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.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Warrants to Purchase Common Stock | -- | -- | -- |
| holding | Warrants to Purchase Common Stock | -- | -- | -- |
| holding | Warrants to Purchase Common Stock | -- | -- | -- |
| holding | Warrants to Purchase Common Stock | -- | -- | -- |
| holding | Pre-Funded Warrants to Purchase Common Stock | -- | -- | -- |
| holding | Common stock, Par Value $0.001 | -- | -- | -- |
Footnotes (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. 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. 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.
