株探米国株
英語
エドガーで原本を確認する
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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 27, 2025
or
o    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File No. 0-19621
ALT5 SIGMA CORPORATION
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of
incorporation or organization)
41-1454591
(I.R.S. Employer
Identification No.)
8548 Rozita Lee Ave, Suite 305
Las Vegas, Nevada
(Address of principal executive offices)
89113
(Zip Code)
702-997-5968
(Registrant’s telephone number, including area code)
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 Stock, $0.001 par value per share ALTS
The Nasdaq Stock Market LLC
(The Nasdaq Capital Market)
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, a smaller reporting company, or an emerging growth 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. (Check one)
Large accelerated filer o Accelerated filer o
Non-accelerated filer x Smaller reporting company x
Emerging growth company o
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. 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
As of January 12, 2025, there were 126,199,169 outstanding shares of the registrant’s common stock, with a par value of $0.001.

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ALT5 SIGMA CORPORATION
INDEX TO FORM 10-Q
Page
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PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements
ALT5 SIGMA CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per-share amounts)
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September 27,
2025		 December 28,
2024
(Unaudited)
Assets
Cash $ 7,318  $ 7,177 
Trade and other receivables, net 1,002  330 
Digital assets receivable 27,749  23,776 
Prepaid expenses 2,991  1,518 
Other current assets 5,543  — 
Current assets from discontinued operations 205  2,200 
Total current assets 44,808  35,001 
Property and equipment, net 29  — 
Right of use assets 109  121 
Cryptocurrency assets at fair value 1,534,244  — 
Intangible assets, net 23,926  18,674 
Goodwill 20,131  11,714 
Other assets from discontinued operations 16,781  16,926 
Total assets $ 1,640,028  $ 82,436 
Liabilities and Stockholders' Equity
Liabilities:
Accounts payable $ 4,011  $ 3,231 
Accrued liabilities - other 8,780  2,553 
  Digital assets payable 31,843  30,918 
  Convertible debentures 563  563 
  Operating lease liabilities 11  10 
  Notes payable 8,318  — 
  Related party notes payable and advances 153  812 
  Current liabilities from discontinued operations 2,718  2,850 
  Total current liabilities 56,397  40,937 
  Deferred income taxes, net 14,914  1,041 
  Notes payable 8,655  11,570 
  Operating lease liabilities 107  113 
  Other noncurrent liabilities 17  108 
  Noncurrent liabilities from discontinued operations —  — 
Total liabilities 80,090  53,769 
Commitments and contingencies (Note 9)
Mezzanine equity
Convertible preferred stock, series S - par value $0.001 per share 200,000 authorized, 100,000 shares issued and outstanding at September 27, 2025 and December 28, 2024
 3,856  3,856 
Stockholders' equity:
Preferred stock, series A - par value $0.001 per share 2,000,000 authorized, 0 and 23,480 shares issued and outstanding at September 27, 2025 and December 28, 2024, respectively
 —  — 
Preferred stock, series B - par value $0.001 per share, 34,250 authorized, 34,207 shares issued and outstanding at September 27, 2025 and December 28, 2024
 8,552  8,552 
Convertible preferred stock, series I - par value $0.001 per share, 2,000,000 authorized, 17,000 shares issued and outstanding at September 27, 2025 and December 28, 2024
 —  — 
Preferred stock, series M - par value $0.001 per share, 3,200 authorized, 0 and 3,200 shares issued and outstanding at September 27, 2025 and December 28, 2024, respectively
 —  — 
Preferred stock, series Q - par value $0.001 per share, 2,000,000 authorized, 732,460 and 925,212 shares issued and outstanding at September 27, 2025 and December 28, 2024, respectively
 821  1,321 
Convertible preferred stock, series S - par value $0.001 per share 200,000 authorized, 100,000 and 100,000 shares issued and outstanding at September 27, 2025 and December 28, 2024, respectively
 7,993  7,993 
Convertible preferred stock, series V - par value $0.001 per share, 125,000 authorized, 0 and 5,000 shares issued and outstanding at September 27, 2025 and December 28, 2024, respectively
 —  — 
Common stock, par value $0.001 per share, 200,000,000 shares authorized,126,089,629 and 15,417,693 shares issued and outstanding at September 27, 2025 and at December 28, 2024, respectively
 117  9 
Accumulated other comprehensive loss 5,204  (2,317)
Additional paid-in capital 1,550,088  62,207 
Accumulated deficit (19,893) (56,879)
Equity attributable to ALT5 Sigma Corporation shareholders 1,552,882  20,886 
Noncontrolling interest $ 3,200  $ 3,925 
Total liabilities and stockholders' equity $ 1,640,028  $ 82,436 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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ALT5 SIGMA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(UNAUDITED)
(Dollars in thousands, except per-share)
For the Thirteen Weeks Ended For the Thirty-Nine Weeks Ended
September 27,
2025		 September 28,
2024		 September 27,
2025		 September 28,
2024
Revenues $ 7,575  $ 4,941  $ 19,467  $ 7,110 
Cost of revenues 4,952  2,580  11,478  3,651 
Gross profit 2,623  2,361  7,989  3,459 
Operating expenses:
Selling, general and administrative expenses 19,162  3,093  28,253  7,775 
Operating loss (16,539) (732) (20,264) (4,316)
Other income (expense):
Interest (expense) income, net (839) 253  (2,109) 5 
Unrealized (loss) gain on exchange transactions 184  (30) 482  431 
Unrealized gain on cryptocurrency assets 72,836  —  72,836  — 
Realized gain on exchange transactions 3,591  391  414  631 
Unrealized loss on marketable securities —  (688) —  (1,058)
Other (expense) income, net (499) (44) (595) 114 
Total other income (expense), net 75,273  (118) 71,028  123 
Income (loss) before provision for income taxes 58,734  (850) 50,764  (4,193)
Income tax benefit 12,083  (415) 11,936  (3,106)
Net income (loss) from continuing operations 46,651  (435) 38,828  (1,087)
Loss from discontinued operations (2,049) (489) (3,246) (1,627)
Income tax benefit for discontinued operations (4,360) (102) (1,404) (337)
Net loss from discontinued operations 2,311  (387) (1,842) (1,290)
Net income (loss) $ 48,962  $ (822) $ 36,986  $ (2,377)
Net loss per share:
Net income (loss) per share from continuing operations, basic $ 0.64  $ (0.03) $ 1.09  $ (0.11)
Net income (loss) per share from continuing operations, diluted $ 0.28  $ (0.03) $ 0.29  $ (0.11)
Net income (loss) per share from discontinued operations, basic $ 0.03  $ (0.03) $ (0.05) $ (0.13)
Net income (loss) per share from discontinued operations, diluted $ 0.01  $ (0.03) $ (0.05) $ (0.13)
Net income (loss) per share, basic $ 0.67  $ (0.06) $ 1.04  $ (0.24)
Net income (loss) per share, diluted $ 0.29  $ (0.06) $ 0.28  $ (0.24)
Weighted average common shares outstanding:
Basic 72,887,313 12,805,718 35,662,862 10,030,608
Diluted 168,657,684 12,805,718 132,041,354 10,030,608
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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ALT5 SIGMA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
For the Thirty-Nine Weeks Ended
September 27, 2025 September 28, 2024
OPERATING ACTIVITIES:
Net income (loss) from continuing operations $ 38,828  $ (1,087)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 2,456  715 
Change in reserve for uncollectible accounts —  254 
Stock based compensation expense 5,901  1,507 
Amortization of seller note discount 225  — 
Unrealized loss on marketable securities —  1,058 
Related party notes issued for shared services —  600 
Amortization of ROU assets 46  14 
Unrealized (loss) gain on digital assets 184  (431)
Unrealized gain on cryptocurrency assets (72,836) — 
Realized loss on digital assets 3,591  — 
Change in deferred tax liability 11,834  (3,353)
Changes in assets and liabilities:
Accounts receivable 2,541  1,303 
Digital assets receivable (3,973) (11,060)
Prepaid expenses 1,510  483 
Other current assets (5,543) — 
Accounts payable and accrued expenses 4,197  1,381 
Digital assets payable (4,427) 12,071 
Deposits and other assets —  274 
Operating cash flows from discontinued operations —  — 
Net cash (used in) provided by operating activities (15,466) 3,729 
INVESTING ACTIVITIES:
Cash acquired in ALT-5 acquisition —  5,853 
Cash acquired in Mswipe acquisition 122  — 
Cryptocurrency assets purchased (716,717) — 
Cryptocurrency assets redeemed 5,309  — 
Purchases of property and equipment (16) — 
Investing cash flows from discontinued operations —  — 
Net cash (used in) provided by investing activities (711,302) 5,853 
FINANCING ACTIVITIES:
Proceeds from equity financing 750,000  851 
Payments of placement fees (32,476) — 
Proceeds from related parties —  603 
Proceeds from the issuance of notes payable 4,032  3,100 
Payments on notes payable (2,131) (2,229)
Proceeds from warrants exercised —  — 
Payments on related party notes payable (36) (248)
Financing cash flows from discontinued operations —  — 
Net cash provided by financing activities 719,389  2,077 
Effect of changes in exchange rate on cash and cash equivalents 7,520  (2,995)
Increase in cash and cash equivalents 141  8,664 
Cash and cash equivalents, beginning of period 7,177  5 
Cash and cash equivalents, end of period $ 7,318  $ 8,669 
Supplemental cash flow disclosures:
Cash paid for interest $ —  $ — 
Noncash recognition of new leases $ 918  $ 134 
Noncash financing and investing activities:
Common stock issued for prefunded warrants granted $ 750,000  $ — 
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Common stock issued for the acquisition of ALT-5 subsidiary $ —  $ 16,000 
Common stock issued for consulting services $ —  $ 853 
Common stock issued for liability obligations $ —  $ 367 
Notes payable converted to common stock $ 2,200  $ 467 
Common stock issued for property and equipment $ —  $ 1,170 
Common stock issued for the acquisition of Mswipe $ 8,505  $ — 
Common stock warrants issued for the acquisition of Mswipe $ 1,652  $ — 
Alyea common stock issued for the acquisition of Mswipe $ 1,668  $ — 
Convertible Preferred Series Q shares converted to common stock $ 500  $ — 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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ALT5 SIGMA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
(Dollars in thousands)


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Series A-1 Preferred Series S-1 Preferred Series B Preferred Series I Preferred Series M Preferred Series Q Preferred Series V Preferred Common Stock Additional
Paid-in
Capital		 Accumulated
Deficit 		Accumulated
Other
Comprehensive
Deficit 		Noncontrolling Interest Total
Stockholders'
Equity
Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount
Balance, December 28, 2024 23,480 $ —  100,000 $ 7,993  34,207 $ 8,552  17,000 $ —  3,200 $ —  925,212 $ 1,321  5,000 $ —  15,417,693 $ 9  $ 62,207  $ (56,879) $ (2,317) $ 3,925  $ 24,811 
Common stock issued for warrants exercised — —  —  —  —  —  —  —  —  —  —  —  —  —  45,455 —  78  —  —  —  78 
Common stock issued for Series V Preferred converted — —  —  —  —  —  —  —  —  —  —  —  (5,000) —  600,000 —  —  —  —  —  — 
Common stock issued for consulting agreement — —  —  —  —  —  —  —  —  —  —  —  —  —  15,499 —  94  —  —  —  94 
Foreign currency adjustment — —  —  —  —  —  —  —  —  —  —  —  —  —  — —  —  —  3,633  —  3,633 
Net loss — —  —  —  —  —  —  —  —  —  —  —  —  —  — —  —  (2,861) —  (425) (3,286)
Balance, March 29, 2025 23,480 —  100,000 7,993  34,207 8,552  17,000 —  3,200 —  925,212 1,321  — —  16,078,647 9  62,379  (59,740) 1,316  3,500  25,330 
Series A-1 adjustment 20,770 —  — —  — —  — —  — —  — —  — —  — —  —  —  —  —  — 
Conversion of Series A-1 Preferred (44,250) —  — —  — —  — —  — —  —  —  — —  885,000 —  —  —  —  —  — 
ALT5 Sigma Corp common stock issued for RSU's granted — —  — —  — —  — —  — —  —  —  — —  800,000 1  605  —  —  —  606 
ALT5 Sigma Corp common stock issued for note payable obligations — —  — —  — —  — —  — —  —  —  — —  1,182,013 1  721  —  —  —  722 
ALT5 Sigma Corp common stock issued for consulting agreement — —  — —  — —  — —  — —  —  —  — —  300,000 —  1,687  —  —  —  1,687 
ALT5 Sigma Corp common stock issued for Mswipe acquisition — —  — —  — —  — —  — —  —  —  — —  1,000,000 —  5,184  —  —  —  5,184 
ALT5 Sigma Corp common stock warrants for Mswipe acquisition — —  — —  — —  — —  — —  —  —  — —  — —  1,652  —  —  —  1,652 
Alyea common stock warrants for Mswipe acquisition — —  — —  — —  — —  — —  —  —  — —  — —  1,668  —  —  —  1,668 
Common stock issued for Series Q convertible stock converted — —  — —  — —  — —  — —  (192,752) (500) — —  192,752 —  500  —  —  —  — 
ALT5 Sigma Corp common stock issued for professional services — —  — —  — —  — —  — —  — —  — —  17,511 —  165  —  —  —  165 
Foreign currency adjustment — —  — —  — —  — —  — —  — —  — —  — —  —  —  1,652  —  1,652 
Net loss — —  — —  — —  — —  — —  — —  — —  — —  —  (9,115) —  (300) (9,415)
Balance, June 28, 2025 —  —  100,000  7,993  34,207  8,552  17,000  —  3,200  —  732,460  821  821,000 —  —  20,455,923  11  74,561  (68,855) 2,968  3,200  29,251 
ALT5 Sigma Corp common stock issued for RSU's granted — —  — —  — —  — —  — —  — —  — —  555,000 1  5,295  —  —  —  5,296 
ALT5 Sigma Corp common stock issued for note payable obligations — —  — —  — —  — —  — —  — —  — —  2,429,155 2  1,479  —  —  —  1,481 
Common stock issued for warrants exercised — —  — —  — —  — —  — —  — —  — —  1,229,551 2  155  —  —  —  157 
Common stock issued for equity raise — —  — —  — —  — —  — —  — —  — —  100,330,000 100  751,144  —  —  —  751,244 
Common stock issued for Series M convertible stock converted — —  — —  — —  — —  (3,200) —  — —  — —  90,000 —  —  —  —  — 
Common stock issued for prefunded warrants granted — —  — —  — —  — —  — —  — —  — —  1,000,000 1  749,999  —  —  —  750,000 
Placement fees for equity raise — —  — —  — —  — —  — —  — —  — —  — —  (32,545) —  —  —  (32,545)
Foreign currency adjustment — —  — —  — —  — —  — —  — —  — —  — —  —  —  2,236  —  2,236 
Net income — —  — —  — —  — —  — —  — —  — —  — —  —  48,962  —  —  48,962 
Balance, September 27, 2025 — $ —  100,000 $ 7,993  34,207 $ 8,552  17,000 $ —  — $ —  732,460 $ 821  — $ —  126,089,629 $ 117  $ 1,550,088  $ (19,893) $ 5,204  $ 3,200  $ 1,556,082 

