11/04/2026 | Press release | Distributed by Public on 11/04/2026 20:37
As filed with the Securities and Exchange Commission on November 4, 2026
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-11
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
Janus Living, Inc.
(Exact name of registrant as specified in its governing instruments)
4600 South Syracuse Street, Suite 500
Denver, CO 80237
(720) 428-5050
(Address, including Zip Code and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)
Tracy Porter
Executive Vice President and General Counsel
4600 South Syracuse Street, Suite 500
Denver, CO 80237
(720) 428-5050
(Name, Address, including Zip Code and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
|
Lewis W. Kneib, Esq. Charles K. Ruck, Esq. Ross J. McAloon, Esq. Latham & Watkins LLP 1271 Avenue of the Americas New York, New York 10020 (212) 906-1200 |
Edward F. Petrosky, Esq. J. Gerard Cummins, Esq. Adam M. Gross, Esq. Sidley Austin LLP 787 Seventh Avenue New York, New York 10019 (212) 839-5300 |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x (333-299816)
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ | Accelerated filer ¨ |
| Non-accelerated filer x | Smaller reporting company ¨ |
| Emerging growth company x |
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 7(a)(2)(B) of the Securities Act ¨
The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
Janus Living, Inc. (the "Registrant") is filing this registration statement with the Securities and Exchange Commission (the "Commission") pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This registration statement relates to the Registrant's prior registration statement on Form S-11 (File No. 333-299816) (together with its exhibits, the "Prior Registration Statement"), which was declared effective by the Commission on November 4, 2026.
The Registrant is filing this registration statement for the sole purpose of registering the sale of an additional $12,362,500.00 of Class A-1 common stock of the Registrant, comprising the same class of securities covered by the Prior Registration Statement. The information set forth in the Prior Registration Statement and all exhibits thereto are hereby incorporated by reference in this filing.
The required opinion and consents are listed in Part II, Item 36 of this registration statement and filed herewith.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 36. Financial Statements and Exhibits.
(B) Exhibits: The following exhibits are filed as part of, or incorporated by reference into, this registration statement on Form S-11:
|
Exhibit Number |
Description of Exhibit | |
| 5.1 | Opinion of Ballard Spahr LLP | |
| 8.1* | Opinion of Latham & Watkins LLP with respect to tax matters (incorporated by reference to Exhibit 8.1 to the Registrant's Form S-11 filed with the SEC on November 4, 2026) | |
| 23.1 | Consent of Deloitte & Touche LLP as to the combined and consolidated financial statements of Janus Living, Inc. | |
| 23.2 | Consent of Ballard Spahr LLP (contained in Exhibit 5.1) | |
| 23.3* | Consent of Latham & Watkins LLP (contained in Exhibit 8.1) | |
| 24.1* | Power of Attorney (included on the signature page of the Registration Statement on Form S-11 (File No. 333-299816), filed with the Commission on November 4, 2026 and incorporated herein by reference). | |
| 107 | Filing Fee Table |
* Incorporated by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Denver, Colorado, on this 4th day of November, 2026.
| JANUS LIVING, INC. | ||
| By: | /s/ Scott M. Brinker | |
| Scott M. Brinker | ||
| President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Scott M. Brinker | President, Chief Executive Officer and | November 4, 2026 | ||
| Scott M. Brinker | Director (Principal Executive Officer) | |||
| * | Chief Financial Officer (Principal | November 4, 2026 | ||
| Kelvin O. Moses | Financial Officer) | |||
| * | Executive Vice President and Chief Accounting | November 4, 2026 | ||
| Shawn G. Johnston | Officer (Principal Accounting Officer) | |||
| * | Director | November 4, 2026 | ||
| John V. Arabia | ||||
| * | Director | November 4, 2026 | ||
| Charles J. Herman, Jr. | ||||
| * | Director | November 4, 2026 | ||
| Denise Olsen | ||||
| * | Director | November 4, 2026 | ||
| Katherine M. Sandstrom |
| * By: | /s/ Scott M. Brinker | |
| Scott M. Brinker | ||
| Attorney-in-Fact |