ALTS secures conditional flexibility for $WLFI tokens; sales still restricted

Rhea-AI Filing Summary

ALT5 Sigma Corporation disclosed a targeted update to prior token restrictions tied to its August 11, 2025 agreements with World Liberty Financial. The company obtained a limited waiver allowing $WLFI tokens to be pledged as collateral, lent, and staked (to the extent permitted by World Liberty Financial), while dispositions and sales remain restricted.

For tokens purchased under the Securities Purchase Agreement, this waiver applies only when prefunded warrants are exercisable in full and all related securities have an effective resale registration statement. Exercisability depends on an increase in authorized share capital, which requires shareholder approval. All other Token Prohibitions remain in effect.

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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) October 6, 2025

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.)

325 E. Warm Spring Road, Suite 102 Las Vegas, NV		89119
(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. ☐

Item 8.01. Other Events.

As previously disclosed on August 11, 2025 (the “Effective Date”), ALT5 Sigma Corporation (the “Company”) entered into a Private Placement Securities Purchase Agreement (the “Securities Purchase Agreement”) and Token Purchase Agreement (the “Token Purchase Agreement”, and collectively with the Securities Purchase Agreement, the “Agreements”), which restrict the use of the $WLFI tokens acquired pursuant to the Agreements in certain circumstances (the “Token Prohibitions”). Subsequently, the Company and World Liberty Financial, Inc. have agreed, effective as of August 11, 2025, that in order to clarify the Company’s use of the tokens, the Token Prohibitions shall be waived solely with respect to (i) pledging the tokens as collateral, (ii) lending the tokens; and (iii) staking tokens to the extent permitted by World Liberty Financial, Inc., subject to continued restrictions on any disposition or sale of such tokens. In addition, the tokens purchased pursuant to the Securities Purchase Agreement shall not be subject to the waiver of the Token Prohibitions unless and until such time as the prefunded warrants sold pursuant to the Securities Purchase Agreement are able to be exercised in full and all of the securities sold pursuant to the Securities Purchase Agreement are the subject of an effective resale registration statement. Notwithstanding the above, the Token Prohibitions otherwise remain in full force and effect. With respect to the condition on the exercise in full of the prefunded warrants noted above, such exercise is dependent upon an increase in the authorized share capital of the Company which remains dependent upon shareholders approving an increase in the authorized share capital of the Company.

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: October 14, 2025	By:	/s/ Jonathan Hugh
		Jonathan Hugh
		Chief Financial Officer

FAQ

What did ALT5 Sigma (ALTS) change about $WLFI token use?

A limited waiver now permits pledging $WLFI tokens as collateral, lending, and staking (as permitted by World Liberty Financial). Sales and other dispositions remain restricted.

Which $WLFI token activities remain restricted for ALTS?

Any disposition or sale of the tokens remains restricted under the existing Token Prohibitions.

When does the waiver apply to tokens bought under the Securities Purchase Agreement?

Only when the prefunded warrants can be exercised in full and all securities sold under that agreement are covered by an effective resale registration statement.

What condition affects exercising the prefunded warrants at ALTS?

Exercising in full depends on an increase in the company’s authorized share capital, which requires shareholder approval.

Who must permit staking of ALTS’s $WLFI tokens?

Staking is permitted only to the extent allowed by World Liberty Financial, Inc.

What is ALT5 Sigma’s trading symbol and exchange?

The common stock trades as ALTS on The Nasdaq Stock Market LLC.