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Series A-1 Preferred Series S-1 Preferred Series B Preferred Series M Preferred Common Stock Additional
Paid-in
Capital		 Accumulated
Deficit		 Accumulated
Other
Comprehensive
Deficit		 Total
Stockholders'
Equity
Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount
Balance, December 30, 2023 193,730 $ —  100,000 $ —  — $ —  — $ —  4,957,647 $ 3  $ 47,323  $ (50,634) $ —  $ (3,308)
Share based compensation — —  — —  — —  — —  — —  345  —  —  345 
Reclassification of Series S stock to liability — —  — —  — —  — —  — —  (339) —  —  (339)
Reclassification of Series S stock to permanent equity — —  — 7,993  — —  — —  — —  —  —  —  7,993 
Common stock issued for equity financing — —  — —  — —  — —  884,880 1  626  —  —  627 
Common stock issued for consulting agreement — —  — —  — —  — —  200,000 —  232  —  —  232 
Common stock issued in lieu of notes payable obligation — —  — —  — —  — —  600,000 1  366  —  —  367 
Common stock issued for RSU's granted — —  — —  — —  — —  908,852 —  —  —  —  — 
Net loss — —  — —  — —  — —  — —  —  (2,144) —  (2,144)
Balance, March 30, 2024 193,730 —  100,000 7,993  — —  — —  7,551,379 5  48,553  (52,778) —  3,773 
Share based compensation — —  — —  — —  — —  295,000 —  1,161 —  —  1,161 
Common stock issued for acquisition of Alt5 Subsidiary — —  — —  — —  — —  1,799,115 1  7,447 —  —  7,448 
Series B preferred stock issued for acquisition of Alt5 Subsidiary — —  — —  34,207 8,552  3,200 —  — —  —  —  —  8,552 
Conversion of note receivable to common stock — —  — —  — —  — —  200,000 —  122  —  —  122 
Common stock issued for equity financing — —  — —  — —  — —  120,598 —  342  —  —  342 
Conversion of Series A-1 to common stock (123,750) —  — —  — —  — —  2,125,000 —  —  —  —  — 
Common stock issued for consulting agreement — —  — —  — —  — —  197,923 1  579  —  —  580 
Common stock issued for property and equipment — —  — —  — —  — —  300,000 —  1,170  —  —  1,170 
Foreign currency adjustment — —  — —  — —  — —  — —  —  (807) (807)
Net income — —  — —  — —  —  589  589 
Balance, June 29, 2024 69,980 —  100,000 7,993,000.00  34,207 8,552  3,200 —  12,589,015 7  59,374  (52,189) (807) 22,930 
Conversion of notes payable to common stock — —  — —  — —  — —  500,000 —  305  —  —  305 
Conversion of Series A-1 to common stock (46,500) —  — —  — —  — —  930,000 —  —  —  —  — 
Foreign currency adjustment — —  — —  — —  — —  — —  —  —  (2,188) (2,188)
Net loss — —  — —  — —  — —  — —  —  (822) —  (822)
Balance, September 28, 2024 23,480 $ —  100,000 $ 7,993  34,207 $ 8,552  3,200 $ —  14,019,015 $ 7  $ 59,679  $ (53,011) $ (2,995) $ 20,225 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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Note 1: Background
The accompanying consolidated financial statements include the accounts of ALT5 Sigma Corporation, a Nevada corporation, and its subsidiaries (collectively, the “Company” or “ALT5”). Effective July 15, 2024, the Company changed its corporate name from “JanOne Inc.” to “ALT5 Sigma Corporation,” and also changed its Nasdaq common stock ticker symbol from “JAN” to “ALTS”. The corporate name change was effected through a parent/subsidiary short-form merger of ALT5 Sigma Corporation, the Company’s wholly-owned Nevada subsidiary formed solely for the purpose of effectuating the name change), whereby it merged with and into the Company, with the Company being the surviving entity, albeit with its new name.
The Company had three operating segments – Fintech, Biotechnology, and Corporate and Other. In connection with a partial or complete spinoff of its subsidiary, Alyea Therapeutics Corporation (“Alyea”), the accounts for the Biotechnology segment have been presented as discontinued operations in the accompanying consolidated financial statements.
Fintech
On May 15, 2024, the Company acquired ALT5 Sigma, Inc. (“ALT5 Subsidiary”). ALT5 Subsidiary is a fintech company that provides next generation blockchain-powered technologies to enable a migration to a new global financial paradigm. ALT5 Subsidiary, through its respective subsidiaries, offers two main platforms to its customers: “ALT5 Pay” and “ALT5 Prime.” ALT5 Pay is a crypto-currency payment gateway that enables registered and approved global merchants to accept and make crypto-currency payments or to integrate the ALT5 Pay payment platform into their application or operations using the plugin with WooCommerce and/or ALT5 Pay’s checkout widgets and APIs. Merchants have the option to convert to fiat currency (US Dollars, Canadian Dollars, Euros, or British Pounds Sterling) automatically or to receive their payment in digital assets (see Note 3).
On May 9, 2025, the Company acquired Fortress II Holdings Ltd. d/b/a Mswipe. Mswipe is a next-generation payment solutions provider offering multi-currency, fiat payment card services, along with crypto-enabled capabilities through its existing integration with the ALT5 Subsidiary platform. Its suite of physical and virtual cards, available on both the Visa® and Mastercard® networks, allows users to seamlessly spend traditional and digital currencies worldwide (see Note 3).
Biotechnology
During September 2019, the Company, through its biotechnology segment, broadened its business perspectives to expand it’s pharmaceutical operations and focus on finding treatments for conditions that cause severe pain and bringing to market drugs with non-addictive pain-relieving properties. Effective December 28, 2022, the Company acquired Soin Therapeutics LLC, a Delaware limited liability company (“STLLC”), and its product, a patent-pending, novel formulation of low-dose naltrexone (“JAN123”). The product is being developed for the treatment of Complex Regional Pain Syndrome (CRPS), an indication that causes severe, chronic pain generally affecting the arms or legs. At present, there are no truly effective treatments for CRPS. Because of the relatively small number of patients afflicted with CRPS, the FDA has granted Orphan Drug Designation for any product approved for treatment of CRPS. This designation will provide the Company with tax credits for its clinical trials, exemption of user fees, and the potential of seven years of market exclusivity following approval. In addition, development of orphan drugs currently also involves smaller trials and quicker times to approval, given the limited number of patients available to study. However, there can be no assurance that the product will receive FDA approval or that it will result in material sales. In that regard, we have previously announced our intention to capitalize a subsidiary (“Alyea Therapeutics Corporation, or Alyea”) with certain of our biotechnology assets, acquire an additional biotechnology asset, and then engage in a financing of that subsidiary. The short-term intended result of that series of transactions would be for us to own a controlling interest in that subsidiary, but to decouple it from us so that it would operate on a stand-alone basis. In connection with the Company's spinoff of Alyea, accounts for the Biotechnology segment have been presented as discontinued operations in the accompanying consolidated financial statements (see Note 4).
Corporate and Other
Our Corporate and Other segment consists of WLFI assets, including any additions, redemptions, or mark‑to‑market changes in value, which are recorded within the Company’s Corporate and Other segment.
The WLFI treasury program was initiated on August 12, 2025, with purchases executed in two tranches at $0.20 per token:
•Tranche 1: 3,750,000,000 WLFI tokens
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•Tranche 2: 3,584,000,000 WLFI tokens (adjusted slightly from initial 3,750,000,000 to reflect final settlement after expenses from the proceeds of the financing completed in August 2025.
Our Corporate and Other segment also consists of certain corporate general and administrative costs.
The Company reports on a 52- or 53-week fiscal year. The Company’s 2024 fiscal year (“2024”) ended on December 28, 2024, and the current fiscal year (“2025”) will end on December 27, 2025.
Note 2: Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the U.S. (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these financial statements do not include all of the information and notes required for complete financial statements prepared in conformity with U.S. GAAP. In our opinion, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. However, the Company’s results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the consolidated financial statements and notes thereto included in our Form 10-K for the fiscal year ended December 28, 2024.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumption that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Significant estimates made in connection with the accompanying consolidated financial statements include the fair value in connection with the Series S convertible preferred stock issued in the Soin merger, valuation allowance against deferred tax assets, and estimated useful lives for intangible assets.
Financial Instruments
Financial instruments consist primarily of cash, trade and other receivables, and obligations under accounts payable, accrued expenses and notes payable. The carrying amounts of trade and other receivables, accounts payable, accrued expenses and short-term notes payable approximate fair value because of the short maturity of these instruments.
Cryptocurrency Assets
The Company’s cryptocurrency assets consist of World Liberty Financial (“WLFI”) tokens, a scarce, governance-enabled digital asset with long-term capital preservation and appreciation potential, inflation-hedging characteristics, and embedded productivity through protocol participation and revenue-sharing mechanisms. With a fixed maximum supply of 100 billion tokens, WLFI powers decentralized lending, borrowing, staking, and governance within a rapidly growing DeFi platform, the native token of the Ethereum blockchain.
Cryptocurrency assets acquired are initially recorded at cost, which represents the cash, cash equivalents, or other financial assets paid to acquire the asset, including transaction fees. Cryptocurrency assets are subsequently measured in accordance with ASC 350-60, Intangibles—Goodwill and Other—Accounting for and Disclosure of Cryptocurrency Assets, at fair value in the statement of financial position with unrealized gains and losses resulting from changes in fair value recognized in net income. The Company determines and records at each reporting period the fair value of its cryptocurrency assets in accordance with ASC 820, Fair Value Measurement, based on quoted (unadjusted) prices. Changes in the fair value are recognized in net income within “Unrealized gain on crypto assets”, while realized gains and losses from the derecognition of crypto assets are included in “Realized gain on crypto assets, net” in the Company’s condensed consolidated statements of operations. Purchases and redemptions of cryptocurrency assets are reflected as cash flows from investing activities in the consolidated statements of cash flows.
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Digital Assets and other Receivables
Digital assets and other receivables are the Company’s digital assets and its customer prepayments in the form of digital assets. The Company holds all digital assets in secure non-custodial wallets through the wallet services from Fireblocks, Inc. As of September 27, 2025 and December 28, 2024, the outstanding balances of digital assets and other receivables was approximately $27.7 million and $23.8 million, respectively.
Digital Assets and other Payables
Digital assets and other payables are liabilities that represent the Company’s obligation to deliver the settlement of transactions in the form of digital assets and or cash. The Company safeguards these digital assets and/or cash for customers and is obligated to safeguard them from loss, theft, or other misuse. The Company recognizes digital assets and other payables, on initial recognition and at each reporting date, at fair value of the digital assets. Any loss, theft, or other misuse would impact the measurement of digital assets and other payables. As of September 27, 2025, the outstanding balance of digital assets and other payables was approximately $31.8 million, of which approximately $27.7 million was digital assets and $4.1 million was cash deposits. As of December 28, 2024, the outstanding balance of digital assets and other payables was approximately $30.9 million, of which approximately $23.8 million was digital assets and $7.1 million was cash deposits.
Revenue Recognition
Revenue recognition applies to the Company’s Fintech segment only, as the Company’s Biotech segment has not recognized revenue to date. Revenue is recognized under ASC 606 in a manner that reasonably reflects the delivery of its services and products to customers in return for expected consideration and includes the following elements:
1.Executed contracts with the Company’s customers that it believes are legally enforceable;
2.Identification of performance obligations in the respective contract;
3.Determination of the transaction price for each performance obligation in the respective contract;
4.Allocation of the transaction price to each performance obligation; and
5.Recognition of revenue only when the Company satisfies each performance obligation.
These five elements, as applied to each of the Company’s revenue category, are summarized below:
1.Product sales – revenue is recognized at the time of sale of equipment to the customer.
2.Service sales – revenue is recognized based on when the service has been provided to the customer.
The Company’s service is comprised of a single performance obligation to buy and sell or convert digital assets to currencies. That is, the Company is the counter-party to all transactions between customers and liquidity providers and presents revenue for the fees earned on a net basis.
The Company is acting as principal in all transactions, and controls the digital assets being provided before they are transferred to the buyer, has risk related to the digital assets, and is responsible for the fulfillment of the digital asset transactions. The Company sets the price for the digital assets by aggregating prices from several liquidity providers and displays them on the Company’s platform. As a result, the Company acts as a price discovery service and acts as a principal facilitating the ability for a customer to purchase or sell digital assets.
The Company considers its performance obligation satisfied, and recognizes revenue, at the point in time that the transaction is processed. Contracts with customers are usually open-ended and can be terminated by either party without a termination penalty. Therefore, contracts are defined at the transaction level and do not extend beyond the service already provided.
The Company charges a fee at the transaction level. The transaction price, represented by the trading fee, is calculated based on volume and varies depending on payment type and the value of the transaction. Digital asset purchases or sale transactions executed by a customer on the Company’s platform is based on tiered-pricing that is driven primarily by transaction volume processed for a specific historical period. The Company has concluded that this volume-based pricing approach does not constitute a future material right since the discount is within a range typically offered to a class of customers with similar volume. The transaction fee is collected from the customer at the time the transaction is executed. In certain instances, the transaction fee can be collected in digital assets, with revenue measured based on the amount of digital assets received and the fair value of the digital assets at the time of the transaction.
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The Company also marks up or down the digital asset prices and earns revenue from the spread between the buying and selling price. The Company also earns a fee from transfers of currencies and or digital assets. The transfer fees are nominal and are set to offset the fees associated with banking and/or blockchain mining fees.
The Company receives consideration in the form of digital assets as payment for commissions and other fees and utilizes these assets as part of its working capital. In accordance with ASC 606, the fair value of digital assets received is measured based on quoted prices in active markets on the date control of the related goods or services transfers to the customer. Subsequent to initial recognition, the Company measures digital assets at fair value using quoted prices obtained from active, highly liquid exchanges that the Company has determined to be its principal market. Because these valuations are based on unadjusted quoted prices for identical assets in active markets, the fair value measurements are classified within Level 1 of the fair value hierarchy. The Company presents these assets within other current assets on its consolidated balance sheets. As of September 27, 2025, the balance of digital assets included in other current assets was approximately $5.5 million.
Stock-Based Compensation
The Company from time to time grants restricted stock units, warrants, and stock options to employees, non-employees, and Company executives and directors. Such awards are valued based on the grant date fair-value of the instruments. The value of each award is amortized on a straight-line basis over the vesting period.
Recently Issued Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires, among other updates, enhanced disclosures about significant segment expenses that are regularly provided to the CODM, as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption. Early adoption is permitted. The Company does not anticipate this guidance will have a material impact upon its financial position and results of operations.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires enhanced annual disclosures regarding the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and may be adopted on a prospective or retrospective basis. Early adoption is permitted. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.
Note 3: Mergers and Acquisitions
Mswipe
Effective on May 9, 2025, the Company and our indirect, wholly-owned second-tier Canadian subsidiary entered into an agreement to purchase all of the outstanding capital stock of Fortress II Holdings Ltd. d/b/a Mswipe, an entity that, through its subsidiaries, offers multi-currency, fiat- and crypto-enabled payment card services of Mswipe. The company conducts business under the name Mswipe. Through a suite of physical and virtual cards that are available on both the Visa® and Mastercard® networks, the acquired operations enable users to seamlessly spend traditional and digital currencies across the globe. The platform is built with robust compliance frameworks, advanced security protocols, and real-time exchange capabilities, which allow for fast, secure, and borderless transactions. This is a B2B solution, which, when combined with our other product offerings, bridges the gap between the crypto economy and traditional financial systems—while ensuring regulatory alignment, interoperability with existing payment networks, and a seamless user experience for institutional partners and their end-users.
The purchase price for this transaction consisted of our (i) issuing one million restricted shares of our common stock to the three sellers, valued at the Historical NOCP on May 9, 2025 of $6.10, (ii) granting five hundred thousand four-year common stock warrants to the three sellers, with a per-share exercise price of $5.50 (which was the approximate market price at the time that we reached an agreement in principal for this transaction), (iii) issuing shares to two of the sellers in “Alyea Therapeutics Corporation,” our biotech business that we are in process of separating from our core business, which shares we valued at $4.8 million, and (iv) issuing two 14-month straight promissory notes in the aggregate initial principal balance of approximately one million dollars with an interest rate at the AFR for quarterly compounded notes of 3.99% per annum and all principal and interest due at the maturity date.
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We also are acknowledging an equivalent 14-month term straight promissory note at the acquired company level that pre-dated our acquisition. The principal balance of this note, as of May 9, 2025, was approximately $5.1 million and the interest was reset to match that of the two notes that we issued. We also granted the sellers the right to one earn-out payment in the amount of $20 million (payable in cash or unregistered shares of our common stock) at the point in time if, or when, Mswipe generates a minimum of $15 million in annualized or actual total revenue from Mswipe’s operations.
The fair value of the purchase price components outlined above was $14.2 million due to fair value adjustments for the contingent consideration, cash acquired, and working capital adjustments, as detailed below (in $000's):
ALT5 Common stock $ 5,185 
Common stock warrants 1,652 
Seller notes 5,695 
Alyea Common Stock 1,668 
Total purchase price $ 14,200 
Under the preliminary purchase price allocation, the Company recognized goodwill of approximately $6.4 million, which is calculated as the excess of both the consideration exchanged and liabilities assumed as compared to the fair value of the identifiable assets acquired. The values assigned to the assets acquired and liabilities assumed are based on their estimates of fair value available as of May 9, 2025, as calculated by an independent third-party firm. Because the transaction was considered a stock purchase for tax purposes, none of the goodwill arising from the acquisition will be deductible for income tax purposes. The table below outlines the purchase price allocation of the purchase for Mswipe to the acquired identifiable assets, liabilities assumed and goodwill (in $000’s):
Total purchase price $ 14,200 
Accounts payable 1,400 
Total liabilities assumed 1,400 
Total consideration 15,600 
Cash 124 
Accounts receivable 1,218 
Property and equipment 20 
Intangible assets
Customer relationships 6,525 
Trade names 500 
Developed technology 675 
Subtotal intangible assets 7,700 
Other 160 
Total assets acquired 9,222 
Total goodwill 6,378 
Proforma Information
The table below presents selected proforma information for the Company for the 39 weeks ended September 27, 2025 and September 28, 2024, assuming that the acquisition had occurred on December 31, 2023 (the beginning of the Company’s 2024 fiscal year), pursuant to ASC 805-10-50. This proforma information does not purport to represent what the actual results of operations of the Company would have been had the acquisition occurred on that date, nor does it purport to predict the results of operations for future periods (in $000’s).
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As Reported Adjustments Proforma
ALT5 Sigma Corporation Unaudited 39 weeks ended September 27, 2025 Mswipe Unaudited 39 weeks ended September 27, 2025 Adjustments(1) ALT5 Sigma Corporation for the 39 weeks ended September 27, 2025
Net revenue $ 19,467  $ 1,660  $ 21,127 
Net income $ 36,986  $ 210  $ (266) $ 36,930 
Earnings per basic common share $ 1.04  $ — 
Earnings per basic diluted share $ 0.28  $ — 
As Reported Adjustments Proforma
ALT5 Sigma Corporation Unaudited 39 weeks ended September 28, 2024 Mswipe Unaudited 39 weeks ended September 28, 2024 Adjustments(1) ALT5 Sigma Corporation for the 39 weeks ended September 28, 2024
Net revenue $ 7,110  $ 2,250  $ 9,360 
Net income $ (2,377) $ (174) $ (266) $ (2,817)
Earnings per basic common share $ (0.24) $ (0.28)
Earnings per basic diluted share $ (0.24) $ (0.28)
(1)Adjustments are related to adjustments made for the following:
•Amortization expense of definite-lived intangible assets has been adjusted based on the preliminary fair value at the acquisition date.

