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) February 23, 2026
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.) |
8548 Rozita Lee Avenue, Suite 305 Las Vegas, NV | 89113 | |
| (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. ☐
Section 8 - Other Events
Item 8.01 Other Events.
On February 23, 2026, Tony Isaac, the acting Chief Executive Officer of ALT5 Sigma Corporation, issued a letter addressed to ALT5 Sigma’s stockholders, wherein he outlined ALT5 Sigma’s compliance restoration, governance strengthening, and strategy to drive long-term stockholder value and provided certain corporate updates. The letter was issued in the form of a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Forward-looking Statements
The referenced letter, including the section entitled “Looking Ahead”, 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 the growth of USD1, ALT5’s ability to benefit from the growth of USD1, the value of ALT5’s $WLFI holdings, ALT5’s accelerated growth in digital asset treasury operations, the positioning of the Company in the digital asset treasury sector, and the profitability and prospective growth of ALT5’s platforms and business that are subject to risks 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. Words such as “continue”, “expect”, “intend”, “will”, “hope”, “should”, “would”, “may”, “potential”, and other similar expressions may indicate forward-looking statements, though not all forward-looking statements contain such words. Such statements reflect the Company’s current view with respect to future events, are subject to risks and uncertainties, including 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 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.
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 the referenced letter. Such factors could include, among others, changes in the value of $WLFI tokens, a downturn in the adoption of stable coins, 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 the referenced letter and the date of this Current Report on Form 8-K 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 99.1 | Press Release containing letter to stockholders dated February 23, 2026 | |
| 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: February 23, 2026 | By: | /s/ Tony Isaac |
| Tony Isaac | ||
| Acting Chief Executive Officer | ||