ALTS / ALT5 Sigma Corporation - SEC 보고서, 연례 보고, 기업 사업 설명서

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 28, 2026 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 0-19621 AI FINANCIAL CORPORATION (Exact name of registrant as specif

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 27, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on

EX-3.23

Exhibit 3.23

AI Financial Corporation (Formerly ALT5 Sigma) Begins Trading Under New Nasdaq Ticker Symbol “AIFC” Ticker change reflects the Company’s continued evolution across payments, tokenization, and AI-driven infrastructure

Exhibit 99.1 AI Financial Corporation (Formerly ALT5 Sigma) Begins Trading Under New Nasdaq Ticker Symbol “AIFC” Ticker change reflects the Company’s continued evolution across payments, tokenization, and AI-driven infrastructure LAS VEGAS, NV — April 29, 2026 — AI Financial Corporation (NASDAQ: AIFC) (FRA:5AR1) (“AiFi” or the “Company”), formerly ALT5 Sigma Corporation (NASDAQ: ALTS), a fintech c

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) May 1, 2026 (April 28, 2026) AI FI

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) May 1, 2026 (April 28, 2026) AI FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-19621 41-1454591 (State or other jurisdiction of incorporation)

EX-3.24

Exhibit 3.24

ALT5 SIGMA CORPORATION POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

Exhibit 97.1 ALT5 SIGMA CORPORATION POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION I. OVERVIEW In accordance with the applicable rules of The Nasdaq Stock Market (the “Nasdaq Rules”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of ALT5 Sigma Corporation (the “Company”) has adopt

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 27, 2025 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 000-19621 ALT5 SIGMA CORPORATION (Exact name of registrant as specified

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) April 20, 2026 ALT5 SIGMA CORPORAT

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) April 20, 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

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) April 20, 2026 ALT5 SIGMA CORPORAT

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) April 20, 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

[to Stock Exchange Agreement]

Exhibit 4.11 EXHIBIT [B-1] [to Stock Exchange Agreement] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF

STOCK EXCHANGE AGREEMENT

Exhibit 10.138 STOCK EXCHANGE AGREEMENT THIS STOCK EXCHANGE AGREEMENT (the “Agreement”) dated as of April 20, 2026, is entered into by and among ALT5 Sigma Corporation, a Nevada corporation (the “Purchaser”), Block Street Corp., a Nevada corporation (the “Company”), and the stockholders of the Company listed on Schedule 1 to this Agreement (each, a “Stockholder” and, collectively, the “Stockholder

BLOCK STREET CORP. EMPLOYMENT AGREEMENT

Exhibit 10.140 BLOCK STREET CORP. EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is dated as of April 20, 2026 by and between Matthew Lee Morgan (“Executive”) and Block Street Corp., a Nevada corporation (the “Company”), a wholly-owned subsidiary of ALT5 Sigma Corporation, a Nevada corporation (the “Parent”). 1. Duties. 1.1 Position. Executive is employed by the Company, reportin

[to Stock Exchange Agreement]

Exhibit 4.12 EXHIBIT B-2 [to Stock Exchange Agreement] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A

BLOCK STREET CORP. EMPLOYMENT AGREEMENT

Exhibit 10.139 BLOCK STREET CORP. EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is dated as of April 20, 2026 by and between Derek Peterson (“Executive”) and Block Street Corp., a Nevada corporation (the “Company”), a wholly-owned subsidiary of ALT5 Sigma Corporation, a Nevada corporation (the “Parent”). 1. Duties. 1.1 Position. Executive is employed by the Company, reporting to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 27, 2025 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 000-19621 ALT5 Sigma Corporation (Exact name of registrant as specified i

Subsidiaries of ALT5 Sigma Corporation:

Exhibit 21.1 Subsidiaries of ALT5 Sigma Corporation: Name Jurisdiction of Incorporation ALT5 Sigma, Inc. Delaware ALT5 Markets, Inc. New York ALT5 Sigma Canada, Inc. Ontario, Canada ALT5 Digital Holdings, Inc. Wyoming ALT5, Inc. Wyoming ALT5 Sigma Digital Asset Treasury Company Inc. Wyoming ALT5 AI, Inc. Canada ALT5 Pro LLC Saint-Vincent & Grenadine ALT5 sro Czech Republic Fortress II Holdings Ltd

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 27, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on

EX-99.1

Exhibit 99.1

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): March 3, 2026 ALT5 SIGMA CORPORAT

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): March 3, 2026 ALT5 SIGMA CORPORATION (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction (Commission (IRS Employer of Incorpora

EX-99.3

Exhibit 99.3

EX-99.2

Exhibit 99.2

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 27, 2026 ALT5 SIGMA CORP

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 27, 2026 ALT5 SIGMA CORPORATION (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction (Commission (IRS Employer of Incor

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 23, 2026 ALT5 SIGMA CORPO

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 23, 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 F

ALT5 Sigma Corporation Issues Stockholder Letter and Provides Corporate Update CEO Tony Isaac Outlines Compliance Restoration, Governance Strengthening, and Strategy to Drive Long-Term Stockholder Value

Exhibit 99.1 ALT5 Sigma Corporation Issues Stockholder Letter and Provides Corporate Update CEO Tony Isaac Outlines Compliance Restoration, Governance Strengthening, and Strategy to Drive Long-Term Stockholder Value LAS VEGAS, NEVADA (February 23, 2026) – ALT5 Sigma Corporation (the “Company” or “ALT5”) (NASDAQ: ALTS) (FRA: 5AR1), a fintech company operating institutional-grade global payments, tr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

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 5, 2026 (January 30, 2026

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 5, 2026 (January 30, 2026) ALT5 SIGMA CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-19621 41-1454591 (State or other jurisdiction of incorporat

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

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 incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

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) January 29, 2026 ALT5 SIGMA CORPOR

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) 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 Fi

MASTER LOAN AND SECURITY AGREEMENT ALT5 Digital Holdings, Inc. and World Liberty Financial LLC

Exhibit 10.130 MASTER LOAN AND SECURITY AGREEMENT between ALT5 Digital Holdings, Inc. and World Liberty Financial LLC 1 MASTER LOAN AND SECURITY AGREEMENT This Master Loan and Security Agreement (this “Agreement”) is executed and delivered as of January 29, 2026 (the “Effective Date”), by and between ALT5 Digital Holdings, Inc., a Wyoming profit corporation (the “Borrower”) a wholly-owned subsidia

EMPLOYMENT AGREEMENT

Exhibit 10.129 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is executed as of January 21, 2026, with the Effective Date as defined below, between ALT5 Sigma Corporation, a Nevada corporation (the “Company”), and Steven M. Plumb, an individual (“Executive”). In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and suff

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) November 21, 2025 ALT5 SIGMA CORPO

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) November 21, 2025 ALT5 SIGMA CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-19621 41-1454591 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 27, 2025 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 0-19621 ALT5 SIGMA CORPORATI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 27, 2025 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 0-19621 ALT5 SIGMA CORPORATION (Exact name of

Certificate of Amendment To Articles of Incorporation Of ALTS Sigma Corporation

Certificate of Amendment To Articles of Incorporation Of ALTS Sigma Corporation ALTS Sigma Corporation, a corporation organized and existing under the laws of the State of Nevada (the "Corporation"), hereby certifies as follows: I .

[Signature Page to Agreement.]

AGREEMENT This Agreement (this “Agreement”) is effective as of December 30, 2025 (the “Effective Date”) by and between ALT5 Sigma Corporation, with offices located at 8548 Rozita Lee Avenue, Suite 305, Las Vegas, Nevada 89113 (the “Company”), and A.

