ALT5 Sigma Corp Files 8-K: Agreements, Equity Sales, Officer Changes

TL;DR

ALT5 Sigma Corp filed an 8-K detailing new deals, stock sales, and exec shakeups.

AI Summary

ALT5 Sigma Corporation announced on August 12, 2025, the entry into a material definitive agreement. The company also reported on unregistered sales of equity securities, and changes in its board and officer composition, including director departures and appointments, as well as new compensatory arrangements for certain officers. The filing also includes other events and financial statements/exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions, including new agreements and potential equity dilution, which could impact the company's financial structure and leadership.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can introduce financial and operational risks.

Key Numbers

• 000-19621 — SEC File Number (Identifies the company's filing with the SEC.)
• 41-1454591 — EIN (Employer Identification Number for ALT5 Sigma Corporation.)

Key Players & Entities

• ALT5 Sigma Corporation (company) — Registrant
• August 12, 2025 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• JanOne Inc. (company) — Former company name
• APPLIANCE RECYCLING CENTERS OF AMERICA INC /MN (company) — Former company name

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock (par value $0.001 per share) ALTS The Nasdaq Stock Ma
• $7.50 — "Common Stock"), at a purchase price of $7.50 per share. The Company intends to use
• $10,000,000 — are. The Company intends to use up to $10,000,000 of the net proceeds from the Registered
• $750 million — pursuant to which the Company received $750 million of $WLFI tokens based on an exchange ra
• $0.20 — LFI tokens based on an exchange rate of $0.20 per token and issued the Lead Investor,
• $7.499 — Warrant Shares") at a purchase price of $7.499 per PIPE Pre-Funded Warrant. Each of th
• $8.25 — of Common Stock at an exercise price of $8.25 per share of Common Stock; (iii) 4,000,
• $9.00 — of Common Stock at an exercise price of $9.00 per share of Common Stock; and (iv) 4,0
• $9.75 — of Common Stock at an exercise price of $9.75 per share of Common Stock, subject to a
• $750 million — te Placement resulted in the receipt of $750 million of $WLFI tokens, in each case before de
• $475,000 — ny reimbursed the Placement Agent up to $475,000 of its fees and expenses, and up to $10
• $10,000 — 000 of its fees and expenses, and up to $10,000 in non-accountable expenses, in connect
• $6,500,000 — nt (or its designees) a cash fee of (i) $6,500,000 for all tokens paid for the securities
• $500,000,000 — d in the Private Placement in excess of $500,000,000 and (ii) 3% of the gross proceeds of ca

Filing Documents

• form8-k.htm (8-K) — 81KB
• ex4-2.htm (EX-4.2) — 113KB
• ex4-6.htm (EX-4.6) — 114KB
• ex99-1.htm (EX-99.1) — 28KB
• ex99-1_001.jpg (GRAPHIC) — 4KB
• 0001641172-25-024661.txt ( ) — 566KB
• alts-20250812.xsd (EX-101.SCH) — 3KB
• alts-20250812_lab.xml (EX-101.LAB) — 33KB
• alts-20250812_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

02 Departure of Directors

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers Chief Financial Officer Resignation Effective August 12, 2025, Mr. Virland Johnson resigned as the Chief Financial Officer of the Company. Mr. Johnson's resignation was not due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Chief Financial Officer Appointment Concurrent with the CFO Resignation, the Company has appointed Mr. Jonathan Hugh as the Company's Chief Financial Officer, effective August 13, 2025. Mr. Jonathan Hugh, age 55, brings over 25 years of senior finance and commercial leadership experience in Digital Assets, Technology, Energy and Commodities, working with both public and private companies from large-cap multinationals to agile high-growth ventures. From June, 2021 to June, 2023, Mr. Hugh served as the Chief Financial Officer of leading digital asset firm, GSR International Ltd, a global market maker. From August 2023 to February 2025, Mr. Hugh, served as the Chief Financial Officer of Zodia Custody Limited, an institutional digital assets custodian. Mr. Hugh is a member of the Institute of Chartered Accountants of England and Wales and holds an MA in Law from Cambridge University. There are no arrangements or understandings between Mr. Hugh and any other persons, pursuant to which Mr. Hugh was selected as an officer of the Company, Mr. Hugh has no family relationships with any of the Company's directors or executive officers, and Mr. Hugh is not a party to and does not have any direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended. Item8.01. Other Events. On August 12, 2025, the Company issued a press release announcing the consummation of the Offerings. The press release is attached as Exhibit 99.1 to this Curre

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ALT5 SIGMA CORPORATION Date: August 18, 2025 By: /s/ Peter Tassiopoulos Peter Tassiopoulos Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR