ALT5 Sigma names Tony Isaac CEO with new contract

ALT5 Sigma Corporation approved a new Employment Agreement for Tony Isaac and formally changed his title from Acting Chief Executive Officer to Chief Executive Officer.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

ALT5 Sigma Corporation approved a new Employment Agreement for Tony Isaac and formally changed his title from Acting Chief Executive Officer to Chief Executive Officer. The agreement runs for three years with automatic annual renewals unless either party gives 90 days’ notice of non-renewal.

Mr. Isaac will receive an annual base salary of $600,000 and is eligible for a discretionary annual bonus determined by the Compensation Committee. He was also granted 5,000,000 shares of common stock as a Stock Award, with releases tied to the Company’s share price.

If his employment ends in specified circumstances, he is entitled to accrued compensation, potential bonus amounts, expense reimbursement, and full vesting of equity awards. Upon a termination in connection with a change of control, he may receive cash payments based on up to three times his base salary plus potential annual bonuses, and all restrictions on the Stock Award will be removed.

8-K Event Classification

3 items: 3.02, 5.02, 9.01

3 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Agreement Date: April 20, 2026 CEO base salary: $600,000 per year Stock Award size: 5,000,000 shares +3 more

6 metrics

Agreement Date April 20, 2026 Board approved Employment Agreement for CEO

CEO base salary $600,000 per year Annual base compensation under Employment Agreement

Stock Award size 5,000,000 shares Common stock granted to CEO with price-based releases

Initial term length 3 years Employment Agreement term before annual renewals

Non-renewal notice 90 days Advance written notice required before term expiration

Change-of-control multiple 3x salary and potential bonus Cash payment multiple upon qualifying termination in change of control

Key Terms

Employment Agreement, Stock Award, change of control, unregistered Sales of Equity Securities, +1 more

5 terms

Employment Agreement financial

"On April 20, 2026, the Board ... approved an employment agreement (the “Employment Agreement”) for our Chief Executive Officer"

Stock Award financial

"we issued to Mr. Isaac five million shares of our common stock ... (the “Stock Award”)."

change of control financial

"Upon a termination of the Employment Agreement in connection with a change of control of the Company"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

unregistered Sales of Equity Securities regulatory

"Item 3.02 Unregistered Sales of Equity Securities."

2024 Equity Incentive Plan financial

"change of control of the Company (as described in our 2024 Equity Incentive Plan)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did ALT5 Sigma Corporation (ALTS) announce in this 8-K filing?

ALT5 Sigma approved a new Employment Agreement for Tony Isaac and confirmed him as Chief Executive Officer. The agreement sets compensation terms, equity grants, and severance protections, including change-of-control benefits, and also discloses an associated unregistered issuance of common stock under Item 3.02.

What are the key terms of Tony Isaac’s Employment Agreement with ALT5 Sigma (ALTS)?

The Employment Agreement has a three-year term with automatic annual renewals unless either party gives 90 days’ written notice. It provides a $600,000 annual base salary, eligibility for a discretionary annual bonus, a significant stock award, and detailed severance and change-of-control payment provisions.

How much does ALT5 Sigma (ALTS) pay its CEO Tony Isaac under the new contract?

Tony Isaac’s Employment Agreement sets an annual base salary of $600,000. He is also eligible for a discretionary annual bonus determined by the Compensation Committee, plus a stock award of five million common shares with releases tied to the Company’s share price performance conditions.

What equity compensation did ALT5 Sigma (ALTS) grant to CEO Tony Isaac?

ALT5 Sigma granted Tony Isaac a Stock Award of five million shares of its common stock. The periodic release of these shares depends on the market price of the Company’s common stock, and restrictions can fully lift upon certain termination or change-of-control scenarios described in the agreement.

What severance benefits can Tony Isaac receive if his employment with ALT5 Sigma (ALTS) ends?

If his employment ends in specified situations, Tony Isaac can receive accrued salary, unused vacation, any awarded but unpaid bonus, reimbursable expenses, and other benefits. He may also receive cash equal to base salary plus potential bonus, and his equity awards become fully vested in those cases.

How is Tony Isaac compensated if his ALT5 Sigma (ALTS) employment ends after a change of control?

If termination occurs in connection with a change of control, Tony Isaac is entitled to a cash payment equal to three times his base salary plus potential annual bonus, an additional potential bonus amount, and the release of all restrictions on his Stock Award, as defined in the 2024 Equity Incentive Plan.

Did ALT5 Sigma (ALTS) report an unregistered sale of equity securities in this filing?

Yes. Under Item 3.02, ALT5 Sigma incorporated by reference the issuance of common stock described in Item 5.02. This refers to the five million-share Stock Award to CEO Tony Isaac, which constitutes an unregistered sale of equity securities by the Company.

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Accepted by SEC EDGAR 04/24/2026 - 05:30 PM

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) April 20, 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, Nevada

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 5 – Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 20, 2026, the Board of Directors (our “Board”) of ALT5 Sigma Corporation (the “Company”, “we”, “our”, or “us”) approved an employment agreement (the “Employment Agreement”) for our Chief Executive Officer, Tony Isaac. In connection with our Board’s action, Mr. Isaac’s title was changed from “Acting Chief Executive Officer” to “Chief Executive Officer.”

The Employment Agreement provides for a three-year term, subject to annual renewals, unless either party provides written notice of non-renewal at least 90 days prior to the expiration of the initial term or any renewal term. Mr. Isaac’s annual base compensation is $600,000. Mr. Isaac is also eligible for an annual bonus in the sole and absolute discretion of our Compensation Committee. In addition, we issued to Mr. Isaac five million shares of our common stock, the periodic releases of which are determined by the price of our common stock (the “Stock Award”). In the event that Mr. Isaac’s employment with us terminates because he elects not to renew the Employment Agreement, terminates for good reason, or we terminate him without cause (as those concepts are more fully described in the Employment Agreement), we shall pay to Mr. Isaac (i) any accrued but unpaid base salary and accrued but unused vacation, (ii) any unpaid annual bonus, if awarded by our Compensation Committee, (iii) any unreimbursed business expenses, and (iv) any other employee benefits to which he may be entitled under our employee benefit plan. Further, in those circumstances and upon Mr. Isaac executing a release in our favor, we shall also pay him an amount equal to the sum of his base salary and potential annual bonus for that termination year and all of Mr. Isaac’s equity or other awards shall then vest.

Upon a termination of the Employment Agreement in connection with a change of control of the Company (as described in our 2024 Equity Incentive Plan), we shall pay Mr. Isaac (i) an amount equal to three times the sum of his base salary and potential annual bonus amount for the year in which the termination event occurs (or, if greater, the year immediately preceding the year in which the change of control occurs) and (ii) an amount equal to his potential annual bonus for the year in which the termination event occurs (or, if greater, the year in which the change of control occurs). Finally, upon such termination, all restrictions in respect of the Stock Award shall be released.

Section 3 – Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities.

The information disclosed in Item 5.02 of this Current Report on Form 8-K in respect of issuance of shares of our common stock is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
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: April 24, 2026	By:	/s/ Tony Isaac
		Tony Isaac
		Chief Executive Officer and President

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents