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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): March 3, 2026
ALT5
SIGMA CORPORATION
(Exact
Name of Registrant as Specified in Charter)
| Nevada |
|
000-19621 |
|
41-1454591 |
| (State or Other Jurisdiction |
|
(Commission |
|
(IRS Employer |
| of Incorporation) |
|
File Number) |
|
Identification No.) |
8548
Rozita Lee Avenue, Suite 305
Las
Vegas, NV 89113
(Address
of Principal Executive Offices and Zip Code)
Registrant’s
telephone number, including area code: 800-400-2247
(Former
Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
| ☐ |
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, $0.001 par
value per share |
|
ALTS |
|
The
NASDAQ Stock Market LLC
(The
NASDAQ Capital Market) |
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
disclosed on December 2, 2025, ALT5 Sigma Corporation
(the “Company”) received a notice from The Nasdaq Stock Market LLC (“NASDAQ”) (the “10-Q
Notice”) on November 19, 2025, notifying the Company that, since the Company had not filed its Quarterly Report on
Form 10-Q for the period ending September 27, 2025 in a timely manner, it was no longer in compliance with Nasdaq Listing
Rule 5250(c)(1). The 10-Q Notice also granted the Company 60 calendar days to submit a plan to regain compliance and, if
the plan was accepted, Nasdaq Regulation would grant an exception of 180 calendar days from the filing’s due date or until May
18, 2026, to regain compliance. On December 21, 2025, the Company filed a plan with Nasdaq indicating that the Company would
file its Form 10-Q by no later than May 18, 2026.
On
January 12, 2026, the Company filed its Quarterly Report on Form 10-Q for the period ending September 27, 2025.
On January 13, 2026, the Company received a letter from Nasdaq Regulation notifying the Company that, based on the January
12, 2026, filing, Nasdaq Regulation determined that the Company complied with Nasdaq Listing Rule 5250(c)(1) and that the matter was
then closed.
As disclosed on December 3, 2025, the Company received
a notice from NASDAQ (the “Audit Committee Notice”) on that date, notifying the Company that, as a result of
the resignation of a member of the Company’s Board of Directors (the “Board”) as a director and, accordingly,
from all committees on which he served, the Company was not in compliance with the requirements with Nasdaq Listing
Rule 5605 (the “Corporate Governance Requirements”), specifically Nasdaq Listing Rule 5605(c)(2)(A) (the “Audit Committee
Requirement”). The Audit Committee Notice also granted the Company a cure period, pursuant to Nasdaq Listing Rule 5605(c)(4).
Following the Company’s announcement on February
6, 2026, of the appointment of Mr. Tim Stanley to the Board as an independent director and as Chair of the Audit Committee,
the Company received a letter from Nasdaq Regulation on March 3, 2026, confirming that the Company had regained compliance with
the Audit Committee Requirement and that the matter was then closed.
Further, as disclosed on January 12, 2026, the Company
received a notice from NASDAQ (the “Annual Meeting Notice”) on January 7, 2026, notifying the Company that it did
not comply with Nasdaq Listing Rule 5620(a) because it had not held a stockholders’ meeting within 12 months of the end
of the Company’s fiscal year. The Annual Meeting Notice also granted the Company an extension to regain compliance with Nasdaq
Listing Rule 5620(a) until March 2, 2026.
Following
the Company’s announcement on March 2, 2026, that the Company’s 2025 Annual Meeting of Stockholders was held
on February 27, 2026, the Company received a letter from Nasdaq on March 3, 2026, indicating that the Company complied
with the Annual Meeting of Stockholders Rule and that the matter was then closed.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
| Exhibit
Number |
|
Description |
| |
|
|
99.1
|
|
Nasdaq
letter to ALT5 Sigma Corporation, dated January 13, 2026 regarding the 10-Q Notice.
|
| 99.2 |
|
Nasdaq letter
to ALT5 Sigma Corporation, dated March 3, 2026 regarding the Audit
Committee Notice. |
| 99.3 |
|
Nasdaq letter
to ALT5 Sigma Corporation, dated March 3, 2026 regarding the Annual
Meeting Notice. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
ALT5 Sigma Corporation |
| |
|
|
| |
By: |
/s/ Tony
Isaac |
| |
Name: |
Tony Isaac |
| |
Title: |
Acting Chief Executive Officer |
Dated:
March 5, 2026
Exhibit 99.1

Exhibit 99.2

Exhibit 99.3