What changed in this filing

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Item 9A. Controls and Procedures

2025-03-28 compared with 2024-04-08 · 303 added, 235 removed, 303 unchanged (64% of the section changed)

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We expect to conclude these remediation initiatives during the fiscal year ended December 27, 2025.

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.

Management notes that the following material weaknesses, as reported in our 10-K for the fiscal year ended December 31, 2022, have been remediated due to the sale of the Recycling Subsidiaries, as detailed in Note 4 of the Notes to the Consolidated Financial Statements above:

• Insufficient information technology general controls;

• Insufficient assessment of the impact of potentially significant transactions;

• Insufficient processes and procedures related to proper recordkeeping of agreements and contracts

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.

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Changes in Internal Control Over Financial Reporting.

Except for the remediation of the material weaknesses previously described, there were no changes in the Company’s internal control over financial reporting during the fiscal year ended December 30, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s 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.

Other Information

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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

Tony Isaac 70 President and Chief Executive Officer

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.

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.

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.

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.

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.

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.

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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.

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

Tony Isaac has been one of our directors since May 2015 and our Chief Executive Officer since May 2016;

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 (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.

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.

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.

We believe that Mr.

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

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.

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

Johnson served as Chief Financial Officer for Live Ventures between January 3, 2017 and September 21, 2021.

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.

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.

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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.

In January 2024, Mr.

Johnson filed for protection under Chapter 7 of the U.S.

Bankruptcy Code.

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

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

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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, JanOne Inc., 325 E.

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.janone.com under “Investors — Governance — Governance Documents.”

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.

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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.janone.com under the caption “Investors — Governance — Governance Documents.” The Board has determined that Mr.

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.

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

Compensation and Benefits Committee

Compensation Committee

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

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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.janone.com under the caption “Investors — Governance — Governance Documents.”

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.

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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.janone.com under the caption “Investors — Governance — Governance Documents.”

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.

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Summary Compensation Table

Name and Principal Position (1)

Year Salary ($) Bonus ($) Stock Award ($) Option Award ($) All Other Compensation ($) Total ($)

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

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

Peter Tassiopoulos 2024 — — 928,000 140,000 1,068,000

Chief Executive Officer 2023 — — — — — —

Tony Isaac 2024 692,592 250,000 — — — 942,592

President, Chief Executive Officer, and Secretary 2022 550,324 75,000 — — — 625,324

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

Johnson 2024 87,692 — — — — 87,692

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(1) The Company only had two executive officers as of December 30, 2023.

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

Tassiopoulos 400,000 restricted stock units, 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

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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 — $ 9.90 5/18/2025

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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.

Isaac, and $125,000 in restricted stock units, or 329,294 in underlying shares of the Company's common stock to Mr.

Johnson, both tranches of which were immediately vested.

As of December 30, 2023, both Mr.

Isaac's and Mr.

Johnson's restricted stock units were outstanding.

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.

As of December 30, 2023, stock options are outstanding under the 2011 Plan and the 2016 Plan, and restricted stock units are outstanding under the 2023 Plan.

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

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.

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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 30, 2023, $345,000 in restricted stock units, or 908,852 underlying shares of our Common Stock, were outstanding.

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 .

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

Name Fees Earned or Paid in Cash ($) Option Awards ($) All Other Compensation ($) Total ($)

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

All Other Compensation ($) Total ($)

John Bitar 18,000 — — 18,000

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Nael Hajjar 14,400 — — 14,400

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.

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

The following table sets forth as of April 8, 2024 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.

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.

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Executive Officers & Directors:

Peter Tassiopoulos (3)

Chief Executive Officer and Director 420,000 2.6 %

Tony Isaac (4)

President, Chief Executive Officer, and Secretary 94,000 1.1 %

Johnson Chief Financial Officer — *

President and Secretary 246,000 1.5 %

Chief Financial Officer 16,000 *

Vay Tham Chief Revenue Officer — *

Director 18,000 *

Ron Pitters (6)

Director 50,000 *

John Bitar Director 2,000 *

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752,000 4.4 %

Other 5% Stockholders (5) :

Michael Bigger (4)

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* 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 8,593,636 shares of common stock outstanding as of March 22, 2024, plus, for each stockholder, all shares that such stockholder could purchase within 60 days upon the exercise of existing stock options.

(3) Includes shares that could be purchased within 60 days upon the exercise of existing stock options, as follows:

(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.

All directors and executive officers as a group could purchase 6,000 shares.

The address for each individual is 325 E.

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

Bigger beneficially owned 361,000 shares of common stock.

The business address for Mr.

Bigger with respect to the shares of common stock is 2250 Red Springs Drive, Las Vegas, Nevada 89135.

(5) For two persons, who own shares of our Series A-1 Convertible Preferred Stock and Series S Convertible Preferred Stock, each of whom has a conversion limitation of 4.99%, see respective tables, below.

(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 April 8, 2024, 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.

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.

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(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 137,730 shares of Series A-1 Convertible Preferred Stock outstanding as of April 8, 2024.

(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.

Under its Series A-1 Preferred Stock agreement, Greenfield is restricted to a beneficial ownership limit of 4.99% of our outstanding Common Stock.

As a result of this restriction, as of the Record Date, Greenfield could only convert 22,567 shares of Series A-1 Preferred Stock into 451,345 shares of our Common Stock.

If converted in full, Greenfield would own 2,754,600 shares of our Common Stock, which would result in its reporting beneficial ownership of 24.3% in the “Percent of Outstanding Common” in the Common Stock chart, above.

Beneficial Ownership of Series S Preferred Stock

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(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 8, 2024.

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

As of this date, Dr.

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(3) The business address for Dr.

Soin with respect to the shares of Series S Preferred Stock is c/o JanOne Inc., 325 E.

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.

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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 8, 2024, Dr.

Soin could convert certain of his shares of Series S Preferred Stock into 451,345 shares of our Common Stock.

If fully converted, Dr.

Soin would own 18,072,289 shares of Common Stock, which would result in his reporting beneficial ownership of 67.8% in the “Percent of Outstanding Common” in the Common Stock chart, above.

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.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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Of the current directors, each of Messrs.

Butler, 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.

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).

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

Related Party Transactions

Tony Isaac, the Company’s Chief Executive Officer, 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, Chief Executive Officer and Richard Butler, Board of Directors member of the Company, are both Board of Directors members of Live Ventures.

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

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.

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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.

Related Party Note

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”).

See Note 6 of the Consolidated Financial Statements.

Jon Isaac is the manager and sole member of ICG, and the son of Tony Isaac, the Chief Executive Officer of JanOne 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 is 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 of the Consolidated Financial Statements.

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

See Note 22 of the Consolidated Financial Statements.

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

Monthly payments on the ICG Note are approximately $24,767.

As of December 30, 2023, the balance outstanding was approximately $706,000.

ARCA Recycling Purchasing Agreement

On April 5, 2022, ARCA Recycling entered into a Purchasing Agreement with Live Ventures.

Pursuant to the Purchasing Agreement, Live Ventures agrees to purchase inventory from time to time for ARCA Recycling, as set forth in submitted purchase orders.

The inventory is owned by Live Ventures until which time payment by ARCA Recycling is received.

All purchases made by ARCA Recycling shall be paid back to Live Ventures in full, plus an additional five percent surcharge or broker-type fee.

The term of the Purchasing Agreement is one year, and automatically renews if not terminated by either party, as provided for in the Purchasing Agreement.

The liability for the Purchasing Agreement 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 Purchasing Agreement is guaranteed by the Company, it recorded a liability in the amount of approximately $692,000 for the principal balance due on the Purchasing Agreement, which was offset against the gain on sale of the Recycling Subsidiaries.

See Note 4 of the Consolidated Financial Statements.

As of the years ended December 30, 2023 and December 31, 2022, the amount due to Live Ventures was approximately $692,000 and $624,000, respectively.

Recycling Subsidiaries Disposition

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.

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.

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 28, 2024, the principal amount outstanding was $110,000.

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, (b) ARCA Canada, and (c) Connexx.

(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 Purchase Agreement.

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

The economic aspects of the Disposition Transaction are:

(i) the Company reduced the liabilities on its consolidated balance sheets by approximately $17.6 million, excluding those related to the California Business Fee and Tax Division;

(ii) the Company will receive not less than $24.0 million in aggregate monthly payments from VM7, which payments are subject to potential increase due to the Recycling Subsidiaries’ future performance;

and (iii) during the next five years, the Company may request that VM7 prepay aggregate monthly payments in the aggregate amount of $1 million.

The Company also received one thousand dollars for the equity of each of the Recycling Subsidiaries at the closing.

Each monthly payment is to be the greater of (a) $140,000 (or $100,000 for each January and February during the 15-year payment period) or (b) a monthly percentage-based payment, which is an amount calculated as follows:

(i) 5% of the Recycling Subsidiaries’ aggregate gross revenues up to $2,000,000 for the relevant month, plus (ii) 4% of the Recycling Subsidiaries’ aggregate gross revenues between $2,000,000 and $3,000,000 for the relevant month, plus (iii) 3% of the Recycling

Subsidiaries aggregate gross revenues over $3,000,000 for the relevant month.

VM7 will receive credit toward the payment of the first monthly payment (March of 2023) for any payments, distributions, or cash dividends paid by any of the Recycling Subsidiaries to the Company on or after March 19, 2023.

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 impair the $5.3 million carrying value of the Disposition Transaction fully on its balance sheet.

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

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.

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.

PRINCIPAL ACCOUNTING FEES AND SERVICES

1 unchanged sentence

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 31, 2022, and January 1, 2022 that are listed below were pre-approved.

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.

3 unchanged sentences

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 firms, Frazier & Deeter, LLC (“Frazier & Deeter”) and Hudgens CPA, PLLC (“Hudgens”) and for 2023, and WSRP, LLC (“WSRP”) and Frazier & Deeter for 2022.

Frazier & Deeter was appointed as our auditor on February 7, 2023 and served in such capacity until June 26, 2023:

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

1 unchanged sentence

Audit-related Fees — —

Tax fees — 40,800

All other fees — —

8 unchanged sentences

Index to Exhibits

2.1 Agreement and Plan of Merger dated August 18, 2017, between the Company, Appliance Recycling Acquisition Corp., GeoTraq Inc., and the stockholders of GeoTraq Inc.

[filed as Exhibit 10.9 to the Company’s Form 10-Q/A for the quarterly period ended July 1, 2017 (File No.

0-19621) and incorporated herein by reference].

2.2 Stock Purchase Agreement dated December 30, 2017 [filed as Exhibit 10.28 to the Company’s Form 10-K for the fiscal year ended December 30, 2017 (File No.

0-19621) and incorporated herein by reference].

2.3 Asset Purchase Agreement among JanOne Inc., ARCA Recycling, Inc., and Customer Connexx LLC, on the one hand, and ARCA Affiliated Holdings Corporation, ARCA Services Inc., and Connexx Services Inc., on the other hand, dated February 19, 2021 [filed as 10.1 to the Company’s Form 8-K filed on February 25, 2021 (File No.

0-19621) and incorporated herein by reference].

Exhibit Description Form File

Number Exhibit

Number Filing Date

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

[filed as Exhibit 3.3 to the Company’s Form 8-K filed on March 13, 2018 (File No.

0-19621) and incorporated herein by reference].

3.2 Articles of Conversion [filed as Exhibit 3.1 to the Company’s Form 8-K filed on March 13, 2018 (File No.

0-19621) and incorporated herein by reference].

