What changed in this filing

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Item 9A. Controls and Procedures

2026-04-13 compared with 2025-03-28 · 648 added, 475 removed, 131 unchanged (90% of the section changed)

Controls and Procedures

Evaluation of Disclosure control and Procedures .

We carried out an evaluation, under the supervision, and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)).

Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of December 28, 2024, the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure due to material weaknesses in internal control over financial reporting further described below.

Despite the identified material weaknesses, management concluded that the consolidated financial statements included in this Annual Report on Form 10-K present fairly, in all material respects, the financial position, results of operations and cash flows for the periods disclosed in conformity with GAAP.

Hudgens CPA, PLLC, the Company’s independent registered public accounting firm, has issued an unqualified opinion on our consolidated financial statements as of and for the year ended December 28, 2024.

They were not engaged to perform, and did not perform, an audit of internal control over financial reporting.

This material weakness has no impact on our consolidated financial statements in prior years.

Management’s Report on Internal Control Over Financial Reporting .

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)).

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management, including the Company’s CEO and CFO, do not expect that the Company’s disclosure controls and procedures or the Company’s internal control over financial reporting will prevent or detect all errors and all fraud.

A control system, regardless of how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met.

of Disclosure control and Procedures .

We carried out an evaluation, under the supervision, and with the participation of our management,

including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures

(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)).

Based upon that evaluation, our principal executive officer and principal

financial officer concluded that, as of December 27, 2025, the period covered in this report, our disclosure controls and procedures

were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is

recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management,

including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required

disclosure due to material weaknesses in internal control over financial reporting further described below.

the identified material weaknesses, management concluded that the consolidated financial statements included in this Annual Report on

Form 10-K present fairly, in all material respects, the financial position, results of operations and cash flows for the periods disclosed

in conformity with GAAP.

LJ Soldinger Associates, LLC, the Company’s independent registered public accounting firm, has issued

an unqualified opinion on our consolidated financial statements as of and for the year ended December 27, 2025.

They were not engaged

to perform, and did not perform, an audit of internal control over financial reporting.

This material weakness has no impact on our consolidated

financial statements in prior years.

Report on Internal Control Over Financial Reporting .

Our management is responsible for establishing and maintaining adequate internal

control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)).

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future

periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

Company’s management, including the Company’s CEO and CFO, do not expect that the Company’s disclosure controls and

procedures or the Company’s internal control over financial reporting will prevent or detect all errors and all fraud.

system, regardless of how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the

control system will be met.

These inherent limitations include the following:

judgements in decision-making can be faulty, and control and process breakdowns can occur because of simple errors or mistakes, controls can be circumvented by individuals, acting alone or in collusion with each other, or by management override.

The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Our management assessed the design and effectiveness of our internal control over financial reporting as of December 28, 2024.

In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) of 2013 regarding Internal Control – Integrated Framework.

Based on our assessment using those criteria, our management concluded that our internal controls over financial reporting were ineffective as of September 30, 2021.

Management noted the following deficiencies that management believes to be material weaknesses:

• The Company does not have sufficient written documentation of our internal control policies and procedures.

Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act;

• Management does not have sufficient resources to maintain adequate segregation of duties and maintain its internal control environment.

In response to the above identified weaknesses in our internal control over financial reporting, we plan to improve the documentation of our internal control policies and procedures and develop an internal testing plan to document our evaluation of effectiveness of the internal controls.

judgments in decision-making can be faulty, and control

and process breakdowns can occur because of simple errors or mistakes, controls can be circumvented by individuals, acting alone or in

collusion with each other, or by management override.

The design of any system of controls is based in part on certain assumptions about

the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential

future conditions.

Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance

with policies or procedures.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute

assurance that all control issues and instances of fraud, if any, have been detected.

management assessed the design and effectiveness of our internal control over financial reporting as of December 27, 2025.

this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission

(“COSO”) of 2013 regarding Internal Control – Integrated Framework.

Based on our assessment using those criteria,

our management concluded that our internal controls over financial reporting were ineffective as of December 27, 2025.

noted the following deficiencies that management believes to be material weaknesses:

Company does not have a properly documented internal control system in accordance with the

requirements of the Committee on Sponsoring Organizations (“COSO”) or some similarly

appropriate internal control methodology or formal documentation of the Company’s systems

of internal control.

This control deficiency contributed to errors that necessitated a restatement

of the Company’s 2024 consolidated financial statements and represents a material weakness

in internal control over financial reporting.

Company did not properly apply ASC 820 in valuing certain equity instruments issued as consideration

in a business combination.

The Company recorded and adjustment to correct the error.

response to the above identified weaknesses in our internal control over financial reporting, we plan to improve the documentation of

our internal control policies and procedures and develop an internal testing plan to document our evaluation of effectiveness of the

internal controls.

We expect to conclude these remediation initiatives during the fiscal year ended December 26, 2026.

We continue to evaluate testing of our internal control policies and procedures, including

assessing internal and external resources that may be available to complete these tasks, but do not know when these tasks will be completed.

A material weakness (within the meaning of PCAOB Auditing Standard No.

5) is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the company’s financial reporting.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

Changes in Internal Control Over Financial Reporting.

There were no changes in the Company’s internal control over financial reporting identified in management's evaluation pursuant to Rule 13a-15and 15d-15 of the Exchange Act that occurred during the fourth quarter of the fiscal year ended December 28, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

We continue to

evaluate testing of our internal control policies and procedures, including assessing internal and external resources that may be available

to complete these tasks, but do not know when these tasks will be completed.

material weakness (within the meaning of PCAOB Auditing Standard No.

5) is a deficiency, or a combination of deficiencies, in internal

control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial

statements will not be prevented or detected on a timely basis.

A significant deficiency is a deficiency, or a combination of deficiencies,

in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by

those responsible for oversight of the company’s financial reporting.

Company improperly recorded an adjustment that duplicated certain fees and overstated revenue.

The Company recorded an adjustment to correct the error.

Company used an incorrect grant-date fair value in measuring certain equity awards.

of the misstatement was not material.

Company did not appropriately record certain qualifying equity issuance costs as a reduction

of equity and instead recognized them in the income statement.

The amount of the resulting

misstatement was not material.

Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial

Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules

of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report.

in Internal Control Over Financial Reporting.

There were no changes in the Company’s internal control over financial reporting

identified in management’s evaluation pursuant to Rule 13a-15and 15d-15 of the Exchange Act that occurred during the fourth quarter

of the fiscal year ended December 27, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s

internal control over financial reporting.

Other Information

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The directors and executive officers of the Company and their ages as of December 28, 2024, are as follows:

Name Age Position

Peter Tassiopoulos 56 Director and Chief Executive Officer

Tony Isaac 70 Director and President

Ron Pitters 58 Director

Nael Hajjar 40 Director

John Bitar 50 Director

Vay Tham 51 Chief Revenue Officer

Johnson 64 Chief Financial Officer

Peter Tassiopoulos has been our Chief Executive Officer since August 2024.

Tassiopoulos has over 30 years of leadership experience across healthcare, finance, and technology sectors.

From April 4, 2022, until his appointment as our Chief Executive Officer, Mr.

Tassiopoulos served as an independent mergers and acquisitions (M&A) consultant, consulting for various companies.

During that time, he restructured in excess of $150 million in debt and facilitated a $35 million asset purchase for a Canadian public company.

Prior to that, from March 2013 through December 1, 2014, Peter served as the Chief Executive Officer of Sphere 3D Corp.

ANY), and then, from December 1, 2014 until November 14, 2018, as its President, and, from November 14, 2018 to April 2022, as its Chief Executive Officer again.

He also served as one of its directors from March 2014 through April 4, 2022.

Tassiopoulos has successfully completed over $1 billion in M&A, divestitures, and financing transactions throughout his career.

He has led teams in executing complex transactions with a focus on mergers and acquisitions, capital market strategies, and strategic relationships.

His industry experience spans cryptocurrency, technology, IT, healthcare, and gaming.

directors and executive officers of the Company and their ages as of December 27, 2025, are as follows:

Chief Executive Officer, Director and President

Adel Elmessiry, Ph.D.

Witkoff has been the Chairman of our Board since August 2025.

He is a Co-founder and Chief Executive Officer of World Liberty

Financial, Inc.

(“WLFI”), where he has been instrumental in building the USD1 stablecoin.

Witkoff has served as President

of Witkoff Capital, a privately-held, global family office and investment firm headquartered in Miami, since January 2020.

graduated magna cum laude from the University of Miami’s Herbert Business School and earned his Bachelor of Business Administration

with a focus on finance and economics.

We believe that Mr.

Tassiopoulos brings a wealth of experience in finance, mergers and acquisitions and strategic planning to our Board.

Tony Isaac has been one of our directors since May 2015, served as our President since May 2015, and served as our Chief Executive Officer from May 2016 until August 2024;

he also became our Corporate Secretary in 2021.

Witkoff brings to our Board significant business experience, especially with

respect to cryptocurrency and the current direction of the Company.

Isaac has been one of our directors since May 2015, served as our President since May 2015, and served as our Chief Executive

Officer from May 2016 until August 2024 and as our acting Chief Executive Officer from November 21, 2025;

he also became our Corporate

Secretary in 2021.

He served as our Interim Chief Executive Officer from February 2016 until May 2016.

Isaac has served as Financial Planning and Strategist/Economist of Live Ventures Incorporated (“Live Ventures”) (Nasdaq:

LIVE), a holding company for diversified businesses, since July 2012.

Isaac has served as Financial

Planning and Strategist/Economist of Live Ventures Incorporated (“Live Ventures”) (Nasdaq:LIVE), a holding company for diversified

businesses, since July 2012.

He is the Chairman and Co-Founder of Isaac Organization, a privately held investment company.

Isaac has invested in various companies, both private and public from 1980 to present.

Isaac’s specialty is negotiation and problem-solving of complex real estate and business transactions.

has invested in various companies, both private and public from 1980 to present.

Isaac’s specialty is negotiation and problem-solving

of complex real estate and business transactions.

Isaac has served as a director of Live Ventures since December 2011.

Isaac graduated from Ottawa University in 1981, where he majored in Commerce and Business Administration and Economics.

graduated from Ottawa University in 1981, where he majored in Commerce and Business Administration and Economics.

We believe that Mr.

Isaac brings to our Board significant investment and financial expertise and public board experience.

has been one of our directors since May 2015.

Butler is the owner of an advisory firm that provides real estate, corporate, and financial advisory services since 1999, and is the co-Founder, Managing Director, and, since 2005, a major stockholder of Ref-Razzer Company, a whistle manufacturing and vending company.

Prior to this, Mr.

Butler was the Co-Founder and Executive Vice President of Aspen Healthcare, Inc.

from 1996 to 1999.

