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 27, 2025

☐	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.)

8548 Rozita Lee Avenue, Suite 305, Las Vegas, Nevada		89113
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 800-400-2247

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

Common Stock, $0.001 par value		ALTS		Nasdaq Capital Market
Title of each class		Trading Symbol(s)		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. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. ☐ Yes ☒ 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. ☒ Yes ☐ 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). ☒ Yes ☐ 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. ☐

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. ☐

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. ☐

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). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ 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 June 27, 2025 was approximately $160.6 million.

The number of shares outstanding of the registrant’s common stock as of April 9, 2026 was 127,166,254.

TABLE OF CONTENTS

	Page

Introductory Statement	3

PART IV
Item 15. Exhibits and Financial Statement Schedules	4
Index to Exhibits	4
Signatures	5

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 27, 2025 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

Exhibits

See Index to Exhibits

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.

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.

April 28, 2026	ALT5 Sigma Corporation
	(Registrant)

	By	/s/ Tony Isaac
		Tony Isaac
		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/ Tony Isaac	Chief Executive Officer and Director	April 28, 2026
Tony Isaac

Principal Financial and Accounting Officer

/s/ Steven M. Plumb	Chief Financial Officer	April 28, 2026
Steven M. Plumb

Directors

/s/ Zachary Witkoff	Chairman of the Board	April 28, 2026
Zachary Witkoff

/s/ Zachary Folkman	Director	April 28, 2026
Zachary Folkman

/s/ Dr. Adel Elmissiry, Ph.D	Director	April 28, 2026
Dr. Adel Elmissiry, Ph.D

/s/ John Bitar	Director	April 28, 2026
John Bitar

/s/ Nael Hajjar	Director	April 28, 2026
Nael Hajjar

/s/ Tim Stanley	Director	April 28, 2026
Tim Stanley

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