		1,913		1,574

The following table presents the Company’s liabilities that are measured at fair value on a recurring basis based on the three-level valuation hierarchy (in thousands):

Contingent earnout liabilities	December 31, 2024		September 30, 2024
Level 1 Contingent earnout liabilities	$	2,130	$	2,100
Level 3 Contingent earnout liabilities		1,297		1,281
Total	$	3,427	$	3,381

Changes in Fair Value of Investment in Rubicon Measured at Fair Value on Recurring Basis Utilizing Level 1 Assumptions

	December 31, 2024		September 30, 2024
Balance beginning of period	$	1,518	$	1,573
Fair value adjustment to Rubicon investment		310		(55	)
Balance end of period	$	1,828	$	1,518

Changes in Fair Value of Contingent Earnout Liabilities Measured at Fair Value on Recurring Basis Utilizing Level 1 and Level 3 Assumptions

	December 31, 2024		September 30, 2024
Balance beginning of period	$	3,381	$	2,330
Fair value of contingent consideration recorded in connection with business combinations		—		1,017
Earnout payment		—		(740	)
Fair value adjustment of contingent earnout liabilities		46		774
Balance end of period	$	3,427	$	3,381

LEASES (Tables)

3 Months Ended

Dec. 31, 2024

LEASES [Abstract]

Components of Lease Cost

The components of lease cost for the three-month periods ended December 31, 2024 and 2023 are as follows (in thousands):

	Three Months Ended December 31,
	2024		2023
Operating lease cost	$	655	$	599
Short-term lease cost		52		100
Total lease cost	$	707	$	699

Future Minimum Lease Payments for Operating Leases

Future minimum lease payments under non-cancelable operating leases as of December 31, 2024 are as follows (in thousands):

2025	$	2,767
2026		2,416
2027		1,650
2028		1,367
2029		624
Thereafter		1,200
Total undiscounted loan payments		10,024
Less: imputed interest		(1,488	)
Total lease obligation	$	8,536

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands	3 Months Ended
	Dec. 31, 2024 USD ($) Segment Category	Sep. 30, 2024 USD ($)
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Number of reportable segments (in Segment) \| Segment	3
Restricted cash deposits	$ 2,414	$ 250
Deposit Into Restricted Cash Account	$ 2,164
Logistics [Member]
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Number of primary service categories (in Category) \| Category	4

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Disaggregation of Revenue (Details) - Logistics [Member] - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Disaggregation of Revenue [Line Items]
Revenues	$ 46,086	$ 35,215
Trucking [Member]
Disaggregation of Revenue [Line Items]
Revenues	17,720	17,997
Ocean [Member]
Disaggregation of Revenue [Line Items]
Revenues	13,163	6,448
Air [Member]
Disaggregation of Revenue [Line Items]
Revenues	7,676	6,711
Custom brokerage and other [Member]
Disaggregation of Revenue [Line Items]
Revenues	$ 7,527	$ 4,059

ACQUISITIONS AND INVESTMENTS (Details) - USD ($) $ in Thousands					3 Months Ended
	Jun. 05, 2024	Feb. 01, 2024	May 22, 2023	Mar. 02, 2023	Dec. 31, 2024	Dec. 31, 2023	Sep. 30, 2024
Business Acquisition [Line Items]
Goodwill					$ 23,227		$ 23,030
Additional payment					$ 197	$ 0
Airschott [Member]
Business Acquisition [Line Items]
Aggregate purchase price	$ 5,810
Percentage of outstanding stock purchased at closing	80.00%
Consideration paid in cash	$ 3,600
Floating rate sellers note	1,200
Net liabilities assumed	$ 170
Remaining percentage agreed to purchase	20.00%
Period agreed for acquiring remaining percentage of acquiree	3 years				3 years
Maximum threshold percentage agreed to paid as deferred consideration	20.00%
Gross profit rate for determining deferred compensation	1.25
Gross profit trailing period for deferred consideration	12 months				12 months
Deferred consideration	$ 1,200
Goodwill	1,661
Identifiable intangibles	4,320
Deferred tax liability	$ 977
Additional payment					$ 197
ViraQuest [Member]
Business Acquisition [Line Items]
Aggregate purchase price		$ 635
Consideration paid in cash		600
Goodwill		74
Identifiable intangibles		412
Consideration transferred, cash received		29
Fair value of consideration transferred		$ 64
SH [Member]
Business Acquisition [Line Items]
Aggregate purchase price				$ 600
Consideration paid in cash				500
Deferred consideration				100
Goodwill				181
Identifiable intangibles				$ 202
Rubicon Technology, Inc. [Member]
Business Acquisition [Line Items]
Number of shares of common stock owned (in Shares)					1,108,000		1,108,000
Percentage of ownership by parent					46.60%		46.60%
Royalty Agreement Asset [Member]
Business Acquisition [Line Items]
Purchase price			$ 500

