---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-008681"
form_type: "8-K"
ticker: "AIFC"
cik: "0000862861"
company_name: "AI Financial Corp"
filed_at: "2023-03-20T23:59:59+00:00"
generated_at: "2026-06-17T23:22:35.780926+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-owned entity for up to $24M in monthly payments

## Summary
- Liabilities reduced by ~$17.6M; company will receive minimum $24M over 15 years in monthly payments.
- Monthly payments: greater of $140k (or $100k in Jan/Feb) or 3-5% of subsidiary gross revenue tiers.
- Buyer VM7 controlled by JanOne CFO Virland Johnson; board unanimously approved the deal.
- IRS employee retention credit payments of ~$931k due to JanOne within 10 days of receipt.
- CFO Johnson's salary set at $400k for 2023 then 1% of subsidiaries' aggregate gross revenues.

## SEC filing metadata
- accession: 0000950170-23-008681
- form_type: 8-K
- ticker: AIFC
- cik: 0000862861
- company_name: AI Financial Corp
- filed_at: 2023-03-20T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/862861/000095017023008681/0000950170-23-008681-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/862861/000095017023008681/jan-20230319.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-008681
- JSON: https://secwatch.observer/filing/0000950170-23-008681.json
- Plain text: https://secwatch.observer/filing/0000950170-23-008681.txt

## Key facts
- Material Agreements
  AI Financial Corp entered into Stock Purchase Agreement with VM7 Corporation valued at reduced liabilities by $17.6M, receives minimum $24M aggregate monthly payments over 15 years (effective 2023-03-19).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: VM7 Corporation
  - Value: reduced liabilities by $17.6M, receives minimum $24M aggregate monthly payments over 15 years
  - Effective: 2023-03-19
  source text: On March 19, 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., a corporation organized under the laws of Ontario, Canada (“ARCA Canada”; and, together with ARCA and Connexx, the “Subsidiaries”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/862861/000095017023008681/0000950170-23-008681-index.htm

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