v3.26.1
STOCKHOLDERS' EQUITY
 6 Months Ended
Mar. 31, 2026
STOCKHOLDERS’ EQUITY [Abstract]  
STOCKHOLDERS' EQUITY
8.
STOCKHOLDERS’ EQUITY
 
(in thousands, except share and 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”) are entitled to receive annual dividends at a rate of 5% per annum of the original issuance price of $500 per share, 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 March 31, 2026 and September 30, 2025 was 8% and 7%, 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 $6,708 and $7,333 as of March 31, 2026 and September 30, 2025, respectively.
 
For the three and six months ended March 31, 2026 and 2025, the Company declared dividends on Series C Stock of $112 and $108, and $212 and $194, respectively. As of March 31, 2026 and September 30, 2025, the Company had accrued dividends of $1,024 and $1,649, respectively.
 
(B)
Equity Incentive Plan
 
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 May 12, 2017, the Company adopted the 2017 Equity Incentive Plan (the “2017 Plan”) pursuant to which the Company may grant (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, par value of $0.001 per share (“Common Stock”), 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 the Company may grant non-statutory stock options, restricted stock awards and stock appreciation rights of Common Stock to employees, directors and consultants to the Company and its subsidiaries.
 
The Amended Plan increased 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 reflected certain other non-substantive amendments.
 
Participants and all terms of any grant under the Amended Plan are within the discretion of the Company’s Compensation Committee.
 
The following table summarizes activities under the 2017 Equity Incentive Plan for the indicated periods:
 
Options
 
The Company uses the Black-Scholes option pricing model to estimate the fair value of the share-based awards. In applying this model, the Company uses the following assumptions:
 
 
●
Risk-free interest rate - The Company determines 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 - The Company estimates the expected term of options on the average of the vesting date and term of the option.
 
●
Expected volatility - The Company estimates expected volatility using daily historical trading data of its common stock.
 
●
Dividend yield - The Company has never paid dividends on its common stock and currently have no plans to do so; therefore, no dividend yield is applied.
 
The fair values of the employee option awards for the three and six months ended March 31, 2026 and 2025 were estimated using the assumptions below, which yielded the following weighted average grant date fair values for the periods presented:
 
         
   Three and Six Months
Ended March 31,		   Three and Six Months
Ended March 31,		 
    2026     2025  
Risk-free interest rate   3.72%   3.45%
Expected option term in years   5.5    4.5-6.0 
Expected volatility   57.73%   49.40%
Dividend yield    — %    — %
Weighted average grant date fair value  $19.87     $12.91 - $19.86  
                 
    Number
   of Options 		    Weighted
   Average
   Exercise
   Price 		    Weighted
   Average
   Remaining
Contractual
   Term (in years) 		    Aggregate
   Intrinsic
   Value
   (in thousands) 		 
Outstanding balances, September 30, 2025
  62,493   $28.35    6.5   $705.34 
Granted
  12,500   $36.01    5.5   $ —  
Outstanding balances, March 31, 2026
  74,993   $29.63    6.6   $1,670.92 
Exercisable at March 31, 2026
  62,493   $28.35    6.0   $1,474.42 
 
The aggregate intrinsic value in the above table was calculated as the difference between the closing price of the company’s common stock at March 31, 2026 of $51.73 per share and the exercise price of the stock options that had strike prices below such closing price.
 
As of March 31, 2026, there was $125 unrecognized compensation expense related to the unvested employee stock options, which is expected to be recognized over the next fiscal year.