INVENTORY - INVENTORY (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Sep. 30, 2024
INVENTORY [Abstract]
Finished goods	$ 1,914	$ 1,860
Work-in-process	1,193	1,236
Raw materials	1,926	1,884
Gross inventory	5,033	4,980
Less – reserve for inventory valuation	(398)	(502)
Inventory net	$ 4,635	$ 4,478

INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	3 Months Ended
INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
INTANGIBLE ASSETS [Abstract]
Amortization expense	$ 641	$ 538

INTANGIBLE ASSETS - Intangible Assets and Estimated Useful Lives used in the Computation of Amortization (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Sep. 30, 2024
INTANGIBLE ASSETS - Intangible Assets and Estimated Useful Lives used in the Computation of Amortization (Details) [Line Items]
Intangible assets, gross	$ 36,979	$ 36,979
Less: Accumulated Amortization	(12,504)	(11,862)
Intangible assets, net	24,475	25,117
Customer Relationships [Member]
INTANGIBLE ASSETS - Intangible Assets and Estimated Useful Lives used in the Computation of Amortization (Details) [Line Items]
Finite lived intangible assets, gross	29,790	29,790
Trademarks and Trade Names [Member]
INTANGIBLE ASSETS - Intangible Assets and Estimated Useful Lives used in the Computation of Amortization (Details) [Line Items]
Finite lived intangible assets, gross	4,661	4,661
Indefinite-lived intangible assets, gross	521	521
Other [Member]
INTANGIBLE ASSETS - Intangible Assets and Estimated Useful Lives used in the Computation of Amortization (Details) [Line Items]
Finite lived intangible assets, gross	$ 2,007	2,007
Minimum [Member] \| Customer Relationships [Member]
INTANGIBLE ASSETS - Intangible Assets and Estimated Useful Lives used in the Computation of Amortization (Details) [Line Items]
Life	10 years
Minimum [Member] \| Trademarks and Trade Names [Member]
INTANGIBLE ASSETS - Intangible Assets and Estimated Useful Lives used in the Computation of Amortization (Details) [Line Items]
Life	1 year
Minimum [Member] \| Other [Member]
INTANGIBLE ASSETS - Intangible Assets and Estimated Useful Lives used in the Computation of Amortization (Details) [Line Items]
Life	2 years
Maximum [Member] \| Customer Relationships [Member]
INTANGIBLE ASSETS - Intangible Assets and Estimated Useful Lives used in the Computation of Amortization (Details) [Line Items]
Life	24 years
Maximum [Member] \| Trademarks and Trade Names [Member]
INTANGIBLE ASSETS - Intangible Assets and Estimated Useful Lives used in the Computation of Amortization (Details) [Line Items]
Life	20 years
Maximum [Member] \| Other [Member]
INTANGIBLE ASSETS - Intangible Assets and Estimated Useful Lives used in the Computation of Amortization (Details) [Line Items]
Life	22 years
Logistics [Member]
INTANGIBLE ASSETS - Intangible Assets and Estimated Useful Lives used in the Computation of Amortization (Details) [Line Items]
Intangible assets, gross	$ 22,494	22,494
Life Sciences [Member]
INTANGIBLE ASSETS - Intangible Assets and Estimated Useful Lives used in the Computation of Amortization (Details) [Line Items]
Intangible assets, gross	6,785	6,785
Manufacturing [Member]
INTANGIBLE ASSETS - Intangible Assets and Estimated Useful Lives used in the Computation of Amortization (Details) [Line Items]
Intangible assets, gross	$ 7,700	$ 7,700

