UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~December~~March 228, ~~2023~~2024

JOANN Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40204

46-1095540

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

5555 Darrow Road

Hudson, Ohio 44236

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (330) 656-2600

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Common stock, par value $0.01 per share

JOAN

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 35.0102 ~~Notice~~Departure of ~~Delisting~~Directors or ~~Failure~~Certain toOfficers; ~~Satisfy~~Election aof ~~Continued~~Directors; ~~Listing~~Appointment ~~Rule~~of orCertain ~~Standard~~Officers; ~~Transfer~~Compensatory Arrangements of ~~Listing~~Certain Officers.

AsDirector ~~previously~~Appointment disclosed, on July 20, 2023, JOANN Inc. (the “Company”) received two written notices from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company is not in compliance with (i) the Nasdaq Global Market’s requirement to maintain a minimum market value of listed securities of at least $50 million as set forth in Nasdaq Listing Rule 5450(b)(2)(A) (the “Market Value Standard”), and (ii) the Nasdaq Global Market’s requirement to maintain a minimum market value of publicly held listed securities of at least $15 million as set forth in Nasdaq Listing Rule 5450(b)(2)(C) (the “Publicly Held Market Value Standard”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C) and Nasdaq Listing Rule 5810(c)(3)(D), the Company was provided a period of 180 calendar days, or until January 16, 2024, to regain compliance with the Market Value Standard and the Publicly Held Market Value Standard, respectively.

AsOn ~~previously disclosed, on October~~March 1912, ~~2023~~2024, upon the ~~Company~~recommendation ~~received~~of ~~a third written notice (~~the ~~“Bid~~Nominating ~~Price~~and ~~Notice”)~~Corporate ~~from~~Governance ~~Nasdaq~~Committee ~~that~~of the ~~Company~~board isof ~~not~~directors ~~in compliance with~~ (the ~~requirement~~“Board”) ~~to maintain a minimum closing bid price~~ of $1JOANN, Inc.00 ~~per share~~ (the “~~Bid Price Requirement~~Company”), ~~because~~and ~~the~~pursuant ~~closing~~to ~~bid price of~~ the Company’s ~~common stock~~bylaws, ~~par~~the ~~value~~Board ~~$0.01~~increased ~~per share (~~the ~~“Common~~size ~~Stock”),~~of ~~was~~the ~~below~~Board ~~$1.00~~from ~~per~~six ~~share~~to ~~for~~seven 30directors ~~consecutive~~and, ~~business~~in ~~days.~~connection ~~The Bid Price Notice provided that~~therewith, inelected ~~accordance~~Pamela ~~with~~Corrie ~~Nasdaq~~as ~~Listing~~a ~~Rule~~Class I ~~5810(c)(3)(A)~~director, ~~the~~effective ~~Company~~as ~~has a period~~ of ~~180~~March 13, ~~calendar~~2024, ~~days~~with ~~from~~a ~~the~~term ~~date~~expiring ofat the ~~Bid~~Company’s ~~Price~~2025 ~~Notice,~~annual ormeeting ~~until~~of ~~April 16~~stockholders, ~~2024,~~ to ~~regain~~fill ~~compliance with~~ the ~~Bid~~newly ~~Price~~created ~~Requirement~~vacancy.

OnIn ~~December 12,~~connection ~~2023~~with her appointment to the Board, the Company ~~applied~~and Ms. Corrie entered into an agreement (the “Independent Director Agreement”), pursuant to ~~transfer~~which ~~its~~Ms. Corrie ~~listing~~has ofagreed to serve as an independent director on the ~~Company’s~~Board. ~~Common~~The ~~Stock~~Independent ~~from~~Director Agreement provides for a fixed monthly cash fee of $30,000. This compensation is in lieu of the ~~Nasdaq~~compensation ~~Global~~Ms. Corrie ~~Market~~would ~~tier~~otherwise be eligible to receive under the ~~Nasdaq~~Company’s ~~Capital~~Non-Employee ~~Market~~Director ~~tier~~Compensation Policy. The Company’s ~~application~~and toMs. Corrie ~~transfer~~also entered into an indemnification agreement (the “Indemnification Agreement”), pursuant to which the ~~Nasdaq~~Company ~~Capital~~has ~~Market~~agreed ~~was~~to ~~approved~~indemnify Ms. Corrie to the fullest extent permitted by ~~Nasdaq~~law onfor ~~December 22,~~any ~~2023.~~claims ~~The~~arising ~~Company’s~~out ~~Common~~of ~~Stock~~her ~~will~~service ~~begin~~to ~~trading~~and activities on behalf of the ~~Nasdaq~~Company ~~Capital~~as ~~Market~~a atmember of the ~~opening~~Board. The foregoing summary of ~~business~~the onIndependent ~~December 27,~~Director ~~2023~~Agreement and ~~will~~the ~~continue~~Indemnification Agreement is qualified in its entirety by reference to ~~trade~~the ~~under~~full texts of the ~~symbol~~agreements, ~~“JOAN~~copies of which are attached as Exhibits 10.”1 and 10.2 hereto and incorporated herein by reference.

