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 28, 2024, the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure due to material weaknesses in internal control over financial reporting further described below. Despite the identified material weaknesses, management concluded that the consolidated financial statements included in this Annual Report on Form 10-K present fairly, in all material respects, the financial position, results of operations and cash flows for the periods disclosed in conformity with GAAP. Hudgens CPA, PLLC, the Company’s independent registered public accounting firm, has issued an unqualified opinion on our consolidated financial statements as of and for the year ended December 28, 2024. They were not engaged to perform, and did not perform, an audit of internal control over financial reporting. This material weakness has no impact on our consolidated financial statements in prior years. Management’s Report on Internal Control Over Financial Reporting . Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The Company’s management, including the Company’s CEO and CFO, do not expect that the Company’s disclosure controls and procedures or the Company’s internal control over financial reporting will prevent or detect all errors and all fraud. A control system, regardless of how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met. These inherent limitations include the following: judgements in decision-making can be faulty, and control and process breakdowns can occur because of simple errors or mistakes, controls can be circumvented by individuals, acting alone or in collusion with each other, or by management override. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Our management assessed the design and effectiveness of our internal control over financial reporting as of December 28, 2024. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) of 2013 regarding Internal Control – Integrated Framework. Based on our assessment using those criteria, our management concluded that our internal controls over financial reporting were ineffective as of September 30, 2021. Management noted the following deficiencies that management believes to be material weaknesses: • The Company does not have sufficient written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act; and • Management does not have sufficient resources to maintain adequate segregation of duties and maintain its internal control environment. In response to the above identified weaknesses in our internal control over financial reporting, we plan to improve the documentation of our internal control policies and procedures and develop an internal testing plan to document our evaluation of effectiveness of the internal controls. 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 57 Table of Contents assessing internal and external resources that may be available to complete these tasks, but do not know when these tasks will be completed. A material weakness (within the meaning of PCAOB Auditing Standard No. 5) is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the company’s financial reporting. This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report. Changes in Internal Control Over Financial Reporting. There were no changes in the Company’s internal control over financial reporting identified in management's evaluation pursuant to Rule 13a-15and 15d-15 of the Exchange Act that occurred during the fourth quarter of the fiscal year ended December 28, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. ITEM 9B. Other Information None . ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. 58 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 28, 2024, are as follows: Name Age Position Peter Tassiopoulos 56 Director and Chief Executive Officer Tony Isaac 70 Director and President Richard D. Butler, Jr. 76 Director Ron Pitters 58 Director Nael Hajjar 40 Director John Bitar 50 Director Vay Tham 51 Chief Revenue Officer Virland A. Johnson 64 Chief Financial Officer Peter Tassiopoulos has been our Chief Executive Officer since August 2024. Mr. 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. (Nasdaq: 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. Mr. 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. 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 . Richard D. Butler, Jr. has been one of our directors since May 2015. Mr. Butler is the owner of an advisory firm that provides real estate, corporate, and financial advisory services since 1999, and is the co-Founder, Managing Director, and, since 2005, a major stockholder of Ref-Razzer Company, a whistle manufacturing and vending company. Prior to this, Mr. Butler was the Co-Founder and Executive Vice President of Aspen Healthcare, Inc. from 1996 to 1999. From 1993 to 1996, Mr. Butler was a Managing Director at Landmark Financial and from 1989 to 1993 he was a Partner at Cal Ventures Real Estate Investment Group. Prior to this, Mr. Butler also served as the President and Chief Executive Officer of Mt. Whitney Savings Bank, Chief Executive Officer of First Federal Mortgage Bank, Chief Executive Officer of Trafalgar Mortgage, and Executive Officer and Member of the President’s Advisory Committee at State Savings & Loan Association (peak assets $14 billion) and American Savings & Loan Association (NYSE: FCA; peak assets $34 billion). Mr. Butler has served on the Board of Directors of Live Ventures Incorporated (“Live Ventures”) (Nasdaq: LIVE) since August 2006. Mr. Butler attended Bowling Green University in Ohio, San Joaquin Delta College in California, and Southern Oregon State College. We believe that Mr. Butler brings to our Board extensive experience in financial management and executive roles, which enable him to provide important expertise in financial, operating, and strategic matters that impact our Company. Ron Pitters has been one of our directors since November 2024. Until January 2025, Ron held executive leadership positions with Axos Financial, Inc. for 11 years, including President and Chief Operating Officer of Axos Digital Assets, 59 Table of Contents 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. Mr. 