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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) February 23, 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, NV |
|
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
8 - Other Events
Item
8.01 Other Events.
On
February 23, 2026, Tony Isaac, the acting Chief Executive Officer of ALT5 Sigma Corporation, issued a letter addressed to ALT5 Sigma’s
stockholders, wherein he outlined ALT5 Sigma’s compliance restoration, governance strengthening, and strategy to drive long-term
stockholder value and provided certain corporate updates. The letter was issued in the form of a press release, a copy of which is attached
as Exhibit 99.1 to this Current Report on Form 8-K.
Forward-looking
Statements
The
referenced letter, including the section entitled “Looking Ahead”, contains statements that are forward-looking statements
as defined within the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the growth
of USD1, ALT5’s ability to benefit from the growth of USD1, the value of ALT5’s $WLFI holdings, ALT5’s accelerated
growth in digital asset treasury operations, the positioning of the Company in the digital asset treasury sector, and the profitability
and prospective growth of ALT5’s platforms and business that are subject to risks that may include, but are not limited to, international
currency risks, third-party or customer credit risks, liability claims stemming from ALT5’s services, and technology challenges
for future growth or expansion, and statements regarding the Company’s potential separation plans of its biotech business. Words
such as “continue”, “expect”, “intend”, “will”, “hope”, “should”,
“would”, “may”, “potential”, and other similar expressions may indicate forward-looking statements,
though not all forward-looking statements contain such words. Such statements reflect the Company’s current view with respect to
future events, are subject to risks and uncertainties, including international currency risks, third-party or customer credit risks,
liability claims stemming from ALT5’s services, and technology challenges for future growth or expansion, and are necessarily based
upon a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business,
economic, competitive, political, and social uncertainties, and contingencies.
Many
factors could cause the Company’s actual results, performance, or achievements to be materially different from any future results,
performance or achievements described in the referenced letter. Such factors could include, among others, changes in the value of $WLFI
tokens, a downturn in the adoption of stable coins, and other risks detailed in the Company’s periodic reports filed with the Securities
and Exchange Commission (the “SEC”). Should one or more of these risks or uncertainties materialize, or should the assumptions
set out in the section entitled “Risk Factors” in the Company’s filings with the SEC underlying those forward-looking
statements prove incorrect, actual results may vary materially from those described herein. These forward-looking statements are made
as of the date of the referenced letter and the date of this Current Report on Form 8-K and the Company does not intend, and does not
assume any obligation, to update these forward-looking statements, except as required by law. The Company cannot assure that such statements
will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Individuals
are cautioned that forward-looking statements are not guarantees of future performance and accordingly investors are cautioned not to
put undue reliance on forward-looking statements due to the inherent uncertainty therein.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release containing letter to stockholders dated February 23, 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:
February 23, 2026 |
By: |
/s/
Tony Isaac |
| |
|
Tony
Isaac |
| |
|
Acting
Chief Executive Officer |
Exhibit 99.1
ALT5
Sigma Corporation Issues Stockholder Letter and Provides Corporate Update
CEO
Tony Isaac Outlines Compliance Restoration, Governance Strengthening, and Strategy to Drive Long-Term Stockholder Value
LAS
VEGAS, NEVADA (February 23, 2026) – ALT5 Sigma Corporation (the “Company” or “ALT5”) (NASDAQ: ALTS)
(FRA: 5AR1), a fintech company operating institutional-grade global payments, trading, and settlement infrastructure, today issued a
letter to stockholders from Tony Isaac, Acting Chief Executive Officer.
Dear
Stockholders,
Over
the past 60 days, our focus has been clear: restore compliance, strengthen governance, sharpen operational discipline, and position ALT5
to better align its market valuation with its underlying asset base and infrastructure platform.
This
update is intended to provide transparency regarding recent operational, compliance, and corporate developments, as well as to outline
how we intend to execute with discipline and support sustainable long-term value creation.
Restoring
Compliance and Strengthening the Foundation
During
the past two months, we have made meaningful strides across several critical areas:
| ● | Returned
to compliance with applicable U.S. Securities and Exchange Commission reporting requirements |
| ● | Regained
compliance with applicable Nasdaq listing requirements |
| ● | Reorganized
certain business operations to improve efficiency, internal controls, and oversight |
| ● | Expanded
and enhanced investor outreach and engagement initiatives |
We
have filed all required reports to restore timeliness under our SEC reporting obligations and are committed to maintaining full compliance
with applicable filing deadlines going forward. In addition, the Company has regained compliance with applicable Nasdaq listing requirements.
Strengthening financial controls, reporting discipline, and governance standards is foundational to restoring confidence and supporting
long-term value creation.
In
parallel, we have refined our operational structure to better align oversight, accountability, and execution across our payments, trading,
and settlement infrastructure.
Governance
and Leadership Updates
As
previously disclosed in our Current Report on Form 8-K filed November 26, 2025:
| ● | The
Board concluded Jonathan Hugh’s employment as Chief Financial Officer and acting Chief
Executive Officer, without cause, effective November 21, 2025. |
| ● | Ron
Pitters was provided notice on November 25, 2025 of the Board’s decision to
conclude his Consulting Agreement in accordance with its terms. |
We
remain engaged in constructive discussions to resolve any outstanding economic matters with these two individuals. These changes reflect
our commitment to strengthening governance, oversight, and executive alignment as we execute our long-term strategy. Subsequent to these
changes, the Company appointed Steven Plumb as Chief Financial Officer and added Dr. Adel Elmessiry and Tim Stanley to its Board of Directors,
reinforcing financial oversight and governance alignment.
Rwanda
Subsidiary Matter
As
previously disclosed in our Current Report on Form 8-K filed August 29, 2025, and updated in our Quarterly Report filed January 12, 2026,
on May 7, 2025, the Intermediate Court of Nyarugenge, Rwanda, rendered a judgment concerning our Canadian indirect, second-tier subsidiary
and its former principal, related to approximately US$3.5 million held at I&M Bank in Rwanda.
The
court ordered that the US$3.5 million be permanently forfeited to the Rwandan State Treasury. The judgment is currently on appeal before
the High Court of Kigali, Rwanda.
In
connection with the Intermediate Court’s decision, we recorded a US$3.5 million allowance on our condensed consolidated balance
sheets. As a result, there will be no additional financial statement impact should the appeal be unsuccessful. Conversely, if the appeal
is successful, we would expect to recapture some or all of the allowance.
We
continue to pursue all available remedies to protect the interests of the Company and its stakeholders.
Aligning
Market Valuation with Intrinsic Value
As
of February 19, 2026, ALT5’s closing share price was $1.52, implying an equity market capitalization of approximately $192 million
based on 126,339,124 outstanding shares of our common stock.
Based
on management’s recent estimate of net asset value (NAV) as of February 19, 2026, which includes digital asset holdings, cash,
and all other assets, the Company’s NAV is approximately $843 million, or $6.67 per issued and outstanding share of common stock,
implying that ALT5 shares trade at approximately a 77% discount to intrinsic value.
Our
objective is to reduce this valuation misalignment over time through disciplined execution, transparent communication, and thoughtful
capital allocation.
As
previously announced, our Board authorized a share repurchase program designed to allocate our capital opportunistically when management
and the Board determine that market pricing does not accurately reflect the intrinsic value of our underlying net asset base and operating
platform. When executed prudently and in accordance with applicable regulations, these repurchases will represent a direct mechanism
to enhance per-share value and capital efficiency.
We
remain focused on capital structure discipline, prudent management of dilution, and long-term stockholder alignment.
ALT5
has processed more than $8 billion in digital asset transactions since inception. Sustained operational performance, institutional adoption,
and transaction scalability remain central to reinforcing the strength of our infrastructure platform.
In
February 2026, we announced the launch of ALT5 Ai, a strategic business unit designed to extend our regulated payment and settlement
infrastructure into Ai-driven commerce, and appointed Bill Inman as Chief Innovation Strategist and Spokesperson. In this role, Mr. Inman
will guide the Company’s intended expansion at the intersection of artificial intelligence, decentralized systems, and enterprise
payment infrastructure.
