Item 3.02. Unregistered Sales of Equity Securities.

On August 10, 2022, Janel Corporation (the "Company") issued 88,888 shares (the "Shares") of its Common Stock, par value $0.001 per share (the "Common Stock") at a purchase price of $45 per Share (the closing sale price per share of Common Stock on August 9, 2022 as reported on the Pink tier of the OTC market, or an aggregate purchase price of $3,999,960.

The Shares were sold to accredited investors in a private placement in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Regulation D promulgated thereunder.

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