GOODWILL - Composition of Goodwill (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Sep. 30, 2024
Business Combination Segment Allocation [Line Items]
Goodwill	$ 23,227	$ 23,030
Logistics [Member]
Business Combination Segment Allocation [Line Items]
Goodwill	12,010	11,813
Life Sciences [Member]
Business Combination Segment Allocation [Line Items]
Goodwill	6,171	6,171
Manufacturing [Member]
Business Combination Segment Allocation [Line Items]
Goodwill	$ 5,046	$ 5,046

NOTES PAYABLE – BANKS (Details) - USD ($) $ in Thousands			3 Months Ended
NOTES PAYABLE – BANKS (Details) - USD ($) $ in Thousands	Nov. 22, 2024	Jan. 10, 2024	Dec. 31, 2024	Nov. 01, 2024	Oct. 31, 2024	Sep. 30, 2024	Aug. 22, 2023	Apr. 25, 2023	Jan. 30, 2023	Jan. 29, 2023
Santander Bank Facility [Member]
Debt Instrument [Line Items]
Maturity date of facility			Sep. 21, 2026
Percentage of accounts receivable				90.00%					90.00%	85.00%
Maximum borrowing capacity				$ 35,000		$ 35,000
Variable rate term			one-month
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]			SOFR
Basis spread on variable rate			2.75%
Permitted distribution				3,000	$ 1,000
Indebtedness guaranty				5,000	$ 2,920
Outstanding borrowings				$ 18,094		$ 19,313
Percentage of outstanding borrowings				51.70%		55.20%
Effective interest rate				7.05%		7.65%
Revolving Loan [Member]
Debt Instrument [Line Items]
Maturity date of facility			Nov. 22, 2029
Maximum borrowing capacity								$ 3,000
Variable rate term			one-month
Effective interest rate						7.82%
EBITDA ratio			1.75
Outstanding borrowings			$ 1,593
Acquisition Loan [Member]
Debt Instrument [Line Items]
Maturity date of facility			Nov. 22, 2031
Maximum borrowing capacity								5,000
Variable rate term			one-month
EBITDA ratio			1.75
Term Loan A [Member]
Debt Instrument [Line Items]
Maturity date of facility			Nov. 22, 2029
Maximum borrowing capacity								6,905
Variable rate term			one-month
Effective interest rate			7.87%			7.82%
Incremental increase of term loan	$ 1,000
EBITDA ratio			1.75
Outstanding borrowings			$ 8,540			$ 4,028
Term Loan B [Member]
Debt Instrument [Line Items]
Maturity date of facility			Jul. 01, 2025
Maximum borrowing capacity								$ 620
Effective interest rate			4.19%			4.19%
Interest rate percentage								4.19%
Outstanding borrowings			$ 579			$ 585
First Merchants Bank Amended Credit Facility [Member]
Debt Instrument [Line Items]
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]			SOFR
Maturity term of facility		14 days
Capitalized loan fees			$ 404			$ 309
Acquisition Loan A [Member]
Debt Instrument [Line Items]
Effective interest rate						7.82%
Extinguishment of credit facilities	3,700
Outstanding borrowings			$ 0			$ 3,700
Term Loan B [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 7,000
Effective interest rate			7.87%
Outstanding borrowings			$ 0
Maximum [Member] \| Santander Bank Facility [Member]
Debt Instrument [Line Items]
Face amount of debt							$ 4,000
Maximum [Member] \| Revolving Loan [Member]
Debt Instrument [Line Items]
Basis spread on variable rate			3.50%
Maximum [Member] \| Acquisition Loan [Member]
Debt Instrument [Line Items]
Basis spread on variable rate			3.50%
Maximum [Member] \| Term Loan A [Member]
Debt Instrument [Line Items]
Basis spread on variable rate			3.50%
Minimum [Member] \| Revolving Loan [Member]
Debt Instrument [Line Items]
Basis spread on variable rate			2.75%
Minimum [Member] \| Acquisition Loan [Member]
Debt Instrument [Line Items]
Basis spread on variable rate			2.75%
Minimum [Member] \| Term Loan A [Member]
Debt Instrument [Line Items]
Basis spread on variable rate			2.75%
Minimum [Member] \| First Merchants Bank Amended Credit Facility [Member]
Debt Instrument [Line Items]
Base amount		$ 1,000

