UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For
the fiscal year ended
or
| Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission
File No.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.001 par value |
ALTS |
Nasdaq Capital Market | ||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. ☐ Yes ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days. ☒
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting 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 | ☐ | ☒ | |
| Smaller reporting company | Emerging growth company |
If any 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 pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒
The
aggregate market value of the registrant’s common stock held by non-affiliates, based on the closing sales price of such stock
on June 27, 2025 was approximately $
The number of shares outstanding of the registrant’s common stock as of April 9, 2026 was .
TABLE OF CONTENTS
| Page | |
| Introductory Statement | 3 |
| PART IV | |
| Item 15. Exhibits and Financial Statement Schedules | 4 |
| Index to Exhibits | 4 |
| Signatures | 5 |
| 2 |
INTRODUCTORY STATEMENT
ALT5 Sigma Corporation is filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 27, 2025 for the purpose of filing its Compensation Recoupment (Clawback) Policy, as Exhibit 97.1. Other than the filing of this replacement exhibit and the dating of this Amendment, there are no changes to that Annual Report.
| 3 |
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| (a) | Financial Statements, Financial Statement Schedules and Exhibits |
| 3. | Exhibits |
See Index to Exhibits
Index to Exhibits
| Exhibit No. | Description | |
| 97.1+ | Compensation Recoupment (Clawback) Policy. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |
| + | Filed herewith. |
| 4 |
SIGNATURES
Pursuant to the requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on our behalf by the undersigned, thereunto duly authorized.
| April 28, 2026 | ALT5 Sigma Corporation | |
| (Registrant) | ||
| By | /s/ Tony Isaac | |
| Tony Isaac | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| Principal Executive Officer | ||||
| /s/ Tony Isaac | Chief Executive Officer and Director | April 28, 2026 | ||
| Tony Isaac | ||||
| Principal Financial and Accounting Officer | ||||
| /s/ Steven M. Plumb | Chief Financial Officer | April 28, 2026 | ||
| Steven M. Plumb | ||||
| Directors | ||||
| /s/ Zachary Witkoff | Chairman of the Board | April 28, 2026 | ||
| Zachary Witkoff | ||||
| /s/ Zachary Folkman | Director | April 28, 2026 | ||
| Zachary Folkman | ||||
| /s/ Dr. Adel Elmissiry, Ph.D | Director | April 28, 2026 | ||
| Dr. Adel Elmissiry, Ph.D | ||||
| /s/ John Bitar | Director | April 28, 2026 | ||
| John Bitar | ||||
| /s/ Nael Hajjar | Director | April 28, 2026 | ||
| Nael Hajjar | ||||
| /s/ Tim Stanley | Director | April 28, 2026 | ||
| Tim Stanley |
| 5 |