UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended September 30, 2024

 OR

 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 CORP ORATION

 (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

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

 Title of Each Class

 Trading Symbol(s)

 Name of Each Exchange on Which Registered

 None

 None

 None

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

 Title of Class

 Common Stock, $0.001 par value

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Act. Yes No

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No

 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 if the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging
 growth company. See definition 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 checkmark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over
 financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to
 Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether
 any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 The aggregate market value of the registrant's common stock, $0.001 par value ("Common Stock"), held by non-affiliates of the registrant based on the closing sales
 price of the Common Stock on the Pink tier of the OTC market on March 31, 2024, was $ 16,674,126.

 The number of shares of the registrant's Common Stock outstanding as of December 6, 2024 was 1,186,354.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 Page

 ITEM 1

 BUSINESS

 ITEM 1A

 RISK FACTORS

 ITEM 1B

 UNRESOLVED STAFF COMMENTS

 ITEM 1C

 CYBERSECURITY

 ITEM 2

 PROPERTIES

 ITEM 3

 LEGAL PROCEEDINGS

 ITEM 4

 MINE SAFETY DISCLOSURES

 ITEM 5

 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM 6

 RESERVED

 ITEM 7

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 ITEM 7A

 QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

 ITEM 8

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM 9

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

 ITEM 9A

 CONTROLS AND PROCEDURES

 ITEM 9B

 OTHER INFORMATION

 ITEM 9C

 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 ITEM 10

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM 11

 EXECUTIVE COMPENSATION

 ITEM 12

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM 13

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM 14

 PRINCIPAL ACCOUNTING FEES AND SERVICES

 ITEM 15

 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 ITEM 16

 FORM 10-K SUMMARY

 SIGNATURES

 CAUTIONARY
 STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 This Annual Report on Form 10-K ("Report") contains certain statements that are, or may be 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. 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 change to earnings related to the impairment
 of acquired assets; we may fail to realize the expected benefits or strategic objectives of any acquisition, or we may spend resources exploring acquisitions that are not consummated risks associated with litigation and indemnification
 claims and other unforeseen claims and liabilities that may arise from an acquisition changes in tax rates, laws or regulations and our 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; changes or developments in U.S. laws or policies, including the potential imposition of tariffs; 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; the impact of evolving corporate governance and public
 disclosure regulation; competition from parties who sell their businesses to us and from professionals who cease working for us terrorist attacks and other acts of violence or war security breaches or cybersecurity attacks; the impact of
 catastrophic events, such as health crises, natural disasters and armed conflict; 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 that 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; the impact of higher carrier prices; risks related to the classification of owner-operators in the transportation industry; recessions,
 economic developments and 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 a small number
 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, the lack of a guaranteed continued public trading market for
 our common stock, our ability to issue shares of preferred stock with greater rights than our common stock and costs related to maintaining our status as a public company; and such other factors that may be identified from time to time in our
 Securities and Exchange Commission ("SEC") filings including those set forth under the caption "Risk Factors" in Part 1 Item 1A of this report. 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.

 ITEM 1.

 BUSINESS

 Our Business

 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.

 Janel was incorporated on August 31, 2000 and is domiciled in the state of Nevada. Its corporate headquarters are located in New York, New York.

 As of September 30, 2024, Janel and its consolidated subsidiaries employed 334 full-time employees in the United States. None of these employees is covered by a collective bargaining
 agreement. Janel and its subsidiaries have experienced no work stoppages and consider relations with their employees to be good. Successful execution of our strategy is dependent on attracting, developing and retaining key employees and
 members of our management team. The skills, experience and industry knowledge of our employees significantly benefit our operations and performance. We continuously evaluate, modify and enhance our internal processes and technologies to
 increase employee engagement, productivity, efficiency opportunities, skills and resources needed for success.

 Our Business Segments

 We have three reportable segments: Logistics, Life Sciences and Manufacturing. The following provides greater detail regarding each of these segments.

 The Company's Logistics segment is comprised of several wholly-owned 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 subject to
 certain closing conditions.

 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.

 On November 1, 2022, the Company completed a business combination whereby it acquired all of the outstanding stock of ImmunoBioScience Corporation, which we include in our Life Sciences
 segment.

 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.

 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
 apparatuses 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 - Rubicon

 As of each of September 30, 2023 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. Our investment involves
 risks and uncertainties are discussed herein under Item 1A, Risk Factors.

 The Company's Logistics segment helps clients move and manage freight efficiently to reduce inventories and to increase supply chain speed and reliability. Key services include customs entry
 filing; arrangement of freight forwarding by air, ocean and ground; warehousing; cargo insurance procurement; logistics planning; product repackaging; online shipment tracking and hazardous material warehousing and distribution.

 Our Logistics segment earns flat fees for certain services, such as customs entry filing. For brokered services, Logistics earns the difference between the rate charged by a service provider
 and the rate Logistics charges the customer for the provider's service. Its freight consolidation activities, in addition to on-going volume-based relationships with providers, allow Logistics to command preferred service rates that can be
 passed on profitably to the customer.

 As a non-asset-based logistics provider, we own only a minimal amount of equipment. We generally expect to neither own nor operate any material transportation assets and, consequently, arrange
 for transportation of our customers' shipments via trucking companies, commercial airlines, air cargo carriers, railroads, ocean carriers and other non-asset based third-party providers. By not owning the transportation equipment used to
 transport the freight, which results in relatively minimal fixed operating costs, we are able to leverage our network of locations to offer competitive pricing and flexible solutions to our customers. Moreover, our balanced product offering
 provides us with revenue streams from multiple sources and enables us to retain customers even as they shift across various modes of transportation. We believe our low capital intensity model allows us to provide low-cost solutions to our
 customers, operate our business with strong cash flow characteristics and retain significant flexibility in responding to changing industries and economic conditions.

 During the fiscal year ended September 30, 2024, Logistics handled approximately 151,200 individual import and export shipments originating or terminating in countries around the world.
 Approximately 46% of the revenues from these activities related to trucking, 25% to ocean freight, 17% to air freight, with the remainder of 12% to customs brokerage and other.

 Based upon revenues, our customers are diverse, with the largest individual customer accounting for about 2.2% of revenues and the top ten customers accounting for 17.4% of revenues during
 fiscal 2024.

 As of September 30, 2024, our Logistics segment operated out of twenty-seven full-service locations in the United States and maintained a network of independent agent relationships in many
 trading countries, giving it the ability to provide a global service to its clients.

 Each office is responsible for its growth and profitability. Logistics management helps the offices as needed with efforts such as human resources, maintaining a common information technology
 platform and centralized accounting services. Our growth strategy includes servicing existing customers well and acquiring more of their business, hiring new people who can grow our company and adding new companies or services through
 acquisitions.

 The logistics industry is highly fragmented, with low barriers to entry and intense competition. Our Logistics segment competes against providers ranging in size from "mom-and-pop" businesses
 to multi-national firms with hundreds of offices worldwide. Many of our Logistics customers utilize more than one logistics provider.

 The freight forwarding industry requires dealings in currencies other than the U.S. Dollar. As a result, our Logistics segment is exposed to the inherent risks of international currency
 markets and governmental interference. Some countries in which the Logistics segment maintains agent relationships have currency control regulations that influence our ability to hedge foreign currency exposure. Logistics tries to manage
 these exposures by accelerating international currency settlements among those agents.

 Historically, the quarterly operating results of the Logistics segment have been subject to seasonal trends. The fiscal third and fourth quarters have traditionally been the strongest, and the
 fiscal second quarter has traditionally been the weakest. This pattern has been the result of, or influenced by, numerous factors including climate, national holidays, consumer demand, economic conditions and other similar and subtle
 forces.

 A significant portion of Logistics segment revenues are derived from customers in industries with shipping patterns tied to consumer demand and/or just-in-time production schedules. Many
 Logistics customers may ship a significant portion of their goods at or near the end of a quarter. Therefore, the timing of revenues is, to a large degree, affected by factors beyond the segment's control, such as shifting consumer demand
 for retail goods and manufacturing production delays. We cannot accurately forecast many of these factors, nor can we estimate the relative impact of any given factor. Therefore, historical patterns experienced may not continue in the
 future.

 Government Regulation

 Interstate and international transportation of freight is highly regulated. Failure to comply with applicable state and federal regulations, or to maintain required permits or licenses, can
 result in substantial fines or revocation of operating permits or authorities imposed on both transportation intermediaries and their shipper customers. We cannot give assurance as to the degree or cost of future regulations on our
 business. Some of the regulations affecting our current and prospective operations are described below.

 Logistics is a customs broker licensed and permitted by U.S. Customs and Border Protection ("CBP"). All U.S. customs brokers are required to maintain prescribed records and are subject to
 periodic audits by CBP. Logistics is a registered Ocean Transportation Intermediary ("OTI") and is licensed as a non-vessel operating common carrier ("NVOCC") by the Federal Maritime Commission ("FMC"). The FMC has established certain
 qualifications for shipping agents, including certain surety bonding requirements. We also operate as a Transportation Security Administration ("TSA") certified Indirect Air Carrier ("IAC"), providing air freight services, subject to
 commercial standards set forth by the International Air Transport Association ("IATA") and federal regulations issued by the Transportation Security Administration.

 Air freight forwarding operations are subject to regulation, as an indirect air cargo carrier, under the Federal Aviation Act, as enforced by the Federal Aviation Administration of the U.S.
 Department of Transportation and the Transportation Security Administration of the Department of Homeland Security. While air freight forwarders are exempted from most of the Federal Aviation Act's requirements by the Economic Aviation
 Regulations, the industry is subject to ongoing regulatory and legislative developments that can impact the economics of the industry by requiring changes to operating practices or influencing the demand for, and the costs of, providing
 services to customers.

 Surface freight forwarding operations are subject to various state and federal statutes and are regulated by the Federal Motor Carrier Safety Administration of the U.S. Department of
 Transportation and, to a very limited extent, the Surface Transportation Board. These federal agencies have broad investigatory and regulatory powers, including the power to issue a certificate of authority or license to engage in the
 business; to approve specified mergers, consolidations and acquisitions; and to regulate the delivery of some types of domestic shipments and operations within particular geographic areas.

 The Federal Motor Carrier Safety Administration also has the authority to regulate interstate motor carrier operations, including the regulation of certain rates, charges and accounting
 systems; to require periodic financial reporting; and to regulate insurance, driver qualifications, operation of motor vehicles, parts and accessories for motor vehicle equipment, hours of service of drivers, inspection, repair, maintenance
 standards and other safety related matters. The federal laws governing interstate motor carriers have both direct and indirect application to the Company. The breadth and scope of the federal regulations may affect our operations and the
 motor carriers that are used in the provisioning of the transportation services. In certain locations, state or local permits or registrations may also be required to provide or obtain intrastate motor carrier services.

 Risk Management and Insurance

 As a property freight broker, we are not legally liable for loss or damage to our customers' cargo. In our customer contracts, we may agree to assume cargo liability up to a stated maximum.

 We typically do not assume cargo liability above minimum industry standards in our international freight forwarding, ocean transportation or air freight businesses on international or domestic
 air shipments. With regards to international freight forwarding, ocean transportation and international domestic air freight shipments, we offer our customers the option to purchase shippers' insurance coverage to insure goods in transit.
 When we agree to store goods for our customers for longer terms, we provide limited warehouseman's coverage to our customers and typically contract for warehousing services from companies that provide us with the same degree of coverage.

 We maintain a broad cargo liability insurance policy to help protect us against catastrophic losses that may not be recovered from the responsible contracted carrier. We also carry various
 liability insurance policies, including automobile and general liability, with an umbrella policy.

 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.

 Our Life Sciences segment also produces products for life science companies on an original equipment manufacturer (OEM) basis. Through a combined portfolio of nearly 3,000 products and a range
 of custom services, the Life Sciences segment provides the scientific community with high-quality tools to support critical research efforts.

 Our Life Sciences segment is based in Davis, California on an owned 40-acre facility and three other
 leased locations in the U.S. Our growth strategy is to place high-quality products in the hands of more researchers to accelerate scientific discovery.

 Our growth strategies include:

 •

 Product innovation: By working with key researchers and scientific organizations, we seek to develop new products to enhance the range of tools available and
 thereby expand the capabilities of life science researchers.

 •

 Operational improvement: We continue to enhance our operational designs and processes to be more efficient, which supports higher profitability and enables us to
 devote more resources to investments in growth and innovation.

 •

 Attract and retain exceptional talent: High-quality scientists enable our top-quality products and services to be offered, which are key to our reputation in the
 marketplace.

 •

 Acquisitions and investments: We intend to grow by acquiring new businesses with high-quality reputations that will benefit from our combined innovational and
 operational strength.

 •

 Customers and distribution methods: We sell our biotechnology products directly to customers, principally direct through our website or distributors. Some of our
 customers utilize our scientific expertise and production capabilities and purchase our products and re-label them. Our reputation for quality products is critical to our ability to attract new customers for both our products and
 services.

 •

 Broad product offering: A number of companies supply protein-related research and diagnostic reagents. Customers choose their products based upon product quality,
 reputation and price. We believe a number of our products have long-standing reputations and that our portfolio overall is well-regarded, especially amongst the academic, diagnostic and pharmaceutical research community.

 •

 Manufacturing: Our antibodies are produced using a variety of technologies including traditional animal immunization and hybridoma technology as well as
 recombinant antibody techniques. We are not dependent on key or sole source suppliers for most of our products, as we typically have several outside sources for all critical raw materials necessary for the manufacture of our
 products.

 The majority of our life science products are shipped within two days of receipt of customers' orders. Consequently, we typically do not maintain a significant backlog of orders for our Life
 Sciences segment products.

 Our Life Sciences segment is subject to regulation. One of our subsidiaries, Antibodies, Inc., maintains International Organization of Standardization certification for medical devices to
 support our manufacturing operation. We also comply with regulations related to the United States Department of Agriculture, National Institutes of Health, Office of Laboratory Animal Welfare and the United States Food and Drug
 Administration. Many of our customers are regulated and must verify our compliance with their standards throughout the supply chain, which requires us to maintain careful records. The failure to comply with these regulations may impair our
 ability to compete in the marketplace.

 The Company's Manufacturing segment is composed of Indco, which is a majority-owned subsidiary of the Company that manufactures and distributes mixing equipment and apparatuses for specific
 applications within various industries. Indco's headquarters and manufacturing operations are located in a single owned facility in New Albany, Indiana.

 Indco provides solutions for the mixing needs of customers operating in diverse industries, including chemicals, inks, paints, construction, plastics, adhesives, cosmetics, food and
 pharmaceuticals. Solutions include standard product configurations, both manufactured and distributed, available for order from Indco's website and its print catalog, which is mailed quarterly. In addition, Indco manufactures
 custom-designed mixing solutions that Indco helps specify, design, machine, assemble and distribute. During the fiscal year ended September 30, 2024, Indco made approximately 3,900 individual shipments to customers. In fiscal 2024,
 approximately 86% of Indco's revenues came from manufacturing activity. The remainder of its revenues came from non-manufactured product distribution activity. Indco's revenues are generally level throughout the year with little
 seasonality.

 Indco relies on a variety of providers of raw materials, mechanical components and other services in order to manufacture its products. These providers include national and multi-national
 suppliers for common industrial components such as motors, gear drives, motor controls and many other standard hardware products. Additionally, regional and local suppliers provide Indco-specific parts such as castings and fabricated metal
 components. Raw materials, primarily steel bars, plates and shafts, are sourced from domestic steel mills through local distributors. Alternative or substantially similar options are available from suppliers other than those Indco currently
 employs. While custom cast or fabricated parts are at greater risk of supply interruption, alternative equivalent suppliers are typically available.

 Our growth strategy within the industrial mixer business is to enhance our reputation as a high-quality manufacturer of often customized products to meet specialized mixing needs. Indco's
 products are frequently utilized in mission-critical applications, making our high-quality and strong service offering highly valuable to our customers. Our growth strategy includes keeping our direct relationship with the customer relevant
 through our web presence, introducing new relevant products and expanding our reach into new and existing markets with sales efforts and partners.

 The industrial mixer manufacturing industry is highly fragmented with low barriers to entry. Indco competes with companies of all sizes based on a combination of pricing, lead-times, service,
 quality and ability to reach customers through internet presence and catalog circulation.

 Government regulation directly governing Indco's industrial mixer product line is minimal. Changing energy efficiency standards, however, as mandated by the Department of Energy, can, over
 time, affect electric motor manufacturers whose products are used by Indco. Historically, these changes have resulted in only minor changes to our product line.

 Indco is subject to U.S. federal, state and local provisions regulating the discharge of materials into the environment or otherwise for the protection of the environment. Although current
 operations have not been significantly affected by compliance with these environmental laws, the Company cannot predict what impact future environmental regulations may have on Indco. Indco does not anticipate making any material capital
 expenditures for environmental control purposes during the remainder of the current or succeeding fiscal years.

 Additional information with respect to Janel's business

 Our principal executive offices and corporate headquarters are located at 80 Eighth Avenue, New York, New York 10011, and our telephone number is (212) 373-5895.

 We disclose information to the public concerning Janel, Janel's products, content and services and other items through our website in order to achieve broad, non-exclusionary distribution of
 information to the public. Some of the information distributed through this channel may be considered material information. For information concerning Janel and its products, content and services, please visit (

 *This corporate website and the contents thereof are not incorporated by reference into this Annual Report on Form 10-K nor deemed filed with the SEC.

 ITEM 1A.

 RISK FACTORS

 The following risk factors should be read carefully in connection with an evaluation of the Company's business and any forward-looking statements made in this Annual Report on Form 10-K and
 elsewhere. See the section entitled "Cautionary Statement Regarding Forward-Looking Statements" set forth above. Any of the following risks or others discussed in this Annual Report on Form 10-K or the Company's other SEC filings could
 materially adversely affect the Company's business, operating results and financial condition. An investment in Janel's common stock is subject to risks inherent to the Company's business. The material risks and uncertainties that
 management believes affect Janel are described below. Additional risks and uncertainties that management is not aware of or focused on or that management currently deems immaterial may also impair the Company's business operations.

 Risk Factors Related to Janel's Growth Strategy

 Janel's strategy of expanding its business through acquisitions of other businesses presents special risks.

 We expect to grow our businesses in part by completing acquisitions, either through acquisitions of businesses within our existing segments or the expansion of our portfolio into new segments.
 In either case:

 •

 our financial condition may not be sufficient to support the funding needs of an expansion program;

 •

 we may not be able to successfully identify suitable investment opportunities;

 •

 acquisitions that we undertake may not be successfully consummated or enhance profitability; or

 •

 expansion opportunities may not be available to us upon reasonable terms.

 There may be a limited number of operating companies available for acquisition that we deem to be desirable targets. At times, there may be a limited number of operating companies available for acquisition
 and fewer attractive targets may be available, and it may require more time, effort and resources to identify a suitable target and to consummate an acquisition. We may compete with entities whose financial resources, technical expertise
 and managerial capabilities are significantly greater than ours. Therefore, we may be at a competitive disadvantage in negotiating and executing possible acquisitions. Even if we are successful in a competitive bidding process for an
 acquisition, this competition may affect the terms of completed transactions, and, as a result, we may pay more or receive less favorable terms than we expected for potential acquisitions.

 In addition, even if we are able to successfully compete with these entities, we expect future acquisitions to encounter risks similar to those that past acquisitions have encountered, such as:

 •

 difficulty in assimilating/integrating the operations and personnel of the acquired businesses;

 •

 potential disruption of our or the target's ongoing business;

 •

 inability to realize the projected operational and financial benefits from the acquisition or to maximize financial and strategic benefits through the incorporation of acquired personnel and clients, particularly in a high
 interest environment;

 •

 difficulty maintaining uniform standards, controls, procedures and policies;

 •

 impairment of relationships with employees and clients resulting from integration of the newly acquired company;

 •

 strain on managerial and operational resources as management tries to oversee larger operations;

 •

 significantly increased need for working capital to operate the acquired companies; and

 •

 exposure to unforeseen liabilities of acquired companies.

 Furthermore, management's attention may be diverted by acquisition, investment, transition or integration activities. We may be required to dedicate additional management and other resources to newly
 acquired businesses.

 Additionally, should we acquire a new line of business in which we have no operating history, the success of such a new business cannot be assured. If an acquired entity is not efficiently or completely
 integrated, there may be a material adverse effect on our business and operations.

 Janel may be required to record a significant change to earnings if its goodwill and other amortizable intangible assets, or other investments, become impaired, which
 could have a material adverse effect on the company's financial condition and/or stock price.

 Under generally accepted accounting principles in the United States ("GAAP"), we are required to test goodwill for impairment at least annually and to review our goodwill, amortizable intangible assets and
 other assets acquired through merger and acquisition activity for impairment when events or changes in circumstance indicate that the carrying value of such assets may no longer be recoverable. Factors that could lead to impairment of
 goodwill, amortizable intangible assets and other assets acquired via acquisitions include significant adverse changes in the business climate, actual or projected operating results affecting us or any of our particular segments, and a
 decline in the financial condition of our business. If our goodwill, amortizable intangible assets or other investments become impaired in the future, we may be required to record additional charges to earnings. Such charges would have a
 material adverse effect on our financial results.

 Janel might fail to realize the expected benefits or strategic objectives of any acquisition it undertakes, or it may spend resources exploring acquisitions that are
 not consummated.

 Due to our acquisition strategy, we face a number of risks that may have a material adverse effect on our business and operations. We might not achieve our expected return on investment or may lose capital.
 Furthermore, we may be materially adversely impacted by liabilities that we assume from an acquired business, including from that business's known and unknown obligations, intellectual property or other assets, terminated employees,
 current or former clients or other third parties.

 In addition, we may fail to identify or adequately assess the magnitude of certain liabilities, shortcomings or other circumstances prior to acquiring, investing in or partnering with a company, including
 potential exposure to regulatory sanctions or liabilities resulting from an acquired business's previous activities, internal controls and security environment. If any of these circumstances occurs, they could result in unexpected legal
 or regulatory exposure, unfavorable accounting treatment, unexpected increases in taxes or other adverse effects on our business and operations.

 Litigation, indemnification claims and other unforeseen claims and liabilities may arise from the acquisition or operation of acquired businesses.

 We may face litigation or other claims as a result of certain terms and conditions of our acquisition agreements, stock purchase agreements, tender offers and other agreements to purchase equity interests
 in target companies, such as earnout payments or closing net asset adjustments. Alternatively, shareholder litigation may arise as a result of proposed acquisitions. Acquired businesses may have liabilities, or be subject to claims,
 litigation, or investigations that we did not anticipate or which exceed our estimates at the time of the acquisition. Any litigation relating to a potential acquisition will increase expenses associated with the acquisition or cause a
 delay in completing the acquisition, which may impact our profitability. Litigation related to acquisitions would also divert management time and resources. We may experience disruptions that could have a material adverse effect on our
 business and operations, especially where an acquisition target may have pre-existing compliance issues or deficiencies, or material weaknesses in internal controls over financial reporting.

 Our subsidiaries may not be able to fully utilize their tax benefits, which could result in increased cash payments for taxes in future periods.

 Net operating losses ("NOLs") may be carried forward to offset federal and state taxable income in future years and reduce the amount of cash paid for income taxes otherwise payable on such taxable income,
 subject to certain limits and adjustments. If fully utilized, the NOLs and other carryforwards of our minority-owned investment could provide our subsidiaries with significant tax savings in future periods. Our subsidiaries' ability to
 utilize these tax benefits in future years will depend upon their ability to generate sufficient taxable income and to comply with the rules relating to the preservation and use of NOLs, as well as potential future changes in tax laws.
 The potential benefit of the NOLs and other carryforwards may be limited or permanently lost as a result of the following:

 •

 a change in control of our subsidiaries that would trigger limitations on the amount of taxable income in future years that may be offset by NOLs and other carryforwards that existed prior to the change in control; and

 •

 examinations and audits by the IRS and other taxing authorities could reduce the amount of NOLs and other credit carryforwards that are available for future years.

 Our actions may have an impact on the NOL's of our minority-owned investment. The inability to use these NOLs, or the diminution in value of such NOLs, could have a material adverse effect on our business
 and operations.

 Rising interest rates may negatively impact our investments and have a material adverse effect on our business and operations.

 Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions and policies of various governmental and regulatory
 agencies and, in particular, the Federal Reserve Board. The Federal Reserve has raised interest rates with total increases of 450 basis points since March 2022, although rates have decreased by 75 basis points in the second half of
 2024. Changes in interest rates could have an adverse impact on our business by increasing the cost of borrowing, affecting our interest costs and our ability to make new investments on favorable terms or at all. Additionally,
 interest rate fluctuations and changes in credit spreads on floating rate loans may have a negative impact on our investments and investment opportunities and, accordingly, may have a material adverse effect on our rate of return on
 invested capital, our net investment income, our net asset value and the market price of our securities. In addition, an increase in interest rates may make it difficult or impossible to make payments on outstanding debt. Any increase in
 interest rates could have a negative effect on our interest costs and investments, which could have a material adverse effect on our business and operations.

 We may experience conflicts of interest with the minority shareholders of our businesses.

 The Board of Directors and Officers of Janel's non-wholly owned affiliated businesses have fiduciary duties to their respective shareholders. As a result, to the extent Janel engages in transactions with
 these affiliates, they may make decisions that are in the best interest of their shareholders generally, but which are not necessarily in the best interest of our shareholders. In dealings with us, the directors and officers of our
 affiliated businesses may make decisions that are different from the decisions we would make. These decisions may not be in the best interests of our shareholders, which may have an adverse effect on our business and operations.

 Risk Factors Related to Janel's Business and Industries

 (in thousands except per share data)

 Janel may not have sufficient working capital to continue operations, and our current asset-based lending facility is dependent upon an accounts receivable balance that
 may fluctuate as a result of national and global events.

 Our cash needs are currently met by commercial bank credit facilities, cash on hand and cash generated from current operations. Actual short- and long-term working capital needs will depend upon numerous
 factors, including operating results, the availability of a revolving line of credit, competition and the cost associated with growing, either internally or through acquisition, none of which can be predicted with certainty. If results of
 operations and availability under our bank lines of credit are insufficient to meet cash needs, we will be required to obtain additional investment capital or debt funding to continue operations. Our substantial debt obligations could
 restrict our operations and financial condition. Additionally, our ability to generate cash to make payments on our indebtedness depends on many factors beyond our control.

 As of September 30, 2024, we had approximately $32,390 of short-term borrowings and long-term debt. We may also incur additional indebtedness in the future.

 Our debt service obligations will require us to use a portion of our operating cash flow to pay interest and principal on indebtedness rather than for other corporate purposes, including funding future
 expansion of our business and ongoing capital expenditures, which could impede our growth. Our substantial indebtedness could have other adverse consequences, including:

 •

 making it more difficult for us to satisfy our financial obligations;

 •

 increasing our vulnerability to adverse economic, regulatory and industry conditions, and placing us at a disadvantage compared to our competitors that are less leveraged;

 •

 limiting our ability to compete and our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate;

 •

 limiting our ability to borrow additional funds for working capital, capital expenditures, acquisitions and general corporate or other purposes; and

 •

 exposing us to greater interest rate risk, including the risk to variable borrowings of a rate increase and the risk to fixed borrowings of a rate decrease.

 Our ability to make payments on our indebtedness will depend on our ability to generate cash in the future. Our ability to generate cash is subject to general economic, financial, competitive, legislative,
 regulatory and other factors, many of which are beyond our control.

 Our business may not generate sufficient cash flow from operations, and future borrowings may not be available to us in an amount sufficient to enable us to pay our indebtedness when scheduled payments are
 due or to fund other liquidity needs. In these circumstances, we may need to refinance all or a portion of our indebtedness on or before maturity. Any refinancing of our debt could be at higher interest rates and may require make-whole
 payments and compliance with more onerous covenants, which could further restrict our business operations. Our ability to refinance our indebtedness or obtain additional financing would depend on, among other things, our financial
 condition at the time, restriction in the agreements governing our indebtedness and the condition of the financial markets and the industries in which we operate. As a result, we may not be able to refinance any of our indebtedness on
 commercially reasonable terms or at all. Without this financing, we may have to seek additional equity or debt financing or restructure our debt, which could harm our long-term business prospects. Our failure to comply with the terms of
 any existing or future indebtedness could result in an event of default which, if not cured or waived, could result in the acceleration of the payment of all of our debt.

 Pursuant to the borrowing agreement, our ability to borrow under our current asset-based lending facility relies on our accounts receivable balance as collateral. This accounts receivable balance is heavily
 influenced by tariffs, global freight prices, international trade and other global events. Our ability to collect on these accounts receivables may further impact our ability to borrow under our current agreement. In the event that our
 accounts receivable balance decreases, we may face limited opportunities to borrow on our line of credit.

 Our subsidiaries do not have long-term contracts with all of their customers, and the loss of customers with which we do not have long-term contracts may have a
 material adverse effect on our business and operations.

 Our businesses, especially Indco, are based primarily upon individual orders, sales and service agreements with customers—not long-term contracts. Therefore, customers could cease purchasing products or
 using our services at any time, for any reason, and with little or no notice, and we would have no recourse. If a significant number of our customers reduce or choose not to purchase products or use our services, or we have to lower
 prices to retain customers, it may have a material adverse effect on our business and operations.

 Significant changes or developments in U.S. laws or policies, including changes in U.S. trade policies and tariffs and the reaction of other countries thereto, may
 have a material adverse effect on our business and financial statements.

 Significant changes or developments in U.S. laws and policies, such as laws and policies surrounding international trade, foreign affairs, manufacturing and development and investment in the territories and
 countries where we or our customers operate, can materially adversely affect our business and financial statements. Previously, the imposition of significant tariffs and increased trade tension between the United States and China greatly
 impacted domestic industries' access to foreign markets. President-elect Donald Trump has indicated that he intends to impose tariffs, including a 60% tariff on goods imported from China and a 20% on all other U.S. imports, which could
 result in a trade war. Similar trade restrictions in the future may have a material adverse effect on our business and financial statements.

 Janel's businesses face aggressive competition from other companies with greater financial resources and from companies that operate in areas in which our companies
 plan to expand in the future.

 Our businesses face intense competition within the logistics, manufacturing and life science industries on a local, regional, national, and global basis. Competitors include companies ranging from start-up
 companies, which may be able to respond to customers' needs more quickly, to large multinational companies, which may have greater financial, marketing, operational and research and development resources than Janel.

 In the freight forwarding industry, our Logistics business competes with a large and diverse group of freight forwarding concerns, commercial air and ocean carriers and a large number of locally established
 companies in geographic areas where our Logistics business does business or intends to do business in the future. The loss of customers, agents or employees to competitors could adversely impact the ability of our Logistics business to be
 profitable. In addition, the transport of freight, both domestically and internationally, is highly competitive and price sensitive, and new competitors emerge annually. Changes in the volume of freight transported, shippers' preferences
 as to the timing of deliveries as a means to control shipping costs, economic and political conditions, both in the United States and abroad, work stoppages, labor constraints, U.S. and foreign
 laws relating to tariffs, trade restrictions, foreign investments and taxation may all have significant impact on our Logistics business overall business, growth and profitability.

 Indco competes within the highly fragmented industrial mixer manufacturing industry, which has low barriers to entry. New competitors emerge annually, and many aggressively market through electronic media.
 Our competitors may be more innovative than us, and, as a result, Indco may be unable to compete effectively.

 Our Life Sciences business faces significant competition across many of its product lines. To remain competitive, Life Sciences must develop new products and periodically enhance its existing products,
 otherwise, it may lose market share and be unable to achieve revenue growth targets. We anticipate that Life Sciences may also have to adjust the prices of many of its products to stay competitive. In addition, new competitors,
 technologies, or market trends may emerge to threaten or reduce the value of our product lines. Failure to innovate and develop new products may impact the future sales and earnings of Life Sciences and, therefore, Janel.

 Janel's businesses are dependent upon technically skilled employees, and failure to obtain and retain skilled technical personnel could materially adversely affect
 their operations.

 We believe that the success of our business is highly dependent on the continuing efforts of certain technically skilled employees, particularly experienced engineers in our Manufacturing segment and
 scientists in our Life Sciences segment. For example, Indco's production facilities require skilled personnel to operate and provide technical services and support for its business. Competition for the personnel required for Indco's
 business intensifies as activity increases. In periods of high utilization, it may become more difficult to find and retain qualified individuals. This could increase Indco's costs or have other adverse effects on its operations. Only
 some of our employees are subject to employment agreements. The loss of the services of technically skilled employees may have an adverse effect on our business and operations.

 In order to respond to the high variability in our Logistics business model, it may be necessary to adjust staffing levels to changing market demands. In periods of rapid change, it is more difficult to
 match our Logistics business staffing levels to its business needs.

 Climate change and increased focus by governmental and non-governmental organizations, stockholders and customers on sustainability issues, including those related to
 climate change, may have a material adverse effect on our business and operations.

 Scientists have concluded that increasing concentrations of greenhouse gases in the Earth's atmosphere may produce climate changes that have significant physical effects, such as increased frequency and
 severity of storms, droughts, floods, wildfires and other climatic events. Our Life Sciences business operates out of three locations and our Manufacturing business in a single location. Increased frequency of extreme weather could cause
 increased incidence of disruption to the production and distribution of our products at these locations. Increasing natural disasters in connection with climate change could also be a direct threat to our third-party vendors, service
 providers or other stakeholders, including disruptions on supply chains or information technology or other necessary services for us. If our facilities, supply chains, distribution systems, or information technology systems experience any
 catastrophic loss as a result of such natural disasters, such event could disrupt the company's operations, delay production and shipments, result in defective products or services, diminish demand, damage customer relationships and our
 reputation and result in legal exposure and significant repair or replacement expenses.

 Federal, state and local governments, as well as some of our customers, are beginning to respond to climate change issues. This increased focus on sustainability may result in new legislation or regulations
 and customer requirements that could negatively affect us as we may incur additional costs or be required to make changes to our operations in order to comply with any new regulations or customer requirements. Legislation or regulations
 that potentially impose restrictions, caps, taxes, or other controls on emissions of greenhouse gases such as carbon dioxide, a by-product of burning fossil fuels such as those used in the trucks in our Logistics segment, may have a
 material adverse effect on our business and operations.

 More specifically, legislative, or regulatory actions related to climate change may have a material adverse effect on us by increasing our Logistics' business fuel costs and reducing fuel efficiency and
 could result in the creation of substantial additional capital expenditures and operating costs in the form of taxes, emissions allowances, or required equipment upgrades. Any of these factors could impair our operating efficiency and
 productivity and result in higher operating costs. In addition, revenues could decrease if we are unable to meet regulatory or customer sustainability requirements. Furthermore, over the past several years, new rules relating to the
 disclosure of a range of climate-related risks have been proposed and/or adopted by certain authorities, including the SEC and the state of California. We are currently assessing the applicability of these rules, but at this time we
 cannot predict the costs of implementation or any potential adverse impacts resulting therefrom, particularly in light of the forthcoming presidential administration. We could ultimately incur increased costs relating to the assessment
 and disclosure of climate-related risks as a result of these regulatory and legislative actions. These additional costs, changes in operations, or loss of revenues may have a material adverse effect on our business and operations. For
 example, the motor carriers we contract with are subject to increasingly restrictive laws protecting the environment, including those relating to climate change, which could directly or indirectly have a material adverse effect on our
 business. Future and existing environmental regulatory requirements may have a material adverse effect on operations and increase operating expenses, which in turn could increase
 our purchased transportation costs. Our customers, our business and operations could be materially adversely affected by these new rules and costs.

 Our business is subject to evolving corporate governance and public disclosure regulations and expectations, including with respect to environmental, social and
 governance matters, that could expose us to numerous risks.

 We are subject to changing rules and regulations promulgated by a number of governmental and self-regulatory organizations, including the SEC and the Financial Accounting Standards Board.
 These rules and regulations continue to evolve in scope and complexity and many new requirements have been created in response to laws enacted by Congress, making compliance more difficult and uncertain. In addition, regulators,
 customers, investors, employees and other stakeholders are increasingly focusing on environmental, social and governance ("ESG") matters and related disclosures. These changing rules, regulations and stakeholder expectations have resulted
 in, and are likely to continue to result in, increased general and administrative expenses and increased management time and attention spent complying with or meeting such regulations and expectations. For example, developing and acting
 on initiatives within the scope of ESG, and collecting, measuring and reporting ESG-related information and metrics can be costly, difficult and time-consuming and is subject to evolving reporting standards, including California's
 recently enacted climate-related reporting requirements, and similar proposals by other international regulatory bodies. We may also communicate certain initiatives and goals, regarding environmental matters, diversity, responsible
 sourcing and social investments and other ESG related matters, in our SEC filings or in other public disclosures. These initiatives and goals within the scope of ESG could be difficult and expensive to implement, the technologies needed
 to implement them may not be cost-effective and may not advance at a sufficient pace, and we could be criticized for the accuracy, adequacy or completeness of the disclosure. Further, statements about our ESG-related initiatives and
 goals, and progress toward those goals, may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future. In
 addition, we could be criticized for the scope or nature of such initiatives or goals, or for any revisions to these goals. If our ESG-related data, processes and reporting are incomplete or inaccurate, or if we fail to achieve progress
 with respect to our goals within the scope of ESG on a timely basis, or at all, our reputation, business, financial performance and growth could be adversely affected.

 Janel may face competition from parties who sell their businesses to Janel and from professionals who cease working for Janel.

 While we typically enter into non-competition and non-solicitation agreements with parties that sell their businesses to us, one or more of the former owners of an acquired business who cease working for us
 or persons who leave Janel's employment may compete with us or solicit our employees or clients in the future. Even if ultimately resolved in our favor, any litigation associated with enforcing non-competition or non-solicitation
 agreements could be time consuming, costly and distract management's focus from our business. Moreover, states and foreign jurisdictions may interpret restrictions on competition narrowly and in favor of employees. Therefore, certain
 restrictions on competition or solicitation may be unenforceable. In addition, we may decide not to pursue legal remedies if we determine that the costs or other factors outweigh the benefits of any possible legal recourse. Such persons,
 because they have worked for us or an acquired business, may be able to compete more effectively with us and may be more successful in soliciting its employees and clients than unaffiliated third parties.

 Our inability to successfully recover should we experience a catastrophic event, disaster or other business continuity problem could cause material
 financial loss, loss of human capital, regulatory actions, reputational harm or legal liability.

 Our operations are dependent upon our ability to protect our personnel, offices and technology infrastructure against damage from business continuity events that could have a significant
 disruptive effect on our operations. Should we or a key vendor or other third party experience a local or regional disaster or other business continuity problem, such as an earthquake, fire, flood, hurricane, or other weather event power
 loss, terrorist attack, pandemic, security breach, power loss, telecommunications failure, software or hardware malfunctions or other natural or man-made disaster, our continued success will depend, in part, on the availability of our
 personnel, office facilities and the proper functioning of existing, new or upgraded computer systems, telecommunications and other related systems and operations. In events like these, while our operational size and our existing back-up
 systems provide us with some degree of flexibility, we still can experience near-term operational challenges with regard to particular areas of our operations. We could potentially lose access to key executives and personnel, sensitive data
 or experience material adverse interruptions to our operations or delivery of services to our customers in a disaster recovery scenario.

 We regularly assess and take steps to improve our existing business continuity plans and key management succession. However, a disaster on a significant scale or affecting certain of our key
 operating areas within or across regions, or our inability to successfully recover should we experience a disaster or other business continuity problem, could materially interrupt our business operations and cause material financial loss,
 loss of human capital, regulatory actions, reputational harm, damaged client relationships or legal liability.

 Janel may be subject to product and other liability risks for which it may not have adequate insurance coverage.

 We may be named a defendant in product liability lawsuits alleging that products or services provided by us have resulted or could result in an unsafe condition or injury to consumers, particularly for our
 Life Sciences and Manufacturing segments' products. There are several factors beyond our control that could lead to liability claims, such as the reliability and competence of the customers' operators and the training of such operators.
 Any such third-party claims and product liability claims filed against us could carry potential liabilities in excess of our insurance coverage. We cannot be certain that our current insurance will be sufficient to cover any adverse
 determinations in such product liability lawsuits.

 In the ordinary course of our Logistics business, we are a defendant in several legal proceedings arising out of the conduct of our Logistics business. These proceedings include third-party claims for
 property damage or bodily injury incurred in connection with our services. Within our Logistics segment, ELFS maintains auto liability for commercial trucking claims of up to $6,000,000 per occurrence,
 and general liability with of up to $6,000,000 per occurrence. Any such third-party claims filed against ELFS could carry potential liabilities in excess of our insurance coverage. We cannot be certain that our current insurance
 will be sufficient to cover any adverse determinations in such liability claims or lawsuits.

 Life Sciences faces an inherent business risk of exposure to product and other liability claims if its products or services are alleged or found to have caused injury, damage or loss. While we retain
 product liability insurance, we may be unable to obtain insurance with adequate levels of coverage for potential liability on acceptable terms or claims of this nature may be excluded from coverage under the terms of any insurance policy
 that we obtain. If we are unable to obtain such insurance or the amounts of any claims successfully brought against us substantially exceed our coverage, our business could be materially adversely affected.

 If Indco's customers successfully assert product liability claims against it due to defects in Indco's products, its operating results may suffer, and its reputation may be harmed. Indco faces an inherent risk of exposure to claims in the event that the failure, use or misuse of its products results, or is alleged to result, in bodily injury, property damage or economic loss.
 While Indco believes that it meets or exceeds existing professional specification standards recognized or required in the industries in which it operates, Indco has been subject to claims in the past, and it may be subject to claims in
 the future. A successful product liability claim or series of claims against Indco, or a significant warranty claim or series of claims against it, could materially decrease its liquidity, and, therefore, Janel's financial condition.
 There are several factors beyond our control that could lead to liability claims, such as the reliability and competence of the customers' operators and the training of such operators. Any such product liability claims filed against Indco
 could carry potential liabilities in excess of our insurance coverage. We cannot be certain that our current insurance will be sufficient to cover any adverse determinations in such product liability lawsuits.

 If we fail to comply with applicable privacy, security and data laws, regulations and standards, our business and reputation may be materially adversely affected.

 As disclosed above, we connect and store certain personal identifying and confidential information relating to our customers, vendors, employees and suppliers. The collection, maintenance, protection, use,
 transmission, disclosure and disposal of sensitive personal information are regulated at the federal, state, international and industry levels and requirements are also imposed on us by contracts with clients. In some cases, such laws,
 rules, regulations and contractual requirements also apply to our vendors and require us to obtain written assurances of their compliance with such requirements. International laws, rules and regulations governing the use and disclosure
 of such information, such as the European Union's General Data Protection Regulation and various regulations being adopted by states throughout the U.S., can be more stringent than laws in the United States, and they vary across
 jurisdictions. In addition, more jurisdictions are regulating the transfer of data across borders and domestic privacy and data protection laws are generally becoming more onerous.

 These laws, rules and contractual requirements are subject to change and the regulatory environment surrounding data security and privacy is increasingly demanding. Compliance with existing or new privacy,
 security and data laws, regulations and requirements may result in increased operating costs and may constrain or require us to alter our business model or operations.

 Our management information and financial reporting systems are spread across diverse platforms and geographies.

 The growth of our business through acquisitions has resulted in our reliance on the accounting, business information and other computer systems of these acquired entities to capture and transmit information
 concerning customer orders, carrier payment, payroll and other critical business data. We continue to make progress towards migrating our various legacy operating and accounting systems to a singular system. As long as an acquired
 business remains on another information technology system, we face additional manual calculations, training costs, delays and an increased possibility of inaccuracies in the data we use to manage our business and report our financial
 results. Any delay in compiling, assessing and reporting information could materially adversely impact our business; our ability to react timely to changes in volumes, prices, or other trends; or to take actions to comply with financial
 covenants, all of which could negatively impact our stock price.

 Risk Factors Related to Janel's Logistics Business

 Our Logistics business depends on third-party carriers to transport our customers' cargo.

 As a non-asset-based provider of global logistics services, our Logistics business's ability to serve its customers depends on the availability of air and sea cargo space, including space on passenger and
 cargo airlines, ocean carriers that service the transportation lanes and trucking companies that our Logistics business uses. Shortages of cargo space are most likely to develop around holidays and in especially heavy transportation
 lanes. In addition, available cargo space could be reduced as a result of decreases in the number of airlines or ocean carriers serving particular shipment lanes at particular times. Consequently, our ability to provide services for our
 customers could be adversely impacted by, among other things: shortages in available cargo capacity; changes by carriers and transportation companies in policies and practices such as scheduling, pricing, payment terms and frequency of
 service, increases in the cost of fuel, taxes and labor, changes in the financial stability or operating capabilities of carriers and other factors not within our control. Reductions in airfreight or ocean freight capacity may have a
 material adverse effect on our yields. Material interruptions in service or stoppages in transportation, whether caused by strike, work stoppage, lock-out, slowdown or otherwise, may materially adversely affect our business and
 operations.

 Quality customer service is important to our success, and any challenges in meeting our customers' needs and requirements may result in loss of business, thereby materially adversely affecting our operating
 results.

 In addition, any determination that our third-party carriers have violated laws and regulations could seriously damage our reputation and brands, resulting in diminished revenues and profit and increased
 operating costs.

 We may be subject to claims arising from transportation of freight by the carriers with which we contract, and increased insurance premium costs may have a material
 adverse effect on our results of operations.

 We use the services of multiple transportation companies in connection with our transportation operations. From time to time, drivers are, or may be, involved in accidents which may cause injuries and in
 which goods carried by them are lost or damaged. Such accidents usually result in equipment damage and, unfortunately, can also result in injuries or death. The resulting types and/or amounts of damages may be excluded from or exceed the
 amount of insurance coverage maintained by the contracted carrier. Although these drivers are not our employees and all of these drivers are employees, owner-operators, or independent contractors working for carriers, from time to time,
 claims may be asserted against us for their actions, or for our actions in retaining them. Claims against us may exceed the amount of our insurance coverage or may not be covered by insurance at all. A material increase in the frequency
 or severity of accidents, liability claims or workers' compensation claims, or unfavorable resolutions of claims, may materially adversely affect our operating results. A material increase in the frequency or severity of accidents, claims
 for lost or damaged goods, liability claims, workers' compensation claims, or unfavorable resolutions of any such claims could materially adversely affect our results of operations to the extent claims are not covered by our insurance or
 such losses exceed our reserves. Significant increases in insurance costs or the inability to purchase insurance as a result of these claims could also reduce our profitability and have an adverse effect on our results of operations. The
 timing of the incurrence of these costs may also materially adversely affect our operating results compared to prior periods.

 Additionally, insurance carriers may increase premiums for transportation companies generally. We may also experience additional increases in our insurance premiums in the future if our claims experience
 worsens. If our insurance or claims expense increases and we are unable to offset the increase with desired levels of insurance at reasonable rates, it may have a material adverse effect on our results of operations and financial
 position. In some instances, certain insurance could become unavailable or available only for reduced amounts of coverage. If we were to incur a significant liability for which we were not fully insured, it may have a material adverse
 effect on our business and operations.

 Finally, we face risks associated with the handling of customer inventory. Some of our operating agreements include maintaining the inventory of our customers. Failure to property handle such inventory
 could expose us to monetary claims and expenses, as well as reputational harm to our business.

 Higher carrier prices may result in decreased adjusted gross profit.

 Carriers can be expected to charge higher prices if market conditions warrant, including as a result of increased costs of fuel, labor shortages, and increased shipping times due to supply
 chain disruptions. Our adjusted gross profit and income from operations may decrease if we are unable to increase our pricing accordingly. Increased demand for truckload services and pending changes in regulations may reduce available
 capacity and also lead to increased carrier pricing.

 A determination that owner-operators are employees, rather than independent contractors, could expose us to various liabilities and additional costs.

 Federal and state legislation as well as tax and other regulatory authorities may seek to assert that independent contractors in the transportation service industry, such as our owner-operators, are
 employees rather than independent contractors. For example, on September 18, 2019, the state of California passed Assembly Bill 5 (AB5), which codified a standard test for determining a worker's status as an employee or independent
 contractor for purposes of determining employee benefits such as paid vacation, sick leave, meals, rest breaks and overtime, known as the ABC test. The ABC test is generally thought to lower the threshold for classifying a worker as an
 employee as opposed to an independent contractor. A particular aspect of the ABC test poses a distinct threat to the trucking industry; the test maintains that an independent contractor must undertake "work that is outside the usual
 course of the hiring entity's business" to avoid classification as an employee. For trucking companies hiring third-party truck drivers, it is unclear whether this prong of the test is satisfied or not. In August 2022, a federal District
 Court formally lifted the injunction that had previously kept AB5 from applying to California's trucking sector. The lifting of the injunction further increases the likeli hood that
 owner-operators may be classified as employees within the state.

 While relatively new in California, versions of the ABC test have existed in a number of other states over the years and have been challenged in various courts as violating the federal government's
 exclusive right to regulate motor carriers in interstate commerce. There can be no assurance that these interpretations and tax laws that consider these persons independent contractors will not change, that other federal or state
 legislation will not be enacted or that various authorities will not successfully assert a position that reclassifies independent contractors to be employees. If our owner-operators are determined to be our employees, that determination
 could materially increase our exposure under a variety of federal and state tax, workers' compensation, unemployment benefits, labor, employment and tort laws, as well as our potential liability for employee benefits.

 In addition, such changes may be applied retroactively, and, if so, we may be required to pay additional amounts to compensate for prior periods. Any of the above increased costs would materially adversely
 affect our business and operations.

 Recessions and other economic developments that reduce freight volumes could have a material adverse impact on our Logistics business.

 The transportation industry historically has experienced cyclical fluctuations in financial results due to economic recession, downturns in business cycles of customers like those serviced by our Logistics
 business, interest rate fluctuations, government shutdowns and other economic factors beyond the control of our Logistics business. Deterioration in the economic environment subjects our Logistics business to various risks that may have a
 material impact on its operating results and cause it, and, therefore, Janel, to not reach its long-term growth goals, as a result of, for example, the following:

 •

 a reduction in overall freight volumes in the marketplace, reducing our Logistics business's opportunities for growth;

 •

 economic difficulties encountered by some of our Logistics business customers, who may, therefore, not be able to pay our Logistics business in a timely manner or at all, or may go out of business;

 •

 economic difficulties encountered by a significant number of our Logistics business's transportation providers, who may go out of business and, therefore, leave our Logistics business unable to secure sufficient equipment or
 other transportation services to meet commitments to its customers; and

 •

 the inability of our Logistics business to appropriately adjust its expenses to changing market demands.

 In addition, if a downturn in the business cycles of our Logistics business customers causes a reduction in the volume of freight shipped by those customers, its, and, therefore, Janel's, operating results
 could be materially adversely affected.

 Other events affecting the volume of international trade and international operations may have a material adverse effect on our Logistics international operations.

 In addition to economic conditions, our Logistics business's international supply chain services are directly related to, and dependent on, the volume of international trade, particularly trade between the
 United States and foreign nations. This trade, as well as our Logistics business's international supply chain services, is influenced by many factors, including:

 •

 economic and political conditions in the United States and abroad;

 •

 major work stoppages;

 •

 exchange controls, currency conversion and fluctuations;

 •

 war, other armed conflicts and terrorism, such as the Russia-Ukraine conflict; and

 •

 U.S. and foreign laws relating to tariffs, trade restrictions, foreign investment and taxation.

 As previously noted, President-elect Donald Trump has indicated that he intends to impose tariffs, including a 60% tariff on goods imported from China and a 20% tariff on all other U.S. imports, which could
 result in a trade war. The foregoing and other events beyond the control of our Logistics business, such as a failure of various nations to reach or adopt international trade agreements or an increase in bilateral or multilateral trade
 restrictions, may have a material adverse effect on our Logistics segment.

 The difficulty in accurately forecasting timing or volumes of customer shipments and/or rate changes by carriers could increase the cost of our operations. The unpredictability of short- and long-term
 fluctuations in such factors is influenced by volatile market conditions, global developments, consumer trends and numerous other factors outside of our company's direct control.

 Failure to comply with governmental permit and licensing requirements or statutory and regulatory requirements could result in civil and criminal sanctions, fines or
 revocation of our Logistics business's operating authorities, and changes in these requirements may have a material adverse effect on our Logistics business.

 Our Logistics business's operations are subject to various state, local, federal and foreign statutes and regulations prohibiting various activities that in many instances require permits and licenses.
 Failure to maintain compliance with applicable law and regulations, required permits or licenses, or to comply with applicable regulations, could result in substantial fines or revocation of our Logistics business operating authorities.
 Moreover, government deregulation efforts, "modernization" of the regulations governing customs clearance and changes in the international trade and tariff environment could require material expenditures or otherwise have a material
 adverse effect on our Logistics business specifically.

 Our Logistics business is subject to seasonal trends and other factors beyond our control.

 Historically, our Logistics business's operating results have been subject to seasonal trends when measured on a quarterly basis. Its second fiscal quarter has traditionally been the weakest, and the third
 and fourth fiscal quarters have traditionally been the strongest. As a result, its quarterly operating results are likely to continue to fluctuate. This trend is dependent on numerous factors, including the markets in which our Logistics
 business operates, holiday seasons, consumer demand, climate, economic conditions and numerous other factors. This historical seasonality has also been influenced by the growth and diversification of our Logistics business international
 network and service offerings. A substantial portion of our Logistics business's revenues is derived from customers in industries whose shipping patterns are tied closely to consumer demand which can sometimes be difficult to predict or
 are based on just-in-time production schedules. Therefore, our Logistics business's revenues is, to a large degree, affected by factors that are outside of its control. In addition, our Logistics business has several primarily variable
 expenses that are fixed for a period of time, and it may not be able to adequately adjust them in a period of rapid change in market demand. Our Logistics business historic operating patterns may not continue in future periods as it
 cannot influence or forecast many of these factors. Comparisons of our operating results from period to period are, therefore, not necessarily meaningful and should not be relied upon as an indicator of future performance.

 Risk Factors Related to Janel's Life Sciences Business

 Changes in governmental regulations may reduce demand for our products and/or increase our expenses.

 Life Sciences competes in markets in which it or its customers must comply with federal, state, local and foreign regulations, such as environmental, health and safety, and food and drug regulations. We
 develop, configure and market our products to meet customer needs created by these regulations. Any significant change in these regulations could reduce demand for our products and/or increase our costs of producing these products.

 The success of Life Sciences depends on its ability to continually produce products that meet high quality standards such as purity, reproducibility and/or absence of
 cross- reactivity.

 Product quality and reputation are key purchasing decision factors for our Life Sciences customers. While our Life Sciences operations have experienced and qualified personnel, long operating histories and
 substantial production systems and protocols in place, failure on our part to meet our customers' high-quality product expectations (in particular with respect to product purity, reproducibility and specificity) may have a material
 adverse effect on our business and operations.

 The success of Life Sciences is affected by its ability to maintain its intellectual property rights. If we are unable to adequately protect our intellectual property,
 if third parties infringe on our intellectual property rights, or if we are involved in disputes to determine the scope and validity of others' proprietary rights, we may suffer competitive injury or expend significant resources enforcing
 our rights.

 Intellectual property rights heavily influence product development and differentiation. We own several patents, trademarks, copyrights, trade secrets and other intellectual property and licenses to
 intellectual property owned by others, which together are important to our business operations. However, the intellectual property rights we obtain are not always sufficiently broad and do not always guarantee a significant competitive
 advantage, and patents may not be issued for pending or future patent applications owned, submitted by, or licensed to us. Despite the steps that we and our licensors have taken to maintain and protect our intellectual property, we cannot
 fully prevent such intellectual property from being challenged, invalidated, circumvented, designed-around or becoming subject to compulsory licensing. Sometimes, enforcement may not be available to us because a third-party may have a
 dominant intellectual property position or for other business reasons.

 We also rely on nondisclosure and noncompetition agreements with employees, consultants and other parties to protect, in part, trade secrets and other proprietary rights. There can be no guarantee that
 these agreements sufficiently protect our trade secrets and other proprietary rights and will not be breached, that we will have sufficient remedies for any breach, that others will not independently develop substantially equivalent
 proprietary information, or that third parties will not otherwise gain access to our trade secrets or other proprietary rights.

 We may also be sued by third parties alleging that we have infringed their intellectual property rights. Such lawsuits are expensive, time-consuming and divert management's focus away from other business
 concerns. If we are found to be infringing the intellectual property of others, we could be required to cease certain activities, alter our products or processes, or pay licensing fees, any of which could cause unexpected costs and delays
 that may materially adversely affect us. If we are unable to obtain a required license on acceptable terms, or if we are unable to design around any third-party patent, we may be unable to sell some of our products and services, which
 could reduce revenues. Additionally, if we do not prevail in such lawsuits, a court may find damages or award other remedies in favor of the opposing party, which may materially adversely affect our earnings.

 The biomedical and life sciences industries that we serve are under constant pressures to increase the predictability of or reduce healthcare costs, all of which may
 materially adversely affect our business and financial results due to our role in the healthcare supply chain.

 Our Life Sciences products are sold primarily to research scientists at biomedical and life sciences companies and at academic research institutions. Development spending by our customers and the
 availability of government research funding can fluctuate due to changes in available resources, mergers of pharmaceutical and biotechnology companies, spending priorities, general economic conditions and institutional and governmental
 budgetary policies. Efforts to reduce or increase the predictability of healthcare costs may impact all stages of the healthcare supply chain, including the acquisition of antibodies, diagnostic reagents, diagnostic kits and other
 immunoreagents for biomedical research and antibody manufacturing. In addition, consolidation trends in the pharmaceutical, biotechnology and diagnostic industries have served to create fewer customer accounts and to concentrate
 purchasing decisions for some customers. Failure to anticipate and respond to competitors' actions may materially adversely affect the future sales and earnings of Life Sciences and, therefore, Janel.

 Risk Factors Related to Janel's Manufacturing Business

 Any decrease in the availability, or increase in the cost, of raw materials could materially affect Indco's revenues and earnings.

 The availability of certain critical raw materials such as motors, gear drivers, motor controls, standard hardware products, castings and steel bars, plates and shafts are subject to factors that are not
 within Indco's control. In some cases, these critical raw materials are purchased from suppliers operating in countries that may be subject to unstable political and economic conditions, or there may be other supply chain issues related
 to the procurement of such raw materials, including as a result of international conflicts, or climate change.

 While Indco has historically been able to source its raw materials from an assortment of suppliers, at any given time, Indco may be unable to obtain an adequate supply of critical raw materials on a timely
 basis, at prices and other terms acceptable to it, or at all. If Indco is unable to obtain adequate and timely deliveries of required raw materials, it may be unable to timely manufacture sufficient quantities of products. This could
 cause Indco to lose sales, incur additional costs, delay new product introductions or suffer harm to its reputation.

 If suppliers increase the price of critical raw materials or are unwilling or unable to meet Indco's demand, it may not have alternative sources of supply. In addition, costs of certain critical raw
 materials have been volatile due to factors beyond Indco's control. Raw material costs are included in Indco's contracts with customers, but in some cases Indco is exposed to changes in raw material costs from the time purchase orders are
 placed to when it purchases the raw materials for production. Changes in business conditions may have a material adverse effect on Indco's ability to recover rapid increases in raw material costs and may materially adversely affect
 Indco's, and, therefore, Janel's, results of operations.

 The extensive environmental, health and safety regulatory regimes applicable to Indco's operations create potential exposure to significant liabilities.

 The nature of Indco's manufacturing business subjects its operations to numerous and varied federal, state, local and international laws and regulations relating to pollution, protection of public health
 and the environment, natural resource damages and occupational safety and health. Failure to comply with these laws and regulations, or with the permits required for Indco's operations, could result in fines or civil or criminal
 sanctions, third-party claims for property damage or personal injury and investigation and cleanup costs. Potentially significant expenditures could be required in order to comply with new environmental laws or requirements that may be
 adopted or imposed in the future. Indco has used, and currently uses, certain substances that are considered hazardous, extremely hazardous or toxic under worker safety and health laws and regulations. Although Indco implements controls
 and procedures designed to reduce the continuing risk of adverse impacts and environmental, health and safety issues, Indco could incur substantial cleanup costs, fines and civil or criminal sanctions, and third-party property damage or
 personal injury claims as a result of violations, non-compliance or liabilities under these regulatory regimes.

 As a manufacturing business, Indco also must comply with federal and state environmental laws and regulations that relate to the manner in which Indco stores and disposes of materials and the related
 reports that Indco is required to file. Indco cannot ensure that it will not incur additional costs to maintain compliance with environmental laws and regulations or that it will not incur significant penalties for failure to be in
 compliance.

 Indco relies on a single location to manufacture its products.

 Indco's business operates out of a single location in New Albany, Indiana. Indco employs lean manufacturing techniques and, therefore, carries little inventory. Indco could experience prolonged periods of
 reduced production due to unforeseen catastrophic events occurring in or around its facility in Indiana. As a result, Indco may be unable to shift manufacturing capabilities to alternate locations, accept materials from suppliers, meet
 customer shipment needs or address other severe consequences that may be encountered, and Indco may suffer damage to its reputation. Indco's, and, therefore, Janel's, financial condition and results of operations may be materially
 adversely affected were such events to occur.

 Risk Factors Related to Ownership of Janel's Common Stock

 A small number of Janel's stockholders have a controlling influence over Janel.

 A small number of our stockholders control the vote of approximately 75.4% o f the outstanding shares of our common stock as of September 30, 2024, which includes
 Janel common stock such persons can acquire through the exercise of vested options granted to them. As a result, these stockholders could control the election of our directors and, therefore, have the ability to control the affairs of
 Janel. Furthermore, one particular investor in the Company has the right to appoint 50% of the members of our Board of Directors.

 As a result, these few stockholders have controlling influence over, among other things, the ability to amend our certificate of incorporation and bylaws or effect or preclude fundamental corporate
 transactions involving Janel, including the acceptance or rejection of any proposals relating to a merger of Janel or an acquisition of Janel by another entity. The interests of these officers, directors and stockholders may conflict with
 those of other stockholders. This concentration of ownership may also delay, deter or prevent a change in control of Janel, and some transactions may be more difficult or impossible without the support of these parties.

 It is unlikely that Janel will issue dividends on its common stock in the foreseeable future.

 We have never declared nor paid cash dividends on our common stock, and we do not intend to pay dividends in the foreseeable future. The payment of dividends in the future will be at the discretion of our
 Board of Directors.

 Janel's stock price is subject to volatility.

 Our common stock trades on the Pink tier of the OTC market under the symbol "JANL." The market price of Janel's common stock has been subject to significant fluctuations. There is an absence of a true
 market for Janel shares and thus a valid valuation is not readily maintained. This result is caused in part by the concentrated holdings of Janel, which has led to abnormal price volatility. Such fluctuations as well as economic
 conditions generally may adversely affect the market price of Janel's common stock.

 Our common stock is not as frequently traded as compared to the volume of trading activity associated with larger companies whose shares trade on the larger national exchanges. Because of this limited
 liquidity, stockholders may be unable to sell their shares at the prices or volumes they desire. As a result, the trading price of our shares may occasionally fluctuate drastically. The trading price may be affected by a number of factors
 including events described in the risk factors set forth in this report as well as our operating results, financial condition, announcements, general conditions in the industry and the financial markets and other events or factors. In
 recent years, broad stock market indices, in general, and smaller capitalization companies, in particular, have experienced substantial price fluctuations. In a volatile market, we may experience wide fluctuations in the market price of
 our common stock. These fluctuations may have a negative effect on the market price of our common stock.

 We have issued, and may continue to issue, shares of preferred stock with greater rights than our common stock.

 Our certificate of incorporation authorizes our Board of Directors to issue shares of preferred stock and to determine the price and other terms for those shares without the approval of our stockholders. As
 of September 30, 2024, for example, we had 11,368 shares of Series C Cumulative Preferred Stock outstanding. Any such preferred stock we may issue in the future could rank ahead of our common stock with respect to certain rights or
 obligations, including in terms of dividends and liquidation rights.

 Janel has no assurance of a continued public trading market.

 Our common stock is quoted in the over-the-counter market on the Pink tier of the OTC market and, to the extent the market price of our common stock falls below $5.00 per share, may be subject to the
 low-priced security or so-called "penny stock" rules that impose additional sales practice requirements on broker-dealers who sell such securities. For any transaction involving a penny stock, the rules require, among other things, the
 delivery, prior to the transaction, of a disclosure schedule required by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative
 and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information for the penny stocks held in the customer's account. These disclosure requirements may have the effect of reducing the
 level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, to the extent we are subject to the penny stock rules, such rules may affect the ability of broker-dealers to trade
 our securities. As a result, characterization as a "penny stock" can discourage investor interest in and limit the marketability of our common stock.

 Janel incurs significant costs to comply with the laws and regulations affecting public companies, which could harm its business and results of operations.

 We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Sarbanes-Oxley Act of 2002, as amended (the "Sarbanes-Oxley Act"), and other
 applicable securities rules and regulations. These rules and regulations have increased, and will continue to increase, Janel's legal, accounting and financial compliance costs and have made, and will continue to make, some activities
 more time-consuming and costly. For example, these rules and regulations could make it more difficult and more costly for us to obtain director and officer liability insurance, and Janel may be required to accept reduced policy limits and
 coverage or to incur substantial costs to maintain the same or similar coverage.

 These rules and regulations could also make it more difficult for us to attract and retain qualified persons to serve on its Board of Directors or its Board committees or as executive officers. Our
 management and other personnel devote a substantial amount of time to these compliance initiatives. As a result, management's attention may be diverted from other business concerns, which could harm our business and operating results.

 General Risk Factors

 Terrorist attacks and other acts of violence or war may affect any market on which the Company's shares trade, the markets in which the Company's
 subsidiaries operate and the Company's business operations and profitability.

 Terrorist acts or acts of war or armed conflict may have a material adverse effect on our business and operations. Any of these acts could result in increased volatility in, or damage to, the
 United States and worldwide financial markets and economy, and, in particular, could lead to increased regulatory requirements with respect to the security and safety of freight shipments and transportation. Acts of terrorism or armed
 conflict, and the uncertainty caused by such conflicts, could cause a reduction in demand for our businesses. In particular, this would have a corresponding adverse effect on our Logistics business.

 Security breaches or cybersecurity attacks may have a material adverse effect on Janel's ability to operate, could result in personal information being misappropriated
 and may cause Janel to be held liable or suffer harm to its reputation.

 We are dependent on information technology systems and infrastructures to carry out important operational activities and to maintain our business records. In addition, we rely on the systems of third
 parties. As part of our normal business operations, we connect and store certain personal identifying and confidential information relating to our customers, vendors, employees and suppliers. External and internal risks, such as malware,
 insecure coding, "Acts of God," data leakage and human error pose a direct threat to our information technology systems and operations.

 We, and the third parties with whom we conduct business, have faced, and may continue to be subject to, cybersecurity attacks and other intentional hacking. Any failure to identify and address such defects
 or errors or prevent a cyber-attack, including a ransomware attack, could result in service interruptions, operational difficulties, loss of revenues or market share, liability to customers or others, diversion of resources, injury to our
 reputation and increased service and maintenance costs. Addressing such issues could prove to be impossible or very costly and responding to resulting claims or liability could similarly involve substantial cost.

 In addition, our insurance coverage and/or indemnification arrangements that we enter into, if any, may not be adequate to cover all of the costs related to cybersecurity attacks or disruptions resulting
 from such events. We must also rely on the safeguards put in place by customers, suppliers, vendors or other third parties to minimize the impact of cyber threats, other security threats or business disruptions. These third parties may
 have varying levels of cybersecurity expertise and safeguards. In the event of a breach affecting these third parties, our business and financial results could suffer materially.

 While, to date, we have not had a significant cyber-attack or breach that has had a material impact on our business or results of operations, we remain at risk of a data breach due, in part, to the
 intentional or unintentional non-compliance by a third party's employee or agent, the breakdown of a third party's data protection processes or a cyber-attack on a third party's information network and systems. Additionally, acquired
 companies will need to be integrated with our information technology systems, which may cause additional training or licensing cost, along with potential delays and disruption. In such an event, our revenues, financial results and ability
 to operate profitably could be materially adversely affected. The challenges associated with integration of our acquisitions may increase these risks.

 ITEM 1B.

 UNRESOLVED STAFF COMMENTS

 Not applicable.

 ITEM 1C.

 CYBERSECURITY

 Risk Management and Strategy

 The Company maintains a comprehensive risk management program designed to assess, identify, and manage material risks facing the Company, including material risks associated with cybersecurity
 risks and vulnerabilities. Through this risk management program, the Company seeks to mitigate the potential impact of any cybersecurity incidents on the Company's operations and financial condition. We have a comprehensive set of processes
 to monitor the prevention, detection, mitigation and remediation of cybersecurity incidents.

 These processes include:

 •

 Implementation of cybersecurity measures, such as firewalls, endpoint intrusion detection and response systems, and anti-virus/anti-malware software.

 •

 Employee training and awareness programs to educate all employees about cybersecurity threats, incident reporting and prevention measures.

 •

 Monitoring of network traffic and information technology systems for signs of potential threats.

 •

 Incident response plan to ensure swift, effective and accurate disclosure of cybersecurity incidents to the appropriate employees of the Company, as well as our Board of Directors, if applicable.

 We engaged a third-party expert in January 2021 for the development of our information technology ("IT") risk management program, which included the development of a common framework for
 assessing and mitigating IT risks for the Company. The framework included a specific cybersecurity category to address measures to protect the Company from malware, ransomware and phishing, among others. The outcome was the creation of
 Company IT narratives and an IT risk control matrix. We regularly work with a third-party expert to test and update our risk mitigation controls.

 As of the date of this annual report, we are not aware of any cybersecurity incidents that have had, or are reasonably likely to have, a materially adverse effect on our operations, business,
 results of operations, or financial condition. As discussed more fully under "Item 1A—Risk Factors", the sophistication of cyber threats continues to increase, and the preventative actions the Company takes to reduce the risk of cyber
 incidents and protect its systems and information may be insufficient. No matter how well designed or implemented the Company's cybersecurity controls are, it will not be able to anticipate all security breaches, and it may not be able to
 implement effective preventive measures against cybersecurity breaches in a timely manner. See "Item 1A—Risk Factors—Security breaches or cybersecurity attacks may have a material adverse effect on Janel's ability to operate, could result
 in personal information being misappropriated and may cause Janel to be held liable or suffer harm to its reputation" and "—Our inability to successfully recover should we experience a catastrophic event, disaster or other business
 continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm or legal liability."

 Governance

 The Board of Directors maintains oversight of cybersecurity risk primarily through its Audit Committee. The Audit Committee receives regular updates from management on cybersecurity risks and
 incidents and the overall effectiveness of our cybersecurity programs.

 The Company's cybersecurity program is led by the Company's Chief Information Officer (the "CIO"), who has served in such role since October 2018. Our CIO has over 25 years of experience in
 the technology industry, which includes experience in data security and cybersecurity. Prior to joining the Company, our CIO ran a web tech consulting company serving small- and medium- sized businesses in healthcare and other industries.
 The Company conducts quarterly meetings of the IT and financial leadership of the Company's segments, including the CIO, and information from those meetings is provided to the Company's Audit Committee, which typically meets on a quarterly
 basis. At each Audit Committee meeting, the CIO and Chief Financial Officer provide an update to the Audit Committee on any relevant current and new IT risks and the general health of the IT risk management program, including cybersecurity
 risks. They also provide the Audit Committee with a quarterly written cybersecurity brief from IT leadership, including an incident reporting log, a review of emerging cybersecurity risks and developments, an assessment of the overall
 effectiveness of our cybersecurity programs and recommended updates to our cybersecurity risk assessment program. Management, along with our CIO, is responsible for developing the cybersecurity strategy and supervising our cybersecurity
 risk management program. Our IT team supports these efforts by managing day-to-day operations, including threat detection, incident response and system monitoring. Our cybersecurity incident reporting and escalation plan governs our
 assessment and response upon the occurrence of a material cybersecurity incident, including the process for informing senior Company management and our Audit Committee and/or Board of Directors, as applicable.

 ITEM 2.

 PROPERTIES

 Janel's executive offices are located in approximately 3,300 square feet of leased space in New York, New York. The lease term ends September 1, 2025.

 As of September 30, 2024, Logistics leased 6,900 square feet of office space in Garden City, New York. This location serves as the executive offices of the Logistics segment. The lease term
 ends August 31, 2030.

 As of September 30, 2024, Logistics leased twenty-six additional office spaces, some of which are on a month-to-month basis, in seventeen states located in the United States. Lease terms for
 these locations expire at various dates through August 31, 2030.

 As of September 30, 2024, Indco owned an approximately 12,600 square-foot manufacturing facility on a 1.2-acre parcel of land in New Albany, Indiana.

 As of September 30, 2024, Life Sciences owned an approximately 25,000 square-foot manufacturing facility on a 40-acre parcel of land in Davis, California. The Life Sciences segment also leases
 three other offices in the United States. Lease terms for these locations expire at various dates through February 28, 2034.

 The Company believes that its owned and leased properties are adequate to meet its occupancy needs in the foreseeable future.

 ITEM 3.

 LEGAL PROCEEDINGS

 Janel is occasionally subject to claims and lawsuits that 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. The information otherwise called for by this item is
 incorporated herein by reference to Note 19, Risks and Uncertainties, in the notes to the consolidated financial statements included in Part II, Item 8 of this Form 10-K.

 ITEM 4.

 MINE SAFETY DISCLOSURES

 Not applicable.

 ITEM 5.

 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Janel Corporation's Common Stock is traded on the Pink tier of the OTC market under the symbol "JANL."

 The following table sets forth the high and low bid prices for the common stock for each full quarterly period during the fiscal years indicated. The prices reflect the high and low bid
 prices as available through the Pink tier of the OTC market and represent prices between dealers. They do not reflect retailer markups, markdowns or commissions and may not represent actual transactions.

 Fiscal Year 2024

 Fiscal Year 2023

 Fiscal Quarter

 High

 Low

 High

 Low

 First Quarter, ended December 31,

 $

 27.00

 $

 20.51

 $

 49.00

 $

 36.00

 Second Quarter, ended March 31,

 $

 41.02

 $

 23.01

 $

 39.00

 $

 28.00

 Third Quarter, ended June 30,

 $

 42.00

 $

 24.00

 $

 34.00

 $

 25.00

 Fourth Quarter, ended September 30,

 $

 42.01

 $

 30.00

 $

 28.25

 $

 21.00

 On September 30, 2024, the Company had 52 holders of its shares of common stock. This amount does not
 include "street name" holders or beneficial holders of our common stock, whose holders of record are banks, brokers and other financial institutions.