NOTES PAYABLE – BANKS - Schedule of Debt (Details) - First Merchants Bank Amended Credit Facility [Member] - USD ($) $ in Thousands	Dec. 31, 2024	Sep. 30, 2024
Debt Instrument [Line Items]
Total Debt	$ 8,715	$ 4,304
Less Current Portion	(1,452)	(1,276)
Long-term Portion	$ 7,263	$ 3,028

SUBORDINATED PROMISSORY NOTES - RELATED PARTY (Details) $ in Thousands		1 Months Ended	3 Months Ended
	Dec. 01, 2023 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2024 USD ($) Installment Note qtr	Sep. 30, 2024 USD ($)
ICT Subordinated Promissory Note [Member] \| Aves Labs, Inc. [Member]
Related Party Transaction [Line Items]
Annual fixed interest rate percentage			0.50%
Face amount of debt			$ 1,850
Number of consecutive installments (in Installment) \| Installment			16
Frequency of periodic payment			quarterly
Debt instrument maturity date			Dec. 04, 2024
Outstanding amount				$ 55
ELFS Subordinated Promissory Notes [Member] \| Janel Group, Inc. [Member]
Related Party Transaction [Line Items]
Annual fixed interest rate percentage			4.00%
Face amount of debt			$ 6,000
Number of consecutive installments (in Installment) \| Installment			12
Frequency of periodic payment			quarterly
Outstanding amount			$ 3,674	3,918
Number of subordinated promissory notes (in Note) \| Note			4
Number of consecutive calendar quarters of payment from October 15, 2021 (in qtr) \| qtr			8
Number of consecutive calendar quarters of payment from October 15, 2023 (in qtr) \| qtr			12
Long-term portion of subordinated promissory notes		$ 5,100	$ 2,500	2,745
Working capital adjustment	$ 900	$ (900)
Debt maturity extension	2 years
Increase in working capital adjustment	$ 6,000
Subordinated net outstanding amount	4,654
Unamortized debt discount	921
Gain on extinguishment of debt	$ 21
Current portion of subordinated promissory notes			1,174	1,173
Airschott Subordinated Promissory Note [Member] \| Janel Group, Inc. [Member]
Related Party Transaction [Line Items]
Face amount of debt			$ 1,200
Number of consecutive installments (in Installment) \| Installment			12
Frequency of periodic payment			quarterly
Outstanding amount			$ 1,000	1,100
Long-term portion of subordinated promissory notes			600	700
Current portion of subordinated promissory notes			$ 400	$ 400
Basis spread on variable rate			2.00%
Outstanding borrowings			$ 100

SUBORDINATED PROMISSORY NOTES - RELATED PARTY - Amounts Outstanding (Details) - ICT and ELFS Subordinated Promissory Notes [Member] - Subsidiary of Common Parent [Member] - USD ($) $ in Thousands	Dec. 31, 2024	Sep. 30, 2024
Related Party Transaction [Line Items]
Total subordinated promissory notes	$ 4,674	$ 5,073
Less current portion of subordinated promissory notes	(1,574)	(1,628)
Long-term portion of subordinated promissory notes	$ 3,100	$ 3,445

STOCKHOLDERS' EQUITY - Shares Authorized and Par Value (Details) - $ / shares	Dec. 31, 2024	Sep. 30, 2024
Class of Stock [Line Items]
Common stock, shares authorized (in Shares)	4,500,000	4,500,000
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in Shares)	100,000	100,000
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001

