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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) April 20, 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, Nevada |
|
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
1 - Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
Block
Street Corp.
On
April 20, 2026, ALT5 Sigma Corporation (the “Company”, “we”, “our”, or “us”) entered
into a Stock Exchange Agreement (the “SEA”) with the four owners of Block Street Corp., a Nevada corporation (“Block
Street”). In connection with the SEA, we granted the four owners certain warrants for the purchase of shares of our common stock
and Block Street entered into employment agreements with two of the four individuals.
We
issued an aggregate of 12,670,257 shares (the “Issued Stock”) of our common stock (our “Common Stock”) to the
four individuals, valued at $12 million at Nasdaq minimum price and granted two sets of five-year, pre-funded warrants to the four individuals,
the first set of which (the “Set One Warrants”) is exercisable for an aggregate of up to 15,837,821 shares (the “Set
One Warrant Stock”) of Common Stock with an initial aggregate exercise price of $15 million at Nasdaq minimum price and a remaining
exercise price of $.001 per share and the second set of which (the “Set Two Warrants”) is exercisable for an aggregate of
up to 16,893,675 shares (the “Set Two Warrant Stock”) of Common Stock with an initial aggregate exercise price of $16 million
at Nasdaq minimum price and a remaining exercise price of $.001 per share. The Set One Warrants vest in full at any time on or after
the date on which Block Street (following the closing of the transactions contemplated by the SEA) has generated US GAAP-compliant net
revenues, applied consistently with the Company’s historical accounting policies, on a trailing four consecutive Company-quarterly
reporting basis, of not less than $20,000,000, as certified by the principal financial officer of the Company. The Set Two Warrants vest in full at any time on or after the date on which Block Street (following
the closing of the transactions contemplated by the SEA) has generated US GAAP-compliant annual “Modified Operating Income,”
applied consistently with the Company’s historical accounting policies, on a trailing four consecutive Company-quarterly reporting
basis, of not less than $8,000,000, as certified by the principal financial officer of the Company. “Modified Operating Income” means “Net Operating Income” plus realized gains
and minus realized losses from the sale of tokens generated by the initial coin offerings operations of Block Street. “Net
Operating Income” means, using the following categories as defined in SEC Regulation S-X Section 210.5-03: net sales and gross
revenues, less (i) costs and expenses applicable to sales and revenues, and (ii) other operating costs and expenses, and (iii) selling,
general and administrative expenses, and (iv) provision for doubtful accounts and notes, and (v) other general expenses.
Both
the Set One Warrants and the Set Two Warrants provide for the cashless exercise thereof.
The
shares of Issued Stock and the shares of Set One Warrant Stock and Set Two Warrant Stock, from and after the respective issuances thereof,
are subject to contractual lock-up and leak-out provisions. The lock-up period for all of such shares of stock is 24 months, subject
to releases of 25% thereof every six months commencing April 20, 2026 for the shares of Issued Stock and commencing on the dates on which
the shares of Set One Warrant Stock and Set Two Warrant Stock are issued.
Each
holder of shares “leak-out” stock has the right, but not the obligation, to sell those shares of stock into the public markets
on each trading day that quantum of such shares in an amount that does not exceed 10% of the average number of shares of our Common Stock
sold in the public markets during each of the twenty (20) trading days preceding the date on which the holder sells any of such shares
of stock, the daily trading volume as reflected on nasdaq.com (the “Daily Leak-out Volume”). The Daily Leak-out Volume is
not cumulative; it is a trading day “use it or lose it” right. Further, the gross price of each such share of stock sold
by the holder shall be at not less than the “best bid” at the time that the relevant holder places a sell order with his
broker, no matter how such sell order is placed. If a holder, in a transaction not involving the public markets, shall sell or otherwise
give, swap, transfer, or hypothecate, or grant any option for the sale, gift, swap, transfer, or hypothecation, to any third party in
respect of any of such shares of stock, then (A) as a condition precedent to the closing of such a transaction, such third party shall
execute an agreement in favor of us that contains leak-out provisions substantially similar to the leak-out provisions set forth in this
section and (B) any sales into the public markets by such third party shall be aggregated on a daily basis with any sales into the public
markets by the legacy holder. The Daily Leak-out Volume shall be adjusted for forward stock splits, reverse stock splits (consolidations),
and recapitalizations of shares of our Common Stock and similar transactions affecting all holders of our Common Stock equally.
We
do not have any obligation to register any of the shares of the Issued Stock, the Set One Warrant Stock, or the Set Two Warrant Stock.
The
issuance of the Issued Stock, the grant of the Set One Warrants and the Set Two Warrants, and the potential issuances of the shares of
Set One Warrant Stock and Set Two Warrant Stock were all effectuated as a private offering under Section 4(a)(2) of the Securities Act
of 1933, as amended (the “1933 Act”).
The
foregoing descriptions of the SEA, Employment Agreements, Set One Warrant, and Set Two Warrant do not purport to be complete and are
qualified in its entirety by reference to the full text of each such agreement, a copy of each of which is attached as exhibits 10.138,
10.139, 10.140, 4.11, and 4.12 to this Current Report on Form 8-K and are incorporated by reference
herein.
Dectec
On
April 20, 2026, we also entered into binding letter of intent with the Decentralized Technologies Inc. (“Dectec”), pursuant
to which we will acquire all of the issued and outstanding shares of capital stock of Dectec and will issue four million shares of our
Common Stock (the “Initial Issuance”) to the equity holders of Dectec. In addition to the Initial Issuance, we shall issue
up to four million shares of our Common Stock during the following 36-month period from closing at a ratio of one million shares for
every five million dollars of “Gross Profit” generated by Dectec’s solutions. “Gross Profit” is defined
as Gross Sales generated directly from Dectec’s solutions, less (i) cost of goods sold (which include, but are not limited to,
commissions, software licenses, data acquisition costs, AI compute costs, and other direct delivery costs associated with Dectec’s
operations) and (ii) (A) costs and expenses applicable to sales and revenues and (B) other operating costs and expenses and (C) selling,
general and administrative expenses and (D) provision for doubtful accounts and notes and (E) other general expenses.
The
issuance of the Initial Issuance of Stock was effectuated as a private offering under Section 4(a)(2) of the 1933 Act.
Section
3 – Securities and Trading Markets
Item
3.02 Unregistered Sales of Equity Securities.
The
information disclosed in Item 1.01 of this Current Report on Form 8-K in respect of issuance of shares of our common stock is incorporated
herein by reference.
Section
9 – Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description |
| 4.11 |
|
Form of $20,000,000 pre-funded warrant from Block Street transaction, granted April 20, 2026. |
| 4.12 |
|
Form of $16,000,000 pre-funded warrant from Block Street transaction, granted April 20, 2026. |
| 10.138 |
|
Form of Stock Exchange Agreement for the Block Street transaction, dated April 20, 2026. |
| 10.139 |
|
Form of Employment Agreement between Block Street Corp. and Derek Peterson, dated April 20, 2026. |
| 10.140 |
|
Form of Employment Agreement between Block Street Corp. and Matthew Morgan, dated April 20, 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:
April 24, 2026 |
By: |
/s/
Tony Isaac |
| |
|
Tony
Isaac |
| |
|
Chief
Executive Officer and President |