From 1993 to 1996, Mr.

Butler was a Managing Director at Landmark Financial and from 1989 to 1993 he was a Partner at Cal Ventures Real Estate Investment Group.

Prior to this, Mr.

Butler also served as the President and Chief Executive Officer of Mt.

Whitney Savings Bank, Chief Executive Officer of First Federal Mortgage Bank, Chief Executive Officer of Trafalgar Mortgage, and Executive Officer and Member of the President’s Advisory Committee at State Savings & Loan Association (peak assets $14 billion) and American Savings & Loan Association (NYSE:

peak assets $34 billion).

Butler has served on the Board of Directors of Live Ventures Incorporated (“Live Ventures”) (Nasdaq:

LIVE) since August 2006.

Butler attended Bowling Green University in Ohio, San Joaquin Delta College in California, and Southern Oregon State College.

We believe that Mr.

Butler brings to our Board extensive experience in financial management and executive roles, which enable him to provide important expertise in financial, operating, and strategic matters that impact our Company.

Ron Pitters has been one of our directors since November 2024.

Until January 2025, Ron held executive leadership positions with Axos Financial, Inc.

for 11 years, including President and Chief Operating Officer of Axos Digital Assets,

LLC, Business Unit Leader and Chief Operating Officer of Axos Securities, LLC, and President and Chief Operating Officer of Axos Business Center, Inc.

(Philippines).

Prior to his service with Axos Bank, Mr.

Pitters founded and was managing director of MindAlign, LLC.

He also has served as the Head of Technology & Transformation (Global Markets & Risk) for OCBC Singapore;

Group CIO at the Commercial Bank of Qatar;

Business Unit CIO for ABN AMRO Global Markets in Chicago, London, Amsterdam;

and Head of Trading (FX/Futures Arbitrage) for ABN AMRO Global Markets.

He also currently is an independent director of Cozera, Inc.

Ron is an accomplished C-level executive, with over 20 years of experience generating and delivering revenue opportunities, and working in business and corporate development, regulatory compliance, credit and risk management, strategy and architecture and delivery management and has held varying leadership roles, including technology, management consulting, business turnarounds, corporate transformations, and start-ups.

His most recent accomplishments include successful start-ups in the captive offshore space, self-direct trading, and digital assets business.

Pitters has completed business turnarounds of a securities clearing firm and a digital robo-advisory business.

We believe that Mr.

Pitters brings to our Board a broad range of experience that will prove invaluable as we continue to expand our fintech operations.

Nael Hajjar has been one of our directors since August 2018.

Hajjar is currently the Unit Head for the Annual Wholesale Trade Survey in Statistics Canada’s Manufacturing and Wholesale Trade Division.

From March 2011 through May 2016, Mr.

Hajjar was a Senior Analyst — Economist of Statistics Canada’s Producer Prices Division, where he developed Canada’s first ever Investment Banking Services Price Index while leading the development of a variety of Financial Services Price Index development projects.

Folkman has been one of our directors since August 2025.

Folkman is a Co-founder of WLFI and has served as a director since

its inception in September 2024.

From 2019 to the present, Mr.

Folkman has served as Managing Director of Axiom Management Group.

Folkman graduated from New York Law School in 2010 and has been involved in the digital asset space since 2016.

We believe that Mr.

Hajjar brings to our Board extensive experience in research and analysis of financial statistics, economics, and business practices in a variety of industries, including manufacturing, logging, Wholesale Trade, and financial services.

brings to our Board significant business experience, especially with respect to cryptocurrency and the current direction of the Company.

Hajjar has been one of our directors since August 2018.

Hajjar is an economist, data analyst, and certified Project Management

Professional, with extensive experience in public opinion research, information management, and national accounting.

He was previously

the Unit Head for the Annual Wholesale Trade Survey in Statistics Canada’s Manufacturing and Wholesale Trade Division.

2011 through May 2016, Mr.

Hajjar was a Senior Analyst — Economist of Statistics Canada’s Producer Prices Division, where

he developed Canada’s first ever Investment Banking Services Price Index while leading the development of a variety of Financial

Services Price Index development projects.

Hajjar holds a Bachelor of Social Science, Honors in Economics (2006), and Bachelor of

Commerce, Option in Finance (2008), both from the University of Ottawa.

We believe that Mr.

Hajjar also has extensive experience in project management, and he holds a Bachelor of Social Science, Honors in Economics (which he earned in 2006), and Bachelor of Commerce, Option in Finance (which he earned in 2008), both from the University of Ottawa.

John Bitar has been one of our directors since January 2020.

Hajjar brings to our Board extensive experience

in research and analysis of financial statistics, economics, and business practices in a variety of industries, including manufacturing,

logging, Wholesale Trade, and financial services.

Bitar has been one of our directors since January 2020.

Since 2012, Mr.

Bitar has been providing consulting services to companies and clients on business and legal strategies, management, operations, and cost controls.

Bitar has been providing consulting services to companies

and clients on business and legal strategies, management, operations, and cost controls.

From 2007 to 2012, Mr.

Bitar co-founded and was Managing Partner of a worker’s compensation law firm.

Bitar co-founded and

was Managing Partner of a worker’s compensation law firm.

Bitar has been an attorney admitted to the California State Bar since

Bitar graduated from the University of Southern California in 1996 and earned his Juris Doctorate Degree in 1999 from University of the Pacific, McGeorge School of Law.

We believe that Mr.

Bitar brings to our Board significant business experience and brings operational expertise.

Vay Tham was appointed our Chief Revenue Officer in June 2024.

Prior to joining ALT5, from 2018 to 2024, Mr.

Tham was Managing Director and Head of Technology Investment Banking for PI Financial Corporation, where he was responsible for investment banking and merger and acquisition execution.

Prior to joining PI Financial Corporation, Mr.

Tham provided strategic leadership for companies such as Forge First Asset Management, Cormark Securities, Waterfall Investments, and National Bank Financial.

Tham has in excess of 20 years of experience in the areas of investment banking, raising capital, launching start ups, and executing mergers and acquisitions.

Bitar graduated from the University of Southern California in 1996 and earned his Juris Doctorate Degree in 1999 from University

of the Pacific, McGeorge School of Law.

We believe that Mr.

Tham’s significant experience in raising capital and investment management will be invaluable as we develop and grow our fintech operations.

Johnson was appointed our Chief Financial Officer on August 21, 2017.

Johnson had previously served us as a consultant beginning in February 2017.

Johnson served as Chief Financial Officer for Live Ventures (Nasdaq:

LIVE) between January 3, 2017 and September 21, 2021.

Prior to joining Live Ventures, Mr.

Johnson was Sr.

Director of Revenue for JDA Software from February 2010 to April 2016, where he was responsible for revenue recognition determination, sales and contract support while acting as a subject matter expert.

Prior to joining JDA, Mr.

Johnson provided leadership and strategic direction while serving in C-Level executive roles in public and privately held companies such as Cultural Experiences Abroad, Inc., Fender Musical Instruments Corp., Triumph Group, Inc., Unitech Industries, Inc.

and Younger Brothers Group, Inc.

Johnson’s more than 30 years of experience is primarily in the areas of process improvement, complex debt financings, SEC and financial reporting, turn-arounds, corporate restructuring, global finance, merger and acquisitions and returning companies to profitability and enhancing stockholder value.

Johnson holds a Bachelor’s degree in Accountancy from Arizona State University which he earned in 1982, and holds a CPA license in "Retired" status in the State of Arizona.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s officers and directors, and persons who own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the SEC.

Such officers, directors and 10% stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on its review of copies of such forms received by it, or written representations from certain reporting persons, the Company believes that, during the fiscal year ended December 28, 2024, all of its officers, directors and 10% stockholders complied with all Section 16(a) timely filing requirements.

Code of Ethics

Our Audit Committee has adopted a code of ethics applicable to our directors and officers (including our Chief Executive Officer, President, and Chief Financial Officer) and other of our senior executives and employees in accordance with applicable rules and regulations of the SEC and Nasdaq.

A copy of the code of ethics may be obtained upon request, without charge, by addressing a request to Corporate Secretary, ALT5 Sigma Corporation, 325 E.

Warm Springs Road, Suite 102, Las Vegas, Nevada 89119.

The code of ethics is also posted on our website at www.alt5sigma.com under “Investors — Governance — Governance Documents.”

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding the amendment to, or waiver from, a provision of the code of ethics by posting such information on our website at the address and location specified above and, to the extent required by the listing standards of the Nasdaq Capital Market, by filing a Current Report on Form 8-K with the SEC disclosing such information.

Audit Committee

The Audit Committee (the “Audit Committee”) of our Board is comprised entirely of non-employee directors.

In fiscal 2024, the members of our Audit Committee were Mr.

Butler (Chair), and Mr.

Each of Messrs.

Bitar, Butler, and Hajjar was an “independent” director as defined under Nasdaq rules.

Our Audit Committee is responsible for selecting and approving our independent auditors, for relations with the independent auditors, for review of internal auditing functions (whether formal or informal) and internal controls, and for review of financial reporting policies to assure full disclosure of financial condition.

Our Audit Committee operates under a written charter adopted by our Board, which is posted on our website at www.alt5sigma.com under the caption “Investors — Governance — Governance Documents.” The Board has determined that Mr.

Butler is an “audit committee financial expert” as defined in SEC rules.

Compensation Committee

The Compensation Committee (the “Compensation Committee”) of our Board is comprised entirely of non-employee directors.

In fiscal 2024, the members of our Compensation Committee were Mr.

Hajjar and Mr.

Butler (Chair), each of whom was also an “independent” director as defined under Nasdaq rules.

Our Compensation Committee is responsible for review and approval of officer salaries and other compensation and benefits programs and determination of officer bonuses.

Annual compensation for our executive officers, other than our Chief Executive Officer, is recommended by our Chief Executive Officer and approved by our Compensation Committee.

The annual compensation for our Chief Executive Officer is recommended by our Compensation Committee and formally approved by our full Board.

Bitar brings to our Board significant business experience and brings operational

Adel Elmessiry, Ph.D.

has been one of our directors since January of 2026.

Since August of 2020, when he co-founded AlphaFin,

a financial technology company focused on decentralized and blockchain-powered financial systems, Dr.

Elmessiry has served as its President

and Chief Technology Officer.

From August of 2020 to March of 2021, he also served as its Chief Executive Officer, where, in all of those

roles, he helped establish the company’s strategic and technical foundations.

Since January 2025, Dr.

Elmessiry has also served

as Technical Co-Founder of Lussa, a technology venture based in the Nashville area.

In addition, since January 2024, he has served as

a Board Member of the Nashville Entrepreneur Center, a nonprofit organization supporting startup and entrepreneurial development.

