AI Financial Corp 10-K

ITEM 9A. 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 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. 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. 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. 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. These inherent limitations include the following: 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. Our management assessed the design and effectiveness of our internal control over financial reporting as of December 27, 2025. 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 December 27, 2025. Management noted the following deficiencies that management believes to be material weaknesses: ● The 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. ● The 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. 34 Table of Contents 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. 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. ● The Company improperly recorded an adjustment that duplicated certain fees and overstated revenue. The Company recorded an adjustment to correct the error. ● The Company used an incorrect grant-date fair value in measuring certain equity awards. The amount of the misstatement was not material. ● The 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. 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 27, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. ITEM 9B. Other Information None . ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. 35 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The directors and executive officers of the Company and their ages as of December 27, 2025, are as follows: Name Age Director Since Position Zachary Witkoff 32 2025 Chairman of the Board Tony Isaac 71 2015 Acting Chief Executive Officer, Director and President Zachary Folkman 40 2025 Director Nael Hajjar 41 2018 Director John Bitar 62 2020 Director Dr. Adel Elmessiry, Ph.D. 54 2026 Director Tim Stanley 59 2026 Director Zachary 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. Mr. Witkoff has served as President of Witkoff Capital, a privately-held, global family office and investment firm headquartered in Miami, since January 2020. Mr. Witkoff 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. Witkoff brings to our Board significant business experience, especially with respect to cryptocurrency and the current direction of the Company. 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 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. Mr. 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. Mr. Isaac has invested in various companies, both private and public from 1980 to present. Mr. Isaac’s specialty is negotiation and problem-solving of complex real estate and business transactions. Mr. Isaac has served as a director of Live Ventures since December 2011. Mr. Isaac 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. Zachary Folkman has been one of our directors since August 2025. Mr. 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. Mr. Folkman graduated from New York Law School in 2010 and has been involved in the digital asset space since 2016. We believe that Mr. Folkman brings to our Board significant business experience, especially with respect to cryptocurrency and the current direction of the Company. Nael Hajjar has been one of our directors since August 2018. Mr. 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. 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. Mr. 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 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. 36 Table of Contents John 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. From 2007 to 2012, Mr. Bitar co-founded and was Managing Partner of a worker’s compensation law firm. Mr. Bitar has been an attorney admitted to the California State Bar since 1999. Mr. 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. D r. 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. Dr. 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. Elmessiry 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. Dr. 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. Tim Stanley has been one of our directors since January 2026. Mr. 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. Mr. 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. Mr. Stanley has extensive public-company board experience, having served on the boards of Support.com, Inc. (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. Mr. 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. 37 Table of Contents 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 27, 2025, 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 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.” We 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 The 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. As of 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 . On 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. In 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 requirement. Compensation Committee The Compensation Committee (our “Compensation Committee”) of our Board is comprised entirely of non-employee directors. During 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. Danziger. 