SETTLEMENT AND RELEASE AGREEMENT

SETTLEMENT AND RELEASE AGREEMENT This Settlement and Release Agreement, dated December 26, 2025 (the “Agreement”), is made and entered into by and between (i) Keefe, Bruyette & Woods, Inc.

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): December 31, 2025 ALT5 SIGMA CORP

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): December 31, 2025 ALT5 SIGMA CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-19621 41-1454591 (State or other jurisdiction of incorporation) (Commission

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): December 25, 2025 ALT5 SIGMA CORP

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): December 25, 2025 ALT5 SIGMA CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-19621 41-1454591 (State or other jurisdiction of incorporation) (Commission

December 26, 2025

Exhibit 16.1 December 26, 2025 To: Securities and Exchange Commission The appointment of Victor Mokuolu, CPA PLLC (“the Firm”) as the independent registered public accounting firm for ALT5 Sigma Corporation (“the Company”) ended effective December 25, 2025. We were engaged December 8, 2025 through December 25, 2025, and there are no unpaid invoices. Please accept this letter that the Firm agrees w

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) December 10, 2025 ALT5 SIGMA CORPO

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) December 10, 2025 ALT5 SIGMA CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-19621 41-1454591 (State or other jurisdiction of incorporation) (Commission F

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) December 12, 2025 ALT5 SIGMA CORPO

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) December 12, 2025 ALT5 SIGMA CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-19621 41-1454591 (State or other jurisdiction of incorporation) (Commission F

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) December 8, 2025 ALT5 SIGMA CORPOR

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) December 8, 2025 ALT5 SIGMA CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-19621 41-1454591 (State or other jurisdiction of incorporation) (Commission Fi

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) December 2, 2025 ALT5 SIGMA CORPOR

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) December 2, 2025 ALT5 SIGMA CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-19621 41-1454591 (State or other jurisdiction of incorporation) (Commission Fi

ALT5 Sigma Receives Expected Nasdaq Notification Regarding Late Filing of Form 10-Q

Exhibit 99.1 ALT5 Sigma Receives Expected Nasdaq Notification Regarding Late Filing of Form 10-Q LAS VEGAS, NEVADA (December 2, 2025) – ALT 5 Sigma Corporation (the “Company” or “ALT5”) (NASDAQ: ALTS)(FRA: 5AR1) today announced that it received a notification letter (the “Letter”) from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Listing Rule

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) November 21, 2025 ALT5 SIGMA CORPO

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) November 21, 2025 ALT5 SIGMA CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-19621 41-1454591 (State or other jurisdiction of incorporation) (Commission F

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) November 21, 2025 ALT5 SIGMA CORPO

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) November 21, 2025 ALT5 SIGMA CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-19621 41-1454591 (State or other jurisdiction of incorporation) (Commission F

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) November 17, 2025 ALT5 SIGMA CORPO

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) November 17, 2025 ALT5 SIGMA CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-19621 41-1454591 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 27, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report o

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) October 29, 2025 ALT5 SIGMA CORPOR

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) October 29, 2025 ALT5 SIGMA CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-19621 41-1454591 (State or other jurisdiction of incorporation) (Commission Fi

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) October 16, 2025 ALT5 SIGMA CORPOR

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) October 16, 2025 ALT5 SIGMA CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-19621 41-1454591 (State or other jurisdiction of incorporation) (Commission Fi

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) October 16, 2025 ALT5 SIGMA CORPOR

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) October 16, 2025 ALT5 SIGMA CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-19621 41-1454591 (State or other jurisdiction of incorporation) (Commission Fi

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) October 6, 2025 ALT5 SIGMA CORPORA

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) October 6, 2025 ALT5 SIGMA CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-19621 41-1454591 (State or other jurisdiction of incorporation) (Commission Fil

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) October 10, 2025 ALT5 SIGMA CORPOR

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) October 10, 2025 ALT5 SIGMA CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-19621 41-1454591 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

ALT5 Sigma Treasury Strategy Strengthened by Accelerating $WLFI Adoption Driven by Robinhood Launch and Potential Apple Pay Integration with USD1

Exhibit 99.1 ALT5 Sigma Treasury Strategy Strengthened by Accelerating $WLFI Adoption Driven by Robinhood Launch and Potential Apple Pay Integration with USD1 LAS VEGAS, NV (October 6, 2025) – ALT5 Sigma Corporation (the “Company,” “our” or “ALT5”) (NASDAQ: ALTS) (FRA:5AR1), the $WLFI digital asset treasury company, today highlighted recent advancements in the $WLFI ecosystem that the Company beli

ALT5 SIGMA ISSUES LETTER TO STOCKHOLDERS

Exhibit 99.2 ALT5 SIGMA ISSUES LETTER TO STOCKHOLDERS LAS VEGAS, NV (October 8, 2025) – ALT5 Sigma Corporation (the “Company,” “our” or “ALT5”) (NASDAQ: ALTS) (FRA:5AR1), the $WLFI digital asset treasury company, today issued a letter to its stockholders: Dear Stockholders, You should have received by mail a copy of the Proxy Materials for the October 10, 2025, Special Meeting of the Stockholders

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) October 6, 2025 ALT5 SIGMA CORPORA

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) October 6, 2025 ALT5 SIGMA CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-19621 41-1454591 (State or other jurisdiction of incorporation) (Commission Fil

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) October 1, 2025 ALT5 SIGMA CORPORA

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) October 1, 2025 ALT5 SIGMA CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-19621 41-1454591 (State or other jurisdiction of incorporation) (Commission Fil

LETTER

September 26, 2025 Jonathan Hugh Chief Financial Officer ALT5 Sigma Corporation 325 E.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

LETTER

September 22, 2025 Jonathan Hugh Chief Financial Officer ALT5 Sigma Corporation 325 E.

*****

VIA EDGAR September 19, 2025 Mr. Jimmy McNamara Mr. Joe McCann U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: ALT5 Sigma Corporation Preliminary Proxy Statement on Schedule 14A Filed September 12, 2025 File No. 001-19621 Dear Messrs. McNamara and McCann: On behalf of ALT5 Sigma Corporation (the “Company”

LETTER

September 18, 2025 Jonathan Hugh Chief Financial Officer ALT5 Sigma Corporation 325 E.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

ALT5 Sigma Corporation Announces $WLFI Holdings Rise to Approximately 7.28 Billion Tokens ● $WLFI treasury strategy now valued at approximately $1.3B ● $WLFI token currently available for trading on certain established crypto exchanges

Exhibit 99.1 September 4, 2025 11:30 AM ALT5 Sigma Corporation Announces $WLFI Holdings Rise to Approximately 7.28 Billion Tokens ● $WLFI treasury strategy now valued at approximately $1.3B ● $WLFI token currently available for trading on certain established crypto exchanges ALT5 Sigma Corporation (the “Company,” “our” or “ALT5”) (NASDAQ: ALTS) (FRA:5AR1), a fintech specializing in turnkey, crypto

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) September 4, 2025 ALT5 SIGMA CORPO

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) September 4, 2025 ALT5 SIGMA CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-19621 41-1454591 (State or other jurisdiction of incorporation) (Commission F

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) August 25, 2025 ALT5 SIGMA CORPORA

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) August 25, 2025 ALT5 SIGMA CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-19621 41-1454591 (State or other jurisdiction of incorporation) (Commission Fil

SECOND AMENDMENT TO BYLAWS ALT5 SIGMA CORPORATION

Exhibit 3.1 SECOND AMENDMENT TO BYLAWS OF ALT5 SIGMA CORPORATION This Second Amendment (the “Amendment”) to the Bylaws of ALT5 Sigma Corporation, a Nevada corporation (formerly known as APPLIANCE RECYCLING CENTERS OF AMERICA, INC. and JANONE INC.) (the “Corporation”), shall be, and hereby is, adopted and effective upon the unanimous written consent of the Board of Directors of the Corporation (the

