JANONE INC. : Unregistered Sale of Equity Securities, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year (form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 above is incorporated by reference into this item 3.02.

There is no established trading market for the shares of Series S Preferred Stock, and we do not expect a market to develop. We do not intend to apply for a listing for the Series S Preferred Stock on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of shares of Series S Preferred Stock will be limited.

The shares of Series S Stock and, as relevant, the underlying shares of our common stock, were offered, issued, and sold in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 1.01 above is incorporated by reference into this item 5.03.

JanOne 8-K Soin Transaction December 28, 2022.2 2
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