Janel Corporation, through its wholly owned subsidiary Antibodies Incorporated, has completed the acquisition of EnCor Biotechnology Inc. The transaction, finalized on October 20, 2026, involved Antibodies Inc. purchasing 100% of the issued and outstanding common stock of EnCor.
EnCor Biotechnology Inc. is a Florida corporation based in Gainesville that focuses on the development, manufacturing, and distribution of antibodies and reagents for neurological diseases and conditions.
Under the terms of the Purchase Agreement, the consideration paid for the EnCor Acquisition consisted of two components. The buyer issued a subordinated promissory note with a principal amount of $5,040,000. Additionally, the buyer paid a closing cash consideration of $11,960,000.
The acquisition was funded through a combination of cash provided by operations, borrowings under the Senior Credit Facility, and the issuance of the promissory note.
In connection with the acquisition, Janel Corporation and its subsidiaries entered into a Second Amendment to the Senior Credit Agreement with Santander Bank, N.A. acting as the administrative agent. The amendment included an increase in the acquisition facility commitments by $15,000,000. Of this amount, $11,000,000 was immediately funded and used as cash consideration for the EnCor Acquisition.
As part of the agreement, EnCor was joined as a Borrower under the Senior Credit Facility. The amendment also added an excess cash flow mandatory prepayment provision to the Senior Credit Agreement.
Regarding financial reporting, Janel Corporation has requested relief from the SEC from the requirement to file historical audited financial statements for EnCor and corresponding pro forma financial information. The company believes EnCor’s financial statements would not be material to the Company’s stockholders. The SEC is currently considering this relief request.
