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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 10, 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 10, 2025, the Company held a Special Meeting of Stockholders (the “Special Meeting”) virtually. As of August 12,
2025, the record date for the Special Meeting, there were 109,620,596 outstanding shares of the Company’s common stock and 883,667
outstanding shares of voting preferred stock. The following is a brief description of the final voting results, which take into account
both the shares of common stock and shares of voting preferred stock, for each of the proposals submitted to a vote of the stockholders
at the Special Meeting, which are 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.
At
the Company’s Special Meeting, the Company’s stockholders voted on Proposal 1, Proposal 2, and Proposal 4, each as set forth
below. The Special Meeting was then adjourned for Proposal 3, the proposal 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.
The
Special Meeting will resume with respect to Proposal 3 on October 16, 2025 at 1:00p.m. Eastern Time. The reconvened meeting will be held
virtually at www.virtualshareholdermeeting.com/ALTS2025SM. The record date for determining stockholders eligible to vote at the
Special Meeting remains, August 12, 2025.
(a)
Proposal 1 - Approval of the issuance of the 119,000,000 Shares of Common Stock, in accordance with Nasdaq Listing Rules 5635, upon the
exercise of pre-funded warrants and common stock purchase warrants held by World Liberty Financial, Inc. issued pursuant to a securities
purchase agreement dated August 11, 2025.
The
votes with respect to the approval of the issuance of the 119,000,000 Shares of Common Stock, in accordance with Nasdaq Listing Rules,
upon the exercise of pre-funded warrants and common stock purchase warrants held by World Liberty Financial, Inc. issued pursuant to
a securities purchase agreement dated August 11, 2025, were as follows:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 36,989,693 |
|
12,381,062 |
|
6,427 |
|
13,867,952 |
(b)
Proposal 2 - Approval of the appointment by the board of directors of the Company of a second director selected by World Liberty Financial,
Inc. to the Board, in accordance with Nasdaq Listing Rule 5635, pursuant to the private placement offering and the terms of the securities
purchase agreement dated August 11, 2025.
The
votes with respect to the approval of the appointment by the board of directors of the Company of a second director selected by World
Liberty Financial, Inc. to the Board, in accordance with Nasdaq Listing Rule 5635, pursuant to the private placement offering and the
terms of the securities purchase agreement dated August 11, 2025, were as follows:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 25,091,099 |
|
23,868,657 |
|
417,426 |
|
13,867,952 |
(c)
Proposal 4 – Approval of adjournments or postponements of the Special Meeting or to transact such other business as may be properly
brought before the Special Meeting.
The
votes with respect to the approval of adjournments or postponements of the Special Meeting or to transact such other business as may
be properly brought before the Special Meeting, were as follows:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 24,506,210 |
|
24,464,260 |
|
406,712 |
|
13,867,952 |
No
other matters were voted on at the 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 14, 2025 |
By: |
/s/
Jonathan Hugh |
| |
|
Jonathan
Hugh |
| |
|
Chief
Financial Officer |
