Executive clawback policy filed by ALT5 Sigma (NASDAQ: ALTS)

Rhea-AI Filing Summary

ALT5 Sigma Corporation filed Amendment No. 1 to its annual report dated December 27, 2025 to add its Compensation Recoupment (Clawback) Policy as Exhibit 97.1. The company states that, other than including this replacement exhibit and updating the amendment date, no changes were made to the original annual report.

The filing also notes that the aggregate market value of common stock held by non-affiliates was approximately $160.6 million based on the closing price on June 27, 2025, and that 127,166,254 shares of common stock were outstanding as of April 9, 2026.

Key Figures

Aggregate market value of non-affiliate common stock: $160.6 million Shares outstanding: 127,166,254 shares Common stock par value: $0.001 per share

3 metrics

Aggregate market value of non-affiliate common stock $160.6 million Based on closing sales price on June 27, 2025

Shares outstanding 127,166,254 shares Common stock outstanding as of April 9, 2026

Common stock par value $0.001 per share Par value of ALT5 Sigma common stock

Key Terms

Compensation Recoupment (Clawback) Policy, emerging growth company, smaller reporting company, Interactive Data File, +1 more

5 terms

Compensation Recoupment (Clawback) Policy financial

"for the purpose of filing its Compensation Recoupment (Clawback) Policy, as Exhibit 97.1"

emerging growth company financial

"Emerging growth company | | |"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

smaller reporting company financial

"Non-accelerated filer | Smaller reporting company |"

A smaller reporting company is a publicly traded firm that meets regulatory size tests allowing it to provide abbreviated financial disclosures and compliance filings compared with larger companies. For investors, that means financial statements and notes may be less detailed, which can make it harder to compare performance or spot risks—think of reading a short summary instead of a full report when deciding whether to buy or hold a stock.

Interactive Data File financial

"Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)"

Section 404(b) of the Sarbanes-Oxley Act financial

"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"

How to Read a 10-K Annual Report →

false FY 0000862861 0000862861 2024-12-29 2025-12-27 0000862861 2025-06-27 0000862861 2026-04-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure ALTS:Segment ALTS:Integer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

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

For the fiscal year ended December 27, 2025

or

☐ 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.)

8548 Rozita Lee Avenue, Suite 305, Las Vegas, Nevada		89113
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 800-400-2247

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

Common Stock, $0.001 par value		ALTS		Nasdaq Capital Market
Title of each class		Trading Symbol(s)		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. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. ☐ Yes ☒ 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. ☒ Yes ☐ 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). ☒ Yes ☐ 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	☐	Accelerated filer	☐	Non-accelerated filer	☒
Smaller reporting company	☒	Emerging growth company	☐

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. ☐

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. ☐

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. ☐

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). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ 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 June 27, 2025 was approximately $160.6 million.

The number of shares outstanding of the registrant’s common stock as of April 9, 2026 was 127,166,254.

TABLE OF CONTENTS

	Page
Introductory Statement	3
PART IV
Item 15. Exhibits and Financial Statement Schedules	4
Index to Exhibits	4
Signatures	5

2

Table of Contents

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 27, 2025 for the purpose of filing its Compensation Recoupment (Clawback) Policy, as Exhibit 97.1. Other than the filing of this replacement exhibit and the dating of this Amendment, there are no changes to that Annual Report.

3

Table of Contents

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements, Financial Statement Schedules and Exhibits

3. Exhibits

See Index to Exhibits

Index to Exhibits

Exhibit No.		Description
97.1+		Compensation Recoupment (Clawback) Policy.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
+		Filed herewith.

4

Table of Contents

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.

April 28, 2026	ALT5 Sigma Corporation
	(Registrant)
	By	/s/ Tony Isaac
		Tony Isaac
		Chief Executive Officer

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		Chief Executive Officer and Director		April 28, 2026
Tony Isaac
Principal Financial and Accounting Officer
/s/ Steven M. Plumb		Chief Financial Officer		April 28, 2026
Steven M. Plumb
Directors
/s/ Zachary Witkoff		Chairman of the Board		April 28, 2026
Zachary Witkoff
/s/ Zachary Folkman		Director		April 28, 2026
Zachary Folkman
/s/ Dr. Adel Elmissiry, Ph.D		Director		April 28, 2026
Dr. Adel Elmissiry, Ph.D
/s/ John Bitar		Director		April 28, 2026
John Bitar
/s/ Nael Hajjar		Director		April 28, 2026
Nael Hajjar
/s/ Tim Stanley		Director		April 28, 2026
Tim Stanley

5

FAQ

What is ALT5 Sigma (ALTS) changing with this 10-K/A amendment?

ALT5 Sigma is amending its annual report only to file its Compensation Recoupment (Clawback) Policy as Exhibit 97.1. The company explicitly states that, aside from this replacement exhibit and the new amendment date, there are no other changes to the original annual report.

Does ALT5 Sigma’s 10-K/A amendment change its financial statements?

No, the amendment does not change ALT5 Sigma’s financial statements or disclosures. It is filed solely to include the company’s Compensation Recoupment (Clawback) Policy as Exhibit 97.1, with the only other modification being the updated date of the amendment itself.

What is ALT5 Sigma’s Compensation Recoupment (Clawback) Policy?

ALT5 Sigma’s Compensation Recoupment (Clawback) Policy, filed as Exhibit 97.1, outlines how incentive-based compensation can be recovered from executives in certain circumstances. The amendment identifies this policy as the reason for filing and labels it a Compensation Recoupment (Clawback) Policy exhibit.

What was ALT5 Sigma’s market value held by non-affiliates?

ALT5 Sigma reports that the aggregate market value of its common stock held by non-affiliates was approximately $160.6 million. This figure is based on the closing sales price of the stock on June 27, 2025, providing a snapshot of its public float valuation on that date.

How many ALT5 Sigma (ALTS) shares were outstanding?

ALT5 Sigma states that 127,166,254 shares of its common stock were outstanding. This share count is given as of April 9, 2026, offering investors a clear view of the company’s equity base at that specific point in time.

On which exchange is ALT5 Sigma’s common stock listed?

ALT5 Sigma’s common stock, with a par value of $0.001 per share, trades on the Nasdaq Capital Market under the symbol ALTS. This listing information confirms where investors can buy or sell the company’s shares in the public markets.