false
0000862861
0000862861
2026-02-04
2026-02-04
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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) February 4, 2026 (January 29, 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, NV |
|
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. ☐
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
January 26, 2026, the Board of Directors (the “Board”) of ALT5 Sigma Corporation (the “Company”), upon the recommendation
of the Company’s Nominating and Corporate Governance Committee, appointed Dr. Adel ElMessiry, Ph.D., to serve as an independent
director of the Company, subject to his acceptance of the appointment. Dr. ElMessiry accepted the appointment on January 29, 2026.
In
connection with his appointment, the Board reviewed Dr. ElMessiry’s qualifications and determined that he qualifies as an “independent
director” under the Nasdaq Listing Rules.
Since
August 2020, when he co-founded AlphaFin, a financial technology company focused on decentralized and blockchain-powered financial systems,
Dr. ElMessiry has served as its President and Chief Technology Officer. From August 2020 to March 2021, he also served as AlphaFin’s
Chief Executive Officer, during which time he helped establish the company’s strategic and technical foundations. Since January
2025, Dr. ElMessiry has served as Technical Co-Founder of Lussa, a technology venture based in Dubai. In addition, since January
2024, he has served as a board member of the Nashville Entrepreneur Center, a nonprofit organization supporting startup and entrepreneurial
development.
Dr.
ElMessiry is also the Founder of WebDBTech, a technology architecture and development firm he has led since 2000, providing advisory
and development services across Web3, enterprise software, and data-driven systems. From June 2016 to October 2020, Dr. ElMessiry served
as Chief Technology Officer of Utilize Health, where he led technology strategy, product development, cybersecurity initiatives, and
HIPAA-compliant system architecture. His earlier executive experience includes serving as Associate Vice President at HealthTrust Purchasing
Group from November 2014 to April 2016, following its acquisition of InVivoLink, where Dr. ElMessiry had served as Chief Technology Officer.
Dr.
ElMessiry holds a Ph.D. in Computer Science and a Master’s degree in Computer Engineering from North Carolina State University.
The Company believes that Dr. ElMessiry’s experience in technology leadership, fintech, blockchain systems, and governance, together
with his service on nonprofit and advisory boards, provides him with the qualifications to serve as a director.
There
are no related-party transactions involving Dr. ElMessiry that are reportable under Item 404(a) of Regulation S-K. Other than his appointment
as a director, there are no material plans, contracts, or arrangements to which Dr. ElMessiry is a party or in which he participates,
and there have been no material amendments to any such plans, contracts, or arrangements in connection with his appointment.
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:
February 4, 2026 |
By: |
/s/
Tony Isaac |
| |
|
Tony
Isaac |
| |
|
Acting
Chief Executive Officer |