3.3 Articles of Conversion [filed as Exhibit 3.2 to the Company’s Form 8-K filed on March 13, 2018 (File No.

0-19621) and incorporated herein by reference].

3.4 Certificate of Correction to Articles of Incorporation [filed as Exhibit 3.1 to the Company’s Form 10-Q for the quarterly period ended June 30, 2018 (File No 0-19621) and incorporated herein by reference].

3.5 Certificate of Change [filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 22, 2019 (File No.

0-19621) and incorporated herein by reference].

3.3 3/13/2018

3.2 Articles of Conversion .

3.1 3/13/2018

3.3 Articles of Conversion .

3.2 3/13/2018

3.4 Certificate of Correction to Articles of Incorporation .

3.1 6/30/2018

3.5 Certificate of Change .

3.1 4/22/2019

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

[filed as Exhibit 3.7 to the Company’s Current Report on Form 8-K filed on June 24, 2019 (File No.

0-19621) and incorporated herein by reference].

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.

[filed as Exhibit 3.8 to the Company’s Current Report on Form 8-K filed on June 24, 2019 (File No.

0-19621) and incorporated herein by reference].

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 [filed as Exhibit 3.8(a) to the Company’s Current Report on Form 8-K filed on October 2, 2020 (File No.

0-19621) and incorporated herein by reference].

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 [filed as Exhibit 3.8(b) to the Company’s Current Report on Form 8-K filed on April 16, 2021 (File No.

0-19621) and incorporated herein by reference]

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 .

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 [filed as Exhibit 3.9 to the Company’s Current Report on Form 8-K filed on September 13, 2019 (File No.

0-19621) and incorporated herein by reference].

3.10 Certificate of Amendment to Articles of Incorporation, filed with the Secretary of State for the State of Nevada on November 5, 2020 [filed as 3.9 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 26, 2020 filed on November 10, 2020 (File No.

0-19621) and incorporated herein by reference].

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

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 .

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 [filed as Exhibit 3.10 to the Company’s Current Report on Form 8-K filed on September 13, 2019 (File No.

0-19621) and incorporated herein by reference].

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

3.12 Bylaws of Appliance Recycling Centers of America, Inc.

[filed as Exhibit 3.4 to the Company’s Form 8-K filed on March 13, 2018 (File No.

0-19621) and incorporated herein by reference].

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

[filed as Exhibit 3.1 to the Company’s Form 8-K filed on December 31, 2018 (File No.

0-19621) and incorporated herein by reference].

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.

3.14 4/17/2023

3.16 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

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.

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.

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.

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.

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.

3.21 7/17/2024

4.1 Description of Our Securities .

4.2 Specimen Stock Certificate [filed as Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 26, 2020 filed on November 10, 2020 (File No.

0-19621) and incorporated herein by reference].

4.3 Form of Pre-Funded Warrant, dated August 22, 2023.

4.1 4/17/2023

4.2 Specimen Stock Certificate .

4.2 11/10/2020

4.4 Form of Warrant, dated August 22, 2023.

4.4 8/23/2023

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

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 [filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 25, 2019 (File No.

0-19621) and incorporated herein by reference].

4.5 8/23/2023

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 .

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.

[filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 7, 2020 (File No.

0-19621) and incorporated herein by reference].

10.3 Promissory Note between JanOne Inc., as the borrower, and Texas Capital Bank, N.A., as lender [filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 4, 2020 (File No.

0-19621) and incorporated herein by reference].

10.4 Amended and Restated Promissory Note, effective April 1, 2018, issued by ApplianceSmart Holdings LLC [filed as Exhibit 10.1 to the Company’s Form 8-K filed on December 31, 2018 (File No.

0-19621) and incorporated herein by reference].

10.5 Security Agreement dated December 26, 2018 by and between ApplianceSmart Holdings LLC and Appliance Recycling Centers of America, Inc.

