AI Financial Corp 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 27 , 2025 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 000-19621 ALT5 SIGMA CORPORATION (Exact name of registrant as specified in its charter) Nevada 41-1454591 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 8548 Rozita Lee Avenue , Suite 305 , Las Vegas , Nevada 89113 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: 800 - 400-2247 Securities registered pursuant to Section 12(b) of the Act: Common Stock, $0.001 par value ALTS Nasdaq Capital Market Title of each class Trading Symbol(s) Name of each exchange on which registered Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. ☐ Yes ☒ No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If any emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No The aggregate market value of the registrant’s common stock held by non-affiliates, based on the closing sales price of such stock on June 27, 2025 was approximately $ 160.6 million. The number of shares outstanding of the registrant’s common stock as of April 9, 2026 was 127,166,254 . TABLE OF CONTENTS Page Introductory Statement 3 PART IV Item 15. Exhibits and Financial Statement Schedules 4 Index to Exhibits 4 Signatures 5 2 Table of Contents INTRODUCTORY STATEMENT ALT5 Sigma Corporation is filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 27, 2025 for the purpose of filing its Compensation Recoupment (Clawback) Policy, as Exhibit 97.1. Other than the filing of this replacement exhibit and the dating of this Amendment, there are no changes to that Annual Report. 3 Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Financial Statements, Financial Statement Schedules and Exhibits 3. Exhibits See Index to Exhibits Index to Exhibits Exhibit No. Description 97.1+ Compensation Recoupment (Clawback) Policy. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). + Filed herewith. 4 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 28, 2026 ALT5 Sigma Corporation (Registrant) By /s/ Tony Isaac Tony Isaac Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date Principal Executive Officer /s/ Tony Isaac Chief Executive Officer and Director April 28, 2026 Tony Isaac Principal Financial and Accounting Officer /s/ Steven M. Plumb Chief Financial Officer April 28, 2026 Steven M. Plumb Directors /s/ Zachary Witkoff Chairman of the Board April 28, 2026 Zachary Witkoff /s/ Zachary Folkman Director April 28, 2026 Zachary Folkman /s/ Dr. Adel Elmissiry, Ph.D Director April 28, 2026 Dr. Adel Elmissiry, Ph.D /s/ John Bitar Director April 28, 2026 John Bitar /s/ Nael Hajjar Director April 28, 2026 Nael Hajjar /s/ Tim Stanley Director April 28, 2026 Tim Stanley 5