Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As of January 31, 2023 (the date of this Current Report on Form 8-K), JanOne Inc. ("we" or "us") believes that we presently comply with Nasdaq's Listing Rule 5550(b)(1) that requires us to maintain a minimum of $2,500,000 in stockholders' equity for continued listing. Our compliance is a result of the December 28, 2022 transaction, wherein we acquired Soin Therapeutics LLC via a reverse triangular merger. As previously disclosed, we issued 100,000 shares of our Series S Convertible Preferred Stock as consideration for the acquisition.

At October 1, 2022 (the end of our third fiscal quarter), our total stockholders' equity was approximately $1.15 million,. Solely by virtue of the Soin Therapeutics LLC transaction, our estimated pro forma total stockholders' equity at October 1, 2022, would have been greater than $2.5 million. Accordingly, we are again in compliance with Nasdaq's Listing Rule 5550(b)(1).

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