Qoden
On November 8, 2024, the Company acquired the Qodex Cryptocurrency Exchange Software platform and other related assets from Qoden Technologies, LLC, a provider of technology solutions for the blockchain industry. The purchase price was $2.2 million, consisting of $2.0 million, or 771,010 shares, of the Company’s Series Q Convertible Preferred Stock and $0.2 million in cash. The Series Q Convertible Stock was valued at $2.594 per share on the date issued, and is subject to a mandatory eight-calendar-quarter leak-out, such that no more than twelve-and-one-half percent of the shares may be converted into shares of the Company’s common stock on a trailing quarterly basis over a period of two years, and are subject to vesting provisions. The $0.2 million in cash is payable in increments of $10,000 per month for 24 months, commencing on the first day of the month following closing. The acquisition was determined to be an asset acquisition for accounting purposes.
ALT5
On May 14, 2024, the Company acquired its ALT5 Subsidiary, which is a fintech company that provides next generation blockchain-powered technologies to enable a migration to a new global financial paradigm. ALT5 Subsidiary, through its respective subsidiaries, offers two main platforms to its customers: “ALT5 Pay” and “ALT5 Prime.” ALT5 Pay is a crypto-currency payment gateway that enables registered and approved global merchants to accept and make crypto-currency payments or to integrate the ALT5 Pay payment platform into their application or operations using the plugin with WooCommerce and/or ALT5 Pay’s checkout widgets and APIs. Merchants have the option to convert to fiat currency (US Dollars, Canadian Dollars, Euros, and British Pounds Sterling) automatically or to receive their payment in digital assets.
As consideration under the acquisition, the Company issued 1,799,100 shares of its common stock to the legacy equity holders of the capital stock of ALT5 Subsidiary. Those shares represented approximately 19.9% of the Company's then-issued and outstanding shares of common stock. Each of the shares of the Company's newly-issued common stock was valued at $4.14, which was the Nasdaq Historical NOCP on Thursday, May 9, 2024, the day immediately prior to the date on which the agreement was executed. The Company also issued 34,207 shares of its newly-designated Series B Preferred Stock (the “Series B Stock”) to the legacy equity holders of the capital stock of ALT5. In connection with the closing of the acquisition of ALT5 Subsidiary, the Company also issued 3,200 shares of its newly-designated Series M Preferred Stock (the “Series M Stock”) to two entities that acted as finders for the transaction.
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The fair value of the purchase price components outlined above was $16.0 million due to fair value adjustments for the shares of Series B Stock and Series M Stock, as detailed below (in $000’s):
Common stock $ 7,448 
Series B preferred stock 8,552 
Total purchase price $ 16,000 
Under the preliminary purchase price allocation, the Company recognized goodwill of approximately $15.2 million, which is calculated as the excess of both the consideration exchanged and liabilities assumed as compared to the fair value of the identifiable assets acquired. The values assigned to the assets acquired and liabilities assumed are based on their estimates of fair value available as of May 10, 2024, as calculated by an independent third-party firm. Because the transaction was considered a stock purchase for tax purposes, none of the goodwill arising from the acquisition will be deductible for tax purposes. During the year ended December 28, 2024 and the 39 weeks ended September 27, 2025, the Company recorded noncash fair value adjustments related to deferred tax liabilities and other liabilities acquired in the aggregate amount of approximately $7.9 million, which was recorded to goodwill. The table below outlines the purchase price allocation of the purchase for ALT5 Subsidiary to the acquired identifiable assets, liabilities assumed and goodwill (in $000’s):
Total purchase price 16,000 
Accounts payable 267 
Accrued liabilities 7,866 
Digital assets payable 16,763 
Debt 7,613 
Total liabilities assumed 32,509 
Total consideration 48,509 
Cash 5,853 
Accounts receivable 2,917 
Digital assets receivable 9,082 
Intangible assets
Customer relationships 13,925 
Trade names 2,675 
Developed technology 1,850 
Subtotal intangible assets 18,450 
Other 493 
Total assets acquired 36,795 
Total goodwill 11,714 
The table below presents selected proforma information for the Company for the 39 weeks ended June 29, 2024, assuming that the acquisition had occurred on January 1, 2023 (the beginning of the Company’s 2023 fiscal year), pursuant to ASC 805-10-50 (in $000's). This proforma information does not purport to represent what the actual results of operations of the Company would have been had the acquisition occurred on that date, nor does it purport to predict the results of operations for future periods.
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As Reported Adjustments Proforma
ALT5 Sigma Corporation Unaudited 39 weeks ended September 28, 2024 ALT5 Subsidiary Unaudited 39 weeks ended September 28, 2024 Adjustments(1) ALT5 Sigma Corporation for the 39 weeks ended September 28, 2024
Net revenue $ 7,110  $ 2,918  $ 10,028 
Net income $ (2,377) $ 71  $ (806) $ (3,112)
Earnings per basic common share $ (0.24) $ (0.27)
Earnings per basic diluted share $ (0.24) $ (0.27)
(1)Adjustments are related to adjustments made for the following:
•Amortization expense of definite-lived intangible assets has been adjusted based on the preliminary fair value at the acquisition date.
Note 4: Discontinued Operations
As of September 27, 2025, the Company discontinued operations of its Biotechnology segment as follows:
On May 21, 2025, the Company disclosed that formal separation of its healthcare assets, known as Alyea, and that the scope and method of a partial or full disposition of its interests in Alyea, whether as a split-off or a spin-off or another related transaction, would be subsequently announced.
In accordance with the provisions of ASC 360-10 and ASC 205-20, the Company has separately reported the assets and liabilities of the discontinued operations in the consolidated balance sheets. The assets and liabilities have been reflected as discontinued operations in the consolidated balance sheets, as of September 27, 2025 and December 28, 2024, and consists of the following:
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September 27, 2025 December 28, 2024
Assets from discontinued operations
Trade and other receivables, net —  $ 2,200 
Prepaid expenses and other current assets 205  $ — 
Total current assets from discontinued operations 205  2,200 
Property and equipment, net 1
 1,170  1,170 
Intangible assets, net 2
 14,310  15,756 
Deferred income taxes 1,301  — 
Total other assets from discontinued operations 16,781  16,926 
Total assets from discontinued operations $ 16,986  $ 19,126 
Liabilities from discontinued operations
Accounts payable $ 128  $ — 
Accrued liabilities - other 3
 2,500  $ 2,850 
Related party note 90  — 
Total current liabilities from discontinued operations 2,718  2,850 
Total noncurrent liabilities from discontinued operations —  — 
Total liabilities from discontinued operations $ 2,718  $ 2,850 
1 The Company’s property and equipment consisted of the following:
September 27, 2025 December 28, 2024
Projects under construction 1,170  $ 1,170 
Property and equipment 1,170  1,170 
Less accumulated depreciation —  — 
Total property and equipment, net, from discontinued operations $ 1,170  $ 1,170 
No depreciation expense has been recorded for the 13 weeks ended September 27, 2025 and September 28, 2024, or the 39 weeks ended September 27, 2025 and September 28, 2024.
2 The Company’s intangible assets consisted of the following:
September 27,
2025		 December 28,
2024
Soin intangible $ 19,293  $ 19,293 
Intangible assets 19,293  19,293 
Less accumulated amortization (4,983) (3,537)
Total intangible assets $ 14,310  $ 15,756 
Amortization expense was $0.3 million and $0.5 million for the 13 weeks ended September 27, 2025 and September 28, 2024, respectively, and $1.4 million and $1.6 million for the 39 weeks ended September 27, 2025 and September 28, 2024, respectively.
Soin Intangible Assets
Effective as of December 28, 2022, the Company acquired Soin Therapeutics LLC, a Delaware limited liability company (“STLLC”), and its product, a patent-pending, novel formulation of low-dose naltrexone. The assets acquired by the Company consist of 1) three pending patents related to the methods of using low-dose Naltrexone to treat chronic pain, 2) final formula for Naltrexone, and 3) orphan drug designation as approved by the FDA. The Company reviewed the assets acquired and determined that no in-process research and development costs were acquired as part of the transaction, and, thus, all assets acquired represent intellectual property and should be capitalized.
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The Company will amortize the intangible assets ratably over a 10-year period.
3 The Company’s accrued liabilities consisted of the following:
September 27,
2025		 December 28,
2024
Due to Dr. Soin $ 2,500  $ 2,850 
Other 90  — 
Total accrued expenses $ 2,590  $ 2,850 
In accordance with the provisions of ASC 360-10 and ASC 205-20, the Company has not included in the results of continuing operations the results of operations of the discontinued operations in the consolidated statements of operations and comprehensive income (loss). The results of operations for this entity for the 13 and 39 weeks ended September 27, 2025 and September 28, 2024 have been reflected as discontinued operations in the consolidated statements of operations and comprehensive income (loss) and consist of the following:
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13 Weeks Ended 39 Weeks Ended
September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024
Revenues $ —  $ —  $ —  $ — 
Cost of revenues —  —  —  — 
Gross profit —  —  —  — 
Operating expenses from discontinued operations:
Selling, general and administrative expenses 2,049  489  3,246  1,627 
Total operating expenses from discontinued operations 2,049  489  3,246  1,627 
Operating loss from discontinued operations (2,049) (489) (3,246) (1,627)
Other income (expense) from discontinued operations
Total other income (loss), net —  —  $ —  $ — 
Loss before provision for income taxes from discontinued operations (2,049) (489) (3,246) (1,627)
Income tax provision (benefit) (4,360) (102) (1,404) (337)
Net loss from discontinued operations $ 2,311  $ (387) $ (1,842) $ (1,290)
In accordance with the provisions of ASC 360-10 and ASC 205-20, the Company has separately reported the cash flow activity of the discontinued operations in the consolidated statements of cash flows. The cash flow activity from discontinued operations for the 39 weeks ended September 27, 2025 and September 28, 2024 have been reflected as discontinued operations in the consolidated statements of cash flows and consist of the following:
39 weeks ended
September 27, 2025 September 28, 2024
DISCONTINUED OPERATING ACTIVITIES:
Net loss from discontinued operations (1,842) (1,290)
Depreciation and amortization 1,447  1,604 
Change in deferred taxes (1,303) — 
Changes in assets and liabilities:
Accounts payable and accrued expenses 1,698  (314)
Net cash used in operating activities from discontinued operations $ —  $ — 
DISCONTINUED INVESTING ACTIVITIES:
Net cash used in investing activities from discontinued operations $ —  $ — 
DISCONTINUED FINANCING ACTIVITIES:
Net cash used in financing activities from discontinued operations $ —  $ — 
Effect of changes in exchange rate on cash and cash equivalents —  — 
DECREASE IN CASH AND CASH EQUIVALENTS —  — 
CASH AND CASH EQUIVALENTS, beginning of period —  — 
CASH AND CASH EQUIVALENTS, end of period $ —  $ — 
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Note 5: Trade and other receivables
The Company’s trade and other receivables as of September 27, 2025 and December 28, 2024, respectively, were as follows (in $000’s):
September 27,
2025		 December 28,
2024
Trade receivables $ 439  $ 57 
Shareholder receivables 347  — 
Other receivables 216  273 
Trade and other receivables, net $ 1,002  $ 330 
Note 6: Prepaids and other current assets
Prepaids and other current assets as of September 27, 2025 and December 28, 2024 consist of the following (in $000’s):
September 27,
2025		 December 28,
2024
Prepaid licensing $ 1,547  $ — 
Prepaid consulting 155  960 
Prepaid legal 78  54 
Prepaid interest —  285 
Prepaid purchase commitments 480  — 
Prepaid rent 26  83 
Prepaid insurance 272  — 
Prepaid other 433  136 
Total prepaid expenses and other current assets $ 2,991  $ 1,518 
Note 7: Property and Equipment
Property and equipment as of September 27, 2025 and December 28, 2024 consist of the following (in $000’s):
September 27, 2025 December 28, 2024
Equipment $ 57  $ — 
Property and equipment 57  — 
Accumulated depreciation (28) — 
Total property and equipment, net $ 29  $ — 
Depreciation expense was $28,000 for the 13 and 39 weeks ended September 27, 2025.
Note 8: Leases
In connection with its acquisition of ALT5 Subsidiary (see Note 3), the Company leases commercial office space. These assets and properties are leased under non-cancellable agreements that expire at various future dates. The agreements, which have been classified as operating leases, provide for minimum rent and require the Company to pay all insurance, taxes, and other maintenance costs. As a result, the Company recognizes assets and liabilities for leases with lease terms greater than 12 months. The amounts recognized reflect the present value of remaining lease payments for all leases. The discount rate used is an estimate of the Company’s blended incremental borrowing rate based on information available associated with each subsidiary’s debt outstanding at lease commencement. In considering the lease asset value, the Company considers fixed and variable payment terms, prepayments and options to extend, terminate or purchase. Renewal, termination, or purchase options affect the lease term used for determining lease asset value only if the option is reasonably certain to be exercised.
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The following table details the Company’s right of use assets and lease liabilities as of September 27, 2025 and December 28, 2024 (in $000’s):
September 27, 2025 December 28, 2024
Right of use asset - operating leases $ 109  $ 121 
Lease liabilities:
Current - operating $ 11  $ 10 
Long term - operating 107  113 
Total lease liabilities $ 118  $ 123 
As of September 27, 2025, the weighted average remaining lease term for operating leases is 4.2 years. The Company’s weighted average discount rate for operating leases is 12.8%. Total cash payments for operating leases for the 39 weeks ended September 27, 2025 was approximately $19,000. No cash payments for operating leases were made during the 39 weeks ended September 27, 2025. Additionally, the Company recognized approximately no right of use assets or lease liabilities during the 39 weeks ended September 27, 2025.
Total present value of future lease payments of operating leases as of September 27, 2025 (in $000’s):
Twelve months ended
2026 $ 34 
2027 36 
2028 37 
2029 39 
2030 6 
Total 152 
Less implied interest (34)
Present value of payments $ 118 
Note 9: WLFI Treasury Program
The WLFI treasury program was initiated on August 12, 2025, with purchases executed in two tranches at $0.20 per token:
•Tranche 1: 3,750,000,000 WLFI tokens
•Tranche 2: 3,584,000,000 WLFI tokens (adjusted slightly from initial 3,750,000,000 to reflect final settlement after expenses from the proceeds of the financing completed in August 2025 (~7.3% of supply).
All acquisitions were executed through on‑chain transactions and direct Token Purchase Agreements with the WLFI Foundation. The Company did not hold any WLFI tokens prior to August 12, 2025.
The outstanding units, cost basis, and fair value as of September 27, 2025 were as follows:

Units Cost Basis Fair Value
Balance, September 27, 2025:
WLFI 7,283,585,650 $ 1,456,717,130  $ 1,529,552,987 
USDC 4,686,513 $ 4,686,513  $ 4,686,513 
Total 7,288,272,163 1,461,403,643 1,534,239,500
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The following table presents a reconciliation of WLFI assets to fair value as of September 27, 2025:
September 27, 2025
Fair value, December 28, 2024 $ — 
Fair value, June 28, 2025 — 
Additions 1,466,717,430 
Redemptions (5,309,158)
Fees paid (4,629)
Unrealized gain 72,835,857 
Fair value, September 27, 2025 $ 1,534,239,500 
During the 13 weeks ended September 27, 2025, the Company recognized an unrealized gain of approximately $72.8 million related to the change in fair value of the tokens.
Note 10: Intangible Assets
Intangible assets as of September 27, 2025 and December 28, 2024 consist of the following (in $000’s):
September 27,
2025		 December 28,
2024
Noncompete agreements $ 675  $ — 
Qoden intangible assets 1,536  1,536 
Patents and domains 4  4 
Trade names 3,175  2,675 
Customer relationships 20,450  13,925 
Developed technology 1,850  1,850 
Intangible assets 27,690  19,990 
Less accumulated amortization (3,764) (1,316)
Total intangible assets $ 23,926  $ 18,674 
Intangible amortization expense was $0.9 million and $0.2 million for the 13 weeks ended September 27, 2025 and September 28, 2024, respectively, and $2.4 million and $0.7 million for the 39 weeks ended September 27, 2025 and September 28, 2024, respectively.
Mswipe
Effective on May 9, 2025, the Company and our indirect, wholly-owned second tier Canadian subsidiary entered into an agreement to purchase all of the outstanding capital stock of an entity that, through its subsidiaries, offers multi-currency, fiat- and crypto-enabled payment card services (see Note 3).
Qoden Intangible Assets
On November 8, 2024, the Company acquired the Qodex Cryptocurrency Exchange Software platform and other related assets from Qoden Technologies, LLC, a provider of technology solutions for the blockchain industry. The Company is amortizing the intangible assets over a two-year period (see Note 3).
ALT5 Subsidiary Intangible Assets
On May 14, 2024, the Company acquired its ALT5 Subsidiary, which is a fintech company that provides next generation blockchain-powered technologies to enable a migration to a new global financial paradigm. As part of the acquisition, the Company acquired trade names, customer relationships, and developed technology, which are being amortized over a period of seven years, 10 years, and five years, respectively (see Note 3).
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Note 11: Goodwill
The following table details the Company's goodwill as of September 27, 2025 and December 28, 2024 (in $000's):
Fintech Biotech Corporate and Other Total
Balance, December 28, 2024 11,714  —  —  11,714 
Mswipe acquisition 6,378  —  —  6,378 
Mswipe tax adjustment 2,039  2,039 
Balance, September 27, 2025 $ 20,131  $ —  $ —  $ 20,131 
The Company accounts for purchased goodwill and intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other. Goodwill recognized during the 39 weeks ended September 27, 2025 was approximately $8.4 million, and was due to the acquisition, and additional deferred tax liability, of Mswipe (see Note 3).

Note 12: Accrued Liabilities
Accrued liabilities as of September 27, 2025 and December 28, 2024 consist of the following (in $000’s):
September 27,
2025		 December 28,
2024
Compensation and benefits $ 652  $ 204 
Accrued guarantees 225  309 
Accrued taxes 190  362 
Accrued interest 714  789 
Accrued Qoden payments 113  109 
Accrued litigation/legal 2,312  50 
Customer deposits 1,238  — 
Accrued settlements 3,250  — 
Accrued professional fees 86  — 
Other —  730 
Total accrued expenses $ 8,780  $ 2,553 
Note 13: Debentures
Debentures outstanding as of September 27, 2025 and December 28, 2024 consisted for the following (in $000’s):
September 27, 2025 December 28, 2024
Interest rate of 12%, maturity date of June 30, 2025
 $ 563  $ 563 
Total debentures $ 563  $ 563 
ALT5 Subsidiary issued seven debentures over a period from October 2018 through September 2019. The debentures bore interest at 12% per annum and matured on of June 30, 2025. The Company is in the process of negotiating a revised maturity date with the holders.
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Note 14: Debt
Long-term debt as of September 27, 2025 and December 28, 2024 consisted of the following (in $000’s):
September 27,
2025		 December 28,
2024
Legacy subsidiary fixed deposits $ 7,937  $ 4,247 
Legacy subsidiary loan 2,398  3,782 
Unaffiliated third-party 718  3,508 
Seller notes 5,920  — 
Other —  33 
Total notes payable, related parties 16,973  11,570 
Less current portion (8,318) — 
Total long-term notes payable, related parties $ 8,655  $ 11,570 
Legacy Subsidiary Fixed Deposits
ALT5 Subsidiary entered into several Corporate Fixed Deposit Agreements with otherwise unaffiliated third-parties, pursuant to which the Company became obligated for an aggregate of $5.5 million, as set forth in the respective agreements. Each obligation bears interest at a rate of 13% or 15% per annum, and has a maturity date range of April 2026 to March 2027. Several of these unaffiliated third-parties agreed to convert their respective investments into Future Equity Agreements for shares of the Company’s subsidiary, Alyea and, consequently, approximately $125,000 of these deposits were reclassified as non-controlling interest. As of September 27, 2025 and December 28, 2024, the outstanding aggregate obligations totaled approximately $7.9 million and $4.2 million, respectively.
Legacy Subsidiary Loan
On August 10, 2023, ALT5 Subsidiary entered into an extension agreement for a Bitcoin promissory note with an otherwise unaffiliated third-party. The Bitcoin promissory note is denominated in Bitcoin and, thus, is adjusted to its fair value each period. Although no extension agreement was executed, the promissory note had an original maturity date of August 2025 and was fully repaid during the fourth calendar quarter of 2025. The promissory note bears interest at 15% per annum. As of September 27, 2025 and December 28, 2024, the outstanding balance of the note was approximately $2.4 million and $3.8 million, respectively.
Unaffiliated Third-Party Loans
ICG Note
On February 7, 2024, the Company amended its outstanding related party promissory obligations (the “ICG Note”) in favor of Isaac Capital Group LLC (“ICG”) to add a convertibility provision. In accordance with Nasdaq Rules, the per-share conversion price was set at $0.61, subject to standard adjustments for (i) stock dividends and splits, (ii) subsequent rights offerings, and (iii) pro rata distributions. The Company’s board of directors provided its approvals of the amendments on February 7, 2024. On March 6, 2024, ICG entered into a Note Purchase Agreement with an otherwise unaffiliated third party, under which the third party acquired the ICG Note. The terms and conditions of the ICG Note were not modified in connection with its acquisition by the third party. The principal amount of the ICG Note on the date of acquisition was approximately $1.2 million. As of September 27, 2025, the third party had converted approximately $1.2 million of the Company’s obligations under the ICG Note into 1.9 million shares of the Company’s common stock. As of September 27, 2025 and December 28, 2024, the amount outstanding on the ICG Note was approximately $26,000 and $0.7 million, respectively.
Live Note
On February 7, 2024, the Company amended its outstanding related party promissory obligations (the “Live Note”) in favor of Live Ventures Incorporated (“Live”) to add a convertibility provision. In accordance with Nasdaq Rules, the per-share conversion price for each obligation, as amended, was set at $0.61, subject to standard adjustments for (i) stock dividends and splits, (ii) subsequent rights offerings, and (iii) pro rata distributions. The Company’s board of directors provided its final approvals of the amendments on February 7, 2024. On March 6, 2024, Live entered into a Note Purchase Agreement with another otherwise unaffiliated third party, under which the third party acquired the Live Note. The terms and conditions of the acquired Live Note were not modified in connection with its acquisition by the third party. The principal amount of the Live Note on the date of acquisition was approximately $1.0 million.
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As of September 27, 2025, the third party had converted $1.0 million of the Company’s obligations under the Live Note into approximately 1.6 million shares of the Company’s common stock. As of September 27, 2025 and December 28, 2024, the amount outstanding on the Live Note was $0 and $0.8 million.
Big/Small Debentures
On August 20, 2024, the Company entered into three Purchase Agreements with three otherwise unaffiliated third-party investors (the “Investors”), pursuant to which (1) one Investor agreed to purchase a unit (the “Unit”), consisting of (i) a non-convertible debenture in the principal amount of up to approximately $1.8 million (the “Big Debenture”), and (ii) a warrant (the “Big Warrant”) for the purchase of up to 400,000 shares of the Company’s Common Stock and (2) the two other Investors each agreed to purchase a Unit, consisting of (i) a non-convertible debenture in the principal amount of up to $404,454 (the “Small Debenture”, and, together with the Big Debenture, the “Debentures”) and (ii) a warrant (the “Small Warrant”, and, together with the Big Warrant, the “Warrants”) for the purchase of up 90,909 shares of Common Stock.

The Debentures are unsecured and subordinated to any existing or future debt. The Debentures bear interest at a rate of (i) 1% per month from and after August 20, 2024 (“Original Issue Date”) through and including October 31, 2024, (ii) 3% per month from and after November 1, 2024 through and including January 29, 2025, and (iii) 4% per month from and after January 30, 2025 through and including the date of repayment.

The Big Debenture was issued with an original issue discount (an “OID”) initially of $171,000, which OID can be expanded with up to two potential additions, the first in the amount of $171,000 and, thereafter, in the amount of $342,000, which OIDs will increase the principal amount owing on the Big Debenture. With the original OID, the initial principal amount owing under the Big Debenture is approximately $1.3 million; if, expanded, the principal amount would increase to approximately $1.4 million and, thereafter, potentially to approximately $1.8 million. The first potential increase in the Big Debenture OID would occur if the initial principal amount and interest accrued thereon is not paid in full on or before October 31, 2024. The second potential increase in the OID would occur if the initial principal amount (including the first potential increase in the OID) and interest accrued thereon is not paid in full on or before January 29, 2025.

