ALT5 Sigma Corp Files 2024 Proxy Statement

TL;DR

ALT5 Sigma Proxy Statement is IN. Get ready for shareholder votes on exec pay & board.

AI Summary

ALT5 Sigma Corp filed its definitive proxy statement on November 5, 2024, for the fiscal year ending December 31, 2023. The company, formerly known as JanOne Inc. and APPLIANCE RECYCLING CENTERS OF AMERICA INC /MN, is incorporated in Nevada and headquartered in Las Vegas, NV. The filing details executive compensation and other corporate governance matters.

Why It Matters

This filing provides shareholders with crucial information regarding executive compensation, director nominations, and other voting matters, enabling informed participation in corporate governance decisions.

Risk Assessment

Risk Level: low — This is a routine proxy filing (DEF 14A) that provides information to shareholders and does not inherently indicate new risks.

Key Numbers

• 2023 — Fiscal Year End (The proxy statement covers the company's performance and governance for this period.)
• 20241105 — Filing Date (This is the date the definitive proxy statement was filed with the SEC.)

Key Players & Entities

• ALT5 Sigma Corp (company) — Registrant
• JanOne Inc. (company) — Former Company Name
• APPLIANCE RECYCLING CENTERS OF AMERICA INC /MN (company) — Former Company Name
• 20241105 (date) — Filing Date
• 2023-12-30 (date) — Fiscal Year End

FAQ

Key Financial Figures

• $2.00 — nderlying shares of our common stock is $2.00. Beneficial Ownership of Series A-1 Pr

Filing Documents

• alts-20241105.htm (DEF 14A) — 535KB
• alts-20241105_g1.jpg (GRAPHIC) — 112KB
• alts-20241105_g2.jpg (GRAPHIC) — 130KB
• alts-20241105_g3.jpg (GRAPHIC) — 129KB
• alts-20241105_g4.jpg (GRAPHIC) — 103KB
• alts-20241105_g5.jpg (GRAPHIC) — 158KB
• alts-20241105_g6.jpg (GRAPHIC) — 136KB
• 0001628280-24-045294.txt ( ) — 2860KB
• alts-20241105.xsd (EX-101.SCH) — 1KB
• alts-20241105_htm.xml (XML) — 33KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 7 PROPOSAL No. 1 – ELECTION OF DIRECTORS 10 PROPOSAL NO. 2 – APPROVAL OF THE 2024 EQUITY INCENTIVE PLAN 16 PROPOSAL NO. 3 - RATIFICATION AND APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK TO COMPANY PRESIDENT 22 PROPOSAL NO. 4 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 23 PROPOSAL NO. 5 - APPROVAL OF ADJOURNMENT PROPOSAL 24

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 25 TRANSACTIONS WITH RELATED PERSONS 29 AUDIT COMMITTEE REPORT 30 OTHER MATTERS 30 ANNUAL REPORT 30 1 ALT5 Sigma Corporation 325 E. Warm Springs Road, Suite 102 Las Vegas, Nevada 89119 (800) 977-6038 PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 18, 2024 This Proxy Statement relates to the 2024 Annual Meeting of Stockholders (the " Annual Meeting ") of ALT5 Sigma Corporation (" ALT5 ", the " Company ", " our ", " us ", or " we "). The Annual Meeting will be held on Wednesday, December 18, 2024, at 11:00 a.m., Pacific Time, at our corporate offices located at 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119, or at such other time and place to which the Annual Meeting may be adjourned or postponed. The enclosed proxy is solicited by the Company's Board of Directors (our " Board "). The proxy materials relating to the Annual Meeting are first being mailed to stockholders entitled to vote at the Annual Meeting on or about November 5, 2024. References in this Proxy Statement to " 2023 " or " fiscal 2023 " refer to the Company's fiscal year ended December 30, 2023. QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING Q: What is the purpose of the Annual Meeting? A: At the Annual Meeting, holders of our common stock (" Common Stock "), Series A-1 Convertible Preferred Stock (" Series A-1 Preferred Stock "), and Series S Convertible Preferred Stock (" Series S Preferred Stock ") will act upon the matters outlined in the accompanying Notice of Annual Meeting and this Proxy Statement, including the following: election of six directors to our Board; approval of the Company's 2024 Plan; ratification and approval of the issuance of shares of common stock to Company President; ratification of the appointment of Hudgens as the Company's independent registered public accounting firm for fiscal 2024; approval of the Adjournment Proposal; and a vote may also be held on any other business as may

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information with respect to the beneficial ownership of shares of our Common Stock, Series A-1 Preferred Stock, and Series S Preferred Stock as of October 21, 2024, for: each of our named executive officers; each of our current directors and nominees to be directors; all of our current executive officers and directors as a group; and each person known to us to be the beneficial owner of more than 5% of any of our Common Stock, Series A-1 Preferred Stock, or Series S Preferred Stock. The business address of each beneficial owner listed in the table, unless otherwise noted, is c/o ALT5 Sigma Corporation, 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119. We deem shares of our Common Stock, Series A-1 Preferred Stock, and Series S Preferred Stock that may be acquired by an individual or group within 60 days of October 21, 2024 pursuant to the exercise of options or warrants or conversion of convertible securities to be outstanding for the purpose of computing the percentage ownership of such individual or group, but these shares are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person or group shown in the table. Percentage of ownership is based on 14,019,015 shares of Common Stock, approximately 23,480 shares of Series A-1 Preferred Stock (which are the voting equivalent of 399,151 shares of Common Stock), and 100,000 shares of Series S Preferred Stock outstanding on October 21, 2024. The information as to beneficial ownership was either (i) furnished to us by or on behalf of the persons named or (ii) determined based on a review of the beneficial owners' Schedules 13D/G and Section 16 filings with respect to our Common Stock, Series A-1 Preferred Stock, and Series S Preferred Stock. As of the date of this Proxy Statement, no holder of Series A-1 Preferred Stock or Series S Preferred Stock has convert

View Full Filing

View this DEF 14A filing on SEC EDGAR