As
artificial intelligence systems increasingly execute workflows, authorize transactions, and interact across digital environments, we
believe enterprise-grade payment rails capable of secure authorization, compliance oversight, and real-time settlement will become foundational
infrastructure. ALT5 Ai is intended to build upon our existing operating platform by enabling Ai-to-enterprise and Ai-to-Ai transaction
capabilities aligned with institutional compliance standards.
Recent
mainstream financial media coverage has highlighted initiatives within the broader World Liberty Financial ecosystem, reflecting increasing
visibility and evolving real-world utility across digital asset markets. As compliant digital asset infrastructure continues to mature
and practical applications expand, we believe enterprise-grade platforms positioned at the intersection of payments and digital assets
will increasingly reflect their underlying value in public markets.
Looking
Ahead
With
compliance restored, governance strengthened, and previously disclosed matters appropriately addressed in our financial statements, our
focus remains on disciplined execution across our regulated payments and digital asset infrastructure.
We
appreciate the continued engagement of our stockholders and look forward to providing further updates as we execute this next phase of
the Company’s development.
Sincerely,
Tony
Isaac
Acting
Chief Executive Officer
ALT5
Sigma Corporation
About
ALT5 Sigma Corporation
ALT5
Sigma Corporation (NASDAQ: ALTS) (FRA:5AR1) is a fintech company with a strategic $WLFI digital asset treasury strategy initiative and
an established global payments, trading, and settlement infrastructure, including card-based programs supporting crypto-to-fiat and fiat-to-crypto
transactions. Since the inception of the Company’s processing platforms in 2018, the Company has leveraged its blockchain infrastructure
expertise and proven track record of processing over $8 billion in cryptocurrency transactions to optimize its digital asset treasury
operations and capitalize on growing $WLFI ecosystem developments across retail platforms, payment integrations, and international market
expansion.
Forward-looking
Statements
The
referenced letter, including the section entitled “Looking Ahead”, contains statements that are forward-looking statements
as defined within the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the growth
of USD1, ALT5’s ability to benefit from the growth of USD1, the value of ALT5’s $WLFI holdings, ALT5’s accelerated
growth in digital asset treasury operations, the positioning of the Company in the digital asset treasury sector, and the profitability
and prospective growth of ALT5’s platforms and business that are subject to risks that may include, but are not limited to, international
currency risks, third-party or customer credit risks, liability claims stemming from ALT5’s services, and technology challenges
for future growth or expansion, and statements regarding the Company’s potential separation plans of its biotech business. Words
such as “continue”, “expect”, “intend”, “will”, “hope”, “should”,
“would”, “may”, “potential”, and other similar expressions may indicate forward-looking statements,
though not all forward-looking statements contain such words. Such statements reflect the Company’s current view with respect to
future events, are subject to risks and uncertainties, including international currency risks, third-party or customer credit risks,
liability claims stemming from ALT5’s services, and technology challenges for future growth or expansion, and are necessarily based
upon a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business,
economic, competitive, political, and social uncertainties, and contingencies.
Many
factors could cause the Company’s actual results, performance, or achievements to be materially different from any future results,
performance or achievements described in the referenced letter. Such factors could include, among others, changes in the value of $WLFI
tokens, a downturn in the adoption of stable coins, and other risks detailed in the Company’s periodic reports filed with the Securities
and Exchange Commission (the “SEC”). Should one or more of these risks or uncertainties materialize, or should the assumptions
set out in the section entitled “Risk Factors” in the Company’s filings with the SEC underlying those forward-looking
statements prove incorrect, actual results may vary materially from those described herein. These forward-looking statements are made
as of the date of the referenced letter and the date of this Current Report on Form 8-K and the Company does not intend, and does not
assume any obligation, to update these forward-looking statements, except as required by law. The Company cannot assure that such statements
will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Individuals
are cautioned that forward-looking statements are not guarantees of future performance and accordingly investors are cautioned not to
put undue reliance on forward-looking statements due to the inherent uncertainty therein.
Media
Relations
ALT5
Sigma Corporation
Phone:
+1 (888) 778-7091
Email:
info@alt5sigma.com
Investor
Relations
Gateway
Group, Inc.
Phone:
+1 (949) 574-3860
Email:
ALTS@gateway-grp.com