The Small Debentures were issued with an OID initially of $38,863, which OID can be expanded with up to two potential additions, the first in the amount of $38,863 and, thereafter, in the amount of $77,728, which OIDs will increase the principal amount owing on the Small Debentures. With the original OID, the initial principal amount owing under a Small Debenture is $288,864; if, expanded, the principal amount would increase to $327,726 and, thereafter, potentially to $404,454. The first potential increase in the Small Debenture OID would occur if the initial principal amount and interest accrued thereon is not paid in full on or before October 31, 2024. The second potential increase in the OID would occur if the initial principal amount (including the first potential increase in the OID) and interest accrued thereon is not paid in full on or before January 29, 2025.

As of November 1, 2024, the first of the two additional OIDs was effective. The final maturity date for each of the Debentures is April 28, 2025.
The Big Warrant is exercisable, at an exercise price of 1.71 per share, as follows: (i) 100,000 shares of Common Stock as of Original Issue Date, (ii) contingently for an additional 100,000 shares of Common Stock as of October 31, 2024, if, as of such date, the Company has not repaid in full its obligations under the Big Debenture, and (iii) contingently for an additional 200,000 shares of Common Stock as of January 29, 2025, if, as of such date, the Company has not repaid in full its obligations under the Big Debenture. The Company and the holder of the Big Warrant reached an agreement, pursuant to which the term of the final tranche of the Big Warrant was extended to August 20, 2027, the number of underlying shares was reduced to 192,982 shares of Common Stock, and the exercise price of $1.71 per share was unchanged.

The Small Warrant is exercisable, at an exercise price of $1.71 per share, as follows: (i) 22,727 shares of Common Stock as of Original Issue Date, (ii) contingently for an additional 22,727 shares of Common Stock as of October 31, 2024, if, as of such date, the Company has not repaid in full its obligations under the Small Debenture, and (iii) 45,455 shares of Common Stock as of January 29, 2025, if, as of such date, the Company has not repaid in full its obligations under the Small Debenture.

As of November 1, 2024, the contingent second tranche of the Warrants vested.
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Except as disclosed with respect to the final tranche of the Big Warrant, each Investor is required to exercise the initial tranche of each Warrant within 15 days of the Original Issue Date. Upon the vesting of each contingent tranche of a Warrant vest, each Investor shall exercise such vested, contingent tranche within 15 days of the vesting of such contingent tranche. If the Company consummates any equity or debt financing before satisfying in full its obligations under the Debentures, then 50% of every net dollar received by the Company from any such financing transaction shall be paid by the Company to the holders of the Debentures, on a pro rata basis, as a mandatory pre-payment thereof. In the event the Company has repaid all sums owing under a Debenture to the Investor, except for an amount equal to any non-conditional OID, the Company has the right, not the obligation, to exercise the vested portion of the Warrant held by the Debenture holder through a set-off of any or all such unpaid OID, on a dollar-for-dollar basis. The Warrants also feature a “cashless” exercise provision. In lieu of making the cash payment otherwise contemplated to be made to the Company upon exercise of a Warrant in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of Common Stock determined according to a formula set forth in the Warrant.
During the quarter ended June 28, 2025, one of the two non-affiliated Investors exercised the remainder of the Small Warrant for a total of 45,455 shares (see Note 15). During the fourth quarter of the year ended December 28, 2024, the non-affiliated Investor exercised the Big Warrant for a total of 200,000 shares of the Company’s common stock, and the other two non-affiliated Investors exercised the Small Warrant for a total of 90,908 shares. Additionally, during the fourth quarter of the year ended December 28, 2024, these unaffiliated third-parties agreed to convert a portion their respective investment into Future Equity Agreements of the Company’s subsidiary, Alyea and, consequently, approximately $1.3 million was reclassified as non-controlling interest. During the 13 weeks ended June 28, 2025, the Company paid approximately $0.2 million, in principal and accrued interest, to one of the two non-affiliated Investors in settlement of its debt. As of September 27, 2025 and December 28, 2024, the outstanding balance due on the debentures was approximately $0.2 million and $0.5 million, respectively, consisting of principal and accrued interest.
Corporate Fixed Deposit Agreement
On September 19, 2024, ALT5 Subsidiary and an investor entered into a 12-month Corporate Fixed Deposit Agreement, pursuant to which ALT5 Subsidiary borrowed $1.5 million at an interest rate of 12% per annum, payable monthly, calculated on the then-unpaid principal amount. Upon maturity, ALT5 Subsidiary is obligated to repay the principal amount in full and any accrued and unpaid interest. The principal may be repaid in full, but not in part, with a pre-payment penalty equivalent to three month’s of interest. During the three months ended September 27, 2025, all outstanding principal and accrued interest was repaid in full. As of September 27, 2025 and December 28, 2024, the outstanding balance was approximately $0 and $1.5 million, respectively, consisting of principal and accrued interest.
Personal Fixed Deposit Agreement
On February 1, 2025, ALT5 Subsidiary and an investor entered into a 24-month Personal Fixed Deposit Agreement, pursuant to which ALT5 Subsidiary borrowed $0.5 million at an interest rate of 13% per annum, payable monthly, calculated on the then-unpaid principal amount. Upon maturity, ALT5 Subsidiary is obligated to repay the principal amount in full and any accrued and unpaid interest. The principal may be repaid in full, but not in part, with a pre-payment penalty equivalent to three month’s of interest. As of September 27, 2025, the outstanding balance was approximately $0.5 million.
Seller Notes
Effective on May 9, 2025, the Company and our indirect, wholly-owned second tier Canadian subsidiary entered into an agreement to purchase all of the outstanding capital stock of Mswipe, through its subsidiaries, offers multi-currency, fiat- and crypto-enabled payment card services (see Note 3). In connection with this transaction, the Company entered into promissory notes with the three sellers of Mswipe in the amount of $5.1 million, $0.7 million, and $0.4 million, respectively. The fair values assigned to the promissory notes, as calculated by a third-party firm, was approximately $4.7 million, $0.6 million, and $0.3 million, respectively. Each note bears interest at 3.99% per annum, and matures on June 29, 2026. As of September 27, 2025, the outstanding balance on the three notes was $4.9 million, $0.6 million, and $0.4, respectively.
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Note 15: Related Party Debt
Long-term debt payable to related parties as of September 27, 2025 and December 28, 2024 consisted of the following (in $000’s):
September 27,
2025		 December 28,
2024
Isaac Capital Group, 10.0% interest rate, matures December 31, 2024
 $ 30  $ 327 
Live Ventures Incorporated, 10.0% interest rate, matures December 31, 2024
 —  327 
Isaac Capital Group short-term demand advance 23  48 
Novalk Apps SAA, LLP short-term demand advance 100  110 
Total notes payable, related parties 153  812 
Less current portion (153) (812)
Total long-term notes payable, related parties $ —  $ — 
Total future maturities of long-term debt to related parties is as follows (in $000’s):
Twelve months ending September 27,
2026 $ 153 
Total future maturities of long-term debt, related parties $ 153 
Isaac Capital Group LLC
On February 7, 2024, the Company amended its outstanding related party promissory obligations (the “ICG Note”) in favor of ICG to add a convertibility provision. In accordance with Nasdaq Rules, the per-share conversion price was set at $0.61, subject to standard adjustments for (i) stock dividends and splits, (ii) subsequent rights offerings, and (iii) pro rata distributions. The Company’s board of directors provided its approvals of the amendments on February 7, 2024. On March 6, 2024, ICG entered into a Note Purchase Agreement with an otherwise unaffiliated third party, under which the third party acquired the ICG Note. The terms and conditions of the ICG Note were not modified in connection with its acquisition by the third party. The principal amount of the ICG Note on the date of acquisition was approximately $1.2 million. As of September 27, 2025, the third party had converted approximately $307,000 of the Company’s obligation under the ICG Note into 502,852 shares of the Company’s common stock. As of September 27, 2025 and December 28, 2024, the amount outstanding on the ICG Note was approximately $30,000 and $0.3 million, respectively (see Note 23).
On April 18, 2024, ICG made a short-term demand advance to the Company in the amount of $0.1 million. The advance bears interest at a rate of 10% per annum until repaid. As of September 27, 2025 and December 28, 2024, the principal amount outstanding was $23,000 and $48,000, respectively (see Note 23).
Live Ventures Incorporated
On February 7, 2024, the Company amended its outstanding related party promissory obligations (the “Live Note”) in favor of Live Ventures to add a convertibility provision. In accordance with Nasdaq Rules, the per-share conversion price for each obligation, as amended, was set at $0.61, subject to standard adjustments for (i) stock dividends and splits, (ii) subsequent rights offerings, and (iii) pro rata distributions. The Company’s board of directors provided its final approvals of the amendments on February 7, 2024. On March 6, 2024, Live Ventures entered into a Note Purchase Agreement with another otherwise unaffiliated third party, under which the third party acquired the Live Note. The terms and conditions of the acquired Live Note were not modified in connection with its acquisition by the third party. The principal amount of the Live Note on the date of acquisition was approximately $1.0 million. As of September 27, 2025 and December 28, 2024, the amount outstanding on the Live Note was approximately $0 and $0.3 million, respectively (see Note 23).
Novalk Apps SAA, LLP
On May 28, 2024 and June 3, 2024, Novalk Apps SAA, LLP (“Novalk”) made short-term demand advances in the amount of $120,000 and $100,000, respectively, to the Company. The advances bears interest at a rate of 10% per annum until repaid. As of September 27, 2025 and December 28, 2024, the principal amount outstanding was approximately $0.1 million (see Note 20).
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Note 16: Commitments and Contingencies
Litigation
SEC Complaint
On August 2, 2021, the U.S. Securities and Exchange Commission (“SEC”) filed a civil complaint (the “SEC Complaint”) in the United States District Court for the District of Nevada naming the Company and one of its former executive officers, Virland Johnson, the Company's former Chief Financial Officer, as defendants (collectively, the “Defendants”). Pursuant to an agreed-upon Order of the Court, on May 28, 2024, the Company settled its litigation with the SEC. The Settlement Agreement provided, in pertinent part: “Without admitting or denying the allegations of the complaint (except as provided herein in paragraph 12 and except as to personal and subject matter jurisdiction, which [the Company] admits), [the Company] hereby consents to the entry of the final Judgment in the form attached hereto (the “Final Judgment”) and incorporated by reference herein, which, among other things: “(a) permanently restrains and enjoins [the Company] from violation of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder [15 U.S.C. § 78j(b) and 17 C.F.R. §§ 240.10b-5]; and (c)[sic] orders [the Company] to pay a civil penalty in the amount of $250,000 under Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)).” The SEC has agreed to accept four quarterly payments from the Company, each in the amount of $62,500. The balance remaining on the payments to the SEC was $250,000 as of September 27, 2025. The Settlement Agreement is attached to the Order as Exhibit 1, both of which documents may be viewed at https://ecf.nvd.uscourts.gov/doc1/115110470966.

