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): ~~April~~May 16, 2022

ALJ Regional Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-37689	13-4082185
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

244 Madison Avenue, PMB #358 New York, NY		10016
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (888) 486-7775

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

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

Title of class of registered securities Common Stock, par value $0.01 per share

Ticker Symbol

ALJJ

Name of exchange on which registered

NASDAQ

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 (see General Instructions A.2. below):

☐	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. ☐

Item 52.02~~(e)Departure~~ ofResults ~~Directors or Certain Officers; Election~~ of ~~Directors;~~Operations ~~Appointment~~and ofFinancial ~~Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

~~Ravich~~On ~~Sale~~May ~~Bonus~~16, ~~Release~~2022, ~~Agreement~~ALJ Regional Holdings, Inc. (the “Company”) issued a press release announcing its earnings for the second quarter ended March 31, 2022. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

OnItem ~~April 16, 2022, in connection with completion of the previously announced sale of all of the outstanding shares of common stock of Phoenix Color Corp~~7. ~~(the “Phoenix Color Sale”) by ALJ Regional Holdings, Inc~~01. ~~(the~~Regulation ~~“Company”),~~FD ~~the Company and Jess Ravich entered into that certain Sale Bonus Release Agreement (the “Ravich Release Agreement”), pursuant to which the Company agreed to pay to Mr~~Disclosure. Ravich a bonus payment in the amount of $1.6 million, less any applicable federal, state and local tax and other withholdings (the “Ravich Sale Bonus”), in full settlement and satisfaction of Mr. Ravich’s rights under Section 3 of Appendix A to that certain existing First Amended and Restated Employment Agreement, dated June 21, 2020 (the “Ravich Employment Agreement”) with the Company (the “Ravich Bonus Provisions”). Mr. Ravich acknowledged and agreed that the amounts payable under the Ravich Bonus Provisions were voluntarily waived by him in connection with the payment of the Ravich Sale Bonus and agreed to provide a general release of the Company and its affiliates or subsidiaries from claims relating to the Ravich Bonus Provisions and the Ravich Sale Bonus.

~~The~~On ~~foregoing~~May ~~description~~16, of2022, the ~~Ravich~~Company ~~Release~~issued ~~Agreement~~a ~~does~~press ~~not~~release ~~purport~~announcing ~~to be complete and is qualified in~~ its ~~entirety~~earnings byfor ~~reference~~the tosecond ~~the~~quarter ~~Ravich~~ended ~~Release~~March ~~Agreement~~31, 2022, a copy of which is ~~filed~~attached as Exhibit 1099.1 hereto and incorporated herein by reference~~, and to the Ravich Employment Agreement, which was filed as Exhibit 10~~.1 ~~to the Company’s Current Report on Form 8-K filed with the SEC on June 23, 2020.~~

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Sale Bonus Release Agreement, dated April 16, 2022, by and between ALJ Regional Holdings, Inc. and Jess Ravich
99.1	Earnings Release Dated May 16, 2022
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS)

This Form 8-K and Exhibit 99.1 hereto shall be deemed “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any registration statement of the issuer, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this ~~Report~~report to be signed on its behalf by the undersigned hereunto duly authorized.

	ALJ Regional Holdings, Inc.
		ALJ REGIONAL HOLDINGS, INC.
April 18, 2022	By:	/s/ Brian Hartman
May 16, 2022		By:	/s/ Brian Hartman
		Brian Hartman
		Name:	Brian Hartman
		Chief Financial Officer (Principal Financial Officer)
		Title:	Chief Financial Officer
			(Principal Financial Officer)

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