jan-20250927
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
☒ 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 Avenue, 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, 2026, there were 126,199,169 outstanding shares of the registrant’s common stock, with a par value of $0.001.
ALT5 Sigma Corporation
Explanatory Note
ALT5 Sigma Corporation is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarter ended September 27, 2025 for the purposes of:
•Editing Item 1A to remove the second sentence of that Item
•Updating its Exhibits 31.1 and 31.2 to conform them to the Company’s current name
•Updating its Exhibits 32.1 and 32.2 to correct a dating typographical issue
Other than as disclosed above and the dating of this Amendment, there are no changes to that Quarterly Report
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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.
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
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| Exhibit Number | Exhibit Description | Form | File Number | Exhibit Number | Filing Date | |||||||||||||||||||||||||||
| 31.1 | * | |||||||||||||||||||||||||||||||
| 31.2 | * | |||||||||||||||||||||||||||||||
| 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.
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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 14, 2026 | By: | /s/ Tony Isaac | ||||||||
| Tony Isaac | |||||||||||
| Acting Chief Executive Officer | |||||||||||
| (Principal Executive Officer) | |||||||||||
| Date: | January 14, 2026 | By: | /s/ Steven Plumb | ||||||||
| Steven Plumb | |||||||||||
| Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||