 The closing price of the common stock on September 30, 2024 was $40.50 per share.

 Common Stock Dividends

 We have not declared, and currently do not plan to declare in the foreseeable future, dividends on our common stock.

 Series C Cumulative Preferred Stock ("Series C Stock")

 The Company had 11,368 shares of Series C Stock outstanding as of September 30, 2024 and September 30, 2023.

 ITEM 6.

 RESERVED

 ITEM 7.

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 Our discussions below in this Item 7 should be read along with Janel's audited financial statements and related notes thereto as of September 30, 2024 and 2023 and for each of the two years
 in the period ended September 30, 2024 included in this Annual Report on Form 10-K.

 INTRODUCTION

 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 level focuses on significant capital allocation decisions and corporate governance. 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.

 Year Ended September 30, 2024 Acquisitions

 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 subject to
 certain closing conditions.

 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.

 Year Ended September 30, 2023 Acquisitions

 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 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 November 1, 2022, the Company completed a business combination whereby it acquired all of the outstanding stock of ImmunoBioScience Corporation, which we include in our Life Sciences
 segment.

 Investment in Marketable Securities - Rubicon

 As of each of September 30, 2023 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.

 Results of Operations – Janel Corporation

 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 Consolidated
 Financial Statements and the notes thereto appearing in Item 8.

 Refer

 to Item 7. "Management Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K
 for the year ended September 30, 2023, filed on December 8, 2023, for a comparison of fiscal year 2023 results of operations to the fiscal year 2022 results of operations, which specific discussion is incorporated herein by
 reference.

 Our consolidated results of operations are as follows:

 Financial Summary

 2024

 2023

 $

 183,184

 $

 186,449

 Forwarding expenses and cost of revenues

 124,800

 130,777

 58,384

 55,672

 Operating expenses

 54,626

 53,073

 $

 3,758

 $

 2,599

 $

 $

 Adjusted operating income (1)

 $

 6,720

 $

 5,353

 Consolidated revenues for the year ended September 30, 2024 were $183,184, or 1.8% lower than fiscal 2023. Revenues decreased primarily due to lower freight prices in our Logistics segment
 as a result of lower freight demand relative to improved global transportation capacity. Income from operations for fiscal 2024 was $3,758 compared to income from operations of $2,599 for fiscal 2023, an increase of $1,159, largely as a
 result of increased profits across all of our operating segments. Adjusted operating income for fiscal 2024 increased to $6,720 versus $5,353 in the prior fiscal year primarily due to an overall increase in profits at our business
 segments.

 The Company's net income for the year ended September 30, 2024 totaled $551 or $0.45 per diluted share, compared to net income of $723 or $0.60 per diluted share for the year ended
 September 30, 2023. The decrease in net income was largely due to an increase in the fair value of mandatorily redeemable non-controlling interest and higher income tax expense, partially offset by higher profits in our business
 segments.

 (1) The following table sets forth a reconciliation of income from operations to adjusted operating income:

 Adjusted Operating Income

 2024

 2023

 $

 3,758

 $

 2,599

 2,299

 2,098

 Stock-based compensation

 Cost recognized on sale of acquired inventory

 Adjusted operating income

 $

 6,720

 $

 5,353

 BUSINESS PERFORMANCE

 Results of Operations – Logistics

 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.

 Financial Summary

 2024

 2023

 $

 159,958

 $

 166,052

 Forwarding expense

 117,501

 123,938

 $

 42,457

 $

 42,114

 Gross profit margin

 26.5

 %

 25.4

 %

 Selling, general and administrative expenses

 $

 37,057

 $

 37,310

 $

 5,400

 $

 4,804

 Fiscal 2024 compared with fiscal 2023

 Total revenues in fiscal 2024 were $159,958 as compared to $166,052 in fiscal 2023, a decrease of $6,094 or 3.7%. Revenues decreased primarily due to lower freight prices as a result of
 lower freight demand relative to improved global transportation capacity. Lower prices for ocean, air and trucking services led to a decrease in both gross revenues and forwarding expenses. Compared to fiscal 2023, our volume in
 fiscal 2024, as measured in ocean freight by twenty-foot equivalent units, fell 4%, while air freight volume as measured by metric tons fell 5% and customs entries increased 5%. Organic growth, which represents revenues growth
 excluding revenues from acquisitions within the preceding 12 months, decreased in fiscal 2024 by 7.3%.

 Gross Profit

 Gross profit in fiscal 2024 was $42,457, an increase of $343, or 0.8%, as compared to $42,114 in fiscal 2023. Gross profit as a percentage of revenue increased to 26.5% compared to 25.4%
 for the prior fiscal year, primarily due to lower freight prices. The increase of $343 was the result of $1,562 in gross profit from an acquisition, partially offset by a decrease in gross profit from the remainder of the Logistics
 segment.

 Selling, General and Administrative Expenses

 Selling, general and administrative expenses in fiscal 2024 were $37,057 as compared to $37,310 in fiscal 2023. The decrease of $253, or 0.7%, was mainly due to lower personnel
 expenses and insurance costs. As a percentage of gross revenue, selling, general and administrative expenses were 23.2% and 22.5% for fiscal 2024 and fiscal 2023, respectively. The increase in selling, general and administrative
 expenses as a percentage of revenue largely reflected the decrease in transportation rates.

 Income from Operations

 Income from operations increased to $5,400 in fiscal 2024 compared to $4,804 in fiscal 2023. Income from operations increased as a result of normalization in the market, lower
 personnel expense, insurance costs, and the additional profit from an acquisition. Operating margin as a percentage of gross profit was 12.7% in fiscal 2024 compared to 11.4% in fiscal 2023, largely due to higher gross profits.

 Results of Operations - Life Sciences

 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.

 Financial Summary

 2024

 2023

 $

 13,154

 $

 11,059

 Cost of sales

 2,296

 1,951

 Cost recognized upon sale of acquired inventory

 $

 10,516

 $

 8,683

 Gross profit margin

 79.9

 %

 78.5

 %

 Selling, general and administrative expenses

 $

 7,216

 $

 6,149

 $

 3,300

 $

 2,534

 Fiscal 2024 compared with fiscal 2023

 Total revenues were $13,154 in fiscal 2024 compared with $11,059 in fiscal 2023. Revenues increased 18.9% or $2,095 primarily related to increased product demand and current year
 acquisitions. Organic growth, which represents revenues growth excluding revenues from acquisitions within the preceding 12 months, increased in fiscal 2024 by 15.6%.

 Gross Profit

 Gross profit was $10,516 and $8,683 for fiscal years 2024 and 2023, respectively, representing a year-over-year increase of $1,833. In the fiscal years ended September 30, 2024 and
 2023, the Life Sciences segment had a gross profit margin of 79.9% and 78.5%, respectively. The increase in gross profit margin resulted from an improvement in product mix.

 Selling, General and Administrative Expenses

 Selling, general and administrative expenses for the Life Sciences segment were $7,216 and $6,149 for fiscal years 2024 and 2023, respectively. The year-over-year increase was due to
 additional expenses from acquired businesses. As a percentage of revenue, selling, general and administrative expenses were 54.9% and 55.6% for fiscal 2024 and fiscal 2023, respectively.

 Income from Operations

 The Life Sciences business earned $3,300 and $2,534 in income from operations for fiscal 2024 and 2023, respectively. The increase in operating income was primarily due to increased
 product demand and incremental revenue from acquisitions. As a result of these factors, income from operations as a percentage of revenue increased from 22.9% in fiscal year 2023 to 25.1% in fiscal year 2024.

 Results of Operations - Manufacturing

 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.

 Financial Summary

 2024

 2023

 $

 10,072

 $

 9,338

 Cost of sales

 4,661

 4,463

 $

 5,411

 $

 4,875

 Gross profit margin

 53.7

 %

 52.2

 %

 Selling, general and administrative expenses

 $

 3,129

 $

 2,978

 $

 2,282

 $

 1,897

 Fiscal 2024 compared with fiscal 2023

 Total revenues were $10,072 in fiscal 2024 compared with $9,338 in fiscal 2023, an increase of 7.9%. The increase in revenues largely reflected an increase in manufacturing volume in
 the business.

 Gross Profit

 Gross profit was $5,411 and $4,875 for fiscal years 2024 and 2023, respectively. The year-over-year increase in gross profit reflected an increase in sales volume. Gross profit
 margin for the Manufacturing segment during fiscal 2024 was 53.7%, as compared to 52.2%, in fiscal 2023. The increase in gross profit margin was generally due to the increase in sales volume and economies of scale.

 Selling, General and Administrative Expenses

 Selling, general and administrative expenses for the Manufacturing segment were $3,129 and $2,978 for fiscal years 2024 and 2023, respectively, an increase of $151, or 5.1%. As a
 percentage of gross revenues, selling, general and administrative expenses were 31.1% and 31.9% for fiscal 2024 and fiscal 2023, respectively. This decrease in selling, general and administrative expenses as a percentage of gross
 revenues was the result of our leverage over overhead expenses due to higher volumes and revenues.

 Income from Operations

 Income from operations for fiscal 2024 was $2,282 compared to $1,897 in fiscal 2023, representing a 20.3% increase compared to the prior fiscal year and consistent with the increase
 in revenues and gross margin, combined with a proportionally lower increase in selling, general and administrative expenses.

 Results of Operations – Corporate and Other

 Below is a reconciliation of income from operating segments to net (loss) available to common stockholders:

 Years Ended

 2024

 2023

 (In thousands)

 Total income from operating segments

 $

 10,982

 $

 9,235

 Corporate expenses

 (4,620

)

 (4,331

)

 Amortization expense

 (2,299

)

 (2,098

)

 Stock-based compensation - Corporate

 (305

)

 (207

)

 Total Corporate expenses

 (7,224

)

 (6,636

)

 Interest expense

 (2,318

)

 (1,998

)

 Other expense

 (346

)

 (76

)

 Net income before taxes

 1,094

 Income tax benefit (expense)

 (543

)

 (328

)

 (284

)

 Net Income Available to Common Stockholders

 $

 $

 Total Corporate Expenses

 Corporate expenses, which include amortization of intangible assets, stock-based compensation and merger and acquisition expenses, increased by $588 to $7,224, or 8.9%, in fiscal
 2024 as compared to fiscal 2023. The increase was primarily due to higher stock-based compensation expense and amortization expense. 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 $320, or 16.0%, to $2,318 in fiscal 2024 from $1,998 in fiscal 2023. The increase was primarily due to a higher average debt
 outstanding and higher interest rates.

 Income Tax Benefit (Expense)

 On a consolidated basis, the Company recorded an income tax expense of $543 in fiscal 2024, as compared to an income tax benefit of $198 in fiscal 2023. The increase in income tax
 expense was primarily due to an increase in pretax income.

 Preferred Stock Dividends

 Preferred stock dividends include the Company's Series C Stock dividends accrued or paid. For the fiscal years ended September 30, 2024 and 2023, preferred stock dividends were
 $328 and $284, respectively. Preferred stock dividends for fiscal 2024 increased by $44, or 15.5%, compared to fiscal 2023. The increase in preferred stock dividends was the result of the increase in the dividend rate of the
 Series C Stock by 1% on January 1, 2024. Such rate is set to increase on each January 1 thereafter for three years to a maximum rate of 9%. The dividend rate of the Series C Stock as of each of September 30, 2024 and September
 30, 2023 was 6% and 5%, respectively. Dividends accrued on the Company's Series C Stock were $2,271 and $2,029 as of September 30, 2024 and 2023, respectively.

 Net income was $551, or $0.45 per diluted share, for fiscal 2024 and $723, or $0.60 per diluted share, for fiscal year 2023. The decrease in net income was primarily due to a
 change in fair value of an earnout, higher stock-based compensation and higher income tax expense, partially offset by higher profits in our operating segments.

 Net income Available to Common Stockholders

 Net income available to common stockholders was $223 or $0.18 per diluted share for fiscal 2024 and $439 or $0.36 per diluted share for fiscal 2023. The decrease in net income
 available to common stockholders was due to the change in net income discussed above and higher preferred stock dividends.

 LIQUIDITY AND CAPITAL RESOURCES

 General

 Our ability to satisfy liquidity requirements–including satisfying 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 Janel's 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 or expense. 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.

 Janel's cash flow performance for the 2024 fiscal year may not necessarily be indicative of future cash flow performance.

 As of September 30, 2024, and compared with the prior fiscal year, the Company's cash and cash equivalents increased by $371, or 15.1%, to $2,832 from $2,461 as of September 30,
 2023. During the fiscal year ended September 30, 2024, Janel's net working capital deficiency (current assets less current liabilities) increased by $5,855, from ($19,549) at September 30, 2023 to ($25,404) at September 30,
 2024.

 Cash flows from operating activities

 Net cash provided by operating activities for fiscal years 2024 and 2023 was $6,832 and $11,388, respectively. The decrease in cash provided by operations for the year ended September 30, 2024 was driven principally by reduced net income, unrealized loss on marketable securities, and the timing of cash collections for
 accounts receivables primarily in our Logistics segment for the year ended September 30, 2024.

 Cash flows used in investing activities

 Net cash used in investing activities, mainly for the acquisition of subsidiaries, was $5,636 for fiscal 2024 and $6,500 for fiscal 2023. Net cash used in investing activities for
 fiscal 2024 related to two acquisitions; one in our Life Sciences segment and one in our Logistics segment. The fiscal 2023 net cash used in investing activities related to the two acquisitions in our Life Sciences segment and
 earnout payments to the former owners of ELFS. The Company also used $1,003 for the acquisition of property and equipment for the year ended September 30, 2024 compared to $360 for the year ended September 30, 2023.

 Cash flows used in financing activities

 Net cash used in financing activities was $574 for fiscal 2024 and $9,018 for fiscal 2023. Net cash used in financing activities in fiscal 2024 primarily came from repayments on
 our term loan as well as repayment on our subordinated promissory note, partially offset by borrowings from our line of credit. Net cash used in financing activities in fiscal year 2023 primarily included repayment of our term
 loan and line of credit.

 Credit Facilities

 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 provides for the
 following: (i) the maximum revolving facility amount available of $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) a one-time increase from $1,000 to $3,000 in the amount the Company was permitted to distribute to holders of the Company's Series C
 Preferred Stock if specified conditions are met 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.

 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.

 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%.

 At September 30, 2023, outstanding borrowings under the Santander Facility were $18,759, representing 53.6% of the $35,000 available thereunder, and interest was accruing at an
 effective interest rate of 7.60%.

 The Company was in compliance with the financial covenants defined in the Santander Loan Agreement at both September 30, 2024 and September 30, 2023.

 Working Capital Requirements

 Through September 30, 2024, the Logistics segment's cash needs were met by the Santander Facility and cash on hand. As of September 30, 2024, the Logistics segment had, subject to
 collateral availability, $5,852 available for future borrowings under its $35,000 Santander Facility and $748 in cash.

 The Company believes that its current financial resources will be sufficient to finance the operations and obligations (current and long-term liabilities) of the Logistics segment
 for the short- and long-term. However, the actual working capital needs of the Logistics segment will depend upon numerous factors, including operating results; the costs associated with growing the Logistics segment, either
 organically or through acquisitions; competition and availability under the Santander Facility, none of which can be predicted with certainty. If cash flow and available credit are not sufficient to fund working capital, the
 operations of the Logistics segment will be materially negatively impacted.

 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 Bank ("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 constitutes an amendment and restatement of the Prior First Merchants Credit Agreement. The credit facilities
 provided under the Credit Agreement (the "First Merchants Credit Facilities") consist of a $3,000 revolving loan (limited to the borrowing base and reserves), a $5,000 acquisition 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. 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. The revolving loan portion will expire on August 1, 2027, the Term A loan
 portion will mature on April 25, 2033, the Term B loan portion will mature on July 1, 2025 and the acquisition loan will permit multiple draws until October 25, 2024, at which point the outstanding principal amount will
 amortize, with all remaining amounts due at maturity of the acquisition loan on April 25, 2029; each of the foregoing maturities, subject to earlier termination as provided in the Credit Agreement and unless renewed or extended.

 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.

 As of September 30, 2024, there were $3,700 of outstanding borrowings under the acquisition 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 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.

 As of September 30, 2023, there were $500 of outstanding borrowings under the acquisition loan, $450 of outstanding borrowings under the revolving loan, $6,235 of outstanding
 borrowings under the Term A loan and $610 of outstanding borrowings under the Term B loan, with interest accruing on the acquisition loan and revolving loan at an effective interest rate of 8.18% and on the Term A loan and
 Term B loan at an effective interest rate of 8.18% and 4.19%, respectively.

 The Company was in compliance with the financial covenants defined in the First Merchants Credit Agreement at September 30, 2024 and September 30, 2023.

 Working Capital Requirements

 Life Sciences and Manufacturing's cash needs are currently met by the Term A loan, Term B loan, revolving loan and acquisition loan under the First Merchants Credit Facilities and
 cash on hand. As of September 30, 2024, Life Sciences and Manufacturing had $3,000 available under its $3,000 revolving loan and had $1,300 available under its $5,000 acquisition loan subject to collateral availability and $800
 and $1,075 in cash, respectively. The Company believes that the current financial resources will be sufficient to finance the Life Sciences and Manufacturing segment's operations and obligations (current and long-term
 liabilities) for the long- and short- term. However, actual working capital needs will depend upon numerous factors, including operating results; the cost associated with growing the Life Sciences and Manufacturing segments,
 either organically or through acquisitions; competition; and availability under the revolving credit facility, none of which can be predicted with certainty. If cash flow and available credit are not sufficient to fund working
 capital, Life Sciences and Manufacturing's operations will be materially negatively impacted.

 CURRENT OUTLOOK

 The results of operations in the Logistics, Life Sciences and Manufacturing segments are affected by the general economic cycle, particularly as it influences global trade levels
 and specifically the import and export activities of our Logistics segment's various current and prospective customers. Historically, the Company's annual results of operations have been subject to seasonal trends which have
 been the result of, or influenced by, numerous factors including climate, national holidays, consumer demand, economic conditions, the growth and diversification of the segment's international network and service offerings and
 other similar and subtle forces.

 The Company cannot accurately forecast many of these factors, nor can it estimate accurately the relative influence of any particular factor and, as a result, there can be no
 assurance that historical patterns, if any, will continue in future periods.

 The Company's subsidiaries are implementing business strategies to grow revenues and profitability for fiscal 2025 and beyond. Our Logistics strategy calls for additional branch
 offices, introduction of new revenue streams for existing locations, sales force expansion, additional acquisitions and a continued focus on implementing lean methodologies to contain operating expenses.

 Our Life Sciences and Manufacturing segments expect to introduce new product lines and wider distribution and promotion of their products with internet sales efforts. In addition
 to supporting its subsidiaries' growth plans, the Company may seek to grow by entering new business segments through acquisition.

 Certain elements of the Company's profitability and growth strategy, including proposals for acquisition and accelerating revenue growth, are contingent upon the availability of
 adequate financing on terms acceptable to the Company.

 Without adequate equity and/or debt financing, the implementation of significant aspects of the Company's strategic growth plan may be deferred beyond the originally anticipated
 timing, and the Company's operations may be materially negatively impacted.

 CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 Our accounting policies are described in Note 1 – Summary of Significant Accounting Policies, included herein, which contains a summary of the significant accounting policies and
 methods used in the preparation of our consolidated financial statements. Our financial statements are prepared in conformity with accounting principles generally accepted in the United States ("GAAP"), which require us to make
 estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses
 during the year. Actual results could differ from those estimates. We consider the following policies to be the most critical in understanding the judgments that are involved in preparing our financial statements and the
 uncertainties that could impact our results of operations, financial condition and cash flows.

 Business Combinations and Related Acquired Intangible Assets and Goodwill. We record all tangible and intangible assets acquired and
 liabilities assumed in a business combination at fair value as of the acquisition date in accordance with Accounting Standards Codification ("ASC") 805 Business Combinations. Acquisition date fair value represents the price that
 would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as measured on the acquisition date. The valuations are based on information that existed as of the
 acquisition date. During the measurement period, which shall not exceed one year from the acquisition date, we may adjust provisional amounts recorded for assets acquired and liabilities assumed to reflect new information that
 we have subsequently obtained regarding facts and circumstances that existed as of the acquisition date. Such fair value assessments require judgments and estimates, which may cause final amounts to differ materially from
 original estimates.

 As part of acquisitions of businesses, we acquired certain identifiable intangible assets, which are valued as of the acquisition date using a discounted cash flow ("DCF") model.
 Key assumptions in the DCF model include (i) future revenues, (ii) earnings before interest, taxes depreciation and amortization ("EBITDA") and (iii) the weighted average cost of capital discount rate. Estimated future revenues
 include assumptions about our ability to renew contracts in a competitive bidding process. A decrease in revenues or gross and EBITDA margins may adversely affect the value of identifiable intangible assets. The discount rate
 focuses on rates of return for equity and debt and is calculated using public information from selected guideline companies. The magnitude of the discount rate reflects the perceived risk of an investment. A change in the
 estimated risk of the acquired company cash flows would change the discount rate, which in turn could significantly affect the valuation of acquired identifiable intangible assets.

 The excess amount of the aggregated purchase consideration paid over the fair value of the net of assets acquired and liabilities assumed is recorded as goodwill. Goodwill is
 evaluated for impairment annually or more frequently if an event occurs or circumstances change, such as material deterioration in performance that would indicate an impairment may exist. When evaluating goodwill for impairment,
 we may first perform a qualitative assessment ("step zero" of the impairment test) to determine whether it is more likely than not that a reporting unit is impaired. If we decide not to perform a qualitative assessment, or if we
 determine that it is more likely than not the carrying amount of a reporting unit exceeds its the fair value, then we perform a quantitative assessment ("step one" of the impairment test) and calculate the estimated fair value
 of the reporting unit. If the carrying amount of the reporting unit exceeds the estimated fair value, an impairment charge would be recorded to reduce the carrying amount to its estimated fair value. The decision to perform a
 qualitative impairment assessment in a given year is influenced by a number of factors, including the significance of the excess of the reporting units' estimated fair value over carrying amount at the last quantitative
 assessment date, the amount of time in between quantitative fair value assessments and the date of our acquisitions.

 No indicators of impairment were identified from the date of our annual impairment test through September 30, 2024.

 A qualitative assessment is performed for intangibles and long-lived assets to determine if there are any indicators that the carrying amount might not be recovered. A quantitative
 analysis may be performed in order to test the intangibles and long-lived assets for impairment. If a quantitative analysis is necessary, an income approach, specifically a relief from royalty method, is used to estimate the
 fair value of the intangibles and long-lived assets. Principal factors used in the relief from royalty method that require judgment are projected net sales, discount rates, royalty rates and terminal growth assumptions.

 The estimated fair value of each intangible and long-lived assets is compared to its carrying amount to determine if impairment exists. If the carrying amount of intangibles and
 long-lived assets exceeds the estimated fair value, an impairment charge would be recorded to reduce the carrying amount of the intangibles and long-lived assets. No indicators of impairment of our intangibles and long-lived
 assets were identified from the date of our annual impairment test through September 30, 2024.

 RECENT ACCOUNTING STANDARDS

 The recent accounting standards is discussed in Note 1 to the consolidated financial statements contained in this report.

 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 growth excluding revenues from acquisitions within the preceding 12 months. The organic growth presentation
 provides useful period-to-period comparison of revenues results 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 industry 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.

 ITEM 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

 Consistent with the rules applicable to "smaller reporting companies", we have omitted the information required by Item 7A.

 ITEM 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 The financial statements and supplementary data required by this Item 8 are included in the Company's Consolidated Financial Statements and set forth in the pages indicated in Item
 15(a) of this Annual Report and are incorporated herein by reference.

 ITEM 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

 None.

 ITEM 9A.

 CONTROLS AND PROCEDURES

 Evaluation of Disclosure Controls and Procedures

 Janel maintains a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed in the reports
 that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and is accumulated and communicated to management, including
 its Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. 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 Chief Executive Officer and our Chief 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 September 30, 2024, the end of the period covered by this Annual Report on Form 10-K. Consistent with guidance issued by the SEC that an assessment of internal
 controls over financial reporting of a recently acquired business may be omitted from management's evaluation of disclosure controls and procedures, management is excluding an assessment of such internal controls of ViraQuest
 and Airschott from its evaluation of the effectiveness of the Company's disclosure controls and procedures. ViraQuest, which the Company acquired on February 1, 2024, constituted approximately 1 percent of the Company's total
 assets and 4 percent of income before income taxes of the Company as of and for the quarter ended March 31, 2024. Airschott, which the Company acquired on June 5, 2024, constituted approximately 2 percent of the Logistics
 segment's total assets and a 4 percent of income before income taxes of the Logistics segment as of and for the quarter ended June 30, 2024. Based on this evaluation, the Company's Chief Executive Officer and Chief Financial
 Officer have concluded that as of the end of such period, the Company's disclosure controls and procedures were effective.