Elmessiry is the Founder of WebDBTech, a technology architecture and development firm, a role he has held continuously since 2000, providing

advisory and development services across Web3, enterprise software, and data-driven systems.

From June 2016 to October 2020, Dr.

served as Chief Technology Officer of Utilize Health, where he led technology strategy, product development, cybersecurity initiatives,

and HIPAA-compliant system architecture.

His earlier executive experience includes serving as Associate Vice President at HealthTrust

Purchasing Group from November 2014 to April 2016, following the acquisition of InVivoLink, where he had served as Chief Technology Officer.

Elmessiry holds a Ph.D.

in Computer Science and a Master’s degree in Computer Engineering from North Carolina State University.

We believe Dr.

Elmessiry’s experience in technology leadership, fintech, blockchain systems, and governance, together with his

service on nonprofit and advisory boards, provides him with qualifications to serve as a director.

Stanley has been one of our directors since January 2026.

Stanley brings more than three decades of senior executive leadership,

public-company board experience, and strategic oversight across technology, healthcare, gaming, travel, and enterprise software industries.

Stanley is the Founder and Managing Partner of Tekexecs LLC, an advisory and investment firm he founded in 2009.

In 2016 he founded

Carepoynt, LLC, a healthcare and wellness CRM and rewards platform, where, until 2025, he served as Chairman and Chief Executive Officer.

Previously, Mr.

Stanley served as Senior Vice President of Enterprise Strategy, Innovation, and Industries at Salesforce, Inc.

from 2010-2014,

where he led enterprise strategy, innovation initiatives, and CXO advisory programs supporting large-scale global customers and materially

contributing to significant enterprise revenue growth.

Prior to Salesforce, he served as Senior Vice President of Innovation, Gaming,

and Technology at Caesars Entertainment, Inc., where he led technology, CRM, and innovation functions and played a key role in the company’s

public-company operations and subsequent $30 billion privatization transaction.

Earlier in his career, Mr.

Stanley was a founding executive

at JetBlue Airways Corporation, served in senior roles at Intel Corporation and Kimberly-Clark Corporation, and began his career as an

officer in the United States Air Force.

Stanley has extensive public-company board experience, having served on the boards of Support.com,

(NASDAQ:SPRT) from 2016 to 2017 and Multimedia Games Holding Company (NASDAQ:

MGAM) from 2010 to 2013, where he was a member of

the audit committee and other key committees.

He has also served as a director, advisor, or investor to numerous private and venture-backed

companies across the technology, healthcare, and fintech sectors.

Stanley holds an MBA in International Business and Management of

Technology from the Thunderbird School of Global Management at Arizona State University and a Bachelor of Science in Engineering from

the University of Washington.

He has completed the Board of Directors College at Stanford University Law School and the Innovation, Entrepreneurship,

and Business Development Executive Program at the Stanford University Graduate School of Business and has served as Course Creator, Lecturer,

and Speaker for the MBA/Executive Education/Innovation Program at the University of California, Irvine’s Merage School of Business,

among other institutions.

We believe Mr.

Stanley is qualified to serve as a director and as Chair of the Audit Committee due to his extensive

public-company board experience, operational leadership at large-scale enterprises, familiarity with financial reporting and internal

controls, and background overseeing complex technology-driven organizations.

Section 16(a) Reports

16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s officers and directors, and persons who own more

than 10% of a registered class of the Company’s equity securities, to file reports of ownership on Form 3 and changes in ownership

on Form 4 or Form 5 with the SEC.

Such officers, directors and 10% stockholders are also required by SEC rules to furnish the Company

with copies of all Section 16(a) forms they file.

solely on its review of copies of such forms received by it, or written representations from certain reporting persons, the Company believes

that, during the fiscal year ended December 27, 2025, all of its officers, directors and 10% stockholders complied with all Section 16(a)

timely filing requirements.

Audit Committee has adopted a code of ethics applicable to our directors and officers (including our Chief Executive Officer, President,

and Chief Financial Officer) and other of our senior executives and employees in accordance with applicable rules and regulations of

Nasdaq and the SEC.

A copy of the code of ethics may be obtained upon request, without charge, by addressing a request to Corporate Secretary,

ALT5 Sigma Corporation, 8548 Rozita Lee Avenue, Suite 305, Las Vegas, Nevada 89113.

The code of ethics is also posted on our website

at https://www.alt5sigma.com under “Investors — Governance — Governance Documents.”

intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding any amendment to, or waiver from, a provision of the

code of ethics by posting such information on our website at the address and location specified above and, to the extent required by

the listing standards of The Nasdaq Capital Market, by filing a Current Report on Form 8-K with the SEC disclosing such information

Audit Committee (our “Audit Committee”) of our Board is comprised entirely of non-employee directors.

During fiscal 2025,

the members of our Audit Committee included Messrs.

Butler (Chair), Bitar, and Hajjar.

Following Mr.

Butler’s passing and subsequent

Board changes, Mr.

David Danziger served as Chair of the Audit Committee from July 2025 until his resignation in November 2025.

the date of this Annual Report, the Audit Committee consists of Messrs.

Stanley (chair), Bitar, and Hajjar.

Each individual who served

on the Audit Committee was an “independent” director as defined under Nasdaq rules during his service on that Committee.

Our Audit Committee is responsible for selecting and approving our independent auditors, for relations with the independent auditors,

for review of internal auditing functions (whether formal or informal) and internal controls, and for review of financial reporting policies

to assure full disclosure of financial condition.

Our Audit Committee operates under a written charter adopted by our Board, which is

posted on our website at ir.alt5sigma.com/Governance-Documents .

December 3, 2025, the Company received a notice from Nasdaq, notifying the Company that, as a result of the resignation of certain directors,

the Company was not in compliance with the requirements under Nasdaq Listing Rule 5605 (the “ Corporate Governance Requirements ”),

specifically Nasdaq Listing Rule 5605(c), which requires, among other things, that the Company have an Audit Committee that has at least

three members, each of whom must (i) be an independent, (ii) meet the criteria for independence set forth in Rule 10A-3(b)(1) under the

Exchange Act, (iii) not have participated in the preparation of the financial statements of the Company or any current subsidiary of

the Company at any time during the past three years, and (iv) be able to read and understand fundamental financial statements.

Additionally,

the Corporate Governance Requirements provide that at least one member of the Audit Committee must have had past employment experience

in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which

results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial

officer or other senior officer with financial oversight responsibilities.

accordance with the Corporate Governance Requirements, the Company is entitled to a cure period to regain compliance, which cure period

would have expired at the earlier of its next annual meeting of stockholders (February 27, 2026) or November 25, 2026.

The Company’s appointment

of Tim Stanley as a director and to the Audit Committee in January 2026 resulted in the Company regaining compliance with such Nasdaq

Compensation Committee (our “Compensation Committee”) of our Board is comprised entirely of non-employee directors.

fiscal 2025, the members of our Compensation Committee included Messrs.

Butler (Chair) and Hajjar.

Following Mr.

Butler’s passing,

the Compensation Committee consisted of Messrs.

Hajjar and Bitar and, for a portion of the year, Mr.

Each such member was an

“independent” director as defined under Nasdaq rules.

Our Compensation Committee is responsible for review and approval of

officer salaries and other compensation and benefits programs and determination of officer bonuses.

Annual compensation for our executive

officers, other than our Chief Executive Officer, is recommended by our Chief Executive Officer and approved by our Compensation Committee.

The annual compensation for our Chief Executive Officer is recommended by our Compensation Committee and formally approved by our full

Our Compensation Committee may approve grants of equity awards under our stock compensation plans.

Our Compensation Committee operates under a written charter adopted by our Board in March 2011, which is posted on our website at www.alt5sigma.com under the caption “Investors — Governance — Governance Documents.”

In the performance of its duties, our Compensation Committee may select independent compensation consultants to advise the committee when appropriate.

No compensation consultant played a role in the executive officer and director compensation for fiscal 2024.

Our Compensation Committee

operates under a written charter adopted by our Board in March 2011, which is posted on our website at ir.alt5sigma.com/Governance-Documents .

the performance of its duties, our Compensation Committee may select independent compensation consultants to advise the committee when

No compensation consultant played a role in the executive officer and director compensation for fiscal 2024 or fiscal 2025.

In addition, our Compensation Committee may delegate authority to subcommittees where appropriate.

Our Compensation Committee may separately meet with management if deemed necessary and appropriate.

Governance Committee

The Nominating and Corporate Governance Committee (our “Governance Committee”) is comprised entirely of non-employee directors.

In fiscal 2024, the members of our Governance Committee were Mr.

Butler and Mr.

Bitar, each of whom was also an “independent” director as defined under Nasdaq rules.

Our Compensation Committee may separately

meet with management if deemed necessary and appropriate.

Nominating and Corporate Governance Committee (our “Governance Committee”) is comprised entirely of non-employee directors.

During fiscal 2025, the members of our Governance Committee included Messrs.

Butler and Bitar and, for a portion of the year, Mr.

Following Mr.

Butler’s passing and Mr.

Danziger’s resignation, the Governance Committee consists of Messrs.

Bitar and Hajjar.

The primary purpose of our Governance Committee is to ensure an appropriate and effective role for our Board in our governance.

The principal recurring duties and responsibilities of our Governance Committee include (i) making recommendations to our Board regarding the size and composition of our Board, (ii) identifying and recommending to our Board candidates for election as directors, (iii) reviewing our Board’s committee structure, composition and membership and recommending to our Board candidates for appointment as members of our Board’s standing committees, (iv) reviewing and recommending to our Board corporate governance policies and procedures, (v) reviewing our Code of Business Ethics and Conduct and compliance therewith,

and (vi) ensuring that emergency succession planning occurs for the positions of Chief Executive Officer, other key management positions, our Board chairperson and Board members.

Our Governance Committee operates under a written charter adopted by our Board, which is posted on our website at www.alt5sigma.com under the caption “Investors — Governance — Governance Documents.”

Our Governance Committee will consider director candidates recommended by stockholders.

The criteria applied by our Governance Committee in the selection of director candidates is the same whether the candidate was recommended by a Board member, an executive officer, a stockholder, or a third party, and accordingly, our Governance Committee has not deemed it necessary to adopt a formal policy regarding consideration of candidates recommended by stockholders.

Stockholders wishing to recommend candidates for Board membership should submit the recommendations in writing to our Secretary.

Our Governance Committee identifies director candidates primarily by considering recommendations made by directors, management, and stockholders.

Our Governance Committee also has the authority to retain third parties to identify and evaluate director candidates and to approve any associated fees or expenses.

Board candidates are evaluated on the basis of a number of factors, including the candidate’s background, skills, judgment, diversity, experience with companies of comparable complexity and size, the interplay of the candidate’s experience with the experience of other Board members, the candidate’s independence or lack of independence, and the candidate’s qualifications for committee membership.

