UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 2930, 2025

JANEL CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	333-60608	86-1005291
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)	Identification No.)

80 Eighth Avenue, New York, New York 10011

(Address of Principal Executive Offices)

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

Inapplicable

(Former Name or Former Address if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⁭☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⁭☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⁭☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⁭☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐

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

Title of each class	Trading symbol	Name of each exchange on which registered
N/A	N/A	N/A

Item 14.01. ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant.

~~Senior~~On, ~~Credit~~and ~~Facility~~effective as of, December 30, 2025, the Audit Committee (the “Committee”) of the Board of Directors of Janel Corporation (the “Company”) approved the dismissal of Prager Metis CPAs, LLC (“Prager”) as the Company’s independent registered public accounting firm. Also on, and ~~Refinancing~~effective as of, ~~Existing~~December ~~Senior~~30, ~~Debt~~2025, the Committee approved the engagement of Baker Tilly US, LLP (“Baker Tilly”) as the Company’s independent registered public accounting firm for the Company’s fiscal year 2026 audit.

OnThe ~~December~~audit ~~29,~~reports ~~2025~~of ~~(the~~Prager ~~“Closing~~on ~~Date”), Janel Corporation (~~the “Company~~”),~~’s ~~Janel~~financial ~~Group~~statements ~~LLC~~as ~~and certain other subsidiaries~~ of ~~the~~and ~~Company,~~for ~~as borrowers (collectively,~~ the ~~“Borrowers”)~~fiscal ~~and~~years ~~guarantors~~ended ~~(together~~September ~~with the Company~~30, ~~the~~2025 ~~“Guarantors”~~ and ~~together~~September ~~with the Borrowers~~30, ~~the~~2024 ~~“Janel~~did ~~Obligors”),~~not ~~entered~~contain ~~into~~an adverse ~~that~~opinion ~~certain~~or ~~senior~~disclaimer ~~secured~~of ~~Credit Agreement with Santander Bank~~opinion, ~~N.A.,~~nor aswere ~~administrative~~they ~~agent~~qualified ~~(the “Administrative~~or ~~Agent”),~~modified ~~Santander Bank, N.A.,~~ as joint lead arranger, First Merchants Bank as joint lead arranger, and the lenders party thereto (the “Senior Credit Agreement”), providing for revolving, term loan and acquisition credit facilities aggregating a principal up to ~~$59~~uncertainty,~~120,000~~ ~~(the~~audit ~~“Senior~~scope ~~Credit~~or ~~Facility”)~~accounting principles.

ADuring ~~portion of~~ the ~~proceeds~~fiscal ofyears ~~the~~ended ~~Senior Credit Facility were used to repay all outstanding obligations under (i) that certain Amended and Restated Loan and Security Agreement dated as of~~ September 2130, ~~2021,~~2025 ~~as amended, by~~ and ~~among~~September ~~Santander Bank~~30, ~~N.A.~~2024 and in the ~~wholly-owned~~subsequent ~~subsidiaries~~period ~~that~~through ~~comprise~~December ~~the~~30, ~~Company’s Logistics segment~~2025, ~~with~~there ~~the~~were: ~~Company~~(i) asno a“disagreements” (within ~~guarantor,~~the ~~with~~meaning ~~respect~~of toItem 304(a)(1)(iv) ~~revolving~~of ~~line~~Regulation ofS-K ~~credit facility~~and (the ~~“Santander~~related ~~Facility”~~instructions) ~~and~~between ~~(ii)~~the ~~that~~Company ~~certain Amended~~ and ~~Restated~~Prager ~~Credit~~on ~~Agreement~~any ~~dated~~matter as of ~~April~~accounting ~~25,~~principles ~~2023~~or practices, asfinancial ~~amended~~statement disclosure, byor ~~and~~auditing ~~among~~scope ~~First~~or ~~Merchants Bank~~procedures, ~~Indco~~which disagreements, ~~Inc.~~if ~~and~~not ~~certain~~resolved ~~other~~to ~~subsidiaries~~Prager’s ofsatisfaction, ~~the~~would ~~Company~~have ~~that~~caused ~~are~~Prager ~~part~~to ofmake ~~the Life~~reference ~~Sciences~~thereto in its reports; and ~~Manufacturing~~(ii) ~~segments,~~no ~~with~~“reportable ~~respect~~events” to(within ~~certain~~the ~~term~~meaning ~~loan~~of ~~and~~Item ~~acquisitions~~304(a)(1)(v) ~~credit~~of ~~facilities~~Regulation S-K).

The ~~Senior~~Company ~~Credit~~provided ~~Facility~~Prager ~~provides~~with ~~for~~a ~~(i)~~copy ~~revolving commitments~~ of ~~$40,000,000~~ ~~for~~this ~~revolving~~current ~~loans~~report ~~(the~~on ~~“Revolving~~Form ~~Facility”),~~8-K ~~(ii)~~and arequested ~~Term~~that ~~Loan~~Prager infurnish the ~~principal~~ ~~amount~~Company ofwith ~~$6,000,000 funded on the Closing Date (the “Term Loan”), (iii)~~ a ~~Mortgage~~letter ~~Loan~~addressed into the ~~principal~~Securities and ~~amount~~Exchange ofCommission ~~$3,120,000~~stating ~~funded~~whether onPrager ~~the~~agreed ~~Closing~~with ~~Date (~~the ~~“Mortgage~~statements ~~Loan”),~~made ~~(iv)~~by ~~an acquisition loan commitment of up to $10,000,000 for~~ the ~~funding~~Company ofset ~~acquisition~~forth ~~term~~above. ~~loans~~A ~~for~~copy ~~a period~~ of 24Prager’s ~~months~~letter, ~~following~~dated ~~the~~January ~~Closing Date (the “Acquisition Facility”)~~5, ~~and~~2026 ~~(v)~~is ~~incremental~~attached ~~commitments~~as inExhibit an16.1 ~~aggregate principal amount of up~~ to ~~$15,000,000~~this ~~for~~Current ~~the~~Report ~~funding~~on ofForm ~~additional acquisition term loans during the Acquisition Facility draw period (“Incremental Commitments”)~~8-K.

~~Borrowings~~During ~~under~~ the ~~Revolving~~fiscal ~~Facility~~years ~~are~~ended ~~limited~~September to30, ~~the~~2025 ~~lesser~~and ofSeptember 30, 2024 neither the ~~aggregate~~Company, ~~revolving~~nor ~~commitments~~anyone ~~and~~on abehalf ~~borrowing~~of ~~base~~the ~~determined~~Company, ~~based~~consulted ~~upon~~Baker Tilly regarding: (i) an ~~advance~~the ~~rate~~application ~~ranging~~of ~~from~~accounting ~~85%~~principles to ~~90%~~a ~~times~~specified transaction (either completed or proposed), or the ~~amount~~type of ~~eligible~~audit ~~accounts~~opinion ~~receivable~~that ofmight be rendered on the ~~Borrowers~~Company’s financial statements, and ~~(ii)~~neither ana ~~advance~~written ~~rate~~report ofnor ~~50%~~oral ~~times~~advice was provided to the ~~value~~Company ofthat ~~eligible~~Baker ~~inventory~~Tilly ofconcluded was an important factor considered by the ~~Borrowers~~Company ~~(subject~~in toreaching ana ~~inventory~~decision ~~cap~~as ofto $5the accounting,~~000,000~~ auditing or financial reporting issue; or (ii), ~~and~~any ~~all~~ matter that was either the subject toof ~~customary~~a “disagreement” ~~reserves~~(within ~~and~~the ~~adjustments~~meaning ~~set~~of ~~forth~~Item in304(a)(1)(iv) of Regulation S-K) or a “reportable event” (within the ~~Senor~~meaning ~~Credit~~of ~~Agreement~~Item 304(a)(1)(v) of Regulation S-K.

~~Interest~~Item accrues at an annual rate equal to either a base rate or, at the election of the Borrowers, term SOFR for the applicable interest period elected by the Borrowers plus an applicable margin ranging from 19.~~7% to 3~~01.0% ~~based~~Financial ~~upon~~Statements ~~the~~and ~~consolidated senior leverage ratio of the Company~~Exhibits.

~~All~~(d) obligations under the Senior Credit Facility are secured by substantially all the real and personal property of the Janel Obligors. All obligations under the Senior Credit Facility are senior in right of payment and lien priority to all subordinated debt of the Janel Obligors; provided that the Janel Obligors may make certain payments of subordinated debt if certain payment conditions under the Senior Credit Agreement are met and such payments are permitted pursuant to any applicable subordination agreement or subordination terms.Exhibits

~~The~~Exhibit Senior Credit Agreement contains customary affirmative and negative covenants, including restrictions on debt incurrence, liens, prepayments of debt, investments, acquisitions, sales of assets, mergers and consolidations and payment of dividends and distributions to holders of the Company’s common and preferred stock subject to customary exceptions and baskets, including unlimited baskets for investments and dividends and distributions if certain payment conditions under the Senior Credit Agreement are metNo. Description

The Senior Credit Agreement includes financial covenants requiring the Company to maintain (i) a minimum consolidated fixed charge coverage ratio as of the end of any fiscal quarter of 1.20:1.00, (ii) a maximum consolidated leverage ratio as of the end of any fiscal quarter of 4.50:1.00 and (iii) a maximum consolidated secured leverage ratio as of the end of any fiscal quarter of 3.50:1.00.

16.1	Letter from Prager Metis CPAs, LLC to the Securities and Exchange Commission, dated as of January 5, 2026.
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

Borrowings under the Senior Credit Facility may be prepaid at any time without premium or penalty and are subject to mandatory prepayment from net proceeds of equity and debt issuances, assets dispositions, casualty events and certain extraordinary receipts.

The Senior Credit Facility matures on December 29, 2030.

This description of the Senior Credit Facility does not purport to be complete and is qualified in its entirety by reference to the full text of the Senior Credit Agreement, which will be filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2025 and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

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.

		JANEL CORPORATION
		(Registrant)
Date: January 2, 2026	By:	/s/ Nathan Shandy
Date: January 5, 2026	By:	/s/ Nathan Shandy
		Chief Financial Officer, Treasurer and Secretary

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