 As referenced above, the Company acquired ViraQuest on February 1, 2024 and Airschott on June 5, 2024. The Company is in the process of reviewing the internal control structure of
 ViraQuest and Airschott and, if necessary, will make appropriate changes as it integrates ViraQuest and Airschott into the Company's overall internal control over financial reporting process. Other than as described above,
 there have been no changes in the Company's 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 year ended September 30, 2024 that
 has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 Management's Annual Report on Internal Control over Financial Reporting

 Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is
 defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act, as amended, as a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and effected by our Board of
 Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP and
 includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company (ii) provide
 reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that the Company's receipts and expenditures are being made only in accordance with
 authorizations of management and directors of the Company and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have
 a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to
 future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

 Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have performed an evaluation of the
 effectiveness of our internal control over financial reporting under the framework in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of
 the Commission. Based on this assessment, management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our internal control over financial reporting was effective as of September 30, 2024.

 This Annual Report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's
 report was not subject to attestation by the Company's registered public accounting firm pursuant to the exemption provided to issuers that are neither "large accelerated filers" nor "accelerated filers" under the Dodd-Frank
 Wall Street Reform and Consumer Protection Act.

 Changes in Internal Control Over Financial Reporting

 There was no change in our internal control over financial reporting that occurred during the quarter ended September 30, 2024 that has materially affected, or is reasonably likely
 to materially affect, our internal control over financial reporting.

 ITEM 9B.

 OTHER INFORMATION

 None.

 ITEM 9C.

 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not applicable

 ITEM 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Directors and Executive Officers

 The current executive officers and directors of the Company are as follows:

 Name

 Age

 Position

 Darren C. Seirer

 Board Chairman, President and Chief Executive Officer

 John Eidinger

 Board Vice Chairman

 Gerard van Kesteren

 Director, Chair of Audit Committee

 Karen M. Ryan

 Director, Chair of Compensation Committee, Senior Advisor to Life Sciences

 Gregory J. Melsen

 Director, Chair of Nominating and Corporate Governance Committee

 John J. Gonzalez, II

 Director, Senior Advisor for Mergers and Acquisitions

 Gregory B. Graves

 Joseph R. Ferrara

 Chief Financial Officer, Treasurer and Secretary

 Darren C. Seirer has served as Board Chairman, President and Chief Executive Officer of the Company since January 1, 2023. Mr. Seirer has
 been a private investor since 2019 and he has served as an advisor to the Company since 2021. Mr. Seirer was previously at Select Equity Group, L.P. from 1993 to 2019. Mr. Seirer has also served as a director of Rubicon since
 2022. Mr. Seirer is well-qualified to serve as a member of the Company's Board of Directors based on his extensive experience in financial services and mergers and acquisitions.

 John Eidinger has served as Vice Chairman of the Board since January 1, 2023. Since 2019, Mr. Eidinger has advised and assisted the
 Company in business development. Previously, Mr. Eidinger was a private investor. From 2011 until 2017, Mr. Eidinger was an associate portfolio manager from Select Equity Group, L.P. Mr. Eidinger is well-qualified to serve as
 a member of the Company's Board of Directors based on his extensive experience in financial services and mergers and acquisitions.

 Gerard van Kesteren has served as a Director of Janel since November 2015. From 1999 until 2014, Mr. van Kesteren served as the Chief
 Financial Officer of Kuehne + Nagel Group, an international freight forwarder and leading global provider of innovative and fully integrated supply chain solutions. Mr. van Kesteren has served as a director of Raben Group NV
 (Netherlands) and Planzer Holding AG (Switzerland) since 2015, and Deufol SE (Germany) since 2022. Additionally, Mr. van Kesteren had previously served as a director of CTP NV (Netherlands) from 2021 to 2024. Mr. van Kesteren is
 well-qualified to serve as a member of the Company's Board of Directors based on his extensive experience in the freight forwarding and logistics industry. Mr. van Kesteren serves as the chair of the Audit Committee.

 John J. Gonzalez, II has served as a Director of Janel since June 2016. Prior to that, he was a Senior Managing Director of Janel Group,
 following the August 2014 purchase by the Company of Alpha International and President Container Lines ("Alpha/PCL"), which he co-founded in 1979. Mr. Gonzalez has been involved in the transportation business since 1969. Mr.
 Gonzalez is well-qualified to serve as a member of the Company's Board of Directors based on his extensive experience in the freight forwarding and logistics industry and also serves as a senior advisor to the Company.

 Gregory J. Melsen has served as a Director of Janel since January 2018. From 2005 to 2014, he was Vice
 President-Finance, Treasurer and Chief Financial Officer of Techne Corporation (now Bio-Techne Corporation), a leading developer and manufacturer of specialty biological products that were sold to biomedical
 researchers and clinical research laboratories, and hematology controls that were used in hospital and clinical laboratories to check the performance of blood analysis instruments. Mr. Melsen has 50
 years of business experience, primarily in the accounting and finance areas. He has served as Chief Financial Officer at a number of companies and has 19 years of public accounting experience, including nine years as partner
 at Deloitte. Mr. Melsen is well-qualified to serve as a member of the Company's Board of Directors based on his extensive experience in accounting and finance. Mr. Melsen serves as Chair of the Nominating and Corporate
 Governance Committee.

 Karen M. Ryan, also known professionally as Karen Padgett, has served as a Director of Janel since October 2021. Prior to that, she served
 as Vice President of Global Marketing and Vice President of the Antibody Business Unit of Bio-Techne, a public global life science business from 2014 until 2019. From 1996 until 2014, Ms. Ryan was the founder and Chief Executive
 Officer of Novus Biologicals, a private research reagent company, which she successfully grew until its sale to Bio-Techne. Ms. Ryan is well qualified to serve as a member of the Company's Board of Directors based on her
 extensive life science and executive leadership experience. Ms. Ryan serves as chair of the Compensation Committee.

 Gregory B. Graves has served as a Director of Janel since May 31, 2023. Mr. Graves served as Executive Vice President and Chief Financial
 Officer and Treasurer of Entegris, Inc. ("Entegris"), a company focused on specialty chemicals and advanced materials solutions, from March 2007 to May 15, 2023. Prior to March 2007, he served as Senior Vice President,
 Strategic Planning & Business Development of Entegris. Prior to joining Entegris Minnesota in September 2002, Mr. Graves held positions in investment banking, corporate development and public accounting, including at U.S.
 Bancorp Piper Jaffray, Dain Rauscher, The Pillsbury Company and Deloitte. Mr. Graves has served as a director of Axcelis Technology since February of 2024. In 2022, Mr. Graves joined the Board of Directors of Skywater
 Technologies, Inc. (a semiconductor manufacturer). Mr. Graves has served as a director of Laird Superfood, Inc. (a plant-based food company) since September 2018, and was a member of the Board of Directors of Plug Power Inc.
 (an energy solutions provider) from May 2017 to June 2019. Mr. Graves is well-qualified to serve as a member of the Company's Board of Directors based on his extensive experience in accounting and finance.

 Joseph R. Ferrara is Chief Financial Officer, Treasurer and Secretary of the Company and has served in such capacities since February
 2024. Before joining the Company, Mr. Ferrara was the Executive Officer and Chief Financial Officer of Rubicon Technology, Inc. (Rubicon), an OTC listed industrial company, from February 2023 to October 2023. Prior to joining
 Rubicon, Mr. Ferrara spent 15 years as a financial consultant to various other private companies. Prior to that Mr. Ferrara spent 17 years at Louis Dreyfus Commodities, North America, most recently as its Chief Financial
 Officer. Prior to that Mr. Ferrara spent five years with Ernst & Young as a senior auditor. Mr. Ferrara has a B.S. in Accounting from the University at Albany, State University of New York and an MBA in finance and
 international business from New York University's Stern School of Business.

 Directors hold office for a one-year term until they are re-elected, or their successors have been duly elected and qualified. The executive officers are elected by the Board of
 Directors on an annual basis and serve under the direction of the Board. Executive officers devote all of their business time to the Company's affairs.

 Delinquent Section 16(a) Reports

 Section 16(a) of the Exchange Act requires the Company's directors, executive officers and persons who beneficially own more than 10% of its Class A common stock to file reports of
 ownership and changes in ownership with the SEC and to furnish the Company with copies of all such reports they file.

 Based on the Company's review of the copies of such forms received by it, or written representations from certain reporting persons, the Company believes that none of
 its directors, executive officers or persons who beneficially own more than 10% of the Company's common stock failed to comply with Section 16(a) reporting requirements during the fiscal year ended September 30, 2024.

 Board of Directors

 During the fiscal year ended September 30, 2024, the Board of Directors met eleven times. No incumbent director attended fewer than 75% of the aggregate of the total number of
 meetings of the Board of Directors of the Company and the total number of meetings held by all Board committees in which that director served.

 Committees.

 The Company's Board of Directors has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each committee operates under a
 charter that has been approved by the Company's Board of Directors and is available on its website located at www.janelcorp.com.

 Audit Committee.

 The Company's audit committee ("Audit Committee") oversees its corporate accounting and financial reporting process. The Audit Committee consists of Mr. van Kesteren as the chair,
 Mr. Gonzalez, Mr. Melsen, Mr. Graves and Ms. Ryan. The Audit Committee met five times during fiscal 2024. The Audit Committee has the following responsibilities, among others, as set forth in the Audit Committee charter:

 •

 reviewing and assessing the effectiveness of external auditors, their independence from Janel and any additional assignments they may be given, as well as reviewing their appointment,
 termination and remuneration

 •

 reviewing and assessing the scope and plan of the audit, the examination process, audit results and reports, as well as whether auditor recommendations have been implemented by management

 •

 recommending the approval of the annual internal audit report, including the responses of management thereto

 •

 assessing management's established risk assessment and any proposed measures to reduce risk

 •

 assessing the Company's efforts and policies of compliance with relevant laws and regulations

 •

 reviewing, in tandem with external auditors, as well as the Chief Executive Officer and the Chief Financial Officer, whether accounting principles and the financial control mechanisms of Janel
 and its subsidiaries are appropriate in view of Janel's size and complexity and

 •

 reviewing annual and interim statutory and consolidated financial statements intended for publication and recommending such financial statements to the Board of Directors.

 The Board of Directors of the Company has determined that Messrs. Gonzalez, Graves, Melsen and van Kesteren and Ms. Ryan meet the definition of independent directors
 under the Company's criteria. The Board of Directors of the Company has also determined that Mr. Graves and Mr. Melsen meet the Company's independence criteria for audit committee membership, which is based on the Nasdaq rules
 regarding audit committee independence. The Board of Directors of the Company has determined that Mr. Gonzalez does not meet the Company's independence criteria for audit committee membership, as he received an annual $90,000
 consulting fee and cost of health insurance of $19,000 during fiscal year 2024 for services rendered to the Company's Logistics segment. The Board of Directors of the Company has also determined that Ms. Ryan does not meet the
 Company's independence criteria for audit committee membership, as she received $12,500 of consulting fees during fiscal year 2024 for services rendered to the Company's Life Sciences segment. The Board of Directors of the
 Company has also determined that Mr. van Kesteren does not meet the Company's independence criteria for audit committee membership, as he received an annual $40,000 consulting fee during fiscal year 2024 for services rendered
 to the Company's Logistics segment. While the Company's Board of Directors has determined each of Messrs. Graves, Melsen and van Kesteren to be an audit committee financial expert based on their respective experiences, the Company's Board of Directors designated Gerard van Kesteren as the audit committee financial expert considering his experience as Chief Financial Officer of Kuehne + Nagel Group.

 Compensation Committee

 The Company's compensation committee (the "Compensation Committee") formulates, reviews and recommends compensation policies that are consistent with Janel's established
 compensation philosophy and that will enable it to attract and retain high-quality leadership.

 The Compensation Committee met four times during fiscal 2024. The Compensation Committee has the following responsibilities, among others, as set forth in the Compensation
 Committee's charter:

 •

 reviewing and approving the Company's general compensation philosophy and objectives

 •

 reviewing and approving the corporate goals and individual objectives relevant to the compensation of the Company's Chief Executive Officer and evaluating the performance of the Chief Executive
 Officer considering these objectives

 •

 approving base salary amounts, incentive and bonus compensation amounts and individual stock and/or option grants and awards for the Chief Executive Officer and, based on the recommendation of
 the Chief Executive Officer, all corporate officers at or above the Vice President level

 •

 reviewing all forms of compensation for the Company's senior management, including the form and amount of current salary, deferred salary, cash and non-cash benefits, and all compensation
 plans

 •

 reviewing the Company's significant severance or similar termination payments and administering the Company's stock option and other incentive compensation plans and programs

 •

 amending or modifying, where appropriate, the provisions of any compensation or benefit plan that does not require stockholder approval

 •

 preparing and approving reports to stockholders on compensation matters which are required by the SEC and other government bodies

 •

 performing an annual performance appraisal for members of the Company's senior management designated by the Board of Directors

 •

 establishing levels of director compensation to include marketplace reviews of retainers, meeting fees, stock plans and other similar components of compensation and

 •

 annually reviewing succession plans for key positions within the Company.

 The Company's Compensation Committee consists of Ms. Ryan as the chair and Messrs. Gonzalez, Graves, Melsen and van Kesteren. The Company's Board of Directors has determined that
 Ms. Ryan and Messrs. Gonzalez, Graves, Melsen and van Kesteren are independent members of the Compensation Committee.

 Nominating and Corporate Governance Committee

 The Company's nominating and corporate governance committee (the "Nominating and Corporate Governance Committee") is responsible for developing and implementing policies and
 procedures that are intended to assure that Janel's Board of Directors and the Boards of Directors (or equivalent) of its subsidiaries will be appropriately constituted and organized to meet its fiduciary obligations to the
 Company and its stockholders on an ongoing basis. The Nominating and Corporate Governance Committee met four times during fiscal 2024. Among other matters, the Nominating and Corporate Governance Committee is responsible for the
 following, as set forth in the Nominating and Corporate Governance Committee's charter:

 •

 making recommendations to Janel's Board of Directors regarding matters and practices concerning the Board, its committees and individual directors, as well as matters and practices of the
 Boards, committees and individual directors of each of Janel's subsidiaries

 •

 periodically evaluating the size, composition and governance structure of Janel's Board of Directors and its committees and the Boards and committees of Janel's subsidiaries and determining the
 future requirements of each such body

 •

 periodically making recommendations concerning the qualifications, criteria, compensation and retirement age of members of Janel's Board of Directors and the Boards of its subsidiaries, which
 recommendations, upon approval by Janel's Board of Directors, shall be incorporated in Janel's Corporate Governance Guidelines

 •

 recommending nominees for election to Janel's Board of Directors and the Boards of its subsidiaries and establishing and administering a Board evaluation process and

 •

 reviewing timely nominations by stockholders for the election of individuals to Janel's Board of Directors and ensure that such stockholders are advised of any action taken by the Board of
 Directors with respect thereto.

 The Company's Nominating and Corporate Governance Committee consists of the Company's full Board of Directors. Mr. Melsen serves as the chair of the Nominating and Corporate
 Governance Committee.

 Independence of Directors

 The Company is not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the
 Board of Directors be "independent" and, as a result, is not at this time required to (and does not) have a Board of Directors comprised of a majority of independent directors. Pursuant to Item 407(a) of Regulation S-K, however,
 Janel must disclose each director that is independent under the independence standards of either the New York Stock Exchange or Nasdaq, as selected by Janel. The Company has elected to use the independence standards prescribed
 under Nasdaq Rule 5605(a)(2), which defines an "independent director" as a person who does not have any relationship with the Company which, in the opinion of the Company's Board of Directors, would interfere with the exercise
 of independent judgment in carrying out the responsibilities of a director. Based on the applicable criteria, the Company's Board of Directors has determined that Messrs. Seirer and Eidinger are not independent by virtue of the
 fact that they are Executive Officers of the Company.

 The Board of Directors has determined that Messrs. Gonzalez, Graves, Melsen, and van Kesteren and Ms. Ryan are independent directors.

 Director Compensation

 The following table summarizes the compensation paid to the Company's non-executive directors for their services during the Company's fiscal year ended September 30, 2024 (actual
 dollar amounts):

 Name

 Fees Earned or

 Paid in Cash (1)

 Option

 Awards (2)

 All Other

 Compensation

 Total

 John J. Gonzalez

 $

 40,000

 $

 $

 109,000

 (3)

 $

 190,567

 Gerard van Kesteren

 $

 50,000

 $

 $

 40,000

 (4)

 $

 131,567

 Karen M. Ryan

 $

 50,000

 $

 $

 12,500

 (5)

 $

 104,067

 Gregory J. Melsen

 $

 50,000

 $

 $

 —

 $

 91,567

 Gregory B. Graves

 $

 40,000

 $

 $

 —

 $

 81,567

 (1)

 Compensation is paid on a monthly basis.

 (2)

 The aggregate number of options outstanding as of September 30, 2024 for each director is as follows: Gerard van Kesteren – 9,999, John J. Gonzalez II – 9,999, Gregory J. Melsen – 16,875,
 Karen M. Ryan – 7,500, and Gregory B. Graves - 2,500.

 (3)

 Represents compensation paid to Mr. Gonzalez in connection with his consulting agreement and medical premium

 (4)

 Represents compensation paid to Mr. van Kesteren in connection with his consulting agreement.

 (5)

 Represents compensation paid to Ms. Ryan in connection with her consulting agreement

 For fiscal year 2024 non-employee directors received a retainer at an annual rate of $40,000, payable on a monthly basis, and 2,500 options, pursuant to the Amended and Restated
 Janel Corporation 2017 Equity Incentive Plan or such other equity plan that the Company may adopt from time to time. Directors who also serve as executive officers of the Company do not receive additional compensation for their
 Board service.

 Committee chairs receive an additional retainer at an annual rate of $10,000. Non-employee directors are reimbursed for their reasonable travel and other expenses incurred to
 attend Board of Directors or Board committee meetings.

 Employment Arrangements

 The Company has no active employment agreements with any of its officers or directors.

 Code of Business Conduct and Ethics

 The Company has adopted a code of business conduct and ethics, including a whistleblower policy, that applies to all of its employees, including executive officers and directors.
 The code of business conduct and ethics, including our whistleblower policy, is available on the Company's website at www.janelcorp.com. The Company intends to disclose, if required, any future amendments to, or waivers
 from, the code of business conduct and ethics within four business days of the waiver or amendment through a website posting or by filing a Current Report on Form 8-K with the SEC.

 Corporate Governance Guidelines

 The Company's Board of Directors has adopted corporate governance guidelines that serve as a flexible framework within which its Board of Directors and its committees operate.
 These guidelines cover a number of areas, including the size and composition of the Board of Directors, director selection criteria and qualifications, the agenda for Board meetings, Board member access to management and
 independent advisors, director compensation, director orientation and continuing education and annual Board and committee self-evaluations. A copy of the corporate governance guidelines is available on the Company's website at www.janelcorp.com.

 Communications with the Board

 Any stockholder desiring to contact the Board, or any specific director(s), may send written communications to: Board of Directors (Attention: (Name(s) of director(s), as
 applicable)), c/o the Company's Secretary, 80 Eighth Avenue, New York, New York 10011. Any proper communication so received will be processed by the Secretary. If it is unclear from the communication received whether it was
 intended or appropriate for the Board, the Secretary will (subject to any applicable regulatory requirements) use his or her judgment to determine whether such communication should be conveyed to the Board of Directors or, as
 appropriate, to the member(s) of the Board of Directors named in the communication.

 Leadership Structure and Risk Oversight

 While the Board of Directors believes that there are various structures that can provide successful leadership to the Company, the Company's executive functions are carried out by
 Mr. Seirer, the Company's President and Chief Executive Officer, who also serves as chair of the Company's Board of Directors and, together with the other directors, brings experience, oversight and expertise to the management
 of the Company.

 The Board of Directors believes that, due to the small size of the Company, this leadership structure best serves the Company and its stockholders. Management is responsible for
 the day-to-day management of risks the Company faces, while the Board of Directors has collective responsibility for the oversight of risk management. In its risk oversight role, the Board of Directors has the responsibility to
 satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. To do this, management discusses with the Board of Directors the risks facing the Company and its
 strategy for managing them.

 Insider Trading Arrangements and Policies

 We have adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of the Company's securities by our directors, officers and employees, and the Company itself, that we believe is reasonably
 designed to promote compliance with insider trading laws, rules and regulations and the exchange listing standards applicable to us. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form
 10-K.

 ITEM 11.

 EXECUTIVE COMPENSATION

 Introduction

 (actual dollar amounts)

 The following table provides summary information concerning compensation paid by the Company to our Chief Executive Officer and President, Vice Chairman, our former Principal
 Financial Officer, Treasurer, and Secretary, and our Chief Financial Officer, Treasurer and Secretary. We refer to these individuals collectively as the "named executive officers".

 Summary Compensation Table

 The following table sets forth information regarding the total compensation awarded to, paid to the named executive officers as compensation for their services in all capacities
 during the fiscal years ended September 30, 2024 and 2023 (actual dollar amounts):

 Name and Principal Position

 Year

 Base

 Salary ($)

 Bonus ($)

 All Other

 Comp. ($)

 Total ($)

 Darren C. Seirer, Chief Executive Officer and President

 2024

 100,000

 —

 1,252

 (1)

 101,252

 2023

 100,000

 —

 100,751

 John Eidinger, Vice Chairman

 2024

 144,000

 —

 —

 144,000

 2023

 144,000

 —

 —

 144,000

 Vincent A. Verde, Principal Financial Officer, Treasurer and Secretary

 2024

 105,885

 26,131

 (2)

 165,008

 (2)

 297,024

 2023

 215,000

 208,355

 35,494

 458,849

 Joseph R. Ferrara, Chief Financial Officer, Treasurer and Secretary

 2024

 155,754

 25,000

 3,254

 (3)

 184,008

 (1)

 The amount reported under "All Other Compensation" for the fiscal year ended September 30, 2024 includes $1,252 of 401(k) contributions paid on behalf of Mr. Seirer for the fiscal year ended
 2024.

 (2)

 Mr. Verde served as Principal Financial Officer, Treasurer and Secretary through February 16, 2024. The amount reported under the "Bonus" column for fiscal year ended September 30, 2024
 includes a discretionary bonus of $26,131 related to fiscal year 2023 performance. Amounts reported under "All Other Compensation" for the fiscal year ended September 30, 2024 includes $150,000 relating to a separation
 agreement, $11,531 of insurance premiums, and $3,477 of 401(k) contributions paid on behalf of Mr. Verde for the fiscal year ended 2024.

 (3)

 Mr. Ferrara was appointed as Chief Financial Officer, Treasurer and Secretary on February 14, 2024. The amount reported under the "Bonus" column for fiscal year ended September 30, 2024
 includes a discretionary bonus of $25,000 related to fiscal year 2024 performance. The amount reported under "All Other Compensation" for the fiscal year ended September 30, 2024 includes $3,254 of 401(k) contributions
 paid on behalf of Mr. Ferrara for the fiscal year ended 2024.

 Long-Term Incentive Plan Awards

 While the Company has adopted the Amended and Restated 2017 Equity Incentive Plan pursuant to which certain stock awards may be granted to the Company's directors, officers,
 employees and consultants, our current intent is to utilize this plan only to make annual equity awards to the Company's non-employee directors.

 Savings and Stock Option Plans

 401(k) and Profit-Sharing Plan

 (actual dollar amounts)

 The Company maintains a qualified retirement plan, commonly referred to as a 401(k) plan covering substantially all full-time employees under each segment.

 The Janel Corporation 401(k) Plan allows for employee salary deferrals including Roth 401(k) deferrals, employer matching contributions, employer profit sharing contributions and
 employee rollovers. The Janel Corporation 401(k) Plan provides for participant contributions of up to 50% of annual compensation (not to exceed the IRS limit), as defined by the plan. The Company contributes an amount equal to
 50% of the participant's first 6% of contributions.

 The combined expenses charged to operations for contributions made to the plans for the benefit of the employees for the fiscal years ended September 30, 2024 and 2023 were
 approximately $548,500 and $535,200, respectively.

 The administrative expense charged to operations for the fiscal years ended September 30, 2024 and 2023 aggregated approximately $75,800 and $65,600, respectively.

 Equity Plans

 On October 30, 2013, the Board of Directors adopted Janel'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. The exercise price and other terms of any nonqualified option granted under the 2013 Option Plan is determined
 by the Compensation Committee of the Board of Directors.

