Nasdaq notice and Q3 filing change for ALT5 Sigma (NASDAQ: ALTS) shares

Rhea-AI Filing Summary

ALT5 Sigma Corporation filed an amended quarterly report for the quarter ended September 27, 2025, mainly to make limited technical changes. The amendment removes the second sentence in Item 1A, updates certain officer certification exhibits to reflect the company’s current name, and corrects a dating typo in other certification exhibits, with no other changes to the original report.

The company also discloses that on January 7, 2026 it received a delinquency notification letter from Nasdaq for not holding an annual stockholder meeting within twelve months of its fiscal year end. ALT5 Sigma plans to regain compliance by holding its Annual Meeting of Stockholders on February 27, 2026 and submitting a plan; Nasdaq’s framework allows until June 26, 2026 to cure the deficiency, and the notice has no immediate effect on the trading or listing of its common stock.

Positive

• None.

Negative

• Nasdaq delinquency notice for missed annual meeting: On January 7, 2026, ALT5 Sigma received a Nasdaq notification for failing to hold an annual stockholder meeting within twelve months of its fiscal year end, creating listing-compliance risk if not cured by the June 26, 2026 deadline.

Insights

Equity markets and listing-compliance analyst

Amended Q3 filing is minor, but Nasdaq delinquency notice highlights listing-risk if the annual meeting is not held as planned.

The amendment to ALT5 Sigma’s Q3 report for the period ended September 27, 2025 is narrow, focusing on editing one risk-factor sentence and updating officer certification exhibits for name and dating consistency. This indicates the underlying financial and business disclosures in the original quarterly report remain unchanged.

More consequential is the disclosure that on January 7, 2026 the company received a Nasdaq delinquency notification for not holding its annual meeting within twelve months of its fiscal year end, as required by Listing Rule 5620(a) and 5810(c)(2)(G). The company states it will submit a compliance plan and intends to cure the issue by holding its Annual Meeting of Stockholders on February 27, 2026.

Nasdaq’s framework gives ALT5 Sigma up to June 26, 2026 to regain compliance, and the notice currently has no immediate effect on the listing or trading of the common stock on The Nasdaq Capital Market. Actual impact will depend on the company successfully holding the annual meeting and satisfying Nasdaq’s compliance plan requirements as described.

0000862861--12-272025Q3falsexbrli:shares00008628612024-12-292025-09-2700008628612026-01-12

Table of Contents

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

Table of Contents

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

Table of Contents

Exhibit Number

Exhibit Description

Form

File Number

Exhibit Number

Filing Date

31.1

*

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

*

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

*

Certification of the President and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

*

Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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.

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.

						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)

FAQ

What is the purpose of ALT5 Sigma (ALTS) amending its Q3 2025 quarterly report?

The amendment to the Q3 2025 quarterly report is mainly to remove the second sentence of Item 1A, update Exhibits 31.1 and 31.2 so their certifications match ALT5 Sigma’s current name, and correct a dating typographical issue in Exhibits 32.1 and 32.2. The company states there are no other changes to the original quarterly report.

What Nasdaq delinquency notice did ALT5 Sigma (ALTS) disclose?

ALT5 Sigma disclosed that on January 7, 2026 it received a delinquency notification letter from Nasdaq’s Listing Qualifications Staff for non-compliance with Listing Rule 5620(a) and 5810(c)(2)(G), because the company did not hold an annual meeting of stockholders within twelve months of the end of its fiscal year.

When will ALT5 Sigma (ALTS) hold its overdue annual meeting of stockholders?

ALT5 Sigma states that, as set forth in its Current Report on Form 8-K filed on January 2, 2026, it is holding its Annual Meeting of Stockholders on February 27, 2026 to address the prior failure to hold an annual meeting within the required timeframe.

How long does ALT5 Sigma (ALTS) have to regain Nasdaq listing compliance?

According to the disclosure, ALT5 Sigma must submit a plan to regain compliance within 45 days of the January 7, 2026 letter. If Nasdaq accepts the plan, the company will have 180 calendar days, until June 26, 2026, to regain compliance with the listing rule.

Does the Nasdaq delinquency notice immediately affect trading in ALT5 Sigma (ALTS) stock?

No. ALT5 Sigma states that the deficiency notice has no immediate effect on the listing or trading of its common stock on The Nasdaq Capital Market. The company intends to cure the deficiency by submitting a plan and holding its Annual Meeting of Stockholders on February 27, 2026.

Did ALT5 Sigma (ALTS) report any unregistered sales of equity or defaults on senior securities in this amendment?

No. In the amended report, the company states under Item 2, Unregistered Sales of Equity Securities and Use of funds, and Item 3, Defaults Upon Senior Securities, that there were none.

Are there any new risk factors disclosed by ALT5 Sigma (ALTS) in this amended Q3 2025 report?

No new risk factors are added. The company notes that it edited Item 1A by removing the second sentence, and also clarifies that as a smaller reporting company it is not required to provide the information under Item 1A in Part II of the report.