ALT5 Sigma Corporation Announces Closing of $1.5 Billion Registered Direct Offering and Concurrent Private Placement to Initiate World Liberty Financial $WLFI Treasury Strategy

Exhibit 99.1 ALT5 Sigma Corporation Announces Closing of $1.5 Billion Registered Direct Offering and Concurrent Private Placement to Initiate World Liberty Financial $WLFI Treasury Strategy ● Zach Witkoff, Co-Founder and CEO of World Liberty Financial, Inc., the company behind USD1, the fastest growing stablecoin in the world, becomes Chairman of the Board of Directors of ALT5; ● Eric Trump become

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) August 12, 2025 ALT5 SIGMA CORPORA

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) August 12, 2025 ALT5 SIGMA CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-19621 41-1454591 (State or other jurisdiction of incorporation) (Commission Fil

PRE-FUNDED COMMON STOCK PURCHASE WARRANT ALT5 SIGMA CORPORATION

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

COMMON STOCK PURCHASE WARRANT ALT5 SIGMA CORPORATION

Exhibit 4.6 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

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) August 12, 2025 ALT5 SIGMA CORPORA

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) August 12, 2025 ALT5 SIGMA CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-19621 41-1454591 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 28, 2025 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 0-19621 ALT5 SIGMA CORPORATION (Exact name of regis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 28, 2024 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 000-19621 ALT5 SIGMA CORPORATION (Exact name of regis

Compensation Recoupment (Clawback) Policy

ALT5 SIGMA CORPORATION POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION I.

Form of Private Placement Securities Purchase Agreement, dated as of August 11, 2025, between ALT5 Sigma Corporation and each Purchaser (as defined therein)

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 11, 2025, between ALT5 Sigma Corporation, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions

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) August 11, 2025 ALT5 SIGMA CORPORA

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) August 11, 2025 ALT5 SIGMA CORPORATION (Exact name of registrant as specified in its charter) Nevada 000-19621 41-1454591 (State or other jurisdiction of incorporation) (Commission Fil

Amended Certification of Stock Designation of Series I Convertible Preferred Stock

Exhibit 4.5

Form of Registration Rights Agreement, dated as of August 11, 2025, between ALT5 Sigma Corporation and each Purchaser (as defined therein)

Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 11, 2025, between ALT5 Sigma Corporation., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase

Form of Registered Offering Securities Purchase Agreement, dated as of August 11, 2025, between ALT5 Sigma Corporation and each Purchaser (as defined therein)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [●], 2025, between ALT5 Sigma Corporation, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set fo

ALT5 Sigma Corporation 100,000,000 Shares of Common Stock

PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (To Prospectus dated August 8, 2025) Registration No.

PIPE Placement Agency Agreement, dated August 11, 2025, between ALT5 Sigma Corporation and A.G.P./Alliance Global Partners

Exhibit 10.4 [*], 2025 ALT5 Sigma Corporation 325 E. Warm Springs Road, Suite 102 Las Vegas, NV 89119 Attn: Peter Tassiopoulos Dear Mr. Tassiopoulos: Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners (the “Placement Agent”), as the sole placement agent, and ALT5 Sigma Corporation, a Nevada corporation (the “Company”), the parties

Amended Certification of Stock Designation of Series B Preferred Stock

Exhibit 4.4

Amended Certification of Stock Designation of Series Q Convertible Preferred Stock

Exhibit 4.3

Form of Lock-Up Agreement

Exhibit 10.6 MANAGEMENT LOCK-UP AGREEMENT , 2025 Re: Securities Purchase Agreement, dated as of [], 2025 (the “Purchase Agreement”), between ALT5 Sigma Corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”) Ladies and Gentlemen: Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the me

 ALT5 SIGMA CORPORATION Up to $1,000,000,000 of Common Stock

PROSPECTUS SUPPLEMENT (To Prospectus dated August 8, 2025) Filed Pursuant to Rule 424(b)(5) Registration No.

ATM Sales Agreement, dated August 11, 2025 by and between ALT5 Sigma Corporation and A.G.P./Alliance Global Partners.

Exhibit 10.8 ALT5 Sigma Corporation COMMON STOCK SALES AGREEMENT August 11, 2025 A.G.P./Alliance Global Partners 590 Madison Avenue New York, NY 10022 Ladies and Gentlemen: ALT5 Sigma Corporation, a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (the “Sales Agent”), as follows: 1. Issuance and Sale of Shares. The Company agrees th

ALT5 Sigma Corporation Announces $1.5 Billion Registered Direct Offering and Concurrent Private Placement to Initiate World Liberty Financials’ $WLFI Treasury Strategy ALT5 continues its expansion as a leading provider of digital asset trading and pa

Exhibit 99.1 ALT5 Sigma Corporation Announces $1.5 Billion Registered Direct Offering and Concurrent Private Placement to Initiate World Liberty Financials’ $WLFI Treasury Strategy ALT5 continues its expansion as a leading provider of digital asset trading and payment solutions Upon the closing of the offerings, ALT5 will implement its $WLFI Treasury Strategy, holding approximately 7.5% of the tot

RD Placement Agency Agreement, dated August 11, 2025, between ALT5 Sigma Corporation and A.G.P./Alliance Global Partners

Exhibit 10.3 [*], 2025 ALT5 Sigma Corporation 325 E. Warm Springs Road, Suite 102 Las Vegas, NV 89119 Attn: Peter Tassiopoulos Dear Mr. Tassiopoulos: Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners (the “Placement Agent”), as the sole placement agent, and ALT5 Sigma Corporation, a Nevada corporation (the “Company”), the parties

Form of Placement Agent Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of PIPE Pre-Funded Warrant

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

ALT5 SIGMA CORPORATION 325 E. Warm Springs Road, Suite 102 Las Vegas, Nevada 89119

ALT5 SIGMA CORPORATION 325 E. Warm Springs Road, Suite 102 Las Vegas, Nevada 89119 August 7, 2025 VIA EDGAR Office of Life Sciences Division of Corporate Finance U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, DC 20549-7010 Re: Alt5 Sigma Corporation Registration Statement on Form S-3; Commission File No. 333-289176 REQUEST FOR ACCELERATION OF EFFECTIVENESS Requested Date:

As filed with the Securities and Exchange Commission on August 7, 2025

As filed with the Securities and Exchange Commission on August 7, 2025 Registration No.

LETTER

August 6, 2025 Peter Tassiopoulos Chief Executive Officer ALT5 Sigma Corporation 325 E.

As filed with the Securities and Exchange Commission on August 1, 2025

As filed with the Securities and Exchange Commission on August 1, 2025 Registration No.

As filed with the Securities and Exchange Commission on August 1, 2025

As filed with the Securities and Exchange Commission on August 1, 2025 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) ALT5 Sigma Corporation (Exact Name of Registrant as Specified in its Charter) Table 1.