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 Board. 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 ir.alt5sigma.com/Governance-Documents . 38 Table of Contents 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 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. During fiscal 2025, the members of our Governance Committee included Messrs. Butler and Bitar and, for a portion of the year, Mr. Danziger. 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 ir.alt5sigma.com/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. 39 Table of Contents ITEM 11. EXECUTIVE COMPENSATION The 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”): Summary Compensation Table Name and Principal Position Year Salary ($) Bonus ($) Stock Award ($) Option Award ($) All Other Compensation ($) (2) Total ($) Peter Tassiopoulos (1)(2)(3) 2025 402,500 — — — 402,500 Former Chief Executive Officer 2024 — — 928,000 140,000 1,068,000 Tony Isaac (4)(5) 2025 316,641 — 1,483,400 — — 1,800,041 Acting Chief Executive Officer and President 2024 450,459 250,000 — — — 700,459 Virland A. Johnson (5) 2025 107,019 — 232,750 — — 339,769 Former Chief Financial Officer 2024 87,692 — — — — 87,692 (1) On August 28, 2024, as an inducement grant, the Compensation Committee granted Mr. 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. (3) In connection with a Separation Agreement and Mutual Release of Claims, Mr. Tassiopoulos ceased being our Chief Executive Officer effective December 15, 2025. (4) On 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 was $1.77. 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 $2.12. (5) Mr. Johnson resigned as our Chief Financial Officer, effective August 12, 2025. 40 Table of Contents Outstanding Equity Awards at December 27, 2025 The following table provides a summary of stock options outstanding for our Named Executive Officers at December 27, 2025: Name Number of Securities Underlying Unexercised Options (in shares) exercisable Number of Securities Underlying Unexercised Options (in shares) unexercisable Option Exercise Price ($) Option Expiration Date Peter Tassiopoulos — — $ — — Tony Isaac 2,000 (1) — $ 9.90 5/18/2025(2) Virland A. Johnson — — $ — — (1) All options are fully vested. (2) As of May 18, 2025, Mr. Isaac’s 2,000 stock options were unexercised and expired of their own terms. 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 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 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 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. 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. 41 Table of Contents The 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 Name Fees Earned or Paid in Cash ($) Option Awards ($) Stock Award ($) All Other Compensation ($) Total ($) John Bitar (1) 16,500 — 93,100 — 109,600 Richard D. Butler, Jr. (1) 15,000 — 93,100 — 108,100 Nael Hajjar (1) 13,200 — 93,100 — 106,300 David Danziger (2) — — 78,800 — 78,800 Zachary Witkoff — — — — — Zachary Folkman — — — — — (1) Messrs. 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. (2) Mr. 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. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS The 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. Information 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 Percentage of beneficial ownership is calculated based on 127,166,254 shares of Common Stock outstanding on April 9, 2026. We have 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. 42 Table of Contents Beneficial Owner Position with Company Number of Shares Beneficially Owned Percent of Shares Beneficially Owned Percent of Total Voting Power (1) Executive Officers & Directors: Tony Isaac (2) Acting Chief Executive Officer, President and Secretary 244,000 * * Steven M. Plumb (3) Chief Financial Officer — * * John Bitar (4) Director 12,000 * * Nael Hajjar (5) Director 10,000 * * Zachary Witkoff (6) Chairman of the Board — * * Zachary Folkman (7) Director — * * Dr. Adel Elmessiry, Ph.D. Director — * * Tim Stanley Director — * * All Executive Officers and Directors as a group (8 individuals): 266,000 * * Other 5% Beneficial Owners: CRCM LP (8) 8,970,883 8.60 % 8.55 % * Indicates ownership of less than 1% of the outstanding shares (1) Includes 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). (2) Consists of 244,000 shares of Common Stock. (3) Does 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. (4) Consists of 12,000 shares of Common Stock. (5) Consists of 10,000 shares of Common Stock. (6) Zachary 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”. (7) Zachary 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, 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”. 43 Table of Contents (8) Based 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), Ltd. 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; and Chun R. 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. Beneficial Ownership of Series S Preferred Stock Name of Beneficial Owner Amount and Nature of Beneficial Ownership (1) Outstanding Series S Preferred (2) Amol Soin, MD (3) 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 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, 8548 Rozita Lee Ave, Suite 305, Las Vegas, Nevada 89113. Under the Amended and Restated Certificate of Designation of our Series S Preferred Stock, Dr. 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 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. ITEM 13. 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. 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. As 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. 44 Table of Contents 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). The Audit Committee participated in the approval of the transactions described above. Shared Services Tony 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. The Company 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. 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. The Company’s board of directors approved the issuance of the two notes on February 7, 2024. Short-Term Advances 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. 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. As of December 27, 2025, the principal amount outstanding was $—. WLFI Loan Agreement On 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 WLFI. 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. The 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. 45 Table of Contents The 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. On 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. ITEM 14. 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 27, 2025, and December 28, 2024 that are listed below were pre-approved. Audit Fees : 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 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 Tax Fees : 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: Description December 27, 2025 December 28, 2024 Audit fees $ 90,489 $ 104,988 Audit-related Fees — — Tax fees — — All other fees — — Total $ 90,489 $ 104,988 46 Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Financial Statements, Financial Statement Schedules and Exhibits 1. Financial Statements See Index to Financial Statements under Item 8 of this report. 2. Financial Statement Schedules None. 3. Exhibits See Index to Exhibits ITEM 16. FORM 10-K SUMMARY None. Index to Exhibits Exhibit No. Exhibit Description Form File Number Exhibit Number Filing Date 3.1 Amendment to the Bylaws of ALT5 Sigma Corporation. 8-K 001-19621 3.1 8/25/2025 3.2 Articles of Conversion. 8-K 001-19621 3.1 3/13/2018 3.22 Certificate of Amendment to Articles of Incorporation of ALT5 Sigma Corporation, dated October 17, 2025. 10-Q 001-19621 3.22 1/12/2026 3.3 Articles of Conversion. 8-K 001-19621 3.2 3/13/2018 3.4 Certificate of Correction to Articles of Incorporation. 10-Q 001-19621 3.1 6/30/2018 3.5 Certificate of Change. 8-K 001-19621 3.1 4/22/2019 3.6 Certificate of Correction to Articles of Incorporation of Appliance Recycling Centers of America, Inc. 8-K 001-19621 3.7 6/24/2019 3.7 Certificate of Designation of Powers, Preferences, and Rights of Series A-1 Convertible Preferred Stock of Appliance Recycling Centers of America, Inc. 8-K 001-19621 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. 8-K 001-19621 3.8(a) 10/2/2020 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. 8-K 001-19621 3.8(b) 4/16/2021 3.9 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. 8-K 001-19621 3.9 9/13/2019 3.10 Certificate of Amendment to Articles of Incorporation, filed with the Secretary of State for the State of Nevada on November 5, 2020. 10-Q 001-19621 3.9 11/10/2020 3.11 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. 8-K 001-19621 3.10 9/13/2019 3.12 Bylaws of Appliance Recycling Centers of America, Inc. 8-K 001-19621 3.4 3/13/2018 3.13 First Amendment to Bylaws of Appliance Recycling Centers of America, Inc. 8-K 001-19621 3.1 12/31/2018 3.14 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. 10-K 001-19621 3.14 4/17/2023 47 Table of Contents 3.16 Certificate of Merger of Domestic Corporations filed with the Secretary of State of the State of Delaware on May 15, 2024. 8-K 001-19621 3.16 5/21/2024 3.17 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. 8-K 001-19621 3.17 5/21/2024 3.18 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. 8-K 001-19621 3.18 5/21/2024 3.19 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. 8-K 001-19621 3.19 7/17/2024 3.20 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. 8-K 001-19621 3.20 7/17/2024 3.21 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. 8-K 001-19621 3.21 7/17/2024 4.1 Description of Our Securities. 10-K 001-19621 4.1 4/17/2023 4.2 Specimen Stock Certificate. 10-Q 001-19621 4.2 11/10/2020 4.3 Amended Certification of Stock Designation of Series Q Convertible Preferred Stock. 8-K 001-19621 4.3 8/11/2025 4.4 Form of Warrant, dated August 22, 2023. 8-K 001-19621 4.4 8/23/2023 4.5 Form of Placement Agent Warrant, dated August 22, 2023. 8-K 001-19621 4.5 8/23/2023 4.6 Form of Placement Agent Warrant (filed as Exhibit 4.1). 8-K 001-19621 4.1 8/11/2025 4.7 Form of PIPE Pre-Funded Warrant (filed as Exhibit 4.2). 8-K 001-19621 4.2 8/11/2025 4.8 Amended Certification of Stock Designation of Series B Preferred Stock (filed as Exhibit 4.4). 8-K 001-19621 4.4 8/11/2025 4.9 Amended Certification of Stock Designation of Series I Convertible Preferred Stock (filed as Exhibit 4.5). 8-K 001-19621 4.5 8/11/2025 4.10 Lead Investor Common Stock Warrants (filed as Exhibit 4.6). 8-K 001-19621 4.6 8/11/2025 48 Table of Contents 10.1 × 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. 8-K 001-19621 10.1 11/25/2019 10.2 × Master Agreement for Development, Manufacturing and Supply Services dated February 5, 2020 by and between JanOne Inc. and CoreRx Inc. 8-K 001-19621 10.1 2/7/2020 10.10 Secured Revolving Line of Credit Promissory Note. 8-K 001-19621 10.1 8/30/2019 10.11 Amendment to Secured Line of Credit Promissory Note dated August 25, 2020 between ARCA Recycling, Inc. and Isaac Capital Group, LLC. 10-Q 001-19621 10.2 11/10/2020 10.12 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-K 001-19621 10.12 3/30/2021 10.13 Securities Purchase Agreement dated November 8, 2016, between Energy Efficiency Investments, LLC and the Company. 10-Q 001-19621 10.1 11/15/2016 10.17 * 2011 Stock Compensation Plan. DEF 14A 001-19621 3/31/2011 10.18 * 2016 Equity Incentive Plan 10-K 001-19621 10.3 12/31/2016 10.19 * First Amendment to the JanOne Inc. 2016 Equity Incentive Plan. DEF 14A 001-19621 10/2/2020 10.20 *× Master Equipment Finance Agreement dated as of March 25, 2021 between KLC Financial, Inc. and ARCA Recycling, Inc. 10-K 001-19621 10.2 3/30/2021 10.22 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-K 001-19621 10.12 3/30/2021 10.24 Addendum to Master Equipment Finance Agreement dated as of April 14, 2021 between KLC Financial, LLC and ARCA Recycling, Inc. 10-Q 001-19621 10.2 5/17/2021 10.27 Third Amendment to Secured Revolving Line of Credit Promissory Note dated March 17, 2022 with Isaac Capital Group, LLC. 10-K 001-19621 10.27 4/17/2023 10.28 Asset Purchase Agreement between JanOne Inc. and SPYR Technologies Inc., dated May 24, 2022. 8-K 001-19621 10.28 5/31/2022 10.29 Promissory Note of SPYR Technologies Inc. in favor of JanOne Inc., dated May 24, 2022. 8-K 001-19621 10.29 5/31/2022 10.92 General Credit and Security Agreement, dated as of September 26, 2022, between Gulf Coast Bank and Trust Company and ARCA. 8-K 001-19621 10/92 9/28/2022 10.93 Guaranty to Gulf Coast Bank and Trust by JanOne Inc., dated as of September 21, 2022. 8-K 001-19621 10.93 9/28/2022 49 Table of Contents 10.94 Debt Subordination Agreement by Isaac Capital Group, dated as of September 21, 2022. 8-K 001-19621 10.94 9/28/2022 10.95 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-K 001-19621 10.95 4/17/2023 10.96 Stock Purchase Agreement between JanOne Inc. and VM7 Corporation, dated as of March 19, 2023 (Filed as Exhibit 10.95) 8-K 001-19621 10.95 3/20/2023 10.97 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) 8-K 001-19621 10.96 3/20/2023 10.98 Form of Securities Purchase Agreement dated March 22, 2023. 8-K 001-19621 10.98 3/24/2023 10.99 Form of Securities Purchase Agreement, dated August 18, 2023. 8-K 001-19621 10.99 8/23/2023 10.100 Warrant Purchase Agreement by and between JanOne, Inc. or its assigns and the Investor made effective as of January 12, 2024. 8-K 001-19621 10.100 1/12/2024 10.101 Form of Fourth Amendment to Secured Revolving Line of Credit with Isaac Capital Group LLC, dated February 7, 2024. 8-K 001-19621 10.101 2/9/2024 10.102 Form of First Amendment to Promissory Note with Live Ventures Incorporated, dated February 7, 2024. 8-K 001-19621 10.102 2/9/2024 10.103 Form of Promissory Note in favor of Isaac Capital Group LLC, dated February 7, 2024. 8-K 001-19621 10.103 2/9/2024 10.104 Form of Promissory Note in favor of Live Ventures Incorporated, dated February 7, 2024. 8-K 001-19621 10.104 2/9/2024 10.105 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. 8-K 001-19621 10.105 2/28/2024 10.106 Form of Promissory Note in favor of Jon Isaac, dated March 4, 2024. 8-K 001-19621 10.106 2/28/2024 10.107 Consulting Agreement with Jon Isaac, dated March 4, 2024. 10-K 001-19621 10.107 4/8/2024 10.108 Form of Securities Purchase Agreement, dated May 1, 2024. 