~~Although~~Except ~~the~~as ~~previously~~ disclosed ~~Market~~herein, ~~Value~~there ~~Standard and Publicly Held Market Value Standard non-compliance notices~~ are ~~deemed~~no toarrangements beor ~~resolved~~understandings asbetween aMs. Corrie ~~result~~and ofany ~~the~~other ~~Company’s~~persons ~~transfer~~pursuant to ~~the~~which ~~Nasdaq~~such ~~Capital~~director ~~Market,~~was ~~the~~appointed ~~Company~~as ~~has~~a ~~until April 16, 2024 to regain compliance with the Bid Price Requirement~~director. ~~During~~There ~~this~~are ~~period,~~no ~~the~~family ~~Common~~relationships ~~Stock~~between ~~will continue to trade on the Nasdaq Capital Market~~Ms. Corrie Ifand at any ~~time~~director ~~before~~or ~~April 16,~~executive ~~2024~~officer ~~the bid price~~ of the ~~Common~~Company, ~~Stock~~and ~~closes at or above $1~~Ms.00 Corrie ~~per~~does ~~share~~not ~~for~~have a ~~minimum~~direct ofor ~~ten~~indirect ~~consecutive~~material ~~trading~~interest ~~days,~~in ~~Nasdaq~~any ~~will~~transaction ~~provide~~required ~~written~~to ~~notification that the Company has achieved compliance with the Bid Price Requirement and the matter will~~ be ~~closed,~~disclosed ~~unless Nasdaq exercises its discretion to extend the ten-day period~~ pursuant to ~~Nasdaq~~Item ~~Listing Rule 5810~~404(ca)~~(3)(H)~~ of Regulation S-K.

InRetention ~~the~~Bonus event the Company does not regain compliance with the Bid Price Requirement by April 16, 2024, the Company may be eligible for an additional 180 calendar day period to regain compliance. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, except for the Bid Price Requirement. The Company would also be required to provide written notice to Nasdaq of its intent to cure the deficiency during this second compliance period, including by effecting a reverse stock split, if necessary. If it appears to the Nasdaq staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq would provide notice to the Company that its Common Stock would be subject to delisting. At that time, the Company may appeal the Nasdaq staff’s delisting determination to a Nasdaq Hearing Panel. In such event, there can be no assurance that such an appeal would be successful. In addition, if the Company fails to meet the Nasdaq Capital Market’s other continued listing requirements, the Company’s Common Stock could be subject to delisting.

~~The~~On ~~Company~~March 8, is2024, ~~considering~~the ~~available~~Board ~~options~~approved toa ~~regain~~one-time ~~compliance~~cash ~~with~~bonus ~~Nasdaq~~payment ~~listing~~in ~~criteria.~~the ~~However~~amount of $400,000 ~~there~~(the ~~can~~“Retention beBonus”) noto ~~assurance~~Scott ~~that~~Sekella, the Company’s ~~will~~Executive beVice ~~able~~President, toChief ~~regain~~Financial ~~compliance~~Officer ~~under~~and member of the ~~Bid~~Interim ~~Price~~Office ~~Requirement~~of orthe ~~will~~Chief ~~otherwise~~Executive beOfficer, inpursuant ~~compliance~~to ~~with~~a ~~other~~retention ~~Nasdaq~~bonus ~~listing~~agreement ~~criteria~~(the “Retention Bonus Agreement”).

~~FORWARD-LOOKING~~The ~~STATEMENTS~~Retention Bonus is, among other things, subject to repayment by Mr. Sekella in the event he voluntarily terminates his employment, or if his employment is terminated for cause, within 6 months following the grant of the Retention Bonus, as forth in the Retention Bonus Agreement.

~~This~~The ~~Current~~foregoing ~~Report~~summary onof ~~Form~~the ~~8-K~~Retention ~~contains~~Bonus ~~forward-looking~~does ~~statements~~not ~~within~~purport to be complete and is subject to, and is qualified in its entirety by, the ~~meaning~~full text of the ~~Private~~Retention ~~Securities~~Bonus ~~Litigation~~Agreement, ~~Reform~~a ~~Act~~copy of ~~1995.~~which ~~The~~is ~~Company~~attached ~~intends~~hereto ~~such~~as ~~forward-looking~~Exhibit ~~statements~~10.3 toand beincorporated ~~covered~~herein by ~~the~~reference. ~~safe~~

~~harbor~~Item ~~provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended~~9. Readers can generally identify forward-looking statements by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” “vision,” “should,” or the negative thereof or other variations thereon or comparable terminology01. ~~Forward-looking~~Financial ~~statements~~Statements ~~include those we make regarding our ability to regain~~ and maintain compliance with the continued listing requirements of the Nasdaq Capital Market; our ability to become eligible for an additional 180 calendar day period to regain compliance with the Bid Price Requirement; and our ability to otherwise maintain the listing of the Company’s Common Stock on NasdaqExhibits.

~~The~~(d) preceding list is not intended to be an exhaustive list of all of the Company’s forward-looking statements. The Company has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While the Company believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the Company’s control. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included elsewhere in this Current Report on Form 8-K are not guarantees that the Company will regain and maintain compliance with Nasdaq listing criteria. Any forward-looking statement that the Company makes in this Current Report on Form 8-K speaks only as of the date of such statement. Except as required by law, the Company does not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise after the date of this Current Report on Form 8-K. Exhibits


Exhibit Number		Description

10.1		Independent Director Agreement, dated March 13, 2024, by and between JOANN, Inc. and Pamela Corrie.

10.2		Indemnification Agreement, dated March 13, 2024, by and between JOANN, Inc. and Pamela Corrie.

10.3		Retention Bonus Agreement, dated March 8, 2024, by and between Jo-Ann Stores, LLC and Scott Sekella.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

JOANN INC.

Dated: December 26, 2023

/s/ Scott Sekella

Dated: March 14, 2024

/s/ Scott Sekella

Scott Sekella

~~Executive Vice President~~EVP, Chief Financial Officer ~~and Member, Interim Office of the Chief Executive Officer~~

Filing Compare · JOANN Inc.