Our Governance Committee does not assign any particular weighting or priority to any of these factors and considers each director candidate in the context of the current needs of our Board as a whole.

Director candidates recommended by stockholders are evaluated in the same manner as candidates recommended by other persons.

The principal

recurring duties and responsibilities of our Governance Committee include (i) making recommendations to our Board regarding the size

and composition of our Board, (ii) identifying and recommending to our Board candidates for election as directors, (iii) reviewing our

Board’s committee structure, composition, and membership and recommending to our Board candidates for appointment as members of

our Board’s standing committees, (iv) reviewing and recommending to our Board corporate governance policies and procedures, (v)

reviewing our Code of Business Ethics and Conduct and compliance therewith, and (vi) ensuring that emergency succession planning occurs

for the positions of Chief Executive Officer, other key management positions, our Board chairperson and Board members.

Our Governance

Committee operates under a written charter adopted by our Board, which is posted on our website at ir.alt5sigma.com/Governance-Documents .

Governance Committee will consider director candidates recommended by stockholders.

The criteria applied by our Governance Committee

in the selection of director candidates is the same whether the candidate was recommended by a Board member, an executive officer, a

stockholder, or a third party, and, accordingly, our Governance Committee has not deemed it necessary to adopt a formal policy regarding

consideration of candidates recommended by stockholders.

Stockholders wishing to recommend candidates for Board membership should submit

the recommendations in writing to our Secretary.

Governance Committee identifies director candidates primarily by considering recommendations made by directors, management, and stockholders.

Our Governance Committee also has the authority to retain third parties to identify and evaluate director candidates and to approve any

associated fees or expenses.

Board candidates are evaluated on the basis of a number of factors, including the candidate’s background,

skills, judgment, diversity, experience with companies of comparable complexity and size, the interplay of the candidate’s experience

with the experience of other Board members, the candidate’s independence or lack of independence, and the candidate’s qualifications

for committee membership.

Our Governance Committee does not assign any particular weighting or priority to any of these factors and considers

each director candidate in the context of the current needs of our Board as a whole.

Director candidates recommended by stockholders

are evaluated in the same manner as candidates recommended by other persons.

EXECUTIVE COMPENSATION

The following table sets forth the cash and non-cash compensation for fiscal years ended December 28, 2024 and December 30, 2023, earned by each person who served as Chief Executive Officer during fiscal 2024, and our other most highly compensated executive officer who held office as of December 28, 2024 (“named executive officers”):

Summary Compensation Table

Name and Principal Position Year Salary ($) Bonus ($) Stock Award ($) (1)

Option Award ($) All Other Compensation ($) (2)

following table sets forth the cash and non-cash compensation for fiscal years ended December 27, 2025 and December 28, 2024, earned

by each person who served as Chief Executive Officer during fiscal 2025, and our other most highly compensated executive officer who

held office as of December 27, 2025 (“named executive officers”):

Compensation Table

Name and Principal

Other Compensation ($) (2)

Peter Tassiopoulos (1)(2)(3)

1 unchanged sentence

Tony Isaac (4)(5)

President and Secretary 2023 617,709 — 200,000 — — 817,709

Johnson 2024 87,692 — — — — 87,692

Chief Executive Officer and President

Chief Financial Officer

______________________________________________________

(1) On August 28, 2024, as an inducement grant, the Compensation Committee granted Mr.

Tassiopoulos 400,000 restricted stock units, which vested immediately.

August 28, 2024, as an inducement grant, the Compensation Committee granted

Tassiopoulos 400,000 RSUs, which vested immediately.

The per-share pricing of the underlying shares of our Common Stock was $2.32.

(2) In lieu of a salary, Mr.

Tassiopoulos was paid a consulting fee for the period beginning on August 28, 2024 and ending on December 28, 2024.

Tassiopoulos was not employed by us in 2023, nor was he a consultant to us in that fiscal year.

Outstanding Equity Awards at December 28, 2024

The following table provides a summary of stock options outstanding for our Named Executive Officers at December 28, 2024:

Name Number of Securities Underlying Unexercised Options (in shares) exercisable Number of Securities Underlying Unexercised Options (in shares) unexercisable Option Exercise Price ($) Option Expiration Date

lieu of a salary, Mr.

Tassiopoulos was paid a consulting fee for the period beginning on

August 28, 2024 and ending on December 28, 2024.

connection with a Separation Agreement and Mutual Release of Claims, Mr.

Tassiopoulos ceased

being our Chief Executive Officer effective December 15, 2025.

August 19, 2024, the Compensation Committee granted Mr.

Isaac 106,000 RSUs, which

vested immediately.

The per-share pricing of the underlying shares of our Common Stock was $2.92.

On September 28, 2024, the Compensation

Committee granted Mr.

Isaac 244,000 RSUs, which vested immediately.

The per-share pricing of the underlying shares of our Common Stock

On November 15, 2024, the Compensation Committee granted Mr.

Isaac 350,000 RSUs, which vested immediately.

The per-share pricing

of the underlying shares of our Common Stock was $2.12.

Johnson resigned as our Chief Financial Officer, effective August 12, 2025.

Equity Awards at December 27, 2025

following table provides a summary of stock options outstanding for our Named Executive Officers at December 27, 2025:

of Securities Underlying Unexercised Options (in shares) exercisable

of Securities Underlying Unexercised Options (in shares) unexercisable

Exercise Price ($)

Expiration Date

Peter Tassiopoulos

Tony Isaac 2,000 — $ 9.90 5/18/2025

Johnson — — $ — —

Additionally, during the year ended December 28, 2024, the Company granted $928,000 in restricted stock units, or 400,000 in underlying shares of the Company's common stock, to Mr.

Tassiopoulos, which were immediately vested.

As of December 28, 2024, Mr.

Tassiopoulos’ restricted stock units were outstanding.

Equity Incentive Plans

We use stock options, restricted stock awards, and restricted stock units to attract and retain executives, directors, consultants, and key employees.

Stock options are currently outstanding under the 2011 Plan and the 2016 Plan, and restricted stock units are outstanding under the 2023 Plan.

Our 2024 Equity Incentive Plan (the “ 2024 Plan” ) was adopted by our Board in November 2024 and approved by the stockholders at the 2024 Annual Meeting of stockholders.

Under the 2024 Plan, the maximum aggregate number of shares that may be subject to or delivered under Awards granted under the Plan is two million (2,800,000) shares.

Awards may be in the form of a Stock Award, Option, Stock Appreciation Right, Stock Unit, or Other Stock-based Award granted in accordance with the terms of the respective Plan.

Our 2023 Equity Incentive Plan (the “ 2023 Plan ”) was adopted by our Board in August 2023 and approved by the stockholders at the 2023 Annual Meeting of stockholders.

Under the 2023 Plan, the maximum aggregate number of shares that may be subject to or delivered under Awards granted under the Plan is two million (2,000,000) shares.

Awards may be in the form of a Stock Award, Option, Stock Appreciation Right, Stock Unit, or Other Stock-based Award granted in accordance with the terms of the respective Plan.

Our 2016 Stock Compensation Plan (the “ 2016 Plan ”) was adopted by our Board in October 2016 and approved by the stockholders at the 2016 Annual Meeting of Stockholders.

Under the Plan, we reserved an aggregate of 400,000 shares of our Common Stock for option grants.

Our 2011 Stock Compensation Plan (the “ 2011 Plan ”) was adopted by our Board in March 2011 and approved by our stockholders at the 2011 Annual Meeting of Stockholders.

The 2011 Plan expired on December 29, 2016, but options granted under the 2011 Plan before it expired will continue to be exercisable in accordance with their terms.

As of December 28, 2024 , options to purchase an aggregate of up to 114,000 shares of our Common Stock were outstanding, including options to purchase an aggregate of up to 100,000 shares of our Common Stock under the 2016 Plan and options to purchase an aggregate of up to 14,000 shares of our Common Stock under the 2011 Plan.

As of December 28, 2024 , 1.7 million in restricted stock units, or 1.3 million underlying shares of our Common Stock, were outstanding.

The Plans are administered by our Compensation Committee or our full Board, acting as the Committee .

Compensation of Non-Employee Directors

We use a combination of cash and share-based incentive compensation to attract and retain qualified candidates to serve on our Board.

In setting director compensation, we consider the significant amount of time that directors expend fulfilling their duties to the Company, as well as the skill level that we require of members of our Board.

The table below presents cash and non-cash compensation paid to non-employee directors during the 2024 fiscal year.

Non-Management Director Compensation for Fiscal Year Ended December 28, 2024

Name Fees Earned or Paid in Cash ($) Option Awards ($) Stock Award ($) (1)

All Other Compensation ($) Total ($)

All options are fully vested.

As of May 18, 2025, Mr.

Isaac’s 2,000 stock options were unexercised and expired of their own terms.

Incentive Plans

use stock options, restricted stock awards, and restricted stock units to attract and retain executives, directors, consultants, and

key employees.

Stock options are currently outstanding under the 2011 Plan and the 2016 Plan, and restricted stock units are outstanding

under the 2023 Plan.

Our 2024 Equity Incentive Plan (the “ 2024 Plan” ) was adopted by our Board in November 2024 and

approved by the stockholders at the 2024 Annual Meeting of stockholders.

Under the 2024 Plan, the maximum aggregate number of shares

that may be subject to or delivered under Awards granted under the Plan is 2.8 million shares of our Common Stock.

Awards may be in the form

of a Stock Award, Option, Stock Appreciation Right, Stock Unit, or Other Stock-based Award granted in accordance with the terms of the

respective Plan.

Our 2023 Equity Incentive Plan (the “ 2023 Plan ”) was adopted by our Board in August 2023 and approved

by the stockholders at the 2023 Annual Meeting of stockholders.

Under the 2023 Plan, the maximum aggregate number of shares that may

be subject to or delivered under Awards granted under the Plan is two million (2,000,000) shares.

Awards may be in the form of a Stock

Award, Option, Stock Appreciation Right, Stock Unit, or Other Stock-based Award granted in accordance with the terms of the respective

Our 2016 Stock Compensation Plan (the “ 2016 Plan ”) was adopted by our Board in October 2016 and approved by

the stockholders at the 2016 Annual Meeting of Stockholders.

Under the Plan, we reserved an aggregate of 400,000 shares of our Common

Stock for option grants.

Our 2011 Stock Compensation Plan (the “ 2011 Plan ”) was adopted by our Board in March 2011

and approved by our stockholders at the 2011 Annual Meeting of Stockholders.

The 2011 Plan expired on December 29, 2016, but options

granted under the 2011 Plan before it expired will continue to be exercisable in accordance with their terms.

