alts-20241228

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 28, 2024

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File No. 000-19621

ALT5 SIGMA CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

41-1454591

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

325 E. Warm Springs Road, Las Vegas, Nevada

89119

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 702-997-5968

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $0.001 par value

Title of each class

ALTS

Trading Symbol(s)

Nasdaq Capital Market

Name of each exchange on which registered

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. o Yes x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If any 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 pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive oﬃcers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes x No

The aggregate market value of the registrant’s common stock held by non-affiliates, based on the closing sales price of such stock on July 1, 2024 was $26.7 million.

The number of shares outstanding of the registrant’s common stock as of March 25, 2025 was 16,078,647.


Hudgens CPA, PLLC PCAOB ID# 6849 Houston, Texas

Table of Contents

TABLE OF CONTENTS


			Page

Introductory Statement			4

PART IV
Item 15. Exhibits and Financial Statement Schedules			5
Index to Exhibits			6
Signatures			7

Table of Contents

INTRODUCTORY STATEMENT

ALT5 Sigma Corporation is filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 28, 2024 for the purpose of filing its Compensation Recoupment (Clawback) Policy, as Exhibit 97.1. Other than the filing of this replacement exhibit and the dating of this Amendment, there are no changes to that Annual Report.

Table of Contents

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)Financial Statements, Financial Statement Schedules and Exhibits

3.Exhibits

See Index to Exhibits

Table of Contents

Index to Exhibits



Exhibit No.						Description

97.1+						Compensation Recoupment (Clawback) Policy .



104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

+						Filed herewith.

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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.

August 11, 2025

ALT5 Sigma Corporation

(Registrant)

/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 and Director

August 11, 2025

Peter Tassiopoulos

Principal Financial Officer and Director

/s/ Tony Isaac

President and Director

August 11, 2025

Tony Isaac

Directors

/s/ David Danziger

Director

August 11, 2025

David Danziger

/s/ Ron Pitters

Director

August 11, 2025

Ron Pitters

/s/ John Bitar

Director

August 11, 2025

John Bitar

/s/ Nael Hajjar

Director

August 11, 2025

Nael Hajjar

Amendment: SEC Form 10-K/A filed by ALT5 Sigma Corporation