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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 16, 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
5.07 Submission of Matters to a Vote of Security Holders.
On
October 16, 2025, at 1:00 P.M. Eastern Time, ALT5 Sigma Corporation (the “Company”) reconvened its Special Meeting of Stockholders
(the “Special Meeting”) exclusively online via live webcast. The Special Meeting was previously convened and adjourned on
October 10, 2025. As of August 12, 2025, the record date for the Special Meeting, there were 109,620,596 outstandings shares of the Company’s
common stock and 883,667 outstanding shares of voting preferred stock. At the reconvened Special Meeting, stockholders voted on Proposal
3, to approve an amendment of the Company’s Articles of Incorporation, as amended, to increase the total number of authorized shares
of common stock, from 200,000,000 shares to 2,000,000,000, as described in the Company’s Definitive Proxy Statement on Schedule
14A for the Special Meeting, filed with the U.S. Securities and Exchange Commission on September 26, 2025. The results of Proposal 3, which take into account both the shares of common stock and shares of voting preferred stock, are as follows:
(a)
Proposal 3 - Approval of an amendment of the Company’s Articles of Incorporation, as amended, to increase the total number of authorized
shares of common stock, from 200,000,000 shares to 2,000,000,000.
The
votes with respect to the approval of an amendment of the Company’s Articles of Incorporation, as amended,
to increase the total number of authorized shares of common stock, from 200,000,000 to 2,000,000,000, were as follows:
| Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| | 56,829,178 | | |
| 13,099,874 | | |
| 4,646 | | |
| — | |
Based
on the results set forth above, the stockholders approved an amendment to the Company’s Articles of Incorporation,
as amended, to increase the total number of authorized shares of common stock, from 200,000,000 shares to 2,000,000,000 (the “Amendment”).
The Company plans to file the Amendment with the Secretary of State of Nevada.
No
other matters were voted on at the reconvened Special Meeting.
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 16, 2025 |
By: |
/s/
Jonathan Hugh |
| |
|
Jonathan Hugh |
| |
|
Chief Financial Officer |