STOCKHOLDERS' EQUITY - Preferred Stock (Details) - Series C Cumulative Preferred Stock [Member] - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		12 Months Ended
	Oct. 16, 2017	Dec. 31, 2024	Dec. 31, 2023	Sep. 30, 2024
Class of Stock [Line Items]
Preferred stock, dividend rate	5.00%	6.00%		6.00%
Share price (in Dollars per share)	$ 500
Annual increase in dividend rate	1.00%
Period of increase in dividend rate		4 years
Preferred stock, liquidation preference, value		$ 7,959		$ 7,957
Dividends declared		86	$ 72
Accrued dividends		$ 2,274		$ 2,271
Maximum [Member]
Class of Stock [Line Items]
Preferred stock, dividend rate		9.00%

STOCKHOLDERS' EQUITY - Equity Incentive Plan (Details) - $ / shares	Sep. 21, 2021	May 17, 2017	May 12, 2017	Oct. 30, 2013
Non Qualified Stock Option Plan [Member]
Class of Stock [Line Items]
Number of shares to be issued under equity incentive plan (in Shares)				100,000
2017 Plan [Member]
Class of Stock [Line Items]
Number of shares to be issued under equity incentive plan (in Shares)		100,000
Common stock, par value (in Dollars per share)			$ 0.001
Amended 2017 Plan [Member]
Class of Stock [Line Items]
Number of shares to be issued under equity incentive plan (in Shares)	200,000

STOCK-BASED COMPENSATION (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Sep. 30, 2024
Selling, General and Administrative Expenses [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation (in Dollars)	$ 122	$ 68
Employee [Member] \| Stock Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share price (in Dollars per share)	$ 40
Total unrecognized compensation expense (in Dollars)	$ 367
Granted (in shares)	12,500
Indco [Member] \| Stock Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares)	0		0
Exercised (in shares)	0		0

STOCK-BASED COMPENSATION - Activity of Stock Options (Details) - Employee [Member] - Stock Options [Member] - USD ($)		3 Months Ended
	Sep. 30, 2024	Dec. 31, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding, beginning balance	49,993
Outstanding, beginning balance	$ 25.31
Outstanding	6 years 10 months 24 days	7 years 2 months 12 days
Outstanding, beginning balance	$ 864,920
Granted		12,500
Granted		$ 40.5
Granted		5 years 6 months
Outstanding, ending balance		62,493
Outstanding, ending balance		$ 28.35
Outstanding, ending balance		$ 864,920
Exercisable ending balance		27,493
Exercisable, ending balance		$ 13.88
Exercisable		5 years 2 months 12 days
Exercisable ending balance		$ 718,040.00

INCOME PER COMMON SHARE (Details) - shares	3 Months Ended
INCOME PER COMMON SHARE (Details) - shares	Dec. 31, 2024	Dec. 31, 2023
INCOME PER COMMON SHARE [Abstract]
Number of dilutive securities (in shares)	22,500	22,500

INCOME PER COMMON SHARE - Reconciliation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Income:
Net income (in Dollars)	$ 659	$ 276
Preferred stock dividends (in Dollars)	(86)	(72)
Non-controlling interest dividends (in Dollars)	(243)	0
Net income available to common stockholders (in Dollars)	$ 330	$ 204
Common Shares:
Basic - weighted average common shares (in Shares)	1,186,300	1,186,300
Stock options (in Shares)	19,100	15,800
Diluted - weighted average common stock (in Shares)	1,205,400	1,202,100
Income per Common Share:
Net income	$ 0.56	$ 0.23
Preferred stock dividends (in dollars per share)	(0.07)	(0.06)
Non-controlling interest dividends (in dollars per share)	(0.2)	0
Net income available to common stockholders	0.29	0.17
Net income	0.55	0.23
Preferred stock dividends (in dollars per share)	(0.07)	(0.06)
Non-controlling interest dividends (in dollars per share)	(0.2)	0
Net income available to common stockholders	$ 0.28	$ 0.17

INCOME TAXES - Income Tax Reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Reconciliation of Income Tax [Abstract]
Federal taxes at statutory rates	$ (180)	$ (98)
Permanent differences	50	(58)
State and local taxes, net of Federal benefit	(68)	(36)
Total Income tax expense	$ (198)	$ (192)