Form of Indenture with respect to Debt Securities

Exhibit 4.1 ALT5 SIGMA CORPORATION AND [INSERT NAME OF TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 202 Provisions of Trust Indenture Act of 1939 and Indenture to be dated as of , 202, between ALT5 SIGMA CORPORATION and [INSERT NAME OF TRUSTEE], Trustee: Cross references between the provisions of the Trust Indenture Act of 1939 and the Indenture dated as of , 202 between ALT5 SIGMA CORPORATION and [I

Filing Fee Table

Exhibit 107 Calculation of Fee Filing Tables Form S-8 ALT5 Sigma Corporation Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered Proposed Max Offering Price Per Share Proposed Max Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): May 9, 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 Numbe

Unaudited Pro Forma Condensed Combined Financial Statement of ALT5 Sigma Corporation as of March 29, 2025, for the year ended December 28, 2024, and for the three months ended March 29, 2025

Exhibit 99.2 Unaudited Pro Forma Condensed Combined Financial Statement of ALT5 Sigma Corporation as of March 29, 2025, for the year ended December 28, 2024, and for the three months ended March 29, 2025 Introduction Mswipe Acquisition On May 13, 2025, ALT5 Sigma Corporation (the “Company” or “ALT5”) disclosed in Note 20 to its unaudited condensed financial statements filed in its Quarterly Report

ALT5 Sigma Reports Record First Quarter 2025 and Acquisition of Mswipe -Reports 3rd consecutive record quarter for Fintech segment- -Acquisition of Mswipe, to close early in Q2, will be accretive immediately upon close to both revenue and EBITDA- -Ca

ALT5 Sigma Reports Record First Quarter 2025 and Acquisition of Mswipe -Reports 3rd consecutive record quarter for Fintech segment- -Acquisition of Mswipe, to close early in Q2, will be accretive immediately upon close to both revenue and EBITDA- -Card Issuer offering, already integrated with ALT5 Pay, to be immediately made available to existing 1000+ ALT Customers- LAS VEGAS, NV / ACCESSWIRE / M

9323-9044 QUEBEC INC. (AKA: TECHNOLOGIES MSWIPE) FINANCIAL STATEMENTS April 30, 2025 (in United States dollars)

1 9323-9044 QUEBEC INC. (AKA: TECHNOLOGIES MSWIPE) FINANCIAL STATEMENTS April 30, 2025 (in United States dollars) 1755 BOULEVARD SAINT-REGIS, SUITE 200 DOLLARD-DES-ORMEAUX, QUÉBEC H9B 2M9 Tel: 514-328-9711 Cell: 514-983-8499 Email: [email protected] FLP 2 9323-9044 QUEBEC INC. (AKA: TECHNOLOGIES MSWIPE) Financial Statements April 30, 2025 (in United States dollars) INDEX Balance Sheet 5 Statemen

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 Corporat

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 Num

Financial Statements and Exhibits, Other Events

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): May 30, 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 Numb

Financial Statements and Exhibits, Other Events

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): May 21, 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 Numb

ALT5 SIGMA CORPORATION ANNOUNCES RECORD DATE FOR ALYEA THERAPEUTICS CORPORATION TRANSACTION

ALT5 SIGMA CORPORATION ANNOUNCES RECORD DATE FOR ALYEA THERAPEUTICS CORPORATION TRANSACTION LAS VEGAS, NEVADA / ACCESS Newswire / May 21, 2025 / ALT5 Sigma Corporation (the “Company” or “ALT5”) (NASDAQ: ALTS)(FRA: 5AR1), a fintech, providing next generation blockchain-powered technologies for tokenization, trading, clearing, settlement, payment, and safe-keeping of digital assets, today announces June 2, 2025 as the record date for the previously announced transaction involving further steps in the Company’s formal separation of its healthcare assets, known as Alyea Therapeutics Corporation (“Alyea”).

ALT5 Sigma Reports Record First Quarter 2025 and Acquisition of Mswipe -Reports 3rd consecutive record quarter for Fintech segment- -Acquisition of Mswipe, to close early in Q2, will be accretive immediately upon close to both revenue and EBITDA- -Ca

ALT5 Sigma Reports Record First Quarter 2025 and Acquisition of Mswipe -Reports 3rd consecutive record quarter for Fintech segment- -Acquisition of Mswipe, to close early in Q2, will be accretive immediately upon close to both revenue and EBITDA- -Card Issuer offering, already integrated with ALT5 Pay, to be immediately made available to existing 1000+ ALT Customers- LAS VEGAS, NV / ACCESSWIRE / M

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 13, 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 Numb

Form of a Common Stock Purchase Warrant, dated May 9, 2025.

COMMON STOCK PURCHASE WARRANT ALT5 SIGMA CORPORATION Shares of Warrant Stock: up to 54,250 Initial Exercise Date: May 9, 2025 Grant Date: May 9, 2025 THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Peter Karam or his assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and, subject to the provisions of Section 2(a), below, on or prior to 5:00 p.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 29, 2025 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 0-19621 ALT5 SIGMA CORPORATION (Exact name of regi

Form of a Common Stock Purchase Warrant, dated May 9, 2025.

COMMON STOCK PURCHASE WARRANT ALT5 SIGMA CORPORATION Shares of Warrant Stock: up to 391,500 Initial Exercise Date: May 9, 2025 Grant Date: May 9, 2025 THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Strada Carte Ltd.

Form of a Promissory Note in favor of Dr. Peter Francis Lue, dated May 9, 2025.

STRAIGHT PROMISSORY NOTE Principal Amount: $376,471.00 Maturity Date: June 29, 2026 Issue Date: May 9, 2025 Las Vegas, Nevada FOR VALUE RECEIVED, ALT5 Sigma Corporation, a Nevada corporation (“ALT5”), promises to pay to the order of Dr. Peter Francis Lue, an individual residing in the State of Florida, or the legal holder hereof (“Dr. Lue”), at c/o Meridian Group, La Vele Plaza, Grace Bay, Turks a

Form of a Promissory Note in favor of

STRAIGHT PROMISSORY NOTE Principal Amount: $676,471.00 Maturity Date: June 29, 2026 Issue Date: May 9, 2025 Las Vegas, Nevada FOR VALUE RECEIVED, ALT5 Sigma Corporation, a Nevada corporation (“ALT5”), promises to pay to the order of Peter Karam, an individual residing in the Turks and Caicos Islands, or the legal holder hereof (“Mr. Karam”), at c/o Karam & Missick Attorneys, Suite 203-204 Regent V

Form of a Common Stock Purchase Warrant, dated May 9, 2025.

COMMON STOCK PURCHASE WARRANT ALT5 SIGMA CORPORATION Shares of Warrant Stock: up to 54,250 Initial Exercise Date: May 9, 2025 Grant Date: May 9, 2025 THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Dr.

Form of a Covenant Against Competition, dated May 9, 2025.

ADDENDUM TO EMPLOYMENT CONTRACT This ADDENDUM TO EMPLOYMENT CONTRACT (this “Addendum”), effective as of [*], 2025 (the “Effective Date”), by and between 9323-9044 Qc Inc.

Form of Securities Purchase Agreement with Mswipe Technologies, Inc., dated May 9, 2025.

SHARE PURCHASE AGREEMENT BY AND AMONG ALT5 SIGMA CORPORATION, a Nevada corporation ALT 5 SIGMA, INC.