8-K 001-19621 10.108 5/6/2024 10.109 Form of Agreement and Plan of Merger among the issuer, J1 A5 Merger Sub Inc., and Alt 5 Sigma, Inc., dated May 10, 2024. 8-K 001-19621 10.109 5/21/2024 10.110 Form of Unit Purchase Agreement for the “Big Debenture” and “Big Warrant,” dated August 20, 2024. 8-K 001-19621 10.110 8/23/2024 50 Table of Contents 10.111 Form of Non-Convertible Debenture for the “Big Debenture,” dated August 20, 2024. 8-K 001-19621 10.111 8/23/2024 10.112 Form of Common Stock Purchase Warrant for the “Big Warrant,” dated August 20, 2024. 8-K 001-19621 10.112 8/23/2024 10.113 Form of Unit Purchase Agreement for the “Small Debenture” and “Small Warrant,” dated August 20, 2024. 8-K 001-19621 10.113 8/23/2024 10.114 Form of Non-Convertible Debenture for the “Small Debenture”, dated August 20, 2024. 8-K 001-19621 10.114 8/23/2024 10.115 Form of Common Stock Purchase Warrant for the “Small Warrant,” dated August 20, 2024. 8-K 001-19621 10.115 8/23/2024 10.116 Employment Agreement, dated August 26, 2024. 8-K 001-19621 10.116 8/30/2024 10.117 Form of Asset Purchase and Sale Agreement, dated November 8, 2024. 10-Q 001-19621 10.117 11/12/2024 10.118 Non-binding Term Sheet between Alyea Technologies Corporation and Soin Bioscience LLC, dated November 19, 2024. 8-K 001-19621 10.118 11/26/2024 10.119 Asset Purchase and Sale Agreement with Qoden Technologies LLC, dated November 8, 2024. 10-K 001-19621 10.119 3/28/2025 10.120 Form of Securities Purchase Agreement with Mswipe Technologies, Inc., dated May 9, 2025. 10-Q 001-19621 10.120 5/13/2025 10.121 Form of a Promissory Note in favor of Dr. Peter Francis Lue, dated May 9, 2025. 10-Q 001-19621 10.121 5/13/2025 10.122 Form of a Common Stock Purchase Warrant, dated May 9, 2025. 10-Q 001-19621 10.122 5/13/2025 10.123 Form of a Common Stock Purchase Warrant, dated May 9, 2025. 10-Q 001-19621 10.123 5/13/2025 10.124 Form of a Common Stock Purchase Warrant, dated May 9, 2025. 10-Q 001-19621 10.124 5/13/2025 10.125 Form of a Covenant Against Competition, dated May 9, 2025. 10-Q 001-19621 10.125 5/13/2025 10.126 Form of a Promissory Note in favor of Peter Karam, dated May 9, 2025. 10-Q 001-19621 10.126 5/13/2025 10.127 Placement Agent Subsequent Agreement, dated December 30, 2025, between ALT5 Sigma Corporation and Keefe, Bruyette & Woods, Inc. 10-K 001-19621 10.127 1/12/2026 51 Table of Contents 10.128 Placement Agent Subsequent Agreement, dated December 26, 2025, between ALT5 Sigma Corporation and A.G.P./Alliance Global Partners. 10-K 001-19621 10.128 1/12/2026 10.129 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]. 8-K 001-19621 10.1 8/11/2025 10.130 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]. 8-K 001-19621 10.2 8/11/2025 10.131 RD Placement Agency Agreement, dated August 11, 2025, between ALT5 Sigma Corporation and A.G.P./Alliance Global Partners (filed as Exhibit 10.3). 8-K 001-19621 10.3 8/11/2025 10.132 PIPE Placement Agency Agreement, dated August 11, 2025, between ALT5 Sigma Corporation and A.G.P./Alliance Global Partners (filed as Exhibit 10.4). 8-K 001-19621 10.4 8/11/2025 10.133 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]. 8-K 001-19621 10.5 8/11/2025 10.134 Form of Lock-Up Agreement (filed as Exhibit 10.6). 8-K 001-19621 10.6 8/11/2025 10.135 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). 8-K 001-19621 10.8 8/11/2025 10.136 Employment agreement, dated January 21, 2026, by and between ALT5 Sigma Corporation and Steven M. Plumb (filed as Exhibit 10.129). 8-K 001-19621 10.129 1/27/2026 10.137 Master Loan and Security Agreement, dated January 29, 2026 (filed as Exhibit 10.130). 8-K 001-19621 10.130 2/2/2026 21.1 + List of Subsidiaries of the Registrant 23.1 + Consent of LJ Soldinger Associates, LLC, Independent Registered Accounting Firm 31.1 + Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 + Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 † Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 † Certification by Chief Financial Officer pursuant to 18 U.S.C. 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). 52 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on our behalf by the undersigned, thereunto duly authorized. April 10, 2026 ALT5 SIGMA CORPORATION (Registrant) By /s/ Tony Isaac Tony Isaac Acting Chief Executive Officer, President and Secretary Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date Principal Executive Officer /s/ Tony Isaac Acting Chief Executive Officer, President and Secretary April 10, 2026 Tony Isaac Principal Financial and Accounting Officer /s/ Steven M. Plumb Chief Financial Officer April 10, 2026 Steven M. Plumb Directors /s/ Zachary Witkoff Chairman of the Board April 10, 2026 Zachary Witkoff /s/ Zachary Folkman Director April 10, 2026 Zachary Folkman /s/ Dr. Adel Elmessiry, Ph.D. Director April 10, 2026 Dr. Adel Elmessiry, Ph.D. /s/ John Bitar Director April 10, 2026 John Bitar /s/ Nael Hajjar Director April 10, 2026 Nael Hajjar /s/ Tim Stanley Director April 10, 2026 Tim Stanley 53