ALTS insider report lists 1M shares and major warrant holdings

Rhea-AI Filing Summary

ALT5 Sigma Corp (ALTS) disclosed an initial beneficial ownership report. A director by deputization associated with World Liberty Financial, Inc. reported holdings and warrants.

The filer holds 1,000,000 shares of common stock (direct). Derivative positions include 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. These warrants are exercisable after issuance, have no expiration date, and are each subject to a 4.99% beneficial ownership limitation.

The filing also lists 99,000,000 pre‑funded warrants exercisable for common stock at an exercise price of $0.001 per share. These are subject to the same 4.99% cap and become exercisable from and after October 16, 2025 following stockholder approval to permit issuance above 19.99% under Nasdaq rules and an amendment increasing authorized common shares. WLFI is deemed a director by deputization through its representatives on the board.

Insights

Securities counsel

Form 3 lists sizable warrant positions with 4.99% cap and contingencies.

This Form 3 establishes baseline ownership: 1,000,000 common shares direct and multiple warrant tranches with exercise prices from $7.50 to $9.75, plus $0.001 pre‑funded warrants. Each instrument carries a 4.99% beneficial ownership limitation and, for the pre‑funded series, contingent exercisability.

The pre‑funded warrants become exercisable from and after October 16, 2025 subject to stockholder approvals tied to the 19.99% Nasdaq threshold and an authorized share increase. Standard warrants have no expiration date, which can extend potential conversion timing but still within the 4.99% cap.

Practical impact depends on approvals and holder decisions; the filing doesn’t specify timing beyond the stated date and conditions. Subsequent filings may provide updates on approvals and any exercises.

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^*

World Liberty Financial, Inc.

(Last) (First) (Middle)

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)	X	Other (specify below)
			Director by Deputization

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	D

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	(1)	(1)	Common Stock	8,000,000	$7.5	D
Warrants to Purchase Common Stock	(1)	(1)	Common Stock	4,000,000	$8.25	D
Warrants to Purchase Common Stock	(1)	(1)	Common Stock	4,000,000	$9	D
Warrants to Purchase Common Stock	(1)	(1)	Common Stock	4,000,000	$9.75	D
Pre-Funded Warrants to Purchase Common Stock	10/16/2025(2)	(2)	Common Stock	99,000,000	$0.001	D

Explanation of Responses:

1. 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.

2. 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 and Mr. Zachary Folkman, each a member of the board of directors of the Issuer and a co-founder, director and executive officer of World Liberty Financial, Inc. ("WLFI"), were appointed to the Issuer's board of directors as representatives 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, CEO of World Liberty Financial, Inc.	11/13/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did ALT5 Sigma (ALTS) disclose in this Form 3?

An initial ownership report noting 1,000,000 common shares (direct) and multiple warrant holdings by a director via deputization.

How many common shares are directly owned in the filing for ALTS?

The filing lists 1,000,000 shares of common stock held directly.

What derivative securities are reported for ALTS and at what prices?

Warrants for 8,000,000 shares at $7.50, 4,000,000 at $8.25, 4,000,000 at $9.00, 4,000,000 at $9.75, and 99,000,000 pre‑funded warrants at $0.001.

What is the beneficial ownership limitation mentioned for ALTS warrants?

Each warrant series is subject to a 4.99% beneficial ownership limitation.

When do the pre‑funded warrants for ALTS become exercisable and under what conditions?

They are exercisable from and after October 16, 2025, after stockholder approval to permit issuance above 19.99% and an authorized share increase.

Do the ALTS warrants have an expiration date?

The filing states the warrants and pre‑funded warrants do not have an expiration date.

Why is WLFI referenced as a director by deputization at ALTS?

Two WLFI executives serve on the board, making WLFI a director by deputization under Section 16.