[filed as Exhibit 10.2 to the Company’s Form 8-K filed on December 31, 2018 (File No.

0-19621) and incorporated herein by reference].

10.6 Security Agreement dated December 26, 2018 by and between ApplianceSmart, Inc.

and Appliance Recycling Centers of America, Inc.

[filed as Exhibit 10.3 to the Company’s Form 8-K filed on December 31, 2018 (File No.

0-19621) and incorporated herein by reference].

10.7 Security Agreement dated December 26, 2018 by and between ApplianceSmart Contracting Inc.

and Appliance Recycling Centers of America, Inc.

[filed as Exhibit 10.4 to the Company’s Form 8-K filed on December 31, 2018 (File No.

0-19621) and incorporated herein by reference].

10.8 Subordination Agreement, dated March 15, 2019, from Appliance Recycling Centers of America, Inc.

to Crossroads Financing, LLC [filed as Exhibit 10.1 to the Company’s Form 8-K filed on March 21, 2019 (File No.

0-19621) and incorporated herein by reference].

10.9 Intercreditor and Subordination Agreement, dated March 18, 2019, by and between Appliance Recycling Centers of America, Inc.

and Crossroads Financing, LLC [filed as Exhibit 10.2 to the Company’s Form 8-K filed on March 21, 2019 (File No.

0-19621) and incorporated herein by reference].

10.10 Secured Revolving Line of Credit Promissory Note [filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 30, 2019 (File No.

0-19621) and incorporated herein by reference].

10.1 2/7/2020

10.10 Secured Revolving Line of Credit Promissory Note .

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 [filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2020 (File No.

0-19621) and incorporated herein by reference].

and Isaac Capital Group, LLC .

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 [filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed on March 30, 2021 (File No.

0-19621) and incorporated herein by reference].

10.13 Securities Purchase Agreement dated November 8, 2016, between Energy Efficiency Investments, LLC and the Company [filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 15, 2016 (File No.

0-19621) and incorporated herein by reference].

10.14 Termination Agreement by and between Energy Efficiency Investments, LLC and JanOne Inc [filed as 10.18 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2019 filed on April 6, 2020 (File No.

0-19621) and incorporated herein by reference]

10.15 Form of 3% Original Issue Discount Senior Convertible Promissory Note issuable under Securities Purchase Agreement dated November 8, 2016, between Energy Efficiency Investments, LLC and the Company [filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 15, 2016 (File No.

0-19621) and incorporated herein by reference].

10.16 Form of Common Stock Purchase Warrant issuable under Securities Purchase Agreement dated November 8, 2016, between Energy Efficiency Investments, LLC and the Company [filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on November 15, 2016 (File No.

0-19621) and incorporated herein by reference].

10.17* 2011 Stock Compensation Plan [filed with the Company’s Schedule DEF 14A on March 31, 2011 and incorporated herein by reference].

10.18* 2016 Equity Incentive Plan [filed as Exhibit 10.3 to the Company’s Form 10-K for the fiscal year ended December 31, 2016 (File No.

0-19621) and incorporated herein by reference]

and Isaac Capital Group, LLC .

10.12 3/30/2021

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

10.1 11/15/2016

10.17 * 2011 Stock Compensation Plan .

10.18 * 2016 Equity Incentive Plan

10.3 12/31/2016

10.19 * First Amendment to the JanOne Inc.

2016 Equity Incentive Plan [filed with the Company’s Schedule DEF 14A on October 2, 2020 and incorporated herein by reference]

2016 Equity Incentive Plan .

Master Equipment Finance Agreement dated as of March 25, 2021 between KLC Financial, Inc.

and ARCA Recycling, Inc .

[filed as Exhibit 10.20 to the Company’s Form 10-K for the fiscal year ended January 2, 2021 (File No.

0-19621) and incorporated herein by reference]

10.21 Asset Purchase Agreement among JanOne Inc., ARCA Recycling, Inc., and Customer Connexx LLC, on the one hand, and ARCA Affiliated Holdings Corporation, ARCA Services Inc., and Connexx Services Inc., on the other hand, dated February 19, 2021 [filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 25, 2021 (File No.

0-19621) and incorporated herein by reference].

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 .

[filed as Exhibit 10.12 to the Company’s Form 10-K for the fiscal year ended January 2, 2021 (File No.

0-19621) and incorporated herein by reference]

10.23 Securities Purchase Agreement dated January 29, 2021 by and between JanOne Inc.

and the purchasers listed therein .

[filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 29, 2021 (File No.

0-19621) and incorporated herein by reference].

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.

[filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 17, 2021 (File No.

0-19621) and incorporated herein by reference].

10.25 Settlement Agreement and Mutual Release of Claims dated April 9, 2021 by and among JanOne Inc.

(f/k/a Appliance Recycling Centers of America, Inc.);

GeoTraq, Inc.;

Antonio Isaac;

and Gregg Sullivan.

[filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 16, 2021 (File No.

0-19621) and incorporated herein by reference].

10.26 Amendment No.

One to Asset Purchase Agreement among JanOne Inc., ARCA Recycling, Inc.

and Customer Connexx LLC, on the one hand, and ARCA Affiliated Holdings Corporation, ARCA Services Inc., and Connexx Services Inc., on the other hand [filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 16, 2021 (File No.

0-19621) and incorporated herein by reference].

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.

10.27 4/17/2023

10.28 Asset Purchase Agreement between JanOne Inc.

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

10.28 5/31/2022

10.29 Promissory Note of SPYR Technologies Inc.

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

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.

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

10.93 9/28/2022

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

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.

10.95 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

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)

10.96 3/20/2023

10.98 Form of Securities Purchase Agreement dated March 22, 2023.

10.98 3/24/2023

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

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.

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.

10.101 2/9/2024

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

10.102 2/9/2024

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

10.103 2/9/2024

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

10.106 F orm of Promissory Note in favor of Jon Isaac, dated March 4, 2024.

10.107 C onsulting Agreement with Jon Isaac, dated March 4, 2024.

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.

10.105 2/28/2024

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

10.106 2/28/2024

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

10.107 4/8/2024

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

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.

10.109 5/21/2024

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

10.110 8/23/2024

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

10.111 8/23/2024

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

10.112 8/23/2024

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

10.113 8/23/2024

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

10.114 8/23/2024

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

10.115 8/23/2024

10.116 Employment Agreement, dated August 26, 2024.

10.116 8/30/2024

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

10.117 11/12/2024

10.118 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

21.1 + List of Subsidiaries of the Registrant

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

23.2+ Consent of Frazier & Deeter , LLC, Independent Registered Public Accounting Firm.

31.1 + 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 January 1, 2022, formatted in iXBRL (Inline eXtensible Business Reporting Language):

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.

6 unchanged sentences

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 8, 2024

By /s/ Tony Isaac

March 28, 2025

ALT5 SIGMA CORPORATION

By /s/ Peter Tassiopoulos

Peter Tassiopoulos

Chief Executive Officer

2 unchanged sentences

Principal Executive Officer

/s/ Tony Isaac Chief Executive Officer, Treasurer April 8, 2024

/s/ Peter Tassiopoulos Chief Executive Officer March 28, 2025

Peter Tassiopoulos

Principal Financial and Accounting Officer

/s/ Virland A.

Johnson Chief Financial Officer April 8, 2024

/s/ Tony Isaac Director April 8, 2024

/s/ Richard Butler Director April 8, 2024

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/ John Bitar Director April 8, 2024

/s/ Nael Hajjar Director April 8, 2024

/s/ Ron Pitters

Director March 28, 2025

/s/ John Bitar Director March 28, 2025

/s/ Nael Hajjar Director March 28, 2025

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