 On September 21, 2021, the Board of Directors of the Company adopted the Amended and Restated 2017 Janel Corporation Equity Incentive Plan (the "Amended and Restated Plan"), which
 amended and restated the prior 2017 Equity Incentive Plan, as previously amended, and pursuant to which non-statutory stock options, restricted stock awards and stock appreciation rights with respect to up to 200,000 shares of
 the Company's Common Stock, par value $.001 per share, may be granted to employees, directors and consultants to the Company and its subsidiaries. Participants and all terms of any grant under the Amended and Restated Plan are
 in the discretion of the Company's Compensation Committee.

 Outstanding Equity Awards at September 30, 2024

 None of our named executive officers had any outstanding stock awards at September 30, 2024.

 Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

 As noted above, we do not grant equity awards to our named executive officers or other employees of the Company and therefore do not have a policy regarding the timing of grants of option awards
 in relation to the disclosure of material non-public information by the Company. If, in the future, we anticipate granting stock options, SARs or similar option-like instruments to our named executive officers or other employees
 of the Company, we expect to establish a policy and/or practice regarding how the Board of Directors determines when to grant such awards and how the Board or Compensation Committee will take material non-public information into
 account when determining the timing and terms of such awards.

 ITEM 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The following tables set forth information concerning beneficial ownership of shares of Common Stock outstanding as of September 30, 2024. For purposes of calculating beneficial
 ownership, Rule 13d-3 of the Exchange Act requires inclusion of shares of common stock that may be acquired within sixty days of the stated date. Unless otherwise indicated in the footnotes to a table, beneficial ownership of
 shares represents sole voting and investment power with respect to those shares.

 Certain Beneficial Owners

 The following table reflects the names and addresses of the only persons or entities known to the Company to be the beneficial owners of 5% or more of the outstanding shares of the
 Company's common stock as of September 30, 2024.

 Name and address of Beneficial Owner (1)

 Beneficially

 Owned

 Percent

 of Class

 Oaxaca Group L.L.C. (2)

 485,302

 40.0

 %

 John Eidinger

 186,704

 15.4

 %

 John J. Gonzalez, II (3)

 96,069

 7.9

 %

 van Kesteren Foundation (4)

 85,000

 7.0

 %

 Brendan Killackey

 61,300

 5.1

 %

 (1)

 The address of each person and entity included in this table is 80 Eighth Avenue, New York, NY 10011, except for the van Kesteren Foundation which is Seestrasse 39, 8846
 Willerzell, Switzerland.

 (2)

 These shares are held by Oaxaca Group L.L.C. Dominique Schulte is the sole member of Oaxaca Group L.L.C. and, therefore, shares beneficial ownership of the shares.

 (3)

 Includes 833 shares of common stock issuable upon the exercise of stock options that may be exercised within 60 days of September 30, 2024.

 (4)

 Mr. van Kesteren, a director of the Company, and his wife are members of the Board of Directors of the van Kesteren Foundation. Mr. van Kesteren disclaims beneficial ownership of the shares of
 the Company's common stock held by the van Kesteren Foundation.

 Directors and Executive Officers

 The following table sets forth information with respect to the beneficial ownership of the shares of common stock as of September 30, 2024 by each "named executive officer", each
 current director and each nominee for election as a director and all directors and executive officers of the Company as a group. An asterisk (*) indicates ownership of less than 1%.

 Name of Beneficial Owner

 Beneficially

 Owned

 Percent

 of Class

 John Eidinger

 186,704

 15.4

 %

 John J. Gonzalez, II (1)

 96,069

 7.9

 %

 Gerard van Kesteren (1)

 37,999

 3.1

 %

 Gregory J. Melsen (1)

 11,875

 *

 Karen M. Ryan (1)

 6,944

 *

 Gregory B. Graves

 3,082

 *

 Joseph R. Ferrara

 —

 *

 Darren C. Seirer (2)

 —

 *

 All directors and executive officers as a group (8 persons)

 342,673

 26.4

 %

 (1)

 Includes 833 shares of common stock issuable upon the exercise of stock options that may be exercised within 60 days of September 30, 2024.

 (2)

 Does not include shares beneficially owned by Dominique Schulte, Mr. Seirer's spouse, which are referenced above.

 Equity Compensation Plan Information

 The following table provides information, as of September 30, 2024, with respect to all compensation arrangements maintained by the Company under which shares of common stock may
 be issued:

 Column A

 Column B

 Column C

 Plan Category: Equity Compensation plans not approved by security holders:

 Number of securities

 to be issued,

 upon exercise of

 outstanding options,

 warrants and rights

 Weighted-average

 exercise price of

 outstanding options,

 warrants and rights

 Number of securities

 remaining available

 for future issuance

 under equity

 compensation plans

 2013 Non-Qualified Stock Option Plan (1)

 3,121

 $

 8.01

 39,201

 Amended and Restated 2017 Equity Incentive Plan (2)

 46,872

 $

 26.46

 57,254

 Total

 49,993

 $

 25.31

 96,455

 (1)

 On October 30, 2013, the Board of Directors of the Company adopted the Company's 2013 Non-Qualified Stock 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. The exercise price and other terms of any nonqualified option granted under the 2013 Option Plan is determined by the
 Compensation Committee of the Board of Directors.

 (2)

 On September 21, 2021, the Board of Directors of the Company adopted the Amended and Restated 2017 Janel Corporation Equity Incentive Plan pursuant to which non-statutory stock options,
 restricted stock awards and stock appreciation rights with respect to up to 200,000 shares of the Company's common stock may be granted to employees, directors and consultants to the Company and its subsidiaries.
 Participants and all terms of any grant under the Amended and Restated Plan are in the discretion of the Compensation Committee.

 ITEM 13.

 CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 Related Party Transactions

 (actual dollar amounts)

 Brendan J. Killackey, beneficial owner of 5.1% of the Company and serves as its Chief Information Officer. For fiscal year ended September 30, 2024, Mr. Killackey received a base
 salary of $173,333 and a discretionary bonus of $68,059.

 We are not aware of any other transactions since October 1, 2023 or any proposed transactions in which the Company was a party where the amount involved exceeded the lesser of 1%
 of the average of the Company's total assets at year-end for the last two completed fiscal years and $120,000, and in which a director, executive officer, holder of more than 5% of our common stock or any member of the immediate
 family of any of the foregoing persons, had or will have a direct or indirect material interest.

 ITEM 14.

 PRINCIPAL ACCOUNTING FEES AND SERVICES

 (actual dollar amounts)

 The following reflects the fees of Prager Metis CPAs, LLC, the Company's sole independent public accountant, for the audit of our financial statements for the fiscal years ended
 September 30, 2024 and 2023, and fees billed for other services provided by Prager Metis during those periods.

 Year End September 30,

 Fee Category

 2024

 2023

 Audit Fees

 $

 350,000

 $

 338,750

 Audit-Related Fees

 16,582

 50,195

 Tax Fees

 —

 55,495

 Total Fees

 $

 366,582

 $

 444,440

 Audit Fees

 Audit fees include fees paid and accrued for professional services rendered by Prager Metis CPA's for 2024 and 2023, fees for the audits of our financial statements included in our
 Annual Report on Form 10-K for 2024 and 2023, and reviews of the financial statements included in our Quarterly Reports on Form 10-Q. Audit fees also include comfort letter fees for 2023.

 Audit-Related Fees

 Audit-related services fees include fees paid and accrued for transaction related audit services and agreed upon procedures.

 Tax Fees

 Tax fees include fees paid and accrued for corporate tax compliance, counsel and advisory services.

 Approval of Independent Auditor Services and Fees

 The Audit Committee reviews all fees charged by the Company's independent auditors and actively monitors the relationship between audit and non-audit services provided. The Audit
 Committee must pre-approve all audit and non-audit services provided by the Company's independent auditors and fees charged.

 ITEM 15.

 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (a)

 Documents filed as part of this report

 (1)

 Financial Statements.

 The Consolidated Financial Statements filed as part of this report are listed on the Table of Contents to Consolidated Financial Statements.

 All other schedules are omitted because they are not applicable, are not required, or because the required information is included in the consolidated financial statements or notes
 thereto.

 (b)

 Exhibits

 Exhibit

 No.

 Description

 * 2.1

 Stock Purchase and Sale Agreement, dated July 1, 2022, between Janel Corporation and Rubicon Technology, Inc. (incorporated by reference to Exhibit 2.1 to the Company's
 Current Report on Form 8-K filed July 5, 2022)

 3.1

 Articles of Incorporation of Wine Systems Design, Inc. (predecessor name) (incorporated by reference to Exhibit 3A to Wine Systems Design, Inc. (predecessor name)
 Registration Statement on Form SB-2 filed May 10, 2001)

 3.2

 Amended and Restated By-Laws of Janel Corporation (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed November 1, 2013)

 3.3

 Certificate of Designations of Series C Cumulative Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed August 29,
 2014)

 3.4

 Certificate of Change filed Pursuant to NRS 78.209 for Registrant (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed April 21,
 2015)

 3.5

 Certificate of Amendment to Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed April
 21, 2015)

 3.6

 Amendment to Certificate of Designation After Issuance of Class or Series pursuant to NRS 78.1955 for Series C Cumulative Preferred Stock (incorporated by reference to
 Exhibit 3.1 to the Company's Current Report on Form 8-K filed March 25, 2016)

 3.7

 Amendment to Certificate of Designation After Issuance of Class or Series pursuant to NRS 78.1955 for Series C Cumulative Preferred Stock (incorporated by reference to
 Exhibit 3.7 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017)

 3.8

 Amendment to Certificate of Designation After Issuance of Class or Series pursuant to NRS 78.1955 for Series C Cumulative Preferred Stock (incorporated by reference to
 Exhibit 3.1 to the Company's Current Report on Form 8-K/A filed October 17, 2017)

 3.9

 Amendment to Certificate of Designation After Issuance of Class or Series pursuant to NRS 78.1955 for Series C Cumulative Preferred Stock (incorporated by reference to
 Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 5, 2021)

 3.10

 Certificate, Amendment or Withdrawal of Designation pursuant to NRS 78.1955 with respect to Series C Cumulative Preferred Stock (incorporated by reference to Exhibit 3.1 to
 the Company's Current Report on Form 8-K filed on April 5, 2022)

 4.1

 Description of Registrant's Securities (incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K for fiscal year ended December 31, 2022 filed
 December 9, 2022)

 10.1

 Janel World Trade, Ltd. 2013 Non-Qualified Stock Option Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed November 1, 2013)

 10.2

 Credit Agreement, effective as of February 29, 2016, by and between Indco, Inc. and First Merchants Bank (incorporated by reference to Exhibit 10.5 to the Company's Current
 Report on Form 8-K filed March 25, 2016)

 10.3

 Security Agreement, effective as of February 29, 2016, made by Indco and the Company, Inc. for the benefit of First Merchants Bank (incorporated by reference to Exhibit
 10.8 to the Company's Current Report on Form 8-K filed March 25, 2016)

 10.4

 Continuing Guaranty Agreement, effective as of February 29, 2016, made by Janel Corporation for the benefit of First Merchants Bank (incorporated by reference to Exhibit
 10.9 to the Company's Current Report on Form 8-K filed March 25, 2016)

 10.5

 Restricted Stock Award Agreement between Janel Corporation and Gerard van Kesteren dated May 12, 2017 (incorporated by reference to Exhibit 10.1 to the Company's Current
 Report on Form 8-K filed September 5, 2017)

 10.6

 Business Loan Agreement, dated June 14, 2018, by and between AB Merger Sub, Inc. and First Northern Bank of Dixon (incorporated by reference to Exhibit 10.1 of the
 Company's Current Report on Form 8-K filed June 27, 2018)

 10.7

 Promissory Note, dated June 14, 2018, made by AB Merger Sub, Inc. payable to First Northern Bank of Dixon (incorporated by reference to Exhibit 10.2 of the Company's
 Current Report on Form 8-K filed June 27, 2018)

 10.8

 Deed of Trust, dated June 14, 2018, by Antibodies Incorporated, as Trustor (incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed June
 27, 2018)

 10.9

 Commercial Guaranty, dated June 14, 2018, from Janel Corporation (as Guarantor) to First Northern Bank of Dixon (incorporated by reference to Exhibit 10.4 of the Company's
 Current Report on Form 8-K filed June 27, 2018)

 10.10

 Amendment No. 1 to Credit Agreement, effective as of August 30, 2019, by and between Indco, Inc. and First Merchants Bank (incorporated by reference to Exhibit 10.1 of the
 Company's Current Report on Form 8-K filed on September 6, 2019)

 10.11

 Term Loan Promissory Note, effective as of August 30, 2019, made by Indco, Inc. payable to First Merchants Bank (incorporated by reference to Exhibit 10.2 to the Company's
 Current Report on Form 8-K filed on September 6, 2019)

 10.12

 Revolving Loan Promissory Note, effective as of August 30, 2019, made by Indco, Inc. payable to First Merchants Bank (incorporated by reference to Exhibit 10.3 to the
 Company's Current Report on Form 8-K filed on September 6, 2019)

 10.13

 Pledge Agreement, effective as of August 30, 2019, by Janel Corporation to First Merchants Bank (incorporated by reference to Exhibit 10.4 of the Company's Current Report
 on Form 8-K filed on September 6, 2019)

 10.14

 Consulting Agreement, dated February 26, 2017, between Janel Corporation and John J. Gonzalez, II (incorporated by reference to Exhibit 10.30 of the Company's Form 10-K for
 the year ended September 30, 2018, filed on July 26, 2019)

 10.15

 Consulting Agreement, dated September 28, 2016, between Janel Corporation and Gerard van Kesteren (incorporated by reference to Exhibit 10.31 of the Company's Form 10-K for
 the year ended September 30, 2018, filed on July 26, 2019)

 10.16

 Amendment No. 2 to Credit Agreement effective as of July 1, 2020, by and between Indco Inc. and First Merchants Bank (incorporated by reference to Exhibit 10.39 of the
 Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2020)

 10.17

 Amended and Restated Loan and Security Agreement, by and among Santander Bank, N.A., as lender, and Janel Group, Inc., Expedited Logistics and Freight Services, LLC, a
 Texas limited liability company, and ELFS Brokerage, LLC (collectively as borrowers) and Janel Corporation and Expedited Logistics and Freight Services, LLC, an Oklahoma limited liability company, as loan party obligors
 dated September 21, 2021 (incorporated by reference to Exhibit 10.44 of the Company's Annual Report on Form 10-K for the year ended September 30, 2021)

 10.18

 First Amendment to Amended and Restated Loan and Security Agreement between (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q
 for the quarter ended March 31, 2022)

 10.19

 Consent, Waiver and Second Amendment to Amended and Restated Loan Agreement, dated as of July 13, 2022, by and among Santander Bank, N.A., Janel Group, Inc., Expedited
 Logistics and Freight Services, LLC, ELFS Brokerage LLC, Janel Corporation and Expedited Logistics and Freight Services, LLC (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on
 July 13, 2022)

 10.20

 Form letter purchase agreement, dated March 31, 2022, between the Company and holders of Series C Stock (incorporated by reference to Exhibit 10.2 of the Company's
 Quarterly Report on Form 10-Q for the quarter ended March 31, 2022)

 10.21

 Amended and Restated 2017 Janel Corporation Equity Incentive Plan dated September 21, 2021 (incorporated by reference to Exhibit 10.45 of the Company's Annual Report
 on Form 10-K for the fiscal year ended September 30, 2021)

 10.22

 Subscription Agreement for sale of Series C Preferred Stock dated as of September 30, 2021 between Janel Corporation and Oaxaca Group LLC (incorporated by reference to
 Exhibit 10.2 to the Company's Current Report on Form 8-K filed on October 5, 2021)

 10.23

 Amendment No. 3 to Credit Agreement effective as of August 1, 2022 entered into by and among Indco, Inc., and First Merchants Bank (incorporated by reference to
 Exhibit 10.23 of the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2022)

 10.24

 Third Amendment to Amended and Restated Loan and Security Agreement, by and among Santander Bank, N.A., as lender, and Janel Group, Inc., Expedited Logistics and
 Freight Services, LLC, a Texas limited liability company, and ELFS Brokerage, LLC (collectively as borrowers) and Janel Corporation and Expedited Logistics and Freight Services, LLC, an Oklahoma limited liability
 company, as loan party obligors dated January 30, 2023 (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2022)

 10.25

 Amended and Restated Credit Agreement, by and among Indco, Inc., Antibodies Incorporated, Aves Labs, Inc., Phosphosolutions LLC, Immunochemistry Technologies LLC, ECM
 Biosciences, LLC, Stephen Hall PhD LTD, Immunobioscience Corp., (collectively as borrowers), and each individually, a "Borrower"), and First Merchants Bank dated April 25, 2023 (incorporated by reference to Exhibit 10.1
 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023).

 10.26

 First Amendment to Amended and Restated Credit Agreement, by and among Indco, Inc. a Tennessee corporation, Antibodies Incorporated, a California corporation, Aves
 Labs, Inc., an Oregon corporation, PhosphoSolutions LLC, a Nevada limited liability company, ImmunoChemistry Technologies LLC, a Minnesota limited liability company, ECM BioSciences, LLC, a Kentucky limited liability
 company, Stephen Hall, PHD LTD, an Indiana corporation, ImmunoBioScience Corp., a Washington corporation (collectively as borrowers) and Janel Corporation, a Nevada corporation, as guarantor, and First Merchants Bank, as
 bank, dated January 10, 2024 (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024)

 10.27

 Fourth Amendment to Amended and Restated Loan and Security Agreement, by and among Santander Bank, N.A., as lender, and Janel Group, Inc., Expedited Logistics and
 Freight Services, LLC, and ELFS Brokerage, LLC (collectively as borrowers) and Janel Corporation and Expedited Logistics and Freight Services, LLC, as loan party obligors dated April 25, 2023 (incorporated by reference
 to Exhibit 10.2 of the Company's Quarterly Report

 on Form 10-Q for the quarter ended June 30, 2023).

 10.28

 Fifth Amendment to Amended and Restated Loan and Security Agreement, by and among Santander Bank, N.A., as lender, and Janel Group, Inc., Expedited Logistics and
 Freight Services, LLC, and ELFS Brokerage, LLC (collectively as borrowers) and Janel Corporation and Expedited Logistics and Freight Services, LLC, as loan party obligors dated August 22, 2023 (incorporated by reference
 to Exhibit 10.27 of the Company's Annual Report on Form 10-K for the year ended September 30, 2023).

 10.29

 Sixth Amendment to Amended and Restated Loan and Security Agreement, by and among Santander Bank, N.A., as lender, and Janel Group, Inc., Expedited Logistics and
 Freight Services, LLC, and ELFS Brokerage, LLC (collectively as borrowers) and Janel Corporation and Expedited Logistics and Freight Services, LLC, as loan party obligors dated December 21, 2023 (incorporated by
 reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2023).

 10.30

 Consent, Joinder and Seventh Amendment to Amended and Restated Loan and Security Agreement, dated as of June 5, 2024, by and among Santander Bank, N.A., as lender,
 Janel Group, Inc., Expedited Logistics and Freight Services, LLC, ELFS Brokerage LLC, Janel Corporation, Expedited Logistics and Freight Services, LLC and Airschott, Inc (incorporated by reference to Exhibit 10.1 of the
 Company's Quarterly Report on Form 10-Q for the quarter June 30, 2024)

 10.31

 Membership Interest Purchase Agreement dated September 21, 2021, by and among Janel Group, Expedited Logistics and Freight Services, LLC and former shareholders of
 Expedited Logistics and Freight Services, LLC (incorporated by reference to Exhibit 10.43 of the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2021)

 10.32

 Amendment, dated December 1, 2023, to Membership Interest Purchase Agreement dated September 21, 2021, by and among Janel Group, Expedited Logistics and Freight
 Services, LLC and former shareholders of Expedited Logistics and Freight Services, LLC (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2023)

 10.33

 Separation Agreement with Vincent A. Verde, dated as of March 4, 2024 (filed herewith)

 10.34

 Consulting Agreement, dated July 3, 2024, between Janel Corporation and Karen Ryan (filed herewith)

 19.1

 Insider Trading Policy, effective May 2, 2024 (filed herewith)

 Subsidiaries of the Registrant (filed herewith)

 23.1

 Consent of Prager Metis CPAs, LLC (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 Financial Officer (filed herewith)

 32.1

 Section 1350 Certification of Principal Executive Officer (furnished herewith)

 32.2

 Section 1350 Certification of Principal Financial Officer (furnished herewith)

 (eXtensible Business Reporting Language) pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of September 30, 2024 and September 30, 2023, (ii) Consolidated Statements of Operations for the years
 ended September 30, 2024 and 2023, (iii) Consolidated Statements of Stockholders' Equity for the years ended September 30, 2024 and 2023, (iv) Consolidated Statements of Cash Flows for the years ended September 30, 2024
 and 2023, and (v) Notes to Consolidated Financial Statements (filed herewith)

 Represents management contract, compensatory plan or arrangement in which directors and/or executive officers are entitled to participate.

 *

 Schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Registration S-K. The Registrant hereby agrees to furnish a copy of any omitted schedules to the SEC upon request

 The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the
 agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific
 context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

 ITEM 16.

 FORM 10-K SUMMARY

 None.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Janel Corporation has duly caused this report to be signed on its behalf by the
 undersigned, thereto duly authorized.

 JANEL CORPORATION

 (Registrant)

 Date: December 6, 2024

 By:

 /s/ Darren C. Seirer

 Darren C. Seirer

 Director, Board Chair, President and Chief Executive Officer

 (Principal Executive Officer)

 Date: December 6, 2024

 By:

 /s/ Joseph R. Ferrara

 Joseph R. Ferrara

 Chief Financial Officer, Treasurer and Secretary

 (Principal Financial Officer)

 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities
 and on the dates indicated.

 Signature

 Title

 Date

 /s/ Darren C. Seirer

 Director, Board Chairman, President and Chief Executive Officer

 Darren C. Seirer

 /s/ John Eidinger

 Director, Board Vice Chairman

 John Eidinger

 /s/ Joseph R. Ferrara

 Chief Financial Officer, Treasurer and Secretary

 Joseph R. Ferrara

 /s/ John J. Gonzalez, II

 John J. Gonzalez, II

 /s/ Gregory J. Melsen

 Gregory J. Melsen

 /s/ Karen M. Ryan

 Karen M. Ryan

 /s/ Gerard van Kesteren

 Gerard van Kesteren

 /s/ Gregory B. Graves

 Gregory B. Graves

 Report of Registered Independent Public Accounting Firm – Prager Metis CPAs, LLC (PCAOB ID number 273)

 Consolidated Balance Sheets as of September 30, 2024 and 2023

 Consolidated Statements of Operations for the Years Ended September 30, 2024 and 2023

 Consolidated Statements of Changes in Stockholders' Equity for the Years Ended September 30, 2024 and 2023

 Consolidated Statements of Cash Flows for the Years Ended September 30, 2024 and 2023

 Notes to Consolidated Financial Statements

 REPORT

 OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Stockholders and the Board of

 Directors of Janel Corporation and
 Subsidiaries

 Opinion on the
 Consolidated Financial Statements

 We have audited the accompanying
 consolidated balance sheets of Janel Corporation and Subsidiaries (the "Company") as of September 30, 2024 and 2023, and the related consolidated statements of operations, changes in stockholders' equity and cash flows for the years ended
 September 30, 2024 and 2023, and the related notes to the consolidated financial statements (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material
 respects, the consolidated financial position of the Company as of September 30, 2024 and 2023, and the results of its operations, changes in stockholders' equity and its cash flows for the years ended September 30, 2024 and 2023, in
 conformity with accounting principles generally accepted in the United States of America.

 Basis for Opinion

 These financial statements are the
 responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
 (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in
 accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to
 error or fraud. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over
 financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing
 procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
 evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
 presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

 Critical Audit
 Matters

 Critical audit matters are a matter
 arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to an account or disclosure that is material to the consolidated financial
 statements and (2) involved especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

 /s/ Prager Metis CPAs, LLC

 We have served as the Company's auditor since 2019

 Basking Ridge, New Jersey

 JANEL CORPORATION AND SUBSIDIARIES

 CONSOLIDATED BALANCE SHEETS

 (in thousands, except share and per share data)

 2024

 2023

 ASSETS

 Current Assets:

 Cash

 $

 2,832

 $

 2,461

 Accounts receivable, net of allowance for doubtful accounts

 33,815

 27,518

 Inventory, net

 4,478

 4,850

 Prepaid expenses and other current assets

 4,829

 4,459

 Total current assets

 45,954

 39,288

 Property and Equipment, net

 5,492

 4,922

 Other Assets:

 Intangible assets, net

 25,117

 22,683

 Goodwill

 23,030

 20,317

 Restricted cash

 —

 Investment in marketable securities at fair value

 1,574

 1,573

 Operating lease right of use asset

 8,621

 7,460

 Security deposits and other long-term assets

 Total other assets

 59,164

 52,624

 Total assets

 $

 110,610

 $

 96,834

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current Liabilities:

 Line of credit

 $

 23,013

 $

 19,709

 Accounts payable - trade

 32,000

 25,447

 Accrued expenses and other current liabilities

 7,489

 6,337

 Dividends payable

 2,271

 2,029

 Current portion of earnout

 1,262

 Current portion of long-term debt

 1,276

 Current portion of subordinated promissory note- related party

 1,628

 1,988

 Current portion of operating lease liabilities

 2,419

 2,020

 Total current liabilities

 71,358

 58,837

 Other Liabilities:

 Long-term debt

 3,028

 5,784

 Long-term portion of earnout

 2,119

 1,738

 Subordinated promissory notes- related party

 3,445

 3,424

 Mandatorily redeemable non-controlling interest

 1,529

 Deferred income taxes

 2,514

 1,341

 Long-term operating lease liabilities

 6,585

 5,689

 Other liabilities

 Total other liabilities

 19,751

 19,024

 Total liabilities

 91,109

 77,861

 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 September 30, 2024 and September 30, 2023, liquidation value of $ 7,957 and $ 7,713 at
 September 30, 2024 and September 30, 2023, respectively

 —

 —

 Common stock, $ 0.001 par value 4,500,000 shares authorized, 1,206,354
 issued and 1,186,354 outstanding as of September 30, 2024 and September 30, 2023, respectively

 Paid-in capital

 17,084

 17,107

 Common treasury stock, at cost, 20,000 shares

 ( 240

)

 ( 240

)

 Accumulated earnings

 2,656

 2,105

 Total stockholders' equity

 19,501

 18,973

 Total liabilities and stockholders' equity

 $

 110,610

 $

 96,834

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

 JANEL CORPORATION AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF
 OPERATIONS

 (in thousands, except per share data)

 Year Ended

 2024

 2023

 Revenues:

 $

 159,958

 $

 166,052

 Life Sciences and Manufacturing

 23,226

 20,397

 Total Revenues

 183,184

 186,449

 Forwarding expenses and cost of revenues:

 Forwarding expenses - Logistics

 117,501

 123,938

 Cost of revenues - Life Sciences and Manufacturing

 7,299

 6,839

 Total forwarding expenses and cost of revenues

 124,800

 130,777

 58,384

 55,672

 Operating Expenses:

 Selling, general and administrative

 52,327

 50,975

 2,299

 2,098

 Total Operating Expenses

 54,626

 53,073

 Income from Operations

 3,758

 2,599

 Other Items:

 Interest expense

 ( 2,318

)

 ( 1,998

)

 Other expense

 ( 346

)

 ( 76

)

 Income Before Income Taxes

 1,094

 Income tax benefit (expense)

 ( 543

)

 ( 328

)

 ( 284

)

 Net Income Available to Common Stockholders

 $

 $

 Net income per share:

 Basic

 $

 0.46

 $

 0.61

 Diluted

 $

 0.45

 $

 0.60

 Net income per share attributable to common stockholders:

 Basic

 $

 0.19

 $

 0.37

 Diluted

 $

 0.18

 $

 0.36

 Weighted average number of shares outstanding:

 Basic

 1,186.4

 1,186.4

 Diluted

 1,206.2

 1,206.2

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

 JANEL CORPORATION AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF CHANGES IN
 STOCKHOLDERS' EQUITY

 (in thousands, except share and per share data)

 PREFERRED

 STOCK

 COMMON

 STOCK

 PAID-IN CAPITAL

 COMMON

 TREASURY

 STOCK

 ACCUMULATED

 EARNING (DEFICIT)

 TOTAL

 EQUITY

 $

 $

 $

 $

 $

 $

 Balance - September 30, 2022

 11,368

 $

 —

 1,206,354

 $

 $

 17,184

 20,000

 $

 ( 240

)

 $

 1,382

 $

 18,327

 —

 —

 —

 —

 —

 —

 —

 Dividends to preferred stockholders

 —

 —

 —

 —

 ( 284

)

 —

 —

 —

 ( 284

)

 Stock based compensation

 —

 —

 —

 —

 —

 —

 —

 Balance - September 30, 2023

 11,368

 $

 —

 1,206,354

 $

 $

 17,107

 20,000

 $

 ( 240

)

 $

 2,105

 $

 18,973

 —

 —

 —

 —

 —

 —

 —

 Dividends to preferred stockholders

 —

 —

 —

 —

 ( 328

)

 —

 —

 —

 ( 328

)

 Stock based compensation

 —

 —

 —

 —

 —

 —

 —

 Balance - September 30, 2024

 11,368

 $

 —

 1,206,354

 $

 $

 17,084

 20,000

 $

 ( 240

)

 $

 2,656

 $

 19,501

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

 JANEL CORPORATION AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF
 CASH FLOWS

 Year Ended

 2024

 2023

 Cash Flows from Operating Activities:

 $

 $

 Adjustments to reconcile net income to net cash provided by operating activities:

 Recovery of uncollectible accounts

 ( 37

)

 ( 100

)

 Depreciation

 Deferred income tax provision

 ( 1,200

)

 2,299

 2,098

 Amortization of acquired inventory valuation

 Amortization of loan costs

 Stock based compensation

 Unrealized loss on marketable securities

 Change in fair value of earnout

 ( 857

)

 Change in fair value of mandatorily redeemable noncontrolling interest

 Gain on extinguishment

 ( 21

)

 —

 Changes in operating assets and liabilities, net of effects of acquisitions:

 Accounts receivable

 ( 4,515

)

 29,799

 Inventory

 Prepaid expenses and other current assets

 ( 250

)

 ( 1,036

)

 Security deposits and other long-term assets

 ( 48

)

 Accounts payable and accrued expenses

 5,296

 ( 20,396

)

 Other liabilities

 Net cash provided by operating activities

 6,832

 11,388

 Cash Flows from Investing Activities:

 Acquisition of property and equipment, net of disposals

 ( 1,003

)

 ( 360

)

 Investment in marketable securities (net of dividends)

 ( 42

)

 —

 Acquisitions, net of cash acquired

 ( 3,851

)

 ( 4,447

)

 Earnout payment

 ( 740

)

 ( 1,693

)

 Net cash used in investing activities

 ( 5,636

)

 ( 6,500

)

 Cash Flows from Financing Activities:

 Dividends paid to preferred stockholders

 ( 84

)

 —

 Repayments of term loan

 ( 2,277

)

 ( 1,748

)

 Line of credit borrowings (payments)

 3,304

 ( 6,687

)

 Repayment of subordinated promissory note-related party

 ( 1,517

)

 ( 583

)

 Net cash used in financing activities

 ( 574

)

 ( 9,018

)

 Net (decrease) increase in cash

 ( 4,130

)

 Cash at beginning of the period

 2,461

 6,591

 Cash and restricted cash at end of period

 3,082

 2,461

 Supplemental Disclosure of Cash Flow Information:

 Cash paid during the period for:

 Interest

 1,999

 1,862

 Income taxes

 1,393

 Non-cash operating activities:

 Contingent earnout acquisition

 Due to former owner

 Non-cash investing activities:

 Airschott subordinated promissory note

 1,200

 —

 Airschott contingent deferred consideration

 —

 Non-cash financing activities:

 Dividends declared to preferred stockholders

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

 NOTES TO CONSOLIDATED
 FINANCIAL STATEMENTS

 (in thousands except share and per share data)

 1.

 SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

 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.

 The Company's Logistics segment is comprised of several wholly-owned 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 subject to certain closing conditions.

 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.

 On November 1, 2022, the Company completed a business combination whereby it acquired all of the outstanding stock of ImmunoBioScience Corporation, which we
 include in our Life Sciences segment.

 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 the outstanding stock of ViraQuest Inc., which we include in our Life Sciences segment.

 The Company's manufacturing segment is comprised of Indco, Inc. ("Indco"),
 a majority-owned subsidiary of the Company that manufactures and distributes mixing equipment and apparatuses 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
 - Rubicon

 As of each of September 30, 2023 and September 30,
 2024, the Company owned 1,108,000 shares, or approximately 46.6 %, of the common stock of 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.

 Basis of consolidation

 The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, as well as Indco, of which Janel owns 90.2 %, with a non-controlling interest held by existing Indco management. The Indco non-controlling interest is mandatorily redeemable and is
 recorded as a liability. All intercompany transactions and balances have been eliminated in consolidation.

 Uses of estimates in the preparation of financial statements

 The preparation of financial statements in conformity with generally accepted accounting principles in the United States ("U.S. GAAP") requires management to
 make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of financial statements, as well as the reported amounts of revenues and expenses during
 the reporting period. The most critical estimates made by the Company are those relating to accounts receivables valuation, the useful lives of long-term assets, accrual of cost related to ancillary services the Company provides, accrual of
 tax expense on an interim basis and potential impairment of goodwill and intangible assets with indefinite lives, long-lived assets impairment.

 Cash

 The Company maintains cash balances at various financial institutions. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up
 to $ 250. The Company's accounts at these institutions may, at times, exceed the federally insured limits. The Company has not
 experienced any losses in such accounts.

 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. Restricted cash represents deposits held by Gainesville that are required by state insurance regulations to remain in the captive insurance company as cash or cash equivalents. The Company
 considers all highly liquid investments with an original maturity of three months or less, when purchased, to be cash equivalents.

 Accounts receivable and allowance for doubtful accounts receivable

 Accounts receivable are recorded at the contractual amount. The Company records its allowance for doubtful accounts based upon its assessment of various factors.
 The Company considers historical collection experience, the age of the accounts receivable balances, credit quality of the Company's customers, any specific customer collection issues that have been identified, current economic conditions and
 other factors that may affect the customers' ability to pay. The Company writes off accounts receivable balances that have aged significantly once all collection efforts have been exhausted and the receivables are no longer deemed collectible
 from the customer. The allowance for doubtful accounts as of September 30, 2024 and September 30, 2023 was $ 582 and $ 1,255, respectively.

 Inventory

 Inventory is valued at the lower of cost (using the first-in, first-out method) or net realizable value. The Company maintains an inventory valuation reserve to
 provide for slow moving and obsolete inventory, inventory not meeting quality control standards and inventory subject to expiration for its Life Sciences business. The products of the Life Sciences business require the initial manufacture of
 multiple batches to determine if quality standards can consistently be met. In addition, the Company will produce larger batches of established products than current sales requirements due to economies of scale. The manufacturing process for
 these products, therefore, has and will continue to produce quantities in excess of forecasted usage. The Company values acquired manufactured antibody inventory based on a three-year forecast. Inventory quantities in excess of the forecast are not valued due to uncertainty over salability.

 Property and equipment and depreciation policy

 Property and equipment are recorded at cost. Property and equipment acquired in business combinations are initially recorded at fair value. Depreciation is
 provided for in amounts sufficient to amortize the costs of the related assets over their estimated useful lives on the straight-line and accelerated methods for both financial reporting and income tax purposes. Maintenance and repairs are
 recorded as expenses when incurred.

 Goodwill

 The Company records as goodwill the excess of purchase price over the fair value of the tangible and identifiable intangible assets acquired in a business
 combination. Under current authoritative guidance, goodwill is not amortized but is tested for impairment annually as well as when an event or change in circumstance indicates impairment may have occurred. Goodwill is tested for impairment
 by comparing the fair value of the Company's individual reporting units to their carrying amount to determine if there is potential goodwill impairment. If the fair value of the reporting unit is less than the carrying value, an impairment
 loss is recorded to the extent that the implied fair value of the goodwill of the reporting unit is less than its carrying value. If there is a material change in economic conditions, or other circumstances influencing the estimate of
 future cash flows or significantly affecting the fair value of our reporting units, the Company could be required to recognize impairment charges in the future.

 The fair value of our reporting units were in excess of
 carrying value and goodwill was not deemed to be impaired as of September 30, 2024 and 2023.

 Intangibles and long-lived assets

 Long-lived assets, including fixed assets and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the
 carrying value may not be recoverable. In reviewing for impairment, the carrying value of such assets is compared to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition.

 If such cash flows are not sufficient to support the asset's recorded value, an impairment charge is recognized to reduce the carrying value of the long-lived
 asset to its estimated fair value.

 The determination of future cash flows, as well as the estimated fair value of long-lived assets, involves significant estimates on the part of management. If
 there is a material change in economic conditions, or other circumstances influencing the estimate of future cash flows or fair value, the Company could be required to recognize impairment charges in the future.

 The Company concluded that the fair value of intangibles and long-lived assets were not deemed to be impaired as of September 30, 2024 and
 2023.

 Equity-Method Investments

 The Company has determined that its investment in
 Rubicon is subject to the equity method of accounting, and the Company has elected the fair value option under Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 825-10, Financial Instruments ("ASC
 825-10") to account for the equity method investment. In accordance with ASC 825-10, the Company will present its equity method investment in Rubicon at fair value each reporting period with changes in fair value and dividends received
 from Rubicon recorded to income from investment in unconsolidated affiliate on the Company's statements of operations.

 See Notes 16 and 17 for further information about the
 Company's investment in Rubicon's equity securities accounted for under the fair value option.

 Business segment information

 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.

 Revenues and revenue recognition

 Revenue Recognition

 Revenue is 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 is recognized on a net basis when the Company is acting as agent and we do not have latitude in carrier selection or establish rates with the carrier.

 In the Logistics segment, the Company disaggregates its revenues by its four primary service categories: trucking, ocean freight, air freight, customs brokerage and other. A summary of the Company's revenues disaggregated by major
 service lines for the fiscal year ended September 30, 2024 and 2023 was as follows:

 Year Ended September 30,

 Service Type

 2024

 2023

 Trucking

 $

 73,193

 $

 80,364

 Ocean

 40,567

 42,047

 Air

 26,753

 23,095

 Customs Brokerage and Other

 19,445

 20,546

 Total

 $

 159,958

 $

 166,052

 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, 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.

 Income (loss) per common share

 Basic net income (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of common shares outstanding, excluding
 unvested restricted stock, during the period. Diluted net income (loss) per share reflects the additional dilution from potential issuances of common stock, such as stock issuable pursuant to the exercise of stock options. The treasury stock
 method is used to calculate the potential dilutive effect of these common stock equivalents. Potentially dilutive shares are excluded from the computation of diluted net income (loss) per share when their effect is anti-dilutive.

 Equity classified share-based awards

 The Company recognizes compensation expense for stock-based payments granted based on the grant-date fair value estimated in accordance with ASC Topic 718,
 "Compensation- Stock Compensation." For employee stock-based awards, we calculate the fair value of the award on the date of grant using the Black-Scholes method for stock options and the quoted price of our common stock for restricted
 shares the expense is recognized over the service period for awards expected to vest.

 Stock-based compensation to non-employees

 Liability classified share-based awards

 The Company maintains other share unit compensation grants for shares of Indco, which vest over a period of up to three years following their grant. The shares contain certain put features where the Company is either required or expects to settle vested awards on a cash basis.

 These awards are classified as liability awards, measured at fair value at the date of grant and re-measured at fair value at each reporting date up to and
 including the settlement date. The determination of the fair value of the share units under these plans is described in Note 10. The fair value of the awards is expensed over the respective vesting period of the individual awards with
 recognition of a corresponding liability. Changes in fair value after vesting are recognized through compensation expense. Compensation expense reflects estimates of the number of instruments expected to vest. The impact of forfeitures and
 fair value revisions, if any, are recognized in earnings such that the cumulative expense reflects the revisions, with a corresponding adjustment to the settlement liability. Liability-classified share unit liabilities due within 12 months of
 the reporting date are presented in trade and other payables while settlements due beyond 12 months of the reporting date are presented in non-current liabilities.

 Non-employee share-based awards

 The Company grants restricted stock awards, restricted stock units and stock options to certain directors, officers and employees. The
 Company accounts for share-based compensation as equity awards such that compensation cost is measured at the grant date based on the fair value of the award and is expensed ratably over the vesting period. The fair value of restricted
 stock is the market price as of the grant date, and the fair value of each stock option grant is estimated as of the grant date using the Black-Scholes option pricing model. Determining the fair value of share-based awards at the grant date
 requires judgment about, among other things, stock volatility, the expected life of the award and other inputs. The Company accounts for forfeitures as they occur.

 The Company issues new shares of common stock to satisfy exercises and vesting of awards granted under its stock plans. Share-based
 compensation expense is reflected in the consolidated statements of operations as part of selling general and administrative expenses.

 Mandatorily Redeemable Non-Controlling Interests

 The non-controlling interests that are reflected as mandatorily redeemable non-controlling interests in the consolidated financial statements consist of
 non-controlling interests related to the Indco acquisition whose owners have certain redemption rights that allow them to require the Company to purchase the non-controlling interests of those owners upon certain events outside the control of
 the Company, including upon the death of the holders. The Company is required to purchase 20 %
 per year of the mandatorily redeemable non-controlling interest at the option of the holders beginning on the third anniversary of the date of the Indco acquisition, which was March 21, 2019. As of September 30, 2024, the holders had not
 exercised their redemption rights.

 On December 13, 2021, two minority owners of Indco exercised 7,000 and 3,372 options to purchase Indco's common
 stock at an exercise price of $ 6.48 and $ 12.07 for an aggregate purchase price of $ 45 and $ 41, respectively. Indco issued related party promissory notes in the amount of $ 45 and $ 41, respectively, which bear interest at 1 % per annum; both interest and principal are payable on the maturity date of December 31, 2024. On
 November 30, 2020, a minority owner of Indco exercised 7,000 options to purchase Indco's common stock at an exercise price of
 $ 6.48 for an aggregate purchase price of $ 45. Indco issued a related party promissory note in the amount of $ 45, which bears interest
 at 1 % per annum both interest and principal were payable on the maturity date of December 31, 2023. These notes are included in security deposits and other long-term assets. The fair value of the shares issued of Indco's common stock was recorded
 as an increase in mandatorily redeemable non-controlling interest. As a result of the exercise of options to purchase Indco's stock, the mandatorily redeemable non-controlling interest percentage was 9.8 % as of each of September 30, 2024 and 2023.

 On the date the Company acquired the controlling interest in a business combination, the fair value of the non-controlling interest is recorded in the long-term
 liabilities section of the consolidated balance sheet under the caption " Mandatorily redeemable non-controlling interest." The mandatorily redeemable non-controlling interest is adjusted each reporting
 period, if required, to its then current redemption value, based on the predetermined formula defined in the respective agreement. The Company reflects any adjustment in the redemption value and any earnings attributable to the mandatorily
 redeemable non-controlling interest in its consolidated statements of operations by recording the adjustments and earnings to other income and expense in the caption " Other expense."

 Income taxes

 The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, "Income Taxes." Under this method, income tax
 expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity's financial statements or
 tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

 The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment
 date. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable
 income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. The benefit of tax positions taken or expected to be taken in the Company's income tax returns are recognized in
 the consolidated financial statements if such positions are more likely than not of being sustained.

 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. Expenses for these short-term leases for the fiscal year ended September 30, 2024 and 2023 amounted to $ 348 and 372, respectively.

 Contingent Earnout Liabilities

 The Company accounts for contingent consideration relating to business combinations as a contingent earnout liability and a decrease (increase) to goodwill at the date of the acquisition and continually remeasures the asset or liability at each balance sheet date by recording changes in the fair value
 through change in fair value of contingent consideration in the consolidated statements of operations. The ultimate settlement of contingent earnout liabilities relating to business combinations may be for amounts that are materially
 different from the amounts initially recorded and may cause volatility in the Company's results of operations.

 Recent accounting pronouncements

 Recently issued accounting pronouncements not yet adopted

 In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting
 Standards Update ("ASU") 2020 - 04, Reference Rate Reform (Topic 848). In December 2022, the FASB issued ASU 2022 - 06 to temporarily ease the potential burden in accounting for reference rate reform. The standards provide optional expedients and exceptions for applying accounting
 principles generally accepted in the United States to existing contracts, hedging relationships, and other transactions affected by reference rate reform. The standards apply only to contracts and hedging relationships that reference the
 London Interbank Offered Rate ("LIBOR") or another reference rate to be discontinued because of reference rate reform. The standards were effective upon issuance and can generally be applied through December 31, 2024. While there has been no material effect to our financial condition, results of operations, or cash flows from
 reference rate reform as of September 30, 2024, we continue to monitor our contracts and
 transactions for potential application of these ASUs.

 In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands disclosures in an entity's
 income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. The update will be effective for annual periods beginning after December 15, 2024 (fiscal 2026). We are assessing the effect
 of this update on our consolidated financial statements and related disclosures.

 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 related to the acquisition of $ 977 and increased the goodwill related to the acquisition by the same amount. 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.

 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 is headquartered in North Liberty, Iowa. The acquisition of ViraQuest was completed to expand our service offerings in our Life Sciences segment.

 Fiscal 2023 Acquisitions

 On November 1, 2022, the Company completed a business combination whereby it acquired all of the outstanding stock of ImmunoBioScience
 Corporation ("IBSC"), for an aggregate purchase price of $ 3,602, net of $ 153 cash received. At closing, $ 3,000 was paid in cash, $ 250 was due to the former stockholder of IBSC as a deferred acquisition payment upon integration, $ 300 was recorded as a preliminary earnout consideration (not to exceed $ 750)
 and $ 205 was recorded as a preliminary working capital adjustment. The acquisition was funded with cash provided by normal
 operations, and the results of operations of IBSC 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 $ 1,468 in goodwill and $ 1,680 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. IBSC is a developer
 and manufacturer of high-quality reagents used by research and diagnostic customers. IBSC was founded in 2007 and is headquartered in Mukilteo, Washington. The acquisition of IBSC was completed to expand our product offerings in our Life
 Sciences segment.

 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 - Rubicon

 As of each of September 30, 2023 and September 30, 2024, the Company owned 1,108,000 shares, or approximately 46.6 %, of the
 common stock of 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):

 Year End September 30,

 2024

 2023

 Finished goods

 $

 1,860

 $

 2,095

 Work-in-process

 Raw materials

 1,884

 1,811

 Gross inventory

 4,512

 4,875

 Less – reserve for inventory valuation

 ( 34

)

 ( 25

)

 Inventory net

 $

 4,478

 $

 4,850

 4.

 PROPERTY AND EQUIPMENT

 A summary of property and equipment and the estimated lives used in the computation of depreciation and amortization is as follows (in thousands):

 2024

 2023

 Life

 Building and improvements

 $

 3,083

 $

 3,064

 12 - 30 years

 Land and improvements

 1,387

 1,385

 Indefinite

 Furniture and Fixture

 3 - 7 years

 Computer Equipment

 3 - 5 years

 Machinery & Equipment

 1,984

 1,454

 3 - 15 years

 Leasehold Improvements

 3 - 5 years

 8,775

 7,534

 Less Accumulated Depreciation

 ( 3,283

)

 ( 2,612

)

 $

 5,492

 $

 4,922

 Depreciation expense for the fiscal year ended September 30, 2024 and 2023 was $ 551 and $ 508, respectively.

 5.

 INTANGIBLE ASSETS

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

 2024

 2023

 Life

 Customer relationships

 $

 29,790

 $

 25,238

 10 - 24 Years

 Trademarks/names

 4,661

 4,559

 1 - 20 Years

 Trademarks/names

 Indefinite

 Other

 2,007

 1,929

 2 - 22 Years

 36,979

 32,247

 Less: Accumulated Amortization

 ( 11,862

)

 ( 9,564

)

 $

 25,117

 $

 22,683

 The composition of the intangible
 assets balance at September 30, 2024 and 2023 is as
 follows (in thousands):

 2024

 2023

 $

 22,494

 $

 18,174

 6,785

 6,373

 7,700

 7,700

 36,979

 32,247

 Less: Accumulated Amortization

 ( 11,862

)

 ( 9,564

)

 $

 25,117

 $

 22,683

 Amortization expense of intangible assets for the year ended September 30, 2024 and 2023 was $ 2,299 and $ 2,098, respectively.

 The future amortization of these intangible assets is expected to be as follows (in thousands):

 Fiscal Year 2025

 $

 2,566

 Fiscal Year 2026

 2,566

 Fiscal Year 2027

 2,535

 Fiscal Year 2028

 2,513

 Fiscal Year 2029

 2,487

 Thereafter

 11,929

 $

 24,596

 6.

 GOODWILL

 The Company's goodwill carrying amounts relate to the acquisitions in the Logistics, Life Sciences and Manufacturing businesses.

 The composition of the goodwill balance at September 30, 2024 and 2023 is as follows (in thousands):

 2024

 2023

 $

 11,813

 $

 9,175

 6,171

 6,096

 5,046

 5,046

 Total

 $

 23,030

 $

 20,317

 7.

 NOTES PAYABLE - BANKS

 (A)

 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 with
 respect to a revolving line of credit facility (the "Santander Facility").

 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 Santander Loan Agreement was increased from 85 % to 90 % for Domestic Insured Accounts (as defined in the Third Santander Amendment), subject to adjustments set forth in the Santander Loan Agreement.

 On April
 25, 2023, in connection with an amendment to the Credit Agreement entered into with 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 Merchants Credit Facilities (as defined below).

 On August
 22, 2023, we entered into the Fifth Amendment to the Santander Loan 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.

 The Santander Loan Agreement matures on September 21, 2026. Interest accrues on the Santander Facility at an annual rate equal to the one-month SOFR plus 2.75 %. 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.

 At

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

 At September 30, 2023, outstanding borrowings under the Santander Facility were $ 18,759, representing 53.6 % of the $ 35,000 available thereunder, and interest was accruing at an effective interest rate of 7.60 %.

 The Company was in compliance with the financial covenants defined in the Santander Loan Agreement at both September 30, 2024 and September 30, 2023.

 (B)

 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 Sciences and Manufacturing segments (together with Indco, the "Borrowers" and each, a "Borrower"), entered into a
 Credit Agreement (the "First Merchants Credit Agreement") with First Merchants. The First Merchants Credit Agreement constitutes an amendment and restatement of the Prior First Merchants Credit Agreement. The credit facilities provided
 under the First Merchants Credit Agreement (the "First Merchants Credit Facilities") consist of a $ 3,000 revolving loan
 (limited to the borrowing base and reserves), a $ 5,000 acquisition 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. 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. The revolving loan portion will
 expire on August 1, 2027, the Term A loan portion will mature on April 25, 2033, and the Term B loan portion will mature on July 1, 2025.
 The acquisition loan will permit multiple draws until October 25, 2024, at which point the outstanding principal amount will amortize, with all remaining amounts of the acquisition loan due at maturity on April 25, 2029.

 On January
 10, 2024, the First Merchants Credit Facilities were 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.

 As of September 30, 2024, there were $ 3,700
 of outstanding borrowings under the acquisition 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 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.

 As of September 30, 2023, there were $ 500 of outstanding borrowings under the acquisition loan, $ 450 of outstanding borrowings under the revolving loan, $ 6,235 of outstanding borrowings under the Term A loan and $ 610 of outstanding borrowings
 under the Term B loan, with interest accruing on the acquisition loan and revolving loan at an effective interest rate of 8.18 %
 and on the Term A loan and Term B loan at an effective interest rate of 8.18 % and 4.19 %, respectively.

 The Company was in compliance with the financial covenants define d in the First Merchants Credit Agreement at each of September 30, 2024 and September 30, 2023.

 The table below sets forth the total long-term debt, net of capitalized loan fees of $ 309 for the First Merchants Credit Agreement (in thousands):

 2024

 2023

 Total Debt

 $

 4,304

 $

 6,499

 Less Current Portion

 ( 1,276

)

 ( 715

)

 Long-term Portion

 $

 3,028

 $

 5,784

 These obligations mature as follows (in thousands):

 Fiscal Year 2025

 $

 1,276

 Fiscal Year 2026

 Fiscal Year 2027

 Fiscal Year 2028

 Fiscal Year 2029

 Thereafter

 $

 4,304

 8.

 SUBORDINATED PROMISSORY NOTES – RELATED PARTY

 (A) ICT Subordinated Promissory Note

 Aves

 Labs, Inc., a wholly-owned subsidiary of the Company, is 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 is payable in sixteen scheduled quarterly installments of
 principal and interest beginning March 4, 2021, matures on December 4, 2024, and may be prepaid, in whole or in part,
 without premium or penalty.

 The ICT Subordinated Promissory Note is subordinate 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.

 As of September 30, 2023, the amount outstanding under the ICT Subordinated Promissory Note was $ 312, of which $ 288 is
 included in the current portion of subordinated promissory notes and $ 24 is included in the long-term 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 September 30, 2024, the amount outstanding under the ELFS Subordinated Promissory Notes was $ 3,918, of which $ 1,173 is included in the current
 portion of subordinated promissory notes and $ 2,745 was included in the long-term portion of subordinated promissory
 notes.

 As of September 30, 2023, the amount outstanding under the ELFS Subordinated Promissory Notes was $ 5,100, of which $ 1,700 was
 included in the current portion of subordinated promissory notes and $ 3,400 was included in the long-term portion of
 subordinated promissory notes.

 (C) Airschott Subordinated Promissory Note

 Janel Group is the obligor on a floating rate (Prime Rate plus 2 %) subordinated promissory note (the "Airschott Subordinated Promissory Note") in the amount of $ 1,200 issued, 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, which commenced in July 2024, of $ 100 together with accrued interest on the outstanding principal balance.

 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.

 2024

 2023

 Total Subordinated Promissory Notes

 $

 5,073

 $

 5,412

 Less Current Portion of Subordinated Promissory Notes

 ( 1,628

)

 ( 1,988

)

 Long Term Portion of Subordinated Promissory Notes

 $

 3,445

 $

 3,424

 These obligations mature as follows (in thousands):

 Total

 2025

 $

 1,628

 2026

 1,315

 2027

 1,215

 2028

 Total

 $

 5,073

 9.

 STOCKHOLDERS' EQUITY

 (in thousands, except share 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") were initially entitled to receive
 annual dividends at a rate of 7 % per annum of the original issuance price of $ 500, when and if declared by the Company's Board of Directors, with such rate to increase by 2 % annually beginning on the third anniversary of issuance of such Series C Stock to a maximum rate of 13 %. By the filing of the Certificate of Amendment to the Company's Certificate of Incorporation on March 31, 2022, the annual dividend rate decreased to 5 % per annum of the original issuance price, 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 September 30, 2024 and 2023 was 6 % and 5 %, respectively. 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 $ 7,957 and $ 7,713 as of September 30, 2024 and September 30,
 2023, respectively.

 For the fiscal year ended September 30, 2024 and 2023, the Company declared dividends on Series C Stock of $ 328 and $ 284, respectively. At
 September 30, 2024 and 2023, the Company had accrued dividends of $ 2,271 and $ 2,029, respectively.

 (B)

 Equity Incentive Plan

 On

 May 12, 2017, the Company adopted the 2017 Equity Incentive Plan (the "2017 Plan") pursuant to which (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 may be granted 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 non-statutory stock options, restricted stock awards and stock appreciation rights of the Company's Common Stock, par value $ 0.001 per share ("Common Stock"), may be granted to employees, directors and consultants to the Company and its subsidiaries.

 The Amended Plan increases 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 adopts 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.

 10.

 STOCK-BASED COMPENSATION

 (in thousands, except share per share data)

 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 September 21, 2021, the Board of Directors of the Company adopted the Amended and Restated 2017 Janel Corporation Equity Incentive Plan (the "Amended and
 Restated Plan"), which amended and restated the prior 2017 plan, as previously amended, and pursuant to which non-statutory stock options, restricted stock awards and stock appreciation rights with respect to up to 200,000 shares of the Company's Common Stock may be granted to directors, officers, employees of and consultants to the Company and its
 subsidiaries. The Amended and Restated Plan increased the number of shares of Common Stock that may be issued pursuant to the Amended and Restated Plan from 100,000 to 200,000 shares of Common Stock of the Company and adopts certain other
 non-substantive amendments. Participants and all terms of any grant under the Amended and Restated Plan are in the discretion of the Company's Compensation Committee.

 Total stock-based compensation for the fiscal year ended September 30, 2024 and 2023 amounted to $ 321 and $ 231, respectively, and was included in selling, general and
 administrative expense in the Company's statements of operations.

 Stock Options

 The Company uses the Black-Scholes option pricing model to estimate the fair value of our share-based awards. In applying this model, we use the following
 assumptions:

 •

 Risk-free interest rate - We determine the risk-free interest rate by using a weighted average assumption equivalent to the expected term based on the U.S. Treasury constant maturity rate.

 •

 Expected term - We estimate the expected term of our options on the average of the vesting date and term of the option.

 •

 Expected volatility - We estimate expected volatility using daily historical trading data of our common stock.

 •

 Dividend yield - We have never paid dividends on our common stock and currently have no plans to do so therefore, no dividend yield is applied.

 The fair values of our employee option awards were estimated using the
 assumptions below, which yielded the following weighted average grant date fair values for the periods presented:

 2024

 2023

 Risk-free interest rate

 4.63

 %

 3.98

 %

 Expected option term in years

 4.5 - 6.0

 5.5 - 6.5

 Expected volatility

 58.2

 %

 93.6

 %

 Dividend yield

 —

 %

 —

 %

 Weighted average grant date fair value

 9.83 - 16.63

 30.06 - 41.24

 Options for Employees

 Number of

 Options

 Weighted

 Average

 Exercise Price

 Weighted

 Average

 Remaining

 Contractual

 Term (in years)

 Aggregate

 Intrinsic Value

 Outstanding balance at September 30, 2023

 40,993

 $

 22.53

 6.6

 $

 862.16

 Granted

 12,500

 $

 28.25

 9.3

 $

 153.13

 Expired

 ( 3,500

)

 $

 3.25

 —

 $

 —

 Outstanding balance at September 30, 2024

 49,993

 $

 25.31

 6.9

 $

 884.91

 Exercisable at September 30, 2024

 24,162

 $

 12.63

 5.3

 $

 673.48

 The aggregate intrinsic value in the above table was calculated as the difference between the closing price of the Company's Common Stock at September 30, 2024
 of $ 40.50 per share and the exercise price of the stock options that had strike prices below such closing price.

 As of September 30, 2024, there was approximately $ 241
 of total unrecognized compensation expense related to the unvested employee stock options which is expected to be recognized over the next year.

 Liability classified share-based awards

 During the fiscal year ended September 30, 2024 and 2023, there were no options granted and no options were exercised with respect to Indco's common stock.

 Number of

 Options

 Weighted

 Average

 Exercise Price

 Weighted

 Average

 Remaining

 Contractual

 Term (in years)

 Aggregate

 Intrinsic Value

 Outstanding Balance at September 30, 2023

 35,607

 $

 12.22

 5.8

 $

 375.02

 Outstanding Balance at September 30, 2024

 35,607

 $

 12.22

 4.8

 $

 375.02

 Exercisable on September 30, 2024

 33,269

 $

 11.87

 4.6

 361.95

 The aggregate intrinsic value in the above table was calculated as the difference between the valuation price of Indco's common stock at September 30, 2024 of $ 22.75 per share and the exercise price of the stock options that had strike prices below such closing price.

 The liability classified awards were measured at fair value at each reporting date until the final measurement date, which was the date of completion of services
 required to earn the option. The accrued compensation cost related to these options was approximately $ 350 and $ 334 as of September 30, 2024 and September 30, 2023, respectively, and is included in other liabilities in the consolidated financial statement. The compensation cost related to these
 options was approximately $ 16 and $ 23
 for the fiscal years ended September 30, 2024 and September 30, 2023, respectively, and is included in other liabilities in the consolidated financial statement. The cost associated with the options issued on each grant date is being
 recognized ratably over the period of service required to earn each tranche of options.

 Upon vesting, the options continue to be accounted for as a liability in accordance with ASC 480-10-25-8 and are measured in accordance with ASC 480-10-35 at
 every reporting period until the options are settled.

 As a result of previous option exercise and stock
 repurchase activity, the mandatorily redeemable non-controlling interest percentage was 9.8 % as of each of September 30,
 2024 and 2023.

 Changes in the fair value of the vested options are recognized in earnings in the consolidated financial statements.

 The options are classified as liabilities, and the underlying shares of Indco's common stock also contain put options which result in their classification as a
 mandatorily redeemable security. While their redemption does not occur on a fixed date, there is an unconditional obligation for the Company to repurchase the shares upon death.

 As of September 30, 2024, there was no
 unrecognized compensation expense related to the unvested Indco stock options.

 11.

 INCOME PER COMMON SHARE

 The following table provides a reconciliation of the basic and diluted income (loss) per share ("EPS") computations for the fiscal years ended September 30, 2024
 and 2023 (in thousands, except share and per share data):

 Year Ended September 30,

 2024

 2023

 Income:

 $

 $

 ( 328

)

 ( 284

)

 Non-controlling interest dividends

 —

 —

 Net income available to common stockholders

 $

 $

 Common Shares:

 Basic - weighted average common shares

 1,186

 1,186

 Effect of dilutive stock options

 Diluted - weighted average common stock

 1,206

 1,206

 Income per Common Share:

 Basic -

 $

 0.46

 $

 0.61

 ( 0.27

)

 ( 0.24

)

 Non-controlling interest dividends

 —

 —

 Net income (loss) attributable to common stockholders

 $

 0.19

 $

 0.37

 Diluted -

 $

 0.45

 $

 0.60

 ( 0.27

)

 ( 0.24

)

 Non-controlling interest dividends

 —

 —

 Net income available to common stockholders

 $

 0.18

 $

 0.36

 The computation for the diluted number of shares excludes unexercised stock options that are anti-dilutive. There were 10,000 anti-dilutive shares for the fiscal year ended September 30, 2024 and 10,000 anti-dilutive shares for the fiscal years ended September 30, 2023.

 Potentially diluted securities as of September 30, 2024 and 2023 are as follows:

 2024

 2023

 Employee stock options (Note 10)

 49,993

 40,993

 49,993

 40,993

 12.

 INCOME TAXES

 The reconciliation of income tax computed at the Federal statutory rate to the provision for income taxes from operations is as follows (in thousands):

 Year Ended September 30,

 2024

 2023

 Federal taxes at statutory rates

 $

 $

 Permanent differences

 State and local taxes, net of Federal benefit

 ( 273

)

 Other

 ( 285

)

 Total

 $

 $

 ( 198

)

 The provisions of income taxes are summarized as follows (in thousands):

 Year Ended September 30,

 2024

 2023

 Current

 $

 $

 1,048

 Deferred

 ( 1,246

)

 Total

 $

 $

 ( 198

)

 The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities were as follows (in thousands):

 2024

 2023

 Deferred tax assets - net operating loss carryforwards

 $

 $

 Lease liability

 2,115

 1,814

 Other

 Stock based compensation

 Total deferred tax assets

 3,352

 3,008

 Valuation allowance

 —

 —

 Total deferred tax assets net of valuation allowance

 3,352

 3,008

 Deferred tax liabilities - depreciation and amortization

 3,604

 2,564

 Prepaid expenses

 Right of use assets

 2,025

 1,755

 Total deferred tax liabilities

 5,866

 4,349

 Net deferred tax liability

 $

 ( 2,514

)

 $

 ( 1,341

)

 As of September 30, 2024, the Company had no
 accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company's statement of
 operations. Income tax returns for tax years from 2019 through 2023 remain subject to examination by the taxing jurisdictions.

 13.

 PROFIT SHARING AND 401(K) PLANS

 The Company maintains a qualified retirement plan commonly referred to as a 401(k) Plan covering substantially all full-time employees under each segment.

 The Janel Corporation 401(k) allows for employee salary deferrals including Roth 401(k) deferrals, employer matching contributions, employer profit sharing
 contributions and employee rollovers. The Janel Corporation 401(k) plan provides for participant contributions of up to 50 % of
 annual compensation (not to exceed the IRS limit), as defined by the plan. The Company contributes an amount equal to 50 % of the
 participant's first 6 % of contributions.

 The combined expenses charged to operations for contributions made to the plans for the benefit of the employees for the years ended September 30, 2024 and 2023
 were $ 549 and $ 535,
 respectively.

 The administrative expense charged to operations for the years ended September 30, 2024 and 2023 aggregated $ 76 and $ 65, respectively.

 14.

 BUSINESS SEGMENT INFORMATION

 As discussed 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 presents selected financial
 information about the Company's reportable segments and Corporate for the purpose of reconciling to the consolidated totals for the fiscal years ended September 30, 2024 and 2023:

 For the year ended September 30, 2024 (in thousands)

 Consolidated

 Corporate

 $

 183,184

 $

 159,958

 $

 13,154

 $

 10,072

 $

 —

 Forwarding expenses and cost of revenues

 124,800

 117,501

 2,638

 4,661

 —

 58,384

 42,457

 10,516

 5,411

 —

 Selling, general and administrative

 52,327

 37,057

 7,216

 3,129

 4,925

 2,299

 —

 —

 —

 2,299

 Income (loss) from operations

 3,758

 5,400

 3,300

 2,282

 ( 7,224

)

 Interest expense

 2,318

 1,667

 —

 Identifiable assets

 110,610

 42,495

 11,230

 4,162

 52,723

 Capital expenditures, net of disposals

 $

 1,003

 $

 $

 $

 $

 —

 For the year ended September 30, 2023 (in thousands)

 Consolidated

 Corporate

 $

 186,449

 $

 166,052

 $

 11,059

 $

 9,338

 $

 —

 Forwarding expenses and cost of revenues

 130,777

 123,938

 2,376

 4,463

 —

 55,672

 42,114

 8,683

 4,875

 —

 Selling, general and administrative

 50,975

 37,310

 6,149

 2,978

 4,538

 2,098

 —

 —

 —

 2,098

 Income (loss) from operations

 2,599

 4,804

 2,534

 1,897

 ( 6,636

)

 Interest expense

 1,998

 1,357

 —

 Identifiable assets

 96,834

 34,823

 11,932

 4,202

 45,877

 Capital expenditures, net of disposals

 $

 $

 $

 $

 $

 —

 Goodwill and intangible assets are recorded at the Corporate level and are included in identifiable assets.

 15.

 LEASES

 The Company has operating leases for office and warehouse space in all districts where it conducts business. As of September 30, 2024, the remaining terms of the
 Company's operating leases were between one and 126 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 years ended September 30, 2024 and 2023 are as follows:

 2024

 2023

 Operating lease cost

 $

 2,522

 $

 2,102

 Short-term lease cost

 T otal lease cost

 $

 2,870

 $

 2,474

 Rent expense for the year ended September 30, 2024 and 2023 was $ 2,870
 and $ 2,474, respectively.

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

 Operating lease right of use assets, current portion of operating lease liabilities and long-term operating lease liabilities reported in the consolidated
 balance sheets for operating leases as of September 30, 2023 were $ 7,460, $ 2,020 and $ 5,689, respectively.

 During the twelve months ended September 30, 2024 and 2023, the Company entered into new operating leases and recorded an additional $ 313 and $ 1,759, respectively in
 operating lease right of use assets and corresponding lease liabilities.

 As

 of September 30, 2024 and 2023, the weighted-average remaining lease term and the weighted-average discount rate related to the Company's operating leases were 5.3 years and 5.72 % and 5.9 years and 4.01 %
 respectively.

 Cash paid for amounts included in the measurement of operating lease obligations were $ 2,395 and $ 2,012 for the twelve months ended September 30,
 2024 and 2023.

 Future minimum lease payments under non-cancelable operating leases as of September 30, 2024 are as follows (in thousands):

 Year End

 September 30, 2024

 2025

 $

 2,883

 2026

 2,432

 2027

 1,726

 2028

 1,515

 2029

 Thereafter

 1,559

 Total undiscounted loan payments

 10,620

 Less imputed interest

 ( 1,616

)

 Total lease obligation

 $

 9,004

 16.

 RUBICON INVESTMENT

 (in thousands, except per share data)

 As of each of September 30, 2023 and September 30, 2024, the Company owned 1,108,000 shares, or approximately 46.6 %, of the common stock of
 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.

 The Company revalued the investment in Rubicon's securities on September 30, 2024 and 2023 and recorded a loss of $ 55 and $ 798, respectively within other
 income (loss), net of dividends on the Company's consolidated. Below is reconciliation for the changes to the investment in Rubicon for the year ended September 30, 2024 and 2023.

 2024

 2023

 Balance at beginning of year

 $

 1,573

 $

 2,371

 Fair value adjustments to Rubicon investment

 ( 55

)

 ( 798

)

 Total

 $

 1,518

 $

 1,573

 17.

 FAIR VALUE MEASUREMENTS

 Topic 820 established a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to
 measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three
 levels of the fair value hierarchy under Topic 820 are described below:

 Level 1:

 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.

 Level 2:

 Inputs to the valuation methodology are quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active,
 and model-based valuation techniques for which all significant assumptions are observable in the market.

 Level 3:

 Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

 Recurring Fair Value Measurements

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

 Total fair value at

 September 30, 2024

 Quoted prices in active

 markets for identical

 assets (Level 1)

 Significant other

 observable inputs

 (Level 2)

 Significant

 unobservable inputs

 (Level 3)

 Assets:

 Investment in Rubicon at fair value

 $

 1,518

 $

 1,518

 $

 —

 $

 —

 Investment in other marketable securities

 —

 —

 $

 1,574

 $

 1,574

 $

 —

 $

 —

 Liabilities:

 Contingent earnout liabilities

 $

 3,381

 $

 2,100

 $

 —

 $

 1,281

 $

 3,381

 $

 2,100

 $

 —

 $

 1,281

 The contingent earnout liability for ELFS was classified as Level 3 as of September 30, 2023. 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.

 Inputs to the valuation approach for contingent earnout liabilities for Airschott
 include the Company's forecasted gross profit for each of the next 3 fiscal years from the acquisition date, estimated volatility measure of 20 %,
 expected term of 3 years, an underlying metric discount rate of 8.9 %, and a discount rate on the earnout payments of 8.25 %.

 Total fair value at

 September 30, 2023

 Quoted prices in active

 markets for identical

 assets (Level 1)

 Significant other

 observable inputs

 (Level 2)

 Significant

 unobservable inputs

 (Level 3)

 Assets:

 Investment in Rubicon at fair value

 $

 1,573

 $

 1,573

 $

 —

 $

 —

 $

 1,573

 $

 1,573

 $

 —

 $

 —

 Liabilities:

 Contingent earnout liabilities

 $

 2,330

 $

 —

 $

 —

 $

 2,330

 $

 2,330

 $

 —

 $

 —

 $

 2,330

 Investment in Rubicon at fair value

 As
 of each of September 30, 2024 and September 30, 2023, 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). Refer to Note 16 to Consolidated Financial Statements for reconciliation of
 changes to the investment in Rubicon for the years ended September 30, 2024 and 2023.

 Contingent earnout liabilities

 For the period ending September 30, 2024, these
 liabilities relate to the estimated fair value of earnout payments to former IBSC,ELFS,ViraQuest and Airschott owners. For the period ending September 30, 2023, these
 liabilities relate to the estimated fair value of earnout payments to former IBSC and ELFS owners. The current and non-current portions of the fair value of the contingent earnout liability at September 30, 2024 were $ 1,262 and $ 2,119, respectively. The
 current and non-current portions of the fair value of the contingent earnout liability at September 30, 2023 were $ 592 and $ 1,738, 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):

 2024

 2023

 Balance at beginning of year

 $

 2,330

 $

 4,580

 Fair value of contingent consideration recorded in connection with business combinations

 1,017

 Earnout payment

 ( 740

)

 ( 1,693

)

 Fair value adjustment of contingent earnout liabilities

 ( 857

)

 Total

 $

 3,381

 $

 2,330

 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.

 18.

 COMMITMENTS AND CONTINGENCIES

 Employment Agreements

 The Company has various employment agreements, including employment agreements with the previous owners of ELFS and Airschott.

 19.

 RISK AND UNCERTAINTIES

 (A)

 Currency Risks

 The nature of Janel's operations requires it to deal with currencies other than the U.S. Dollar. As a result, the Company is exposed to the inherent risks of
 international currency markets and governmental interference. A number of countries where Janel maintains agent relationships have currency control regulations. The Company attempts to compensate for these exposures by accelerating
 international currency settlements among those agents.

 (B)

 Concentration of Credit Risk

 The Company's assets that are exposed to concentrations of credit risk consist primarily of cash and receivables from customers. The Company places its cash with
 financial institutions that have high credit ratings. The receivables from clients are spread over many customers. The Company maintains an allowance for uncollectible accounts receivable based on expected collectability and performs ongoing
 credit evaluations of its customers' financial condition. We have continued to experience heightened customer credit risk as a result of the negative impact to customers' financial condition, employment levels and consumer confidence arising
 from economic disruptions related to the COVID-19 pandemic, and we expect that our risk in this area will remain high as long as the disruptions persist.

 (C)

 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.

 (D)

 Concentration of Customers

 No customer accounts for 10% or more of consolidated sales for the years ended September 30, 2024 and 2023. No customer accounted for 10% or more of consolidated
 accounts receivable at September 30, 2024 and 2023.

 (E)

 Auto Insurance

 In the ordinary
 course of our Logistics business, we are a defendant in several legal proceedings arising out of the conduct of our Logistics business. These proceedings include third party claims for property damage or bodily injury incurred in connection
 with our services. Although there can be no assurance as to the ultimate disposition of these proceedings, we do not believe, based upon the information available at this time, that these property damage or bodily injury claims, in the
 aggregate, will have a material impact on our consolidated financial statements. Within our Logistics segment, ELFS maintains auto liability for commercial trucking claims of up to $ 6,000 per occurrence, and general liability with of up to $ 6,000 per
 occurrence.

 20.

 SUBSEQUENT EVENTS

 On November 22, 2024, Antibodies Incorporated, Aves Labs, Inc., Indco, Inc., and their wholly-owned subsidiaries, entered into the Second Amendment to the Amended and Restated Credit Agreement and Joinder Agreement dated as of April 25, 2023
 and first amended as of January 10, 2024. The Second Amendment increased the borrowing capacity by $ 6,700.