As of December 27, 2025,

options to purchase an aggregate of up to 20,000 shares of our Common Stock were outstanding under the 2016 Plan.

As of December 27,

2025, 1.7 million in RSUs, or 1.3 million underlying shares of our Common Stock, were outstanding.

The Plans are administered

by our Compensation Committee or our full Board, acting as the Committee.

of Non-Employee Directors

use a combination of cash and share-based incentive compensation to attract and retain qualified candidates to serve on our Board.

setting director compensation, we consider the significant amount of time that directors expend fulfilling their duties to the Company,

as well as the skill level that we require of members of our Board.

table below presents cash and non-cash compensation paid to non-employee directors during the 2025 fiscal year.

Non-Management

Director Compensation for Fiscal Year Ended December 27, 2025

Earned or Paid in Cash ($)

Other Compensation ($)

John Bitar (1)

30,000 — — 30,000

Nael Hajjar (1)

Ron Pitters — — 100,000 — 100,000

Pitters was granted 50,000 restricted stock units, which vest quarterly with vesting having commenced on December 24, 2024.

The per-share pricing of the underlying shares of our common stock is $2.00.

David Danziger (2)

Zachary Witkoff

Zachary Folkman

Bitar, Butler, Jr., and Hajjar were each granted 10,000 RSUs during the

year ended December 27, 2025, with a grant-date fair value of $93,100.

Danziger was granted 10,000 restricted stock units during the year ended December 27, 2025,

with a grant-date fair value of $78,800.

He resigned from the Board of Directors effective

November 25, 2025.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The following table sets forth as of March 25, 2025 the beneficial ownership of common stock by each of the Company’s directors, each of the named executive officers, and all directors and executive officers of the Company as a group, as well as information about beneficial owners of 5.0% or more of the Company’s voting securities.

Beneficial ownership includes shares that may be acquired in the next 60 days through the exercise of options or warrants.

Beneficial Owner Position with Company Number of Shares Beneficially Owned (1)

Percent of Outstanding Common (2)

Executive Officers & Directors:

Peter Tassiopoulos (3)

Chief Executive Officer and Director 420,000 2.6 %

following table sets forth as of April 9, 2026 the beneficial ownership of Common Stock by each of the Company’s directors,

each of the named executive officers, and all directors and executive officers of the Company as a group, as well as information

about beneficial owners of 5.0% or more of the Company’s voting securities.

with respect to beneficial ownership is based on a review of our corporate and stock transfer records and on Schedules 13G and 13G/A

that have been filed with the SEC by or on behalf of the stockholders listed below.

Except as indicated by the footnotes below, we believe,

based on the information available to us, that the persons named in the table below have sole voting and investment power with respect

to all shares of Common Stock that they beneficially own, subject to applicable community property laws

of beneficial ownership is calculated based on 127,166,254 shares of Common Stock outstanding on April 9, 2026.

determined beneficial ownership in accordance with SEC rules.

In computing the number of shares of Common Stock beneficially owned

by a person and the percentage ownership of that person, we deemed as outstanding shares of Common Stock subject to stock options or

warrants held by that person that are currently exercisable or exercisable within 60 days of April 9, 2026.

We did not deem these

shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

Except otherwise indicated

in the footnotes below, the address of each beneficial owner listed in the table is ALT5 Sigma Corporation, 8548 Rozita Lee Avenue,

Suite 305, Las Vegas, Nevada 89113.

of Shares Beneficially Owned

of Total Voting Power (1)

Executive Officers &

Tony Isaac (2)

Acting Chief Executive Officer,

President and Secretary

Chief Financial Officer

Vay Tham Chief Revenue Officer — *

Director 18,000 *

Ron Pitters (6)

Director 50,000 *

John Bitar Director 2,000 *

Nael Hajjar Director — *

All Executive Officers and Directors as a group (8 persons):

752,000 4.4 %

______________________________________________________

* Indicates ownership of less than 1% of the outstanding shares

(1) Unless otherwise noted, each person or group identified possesses sole voting and investment power with respect to such shares.

(2) Applicable percentage of ownership is based on 16,370,647 shares of common stock outstanding, plus issuances pending at our transfer agent as of March 25, 2025, plus, for each stockholder, all shares that such stockholder could acquire within 60 days of March 25, 2025 , upon the exercise of existing stock options and warrants or conversion of existing convertible securities .

(3) Includes 20,000 shares of the Company's common stock and 400,000 Restricted Stock Units (“RSUs”).

The address for Mr.

Tassiopoulos is 325 E.

Warm Springs Road, Suite 102, Las Vegas, Nevada 89119.

(4) Includes shares that could be purchased within 60 days of March 25, 2025 , upon the exercise of existing stock options or warrants, as follows:

Isaac, 2,000 shares and Mr.

Butler, 4,000 shares.

The address for each individual is 325 E.

Warm Springs Road Suite 102, Las Vegas, Nevada 89119 .

(5) Includes 3,000 shares of the Company's common stock and 13,000 RSUs.

The address for Mr.

Johnson is 325 E.

Warm Springs Road, Suite 102, Las Vegas, Nevada 89119.

(6) Includes 50,000 RSUs.

The address for Mr.

Pitters is 325 E.

Warm Springs Road, Suite 102, Las Vegas, Nevada 89119.

Beneficial Ownership of Series A-1 Convertible Preferred Stock

The following table sets forth, as of March 25, 2025, the beneficial ownership of Series A-1 Convertible Preferred Stock by each owner of 5% or more of the Company’s Series A-1 Convertible Preferred Stock.

No officers or directors of the Company have beneficial ownership of Series A-1 Convertible Preferred Stock.

There are no options or warrants to purchase shares of Series A-1 Convertible Preferred Stock.

Name of Beneficial Owner Number of Shares Beneficially Owned (1)

Percentage Outstanding Series A Preferred (2)

Greenfield Investments, LTD.

______________________________________________________

(1) Unless otherwise noted, each person or group identified possesses sole voting and investment power with respect to such shares.

(2) Applicable percentage of ownership is based on 23,480 shares of Series A-1 Convertible Preferred Stock outstanding as of March 25, 2025.

(3) The business address for Greenfield with respect to the shares of Series A-1 Preferred Stock is P.O.

Box 926, Regent Village Grace Bay Provenciales, Turks & Caicos Islands, British West Indies.

Beneficial Ownership of Series S Preferred Stock

Name of Beneficial Owner Amount and Nature of Beneficial Ownership (1)

Outstanding Series S Preferred (2)

John Bitar (4)

Nael Hajjar (5)

Zachary Witkoff (6)

Chairman of the Board

Zachary Folkman (7)

Adel Elmessiry, Ph.D.

All Executive Officers and Directors as a group

(8 individuals):

Other 5% Beneficial Owners:

ownership of less than 1% of the outstanding shares

774,792 shares of Voting Preferred Stock ( i.e.

, Series B Preferred Stock, Series I

Preferred Stock, Series Q Preferred Stock, and Series S Preferred Stock).

of 244,000 shares of Common Stock.

not include any of the RSUs that were granted to Mr.

Plumb in connection with his Employment

Agreement, as none of them will vest during the 60-day period after April 9, 2026.

of 12,000 shares of Common Stock.

of 10,000 shares of Common Stock.

Witkoff is one of three members of the Board of Managers of WLF Holdco LLC (“Holdco”),

the sole member of WLFI, who share voting and dispositive power with respect to securities

held of record by WLFI, as nominee.

No individual manager has the individual authority to

vote or dispose of such securities, and each such manager disclaims beneficial ownership

of such securities.

Notwithstanding, WLFI is the record owner of 1,000,000 shares of Common

Stock and the owner of 99,000,000 pre-funded warrants, each for the purchase of one share

of Common Stock, subject to a 4.99% “blocker” of the number of shares of Common

Stock outstanding immediately after giving effect to the issuance of the shares of Common

Stock underlying the pre-funded warrants.

Further, WLFI was granted warrants to purchase

up to 20 million shares of our Common Stock at a purchase price of $7.50 for up to 8 million

shares, $8.25 for up to 4 million shares, $9.00 for up to 4 million shares, and $9.75 for

up to 4 million shares, which warrants are subject to an analogous 4.99% “blocker”.

Folkman is one of three members of the Board of Managers of Holdco, the sole member of WLFI,

who share voting and dispositive power with respect to securities held of record by WLFI,

No individual manager has the individual authority to vote or dispose of such

securities, and each such manager disclaims beneficial ownership of such securities.

Notwithstanding,

WLFI is the record owner of 1,000,000 shares of Common Stock and the owner of 99,000,000

pre-funded warrants, each for the purchase of one share of Common Stock, subject to a 4.99%

“blocker” of the number of shares of Common Stock outstanding immediately after

giving effect to the issuance of the shares of Common Stock underlying the pre-funded warrants.

Further, WLFI was granted warrants to purchase up to 20 million shares of our Common Stock

at a purchase price of $7.50 for up to 8 million shares, $8.25 for up to 4 million shares,

$9.00 for up to 4 million shares, and $9.75 for up to 4 million shares, which warrants are

subject to an analogous 4.99% “blocker”.

solely on the Schedule 13G/A filed with the SEC on February 12, 2026, reporting beneficial

ownership as of December 31, 2025.

CRCM LP has shared voting and dispositive power with respect to 10,941,280 shares of Common Stock;

CRCM LLC has shared voting and dispositive power with respect to 10,941,280 shares of Common Stock;

CRCM Institutional Master Fund (BVI),

has shared voting and dispositive power with respect to 6,770,000 shares of Common Stock;

CRCM B SPV, LP has shared voting and dispositive

power with respect to 3,720,847 shares of Common Stock;

CRCM Fintech Fund, LP has shared voting and dispositive power with respect to

333,153 shares of Common Stock;

Ding has shared voting and dispositive power with respect to 10,941,280 shares of Common Stock.

The principal business address of the Reporting Persons is 475 Sansome Street, Suite 730, San Francisco, California 94111.

Ownership of Series S Preferred Stock

Name of Beneficial

and Nature of Beneficial Ownership (1)

Series S Preferred (2)

Amol Soin, MD

100,000 100 %

(1) Unless otherwise noted, each person or group identified possesses sole voting and investment power with respect to such shares.

(2) Applicable percentage of ownership is based on 100,000 shares of Series S Preferred Stock outstanding as of March 25, 2025.

otherwise noted, each person or group identified possesses sole voting and investment power

with respect to such shares.

(2) Applicable

percentage of ownership is based on 100,000 shares of Series S Preferred Stock outstanding

as of April 9, 2026.

As of this date, Dr.

Soin has not converted any of his shares of Series S Preferred Stock into shares of our Common Stock and is precluded from any such conversions due to certain contractual restrictions and other temporal and FDA restrictions set forth in the Certificate of Designation for the Series S Preferred Stock.

