[8-K] ALT5 Sigma Corp Reports Material Event

Rhea-AI Filing Summary

ALT5 Sigma Corporation reported voting results from its Special Meeting held virtually on October 10, 2025. Stockholders voted on Proposal 1, Proposal 2, and Proposal 4. The meeting was adjourned for Proposal 3, which seeks to amend the Articles of Incorporation to increase authorized common stock from 200,000,000 to 2,000,000,000; the meeting will resume on October 16, 2025 at 1:00 p.m. Eastern Time at www.virtualshareholdermeeting.com/ALTS2025SM.

For Proposal 1 (issuance of 119,000,000 shares of common stock upon exercise of pre-funded and common stock purchase warrants held by World Liberty Financial, Inc., under the August 11, 2025 securities purchase agreement), votes were For 36,989,693; Against 12,381,062; Abstentions 6,427; Broker Non-Votes 13,867,952. For Proposal 2 (appointment of a second director selected by World Liberty Financial, Inc.), votes were For 25,091,099; Against 23,868,657; Abstentions 417,426; Broker Non-Votes 13,867,952. For Proposal 4 (approval of adjournments/postponements), votes were For 24,506,210; Against 24,464,260; Abstentions 406,712; Broker Non-Votes 13,867,952. As of August 12, 2025, outstanding shares were 109,620,596 common and 883,667 voting preferred.

Insights

Equity Capital Markets Analyst

Material dilution approved and governance influence expanded; large share authorization vote pending within days.

ALT5 Sigma shareholders approved the potential issuance of up to 119,000,000 new common shares tied to pre-funded and common warrants held by World Liberty Financial, Inc. under a August 11, 2025 purchase agreement, satisfying Nasdaq Rule 5635. On the August 12, 2025 record date, common shares outstanding were 109,620,596, so the approved issuance is comparable in scale to existing common. Shareholders also approved the board’s appointment of a second director selected by World Liberty Financial, expanding that investor’s board representation.

The meeting was adjourned for Proposal 3, which seeks to increase authorized common shares from 200,000,000 to 2,000,000,000, and will reconvene on October 16, 2025 at 1:00 p.m. ET. If authorized, the company would gain significant capacity to issue additional equity. That change does not itself issue shares but would permit future issuances subject to applicable approvals and terms.

Key dependencies: actual dilution depends on warrant exercises and any future use of authorized shares. Items to watch near term include the October 16, 2025 vote outcome on authorized share increase and any subsequent disclosures on warrant exercises or additional equity transactions.

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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

FAQ

What did ALTS stockholders vote on at the Special Meeting?

Stockholders voted on Proposal 1 (issuance tied to warrants), Proposal 2 (appointment of a second director selected by World Liberty Financial, Inc.), and Proposal 4 (adjournments/postponements).

What were the results for ALTS Proposal 1 on 119,000,000-share issuance?

Votes were For 36,989,693; Against 12,381,062; Abstentions 6,427; Broker Non-Votes 13,867,952.

How did ALTS stockholders vote on Proposal 2 (second director)?

Votes were For 25,091,099; Against 23,868,657; Abstentions 417,426; Broker Non-Votes 13,867,952.

What was decided on Proposal 4 (adjournments/postponements)?

Votes were For 24,506,210; Against 24,464,260; Abstentions 406,712; Broker Non-Votes 13,867,952.

When will ALTS reconvene for Proposal 3 to increase authorized shares?

The meeting will resume on October 16, 2025 at 1:00 p.m. Eastern Time at www.virtualshareholdermeeting.com/ALTS2025SM.

What is ALTS Proposal 3 about?

Proposal 3 seeks to increase authorized common stock from 200,000,000 to 2,000,000,000 shares.

What was the record date and outstanding shares for ALTS voting eligibility?

As of August 12, 2025, there were 109,620,596 common shares and 883,667 voting preferred shares outstanding.