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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) September 4, 2025

 

ALT5 SIGMA CORPORATION

(Exact name of registrant as specified in its charter)

 

Nevada   000-19621   41-1454591

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

325 E. Warm Spring Road, Suite 102

Las Vegas, NV

  89119
(Address of principal executive offices)   (Zip Code)

 

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

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common stock (par value $0.001 per share)   ALTS   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On September 4, 2025, Alt5 Sigma Corporation (the “Company”) issued a press release announcing an update to its $WLFI holdings. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.

 

The information in this Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1 is being furnished to the U.S. Securities and Exchange Commission, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number   Description
99.1   Press Release dated September 4, 2025.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ALT5 SIGMA CORPORATION
   
Date: September 4, 2025 By: /s/ Jonathan Hugh               
    Jonathan Hugh
    Chief Financial Officer

 

 

 

 

EX-99.1 2 ex99-1.htm EX-99.1

 

Exhibit 99.1

 

September 4, 2025 11:30 AM

 

ALT5 Sigma Corporation Announces $WLFI Holdings Rise to Approximately 7.28 Billion Tokens

 

● $WLFI treasury strategy now valued at approximately $1.3B

● $WLFI token currently available for trading on certain established crypto exchanges

 

ALT5 Sigma Corporation (the “Company,” “our” or “ALT5”) (NASDAQ: ALTS) (FRA:5AR1), a fintech specializing in turnkey, crypto-related solutions for institutions and merchants, today announced an update to its $WLFI holdings. As of this release, ALT5 holds approximately 7.28 billion $WLFI tokens.

 

In addition, the Company is highlighting that the $WLFI token – the foundational digital asset underpinning its digital asset treasury strategy – is currently available for trading on certain established crypto exchanges, making the token accessible to public market crypto investors. Within 24 hours of its September 1st, 2025 launch, $WLFI recorded $4.7 billion in spot trading volume, placing $WLFI among the top 10 most-traded assets on its opening day by volume.

 

Intrinsic Value of the $WLFI Treasury Strategy

 

As of today, ALT5 holds 7,283,585,650 $WLFI tokens. Based on a $WLFI market price of $0.181 per token, the market value of the Company’s digital asset treasury is approximately $1.31 billion. With 124,946,728 shares of common stock and pre-funded warrants to purchase up to 99 million shares of common stock outstanding, ALT5’s treasury assets now represent approximately 32.52 $WLFI tokens per share, assuming the exercise of the pre-funded warrants. At current prices, this represents an implied treasury value of $5.85 per share, assuming the exercise of the pre-funded warrants. The token per share and treasury value per share calculations do not include (i) the shares of common stock underlying warrants to purchase up to 30,591,935 shares of common stock at an average weighted exercise price of $7.55 per share of common stock and (ii) the shares of common stock issuable upon conversion of our preferred stock (iii) the shares of common stock issuable upon conversion of any convertible debt, and (iv) our outstanding restricted stock units. 

 

ALTS Treasury Value      
$WLFI Tokens Held     7,283,585,650  
$WLFI Token Price2   $ 0.18  
ALTS Digital Asset Treasury Value   $ 1,311,045,417  
ALTS Common Shares Outstanding     124,946,728  
Prefunded Warrants (PFWs)     99,000,000  
Total Shares + PFWs     223,946,728  
Tokens per Share     32.524  
Treasury Value Per share   $ 5.85  

 

About ALT5 Sigma Corporation

 

ALT5 Sigma Corporation (NASDAQ:ALTS) (FRA:5AR1) is a fintech, providing next generation blockchain-powered technologies for tokenization, trading, clearing settlement, payment, and safe keeping of digital assets. ALT5 has been a constituent of the Russell Microcap Index since June 28, 2024.

 

Founded in 2018, ALT5 Sigma, Inc. (a wholly owned subsidiary of ALT5 Sigma Corporation) enables the migration to a new global financial paradigm through its suite of blockchain infrastructure technologies. ALT5 Sigma, Inc., through its subsidiaries, offers two main platforms: “ALT5 Pay” and “ALT5 Prime.” The Company has processed over $5 billion USD in cryptocurrency transactions since inception.

 

ALT5 Pay is an award-winning cryptocurrency payment gateway that enables registered and approved global merchants to accept and make cryptocurrency 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(s) automatically or to receive their payment in digital assets.

 

ALT5 Prime is an electronic over-the-counter trading platform that enables registered and approved customers to buy and sell digital assets. Customers can purchase digital assets with fiat and, equally, can sell digital assets and receive fiat. ALT5 Prime is available through a browser-based access mobile phone application named “ALT5 Pro” that can be downloaded from the Apple App Store, from Google Play, through ALT5 Prime’s FIX API, as well as through Broadridge Financial Solutions’ NYFIX gateway for approved customers.

 

The Company is also advancing the separation of its biotech business, which will continue under “Alyea Therapeutics Corporation.” Through its biotech activities, the Company is focused on bringing to market drugs with non-addictive pain-relieving properties to treat conditions that cause chronic or severe pain. Our patented product, a novel formulation of low-dose naltrexone (JAN123), is being initially developed for the treatment of Complex Regional Pain Syndrome (CRPS), an indication that causes severe, chronic pain generally affecting the arms or legs. The FDA has granted Jan123 Orphan Drug Designation for treatment of CRPS.

 

This press release contains statements that are forward-looking statements as defined within the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to ALT5’s accelerated growth in digital asset treasury operations, the value of ALT5’s $WLFI holdings, the positioning of the Company in the digital asset treasury sector, the availability of $WLFI for trading on crypto exchanges, the profitability and prospective growth of ALT5’s platforms and business that may include, but are not limited to, international currency risks, third-party or customer credit risks, liability claims stemming from ALT5’s services, and technology challenges for future growth or expansion, and statements regarding the Company’s potential separation plans of its biotech business. This press release also contains general statements relating to risks that the Company’s potential separation plans of its biotech business and the potential for JAN123 to treat CRPS, and other statements, including words such as “continue”, “expect”, “intend”, “will”, “hope”, “should”, “would”, “may”, “potential”, and other similar expressions. Such statements reflect the Company’s current view with respect to future events, are subject to risks and uncertainties, and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political, and social uncertainties, and contingencies. This press release also contains statements that are forward-looking in respect of the expected future partial or full disposition of the Company’s interests in Alyea without specificity of the scope or methods thereof.

 

Many factors could cause the Company’s actual results, performance, or achievements to be materially different from any future results, performance or achievements described in this press release. Such factors could include, among others, changes in the value of $WLFI tokens and other risks detailed in the Company’s periodic reports filed with the Securities and Exchange Commission (the “SEC”). Should one or more of these risks or uncertainties materialize, or should the assumptions set out in the section entitled “Risk Factors” in the Company’s filings with the SEC underlying those forward-looking statements prove incorrect, actual results may vary materially from those described herein. These forward-looking statements are made as of the date of this press release and the Company does not intend, and does not assume any obligation, to update these forward-looking statements, except as required by law. The Company cannot assure that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Individuals are cautioned that forward-looking statements are not guarantees of future performance and accordingly investors are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty therein.

 

1. Based on $WLFI token prices as of 9:30AM ET, September 4th, 2025 per CoinMarketCap.com

 

View source version on businesswire.com: https://www.businesswire.com/news/home/20250904739095/en/

 

Media/Investor Relations

ALT5@icrinc.com