As filed with the Securities and Exchange Commission on April 4, 2022

Registration No. 333-______

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

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FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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JANEL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

80 Eighth Avenue

New York, New York 10011

(212) 373-5895

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

JANEL CORPORATION 2017 EQUITY INCENTIVE PLAN

(Full title of the plan)

       

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Dominique Schulte

President and Chief Executive Officer

Janel Corporation

80 Eighth Avenue

New York, New York 10011

(212) 373-5895

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Hillel Tendler, Esquire

Neuberger, Quinn, Gielen, Rubin & Gibber, P.A.

One South Street, 27^th Floor

Baltimore, Maryland 21202

(410) 332-8552

          

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Indicate by check mark if the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.  See the definitions 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 7(a)(2)(B) of the Securities Act. ☐

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This Registration Statement is filed pursuant to General Instruction E of Form S-8 for the purpose of registering 100,000 additional shares of common stock, par value $0.001 per share (“Common Stock”), of Janel Corporation, a Nevada corporation (the “Registrant”), reserved for issuance upon the exercise of stock options that may be granted under the Janel Corporation 2017 Equity Incentive Plan (as from time to time amended, the “2017 Plan”).  A registration statement filed on Form S-8 relating to the 2017 Plan is currently effective.  The Registrant has elected to rely upon General Instruction E to Form S-8, which permits the filing of an abbreviated registration statement for the registration of additional securities for an employee benefit plan for which an earlier S-8 registration is effective.  Consequently, pursuant to General Instruction E to Form S-8, the contents of the Registration Statement on Form S-8 (File No. 333- 253400 ) are incorporated by reference into this Registration Statement.

The Registrant’s Board of Directors authorized the increase in the aggregate number of shares available for issuance under the 2017 Plan.  The Plan, as amended, increased the number of shares of Common Stock which may be issued pursuant to the 2017 Plan by 100,000 shares, bringing the total number of authorized shares to 200,000.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S‑8 and has duly caused this Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 4^th day of April, 2022.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons as of the date indicated below.

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