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): March 28, 2025 ALT5 Sigma Corpora

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): March 28, 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 Nu

ALT5 Sigma Reports Strong Q4 and Full-Year 2024 Results, Achieves Milestones with Record Revenue, 1,000+ Customers, and Strategic Leadership Appointments

ALT5 Sigma Reports Strong Q4 and Full-Year 2024 Results, Achieves Milestones with Record Revenue, 1,000+ Customers, and Strategic Leadership Appointments •ALT5 Achieves Record-Breaking Q4 with $5.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 28, 2024 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 000-19621 ALT5 Sigma Corporation (Exact name of registr

List of Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of ALT5 Sigma Corporation: Name Jurisdiction of Incorporation JanOne Biotech Holdings Inc. Nevada ARCA Recycling, Inc. (1) California ARCA Canada Inc. Ontario, Canada Customer Connexx, LLC (1) Nevada GeoTraq Inc. Nevada ALT5 Sigma, Inc. Delaware Alyea Therapeutics Corporation Nevada ALT5 Sigma Canada, Inc. Ontario, Canada ALT5 Sigma ATM, Inc. Ontario, Canada ALT5 Markets,

ologies LLC, dated November 8, 2024

ASSET PURCHASE AND SALE AGREEMENT THIS ASSET PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as November , 2024 (the “Effective Date”), by and between ALT5 Sigma Corporation, or its permitted nominees, designees, or assignees (including a wholly-owned subsidiary of the Buyer to be formed in connection with transactions contemplated herein) with an address of 325 E.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 30, 2023 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 000-19621 ALT5 SIGMA CORPORATION (Exact name of regis

ALT5 Sigma Announces Results of 2024 AGM and Corporate Update All resolutions were approved

ALT5 Sigma Announces Results of 2024 AGM and Corporate Update All resolutions were approved LAS VEGAS, NV / ACCESSWIRE / December 18, 2024 LAS VEGAS, NV / ACCESSWIRE / December 18, 2024 / ALT5 Sigma Corporation (NASDAQ: ALTS) (“ALT5” or the “Company”), a leading fintech firm offering next-generation blockchain-powered technologies for tokenization, trading, clearing, settlement, payment, and safekeeping of digital assets, today announced that all proposed binding resolutions were approved at its 2024 Annual General Meeting (AGM).

Regulation FD Disclosure, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): December 18, 2024 ALT5 SIGMA CORPORATION (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File

Non-binding Term Sheet between Alyea Technologies Corporation and Soin Bioscience LLC, dated November 19, 2024.

SUMMARY OF PROPOSED TERMS OF EQUITY CONTRIBUTION Background This summary of proposed terms (the “Term Sheet”) contains the basic terms to be included in future definitive documentation relating to the contribution of equity interests described below.

Financial Statements and Exhibits, Other Events

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): November 19, 2024 ALT5 Sigma Corporation (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File

ALT5 Sigma Reports Fiscal Financial Results for Third Quarter 2024

ALT5 Sigma Reports Fiscal Financial Results for Third Quarter 2024 •Record quarter for ALT5 with Q3 revenue of $4.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 12, 2024 ALT5 Sigma Corporation (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File

Certificate of Designation of the Rights, Preferences, and Limitations of Series Q Convertible Preferred Stock, filed with the Secretary of State of the State of Nevada on November 8, 2024 (incorporated by reference to Exhibit 3.21 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 12, 2024)

CERTIFICATE OF DESIGNATION OF RIGHTS, PRIVILEGES, PREFERENCES, AND RESTRICTIONS OF SERIES Q CONVERTIBLE PREFERRED STOCK The undersigned, Tony Isaac, does hereby certify that: 1.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 28, 2024 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 0-19621 ALT5 Sigma Corporation (Exact name of

Form of Asset Purchase and Sale Agreement, dated November 8, 2024.

ASSET PURCHASE AND SALE AGREEMENT THIS ASSET PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as November , 2024 (the “Effective Date”), by and between ALT5 Sigma Corporation, or its permitted nominees, designees, or assignees (including a wholly-owned subsidiary of the Buyer to be formed in connection with transactions contemplated herein) with an address of 325 E.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the Appropriate Box: ☐ Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Defini

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the Appropriate Box: ☑ Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defini

Employment Agreement, dated August 26, 2024.

EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into as of August 26, 2024 (the “Effective Date”), by and between Peter Tassiopoulos (the “Executive”) and ALT5 Sigma Corporation (f/k/a JanOne Inc.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): August 26, 2024 ALT5 Sigma Corporation (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File N

ALT5 Sigma Appoints Peter Tassiopoulos as Chief Executive Officer

ALT5 Sigma Appoints Peter Tassiopoulos as Chief Executive Officer PRESS RELEASE • UPDATED: AUG 26, 2024 VEGAS, NV, August 26, 2024 (Newswire.

Form of Common Stock Purchase Warrant for the “Small Warrant,” dated August 20, 2024.

Exhibit 10.115 COMMON STOCK PURCHASE WARRANT ALT5 SIGMA CORPORATION Shares of Warrant Stock: up to 90,909 Partial Initial Exercise Date: August 20, 2024 Grant Date: August 20, 2024 THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafte

Form of Unit Purchase Agreement for the “Small Debenture” and “Small Warrant,” dated August 20, 2024.

Exhibit 10.113 UNIT PURCHASE AGREEMENT THIS UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of August 20, 2024, is between ALT5 Sigma Corporation, a company incorporated under the laws of the State of Nevada, with principal executive offices located at 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119 (the “Company”), and the investor signatory hereto (the “Buyer”). WITNESSETH WHER

Form of Non-Convertible Debenture for the “Big Debenture,” dated August 20, 2024.

Exhibit 10.111 NON-CONVERTIBLE DEBENTURE DUE APRIL 28, 2025 Original Issue Date: August 20, 2024 Conditional Principal Amount: not less than $1,271,000.00 and not more than $1,784,00.00 THIS IS A NON-CONVERTIBLE DEBENTURE of ALT5 Sigma Corporation, a Nevada corporation (the “Company”), having its principal place of business at 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119 (this “Deb

Form of Unit Purchase Agreement for the “Big Debenture” and “Big Warrant,” dated August 20, 2024.

Exhibit 10.110 UNIT PURCHASE AGREEMENT THIS UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of August 20, 2024, is between ALT5 Sigma Corporation, a company incorporated under the laws of the State of Nevada, with principal executive offices located at 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119 (the “Company”), and [*] as the investor signatory hereto (the “Buyer”). WITNESSE

Form of Non-Convertible Debenture for the “Small Debenture,” dated August 20, 2024.

Exhibit 10.114 NON-CONVERTIBLE DEBENTURE DUE APRIL 28, 2025 Original Issue Date: August 20, 2024 Conditional Principal Amount: not less than $288,864.17 and not more than $405,454.39 THIS IS A NON-CONVERTIBLE DEBENTURE of ALT5 Sigma Corporation, a Nevada corporation (the “Company”), having its principal place of business at 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119 (this “Debent

Form of Common Stock Purchase Warrant for the “Big Warrant,” dated August 20, 2024.

Exhibit 10.112 COMMON STOCK PURCHASE WARRANT ALT5 SIGMA CORPORATION Shares of Warrant Stock: up to 400,000 Partial Initial Exercise Date: August 20, 2024 Grant Date: August 20, 2024 THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinaft

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): August 20, 2024 ALT5 Sigma Corporation (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File N

ALT5 SIGMA CORPORATION 3 Units (Consisting of (i) 1 Non-Convertible Debenture in the Principal Amount of up to $1,784,000 and 1 Warrant for the Purchase of up to 400,000 Shares of Common Stock at an Exercise Price of $1.71 per share and (ii) 2 Non-Co

PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (To Prospectus dated April 25, 2024) Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 29, 2024 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 0-19621 ALT5 Sigma Corporation (Exact name of regis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 29, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on For

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): July 15, 2024 ALT5 Sigma Corporation (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Num

Articles of Merger for ALT5 Sigma Corporation with and into JanOne Inc., filed with the Secretary of State for the State of Nevada on July 11, 2024, and effective on July 15, 2024 (incorporated by reference to Exhibit 3.20 of the Company’s Current Report on Form 8-K filed with the SEC on July 17, 2024)

Exhibit 3.20

JANONE CONFIRMS NAME CHANGE TO ALT5 SIGMA CORPORATION AND NEW TICKER SYMBOL TO ALTS

Exhibit 99.1 JANONE CONFIRMS NAME CHANGE TO ALT5 SIGMA CORPORATION AND NEW TICKER SYMBOL TO ALTS LAS VEGAS, July 12, 2024—JanOne Inc. (Nasdaq: JAN), a multidisciplinary organization with a focus on fintech and healthcare, confirmed today that, as of market open on Monday, July 15, 2024, the Company’s new name will be “ALT5 Sigma Corporation” and its Nasdaq common stock ticker symbol will change to

Articles of Incorporation of ALT5 Sigma Corporation (the Name Change Subsidiary), filed with the Secretary of State for the State of Nevada on July 10, 2024 (incorporated by reference to Exhibit 3.19 of the Company’s Current Report on Form 8-K filed with the SEC on July 17, 2024)

Exhibit 3.19

At The Market Offering Agreement by and between JanOne Inc. and H.C. Wainwright & Co., LLC dated June 21, 2024.

Exhibit 1.1 AT THE MARKET OFFERING AGREEMENT June 21, 2024 H.C. Wainwright & Co., LLC 430 Park Avenue New York, New York 10022 Ladies and Gentlemen: JanOne Inc., a corporation organized under the laws of Nevada (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows: 1. Definitions. The terms that follow, when used in this Agreement and

JanOne Inc. Up to $5,000,000 Common Stock

PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (To Prospectus dated April 25, 2024) Registration No.

Entry into a Material Definitive Agreement, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 21, 2024 JANONE INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

La Posta & Associates 8530 rue du Champ-D’Eau Saint-Léonard, Qc H1P 1Y3

Exhibit 99.2 La Posta & Associates 8530 rue du Champ-D’Eau Saint-Léonard, Qc H1P 1Y3 INDEPENDENT AUDITOR’S REVIEW To the shareholders of and the Board of Directors of ALT 5 SIGMA INC. We have reviewed the accompanying consolidated interim balance sheet of ALT 5 SIGMA INC. as of March 31, 2024 and the related consolidated interim statements of earnings, and interim statement of changes in stockhold

La Posta & Associates 8530 rue du Champ-D’Eau Saint-Léonard, Qc H1P 1Y3

Exhibit 99.1 La Posta & Associates 8530 rue du Champ-D’Eau Saint-Léonard, Qc H1P 1Y3 INDEPENDENT AUDITOR’S REPORT To the shareholders of and the Board of Directors of ALT 5 SIGMA INC. Opinion on the financial Statements We have audited the accompanying consolidated balance sheets of ALT 5 SIGMA INC. (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2024 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS

b

Exhibit 99.3 Jan Historical Alt-5 Historical Pro Forma Adjustments a Notes Pro Forma Combined Assets Cash $ 61 $ 6,155 $ — $ 6,216 Trade receivables, net 331 50 — 381 Digital assets and other receivables — 12,437 — 12,437 Marketable securities — 6 — 6 Prepaid expenses and other current assets 799 233 — 1,032 Total current assets 1,191 18,881 — 20,072 Property and equipment, net — — — — Intangible

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 4, 2024 JANONE INC. (Exact name of Registrant as Specified in Its Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Entry into a Material Definitive Agreement, 8-K

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): May 28, 2024 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Em

1,056,164 Shares Common Stock Issuable under certain awards Granted under the 2023 Plan

REOFFER PROSPECTUS Filed Pursuant to Rule 424(b)(5) (To Registration Statement on Form S-8 dated April 30, 2024) Registration No.

Certificate of Designation of the Rights, Privileges, Preferences, and Limitations of the Series B Preferred Stock, filed with the Secretary of State of the State of Nevada on May 14, 2024 (incorporated by reference to Exhibit 3.17 of the Company’s Current Report on Form 8-K filed with the SEC on May 21, 2024)

Exhibit 3.17 CERTIFICATE OF DESIGNATION OF THE RIGHTS, PRIVILEGES, PREFERENCES, AND LIMITATIONS OF THE SERIES B CONVERTIBLE PREFERRED STOCK OF JANONE INC. The undersigned, the Chief Executive Officer of JanOne Inc., a Nevada corporation (the “Company”), in accordance with the provisions of Section 78.1955 of the Nevada Revised Statutes, as amended, does hereby certify that, pursuant to the authori

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): May 15, 2024 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Em

Certificate of Merger of Domestic Corporations filed with the Secretary of State of the State of Delaware on May 15, 2024 (incorporated by reference to Exhibit 3.16 of the Company’s Current Report on Form 8-K filed with the SEC on May 21, 2024)

Exhibit 3.16

Form of Agreement and Plan of Merger among the issuer, J1 A5 Merger Sub Inc., and Alt 5 Sigma, Inc., dated May 10, 2024.

Exhibit 10.109 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of May 10, 2024 (the “Agreement Date”), by and among JanOne, Inc., a Nevada corporation (“JanOne”), J1 A5 Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of JanOne (“Merger Sub”), and Alt 5 Sigma, Inc., a Delaware corporation (“Alt5”), and, Paul Goodman,

Certificate of Designation of the Rights, Privileges, Preferences, and Limitations of the Series M Preferred Stock, filed with the Secretary of State of the State of Nevada on May 14, 2024.

Exhibit 3.18 CERTIFICATE OF DESIGNATION OF THE RIGHTS, PRIVILEGES, PREFERENCES, AND LIMITATIONS OF THE SERIES M CONVERTIBLE PREFERRED STOCK OF JANONE INC. The undersigned, the Chief Executive Officer of JanOne Inc., a Nevada corporation (the “Company”), in accordance with the provisions of Section 78.1955 of the Nevada Revised Statutes, as amended, does hereby certify that, pursuant to the authori

JanOne Inc. 79,892 Units (79,892 Shares of Common Stock and 79,892 Common Stock Purchase Warrants)

PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (To Prospectus dated April 25, 2024) Registration No.

Form of Securities Purchase Agreement, dated May 1, 2024.

Exhibit 10.108 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 1, 2024, between JanOne Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in t

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): May 6, 2024 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Emp

Form of Warrant, dated May 1, 2024.

Exhibit 4.6 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q o Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 30, 2024 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 0-19621 JANONE INC. (Exact name of registrant as s

Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) JanOne Inc. (Exact name of registrant as specified in its charter) Table 1 – Newly Registered Securities Title of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share (2) Proposed Maximum Aggregate Offering Price (2) Amount of Registration Fee (3) Common Stock, $0.001 par value 2,000,000

As filed with the Securities and Exchange Commission on April 30, 2024

As filed with the Securities and Exchange Commission on April 30, 2024 Registration No.

JANONE INC. 325 E. Warm Springs Road, Suite 102 Las Vegas, Nevada 89119 April 23, 2024

JANONE INC. 325 E. Warm Springs Road, Suite 102 Las Vegas, Nevada 89119 April 23, 2024 VIA EDGAR AND E-MAIL Mr. Tyler Howes, Attorney Advisor Office of Life Sciences Division of Corporate Finance U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, DC 20549-7010 Re: JanOne Inc. Registration Statement on Form S-3; Commission File No. 333-278784 Dear Mr. Howes: Pursuant to Rule 46

LETTER

United States securities and exchange commission logo April 23, 2024 Tony Isaac Chief Executive Officer JanOne Inc.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): April 16, 2024 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) JanOne Inc. (Exact Name of Registrant as Specified in its Charter) Table 1. Newly Registered Securities Security Type Security Class Title Fee Calculation Rate Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity Common Stock (1)(2) 457(

As filed with the Securities and Exchange Commission on April 17, 2024

As filed with the Securities and Exchange Commission on April 17, 2024 Registration No.