BUSINESS SEGMENT INFORMATION (Details)	3 Months Ended
BUSINESS SEGMENT INFORMATION (Details)	Dec. 31, 2024 Segment
BUSINESS SEGMENT INFORMATION [Abstract]
Number of reportable segments	3

BUSINESS SEGMENT INFORMATION - Segment Reporting Information by Segment (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Sep. 30, 2024
Segment Reporting Information [Line Items]
Revenues	$ 51,354	$ 41,035
Forwarding expenses and cost of revenues	36,212	26,890
Gross profit	15,142	14,145
Selling, general and administrative	13,292	12,605
Amortization of intangible assets	641	538
Income from Operations	1,209	1,002
Interest expense	666	524
Identifiable assets	111,246	91,502	$ 110,610
Capital expenditures, net of disposals	91	53
Corporate [Member]
Segment Reporting Information [Line Items]
Revenues	0	0
Forwarding expenses and cost of revenues	0	0
Gross profit	0	0
Selling, general and administrative	984	1,206
Amortization of intangible assets	641	538
Income from Operations	(1,625)	(1,744)
Interest expense	0	0
Identifiable assets	52,483	44,713
Capital expenditures, net of disposals	0	0
Logistics [Member] \| Reportable Segment [Member]
Segment Reporting Information [Line Items]
Revenues	46,086	35,215
Forwarding expenses and cost of revenues	34,708	25,214
Gross profit	11,378	10,001
Selling, general and administrative	9,368	8,865
Amortization of intangible assets	0	0
Income from Operations	2,010	1,136
Interest expense	484	357
Identifiable assets	43,491	31,128
Capital expenditures, net of disposals	11	18
Life Sciences [Member] \| Reportable Segment [Member]
Segment Reporting Information [Line Items]
Revenues	2,983	3,481
Forwarding expenses and cost of revenues	450	606
Gross profit	2,533	2,875
Selling, general and administrative	1,999	1,750
Amortization of intangible assets	0	0
Income from Operations	534	1,125
Interest expense	117	78
Identifiable assets	11,358	11,786
Capital expenditures, net of disposals	78	35
Manufacturing [Member] \| Reportable Segment [Member]
Segment Reporting Information [Line Items]
Revenues	2,285	2,339
Forwarding expenses and cost of revenues	1,054	1,070
Gross profit	1,231	1,269
Selling, general and administrative	941	784
Amortization of intangible assets	0	0
Income from Operations	290	485
Interest expense	65	89
Identifiable assets	3,914	3,875
Capital expenditures, net of disposals	$ 2	$ 0

FAIR VALUE MEASUREMENTS (Details) - USD ($) $ / shares in Units, $ in Thousands				3 Months Ended
	Jun. 05, 2024	Oct. 23, 2023	Aug. 19, 2022	Dec. 31, 2024	Dec. 31, 2023	Sep. 30, 2024	Dec. 01, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Common stock, par value (in Dollars per share)				$ 0.001		$ 0.001
Contingent earnout liability, current				$ 1,262		$ 1,262
Contingent earnout liability, noncurrent				$ 2,165		$ 2,119
Airschott [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Remaining percentage agreed to purchase	20.00%
Period agreed for acquiring remaining percentage of acquiree	3 years			3 years
Maximum threshold percentage agreed to purchase as deferred consideration	20.00%
Gross profit rate for determining deferred compensation	1.25
Gross profit trailing period for deferred consideration	12 months			12 months
Floating rate sellers note	$ 1,200
ELFS Subordinated Promissory Notes [Member] \| Janel Group, Inc. [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fixed earnout payments							$ 1,078
Rubicon Technology, Inc. [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Common stock shares acquired (in Shares)			1,108,000
Common stock, par value (in Dollars per share)			$ 0.001
Share price (in Dollars per share)			$ 20
Percentage of issued and outstanding shares of Rubicon				46.60%		46.60%
Fair value adjustments to Rubicon investment		$ 709
Dividend Declared Q1 2023 [Member] \| Rubicon Technology, Inc. [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Dividend declared date				Oct. 04, 2023
Cash dividend (in Dollars per share)					$ 1.1
Dividend record date				Oct. 16, 2023
Dividends paid date				Oct. 23, 2023
Dividends received		$ 1,219

FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring Basis [Member] - USD ($) $ in Thousands	Dec. 31, 2024	Sep. 30, 2024
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent earnout liabilities	$ 3,427	$ 3,381
Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investment in Rubicon at fair value	1,828	1,518
Investment in other marketable securities at fair value	85	56
Total Investment in marketable securities at fair value	1,913	1,574
Contingent earnout liabilities	2,130	2,100
Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent earnout liabilities	$ 1,297	$ 1,281

FAIR VALUE MEASUREMENTS - Changes in Fair Value of Investment in Rubicon Measured at Fair Value on Recurring Basis Utilizing Level 1 Assumptions (Details) - Recurring Basis [Member] - Level 1 [Member] - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2024	Sep. 30, 2024
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Balance beginning of period	$ 1,518	$ 1,573
Fair value adjustment to Rubicon investment	310	(55)
Balance end of period	$ 1,828	$ 1,518

FAIR VALUE MEASUREMENTS - Changes in Fair Value of Contingent Earnout Liabilities Measured at Fair Value on Recurring Basis Utilizing Level 1 and Level 3 Assumptions (Details) - Recurring [Member] - Contingent Earnout Liabilities [Member] - Level 1 and Level 3 [Member] - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2024	Sep. 30, 2024
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance beginning of period	$ 3,381	$ 2,330
Fair value of contingent consideration recorded in connection with business combinations	0	1,017
Earnout payment	0	(740)
Fair value adjustment of contingent earnout liabilities	46	774
Balance end of period	$ 3,427	$ 3,381

LEASES (Details) - USD ($) $ in Thousands	3 Months Ended
LEASES (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Sep. 30, 2024
Lessee, Lease, Description [Line Items]
Rent expense	$ 707	$ 699
Right of use assets	7,861		$ 8,621
Current portion of operating lease liabilities	2,198		2,419
Long-term lease liabilities	6,338		$ 6,585
Increase in operating lease right-of-use assets	$ 59
Weighted-average remaining lease term - operating leases	5 years 2 months 12 days		5 years 3 months 18 days
Weighted-average discount rate - operating leases	6.23%		5.72%
Minimum [Member]
Lessee, Lease, Description [Line Items]
Operating lease term	1 month
Maximum [Member]
Lessee, Lease, Description [Line Items]
Operating lease term	110 months

LEASES - Components of Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Lease Cost [Abstract]
Operating lease cost	$ 655	$ 599
Short-term lease cost	52	100
Total lease cost	$ 707	$ 699

LEASES - Future Minimum Lease Payments for Operating Leases (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Future Minimum Lease Commitments under Non-cancellable Leases [Abstract]
2025	$ 2,767
2026	2,416
2027	1,650
2028	1,367
2029	624
Thereafter	1,200
Total undiscounted loan payments	10,024
Less: imputed interest	(1,488)
Total lease obligation	$ 8,536

SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] $ / shares in Units, $ in Thousands	Jan. 16, 2025 USD ($)	Jan. 14, 2025 USD ($) Owner $ / shares shares
Subsequent Event [Line Items]
Principal amount	$ 450
Interest rate	8.00%
Maturity date	Jan. 16, 2027
Unused borrowing capacity	$ 490
Indco [Member]
Subsequent Event [Line Items]
Number of minority owners exercised options to purchase common stock (in Owner) \| Owner		2
Minority interest		14.35%
Minority Owner [Member] \| Related Party [Member]
Subsequent Event [Line Items]
Number of options exercised to purchase common stock (in Shares) \| shares		21,778
Exercise price (in Dollars per share) \| $ / shares		$ 11.6
Aggregate purchase price		$ 253
Minority Owner [Member] \| Related Party [Member]
Subsequent Event [Line Items]
Number of options exercised to purchase common stock (in Shares) \| shares		13,829
Exercise price (in Dollars per share) \| $ / shares		$ 13.19
Aggregate purchase price		$ 182

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JANL Janel Corporation (PK)