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. Mr. Hajjar is currently the Unit Head for the Annual Wholesale Trade Survey in Statistics Canada’s Manufacturing and Wholesale Trade Division. From March 2011 through May 2016, Mr. Hajjar was a Senior Analyst — Economist of Statistics Canada’s Producer Prices Division, where he developed Canada’s first ever Investment Banking Services Price Index while leading the development of a variety of Financial Services Price Index development projects. 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. We believe that Mr. Hajjar also has extensive experience in project management, and he holds a Bachelor of Social Science, Honors in Economics (which he earned in 2006), and Bachelor of Commerce, Option in Finance (which he earned in 2008), both from the University of Ottawa. John Bitar has been one of our directors since January 2020. 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. 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. Mr. 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. Tham’s significant experience in raising capital and investment management will be invaluable as we develop and grow our fintech operations. Virland A. Johnson was appointed our Chief Financial Officer on August 21, 2017. Mr. Johnson had previously served us as a consultant beginning in February 2017. Mr. Johnson served as Chief Financial Officer for Live Ventures (Nasdaq: LIVE) between January 3, 2017 and September 21, 2021. Prior to joining Live Ventures, Mr. Johnson was Sr. Director of Revenue for JDA Software from February 2010 to April 2016, where he was responsible for revenue recognition determination, sales and contract support while acting as a subject matter expert. Prior to joining JDA, Mr. Johnson provided leadership and strategic direction while serving in C-Level executive roles in public and privately held companies such as Cultural Experiences Abroad, Inc., Fender Musical Instruments Corp., Triumph Group, Inc., Unitech Industries, Inc. and Younger Brothers Group, Inc. Mr. 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. Mr. Johnson holds a Bachelor’s degree in Accountancy from Arizona State University which he earned in 1982, and holds a CPA license in "Retired" status in the State of Arizona. Delinquent Section 16(a) Reports Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s officers and directors, and persons who own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the SEC. Such officers, directors and 10% stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file. 60 Table of Contents Based solely on its review of copies of such forms received by it, or written representations from certain reporting persons, the Company believes that, during the fiscal year ended December 28, 2024, all of its officers, directors and 10% stockholders complied with all Section 16(a) timely filing requirements. Code of Ethics Our Audit Committee has adopted a code of ethics applicable to our directors and officers (including our Chief Executive Officer, President, and Chief Financial Officer) and other of our senior executives and employees in accordance with applicable rules and regulations of the SEC and Nasdaq. A copy of the code of ethics may be obtained upon request, without charge, by addressing a request to Corporate Secretary, ALT5 Sigma Corporation, 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119. The code of ethics is also posted on our website at www.alt5sigma.com under “Investors — Governance — Governance Documents.” We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding the amendment to, or waiver from, a provision of the code of ethics by posting such information on our website at the address and location specified above and, to the extent required by the listing standards of the Nasdaq Capital Market, by filing a Current Report on Form 8-K with the SEC disclosing such information. Audit Committee The Audit Committee (the “Audit Committee”) of our Board is comprised entirely of non-employee directors. In fiscal 2024, the members of our Audit Committee were Mr. Bitar, Mr. Butler (Chair), and Mr. Hajjar. Each of Messrs. Bitar, Butler, and Hajjar was an “independent” director as defined under Nasdaq rules. Our Audit Committee is responsible for selecting and approving our independent auditors, for relations with the independent auditors, for review of internal auditing functions (whether formal or informal) and internal controls, and for review of financial reporting policies to assure full disclosure of financial condition. Our Audit Committee operates under a written charter adopted by our Board, which is posted on our website at www.alt5sigma.com under the caption “Investors — Governance — Governance Documents.” The Board has determined that Mr. Butler is an “audit committee financial expert” as defined in SEC rules. 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.” Compensation Committee The Compensation Committee (the “Compensation Committee”) of our Board is comprised entirely of non-employee directors. In fiscal 2024, the members of our Compensation Committee were Mr. Hajjar and Mr. Butler (Chair), each of whom was also an “independent” director as defined under Nasdaq rules. Our Compensation Committee is responsible for review and approval of officer salaries and other compensation and benefits programs and determination of officer bonuses. Annual compensation for our executive officers, other than our Chief Executive Officer, is recommended by our Chief Executive Officer and approved by our Compensation Committee. The annual compensation for our Chief Executive Officer is recommended by our Compensation Committee and formally approved by our full Board. Our Compensation Committee may approve grants of equity awards under our stock compensation plans. Our Compensation Committee operates under a written charter adopted by our Board in March 2011, which is posted on our website at www.alt5sigma.com under the caption “Investors — Governance — Governance Documents.” In the performance of its duties, our Compensation Committee may select independent compensation consultants to advise the committee when appropriate. No compensation consultant played a role in the executive officer and director compensation for fiscal 2024. In addition, our Compensation Committee may delegate authority to subcommittees where appropriate. Our Compensation Committee may separately meet with management if deemed necessary and appropriate. Governance Committee The Nominating and Corporate Governance Committee (our “Governance Committee”) is comprised entirely of non-employee directors. In fiscal 2024, the members of our Governance Committee were Mr. Butler and Mr. Bitar, each of whom was also an “independent” director as defined under Nasdaq rules. 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, 61 Table of Contents and (vi) ensuring that emergency succession planning occurs for the positions of Chief Executive Officer, other key management positions, our Board chairperson and Board members. Our Governance Committee operates under a written charter adopted by our Board, which is posted on our website at www.alt5sigma.com under the caption “Investors — Governance — Governance Documents.” Our Governance Committee will consider director candidates recommended by stockholders. The criteria applied by our Governance Committee in the selection of director candidates is the same whether the candidate was recommended by a Board member, an executive officer, a stockholder, or a third party, and accordingly, our Governance Committee has not deemed it necessary to adopt a formal policy regarding consideration of candidates recommended by stockholders. Stockholders wishing to recommend candidates for Board membership should submit the recommendations in writing to our Secretary. Our Governance Committee identifies director candidates primarily by considering recommendations made by directors, management, and stockholders. Our Governance Committee also has the authority to retain third parties to identify and evaluate director candidates and to approve any associated fees or expenses. Board candidates are evaluated on the basis of a number of factors, including the candidate’s background, skills, judgment, diversity, experience with companies of comparable complexity and size, the interplay of the candidate’s experience with the experience of other Board members, the candidate’s independence or lack of independence, and the candidate’s qualifications for committee membership. Our Governance Committee does not assign any particular weighting or priority to any of these factors and considers each director candidate in the context of the current needs of our Board as a whole. Director candidates recommended by stockholders are evaluated in the same manner as candidates recommended by other persons. ITEM 11. EXECUTIVE COMPENSATION The following table sets forth the cash and non-cash compensation for fiscal years ended December 28, 2024 and December 30, 2023, earned by each person who served as Chief Executive Officer during fiscal 2024, and our other most highly compensated executive officer who held office as of December 28, 2024 (“named executive officers”): Summary Compensation Table Name and Principal Position Year Salary ($) Bonus ($) Stock Award ($) (1) Option Award ($) All Other Compensation ($) (2) Total ($) Peter Tassiopoulos 2024 — — 928,000 140,000 1,068,000 Chief Executive Officer 2023 — — — — — — Tony Isaac 2024 692,592 250,000 — — — 942,592 President and Secretary 2023 617,709 — 200,000 — — 817,709 Virland A. Johnson 2024 87,692 — — — — 87,692 Chief Financial Officer 2023 224,346 — 125,000 — — 349,346 ______________________________________________________ (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 $2.32. (2) In lieu of a salary, Mr. Tassiopoulos was paid a consulting fee for the period beginning on August 28, 2024 and ending on December 28, 2024. Mr. Tassiopoulos was not employed by us in 2023, nor was he a consultant to us in that fiscal year. 62 Table of Contents Outstanding Equity Awards at December 28, 2024 The following table provides a summary of stock options outstanding for our Named Executive Officers at December 28, 2024: Name Number of Securities Underlying Unexercised Options (in shares) exercisable Number of Securities Underlying Unexercised Options (in shares) unexercisable Option Exercise Price ($) Option Expiration Date Peter Tassiopoulos — — $ — — Tony Isaac 2,000 — $ 9.90 5/18/2025 Virland A. Johnson — — $ — — Additionally, during the year ended December 28, 2024, the Company granted $928,000 in restricted stock units, or 400,000 in underlying shares of the Company's common stock, to Mr. Tassiopoulos, which were immediately vested. As of December 28, 2024, Mr. Tassiopoulos’ restricted stock units were outstanding. Equity Incentive Plans We use stock options, restricted stock awards, and restricted stock units to attract and retain executives, directors, consultants, and key employees. Stock options are currently outstanding under the 2011 Plan and the 2016 Plan, and restricted stock units are outstanding under the 2023 Plan. Our 2024 Equity Incentive Plan (the “ 2024 Plan” ) was adopted by our Board in November 2024 and approved by the stockholders at the 2024 Annual Meeting of stockholders. Under the 2024 Plan, the maximum aggregate number of shares that may be subject to or delivered under Awards granted under the Plan is two million (2,800,000) shares. Awards may be in the form of a Stock Award, Option, Stock Appreciation Right, Stock Unit, or Other Stock-based Award granted in accordance with the terms of the respective Plan. Our 2023 Equity Incentive Plan (the “ 2023 Plan ”) was adopted by our Board in August 2023 and approved by the stockholders at the 2023 Annual Meeting of stockholders. Under the 2023 Plan, the maximum aggregate number of shares that may be subject to or delivered under Awards granted under the Plan is two million (2,000,000) shares. Awards may be in the form of a Stock Award, Option, Stock Appreciation Right, Stock Unit, or Other Stock-based Award granted in accordance with the terms of the respective Plan. Our 2016 Stock Compensation Plan (the “ 2016 Plan ”) was adopted by our Board in October 2016 and approved by the stockholders at the 2016 Annual Meeting of Stockholders. Under the Plan, we reserved an aggregate of 400,000 shares of our Common Stock for option grants. Our 2011 Stock Compensation Plan (the “ 2011 Plan ”) was adopted by our Board in March 2011 and approved by our stockholders at the 2011 Annual Meeting of Stockholders. The 2011 Plan expired on December 29, 2016, but options granted under the 2011 Plan before it expired will continue to be exercisable in accordance with their terms. As of December 28, 2024 , options to purchase an aggregate of up to 114,000 shares of our Common Stock were outstanding, including options to purchase an aggregate of up to 100,000 shares of our Common Stock under the 2016 Plan and options to purchase an aggregate of up to 14,000 shares of our Common Stock under the 2011 Plan. As of December 28, 2024 , 1.7 million in restricted stock units, or 1.3 million underlying shares of our Common Stock, were outstanding. The Plans are administered by our Compensation Committee or our full Board, acting as the Committee . Compensation of Non-Employee Directors We use a combination of cash and share-based incentive compensation to attract and retain qualified candidates to serve on our Board. In setting director compensation, we consider the significant amount of time that directors expend fulfilling their duties to the Company, as well as the skill level that we require of members of our Board. The table below presents cash and non-cash compensation paid to non-employee directors during the 2024 fiscal year. 63 Table of Contents Non-Management Director Compensation for Fiscal Year Ended December 28, 2024 Name Fees Earned or Paid in Cash ($) Option Awards ($) Stock Award ($) (1) All Other Compensation ($) Total ($) John Bitar 18,000 — — 18,000 Richard D. Butler, Jr. 30,000 — — 30,000 Nael Hajjar 14,400 — — 14,400 Ron Pitters — — 100,000 — 100,000 (1) Mr. 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. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS The following table sets forth as of March 25, 2025 the beneficial ownership of common stock by each of the Company’s directors, each of the named executive officers, and all directors and executive officers of the Company as a group, as well as information about beneficial owners of 5.0% or more of the Company’s voting securities. Beneficial ownership includes shares that may be acquired in the next 60 days through the exercise of options or warrants. Beneficial Owner Position with Company Number of Shares Beneficially Owned (1) Percent of Outstanding Common (2) Executive Officers & Directors: Peter Tassiopoulos (3) Chief Executive Officer and Director 420,000 2.6 % Tony Isaac (4) President and Secretary 246,000 1.5 % Virland A. Johnson (5) Chief Financial Officer 16,000 * Vay Tham Chief Revenue Officer — * Richard D. Butler, Jr. (4) Director 18,000 * Ron Pitters (6) Director 50,000 * John Bitar Director 2,000 * Nael Hajjar Director — * All Executive Officers and Directors as a group (8 persons): 752,000 4.4 % ______________________________________________________ * Indicates ownership of less than 1% of the outstanding shares (1) Unless otherwise noted, each person or group identified possesses sole voting and investment power with respect to such shares. (2) Applicable percentage of ownership is based on 16,370,647 shares of common stock outstanding, plus issuances pending at our transfer agent as of March 25, 2025, plus, for each stockholder, all shares that such stockholder could acquire within 60 days of March 25, 2025 , upon the exercise of existing stock options and warrants or conversion of existing convertible securities . (3) Includes 20,000 shares of the Company's common stock and 400,000 Restricted Stock Units (“RSUs”). The address for Mr. Tassiopoulos is 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119. (4) Includes shares that could be purchased within 60 days of March 25, 2025 , upon the exercise of existing stock options or warrants, as follows: Mr. Isaac, 2,000 shares and Mr. Butler, 4,000 shares. The address for each individual is 325 E. Warm Springs Road Suite 102, Las Vegas, Nevada 89119 . (5) Includes 3,000 shares of the Company's common stock and 13,000 RSUs. The address for Mr. Johnson is 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119. (6) Includes 50,000 RSUs. The address for Mr. Pitters is 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119. 64 Table of Contents Beneficial Ownership of Series A-1 Convertible Preferred Stock The following table sets forth, as of March 25, 2025, the beneficial ownership of Series A-1 Convertible Preferred Stock by each owner of 5% or more of the Company’s Series A-1 Convertible Preferred Stock. No officers or directors of the Company have beneficial ownership of Series A-1 Convertible Preferred Stock. There are no options or warrants to purchase shares of Series A-1 Convertible Preferred Stock. Name of Beneficial Owner Number of Shares Beneficially Owned (1) Percentage Outstanding Series A Preferred (2) Greenfield Investments, LTD. (3) 23,480 100 % ______________________________________________________ (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 23,480 shares of Series A-1 Convertible Preferred Stock outstanding as of March 25, 2025. (3) The business address for Greenfield with respect to the shares of Series A-1 Preferred Stock is P.O. Box 926, Regent Village Grace Bay Provenciales, Turks & Caicos Islands, British West Indies. Beneficial Ownership of Series S Preferred Stock Name of Beneficial Owner Amount and Nature of Beneficial Ownership (1) Outstanding Series S Preferred (2) 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 March 25, 2025. As of this date, Dr. Soin has not converted any of his shares of Series S Preferred Stock into shares of our Common Stock and is precluded from any such conversions due to certain contractual restrictions and other temporal and FDA restrictions set forth in the Certificate of Designation for the Series S Preferred Stock. (3) The business address for Dr. Soin with respect to the shares of Series S Preferred Stock is c/o ALT5 Sigma Corporation, 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119. Under the Amended and Restated Certificate of Designation of our Series S Preferred Stock, Dr. Soin is restricted to a beneficial ownership limit of 4.99% of our then outstanding Common Stock. Separate from this limitation, as of the Record Date, Dr. Soin could not convert any shares of his Series S Preferred Stock due to certain contractual restrictions and other temporal and FDA restrictions set forth in the Certificate of Designation for the Series S Preferred Stock. Separate from such restrictions, as of March 25, 2025, Dr. Soin could convert his shares of Series S Preferred Stock into 5,769,231 shares of our Common Stock, which would result in his reporting beneficial ownership of 35.2% in the “Percent of Outstanding Common” in the Common Stock chart, above. 65 Table of Contents 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. Of the current directors, each of Messrs. Butler, Pitters, Bitar, and Hajjar is an “independent” director, as defined under the rules of The Nasdaq Stock Market and each has been an independent director since each joined the Board. In accordance with its charter, the Audit Committee reviews and recommends for approval all related party transactions (as such term is defined for purposes of Item 404 of Regulation S-K). The Audit Committee participated in the approval of the transactions described above. Shared Services Tony Isaac, the Company’s President, is the father of Jon Isaac, President and Chief Executive Officer of Live Ventures and managing member of Isaac Capital Group LLC (“ICG”). Tony Isaac, President and Richard Butler, Board of Directors member of the Company, are both Board of Directors members of Live Ventures. The Company also shares certain executive, accounting and legal services with Live Ventures. The total services shared were approximately $144,000 and approximately $203,000 for fiscal years ending December 28, 2024 and December 30, 2023, respectively. Connexx rents approximately 9,900 square feet of office space from Live Ventures at its Las Vegas, Nevada office. Effective August 2023, due to the winding down of operations of the Recycling Subsidiaries, we ceased leasing office space in the Las Vegas, Nevada facility. The total rent and common area expenses for Connexx at the Las Vegas, Nevada office were approximately $17,000 and approximately $103,000 for fiscal years ending December 28, 2024 and December 30, 2023, respectively. During Q4 2023, operations of the Recycling Subsidiaries were wound down and, ultimately, ceased. See Note 4 of the Consolidated Financial Statements. Consequently, outstanding liabilities for shared rent and services for the Recycling Subsidiaries reverted to the Company. As such, the Company has recorded a liability in the amount of approximately $258,000, which was offset against the gain on sale of the Recycling Subsidiaries. Notes with Live Ventures and ICG On February 7, 2024, the Company entered into a promissory notes with each of Live Ventures and ICG. The initial principal amount of each note is $300,000, with an interest rate of 10% per annum. Pursuant to an amendment to each note, $100,000 of principal, and accrued interest thereon, is due on September 7, 2024 for each note, and the balance of each note is due on December 31, 2024. At the Company’s option, the obligation under each note is convertible after the six-month anniversary thereof at a per-share conversion price of $0.61, subject to standard adjustments for (i) stock dividends and splits, (ii) subsequent rights offerings, and (iii) pro rata distributions. 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 66 Table of Contents 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, Inc., (b) ARCA Canada, and (c) Connexx. The principal of VM7 is Virland A. Johnson, our Chief Financial Officer. The sale of all of the outstanding equity interests of the Recycling Subsidiaries to VM7 under the Recycling Purchase Agreement was consummated simultaneously with the execution of the Recycling Agreement. The Company's Board of Directors unanimously approved the Recycling Purchase Agreement and the Disposition Transaction. The Recycling Purchase Agreement is retroactively effective as of March 1, 2023. During the fourth quarter of fiscal 2023, VM7 determined that, after expending significant amounts of time and resources, it was unable to obtain sufficient equity or debt financing to continue the operations of the Recycling Subsidiaries. Accordingly, the Company was advised that the operations of the Recycling Subsidiaries were wound down and, ultimately, ceased. Because the Company did not receive all of the economic benefits of the Disposition Transaction and understands that it will not receive any future benefits of the Disposition Transaction, the Company determined to fully impair the $5.3 million carrying value of the Disposition Transaction on its balance sheet. The Company also determined not to exercise any of its remedies under the Recycling Purchase Agreement so that the Company could maintain its focus on its clinical-stage biopharmaceutical activities. ICG 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”). 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. 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 28, 2024, and December 30, 2023 that are listed below were pre-approved. 67 Table of Contents 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 WSRP's audit of the Corporation’s consolidated financial statements or for any other statutory or regulatory requirements, and consultations on various other accounting and reporting matters 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 CPA, PLLC (“Hudgens”): Description December 28, 2024 December 30, 2023 Audit fees $ 104,988 $ 295,508 Audit-related Fees — — Tax fees — — All other fees — — Total $ 104,988 $ 295,508 68 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. 69 Table of Contents Index to Exhibits Exhibit No. Exhibit Description Form File Number Exhibit Number Filing Date 3.1 Articles of Incorporation of Appliance Recycling Centers of America, Inc. 8-K 001-19621 3.3 3/13/2018 3.2 Articles of Conversion . 8-K 001-19621 3.1 3/13/2018 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 3/3/2018 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 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 70 Table of Contents 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 4.4 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 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 71 Table of Contents 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 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 72 Table of Contents 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 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 + 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. 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. 73 Table of Contents 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). 74 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. March 28, 2025 ALT5 SIGMA CORPORATION (Registrant) By /s/ Peter Tassiopoulos Peter Tassiopoulos Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date Principal Executive Officer /s/ Peter Tassiopoulos Chief Executive Officer March 28, 2025 Peter Tassiopoulos Principal Financial and Accounting Officer /s/ Virland A. Johnson Chief Financial Officer March 28, 2025 Virland A. Johnson Directors /s/ Tony Isaac President and Treasurer March 28, 2025 Tony Isaac /s/ Richard Butler Director March 28, 2025 Richard Butler /s/ Ron Pitters Director March 28, 2025 Ron Pitters /s/ John Bitar Director March 28, 2025 John Bitar /s/ Nael Hajjar Director March 28, 2025 Nael Hajjar 75