(3) The business address for Dr.

Soin with respect to the shares of Series S Preferred Stock is c/o ALT5 Sigma Corporation, 325 E.

Warm Springs Road, Suite 102, Las Vegas, Nevada 89119.

Under the Amended and Restated Certificate of Designation of our Series S Preferred Stock, Dr.

Soin has not converted any of his shares of Series

S Preferred Stock into shares of our Common Stock and is precluded from any such conversions

due to certain contractual restrictions and other temporal and FDA restrictions set forth

in the Certificate of Designation for the Series S Preferred Stock.

business address for Dr.

Soin with respect to the shares of Series S Preferred Stock is c/o ALT5 Sigma Corporation, 8548 Rozita Lee

Ave, Suite 305, Las Vegas, Nevada 89113.

Under the Amended and Restated Certificate of Designation of our Series S Preferred Stock,

Soin is restricted to a beneficial ownership limit of 4.99% of our then outstanding Common Stock.

Separate from this limitation, as of the Record Date, Dr.

Soin could not convert any shares of his Series S Preferred Stock due to certain contractual restrictions and other temporal and FDA restrictions set forth in the Certificate of Designation for the Series S Preferred Stock.

Separate from such restrictions, as of March 25, 2025, Dr.

Soin could convert his shares of Series S Preferred Stock into 5,769,231 shares of our Common Stock, which would result in his reporting beneficial ownership of 35.2% in the “Percent of Outstanding Common” in the Common Stock chart, above.

Separate from this limitation,

as of the Record Date, Dr.

Soin could not convert any shares of his Series S Preferred Stock due to certain contractual restrictions

and other temporal and FDA restrictions set forth in the Certificate of Designation for the Series S Preferred Stock.

Separate from

such restrictions, as of April 9, 2026, Dr.

Soin could convert his shares of Series S Preferred Stock into 16,265,000 shares of our

Common Stock, which would result in his reporting beneficial ownership of 11.4% in the “Percent of Outstanding Common”

in the Common Stock chart, above.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Review, Approval or Ratification of Transactions with Related Persons

There are no family relationships among any of the directors or executive officers of the Company.

Of the current directors, each of Messrs.

Butler, Pitters, Bitar, and Hajjar is an “independent” director, as defined under the rules of The Nasdaq Stock Market and each has been an independent director since each joined the Board.

In accordance with its charter, the Audit Committee reviews and recommends for approval all related party transactions (as such term is defined for purposes of Item 404 of Regulation S-K).

Approval or Ratification of Transactions with Related Persons

are no family relationships among any of the directors or executive officers of the Company.

During fiscal 2025, the composition of our

Board changed as a result of director departures and appointments, including the passing of Mr.

Richard Butler, the appointment of Mr.

David Danziger in July 2025, and Mr.

Danziger’s resignation in November 2025.

Of the current directors, Messrs.

Bitar, Hajjar,

and Stanley and Dr.

Elmessiry are “independent” directors, as defined under the rules of The Nasdaq Stock Market (“Nasdaq”),

and have each been determined by our Board to satisfy the applicable Nasdaq independence requirements.

a result of the director departures described above and subsequent changes in Board composition, our Board did not consist of a majority

of independent directors as required by Nasdaq Listing Rule 5605(b);

however, due to the recent appointments of Dr.

Elmessiry and Mr.

Stanley, the Company has regained compliance with the Nasdaq majority-independence requirement within the applicable cure period.

accordance with its charter, the Audit Committee reviews and recommends for approval all related party transactions (as such term is

defined for purposes of Item 404 of Regulation S-K).

The Audit Committee participated in the approval of the transactions described above.

Shared Services

Tony Isaac, the Company’s President, is the father of Jon Isaac, President and Chief Executive Officer of Live Ventures and managing member of Isaac Capital Group LLC (“ICG”).

Tony Isaac, President and Richard Butler, Board of Directors member of the Company, are both Board of Directors members of Live Ventures.

The Company also shares certain executive, accounting and legal services with Live Ventures.

The total services shared were approximately $144,000 and approximately $203,000 for fiscal years ending December 28, 2024 and December 30, 2023, respectively.

Connexx rents approximately 9,900 square feet of office space from Live Ventures at its Las Vegas, Nevada office.

Effective August 2023, due to the winding down of operations of the Recycling Subsidiaries, we ceased leasing office space in the Las Vegas, Nevada facility.

The total rent and common area expenses for Connexx at the Las Vegas, Nevada office were approximately $17,000 and approximately $103,000 for fiscal years ending December 28, 2024 and December 30, 2023, respectively.

During Q4 2023, operations of the Recycling Subsidiaries were wound down and, ultimately, ceased.

See Note 4 of the Consolidated Financial Statements.

Consequently, outstanding liabilities for shared rent and services for the Recycling Subsidiaries reverted to the Company.

As such, the Company has recorded a liability in the amount of approximately $258,000, which was offset against the gain on sale of the Recycling Subsidiaries.

Notes with Live Ventures and ICG

On February 7, 2024, the Company entered into a promissory notes with each of Live Ventures and ICG.

The initial principal amount of each note is $300,000, with an interest rate of 10% per annum.

Pursuant to an amendment to each note, $100,000 of principal, and accrued interest thereon, is due on September 7, 2024 for each note, and the balance of each note is due on December 31, 2024.

At the Company’s option, the obligation under each note is convertible after the six-month anniversary thereof at a per-share conversion price of $0.61, subject to standard adjustments for (i) stock dividends and splits, (ii) subsequent rights offerings, and (iii) pro rata distributions.

Isaac, the Company’s President and acting Chief Executive Officer, is the father of Jon Isaac, President and Chief Executive Officer

of Live Ventures and managing member of ICG.

Tony Isaac is a member of the Board of Directors of Live Ventures.

The Company also shares

rent and certain executive, accounting, and legal services with Live Ventures.

In November 2025, Live Ventures relocated its facilities,

and the Company concurrently relocated to the new facility pursuant to its existing sublease arrangement with Live Ventures.

pays $25,000 per month (or approximately half of the rent charged to Live Ventures at its new facility).

Total rent paid and shared-services

costs were approximately $216,000 and $144,000 for fiscal years ending December 27, 2025 and December 28, 2024, respectively.

with Live Ventures and ICG

February 7, 2024, the Company entered into a promissory notes with each of Live Ventures and ICG.

The initial principal amount of each

note is $300,000, with an interest rate of 10% per annum.

Pursuant to an amendment to each note, $100,000 of principal, and accrued interest

thereon, is due on September 7, 2024 for each note, and the balance of each note is due on December 31, 2024.

At the Company’s

option, the obligation under each note is convertible after the six-month anniversary thereof at a per-share conversion price of $0.61,

subject to standard adjustments for (i) stock dividends and splits, (ii) subsequent rights offerings, and (iii) pro rata distributions.

The Company’s board of directors approved the issuance of the two notes on February 7, 2024.

As of December 28, 2024, the principal balances outstanding on each of the promissory notes was $327,000.

Isaac Consulting Agreement

On March 4, 2024, the Company entered into a two-year Consulting Agreement with Jon Isaac, pursuant to which he will provide to the Company (the “Services”):

(i) strategic financial advice, including growth strategies, capital allocation, and financial restructuring;

(ii) sales and business development advice, including for the acquisition of new clients and new products through networking, referrals, and marketing efforts for our prospective products;

(iii) in-depth research and market intelligence on specific industries, sectors, and market trends;

(iv) financial models and financial analysis to support strategic decision-making;

(v) assistance, through site visits, in the preparation of new client offers and bids for proposed projects;

(vi) weekly update calls with management to align on progress of objectives and goals;

(vii) enhanced non-confidential materials;

(viii) business risk management support;

and (ix) other services to which the Company and he may agree that will be memorialized in writing if, when, and as needed during the two-year term.

As compensation for the Services, the Company (i) assigned to him two universal life insurance policies that relate to the life of one of the founders of our now-disposed legacy recycling business (as of March 4, 2024, the first policy had an accumulated value/surrender value of approximately $3,854 and the second had an accumulated value/surrender value of approximately $468);

(ii) agreed to tender to him funds in our Canadian counsel’s trust account in the event that the prospective Order of the Court of Appeal for Ontario Canada in the matter styled, Amtim Capital Inc.

and Appliance Recycling Centers of America , Case No.

COA-23-CV-0156, became the final Order of the Court, which amount we received during the reporting period and tendered to Mr.

Isaac $220,000;

(iii) issued to him 200,000 restricted shares of our

common stock with the per-share value being the average of the Nasdaq Historical NOCP closing price during the five trading days prior to our board approving the Consulting Agreement, which shares were awarded from our 2023 Equity Incentive Plan;

and (iv) issued to him a two-year, straight 10.0% convertible promissory note in the initial principal amount of $500,000, with an interest rate of 10.0% and a per-share conversion price equivalent to the per-share value of the restricted common stock that he was granted ($1.16).

The maturity date of the promissory note is March 4, 2026.

The value of the restricted shares was $232,000 on the date issued.

As of December 28, 2024, the principal balance outstanding on the promissory note was $—.

Short-Term Advances

On April 18, 2024, ICG made a short-term demand advance to the Company in the amount of $100,000.

The advance bears interest at a rate of 10% per annum until repaid.

As of December 28, 2024, the principal amount outstanding was $48,000.

On May 28, 2024 and June 3, 2024, Novalk made short-term demand advances in the amount of $120,000 and $100,000, respectively, to the Company.

May 28, 2024 and June 3, 2024, Novalk made short-term demand advances in the amount of $120,000 and $100,000, respectively, to the Company.

Juan Yunis, an employee of Live Ventures, is the managing member of Novalk.

The advances bears interest at a rate of 10% per annum until repaid.

The advances bears interest at a rate of 10% per annum until

As of December 27, 2025, the principal amount outstanding was $—.

During June 3, 2024, Tony Isaac made a number of short-term demand advances in the aggregate amount of $62,000 to the Company.

The advances bears interest at a rate of 10% per annum until repaid.

As of December 28, 2024, the Company had repaid the advance in full (see Note 20 of the Consolidated Financial Statements).

Sale of Recycling Subsidiaries

On March 9, 2023, the Company entered into a Stock Purchase Agreement (the “Recycling Purchase Agreement”) with VM7 Corporation, a Delaware corporation (“VM7”), under which it agreed to acquire all of the outstanding equity interests of the Recycling Subsidiaries consisting of:

(a) ARCA Recycling, Inc., (b) ARCA Canada, and (c) Connexx.

The principal of VM7 is Virland A.

Johnson, our Chief Financial Officer.

The sale of all of the outstanding equity interests of the Recycling Subsidiaries to VM7 under the Recycling Purchase Agreement was consummated simultaneously with the execution of the Recycling Agreement.

The Company's Board of Directors unanimously approved the Recycling Purchase Agreement and the Disposition Transaction.

The Recycling Purchase Agreement is retroactively effective as of March 1, 2023.

During the fourth quarter of fiscal 2023, VM7 determined that, after expending significant amounts of time and resources, it was unable to obtain sufficient equity or debt financing to continue the operations of the Recycling Subsidiaries.

Accordingly, the Company was advised that the operations of the Recycling Subsidiaries were wound down and, ultimately, ceased.

Because the Company did not receive all of the economic benefits of the Disposition Transaction and understands that it will not receive any future benefits of the Disposition Transaction, the Company determined to fully impair the $5.3 million carrying value of the Disposition Transaction on its balance sheet.

The Company also determined not to exercise any of its remedies under the Recycling Purchase Agreement so that the Company could maintain its focus on its clinical-stage biopharmaceutical activities.

On August 28, 2019, ARCA Recycling entered into and delivered to ICG a secured revolving line of credit promissory note, whereby ICG agreed to provide ARCA Recycling with a $2.5 million revolving credit facility (the “ICG Note”).

Jon Isaac is the manager and sole member of ICG, and the son of Tony Isaac, the President of ALT5 Sigma Corporation and, previously, ARCA Recycling.

ICG is a record and beneficial owner of 13.6% of the outstanding common stock of the Company.

The ICG Note was originally a component of the sale of the Recycling Subsidiaries in March 2023;

however, because of the winding down of operations of the Recycling Subsidiaries during Q4 2023, and because the ICG Note was guaranteed by the Company, it recorded a liability in the amount of approximately $690,000 for the principal balance due on the note, which was offset against the gain on sale of the Recycling Subsidiaries (see Note 4).

Additionally, effective February 2024, the ICG Note was amended to reflect the Company as co-maker on the ICG Note (see Note 20).

The ICG Note matures in March 2026, and bears interest at 8.75% per annum.

Monthly payments on the note are approximately $24,767.

As of December 28, 2024 and December 30, 2023, the balance outstanding was $0 and $706,000, respectively.

Loan Agreement

January 29, 2026, we, through our indirect, wholly-owned subsidiary, ALT5 Digital Holdings, Inc.

(“ ALT5 Digital ” or

the “ Borrower ”), entered into a Master Loan and Security Agreement (the “ Loan Agreement ”) with

Zachary Witkoff, Chairman of our Board, is the Chief Executive Officer and Co-Founder of WLFI, and Zachary Folkman, a member of

our Board, is the Co-Founder of WLFI.

Loan Agreement provides for collateralized loans in the aggregate principal amount of $15 million.

Pursuant to the Loan Agreement, the

loan will accrue interest at a rate of 4.50% per annum, payable annually in advance beginning on the applicable closing date.

The principal

amount and any accrued but unpaid interest under the loan are due on the maturity date, which is 24 months from the closing date of the

initial loan under the Loan Agreement.

The Loan Agreement is a secured, non-recourse facility to the Borrower or us.

As security for

the obligations under the loan, we granted WLFI a security interest in, and transferred legal title and custody of, $WLFI tokens owned

by the Borrower (the “ Collateral ”).

The loan-to-value ratio is 65% of the pledged Collateral, which, for a $15 million

loan, would consist of approximately $23 million in value of free-trading, unrestricted WLFI tokens.

There are no origination, management,

or prepayment fees, although the Borrower is responsible for WLFI’s expenses.

Events of default include, among others, failure

to pay interest when due, failure to satisfy margin top-up requirements after a margin call, breaches of covenants or representations

that remain uncured after notice and certain insolvency events.

Following an event of default, the entirety of the Collateral for the

loan will be forfeited to WLFI.

Loan Agreement includes customary representations, warranties, covenants, risk disclosures relating to digital asset collateral, and

other terms and conditions customary for transactions of this type, including provisions regarding public disclosure, successor and assignment

rights, modification and waiver, notices, and interpretation.

The governing law for the Loan Agreement and related documents (other than

UCC matters) is the law of the State of Delaware, and disputes are subject to binding arbitration administered by the International Centre

for Dispute Resolution seated in Miami, Florida.

January 29, 2026, the Borrower drew down the entire $15 million under the Loan Agreement in one tranche and received net proceeds of

approximately $14.2 million, after prepaying interest and reimbursing WLFI for its expenses.

The intended use of proceeds is to pursue

a stock buyback program as approved by our Board, to purchase $WLFI tokens, and for general corporate purposes.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Each year, the Audit Committee approves the annual audit engagement in advance.

The Audit Committee also has established procedures to pre-approve all non-audit services provided by the Company’s independent registered public accounting firm.

All non-audit services for the fiscal years ended December 28, 2024, and December 30, 2023 that are listed below were pre-approved.

Audit fees include fees for the audit of the Corporation’s consolidated financial statements and interim reviews of the Corporation’s quarterly financial statements, comfort letters, consents and other services related to Securities and Exchange Commission matters.

Audit-Related Fees :

Audit-related fees primarily include fees for certain audits of subsidiaries not required for purposes of WSRP's audit of the Corporation’s consolidated financial statements or for any other statutory or regulatory requirements, and consultations on various other accounting and reporting matters

year, the Audit Committee approves the annual audit engagement in advance.

The Audit Committee also has established procedures to pre-approve

all non-audit services provided by the Company’s independent registered public accounting firm.

All non-audit services for the

fiscal years ended December 27, 2025, and December 28, 2024 that are listed below were pre-approved.

Audit fees include fees for the audit of the Corporation’s consolidated financial statements and interim reviews of the

Corporation’s quarterly financial statements, comfort letters, consents and other services related to Securities and Exchange Commission

Audit-Related

Audit-related fees primarily include fees for certain audits of subsidiaries not required for purposes of Hudgens CPA, PLLC (“Hudgens”) audit

of the Corporation’s consolidated financial statements or for any other statutory or regulatory requirements, and consultations

on various other accounting and reporting matters

This category consists of professional services rendered by our independent auditors for tax compliance.

All Other Fees consist of fees for services other than the services described above.

The following fees were billed to us by our independent registered public accounting firm Hudgens CPA, PLLC (“Hudgens”):

Description December 28, 2024 December 30, 2023

Audit fees $ 104,988 $ 295,508

Other Fees consist of fees for services other than the services described above.

following fees were billed to us by our independent registered public accounting firm Hudgens:

Audit-related Fees

All other fees

Total $ 104,988 $ 295,508

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements, Financial Statement Schedules and Exhibits

Financial Statements

See Index to Financial Statements under Item 8 of this report.

Financial Statement Schedules

See Index to Exhibits

FORM 10-K SUMMARY

(a) Financial

Statements, Financial Statement Schedules and Exhibits

Index to Financial Statements under Item 8 of this report.

Statement Schedules

Index to Exhibits

Exhibit Description Form File

Number Exhibit

Number Filing Date

3.1 Articles of Incorporation of Appliance Recycling Centers of America, Inc.

3.3 3/13/2018

FORM 10-K SUMMARY

Amendment to the Bylaws of ALT5 Sigma Corporation.

Articles of Conversion.

3.1 3/13/2018

Certificate of Amendment to Articles of Incorporation of ALT5 Sigma Corporation, dated October 17, 2025.

Articles of Conversion.

3.2 3/13/2018

Certificate of Correction to Articles of Incorporation.

3.1 6/30/2018

Certificate of Change.

3.1 4/22/2019

Certificate of Correction to Articles of Incorporation of Appliance Recycling Centers of America, Inc.

3.7 6/24/2019

Certificate of Designation of Powers, Preferences, and Rights of Series A-1 Convertible Preferred Stock of Appliance Recycling Centers of America, Inc.

3.8 6/24/2019

3.8(a) Amended and Restated Certificate of Designation of the Preferences, Rights, and Limitations of the Series A-1 Convertible Preferred Stock of JanOne Inc., dated October 1, 2020 .

3.8(b) Second Amendment and Restated Certificate of Designation of the Preferences, Rights, and Limitations of the Series A-1 Convertible Preferred Stock of JanOne Inc., dated April 13, 2021 .

Amended and Restated Certificate of Designation of the Preferences, Rights, and Limitations of the Series A-1 Convertible Preferred Stock of JanOne Inc., dated October 1, 2020.

Second Amendment and Restated Certificate of Designation of the Preferences, Rights, and Limitations of the Series A-1 Convertible Preferred Stock of JanOne Inc., dated April 13, 2021.

Articles of Incorporation of JanOne Inc.

(the Name Change Subsidiary), filed with the Secretary of State of the State of Nevada on September 6, 2019.

3.9 9/13/2019

Certificate of Amendment to Articles of Incorporation, filed with the Secretary of State for the State of Nevada on November 5, 2020.

3.9 11/10/2020

Articles of Merger for JanOne Inc.

into Appliance Recycling Centers of America, Inc., filed with the Secretary of State of the State of Nevada on September 9, 2019, and effective on September 10, 2019.

3.10 9/13/2019

Bylaws of Appliance Recycling Centers of America, Inc.

First Amendment to Bylaws of Appliance Recycling Centers of America, Inc.

3.1 12/31/2018

Certificate of Designation of the Rights, Preferences, and Limitations of Series S Convertible Preferred Stock, filed with the Secretary of State of the State of Nevada on December 28, 2022.

3.14 4/17/2023

Certificate of Merger of Domestic Corporations filed with the Secretary of State of the State of Delaware on May 15, 2024.

3.16 5/21/2024

Certificate of Designation of the Rights, Privileges, Preferences, and Limitations of the Series B Preferred Stock, filed with the Secretary of State of the State of Nevada on May 14, 2024.

3.17 5/21/2024

Certificate of Designation of the Rights, Privileges, Preferences, and Limitations of the Series M Preferred Stock, filed with the Secretary of State of the State of Nevada on May 14, 2024.

3.18 5/21/2024

Articles of Incorporation of ALT5 Sigma Corporation (the Name Change Subsidiary), filed with the Secretary of State for the State of Nevada on July 10, 2024.

3.19 7/17/2024

Articles of Merger for ALT5 Sigma Corporation with and into JanOne Inc., filed with the Secretary of State for the State of Nevada on July 11, 2024, and effective on July 15, 2024.

3.20 7/17/2024

Certificate of Designation of the Rights, Preferences, and Limitations of Series Q Convertible Preferred Stock, filed with the Secretary of State of the State of Nevada on November 8, 2024.

3.21 7/17/2024

Description of Our Securities.

4.1 4/17/2023

Specimen Stock Certificate.

4.2 11/10/2020

Amended Certification of Stock Designation of Series Q Convertible Preferred Stock.

