---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-008213"
form_type: "8-K"
ticker: "AIFC"
cik: "0000862861"
company_name: "AI Financial Corp"
filed_at: "2023-03-15T23:59:59+00:00"
generated_at: "2026-06-18T02:40:44.213261+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# JanOne sells three subsidiaries to CFO-led entity for min $24M in monthly payments and $17.6M liability reduction

## Summary
- Reduced liabilities ~$17.6M; will receive min $24M in monthly payments plus a $1M revolving credit line.
- Buyer is VM7 Corp, whose principal is JanOne CFO Virland A. Johnson; deal approved by JanOne board and closed immediately.
- Monthly payments: greater of $140k (or $100k in Jan/Feb) or % of revenue: 5% up to $2M, 4% $2-3M, 3% above $3M.
- Additional consideration includes 50% of any California tax settlement and ~$931K IRS employee retention credits passed to JanOne.
- Pledge agreement: Johnson pledges VM7 stock; VM7 pledges subsidiary equity; upon default JanOne can foreclose.

## SEC filing metadata
- accession: 0000950170-23-008213
- form_type: 8-K
- ticker: AIFC
- cik: 0000862861
- company_name: AI Financial Corp
- filed_at: 2023-03-15T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/862861/000095017023008213/0000950170-23-008213-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/862861/000095017023008213/jan-20230309.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-008213
- JSON: https://secwatch.observer/filing/0000950170-23-008213.json
- Plain text: https://secwatch.observer/filing/0000950170-23-008213.txt

## Key facts
- Material Agreements
  AI Financial Corp entered into Stock Purchase Agreement with VM7 Corporation valued at not less than $24.0 million in aggregate monthly payments (effective 2023-03-09).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: VM7 Corporation
  - Value: not less than $24.0 million in aggregate monthly payments
  - Effective: 2023-03-09
  source text: On March 9, 2023, JanOne Inc. (“our,” “us,” “we,” or the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with VM7 Corporation, a Delaware corporation (the “Buyer”), under which the Buyer agreed to acquire all of the outstanding equity interests of (a) ARCA Recycling, Inc., a California corporation (“ARCA”), (b) Customer Connexx LLC, a Nevada limited liability company (“Connexx”), and (c) ARCA Canada Inc.
  evidence_url: https://www.sec.gov/Archives/edgar/data/862861/000095017023008213/0000950170-23-008213-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.