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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 1, 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.
Commencing
in late 2024, ALT5 Sigma
Corporation (the “Company”) had disclosed a strategic plan to separate into two distinct companies and its intent to finance
Alyea Therapeutics Corporation (“Alyea”) separately from the Company in a manner that was to be determined. As a result of
several factors, a potential spin-off, or similar transaction, of Alyea will
not occur with the previously disclosed June 2, 2025, record
date and may not occur under the previously disclosed timeline. To the extent the Company undertakes a spin-off or similar transaction
of Alyea, it will announce at an appropriate time the relevant information, including a future record date, structure, and timing. The
Company remains encouraged by the science and potential of Alyea’s non-addictive pain treatment patents and potential progression
to the next stage of clinical trials across its prospective products, which could increase Alyea’s realizable value. The Company
continues to evaluate its strategic options both to maximize and realize the value of Alyea.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. The Company intends for such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements
contained in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended.
All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, but
not limited to, statements regarding Alyea’s potential separation from the Company and the timing of Alyea’s separation.
Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause the Company’s
actual results and actions to be materially different from any future results or actions expressed or implied by the forward-looking
statements, including, but not limited to, the factors discussed under the caption “Risk Factors” in the Company’s
Annual Report on Form 10-K for the year ended December 28, 2024 filed with the Commission on March 28, 2025, as amended on August 12,
2025, as any such factors may be updated from time to time in the Company’s other filings with the SEC, including the Quarterly
Report on Form 10-Q for the quarter ended June 28, 2025 filed with the Commission on August 12, 2025. The forward-looking statements
in this Current Report on Form 8-K are based upon information available to us as of the date hereof, and while the Company believes such
information forms a reasonable basis for such statements, it may be limited or incomplete, and the Company’s statements should
not be read to indicate that the Company has conducted an exhaustive inquiry into, or review of, all potentially available relevant information.
These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.
Except
as required by applicable law, the Company does not plan to publicly update or revise any forward-looking statements contained in this
Current Report on Form 8-K, whether as a result of any new information, future events or otherwise.
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 1, 2025 |
By: |
/s/
Jonathan Hugh |
| |
|
Jonathan
Hugh |
| |
|
Chief
Financial Officer |