Form of Indenture with respect to Debt Securities

Exhibit 4.1 JANONE INC. AND [INSERT NAME OF TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 202 Provisions of Trust Indenture Act of 1939 and Indenture to be dated as of , 202, between JANONE INC. and [INSERT NAME OF TRUSTEE], Trustee: Cross references between the provisions of the Trust Indenture Act of 1939 and the Indenture dated as of , 202 between JANONE INC. and [INSERT NAME OF TRUSTEE], Trustee:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 30, 2023 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 000-19621 JANONE INC. (Exact name of registrant as spec

onsulting Agreement with Jon Isaac, dated March 4, 2024.

Exhibit 10.107 CONSULTING AGREEMENT This CONSULTING AGREEMENT (this “Agreement”), executed as of March 4, 2024 (the “Execution Date”), by and between JanOne Inc., a Nevada corporation with its principal offices located at 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119, on the one hand (the “Company”), and Jon Isaac, an individual residing in the State of Nevada (the “Consultant”) at

among the registrant, STI Merger Sub Inc., Soin Therapeutics, LLC, and Amol Soin, M.D.

Exhibit 10.105 Agreement and Amendment to Merger Agreement This Agreement and Amendment to Merger Agreement (“Amendment”) is made as of January [●], 2024 among JanOne Inc., a Nevada corporation (“Acquirer”), Soin Therapeutics, LLC, a Delaware limited liability company (the “Company”), and Amol Soin, M.D. a resident of the State of Ohio (the “Sole Owner ”). WHEREAS, Acquirer, the Company and Sole O

Form of Promissory Note in favor of Jon Isaac, dated March 4, 2024 [filed as Exhibit 10.106 to the Company’s Form 10-K filed April 8, 2024 (File No. 0-19621) and incorporated herein by reference].

Exhibit 10.106 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on

JanOne Regains Compliance with Nasdaq’s Listing Requirements

Exhibit 99.1 JanOne Regains Compliance with Nasdaq’s Listing Requirements March 15, 2024 Las Vegas, March 15, 2024 (GLOBE NEWSWIRE) - JanOne (Nasdaq: JAN), the biopharmaceutical company focused on developing non-addicting painkillers and novel treatments for the causes of pain, today announced that on March 13, 2024 it received a notification letter from the Listing Qualifications Staff of The Nas

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): March 13, 2024 JANONE INC. (Exact

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): March 13, 2024 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS

Form of Unit Purchase Agreement, dated February [*], 2024.

Exhibit 10.106 UNIT PURCHASE AGREEMENT THIS UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of February [*], 2024, is between JANONE INC., a company incorporated under the laws of the State of Delaware, with principal executive offices located at 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119 (the “Company”), and the investor signatory hereto (the “Buyer”). WITNESSETH WHEREAS, t

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 23, 2024 JANONE INC. (Ex

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 23, 2024 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Form of Common Stock Purchase Warrant, dated February [*], 2024.

Exhibit 10.105 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGI

Form of First Amendment to Promissory Note with Live Ventures Incorporated, dated February 7, 2024 (corrected).

Exhibit 10.102 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A 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 8, 2024 JANONE INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A 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 8, 2024 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Form of Fourth Amendment to Secured Revolving Line of Credit with Isaac Capital Group LLC, dated February 7, 2024 (corrected).

Exhibit 10.101 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

Form of Promissory Note in favor of Live Ventures Incorporated, dated February 7, 2024 (corrected).

Exhibit 10.104 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

Form of First Amendment to Promissory Note with Live Ventures Incorporated, dated February 7, 2024 (corrected).

Exhibit 10.103 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

Form of Promissory Note in favor of Live Ventures Incorporated, dated February 7, 2024 [filed as Exhibit 10.104 to the Company’s Form 10-K filed April 8, 2024 (File No. 0-19621) and incorporated herein by reference].

Exhibit 10.104 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 8, 2024 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR

Form of Fourth Amendment to Secured Revolving Line of Credit Promissory Note, amendment dated February 7, 2024, issued to Isaac Capital Group LLC [filed as Exhibit 10.101 to the Company’s Form 10-K filed April 8, 2024 (File No. 0-19621) and incorporated herein by reference].

Exhibit 10.101 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

Form of First Amendment to Promissory Note in favor of Live Ventures Incorporated, dated February 7, 2024 [filed as Exhibit 10.102 to the Company’s Form 10-K filed April 8, 2024 (File No. 0-19621) and incorporated herein by reference].

Exhibit 10.102 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

Form of Promissory Note in favor of Isaac Capital Group LLC, dated February 7, 2024 [filed as Exhibit 10.103 to the Company’s Form 10-K filed April 8, 2024 (File No. 0-19621) and incorporated herein by reference].

Exhibit 10.103 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

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): January 12, 2024 JANONE INC. (Exa

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): January 12, 2024 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR

Warrant Purchase Agreement by and between JanOne, Inc. or its assigns and the Investor made effective as of January 12, 2024.

WARRANT PURCHASE AGREEMENT THIS WARRANT PURCHASE AGREEMENT (this “Agreement”) is made effective as of January 12, 2024 (the “Effective Date”) by and between JANONE INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 0-19621 JANONE INC. (Exact name of registrant

Submission of Matters to a Vote of Security Holders

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): October 9, 2023 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS

of Frazier & Deeter LLC, dated

Exhibit 16.1 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference of our report dated April 17, 2023, with respect to the consolidated financial statements of JanOne, Inc. as of and for the year ended December 31, 2022, which are incorporated by reference in the Prospectus Supplement previously filed of JanOne, Inc. on August 22, 2023. Our re

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 18, 2023 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): September 11, 2023 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.       )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.       ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the Appropriate Box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by R

JAN / JanOne Inc / BIGGER CAPITAL FUND L P Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)1 JanOne Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 47089W104 (CUSIP Number) August 11, 2023 (Date o

Form of Securities Purchase Agreement, dated August 18, 2023.

EXHIBIT 10.99 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 18, 2023, between JanOne Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth i

Form of Pre-Funded Warrant, dated August 22, 2023.

Exhibit 4.3 EXHIBIT A-1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT JANONE INC. Warrant Shares: Initial Exercise Date: August , 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the d

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): August 18, 2023 JANONE INC. (Exac

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): August 18, 2023 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS

Form of Placement Agent Warrant, dated August 22, 2023.

Exhibit 4.5 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

JanOne Technologies Announces Closing of Registered Direct Offering Priced At-The-Market under Nasdaq Rules

Exhibit 99.2 JanOne Technologies Announces Closing of Registered Direct Offering Priced At-The-Market under Nasdaq Rules LAS VEGAS, August 22, 2023 /PRNewswire/ - JanOne (Nasdaq: JAN (the “Company”), a biopharmaceutical company specializing in developing non-addicting pain killers and treatments for underlying causes of pain, today announced that it has closed its previously announced registered d

JanOne Technologies Announces Registered Direct Offering Priced At-The-Market under Nasdaq Rules

Exhibit 99.1 JanOne Technologies Announces Registered Direct Offering Priced At-The-Market under Nasdaq Rules LAS VEGAS, August 18, 2023 /PRNewswire/ - JanOne (Nasdaq: JAN (the “Company”), a biopharmaceutical company specializing in developing non-addicting pain killers and treatments for underlying causes of pain, today announced that it has entered into a definitive securities purchase agreement

Form of Warrant, dated August 22, 2023.

