[8-K] JanOne Inc. Common Stock (NV) Reports Material Event

Rhea-AI Filing Summary

Bank of New York Mellon Corp. (BK) – Form 4 insider filing

Director Sandra O’Connor acquired 303.365 phantom stock units on 1 Jul 2025 through the company’s Deferred Compensation Plan for Directors. The units, valued at an implied $90.65 each (≈ $27.5 k total), will convert into BK common shares at a future distribution date. After the award, her aggregate beneficial ownership rose to 6,097.442 shares/units. No securities were sold and no derivatives were exercised or disposed of.

This is a routine, compensation-related accrual rather than an open-market purchase; as such, it has minimal immediate market impact but modestly increases management-equity alignment.

Insights

Financial Analyst

TL;DR: Small, routine phantom-stock grant; negligible financial impact but modestly positive governance signal.

The filing records a grant of 303 phantom stock units (≈ $27 k) to Director Sandra O’Connor, lifting her beneficial holding to about 6.1 k shares. Because the units were earned under a deferred compensation plan rather than purchased in the open market, the transaction is considered routine and does not materially alter the company’s insider-ownership profile or capital structure. Nonetheless, incremental equity exposure for board members marginally aligns incentives with shareholders. Overall effect on valuation or liquidity is de minimis; I classify the impact as neutral.

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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): June 27, 2025

_______________

ALT5 Sigma Corporation

(Exact Name of Registrant as Specified in Charter)

_______________

Nevada			000-19621			41-1454591
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

325 E. Warm Springs Road, Suite 102

Las Vegas, NV 89119

(Address of Principal Executive Offices and 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 (see General Instruction A.2. below):

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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, $0.001 par value per share			ALTS			The NASDAQ Stock Market LLC (The NASDAQ Capital Market)

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 o

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. o

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.

Richard Butler

On June 27, 2025, the president of ALT5 Sigma Corporation was informed of the passing of our longtime director and friend, Richard Butler. He faithfully served as one of our directors since his election to our Board in May 2015 and more recently has been the chair of our Audit Committee and a member of our Compensation Committee and our Nominating and Corporate Governance Committee.

David Danziger

On July 2, 2025, Mr. Danziger, 68, accepted our invitation to become a member of our Board of Directors. For the past 10 years, until his retirement on May 31 2025, David served as Senior Vice President, Assurance and National Leader of Public Companies at MNP LLP, Canada’s 5th largest accounting firm, where he led audit teams across North America and advised companies navigating public market transactions. Since then, he has been Senior Adviser to the firm. David is a seasoned financial executive and public markets advisor with over four decades of experience in audit, compliance, and corporate governance. A Chartered Professional Accountant, Mr. Danziger has served on numerous corporate boards, including TSX-, Nasdaq-, and LSE-listed firms, and has deep expertise in complex financial reporting, governance, and turnaround strategies. He currently sits on several advisory committees, including the TSXV Advisory Committee. Since December 2022, Mr. Danziger has served as a director of Osisko Development Corp., a TSXV- and Nasdaq-listed company. He previously served as a director of Sphere 3D Corp., a Nasdaq-listed company, from December 2022 to May 2024; Euro Sun Mining Inc., a TSX-listed company from September 2010 to January 2023; Pluribus Technologies Corp., a TSXV-listed company, from May 2021 to January 2022; Universal Ibogaine Inc., a TSXV-listed company from October 2021 to June 2022; Eddy Smart Home Solutions Ltd., a TSXV-listed company from February 2021 to January 2022; and Li-Metal Corp., a TSXV-listed company from March 2009 to October 2021. Mr. Danziger will serve as the chair of our Audit Committee and as a member of our Compensation Committee and our Nominating and Corporate Governance Committee. He also is a member of the Advisory Committee to Alyea Therapeutics Corporation and one of its prospective Directors. There was no arrangement or understanding between Mr. Danziger and any other persons, pursuant to which he was selected as a director and there is no family relationship between him and any of our other directors or executive officers. Upon his appointment, we issued to David 10,000 shares of our common stock at a per-share of $7.88, our Historical NOCP as of July 2, 2025 and board fees at the rate of US$1,200 per month. We believe that Mr. Danziger’s four decades of experience in audit, compliance, and corporate governance will bring to our Board further depth in financial, operating, and strategic matters that impact our company.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			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, we have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						ALT5 Sigma Corporation
			By:			/s/ Peter Tassiopoulos
			Name:			Peter Tassiopoulos
			Title:			Chief Executive Officer
Dated: July 3, 2025

FAQ

How many Bank of New York Mellon (BK) shares did Director Sandra O’Connor acquire?

She received 303.365 phantom stock units on 1 Jul 2025.

What was the reference price for the phantom stock in the BK Form 4 filing?

The units were recorded at an implied $90.65 per share.

What is Director O’Connor’s total ownership in BK after the transaction?

Her beneficial interest increased to 6,097.442 shares/units.

Was this an open-market purchase of BK shares?

No. The units were granted under the Deferred Compensation Plan for Directors, not bought on the open market.

Does the Form 4 transaction materially affect Bank of New York Mellon's share count?

No. The award is immaterial to BK’s overall share base and has minimal market impact.