The SEC Complaint's remaining allegations relate to financial, disclosure and reporting violations against the former executive officer under Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5. The SEC Complaint also alleges various claims against the former executive officer under Sections 13(a), 13(b)(2)(A), 13(b)(2)(B) and 13(b)(5) of the Exchange Act and Rules 12b-20, 13a-1, 13a-13, 13a-14, 13b2-1, and 13b2-2. The SEC continues to seek a permanent injunction, civil penalties, and an officer-and-director bar against the former executive officer. The foregoing is only a general summary of the SEC Complaint, which may be accessed on the SEC’s website at https://www.sec.gov/litigation/litreleases/2021/lr25155.htm.
Sieggreen
In a matter pending in the United States District Court for the District Of Nevada, Case No. 2:21-cv-01517-CDS-EJY, styled as Sieggreen, Individually and On Behalf of All Others Similarly Situated, Plaintiff, v. Live Ventures Incorporated, Jon Isaac, and Virland A. Johnson, Defendants, the Company was added as a defendant on March 6, 2023, and was served on March 23, 2023. Plaintiff has alleged causes of action against the Company for (i) violation of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder and (ii) violation of Section 10(b) of the Securities Exchange Act of 1934 and Rules 10b-5(a) and 10b-5(c) promulgated thereunder. In June 2023 the Company filed a Motion to Dismiss, which the Court granted with leave for Plaintiffs to file a second amended complaint. Plaintiffs filed their Second Amended Complaint on October 31 2024. On December 16, 2024, the Company filed a Motion to Dismiss the Second Amendment Complaint, which the Court denied by Order dated September 30, 2025. The Company filed its Answer to the Second Amended Complaint on December 1, 2025. The Company strongly disputes and denies the allegations contained in the Second Amended Complaint and will continue to defend itself vigorously against the claims.
Main/270
The Company is a defendant in an action filed on April 11, 2022, in the U.S. District Court Southern District of Ohio, Eastern Division, styled, Trustees Main/270, LLC, Plaintiff, vs ApplianceSmart, Inc. and JANONE, Inc., Defendant, Case No.: 2:22-cv-01938-ALM-EPD. The Company was a guarantor of the lease between the Plaintiff and ApplianceSmart, Inc. Plaintiff alleged a cause of action against the Company in respect of the guaranty and seeks approximately $90,000 therefor. Plaintiff also seeks approximately $1,420,000 against ApplianceSmart and the Company on a joint and several basis. Trial has already been conducted in this case. ALT5 Sigma is awaiting the judge’s decision.The Company does not believe that it is obligated to Plaintiff in that amount and the parties continue to negotiate a potential settlement. On On October 3, 2025, the Court entered a final judgment against ALT5 Sigma for $1.3 million plus pre‑ and post‑judgment interest. On November 3, 2025, the Company timely filed an appeal with the United States Court of Appeals for the Sixth Circuit, and that appeal remains pending.
Gulf Coast Bank and Trust vs. ALT5 Sigma Corporation, et al.
Alt5 Sigma posted a $900,000 cash bond with the Court that is earning interest. Plaintiff seeks the payment of outstanding amounts related to a loan guarantee that existed for a prior subsidiary, ARCA Recycling Inc., in the amount of approximately $1.6 million, inclusive of principal, interest, and attorneys’ fees to date. ALT5 Sigma believes that Gulf Coast did not collect accounts receivable, inventory, and equipment of the prior subsidiary, as debtor, in a commercially reasonable manner, which resulted in substantial loss of collateral value.
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Experts were designated by July 31, 2025, and their depositions are being scheduled for the month of August. Both sides have already taken non-expert depositions. Trial is not yet set, but is expected sometime in 2026. Venue is Hennepin County, Minnesota. Subsequent to September 27, 2025, the parties reached a settlement agreement under which the Company agreed to pay the Plaintiff a total of $975,000, funded through the $900,000 cash bond and a $75,000 cash payment completed on December 1, 2025.
Virland Johnson Bankruptcy
On August 14, 2025, the Company received a Summons and Complaint in an Adversary Proceeding (the “Complaint”) filed on August 6, 2025 in connection with the Chapter 7 bankruptcy proceeding titled In re Virland Johnson, No. 2:24-bk-00226-BKM, pending in the United States Bankruptcy Court for the District of Arizona and involving the Company’s former Chief Financial Officer, Virland Johnson. The Complaint alleges that Mr. Johnson had been awarded in October 2023 restricted stock units entitling him to receive 329,294 shares of the Company’s common stock under the Company’s 2023 Equity Incentive Plan. According to the Complaint, Mr. Johnson did not disclose the existence of the stock award in his January 11, 2024 Chapter 7 bankruptcy petition or accompanying disclosure schedules. The Complaint alleges that the common stock may not have been delivered to Mr. Johnson, may have been assigned by Mr. Johnson to the Company or another unknown assignee, may have been sold by Mr. Johnson, or may even continue to be held by Mr. Johnson. Through the Complaint, the U.S. Trustee seeks to recover the common stock or, if it is no longer available, the equivalent value from the Company on behalf of the bankruptcy estate. On September 30, 2025 the Company filed its Answer to the Complaint and denied the allegations of any wrongdoing by the Company. The Company disputes the allegations concerning the Company and will vigorously defend itself against the claims.
First Capital Consulting, Inc. DBA Trusaic vs. ALT5 Sigma Corporation
Trial is scheduled to start on June 29, 2026. Plaintiff is seeking $97,696, plus costs and interest, against ALT5 Sigma for unpaid obligations of entities that no longer exist or do not have any assets, i.e., ARCA Recycling Inc. and Customer Connexx LLC. Plaintiff alleges that ALT5 Sigma, as the parent company at the time, should be responsible for the fees. ALT5 Sigma believes that it is not responsible for the fees, as the unpaid services were provided for the two subsidiaries and not for the corporate parent. Venue is Los Angeles County, California.
Judgment in Rwanda
ALT 5 Sigma Canada Inc., an indirect second-tier subsidiary of the Company, is the subject of certain legal proceedings in the Rwanda judicial system stemming from issues that allegedly occurred in 2023, prior to the Company's acquisition of ALT 5 Sigma Canada Inc. At stake in those proceedings is US$3.5 million of ALT 5 Sigma Canada Inc.'s funds that are held on deposit in its account at I&M Bank in Rwanda. On May 7, 2025, the Intermediate Court of Nyarugenge, Rwanda, rendered findings and a decision that ALT 5 Sigma Canada Inc. was guilty of the offense of inability to justify the origin of assets (the US$3.5 million) and money laundering, but not guilty of forming or joining a criminal association and that the the US$3.5 million be permanently forfeited and deposited into the Rwandan State Treasury. The Intermediate Court also ordered that ALT 5 Sigma Canada Inc. be dissolved. A co-defendant in those proceedings is Mr. Andre Beauchesne, who was ALT 5 Sigma Canada Inc.’s principal in 2023. The Intermediate Court sentenced Mr. Beauchesne to seven years of imprisonment because he did not attend the court proceedings and did not present a defense, along with fining him the sum of USD 517,131.5625. On June 6, 2025, ALT 5 Sigma Canada Inc. and Mr. Beauchesne appealed the Intermediate Court's decision to the High Court of Kigali, Rwanda, and, as of the date of this Quarterly Report, the matter remains under judicial review. In the appeal, ALT 5 Sigma Canada Inc. and Mr. Beauchesne dispute the findings of the Intermediate Court, reiterate and continue to maintain that each was a victim of fraud and that ALT 5 Sigma Canada Inc. should regain access to the funds that belong to it (US$3.5 million). None of ALT 5 Sigma Canada Inc.’s customers was impacted by the Intermediate Court's decision for confiscation of the funds. Although no assurance can be given as to the outcome of the appeal, the Company and ALT 5 Sigma Canada Inc. are actively pursuing all available legal remedies to protect their interests and those of their stakeholders. In connection with the Intermediate Court’s Rwanda decision and pending the outcome of the appeal, the Company has recorded a US$3.5 million allowance on its condensed consolidated balance sheets.
Other Commitments
On December 30, 2017, the Company disposed of its retail appliance segment and sold ApplianceSmart to Live Ventures, a related party. In connection with that sale, as of January 1, 2022, the Company accrued an aggregate amount of future real property lease payments of approximately $767,000 which represented amounts guaranteed or which may have been owed under certain lease agreements to three third party landlords in which the Company either remained the counterparty, was a guarantor, or had agreed to remain contractually liable under the lease (“ApplianceSmart Leases”).
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A final decree was issued by the court on February 28, 2022, upon the full satisfaction of the Plan, at which time ApplianceSmart emerged from Chapter 11. During the year ended December 28, 2024, the Company reversed approximately $637,000 of the accrual, as the Company is no longer liable for two of these guarantees upon ApplianceSmart's emergence from bankruptcy. As of December 28, 2024, a balance of approximately $130,000 remains as an accrued liability due to an ongoing dispute concerning one of the leases. The Company and Live Ventures have agreed to divide in half between them any ultimate balance owing thereunder and any attorneys’ fees expended in relation thereto.
The Company is party from time to time to other ordinary course disputes that we do not believe to be material to our financial condition as of September 27, 2025.
Note 17: Registered Direct Offering
Registered Direct Offering
On or about August 12, 2025, the Company entered into securities purchase agreements (the “Registered Offering Purchase Agreements”) with certain institutional investors, pursuant to which the Company agreed to issue to the Purchasers (as defined therein), in a registered direct offering (the “Registered Offering”), an aggregate of 100,000,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a purchase price of $7.50 per share.
The Company intends to use up to $10.0 million of the net proceeds from the Registered Offering to settle existing litigation, pay existing debt, and fund the Company’s existing business operations. The balance of the net proceeds was used to fund the acquisition of $WLFI tokens from World Liberty Financial, Inc. (the “Lead Investor”), pursuant to a Token Purchase Agreement, and the establishment of the Company’s cryptocurrency treasury operations. The shares of Common Stock issued in the Registered Offering were issued pursuant to a prospectus supplement, which was filed with the SEC on August 11, 2025, in connection with a takedown from the Company’s shelf registration statement on Form S-3, as amended, (File No. 333-289176), which was declared effective by the SEC on August 8, 2025.
Private Placement Offering
Also, on August 12, 2025, the Company consummated transactions resulting from a Securities Purchase Agreement (the “Private Placement Purchase Agreement” and, together with the Registered Offering Purchase Agreements, the “Purchase Agreements”), with the Lead Investor, pursuant to which the Company received $750 million of $WLFI tokens and issued to the Lead Investor, in a concurrent private placement (the “Private Placement” and together with the Registered Offering, the “Offerings”), 1,000,000 shares of Common Stock at a purchase price of $7.50 per share (the “PIPE Shares”), and pre-funded warrants (the “PIPE Pre-Funded Warrants”) to purchase up to 99,000,000 shares of Common Stock at a purchase price of $7.499 per PIPE Pre-Funded Warrant (the “PIPE Pre-Funded Warrant Shares”). Each of the PIPE Pre-Funded Warrants is exercisable for one share of Common Stock at an exercise price of $0.001 per share. The PIPE Pre-Funded Warrants were not exercisable until the Company had (i) obtained stockholder approval to allow the issuance of shares underlying the PIPE Pre-Funded Warrant in excess of 19.99% of the shares of common stock outstanding immediately prior to the execution of the Purchase Agreement (the “Exchange Cap”) and (ii) filed an amendment to its Articles of Incorporation to increase the number of authorized shares of common stock (the “Amendment”), both of which occurred in October 2025. Accordingly, the PIPE Pre-Funded Warrants may be exercised at any time until all have been exercised in full, subject to certain contractual beneficial ownership limitations.
Pursuant to the Private Placement Purchase Agreement, the Lead Investor was issued Common Stock Purchase Warrants (the “Lead Investor Warrants”) to purchase up to 10% of the number of shares of common stock or pre-funded warrants sold in the offering, or 20 million shares of common stock. The Lead Investor Warrants are exercisable for (i) 8,000,000 shares of Common Stock at an exercise price of $7.50 per share of Common Stock; (ii) 4,000,000 shares of Common Stock at an exercise price of $8.25 per share of Common Stock; (iii) 4,000,000 shares of Common Stock at an exercise price of $9.00 per share of Common Stock; and (iv) 4,000,000 shares of Common Stock at an exercise price of $9.75 per share of Common Stock, subject to adjustment. The issuance of the shares of Common Stock underlying the Lead Investor Warrants (the “Lead Warrant Shares”) was also subject to stockholder approval of the Exchange Cap and the Amendment, which, as noted above, occurred in October 2025.
The issuance and sale of the PIPE Shares, the PIPE Pre-Funded Warrants, the Lead Investor Warrants, and the Lead Investor Shares (collectively, the “PIPE Securities”) were not registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The PIPE Securities were, or will be, as relevant, issued in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder for transactions not involving a public offering.
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Pursuant to the terms of the Registration Rights Agreement (as defined herein), the Company is required to file a registration statement providing for the resale of the PIPE Securities within 15 days of the closing of the Private Placement. As of the date of this Quarterly Report, the registration statement has not yet been filed.
The Registered Offering is resulted in gross proceeds of $750 million and the Private Placement resulted in the receipt of $750 million of WLFI tokens, in each case before deducting placement agent commissions and other offering expenses. The closing of the Offerings occurred on August 12, 2025.
Pursuant to the Purchase Agreements, the Company has agreed not to issue, enter into any agreement to issue, or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock equivalents, or file any registration statement or any amendment or supplement thereto, for a period of thirty (30) days after the initial registration statement was declared effective, subject to certain customary exceptions, including the use of the Sales Agreement (as defined herein), without the consent of the Purchasers, the Lead Investor, and the Placement Agent.
Placement Agency Agreements
The Company entered into a Placement Agency Agreement with A.G.P./Alliance Global Partners (the “Placement Agent”), dated August 11, 2025, pursuant to which the Placement Agent acted as the exclusive placement agent for the Company in connection with the Registered Offering (the “RD Placement Agency Agreement”). Pursuant to the RD Placement Agency Agreement, the Company paid the Placement Agent a cash fee of 3% of the gross proceeds from the Registered Offering and issued to the Placement Agent (or its designees) warrants to purchase that number of shares of Common Stock equal to 3% of the securities sold in the Registered Offering, which are exercisable beginning 180 days following the closing date, and have an initial exercise price per share of Common Stock of $8.25 (the “Placement Agent Warrants”). In addition, the Company reimbursed the Placement Agent for up to $475,000 of its fees and expenses, and up to $10,000 in non-accountable expenses, in connection with the Registered Offering.
The Company also entered into a Placement Agency Agreement with the Placement Agent, dated August 11, 2025, pursuant to which the Placement Agent acted as the exclusive placement agent for the Company in connection with the Private Placement (the “PIPE Placement Agency Agreement”). Pursuant to the PIPE Placement Agency Agreement, the Company paid the Placement Agent (or its designees) a cash fee of (i) $6.5 million for all tokens paid for the securities sold in the Private Placement in excess of $500 million and (ii) 3% of the gross proceeds of cash paid for the securities sold in the Private Placement Offering by the Placement Agent, and issued to the Placement Agent, Placement Agent Warrants equal to 3% of the securities sold in the Private Placement, which are exercisable beginning 180 days following the closing date, and have an initial exercise price per share of Common Stock of $8.25. In addition, the Company reimbursed the Placement Agent for up to $475,000 of its fees and expenses, and up to $10,000 in non-accountable expenses, in connection with the Private Placement.
The issuance of the Placement Agent Warrants and the shares of Common Stock underlying the Placement Agent Warrants (the “Placement Agent Warrant Shares”) will not be registered under the Securities Act or any state securities laws. The Placement Agent Warrant Shares will be issued in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder for transactions not involving a public offering.
The Placement Agency Agreement contains customary representations, warranties, and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties, and termination provisions.
On December 30, 2025, the Company entered into an agreement (the “Placement Agent Subsequent Agreement”) with the Placement Agent that modified certain of the terms of the Placement Agent Agreements. The parties agreed, subject to certain limitations, to extend the Placement Agent’s irrevocable right of first refusal to act as sole investment banker, sole book-runner, sole sales agent, and/or sole placement agent, at its sole discretion, for the Company's future public and private equity and debt offering, including all equity linked financings, through December 31, 2026, on terms customary to the Placement Agent. The fee tail period, as provided in the Placement Agent Agreements, was also extended from August 12, 2026 through December 31, 2026. In connection with such extensions, the Placement Agent (i) paid the Company the sum of one million dollars and (ii) agreed that, once it has received one million dollars in fees paid to it by the Company with respect to any financing consummated during the extended right of first refusal period or in respect of the extended fee tail period, the Company may allocate 35% of the fees otherwise to be associated therewith to another bank and/or broker-dealer or, if no other bank or broker-dealer would be entitled to any such fees, then the Placement Agent will reduce its customary and reasonable fees associated therewith during such periods by 35%. The Company also generally released the Placement Agent from all claims or other obligations through the date of the Placement Agent Subsequent Agreement.
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In connection with the Placement Agent Subsequent Agreement, on December 26, 2025, the Company entered into an agreement with Keefe, Bruyette & Woods, Inc. (“KBW”), that superseded and terminated the parties’ May 14, 2025 and June 16, 2025, agreements, which provided that KBW would render certain financial advisory and investment banking services to the Company. Under this agreement, the Company agreed to pay to KBW the sum of three million dollars, one-third of which was paid on or about December 31, 2025 and the remaining amounts in equal payments on or before March 31, 2026 and May 31, 2026. KBW had asserted that it was due $37.8 million in advisory fees connection with the Registered Offering and the Private Placement. The parties also generally released each other from all claims or other obligations in respect of the May 14, 2025 and June 16, 2025 agreements and any transactions related thereto.
Registration Rights Agreement
On or about August 11, 2025, the Company and the Lead Investor entered into a Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which the Company agreed to file a registration statement (the “Resale Registration Statement”), providing for the resale of the PIPE Securities within 15 days of the closing of the Private Placement, to have such registration statement declared effective with 30 days of the filing date (or 60 days, if the SEC conducts a full review) (the date of such effectiveness, the “Effective Date”), and to maintain the effectiveness of such registration statement. As of the date of this Quarterly Report, the registration statement has not yet been filed.
Asset Management Agreement
Further, on or about August 11, 2025 (the “AMA Commencement Date”), the Company entered into an Asset Management Agreement (the “Asset Management Agreement”) with Kraken (the “Asset Manager”), pursuant to which the Asset Manager agreed to provide discretionary investment management services with respect to the Company’s cryptocurrency treasury. The term of the Asset Management Agreement was for thirty (30) days renewable upon the mutual consent of the parties. The Asset Manager received a nominal fee as compensation for its services under the Asset Management Agreement, which was not renewed.
Lock-Up Agreements
Pursuant to the Purchase Agreements, the Company will not issue, enter into any agreement to issue, or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock equivalents, or file any registration statement or any amendment or supplement thereto, for a period of 30 days after the Effective Date, subject to certain customary exceptions, including the use of the Sales Agreement (as defined herein), without the consent of the Purchasers, the Lead Investor and the Placement Agent.
In addition, each of the Company’s directors and executive officers are subject to a lock-up agreement, which prohibits them from offering for sale, pledging, announcing the intention to sell, selling, contracting to sell, granting any option, right or warrant to purchase, or otherwise transferring or disposing of, 50% of their shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock for a period of 90 days following the Effective Date and the remaining 50% upon the later of ninety (90) days after the Effective Date or the effective date of the Stockholder Approval. It is contemplated that the lock-up agreements will not prohibit our directors and executive officers and the selling stockholder from transferring shares of our common stock for bona fide estate or tax planning purposes, subject to certain requirements, including that the transferee be subject to the same lock-up terms.
Note 18: Stockholders’ Equity
Common Stock: Our Articles of Incorporation authorize 2.0 billion shares of common stock that may be issued from time to time having such rights, powers, preferences and designations as the Board of Directors may determine. During the 13 weeks ended September 27, 2025 and September 28, 2024, no shares of common stock were issued in lieu of professional services.
During the third quarter ended September 27, 2025, the Company converted 3,200 shares of its Series M Convertible Preferred stock for 90,000 shares of its common stock.
In connection with the Registered Direct Offering, the Company issued 100,000,000 shares of its common stock. The Company also issued 1,000,000 shares of its common stock to the lead investor pursuant to the Private Placement Purchase Agreement (see Note 17).
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During the third quarter ended September 27, 2025, the Company issued 330,000 shares of its common stock to a non-affiliated third-party in exchange for brokerage services rendered.
During the third quarter ended September 27, 2025, the Company issued 145,000 restricted stock units to 11 individuals from the Company’s 2024 Equity Incentive Plan. The aggregate value of the shares at issuance was approximately $1.3 million.
During the third quarter ended September 27, 2025, the Company issued 10,000 restricted stock units to one individual from the Company’s 2024 Equity Incentive Plan. The aggregate value of the shares at issuance was approximately $79,000.
During the third quarter ended September 27, 2025, the Company issued 400,000 restricted stock units to Peter Tassiopoulos, the Company’s former Chief Executive Officer, from the Company’s 2024 Equity Incentive Plan. The aggregate value of the shares at issuance was approximately $2.4 million.
During the third quarter ended September 27, 2025, pursuant to the terms and conditions of a related party promissory note, the Company converted approximately $1.2 million of obligations into approximately 1.8 million shares of the Company's common stock (see Note 15).
During the third quarter ended September 27, 2025, pursuant to the terms and conditions of a related party promissory note, the Company converted approximately $0.4 million of obligations into approximately 0.6 million shares of the Company's common stock (see Note 15).
During the third quarter ended September 27, 2025, the Company issued 1.2 million shares of its common stock to a non-affiliated third-parties for warrants exercised.
During the second quarter ended June 28, 2025, the Company issued 100,000 shares of its common stock to one individual under the Company’s 2023 Equity Incentive Plan. The aggregate value of the shares at issuance was approximately $605,000.
During the second quarter ended June 28, 2025, the Company issued 17,511 shares of its common stock to a non-affiliated third-party in exchange for brokerage services rendered.
During the second quarter ended June 28, 2025, the Company issued an aggregate of 700,000 restricted stock units to Tony Isaac, the Company’s President. 350,000 of the restricted stock units were issued from the Company’s 2024 Plan and 350,000 were issued from the Company’s 2023 Plan. The aggregate value of the shares at issuance was approximately $1.4 million.
During second quarter ended June 28, 2025, pursuant to the terms and conditions of a related party promissory note, the Company converted approximately $323,000 of obligations into 529,161 shares of the Company's common stock (see Note 15).
During second quarter ended June 28, 2025, pursuant to the terms and conditions of a related party promissory note, the Company converted approximately $306,000 of obligations into 502,852 shares of the Company's common stock (see Note 15).
On May 15, 2025, pursuant to the terms and conditions of a promissory note, the Company converted approximately $91,500 of obligations into 150,000 shares of the Company's common stock (see Note 14).
On May 9, 2025, the Company acquired Mswipe. As consideration under the acquisition, the Company issued 1,000,000 shares of its common stock to the sellers of Mswipe (see Note 3).
On May 2, 2025, the Company entered into a licensing agreement with a non-affiliated third-party, pursuant to which the third-party will provide software licensing and support to the Company. In connection with the agreement, the Company issued to the third-party 300,000 shares of its common stock.
During the first quarter ended March 29, 2025, the Company issued 45,455 shares of its common stock related to the exercise of warrants under the Small Debenture (see Note 14).
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On May 4, 2024, the Company entered into an Asset Purchase Agreement for the purchase of specified assets of an unaffiliated third-party. In connection with this transaction, the Company tendered 5,000 shares of the Company's Series V Convertible Preferred Stock. The conversion ratio of the Series V Convertible Preferred Stock is 1:120, meaning every one share of Series V Convertible Preferred Stock, if and when converted into shares of Common Stock shall convert into 120 shares of Common Stock. On March 12, 2025, the unaffiliated third-party exercised all tendered shares of Series V Convertible Preferred Stock into 600,000 shares of the Company’s common stock.
On January 15, 2025, the Company entered into a six-month consulting agreement with a non-affiliated third-party, pursuant to which the third-party will provide a variety of corporate advisory services related to investment banking matters to the Company. In connection with the agreement, on January 15, 2025, the Company issued to the third-party 15,499 shares of its common stock.
As of September 27, 2025, and December 28, 2024, there were 126,089,629 and 15,417,693 shares, respectively, of common stock issued and outstanding.
Equity Offerings: The Company’s 2024 Plan, which was adopted by the Board in November 2024 and approved by the stockholders at the 2024 annual meeting of stockholders, replaces the 2023 Plan, which replaced the 2016 Plan, which replaced the 2011 Plan. Under the 2024 Plan, the maximum aggregate number of shares, which may be subject to or delivered under Awards granted under the Plan is 2,800,000 shares. Awards may be in the form of a Stock Award, Option, Stock Appreciation Right, Stock Unit, or Other Stock-based Award granted in accordance with the terms of the respective Plan. During the 39 weeks ended September 27, 2025, there were 905,000 grants under the 2024 Plan, and the Company recognized approximately $4.6 million in share-based compensation expense related to RSU’s that were awarded and immediately vested.
The Company’s 2023 Plan, which was adopted by the Board in August 2023 and approved by the stockholders at the 2023 Annual Meeting of Stockholders, replaces the 2016 Plan, which replaced the 2011 Plan. Under the 2023 Plan, the maximum aggregate number of shares, which may be subject to or delivered under Awards granted under the Plan is two million (2,000,000) shares. Awards may be in the form of a Stock Award, Option, Stock Appreciation Right, Stock Unit, or Other Stock-based Award granted in accordance with the terms of the respective Plan. During the 13 weeks ended September 27, 2025 and September 28, 2024, respectfully, the Company recognized approximately $0.7 million and $0.3 million in share-based compensation expense related to RSU’s that were awarded and immediately vested.
The Company’s 2016 Plan authorizes the granting of awards in any of the following forms: (i) incentive stock options, (ii) nonqualified stock options, (iii) restricted stock awards, and (iv) restricted stock units, and expires on the earlier of October 28, 2026, or the date that all shares reserved under the 2016 Plan are issued or no longer available. On November 4, 2020, the Company amended the 2016 Plan to increase the issuance of common shares from 400,000 to 800,000. The vesting period is determined by the Board of Directors at the time of the stock option grant. As of September 27, 2025 and December 28, 2024, 20,000 and 100,000 options, respectively, were outstanding under the 2016 Plan.
The Company's 2011 Plan authorizes the granting of awards in any of the following forms: (i) stock options, (ii) stock appreciation rights, and (iii) other share-based awards, including but not limited to, restricted stock, restricted stock units or performance shares, and expired on the earlier of May 12, 2021, or the date that all shares reserved under the 2011 Plan are issued or no longer available. As of September 27, 2025 and December 28, 2024, 0 and 8,000 options, respectively, were outstanding under the 2011 Plan. No additional awards will be granted under the 2011 Plan.
The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. There were no stock options granted during the 13 weeks ended September 27, 2025.
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Additional information relating to all outstanding stock options is as follows:
Options
Outstanding 		Weighted
Average
Exercise
Price		 Aggregate
Intrinsic
Value		 Weighted
Average
Remaining
Contractual
Life
Outstanding at December 28, 2024 108,000 $ 5.03  $ 68  5.5
Outstanding at March 29, 2025 108,000 $ 5.03  $ 68  5.3
Cancelled/expired (88,000) $ 5.31 
Outstanding at June 28, 2025 20,000 $ 3.83  $ 86  5.2
Outstanding at September 27, 2025 20,000 $ 3.83  $ —  4.9
Exercisable at September 27, 2025 20,000 $ 3.83  $ —  4.9
The Company recognized $5.3 million and $0 in share-based compensation expense related to restricted stock units for the 13 weeks ended September 27, 2025 and September 28, 2024, respectively, and $5.9 million and $1.5 million for the 39 weeks ended September 27, 2025 and September 28, 2024, respectively.
As of September 27, 2025, the Company had no unrecognized share-based compensation expense associated with equity awards.
Series A-1 Convertible Preferred Stock
Shares of Series A-1 Preferred Stock are convertible into the Company’s common shares at a ratio of 20:1. 44,250 shares were converted during the 13 weeks ended September 27, 2025. As of September 27, 2025 and December 28, 2024, there were 0 and 23,480 shares of Series A-1 Convertible Preferred Stock outstanding, respectively.
Series B Preferred Stock
Series B Preferred Stock was issued in connection with the Company's acquisition of ALT5 Subsidiary (see Note 3), and are not convertible into any class or series of capital stock of the Company. As of September 27, 2025 and December 28, 2024, there were 34,207 shares of Series B Preferred Stock outstanding.
Series I Convertible Preferred Stock
Shares of Series I Preferred Stock are convertible into the Company’s common shares at a ratio of 100:1. No shares were converted during the 13 weeks ended September 27, 2025. As of September 27, 2025 and December 28, 2024, there were 17,000 shares of Series I Convertible Preferred Stock outstanding.
Series Q Convertible Preferred Stock
Shares of Series Q Preferred Stock are convertible into the Company’s common shares at a ratio of 1:1. 192,752 shares were converted during the 13 weeks ended September 27, 2025. As of September 27, 2025 and December 28, 2024, there were 732,460 and 925,212 shares of Series Q Convertible Preferred Stock outstanding, respectively.
Series S Preferred Stock
On December 28, 2022 the Company acquired Soin Therapeutics by way of merger. In connection with this transaction, with a potential value of up to $30 million, the Company tendered 100,000 shares of the Company's Series S Convertible Preferred Stock. Shares of Series S Convertible Preferred Stock are convertible into the Company’s common shares at a ratio of 1:1. No shares were converted during the 13 weeks ended September 27, 2025. As of September 27, 2025 and December 28, 2024, there were 100,000 shares of Series S Convertible Preferred Stock outstanding.
Series V Convertible Preferred Stock
Shares of Series V Preferred Stock are convertible into the Company’s common shares at a ratio of 120:1. During the 13 weeks ended September 27, 2025, all outstanding shares of Series V Preferred Stock were converted into 600,000 shares of the Company’s common stock (see above).
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As of September 27, 2025 and December 28, 2024, there were 0 and 5,000 shares of Series V Convertible Preferred Stock outstanding, respectively.

Note 19: Mezzanine Equity
During the year ended December 28, 2024, the Company reclassified approximately $2.7 million from mezzanine equity to current liabilities, and approximately $8.0 million from mezzanine equity to permanent equity. As of September 27, 2025, the outstanding balance in mezzanine equity was approximately $3.9 million.
Note 20: Earnings Per Share
Net income (loss) per share is calculated using the weighted average number of shares of common stock outstanding during the applicable period. Basic weighted average common shares outstanding do not include shares of restricted stock that have not yet vested, although such shares are included as outstanding shares in the Company’s Consolidated Balance Sheet. Diluted net income (loss) per share is computed using the weighted average number of common shares outstanding and if dilutive, potential common shares outstanding during the period. Potential common shares consist of the additional common shares issuable in respect of restricted share awards, stock options, warrants, and convertible preferred stock.
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The following table presents the computation of basic and diluted net income (loss) per share (in $000’s, except share and per–share data):
For the Thirteen Weeks Ended For the Thirty-Nine Weeks Ended
September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024
Continuing Operations
Basic
Net income (loss) from continuing operations $ 46,651  $ (435) $ 38,828  $ (1,087)
Weighted average common shares outstanding 72,887,313 12,805,718 35,662,862 10,030,608
Basic income (loss) per share from continuing operations $ 0.64  $ (0.03) $ 1.09  $ (0.11)
Diluted
Net income (loss) from continuing operations $ 46,651  $ (435) $ 38,828  $ (1,087)
Weighted average common shares outstanding 168,657,684 12,805,718 132,041,354 10,030,608
Diluted income (loss) per share from continuing operations $ 0.28  $ (0.03) $ 0.29  $ (0.11)
Discontinued Operations
Basic
Net income (loss) from discontinued operations $ 2,311  $ (387) $ (1,842) $ (1,290)
Weighted average common shares outstanding 72,887,313 12,805,718 35,662,862 10,030,608
Basic income (loss) per share from discontinued operations $ 0.03  $ (0.03) $ (0.05) $ (0.13)
Diluted
Net income (loss) from discontinued operations $ 2,311  $ (387) $ (1,842) $ (1,290)
Weighted average common shares outstanding 168,657,684 12,805,718 35,662,862 10,030,608
Diluted income (loss) per share from discontinued operations $ 0.01  $ (0.03) $ (0.05) $ (0.13)
Total
Basic
Net income (loss) $ 48,962  $ (822) $ 36,986  $ (2,377)
Weighted average common shares outstanding 72,887,313 12,805,718 35,662,862 10,030,608
Basic income (loss) per share $ 0.67  $ (0.06) $ 1.04  $ (0.24)
Diluted
Net income (loss) $ 48,962  $ (822) $ 36,986  $ (2,377)
Weighted average common shares outstanding 168,657,684 12,805,718 132,041,354 10,030,608
Diluted (loss) income per share $ 0.29  $ (0.06) $ 0.28  $ (0.24)
Potentially dilutive securities totaling approximately 108,000 were excluded from the calculation of diluted earnings per share for the 39 weeks ended September 28, 2024 because the effects were anti-dilutive.
Note 21: Income Taxes
The Company recorded an income tax expense from continuing operations of approximately $12.1 million and an income tax benefit in the amount of approximately $0.4 million for the 13 weeks ended September 27, 2025 and September 28, 2024, respectively, and an income tax benefit from discontinued operations of approximately $4.4 million and $0.1 million for the 13 weeks ended September 27, 2025 and September 28, 2024, respectively. The Company recorded an income tax expense from continuing operations of approximately $11.9 million and an income tax benefit of approximately $3.1 million for the 39 weeks ended September 27, 2025 and September 28, 2024, respectively, and an income tax benefit from discontinued operations of $1.4 million and $0.3 million for the 39 weeks ended September 27, 2025 and September 28, 2024, respectively. The Company’s overall effective tax rate was 22.2% and 59.2% for the 39 weeks ended September 27, 2025 and September 28, 2024, respectively.
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The effective tax rates and related provisional tax amounts vary from the U.S. federal statutory rate primarily due to state taxes and certain non-deductible expenses.
Note 22: Segment Information
The Company operates within targeted markets through three reportable segments for continuing operations: Fintech, Biotech, and Corporate and Other. The Biotech segment is being presented as discontinued operations for the 13 and 39 weeks ended September 27, 2025 and September 28, 2024 (see Note 4).
The following tables present the Company's segment information for the 13 and 39 weeks ended September 27, 2025 and September 28, 2024 (in $000's):
Thirteen Weeks Ended Thirty-Nine Weeks Ended
September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024
Revenues
Fintech $ 7,575  $ 4,941  $ 19,467  $ 7,110 
Corporate and other —  —  —  — 
Discontinued operations —  —  —  — 
Total Revenues $ 7,575  $ 4,941  $ 19,467  $ 7,110 
Gross profit
Fintech $ 2,623  $ 2,361  $ 7,989  $ 3,459 
Corporate and other —  —  —  — 
Discontinued operations —  —  —  — 
Total Gross profit $ 2,623  $ 2,361  $ 7,989  $ 3,459 
Operating loss
Fintech $ (4,420) $ 353  $ (5,862) $ 614 
Corporate and other (12,119) (1,085) (14,402) (4,930)
Discontinued operations (2,049) (489) (3,246) (1,627)
Total Operating loss $ (18,588) $ (1,221) $ (23,510) $ (5,943)
Depreciation and amortization
Fintech $ 894  $ 536  $ 2,456  $ 715 
Corporate and other —  —  —  — 
Discontinued operations 322  438  1,447  1,604 
Total Depreciation and amortization $ 1,216  $ 974  $ 3,903  $ 2,319 
Interest expense (income), net
Fintech $ 479  $ 110  $ 1,251  $ 267 
Corporate and other 360  (363) 858  (272)
Discontinued operations —  —  —  — 
Total Interest expense (income), net $ 839  $ (253) $ 2,109  $ (5)
Net loss before income taxes
Fintech $ (1,626) $ 558  $ (6,734) $ 1,408 
Corporate and other 60,360  (1,408) 57,498  (5,601)
Discontinued operations (2,049) (489) (3,246) (1,627)
Total Net income (loss) before income taxes $ 56,685  $ (1,339) $ 47,518  $ (5,820)
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Note 23: Related Parties
Shared Services
Tony Isaac, the Company’s President, is the father of Jon Isaac, President and Chief Executive Officer of Live Ventures and managing member of Isaac Capital Group LLC (“ICG”). Tony Isaac is also a member of the Board of Directors of Live Ventures. The Company shares certain executive, accounting and legal services with Live Ventures. The total services shared were approximately $31,000 and $44,000 for the 13 weeks ended September 27, 2025 and September 28, 2024, respectively, and $117,000 and $145,000 for the 39 weeks ended September 27, 2025 and September 28, 2024, respectively. ALT5 rents approximately 9,900 square feet of office space from Live Ventures in Las Vegas, Nevada.
Notes with Live Ventures and ICG
On February 7, 2024, the Company entered into a promissory notes with each of Live Ventures and ICG. The initial principal amount of each note is $300,000, with an interest rate of 10% per annum. At the Company’s option, the obligation under each note is convertible after the six-month anniversary thereof at a per-share conversion price of $0.61, subject to standard adjustments for (i) stock dividends and splits, (ii) subsequent rights offerings, and (iii) pro rata distributions. The Company’s board of directors approved the issuance of the two notes on February 7, 2024. As of September 27, 2025 and December 28, 2024, the balances outstanding on the Live Ventures and ICG promissory notes were approximately $0 and $30,000, respectively, consisting of principal and accrued interest (see Note 15).
Short-Term Advances
On April 18, 2024, ICG made a short-term demand advance to the Company in the amount of $0.1 million. The advance bears interest at a rate of 10% per annum until repaid. As of September 27, 2025 and December 28, 2024, the principal amount outstanding was $23,000 and $48,000, respectively (see Note 15).
On May 28, 2024 and June 3, 2024, Novalk Apps SAA, LLP made short-term demand advances in the amount of $120,000 and $100,000, respectively, to the Company. Juan Yunis, an employee of Live Ventures, is the managing member of Novalk. The advances bears interest at a rate of 10% per annum until repaid. As of September 27, 2025 and December 28, 2024, the principal amount outstanding was $0.1 million (see Note 15).
Note 24: Subsequent event
The Company has evaluated subsequent events between September 27, 2025 and the filing of this Form 10-Q, and determined that there have been no events that have occurred that would require adjustments to disclosures in its condensed consolidated financial statements except as otherwise disclosed in the Company’s Current Reports on Form 8-K filed from and after that date and the filing of this 10-Q.


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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. Dollars stated in thousands, except per–share amounts.
Forward-Looking and Cautionary Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which involve risks and uncertainties. You can identify forward-looking statements because they contain words such as ‘‘believes,’’ ‘‘expects,’’ ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘seeks,’’ ‘‘approximately,’’ ‘‘intends,’’ ‘‘plans,’’ ‘‘estimates’’ or ‘‘anticipates’’ or similar expressions that concern our strategy, plans or intentions. Any statements we make relating to our future operations, performance and results, and anticipated liquidity are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those we expected. We derive most of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, including, without limitation, in conjunction with the forward-looking statements included in this Form 10-Q, are disclosed in “Item 1-Business, Item 1A – Risk Factors” of our Form 10-K and Part II, Item 1A of this Form 10-Q.
We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. Our MD&A should be read in conjunction with our Form 10-K (including the information presented therein under the caption Risk Factors), together with our Quarterly Reports on Forms 10-Q and other publicly available information. All amounts herein are unaudited.
Our Company
Through our Fintech segment, we provide next generation blockchain-powered technologies to enable a migration to a new global financial paradigm, and, through our Biotechnology segment, we are focused on finding treatments for conditions that cause chronic pain and bringing to market drugs with non-addictive and non-sedative pain-relieving properties.
During the periods disclosed in this Quarterly Report, we operated three reportable segments:
Fintech
Our Fintech segment provides next generation blockchain-powered technologies for tokenization, trading, clearing, settlement, payment, and safe-keeping of digital assets
Biotechnology
Our Biotechnology segment is focused on finding treatments for conditions that cause severe pain and bringing to market drugs with non-addictive pain-relieving properties. We have previously announced our intention to capitalize a subsidiary with certain of our biotechnology assets, acquire an additional biotechnology asset, and then engage in a financing of that subsidiary. The short-term intended result of that series of transactions would be for to decouple it from us so that it would operate on a stand-alone basis. The Biotech segment is being presented as discontinued operations for the 13 and 26 weeks ended September 27, 2025 and September 28, 2024 (see Note 4 of our Condensed Consolidated Financial Statements).
Corporate and Other
In August 2025, the Company closed a transformative $1.5 billion registered direct offering and concurrent private placement – led by World Liberty Financial, Inc. – specifically to launch our WLFI Treasury Strategy. This "capital with a purpose" financing positioned ALT5 as one of the most significant institutional holders of WLFI, securing a meaningful stake in the native governance and utility token of the World Liberty Financial ecosystem.
We view WLFI as a scarce, governance-enabled digital asset with long-term capital preservation and appreciation potential, inflation-hedging characteristics, and embedded productivity through protocol participation and revenue-sharing mechanisms.
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With a fixed maximum supply of 100 billion tokens, WLFI powers decentralized lending, borrowing, staking, and governance within a rapidly growing DeFi platform.
A core driver of WLFI’s value is its economic linkage to USD1, the ecosystem’s flagship U.S. dollar-pegged stablecoin. Issued on a fully reserved, audited, and redeemable basis, USD1 aims to establish itself a a primary medium of exchange for institutions and consumers alike. Increased adoption of USD1 directly accrues value to WLFI holders through protocol fees, governance rights, and ecosystem growth.
The Company is uniquely positioned to accelerate real-world utility for WLFI by integrating it into our existing payment and trading infrastructure, which already serves clients in North America, Europe, and Asia. Our vision includes collaborating with WLFI to help enable everyday commerce – such as retailers accepting WLFI or USD1, with instant fiat conversion, cross-border B2B settlements, and tokenized assets settled using WLFI and/or USD1 as the medium of exchange.
Our policy remains a committed long-term “HODL” approach, with future acquisitions funded through operating cash flows, structured debt, and selective capital raises. Sales are restricted to liquidity requirements or material portfolio rebalancing events.
Our Corporate and Other segment consists of WLFI assets, including any additions, redemptions, or mark‑to‑market changes in value, are recorded within the Company’s Corporate and Other segment.
Our Corporate and Other segment also consists of certain corporate general and administrative costs.
Adjusted EBITDA
We evaluate the performance of our operations based on financial measures such as “Adjusted EBITDA”, which is a non-U.S. GAAP financial measure. We define Adjusted EBITDA as net income (loss) before interest expense, interest income, income taxes, depreciation, amortization, stock-based compensation, and other non-cash or nonrecurring charges. We believe that Adjusted EBITDA is an important indicator of the operational strength and performance of the business, including the business’ ability to fund acquisitions and other capital expenditures, and to service its debt. Additionally, this measure is used by management to evaluate operating results and perform analytical comparisons and identify strategies to improve performance. Adjusted EBITDA is also a measure that is customarily used by financial analysts to evaluate a company's financial performance, subject to certain adjustments. Adjusted EBITDA does not represent cash flows from operations, as defined by U.S. GAAP, and should not be construed as an alternative to net income or loss and is indicative neither of our results of operations, nor of cash flows available to fund all our cash needs. It is, however, a measurement that the Company believes is useful to investors in analyzing its operating performance. Accordingly, Adjusted EBITDA should be considered in addition to, but not as a substitute for, net income, cash flow provided by operating activities, and other measures of financial performance prepared in accordance with U.S. GAAP. As companies often define non-U.S. GAAP financial measures differently, Adjusted EBITDA, as calculated by the Company, should not be compared to any similarly titled measures reported by other companies.
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For the Thirteen Weeks Ended September 27, 2025 and September 28, 2024
Results of Operations
The following table sets forth certain statement of operations items and as a percentage of revenue, for the periods indicated (in $000's):
13 Weeks Ended 13 Weeks Ended
September 27, 2025 September 28, 2024
Select Data:
Revenue $ 7,575  $ 4,941 
Gross profit 2,623  2,361 
Selling, general and administrative expenses 19,162  3,093 
Interest (expense) income, net (839) 253 
Net loss from continuing operations before provision of income taxes 58,734  (850)
Income tax benefit from continuing operations 12,083  (415)
Net income (loss) from continuing operations 46,651  (435)
Net loss from discontinued operations before provision of income taxes $ (2,049) $ (489)
Income tax expense (benefit) from discontinued operations (4,360) (102)
Net income (loss) from discontinued operations $ 2,311  $ (387)
Net income (loss) $ 48,962  $ (822)
Adjusted EBITDA (Non-GAAP) (a)
Fintech $ (581) $ 3,000 
Corporate & Other (6,821) (910)
Discontinued operations (1,727) 22 
Total Adjusted EBITDA $ (9,129) $ 2,112 
Adjusted EBITDA (Non-GAAP) as a percentage of revenue
Fintech (7.7 %) 60.7 %
Corporate & Other N/A N/A
Discontinued operations N/A N/A
Consolidated adjusted EBITDA as a percentage of revenue (120.5 %) 42.7 %
(a)See reconciliation of net income to Adjusted EBITDA below.
The following tables set forth revenues for key product and service categories, percentages of total revenue and gross profits earned by key product and service categories and gross profit percent as compared to revenues for each key product category indicated (in $000's):
13 Weeks Ended 13 Weeks Ended
September 27, 2025 September 28, 2024
Net Revenue Percent of Total Net Revenue Percent of Total
Revenue
Fintech $ 7,575  100.0  % $ 4,941  100.0  %
Corporate & Other —  —  % —  —  %
Discontinued operations —  —  % —  —  %
Total revenue $ 7,575  100.0  % $ 4,941  100.0  %
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13 Weeks Ended 13 Weeks Ended
September 27, 2025 September 28, 2024
Gross Profit Gross Profit Percentage Gross Profit Gross Profit Percentage
Gross Profit
Fintech $ 2,623  34.6  % $ 2,361  47.8  %
Corporate & Other —  —  % —  —  %
Discontinued operations —  —  % —  —  %
Total gross profit $ 2,623  34.6  % $ 2,361  47.8  %
Revenue
Revenue increased by approximately $2.6 million for the 13 weeks ended September 27, 2025, as compared to the 13 weeks ended September 28, 2024. The increase is due to increased business activity at ALT5 Subsidiary, as well as the acquisition of Mswipe during May 2025.
Gross Profit
Gross profit increased by approximately $0.3 million for the 13 weeks ended September 27, 2025, as compared to the 13 weeks ended September 28, 2024. The increase is primarily due to the acquisition of Mswipe during May 2025.
Selling, General and Administrative Expense
Selling, general and administrative expenses increased by approximately $17.6 million for the 13 weeks ended September 27, 2025, as compared to the 13 weeks ended September 28, 2024, primarily due to higher bad debt expense, increased stock‑based compensation from RSU grants during the quarter, and the acquisition of Mswipe in May 2025.
Interest Expense, net
Interest expense, net increased by approximately $1.1 million for the 13 weeks ended September 27, 2025, as compared to the 13 weeks ended September 28, 2024 primarily reflecting higher debt‑related costs incurred during the period.
Unrealized Loss on Marketable Securities
Unrealized loss on marketable securities for the 13 weeks ended September 28, 2024 was approximately $180,000. An unrealized gain or loss on marketable securities was recorded to mark to fair value securities received in connection to the sale of GeoTraq. No such unrealized gain or loss on marketable was recorded during the 13 weeks ended September 27, 2025.
Unrealized Loss on Cryptocurrency Assets
Unrealized gain on cryptocurrency assets for the 13 weeks ended September 27, 2025 was approximately $72.8 million. An unrealized gain was recorded to mark our WLFI tokens to fair value. No such unrealized gain or loss was recorded during the 13 weeks ended September 28, 2024.
Segment Performance
We report our business in the following segments: Fintech, Biotechnology and Corporate and Other. During fiscal 2025, the Company announced its intent to formally separate its Biotechnology segment, also known as Alyea. As a result, the Biotechnology segment is presented as discontinued operations for the 13 weeks ended September 27, 2025 and September 28, 2024.
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Operating loss by operating segment, is defined as loss before net interest expense, other income and expense, provision for income taxes ($000’s).
13 Weeks Ended September 27, 2025 13 Weeks Ended September 28, 2024
Fintech Corporate and Other Biotechnology Total Fintech Corporate and Other Biotechnology Total
Revenue $ 7,575  $ —  $ —  $ 7,575  $ 4,941  $ —  $ —  $ 4,941 
Cost of revenue 4,952  —  —  4,952  2,580  —  —  2,580 
Gross profit 2,623  —  —  2,623  2,361  —  —  2,361 
Selling, general and administrative expense 7,043  12,119  2,049  21,211  2,008  1,085  489  3,582 
Operating (loss) income $ (4,420) $ (12,119) $ (2,049) $ (18,588) $ 353  $ (1,085) $ (489) $ (1,221)
Fintech Segment
Our Fintech segment consists of ALT5 Subsidiary, which was acquired during May 2024, as well as Mswipe, which was acquired during May 2025. Revenue for the 13 weeks ended September 27, 2025 was approximately $7.6 million, and gross margin percentage was 34.6%. Operating loss for the fiscal year ended 13 weeks ended September 27, 2025 was approximately $4.4 million.
Corporate and Other Segment
Our Corporate and Other segment generated no revenue for the for the 13 weeks ended September 27, 2025 and the 13 weeks ended September 28, 2024. Selling, general and administrative expenses increased primarily due to increased costs for stock-based compensation expense, legal and other professional services.
Biotechnology Segment
During fiscal 2025, the Company announced its intent to formally separate its Biotechnology segment, also known as Alyea. As a result, the Biotechnology segment is presented as discontinued operations for the 13 weeks ended September 27, 2025 and September 28, 2024. Our Biotech segment generated no revenue for the for the 13 weeks ended September 27, 2025 and the 13 weeks ended September 28, 2024. Selling, general and administrative expenses increased due to increased other professional fees.
For the Thirty-Nine Weeks Ended September 27, 2025 and September 28, 2024
Results of Operations
The following table sets forth certain statement of operations items and as a percentage of revenue, for the periods indicated (in $000's):
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39 Weeks Ended 39 Weeks Ended
September 27, 2025 September 28, 2024
Select Data:
Revenue $ 19,467  $ 7,110 
Gross profit 7,989  3,459 
Selling, general and administrative expenses 28,253  7,775 
Interest (expense) income, net (2,109) 5 
Income (loss) from continuing operations before provision of income taxes 50,764  (4,193)
Income tax benefit from continuing operations 11,936  (3,106)
Net income (loss) from continuing operations $ 38,828  $ (1,087)
Loss from discontinued operations before provision of income taxes (3,246) (1,627)
Income tax expense (benefit) from discontinued operations (1,404) (337)
Net loss from discontinued operations $ (1,842) $ (1,290)
Net income (loss) $ 36,986  $ (2,377)
Adjusted EBITDA (Non-GAAP) (a)
Fintech $ (468) $ 3,452 
Corporate & Other (8,580) (169)
Discontinued operations (1,799) (2,419)
Total Adjusted EBITDA $ (10,847) $ 864 
Adjusted EBITDA (Non-GAAP) as a percentage of revenue
Fintech (2.4 %) 48.6 %
Corporate & Other N/A N/A
Discontinued operations N/A N/A
Consolidated adjusted EBITDA as a percentage of revenue (55.7 %) 12.2 %
(a)See reconciliation of net income to Adjusted EBITDA below.
The following tables set forth revenues for key product and service categories, percentages of total revenue and gross profits earned by key product and service categories and gross profit percent as compared to revenues for each key product category indicated (in $000's):
39 Weeks Ended 39 Weeks Ended
September 27, 2025 September 28, 2024
Net Revenue Percent of Total Net Revenue Percent of Total
Revenue
Fintech $ 19,467  100.0  % $ 7,110  100.0  %
Corporate & Other —  —  % —  —  %
Discontinued operations —  —  % —  —  %
Total revenue $ 19,467  100.0  % $ 7,110  100.0  %
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39 Weeks Ended 39 Weeks Ended
September 27, 2025 September 28, 2024
Gross Profit Gross Profit Percentage Gross Profit Gross Profit Percentage
Gross Profit
Fintech $ 7,989  41.0  % $ 3,459  48.6  %
Corporate & Other —  —  % —  —  %
Discontinued operations —  —  % —  —  %
Total gross profit $ 7,989  41.0  % $ 3,459  48.6  %

