Witkoff (WLFI) files ALTS Form 3: 4.99% cap, 99M pre-funded

Rhea-AI Filing Summary

ALT5 Sigma Corp (ALTS) filed a Form 3 reporting Zachary D. Witkoff’s initial beneficial ownership via World Liberty Financial, Inc. (WLFI). The filing lists 1,000,000 shares of common stock held indirectly.

It also reports derivative holdings subject to a 4.99% beneficial ownership limitation and no expiration: warrants for 8,000,000 shares at $7.50, 4,000,000 at $8.25, 4,000,000 at $9.00, and 4,000,000 at $9.75. In addition, there are 99,000,000 pre‑funded warrants at $0.001 per share, exercisable from October 16, 2025 after stockholder approval to permit issuance above 19.99% and an authorized share increase. WLFI is treated as a director by deputization, and Mr. Witkoff disclaims beneficial ownership except to the extent of any pecuniary interest.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Witkoff Zachary David

(Last) (First) (Middle)

C/O WORLD LIBERTY FINANCIAL, INC.

407 ARYE STREET, SUITE 1358

(Street)

WILMINGTON, DE 19804

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/12/2025

3. Issuer Name and Ticker or Trading Symbol
ALT5 Sigma Corp [ ALTS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, Par Value $0.001	1,000,000	I	See footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants to Purchase Common Stock	(2)	(2)	Common Stock	8,000,000	$7.5	I	See footnote(1)
Warrants to Purchase Common Stock	(2)	(2)	Common Stock	4,000,000	$8.25	I	See footnote(1)
Warrants to Purchase Common Stock	(2)	(2)	Common Stock	4,000,000	$9	I	See footnote(1)
Warrants to Purchase Common Stock	(2)	(2)	Common Stock	4,000,000	$9.75	I	See footnote(1)
Pre-Funded Warrants to Purchase Common Stock	10/16/2025(3)	(3)	Common Stock	99,000,000	$0.001	I	See footnote(1)

Explanation of Responses:

1. The reported securities are held directly by World Liberty Financial, Inc. ("WLFI"). Zachary Witkoff holds an indirect interest in WLFI, and may indirectly share in the proceeds from the sale of the Issuer's securities by WLFI. Mr. Witkoff disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest, if any, and this Form 3 shall not be deemed an admission that he is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

2. Subject to a 4.99% beneficial ownership limitation, each of the Warrants is exercisable at any time after issuance at the specified exercise price. The Warrants do not have an expiration date.

3. Subject to a 4.99% beneficial ownership limitation, each of the Pre-Funded Warrants is exercisable for one share of Common Stock at an exercise price of $0.001 per Pre-Funded Warrant Share. The Pre-Funded Warrants are exercisable from and after October 16, 2025 following the approval by the Issuer's stockholders at a special meeting to: (i) allow, for the purpose of complying with Nasdaq rules, the issuance of shares underlying the Pre-Funded Warrant in excess of 19.99% of the shares of common stock outstanding immediately prior to their acquisition, and (ii) filed an amendment to its Articles of Incorporation to increase the number of authorized shares of common stock. The Pre-Funded Warrants do not have an expiration date.

Remarks:

Mr. Zachary D. Witkoff is the co-founder and CEO of WLFI, and was appointed to the Issuer's board of directors as a representative of WLFI. As a result, WLFI is a director by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

	/s/ Zachary D. Witkoff	11/13/2025
	** Signature of Reporting Person	Date
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