Form of Warrant, dated August 22, 2023.

4.4 8/23/2023

Form of Placement Agent Warrant, dated August 22, 2023.

4.5 8/23/2023

Form of Placement Agent Warrant (filed as Exhibit 4.1).

Form of PIPE Pre-Funded Warrant (filed as Exhibit 4.2).

Amended Certification of Stock Designation of Series B Preferred Stock (filed as Exhibit 4.4).

Amended Certification of Stock Designation of Series I Convertible Preferred Stock (filed as Exhibit 4.5).

Lead Investor Common Stock Warrants (filed as Exhibit 4.6).

Patent and Know How License Agreement dated November 19, 2019, by and among JanOne Inc., and UAB Research Foundation, TheraVasc, Inc., and the Board of Supervisors of Louisiana State University and Agricultural and Mechanical College, acting on behalf of LSU Health Sciences Center at Shreveport.

10.1 11/25/2019

Master Agreement for Development, Manufacturing and Supply Services dated February 5, 2020 by and between JanOne Inc.

and CoreRx Inc.

10.1 2/7/2020

Secured Revolving Line of Credit Promissory Note.

10.1 8/30/2019

Amendment to Secured Line of Credit Promissory Note dated August 25, 2020 between ARCA Recycling, Inc.

and Isaac Capital Group, LLC.

10.2 11/10/2020

Second Amendment and Waiver to Secured Line of Credit Promissory Note dated March 30, 2021 between ARCA Recycling, Inc.

and Isaac Capital Group, LLC.

10.12 3/30/2021

Securities Purchase Agreement dated November 8, 2016, between Energy Efficiency Investments, LLC and the Company.

10.1 11/15/2016

2011 Stock Compensation Plan.

2016 Equity Incentive Plan

10.3 12/31/2016

First Amendment to the JanOne Inc.

2 unchanged sentences

and ARCA Recycling, Inc.

10.2 3/30/2021

Second Amendment and Waiver to Secured Line of Credit Promissory Note dated March 30, 2021 between ARCA Recycling, Inc.

and Isaac Capital Group, LLC.

10.12 3/30/2021

Addendum to Master Equipment Finance Agreement dated as of April 14, 2021 between KLC Financial, LLC and ARCA Recycling, Inc.

10.2 5/17/2021

Third Amendment to Secured Revolving Line of Credit Promissory Note dated March 17, 2022 with Isaac Capital Group, LLC.

10.27 4/17/2023

Asset Purchase Agreement between JanOne Inc.

and SPYR Technologies Inc., dated May 24, 2022.

10.28 5/31/2022

Promissory Note of SPYR Technologies Inc.

in favor of JanOne Inc., dated May 24, 2022.

10.29 5/31/2022

General Credit and Security Agreement, dated as of September 26, 2022, between Gulf Coast Bank and Trust Company and ARCA.

Guaranty to Gulf Coast Bank and Trust by JanOne Inc., dated as of September 21, 2022.

10.93 9/28/2022

Debt Subordination Agreement by Isaac Capital Group, dated as of September 21, 2022.

10.94 9/28/2022

Agreement and Plan of Merger made and entered into as of December 28, 2022, among the registrant, STI Merger Sub Inc., Soin Therapeutics, LLC, and Amol Soin, M.D.

10.95 4/17/2023

Stock Purchase Agreement between JanOne Inc.

and VM7 Corporation, dated as of March 19, 2023 (Filed as Exhibit 10.95)

10.95 3/20/2023

Stock and Membership Interests Pledge Agreement made by VM7 Corporation and Virland Johnson in favor of JanOne Inc., dated March 19, 2023 (Filed as Exhibit 10.96)

10.96 3/20/2023

Form of Securities Purchase Agreement dated March 22, 2023.

10.98 3/24/2023

Form of Securities Purchase Agreement, dated August 18, 2023.

10.99 8/23/2023

Warrant Purchase Agreement by and between JanOne, Inc.

or its assigns and the Investor made effective as of January 12, 2024.

10.100 1/12/2024

Form of Fourth Amendment to Secured Revolving Line of Credit with Isaac Capital Group LLC, dated February 7, 2024.

10.101 2/9/2024

Form of First Amendment to Promissory Note with Live Ventures Incorporated, dated February 7, 2024.

10.102 2/9/2024

Form of Promissory Note in favor of Isaac Capital Group LLC, dated February 7, 2024.

10.103 2/9/2024

Form of Promissory Note in favor of Live Ventures Incorporated, dated February 7, 2024.

10.104 2/9/2024

Form of First Amendment to Agreement and Plan of Merger among the registrant, STI Merger Sub Inc., Soin Therapeutics, LLC, and Amol Soin, M.D., dated January 24, 2024.

10.105 2/28/2024

Form of Promissory Note in favor of Jon Isaac, dated March 4, 2024.

10.106 2/28/2024

Consulting Agreement with Jon Isaac, dated March 4, 2024.

10.107 4/8/2024

Form of Securities Purchase Agreement, dated May 1, 2024.

10.108 5/6/2024

Form of Agreement and Plan of Merger among the issuer, J1 A5 Merger Sub Inc., and Alt 5 Sigma, Inc., dated May 10, 2024.

10.109 5/21/2024

Form of Unit Purchase Agreement for the “Big Debenture” and “Big Warrant,” dated August 20, 2024.

10.110 8/23/2024

Form of Non-Convertible Debenture for the “Big Debenture,” dated August 20, 2024.

10.111 8/23/2024

Form of Common Stock Purchase Warrant for the “Big Warrant,” dated August 20, 2024.

10.112 8/23/2024

Form of Unit Purchase Agreement for the “Small Debenture” and “Small Warrant,” dated August 20, 2024.

10.113 8/23/2024

Form of Non-Convertible Debenture for the “Small Debenture”, dated August 20, 2024.

10.114 8/23/2024

Form of Common Stock Purchase Warrant for the “Small Warrant,” dated August 20, 2024.

10.115 8/23/2024

Employment Agreement, dated August 26, 2024.

10.116 8/30/2024

Form of Asset Purchase and Sale Agreement, dated November 8, 2024.

10.117 11/12/2024

Non-binding Term Sheet between Alyea Technologies Corporation and Soin Bioscience LLC, dated November 19, 2024.

10.118 11/26/2024

10.119 + A sset Purchase an d Sale Agreement with Qoden Te chn ologies LLC, dated November 8, 2024

Asset Purchase and Sale Agreement with Qoden Technologies LLC, dated November 8, 2024.

Form of Securities Purchase Agreement with Mswipe Technologies, Inc., dated May 9, 2025.

Form of a Promissory Note in favor of Dr.

Peter Francis Lue, dated May 9, 2025.

Form of a Common Stock Purchase Warrant, dated May 9, 2025.

Form of a Covenant Against Competition, dated May 9, 2025.

Form of a Promissory Note in favor of Peter Karam, dated May 9, 2025.

Placement Agent Subsequent Agreement, dated December 30, 2025, between ALT5 Sigma Corporation and Keefe, Bruyette & Woods, Inc.

Placement Agent Subsequent Agreement, dated December 26, 2025, between ALT5 Sigma Corporation and A.G.P./Alliance Global Partners.

Form of Registered Offering Securities Purchase Agreement, dated as of August 11, 2025, between ALT5 Sigma Corporation and each Purchaser (as defined therein) [filed as Exhibit 10.1].

Form of Private Placement Securities Purchase Agreement, dated as of August 11, 2025, between ALT5 Sigma Corporation and each Purchaser (as defined therein) [filed as Exhibit 10.2].

RD Placement Agency Agreement, dated August 11, 2025, between ALT5 Sigma Corporation and A.G.P./Alliance Global Partners (filed as Exhibit 10.3).

PIPE Placement Agency Agreement, dated August 11, 2025, between ALT5 Sigma Corporation and A.G.P./Alliance Global Partners (filed as Exhibit 10.4).

Form of Registration Rights Agreement, dated as of August 11, 2025, between ALT5 Sigma Corporation and each Purchaser (as defined therein) [filed as Exhibit 10.5].

Form of Lock-Up Agreement (filed as Exhibit 10.6).

ATM Sales Agreement, dated August 11, 2025 by and between ALT5 Sigma Corporation and A.G.P./Alliance Global Partners (filed as Exhibit 10.8).

Employment agreement, dated January 21, 2026, by and between ALT5 Sigma Corporation and Steven M.

Plumb (filed as Exhibit 10.129).

Loan and Security Agreement, dated January 29, 2026 (filed as Exhibit 10.130).

List of Subsidiaries of the Registrant

23.1 + Consent of Hudgens, LLC, Independent Registered Public Accounting Firm.

Consent of LJ Soldinger Associates, LLC, Independent Registered Accounting Firm

Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101 + The following materials from our Annual Report on Form 10-K for the fiscal year ended December 28, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language):

(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Income, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Shareholders’ Equity, (v) the Notes to Consolidated Financial Statements, and (vi) document and entity information.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Items that are management contracts or compensatory plans or arrangements required to be filed as an exhibit pursuant to Item 14(a)3 of this Form 10-K.

+ Filed herewith.

† Furnished herewith.

[For the exhibits that are being incorporated by reference, we need to say what filings they came from and I don’t know that I see that here.]

× Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv).

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.

March 28, 2025

ALT5 SIGMA CORPORATION

By /s/ Peter Tassiopoulos

Peter Tassiopoulos

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/ Peter Tassiopoulos Chief Executive Officer March 28, 2025

Peter Tassiopoulos

Principal Financial and Accounting Officer

/s/ Virland A.

Johnson Chief Financial Officer March 28, 2025

/s/ Tony Isaac President and Treasurer March 28, 2025

/s/ Richard Butler Director March 28, 2025

Richard Butler

/s/ Ron Pitters

Director March 28, 2025

/s/ John Bitar Director March 28, 2025

/s/ Nael Hajjar Director March 28, 2025

following materials from our Annual Report on Form 10-K for the fiscal year ended December 28, 2024, formatted in iXBRL (Inline eXtensible

Business Reporting Language):

(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive

Income, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Shareholders’ Equity, (v) the

Notes to Consolidated Financial Statements, and (vi) document and entity information.

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

that are management contracts or compensatory plans or arrangements required to be filed as an exhibit pursuant to Item 14(a)3 of

this Form 10-K.

the exhibits that are being incorporated by reference, we need to say what filings they came from and I don’t know that I see

of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv).

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.

SIGMA CORPORATION

Chief Executive Officer, President and Secretary

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.

Executive Officer

Chief Executive Officer, President and Secretary

Financial and Accounting Officer

Financial Officer

Zachary Witkoff

Zachary Folkman

Adel Elmessiry, Ph.D.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures