ALT5 Sigma Corp — Annual Report 2023

Mar 25, 2025

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

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

For the fiscal year ended December 30 , 2023

or

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

Commission File No. 000-19621

ALT5 SIGMA CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	41-1454591
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
325 E. Warm Springs Road , Las Vegas , Nevada	89119
(Address of principal executive offices)	(Zip Code)

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

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

Common Stock, $0.001 par value Title of each class ALTS Trading Symbol(s) Nasdaq Capital Market Name of each exchange on which registered

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

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

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

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

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

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

Large accelerated filer	o	Accelerated filer	o
Smaller reporting company	x	Emerging growth company	o

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

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

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

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

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

The aggregate market value of the registrant’s common stock held by non-affiliates, based on the closing sales price of such stock on July 1, 2023 was $ 2,981,872 .

The number of shares outstanding of the registrant’s common stock as of April 8, 2024 was 8,593,636 .

Hudgens CPA, PLLC PCAOB ID# 6849 Houston, Texas

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TABLE OF CONTENTS

	Page
Introductory Statement	4
PART IV
Item 15. Exhibits and Financial Statement Schedules	5
Index to Exhibits	6
Signatures	7

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INTRODUCTORY STATEMENT

ALT5 Sigma Corporation is filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 30, 2023 for the purpose of filing the correct Exhibits 31.1, 31.2, 32.1, and 32.2 to replace those that were misdated in the original filing. Other than the filing of these replacement exhibits and the dating of this Amendment, there are no changes to that Annual Report.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)Financial Statements, Financial Statement Schedules and Exhibits

3.Exhibits

See Index to Exhibits

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Index to Exhibits

Exhibit No.	Description
31.1+	Certification by President pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2+	Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+	Certification by President pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2+	Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
+	Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on our behalf by the undersigned, thereunto duly authorized.

March 25, 2025
By	/s/ Tony Isaac
	Tony Isaac
	President

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
Principal Executive Officer
/s/ Tony Isaac	President, Treasurer	March 25, 2025
Tony Isaac
Principal Financial and Accounting Officer
/s/ Virland A. Johnson	Chief Financial Officer	March 25, 2025
Virland A. Johnson
Directors
/s/ Tony Isaac	Director	March 25, 2025
Tony Isaac
/s/ Richard Butler	Director	March 25, 2025
Richard Butler
/s/ John Bitar	Director	March 25, 2025
John Bitar
/s/ Nael Hajjar	Director	March 25, 2025
Nael Hajjar