Revenue
Revenue increased by approximately $12.4 million for the 39 weeks ended September 27, 2025, as compared to the 39 weeks ended September 28, 2024. The increase is due to the acquisition of ALT5 Subsidiary during May 2024, as well as the acquisition of Mswipe during May 2025.
Gross Profit
Gross profit increased by approximately $4.5 million for the 39 weeks ended September 27, 2025, as compared to the 39 weeks ended September 28, 2024. The increase is due to the acquisition of ALT5 Subsidiary during May 2024, as well as the acquisition of Mswipe during May 2025.
Selling, General and Administrative Expense
Selling, general and administrative expenses increased by approximately $22.1 million for the 39 weeks ended September 27, 2025, as compared to the 39 weeks ended September 28, 2024, The increase is primarily due increased bad debt, stock-based compensation expenses, and professional fees, as well as the acquisition of ALT5 Subsidiary during May 2024, and the acquisition of Mswipe during May 2025.
Interest Expense, net
Interest expense, net increased by approximately $2.1 million for the 39 weeks ended September 27, 2025, as compared to the 39 weeks ended September 28, 2024 primarily due to the acquisition of ALT5 Subsidiary during May 2024.
Unrealized Loss on Cryptocurrency Assets
Unrealized gain on cryptocurrency assets for the 39 weeks ended September 27, 2025 was approximately $72.8 million. An unrealized gain was recorded to mark our WLFI tokens to fair value. No such unrealized gain or loss was recorded during the 39 weeks ended September 28, 2024.
Segment Performance
We report our business in the following segments: Fintech, Biotechnology and Corporate and Other. During fiscal 2025, the Company announced its intent to formally separate its Biotechnology segment, also known as Alyea. As a result, the Biotechnology segment is presented as discontinued operations for the 39 weeks ended September 27, 2025 and September 28, 2024.
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Operating income (loss) by operating segment, is defined as loss before net interest expense, other income and expense, provision for income taxes ($000’s).
39 Weeks Ended September 27, 2025 39 Weeks Ended September 28, 2024
Fintech Corporate and Other Biotechnology Total Fintech Corporate and Other Biotechnology Total
Revenue $ 19,467  $ —  $ —  $ 19,467  $ 7,110  $ —  $ —  $ 7,110 
Cost of revenue 11,478  —  —  11,478  3,651  —  —  3,651 
Gross profit 7,989  —  —  7,989  3,459  —  —  3,459 
Selling, general and administrative expense 13,851  14,402  3,246  31,499  2,845  4,930  1,627  9,402 
Operating (loss) income $ (5,862) $ (14,402) $ (3,246) $ (23,510) $ 614  $ (4,930) $ (1,627) $ (5,943)
Fintech Segment
Our Fintech segment consists of ALT5 Subsidiary, which was acquired during May 2024, as well as Mswipe, which was acquired during May 2025. Revenue for the 39 weeks ended September 27, 2025 was approximately $19.5 million, and gross margin percentage was 41.0%. Operating loss for the fiscal year ended 39 weeks ended September 28, 2024 was approximately $5.9 million.
Corporate and Other Segment
Our Corporate and Other segment generated no revenue for the for the 39 weeks ended September 27, 2025 and the 39 weeks ended September 28, 2024. Selling, general and administrative expenses increased primarily due to increased costs for stock-based compensation and legal expenses, as well as other professional services.
Biotechnology Segment
During fiscal 2025, the Company announced its intent to formally separate its Biotechnology segment, also known as Alyea. As a result, the Biotechnology segment is presented as discontinued operations for the 39 weeks ended September 27, 2025 and September 28, 2024. Our Biotech segment generated no revenue for the for the 39 weeks ended September 27, 2025 and the 39 weeks ended September 28, 2024. Selling, general and administrative expenses increased over the prior year period primarily due to increases in professional fees and research and development costs.
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Adjusted EBITDA (Non-GAAP) Reconciliation
The following table presents a reconciliation of net income to Adjusted EBITDA for the 13 and 39 weeks ended September 27, 2025 and September 28, 2024 (in 000's):
For the 13 Weeks Ended For the 39 Weeks Ended
September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024
Net income (loss) $ 48,962  $ (822) $ 36,986  $ (2,377)
Depreciation and amortization 1,208  1,052  3,903  1,836 
Stock-based compensation 5,296  —  5,901  1,507 
Interest expense (income), net 839  (51) 2,109  358 
Income tax expense (benefit) 7,724  (517) 10,532  (2,928)
Unrealized loss on marketable securities —  688  —  1,058 
Unrealized (gain) loss on exchange transactions (73,020) 891  (73,318) 431 
Realized (gain) loss on exchange transactions (3,592) 871  (414) 631 
Other nonrecurring charges 3,454  —  3,454  348 
Adjusted EBITDA $ (9,129) $ 2,112  $ (10,847) $ 864 
Adjusted EBITDA decreased by approximately $11.2 million for the 13 weeks ended September 27, 2025, as compared to the prior year period. The decrease was primarily due to the results of operations, as discussed above.
Adjusted EBITDA decreased by approximately $11.7 million for the 39 weeks ended September 27, 2025, as compared to the prior year period. The decrease was primarily due to the results of operations, as discussed above.
Liquidity and Capital Resources
Overview
As of September 27, 2025, our cash on hand was $7.3 million. Approximately $3.5 million of cash has been fully reserved in connection with a legal matter, as further described in Note 16 to the unaudited condensed consolidated financial statements. We intend to raise funds to support future development of JAN 123 either through capital raises or structured arrangements, which would include effectuating our previously announced intention to capitalize a subsidiary with certain of our biotechnology assets, acquire an additional biotechnology asset, and then engage in a financing of that subsidiary. The short-term intended result of that series of transactions would be for us to own a controlling interest in that subsidiary, but to decouple it from us so that it would operate on a stand-alone basis, although its financial statements would continue to be consolidated with ours for as long as we have a controlling interest.
Our ability to continue as a going concern is dependent upon the success of future capital raises or structured settlements and cash flows from the acquisition of ALT5 Subsidiary to fund the required testing to obtain FDA approval of JAN 123, as well as to fund our day-to-day operations. The accompanying financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. While we will actively pursue these additional sources of financing, management cannot make any assurances that such financing will be secured. Please review the transaction
Cash Flows
During the 39 weeks ended September 27, 2025, cash used in continuing operations was approximately $15.5 million, compared to cash provided by operations of approximately $3.7 million during the 39 weeks ended September 28, 2024. The decrease in cash was primarily due to results of operations as discussed above. There was no cash used in operating activities for discontinued operations during the 39 weeks ended September 27, 2025 or September 28, 2024.
Cash used investing activities for continued operations was $711.3 million for the 39 weeks ended September 27, 2025, compared to cash provided by investing activities of $5.9 million for the 39 weeks ended September 28, 2024. Cash used in investing activities for the 39 weeks ended September 27, 2025 was primarily the purchase of WLFI tokens, partially offset by tokens redeemed during the period, and the cash provided by investing activities for the 39 weeks ended September 28, 2024 was related to cash acquired in the acquisition of ALT5 Subsidiary.
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There was no cash used in investing activities for discontinued operations during the 39 weeks ended September 27, 2025 or September 28, 2024.
Cash provided by financing activities was $719.4 million for the 39 weeks ended September 27, 2025, and primarily relates to proceeds received from equity financing and the issuance of notes payable, partially offset by cash paid for fees related to the equity financing, cash paid for notes payable and related party notes payable. Cash provided by financing activities was approximately $2.1 million for the 39 weeks ended September 28, 2024, and relates to proceeds received from warrants converted to our common stock and proceeds received from related parties, partially offset by payments on notes payable, and payment on related party notes payable. There was no cash provided by financing activities during the 39 weeks ended September 27, 2025 or September 28, 2024.
Future Sources of Cash; Phase 2b Trials, New Acquisitions, Products, and Services
We may require additional debt financing and/or capital to finance new acquisitions, conduct our Phase IIb clinical trials, or consummate other strategic investments in our business. No assurance can be given any financing obtained may not further dilute or otherwise impair the ownership interest of our existing stockholders.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Market Risk and Impact of Inflation
Interest Rate Risk. We do not believe there is any significant risk related to interest rate fluctuations on our short and long-term fixed rate debt.
We do not hold any derivative financial instruments, nor do we hold any securities for trading or speculative purposes.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Evaluation of Disclosure control and Procedures. We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of September 27, 2025, the period covered in this report, our disclosure controls and procedures were not effective because of the material weaknesses discussed below.
In light of the conclusion that our internal disclosure controls are ineffective as of September 27, 2025, we have applied procedures and processes as necessary to ensure the reliability of our financial reporting in regard to this Quarterly Report. Accordingly, the Company believes, based on its knowledge, that: (i) this Quarterly Report does not contain any untrue statement of a material fact or omit a material fact; and (ii) the financial statements, and other financial information included in this Quarterly Report, fairly present in all material respects our financial condition, results of operations and cash flows as of and for the periods presented in this Quarterly Report.
Management’s Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of September 27, 2025. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013 regarding Internal Control – Integrated Framework. Based on our assessment using those criteria, our management concluded that our internal control over financial reporting was not effective as of September 27, 2025.
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Management noted material weaknesses in internal control when conducting their evaluation of internal control as of September 27, 2025. (1) Insufficient written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act; and (2) Insufficient resources to maintain adequate segregation of duties and maintain its internal control environment.
These material weaknesses remained outstanding as of the filing date of this Form 10-Q and management is currently working to remedy these outstanding material weaknesses.
The Company’s management, including the Company’s CEO and CFO, does not expect that the Company’s disclosure controls and procedures or the Company’s internal controls over financial reporting will prevent or detect all error and all fraud. A control system, regardless of how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met. These inherent limitations include the following: judgments in decision-making can be faulty, and control and process breakdowns can occur because of simple errors or mistakes, controls can be circumvented by individuals, acting alone or in collusion with each other, or by management override, the design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
Changes in Internal Control Over Financial Reporting. There were no changes in the Company’s internal control over financial reporting during the fiscal year ended September 27, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. Other Information
Item 1. Legal Proceedings
The information in response to this item is included in Note 15, Commitments and Contingencies, to the Consolidated Financial Statements included in Part I, Item 1, of this Form 10-Q.
Item 1A. Risk Factors
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. However, in light of the SEC Complaint, the Company provides the following additional risk factors, which supplements the risk factors previously disclosed by the Company in Part I, Item 1A, Risk Factors, of the 2024 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of funds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information.
On January 7, 2026, Company received a delinquency notification letter from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (the “Nasdaq”) due to the Company’s non-compliance with Nasdaq Listing Rule 5620(a) and 5810(c)(2)(G) (the “Listing Rule”) as a result of the Company’s failure to hold an annual meeting of stockholders within twelve months of the end of the Company’s fiscal year end. As set forth in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 2, 2026, the Company is holding its Annual Meeting of Stockholders on February 27, 2026.
The Company, per the delinquency notification letter, must submit a plan regarding regaining compliance within 45 days of the letter. If the plan is accepted, the Company will have 180 calendar days, or until June 26, 2026, to regain compliance. The Company intends to file a plan of compliance, and cure the deficiency by holding its Annual Meeting of Stockholders on February 27, 2026. The deficiency notice has no immediate effect on the listing or trading of the Company’s common stock on The Nasdaq Capital Market.
Item 6. Exhibits.
Index to Exhibits
Exhibit
Number		 Exhibit Description Form File
Number		 Exhibit
Number		 Filing
Date
3.1 8-K 001-19621 3.1 8/25/2025
3.22 *
4.1 8-K 001-19621 4.1 8/11/2025
4.2 8-K 001-19621 4.2 8/12/2025
53
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4.3 8-K 001-19621 4.3 8/11/2025
4.4 8-K 001-19621 4.4 8/11/2025
4.5 8-K 001-19621 4.5 8/11/2025
4.6 8-K 001-19621 4.6 8/12/2025
10.1 8-K 001-19621 10.1 8/11/2025
10.2 8-K 001-19621 10.2 8/11/2025
10.3 8-K 001-19621 10.3 8/11/2025
10.4 8-K 001-19621 10.4 8/11/2025
10.5 8-K 001-19621 10.5 8/11/2025
10.6 8-K 001-19621 10.6 8/11/2025
10.8 8-K 001-19621 10.8 8/11/2025
10.127 *
10.128 *
31.1 *
31.2 *
54
Table of Contents
32.1 *
32.2 *
101.INS * Inline XBRL Instance Document
101.SCH * Inline XBRL Taxonomy Extension Schema Document
101.CAL * Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF * Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB * Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE * Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
________________________
*Filed herewith.
55
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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.
ALT5 Sigma Corporation
(Registrant)
Date:
January 12, 2025
 By:
/s/ Tony Isaac
Tony Isaac
Acting Chief Executive Officer
(Principal Executive Officer)
Date:
January 12, 2025
 By: /s/ Steven Plumb
Steven Plumb
Chief Financial Officer
(Principal Financial Officer)
56
EX-3.22 2 a322_certificateofamendment.htm EX-3.22 Document








Certificate of Amendment To
Articles of Incorporation Of
ALTS Sigma Corporation

ALTS Sigma Corporation, a corporation organized and existing under the laws of the State of Nevada (the "Corporation"), hereby certifies as follows:

I .The name of the Corporation is ALTS Sigma Corporation.

2.Pursuant to Section 78.385 and 78.390 of the Nevada Revised Statutes, the first sentence of Article 3, Section 3.1 of the Articles of Incorporation is hereby amended as follows:

"Section 3.1. Designation of Classes and Series.

The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 2,002,000,000 of which 2,000,000,000 shares shall be Common Stock with a par value of $0.00 I per share ("Common Stock"), and 2,000,000 shares shall be Preferred Stock with a par value of $0.00 I per share ("Preferred Stock")."

3.Except as amended hereby, all other provisions of the Articles of Incorporation shall remain in full force and effect.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by the President of this Corporation as of October 17, 2025.

ALTS SIGMA CORPORATION

Isl Tony Isaac     Tony Isaac
President
EX-10.127 3 a10127_kbwxalt5finalagreem.htm EX-10.127 Document

SETTLEMENT AND RELEASE AGREEMENT
This Settlement and Release Agreement, dated December 26, 2025 (the “Agreement”), is made and entered into by and between (i) Keefe, Bruyette & Woods, Inc. (“KBW”) and (ii) ALT5 Sigma Corporation and its subsidiaries (collectively, “ALT5” and with KBW, the “Parties”).
WHEREAS, KBW and ALT5 are parties to an agreement dated May 14, 2025, through which KBW agreed to, among other things, render certain financial advisory and investment banking services to ALT5 (the “May 14 Agreement”);
WHEREAS, KBW and ALT5 are also parties to an agreement dated June 16, 2025, through which KBW agreed to, among other things, render financial advisory and investment banking services to ALT5 in connection with ALT5’s general financial strategy and planning (the “Engagement Letter”);
WHEREAS, on or around August 12, 2025, ALT5 announced the closing of a $1.5 billion registered direct offering and concurrent private placement;
WHEREAS, KBW issued to ALT5 an invoice, dated August 12, 2025 (the “Invoice”), for an advisory fee in an amount equal to $37,800,000, pursuant to the Engagement Letter;
WHEREAS, ALT5 disputes that it owes any obligations to KBW under the May 14 Agreement and/or the Engagement Letter;
WHEREAS, the Invoice has not been paid, and the Parties disagree as to whether the Invoice is due and payable, in whole or in part;
WHEREAS, subject to the terms and exceptions herein, the Parties wish to fully and finally resolve any and all disputes that could be asserted by either party in connection with the May 14 Agreement and/or the Engagement Letter (collectively, the “Dispute”);
WHEREAS, the Parties each deny any and all wrongdoing and/or liability with respect to the Dispute, but wish to enter into this Agreement to avoid the costs and burdens of litigation, and to achieve finality with respect to the Dispute.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, which covenants and agreements constitute good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:
1.Recitals. The Parties acknowledge that the statements and “WHEREAS” clauses preceding this Paragraph 1 are incorporated into and considered a part of this Agreement.
2.Payment from ALT5 to KBW. ALT5 shall cause the following payments to be made to KBW:


(a)$1,000,000 (USD), to be paid to KBW so that the funds are received by KBW on or before December 31, 2025;
(b)$1,000,000 (USD), to be paid to KBW so that the funds are received by KBW on or before March 31 2026; and
(c)$1,000,000 (USD), to be paid to KBW so that the funds are received by KBW on or before May 31, 2026.
Nothing herein (including the provisions of Paragraph 4) shall relieve ALT5 of the obligations to make the payments referenced in Paragraphs 2(a), 2(b), and 2(c), and any failure to do so shall be a breach of this Agreement. ALT5 shall cause the above-payments to be made by wire transfer to KBW in accordance with the following instructions:
Capital One Bank
299 Park Ave., 23rd Floor
New York, NY 10117
Account #: xxxxxx
ABA: xxxxxx
Credit: Keefe, Bruyette & Woods, Inc.
3.Termination of May 14 Agreement and Engagement Letter: As of the date of this Agreement, each of the May 14 Agreement and the Engagement Letter, respectively, is terminated; provided, however, for the avoidance of doubt, that those provisions of the May 14 Agreement and the Engagement Letter regarding governing law, submission to jurisdiction, waiver of jury trial, limitations of liability, indemnification and contribution that survive termination pursuant to the terms of each of the May 14 Agreement and the Engagement Letter shall survive such termination. For the further avoidance of doubt, the parties agree that those provisions of the May 14 Agreement and the Engagement Letter that speak to a “Residual Period” and/or the payment of fees and expenses are no longer of any force and effect. Each of the Parties hereby expressly waives any notice(s) required in connection with the termination of the May 14 Agreement and the Engagement Letter.
4.Potential Future Credit to ALT5: The Parties acknowledge that they may decide, in the future, to enter into certain new agreement(s) by which KBW provides certain investment or advisory services to ALT5. The Parties further agree that KBW will afford to ALT5 the opportunity to present potential engagements for which ALT5 believes KBW would be suitable. Should KBW provide any such services to ALT5 on or before December 31, 2027, then the payments referenced above in Paragraphs 2(a), 2(b), and 2(c), to the extent then-previously paid to KBW, shall be used as a credit against any amounts owed by ALT5 to KBW for such services. For the avoidance of doubt, the Parties acknowledge and agree that: (i) ALT5’s obligation to make the payments referenced above in Paragraphs 2(a), 2(b), and 2(c) is not contingent, in any way, upon the consummation of any future agreements; (ii) nothing in this Paragraph or in this Agreement requires either Party to enter into any future agreement, and each of the Parties shall retain complete discretion in determining whether to engage with the other of the Parties in the future, notwithstanding any provisions of this Agreement; and (iii) if KBW does not provide any investment or advisory services to ALT5 on or before December 31, 2027, KBW is entitled to retain the full amounts received under Paragraphs 2(a), 2(b), and 2(c), and shall not be required to provide ALT5 with any credits, offsets, refunds, or other compensation or consideration. Notwithstanding the foregoing, in the event that ALT5 seeks to engage KBW to provide investment and advisory services to ALT5 and KBW declines to be engaged, then KBW shall inform ALT5 of the good faith reasons for the declination of such an engagement.


5.Mutual Releases. In connection with the obligations agreed to herein, the Parties hereby knowingly, fully, unconditionally, finally, irrevocably and forever release, acquit and discharge, to the fullest extent permitted by law, each other, and each of their respective affiliates, representatives, employees, directors, insurers, agents and/or assigns, of, from, and against any and all claims, causes of action, or other actual or potential liabilities of every kind and nature, known and unknown, suspected or unsuspected, primary or secondary, direct or indirect, absolute or contingent, asserted or unasserted, past or present, and any other claims sounding in contract, in tort, in law, equity or otherwise, whether common law or statutory, that each Party may have against the other arising under or related to the Dispute.
6.Effect of Releases. The Parties expressly and knowingly waive any and all rights that they have, or might have, under California Civil Code § 1542 (and under other statutes or common law principles of similar effect), which provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
The Parties acknowledge that they may hereafter discover facts different from, or in addition to, those which they now believe to be true with respect to the Dispute. The Parties agree that the foregoing waivers, releases, acquittals and discharges shall be and remain effective in all respects notwithstanding such different or additional facts or discovery thereof, and that this Agreement contemplates the extinguishment of all claims relating to the Dispute, whether known or unknown, suspected or unsuspected, primary or secondary, direct or indirect, absolute or contingent, asserted or unasserted, past or present, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery or existence of such additional or different facts.
7.Governing Law & Forum Selection. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that state, without regard to such state’s rules concerning conflicts of laws. The parties hereby submit to the exclusive jurisdiction of and venue in the federal courts located in the City of New York, New York in connection with any dispute related to this Agreement, any transaction contemplated hereby, or any other matter contemplated hereby. If for any reason jurisdiction and/or venue is unavailable in such federal courts, then the parties hereby submit to the exclusive jurisdiction of and venue in the state courts located in New York County, New York. Any right to trial by jury with respect to any action, proceeding or claim (whether based upon contract, tort or otherwise) arising out of this Agreement or conduct in connection with this Agreement is hereby waived by the Parties.


8.Fees and Expenses. Each of the Parties will pay their respective legal fees and other costs incurred to date in connection with the Dispute, including in connection with the preparation, execution and delivery of this Agreement.
9.Entire Agreement; No Third Party Beneficiary. This Agreement constitutes the entire agreement between the Parties with respect to the matters contemplated herein. The invalidity or unenforceability of any provision in this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect pursuant to the terms hereof. Nothing in this Agreement, expressed or implied, is intended to confer upon any Person, other than the Parties hereto or their respective successors or heirs, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly set forth herein.
10.Confidentiality. The Parties expressly understand and agree that this Agreement and its contents, including but not limited to, the fact of payment and the amounts to be paid hereunder, shall remain confidential and shall not be disclosed to any third party whatsoever, except the Parties’ counsel, accountants or similar professionals, pursuant to court order, and/or as required by any regulator or governmental entity. Any person falling within the categories enumerated above to whom information concerning this Agreement is disclosed shall be advised of this Confidentiality provision.
11.No Reliance. In entering into this Agreement, the Parties acknowledge that they have not relied on any promise, agreement, representation or statement, whether oral or written, that is not expressly set forth in this Agreement.
12.Amendment. This Agreement may not be amended except by an instrument in writing signed on behalf of each Party.
13.Binding Nature of Agreement. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of Law or otherwise by any of the Parties without the prior written consent of the other Party. Any purported assignment without such consent shall be null and void. This Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and permitted assigns.
14.Counterparts. This Agreement may be executed in two or more counterparts (including by digital or other electronic means), all of which shall be considered one and the same agreement and shall become effective when two or more counterparts have been signed by each of the parties and delivered to the other parties. Any copy of this Agreement made by reliable means (e.g., photocopy or facsimile) is considered an original.


15.Construction. This Agreement shall be construed as a whole according to its fair meaning. The general rule of contract interpretation providing that contracts are to be construed against the drafter shall not be applicable to this Agreement because the Parties acknowledge it was a product of negotiation between the Parties and their respective counsel.


IN WITNESS WHEREOF, the Parties hereto knowingly and voluntarily executed this Agreement as of the date(s) set forth below:


Keefe, Bruyette & Woods, Inc.
Dated: 12/26/2025 By: /s/ Paul McCaffery Dated: 12/27/2025 By: /s/ Tony Isaac
                            Name: Paul McCaffery
                            Title: Managing Director



ALT5 Sigma Corporation
                            Name: Tony Isaac
                            Title: Acting Chief Executive Officer
                             ALT5 Sigma Corporation
EX-10.128 4 a10128_alt5-rofragreementd.htm EX-10.128 Document

AGREEMENT
This Agreement (this “Agreement”) is effective as of December 30, 2025 (the “Effective Date”) by and between ALT5 Sigma Corporation, with offices located at 8548 Rozita Lee Avenue, Suite 305, Las Vegas, Nevada 89113 (the “Company”), and A.G.P./Alliance Global Partners (“AGP”), with offices located at 590 Madison Avenue, 28th Floor, New York, New York 10022.
WHEREAS, the Company wishes to extend the term of the right of first refusal (the “ROFR”) and the fee tail (the “Fee Tail”) granted to AGP pursuant to the terms of that certain engagement letter dated July 26, 2025 (the “Engagement Letter”), that certain placement agency agreement dated August 11, 2025 relating to a private placement offering (the “PIPE PAA”), and that certain placement agency agreement dated August 11, 2025 relating to a registered direct offering, each as executed by and between the Company and AGP (the “RD PAA” and together with the Engagement Letter and the PIPE PAA, the “Prior Agreements”); and
WHEREAS, in connection with the extension of the ROFR and Fee Tail as set forth herein, as well as the other covenants and agreements contained in this Agreement, AGP has agreed to pay the Company the sum of one million dollars ($1,000,000) (the “Payment”);
NOW THEREFORE, in consideration of the mutual promises contained herein, and for such other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:
1.Extension of ROFR Period. The Company hereby grants AGP an irrevocable right of first refusal to act as sole investment banker, sole book-runner, sole sales agent and/or sole placement agent, at AGP’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings, until December 31, 2026 (the “ROFR Period”) for the Company, or any successor to or any subsidiary of the Company, on terms customary to AGP; provided, however, that such right shall not extend to (1) a registration statement in respect of the proposed transaction regarding the Company’s healthcare assets, as noted in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 21, 2025; (2) any stock or equity or options in respect of the same of the Company issued or granted to its officers, directors, employees or consultants, provided such issuances or grants are not transactions in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; and/or (3) any transactions between the Company and World Liberty Financial, Inc. (“WLFI”), WLFI’s subsidiaries, and/or WLFI’s affiliates. AGP shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any such offering and the economic terms of any such participation. The rights, privileges, and obligations of the parties hereto set forth in this Section 1 as they relate solely to AGP’s right of first refusal are not intended to be duplicative of the rights, privileges, and obligations of the parties hereto set forth in Section 3(c) of the PIPE PAA, Section 3(c) of the RD PAA, and any equivalent section of the Engagement Letter, and are intended to supersede and replace them in their entirety.
2.Extension of Fee Tail. AGP shall be entitled to compensation with respect to any public or private offering or other financing or capital-raising transaction of any kind (each, a “Tail Financing”), to the extent such financing is both (i) provided to the Company by investors contacted by AGP or that contacted AGP during the term of the Prior Agreements and (ii) such Tail Financing is consummated at any time until December 31, 2026. Notwithstanding anything to the contrary herein, the compensation due hereunder shall expressly not include (1) any stock or equity or options in respect of the same of the Company issued or granted to its officers, directors, employees or consultants, provided such issuances or grants are not transactions in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; and/or (2) any transactions between the Company and WLFI, WLFI’s subsidiaries, and/or WLFI’s affiliates. The rights, privileges, and obligations of the parties hereto set forth in this Section 2 as they relate solely to the fee tail are not intended to be duplicative of the rights, privileges, and obligations of the parties hereto set forth in Section 3(c) of the PIPE PAA, Section 3(c) of the RD PAA, and any equivalent section of the Engagement Letter, and are intended to supersede and replace them in their entirety.
        1

3.Limitation on ROFR and Fee Tail. Notwithstanding anything contained herein to the contrary, AGP shall act as the Company’s sole and exclusive financial advisor, placement agent or underwriter in any public or private offering, at its sole discretion, until at least one million dollars ($1,000,000) (the “AGP Fee”) in fees have been paid by the Company to AGP with respect to any financing consummated during the ROFR Period pursuant to Section 1 hereof, and thereafter any payments made with respect to a Tail Financing pursuant to Section 2 hereof, the Company shall be permitted to allocate thirty-five percent (35%) of the economics of the fees associated with any financing transaction during the ROFR Period to another bank and/or broker-dealer or, if no other bank or broker- dealer is so entitled, then AGP shall reduce the customary and reasonable fees associated with any financing transaction during the ROFR Period by thirty-five percent (35%). For the avoidance of doubt, the payment of the AGP Fee shall not have any effect on AGP’s rights with respect to the ROFR Period and the Tail Financing in Sections 1 and 2, respectively.
4.Payment. AGP shall make the Payment within one (1) business day from the Effective Date, in United States dollars and in immediately available funds.
5.Release. For and in consideration of the terms and conditions set forth herein, the Company, on behalf of itself and any and all of its respective parents, subsidiaries, members, affiliates, past and current officers, directors, shareholders, employees, agents, attorneys, successors, predecessors, and assigns, hereby releases, remises and forever discharges AGP, and any and all of its respective parents, subsidiaries, members, affiliates, past and current officers, directors, shareholders, employees, agents, attorneys, successors, predecessors, and assigns, of and from any and all claims, potential claims, demands, causes of action, judgments, liabilities or other obligations of any kind or nature, whether known or unknown, accrued or unaccrued, existing, contingent, or otherwise, suspected or unsuspected, asserted or unasserted, from the beginning of time through the date of this Agreement including but not limited to those arising out of or relating to the transactions contemplated by the Prior Agreements; provided, however, that nothing set forth herein shall be deemed to constitute a release, remise or discharge of any and/or all obligations or provisions under this Agreement.
6.Indemnification.
a.To the extent permitted by law, with respect to the matters contemplated pursuant to this Agreement and the transactions contemplated by the Prior Agreements, the Company will indemnify AGP and their affiliates, stockholders, directors, officers, employees, members and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable fees and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to this Agreement, except to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from AGP’s willful misconduct or gross negligence in performing the services described herein.
b.Promptly after receipt by AGP of notice of any claim or the commencement of any action or proceeding with respect to which AGP is entitled to indemnity hereunder, AGP will notify the Company in writing of such claim or of the commencement of such action or proceeding, but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is requested by AGP, the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to AGP and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, AGP will be entitled to employ counsel separate from counsel for the Company and from any other party in such action if counsel for AGP reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and AGP. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company, in addition to fees of local counsel. The Company will have the right to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent of AGP, which will not be unreasonably withheld. The Company shall not be liable for any settlement of any action effected without its written consent, which will not be unreasonably withheld.
        2

c.The Company agrees to notify AGP promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by this Agreement.
d.If for any reason the foregoing indemnity is unavailable to AGP or insufficient to hold AGP harmless, then the Company shall contribute to the amount paid or payable by AGP as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and AGP on the other, but also the relative fault of the Company on the one hand and AGP on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding any provision hereof, AGP’s share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by AGP under this Agreement (excluding any amounts received as reimbursement of expenses incurred by AGP).
e.These indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement is completed and shall survive the termination of this Agreement and shall be in addition to any liability that the Company might otherwise have to any indemnified party under this Agreement or otherwise.
7.Full Force and Effect. Except as expressly modified by this Agreement, the terms of the Prior Agreements shall remain in full force and effect.
8.Further Assurances. Each of the Company and AGP, without additional consideration, shall cooperate, shall take such further action and shall execute and deliver such further documents as may be reasonably requested by the other party hereto in order to carry out the provisions and purposes of this Agreement.
9.Counterparts. This Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
10.Headings. The headings of the Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation.
11.Waiver. Neither any failure nor any delay by any party in exercising any right, power or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege.
12.Severability. The invalidity or unenforceability of any provisions of this Agreement pursuant to any applicable law shall not affect the validity of the remaining provisions hereof, but this Agreement shall be construed as if not containing the provision held invalid or unenforceable in the jurisdiction in which so held, and the remaining provisions of this Agreement shall remain in full force and effect. If the Agreement may not be effectively construed as if not containing the provision held invalid or unenforceable, then the provision contained herein that is held invalid or unenforceable shall be reformed so that it meets such requirements as to make it valid or enforceable.
13.Governing Law. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements made and to be performed entirely in such State. This Agreement may not be assigned by either party without the prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns. Any right to trial by jury with respect to any dispute arising under this Agreement or any transaction or conduct in connection
        3

herewith is waived. Any dispute arising under this Agreement may be brought into the courts of the State of New York or into the Federal Court located in New York, New York and, by execution and delivery of this Agreement, the Company hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of aforesaid courts. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by delivering a copy thereof
via overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. 1f either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.
A.G.P./ALLIANCE GLOBAL PARTNERS
By: /s/ Tomas J. Higgins
Name: Tom Higgins
Title: Managing Director
Address for notice:
590 Madison Avenue 28th Floor
New York, New York 10022
Attn: Thomas Higgins
Email: thiggins@allianceeg.com
ALT5 SIGMA CORPORATION
By: /s/ Tony Isaac
Name: Tony Isaac
Title: Acting Chief Executive Officer
Address for notice:
ALT5 Sigma Corporation
8348 Rozita Lee Avenue, Suite 305
Las Vegas, Nevada 89113
Attn: Tony Isaac
Email: t.issac@isaac.com
[Signature Page to Agreement.]
        4
EX-31.1 5 alt5-20250927xexx311.htm EX-31.1 Document

Exhibit 31.1
CERTIFICATIONS:
I, Tony Isaac, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of JanOne Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of and for the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: January 12, 2025
/s/ Tony Isaac
Tony Isaac
Acting Chief Executive Officer

EX-31.2 6 alt5-20250927xexx312.htm EX-31.2 Document

Exhibit 31.2
CERTIFICATIONS:
I, Steven Plumb, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of JanOne Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of and for the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: January 12, 2025
/s/ Steven Plumb
Steven Plumb
Chief Financial Officer

EX-32.1 7 alt5-20250927xexx321.htm EX-32.1 Document

Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. §1350 (as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002), the undersigned Chief Executive Officer of JanOne Inc. (the “Company”) hereby certifies that the Quarterly Report on Form 10-Q of the Company for the period ended June 28, 2025 (the “Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: January 12, 2025
/s/ Tony Isaac
Tony Isaac
Acting Chief Executive Officer

EX-32.2 8 alt5-20250927xexx322.htm EX-32.2 Document

Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. §1350 (as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002), the undersigned Chief Financial Officer of JanOne Inc. (the “Company”) hereby certifies that the Quarterly Report on Form 10-Q of the Company for the period ended June 28, 2025 (the “Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: January 12, 2025
/s/ Steven Plumb
Steven Plumb
Chief Financial Officer