8-K
ALT5 Sigma Corp (AIFC)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 2, 2025
ALT5
SIGMA CORPORATION
(Exact name of registrant as specified in its charter)
| Nevada | 000-19621 | 41-1454591 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| 325 E. Warm Spring Road, Suite 102<br><br> <br>Las Vegas, NV | 89119 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s
telephone number, including area code (702) 997-5968
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common<br> stock (par value $0.001 per share) | ALTS | The<br> Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on November 25, 2025, David Danziger notified the board of directors (the “Board”) of ALT5 Sigma Corporation (the “Company”) of his resignation from the Board and all committees thereof, effective immediately (the “Resignation”).
On December 3, 2025, the Company received a notice from The Nasdaq Stock Market LLC (the “Notice”), notifying the Company that, as a result of the Resignation, the Company is not in compliance with the requirements under Nasdaq Listing Rule 5605 (the “Corporate Governance Requirements”), specifically Nasdaq Listing Rule 5605(c), which requires, among other things, that the Company have an Audit Committee that has at least three members, each of whom must (i) be an independent, (ii) meet the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended, (iii) not have participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years, and (iv) be able to read and understand fundamental financial statements. Additionally, the Corporate Governance Requirements provide that at least one member of the Audit Committee must have had past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities.
In accordance with the Corporate Governance Requirements, the Company is entitled to a cure period to regain compliance, which cure period will expire at the earlier of its next annual meeting of stockholders or November 25, 2026. The Company intends to appoint an additional independent director to the Audit Committee of the Board prior to the end of the cure period.
Neither the Notice nor the Company’s noncompliance with the Corporate Governance Requirements has an immediate effect on the listing or trading of the Company’s common stock, which will continue to trade on The Nasdaq Capital Market under the symbol “ALTS.”
Item7.01 Regulation FD Disclosure.
On December 2, 2025, the Company issued a press release titled “ALT5 Sigma Receives Expected Nasdaq Notification Regarding Late Filing of Form 10-Q.” The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (“Current Report”) and incorporated into this Item 7.01 by reference.
The information in this Item 7.01 of this Current Report, including the information contained in Exhibit 99.1 is being furnished to the U.S. Securities and Exchange Commission, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits*.*
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release dated December 2, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Current Report contains statements of the Company’s expectations, intentions, plans and beliefs that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange, as amended, and are intended to come within the safe harbor protection provided by those sections. These forward-looking statements involve various risks and uncertainties. These statements, other than statements of historical fact, included in this Current Report are forward-looking statements. Many of the forward-looking statements contained in this document may be identified by the use of forward-looking words such as “will,” “intend,” “believe,” “expect,” “anticipate,” “should,” “plan,” “estimate,” “potential,” or similar expressions. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements that address events or developments that we expect or anticipate will occur in the future, including the Company’s actions related to compliance with Nasdaq rules and regulations, are forward-looking statements. The Company believes these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date of this Current Report. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical experience and the Company’s present expectations or projections. These risks and uncertainties include, but are not limited to the factors discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 28, 2024 filed with the Commission on March 28, 2025, as amended on August 12, 2025, as any such factors may be updated from time to time in the Company’s other filings with the Commission, including the Quarterly Report on Form 10-Q for the quarter ended June 28, 2025 filed with the Commission on August 12, 2025.
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:<br> December 3, 2025 | By: | /s/ Tony Isaac |
| Tony<br> Isaac | ||
| President<br> and Acting Chief Executive Officer |
Exhibit 99.1
ALT5Sigma Receives Expected Nasdaq Notification Regarding Late Filing of Form 10-Q
LASVEGAS, NEVADA (December 2, 2025) – ALT 5 Sigma Corporation (the “Company” or “ALT5”) (NASDAQ: ALTS)(FRA: 5AR1) today announced that it received a notification letter (the “Letter”) from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) due to its delay in filing its Form 10-Q for the period ended September 27, 2025 (the “Form 10-Q”). On November 12, 2025, the Company filed a Notification of Late Filing on Form 12b-25 with the SEC to allow the Company sufficient time to complete its customary accounting and internal control processes and procedures.
The Letter states that because the Form 10-Q has not yet been filed with the U.S. Securities and Exchange Commission, the Company no longer meets the continued listing requirements under Nasdaq Listing Rule 5250(c)(1), which requires timely filing of all required periodic reports.
Under Nasdaq’s rules, the Company has until January 20, 2026, to submit a plan to Nasdaq outlining its strategy to regain compliance. If Nasdaq accepts the plan, the Company may be granted an extension of up to 180 calendar days from the Form 10-Q’s original due date, or until May 18, 2026, to regain compliance.
The Letter further notes that Nasdaq will consider factors including the Company’s compliance history, the reasons for the late filing, the likelihood of completing the required filings within the extension period, the Company’s financial condition, and any relevant corporate developments during the review period. Nasdaq has also indicated that any subsequent periodic filings due within the potential 180-day extension must also be filed no later than the end of the extension period.
The Letter does not immediately impact the listing or trading of the Company’s common shares on Nasdaq. An indicator reflecting the Company’s non-compliance has been posted on Nasdaq’s market data dissemination network.
ALT5 Sigma is working diligently to complete the Form 10-Q and intends to submit a compliance plan within the required timeframe.
AboutALT5 Sigma Corporation
ALT5 Sigma Corporation (NASDAQ: ALTS) (FRA:5AR1) is a fintech company with a pioneering $WLFI digital asset treasury strategy. Founded in 2018, the company leverages its blockchain infrastructure expertise and proven track record of processing over $5 billion in cryptocurrency transactions to optimize its digital asset treasury operations and capitalize on growing $WLFI ecosystem developments across retail platforms, payment integrations, and international market expansion.
Forward-lookingStatements
This press release contains statements that are forward-looking statements as defined within the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to adoption of the $WLFI token, $WLFI’s potential initiatives, the positioning of the Company in the digital asset treasury sector, the availability of $WLFI for trading on crypto exchanges, the profitability and prospective growth of ALT5’s platforms and business that may include, but are not limited to, international currency risks, third-party or customer credit risks, liability claims stemming from ALT5’s services, and technology challenges for future growth or expansion, and statements regarding the Company’s potential separation plans of its biotech business. This press release also contains general statements, including words such as “continue”, “expect”, “intend”, “will”, “hope”, “should”, “would”, “may”, “potential”, and other similar expressions. Such statements reflect the Company’s current view with respect to future events, are subject to risks and uncertainties, and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political, and social uncertainties, and contingencies. This press release also contains statements that are forward-looking in respect of the expected future partial or full disposition of the Company’s interests in Alyea without specificity of the scope or methods thereof.
Many factors could cause the Company’s actual results, performance, or achievements to be materially different from any future results, performance or achievements described in this press release. Such factors could include, among others, changes in the value of $WLFI tokens and other risks detailed in the Company’s periodic reports filed with the Securities and Exchange Commission (the “SEC”). Should one or more of these risks or uncertainties materialize, or should the assumptions set out in the section entitled “Risk Factors” in the Company’s filings with the SEC underlying those forward-looking statements prove incorrect, actual results may vary materially from those described herein. These forward-looking statements are made as of the date of this press release and the Company does not intend, and does not assume any obligation, to update these forward-looking statements, except as required by law. The Company cannot assure that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Individuals are cautioned that forward-looking statements are not guarantees of future performance and accordingly investors are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty therein.
Media/InvestorRelations
ALT5@icrinc.com