Exhibit 4.4 EXHIBIT A-2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFEC

JanOne Inc. 418,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 481,348 Shares of Common Stock Up to 481,348 Shares of Common Stock Underlying the Pre-Funded Warrants

PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (To Prospectus dated December 29, 2020) Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the Appropriate Box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended July 1, 2023 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 0-19621 JANONE INC. (Exact name of registrant as spe

Letter of Frazier & Deeter LLC, dated July 7, 2023

Exhibit 16.1 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read the statements made by JanOne, Inc. as filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K of JanOne, Inc. filed on June 30, 2023. We agree with the statements concerning our Firm contained therein. Sincerely, /s/ Frazier & Deeter, LLC Tampa, F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A 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 26, 2023 JANONE INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A 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 26, 2023 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS

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 26, 2023 JANONE INC. (Exact

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 26, 2023 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 1, 2023 or  Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 0-19621 JANONE INC. (Exact name of registrant as specified in its cha

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) Form 10-K ☐ Form 20-F ☐ Form 11-K X Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: April 1, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended July 2, 2022 or  Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 0-19621 JANONE INC. (Exact name of registrant as spe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended October 1, 2022 or  Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 0-19621 JANONE INC. (Exact name of registrant as

Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): April 17, 2023 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS

Third Amendment to Secured Revolving Line of Credit Promissory Note dated March 17, 2022 with Isaac Capital Group, LLC.

Exhibit 10.27 THIRD AMENDMENT This THIRD AMENDMENT TO SECURED REVOLVING LINE OF CREDIT PROMISSORY NOTE (collectively, this "Amendment') is entered into as of March 17, 2022, between ARCA Recycling, Inc., a California corporation ("Borrower"), and ISAAC CAPITAL GROUP, LLC, a Delaware limited liability company ("Lender"). RECITALS A. Whereas, Lender and Borrower are parties to a Secured Revolving Li

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 000-19621 JANONE INC. (Exact name of registrant as specified in its chart

Exhibit 4.1

Exhibit 4.1 Description of JanOne Inc.’s Common Stock The following summary of terms of our common stock, par value $0.0001 per share (our “Common Stock”), is based upon our Articles of Incorporation (our “Charter”) and Bylaws (our “Bylaws”), currently in effect, and under Chapter 78 of the Nevada Revised Statutes (the “NRS”). This summary is not complete and is subject to, and qualified in its en

Agreement and Plan of Merger made and entered into as of December 28, 2022, among the registrant, STI Merger Sub Inc., Soin Therapeutics, LLC, and Amol Soin, M.D.

EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among JANONE INC., a Nevada. corporation, STI MERGER SUB INC., a Delaware corporation, SOIN THERAPEUTICS, LLC, a Delaware limited liability company, and A.MOL Soin, M.D. Dated December 28, 2022 TABLE OF CONTENTS ARTICLE I THE NIERGER 2 1.1 The Merger 2 1.2 Closing Deliveries 3 1.3 Effect on Company Securities 4 1.4 Payment Procedures 5 1.5 No Further

Certificate of Designation of the Rights, Preferences, and Limitations of Series S Convertible Preferred Stock, filed with the Secretary of State of the State of Nevada on December 28, 2022.

JANONEINC. AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF THE RIGHTS, PREFERENCES, AND LIMITATIONS OF SERIES S CONVERTIBLE PREFERRED STOCK The undersigned, Tony Isaac, does hereby certify that: 1. He is the Chief Executive Officer and Secretary of JanOne Inc., a Nevada corporation (the "Company "). 2. The Company is authorized to issue two million (2,000,000) shares of preferred stock, parvalu

List of Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of Appliance Recycling Centers of America, Inc. Name Jurisdiction of Incorporation JanOne Biotech Holdings Inc. Nevada ARCA Recycling, Inc. (1) California ARCA Canada Inc. Ontario, Canada Customer Connexx, LLC (1) Nevada GeoTraq Inc. Nevada All subsidiaries are 100% owned by the Company. (1) On February 19, 2021, JanOne Inc. (the “Company”), together with its subsidiaries

Joint Filing Agreement

Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13G dated March 24, 2023 with respect to the shares of Common Stock of JanOne, Inc., and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securiti

JAN / JanOne Inc / BIGGER CAPITAL FUND L P Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 JanOne, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 47089W104 (CUSIP Number) March 22, 2023 (Date of

JanOne Inc. 361,000 Shares of Common Stock

PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (To Prospectus dated December 29, 2020) Registration No.

JanOne Technologies Announces Closing of Registered Direct Offering of Common Stock Priced At-The-Market

Exhibit 99.2 JanOne Technologies Announces Closing of Registered Direct Offering of Common Stock Priced At-The-Market LAS VEGAS, March 24, 2023 /PRNewswire/ - JanOne (Nasdaq: JAN), a biopharmaceutical company specializing in developing non-addicting pain killers and treatments for underlying causes of pain, today announced the closing of its previously announced registered direct offering of 361,0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on

Form of Securities Purchase Agreement dated March 22, 2023.

Exhibit 10.98 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 22, 2023, between JanOne Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in

JanOne Technologies Announces Registered Direct Offering of Common Stock Priced At-The-Market

Exhibit 99.1 JanOne Technologies Announces Registered Direct Offering of Common Stock Priced At-The-Market LAS VEGAS, March 23, 2023 /PRNewswire/ - JanOne (Nasdaq: JAN), a biopharmaceutical company specializing in developing non-addicting pain killers and treatments for underlying causes of pain, today announced that it has entered into a definitive securities purchase agreement for the purchase a

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): March 22, 2023 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS

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): March 15, 2023 JANONE INC. (Exact

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): March 15, 2023 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS

Stock Purchase Agreement between JanOne Inc. and VM7 Corporation, dated as of March 19, 2023 (Filed as Exhibit 10.95)

EX-10 2 jan-ex1095.htm EX-10.95 Exhibit 10.95 STOCK PURCHASE AGREEMENT between JANONE, INC. and VM7 CORPORATION dated as of March 19, 2023 janone stock purchase agreement stock of arca recycling and affiliates.6 -i- Table of Contents Page ARTICLE I PURCHASE AND SALE 1 Section 1.01 Purchase and Sale 1 Section 1.02 Purchase Price 1 Section 1.03 Buyer’s Credit for Certain ARCA Distributions. 3 Sectio

Unaudited Pro Forma Condensed Financial Statement of JanOne Inc. as of January 1, 2022 and its Fiscal Year then Ended and as of October 1, 2022, and the Thirty-Nine Weeks then Ended

Exhibit 99.1 Unaudited Pro Forma Condensed Financial Statement of JanOne Inc. as of January 1, 2022 and its Fiscal Year then Ended and as of October 1, 2022, and the Thirty-Nine Weeks then Ended Introduction ARCA and Subsidiaries Disposition On March 19, 2023, JanOne Inc. (“our,” “us,” “we,” or the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with VM7 Corporation,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 9, 2023 (March 16, 2023)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 9, 2023 (March 16, 2023) JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission

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): March 19, 2023 JANONE INC. (Exact

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): March 19, 2023 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS

Stock and Membership Interests Pledge Agreement made by VM7 Corporation and Virland Johnson in favor of JanOne Inc., dated March 19, 2023 (Filed as Exhibit 10.96)

EX-10 3 jan-ex1096.htm EX-10.96 Exhibit 10.96 STOCK AND MEMBERSHIP INTERESTS PLEDGE AGREEMENT This STOCK AND MEMBERSHIP INTEREST PLEDGE AGREEMENT, dated as of March 19, 2023 (as amended, supplemented, or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), made by VM7 Corporation, a Delaware corporation (“VM7”), and by Virland Johnson, chief executive o

Entry into a Material Definitive Agreement

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): March 9, 2023 JANONE INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-19621 41-1454591 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS E