Group 1 - Eric Trump and Donald Trump Jr. announced a $1.5 billion acquisition of biotech-turned-crypto payment company ALT5 Sigma and a crypto project supported by the Trump family, World Liberty Financial [1] - Point72 and ExodusPoint hedge funds have invested in ALT5 Sigma, with Point72 holding $26.7 million and ExodusPoint reducing its stake to 4.75%, valued at $32.1 million [1] - Despite a 10% drop in ALT5 Sigma's stock price to $5.48, Point72's holdings remain valued at $26.7 million [1] Group 2 - ALT5 Sigma, formerly known as JanOne, underwent a dramatic transformation after facing delisting risks, with its market value previously dropping below $25 million [2] - The company rebranded as a fintech firm and executed a $1.5 billion private placement, with World Liberty Financial injecting 7.5% of its token supply into ALT5 Sigma in exchange for 100 million shares [2] - The stock structure indicates that Trump family-affiliated entities hold 40% of World Liberty's parent company, with Donald Trump Jr., Barron Trump, and Alex Witkoff as co-founders [2]

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Condensed Consolidated Financial Statements](index=3&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for ALT5 Sigma Corporation for the quarterly period ended June 28, 2025, including balance sheets, statements of operations, cash flows, and stockholders' equity, along with detailed notes [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Presents the company's financial position, including assets, liabilities, and equity, as of June 28, 2025, and December 28, 2024 Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 28, 2025 | December 28, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$94,686** | **$82,436** | | Total current assets | $33,748 | $35,001 | | Goodwill | $20,131 | $11,714 | | Intangible assets, net | $24,813 | $18,674 | | **Total Liabilities** | **$61,579** | **$53,769** | | Digital assets payable | $23,579 | $30,918 | | Notes payable (Current & Noncurrent) | $21,551 | $11,570 | | **Total Stockholders' Equity** | **$29,251** | **$24,811** | - Total assets increased to **$94.7 million** from **$82.4 million**, primarily driven by a significant rise in Goodwill and Intangible Assets resulting from recent acquisitions. Total liabilities also increased, mainly due to higher Notes Payable[10](index=10&type=chunk) [Condensed Consolidated Statements of Operations and Comprehensive Income](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income) Presents the company's financial performance, including revenues, expenses, and net loss, for the quarterly and year-to-date periods ended June 28, 2025 Statement of Operations Summary (in thousands, except per-share amounts) | Metric | Q2 2025 (13 weeks) | Q2 2024 (13 weeks) | 26 Weeks 2025 | 26 Weeks 2024 | | :--- | :--- | :--- | :--- | :--- | | **Revenues** | **$6,378** | **$2,169** | **$11,892** | **$2,169** | | Gross Profit | $2,775 | $1,098 | $5,366 | $1,098 | | Operating Loss | $(2,095) | $(2,434) | $(3,725) | $(3,584) | | Net (Loss) Income from Continuing Operations | $(5,502) | $970 | $(7,823) | $(653) | | Net Loss from Discontinued Operations | $(3,613) | $(381) | $(4,153) | $(902) | | **Net (Loss) Income** | **$(9,115)** | **$589** | **$(11,976)** | **$(1,555)** | | Net (Loss) Income Per Share, Basic | $(0.49) | $0.07 | $(0.70) | $(0.18) | - Revenues for the 13 and 26 weeks ended June 28, 2025, increased significantly year-over-year, driven by acquisitions in the Fintech segment. However, the company reported a substantial net loss of **$9.1 million** for Q2 2025, compared to a net income of **$0.6 million** in Q2 2024, largely due to a realized loss on exchange transactions and losses from discontinued operations[12](index=12&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Details the company's cash inflows and outflows from operating, investing, and financing activities for the 26-week periods ended June 28, 2025 Cash Flow Summary (in thousands) | Cash Flow Activity | 26 Weeks Ended June 28, 2025 | 26 Weeks Ended June 29, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(6,727) | $(464) | | Net cash provided by investing activities | $122 | $5,853 | | Net cash provided by financing activities | $3,703 | $1,177 | | **Increase in Cash and Cash Equivalents** | **$2,383** | **$5,759** | | Cash and Cash Equivalents, end of period | $9,560 | $5,764 | - For the 26 weeks ended June 28, 2025, the company used **$6.7 million** in cash from operations. Cash from investing activities was minimal at **$0.1 million** from the Mswipe acquisition, a sharp decrease from the prior year's **$5.9 million** which included cash from the ALT-5 acquisition. Financing activities provided **$3.7 million**, primarily from the issuance of notes payable[15](index=15&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Provides detailed explanations of the company's accounting policies, recent acquisitions, segment reporting, and other significant financial disclosures - The company changed its name from 'JanOne Inc.' to 'ALT5 Sigma Corporation' and its ticker from 'JAN' to 'ALTS' effective July 15, 2024[20](index=20&type=chunk) - The company operates in two segments: Fintech and Biotechnology. The Biotechnology segment is now presented as discontinued operations due to a planned spinoff of its subsidiary, Alyea Therapeutics Corporation[21](index=21&type=chunk) - The Fintech segment, which provides blockchain-powered technologies, is the company's core continuing operation. It includes platforms like 'ALT5 Pay' and 'ALT5 Prime' and was expanded through the acquisitions of ALT5 Subsidiary and Mswipe[22](index=22&type=chunk)[23](index=23&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=40&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial performance for the 13 and 26-week periods ending June 28, 2025, attributing significant revenue increases to acquisitions and covering segment results, Adjusted EBITDA reconciliation, and liquidity Q2 2025 vs Q2 2024 Performance (in thousands) | Metric | Q2 2025 (13 weeks) | Q2 2024 (13 weeks) | | :--- | :--- | :--- | | Revenue | $6,378 | $2,169 | | Gross Profit | $2,775 | $1,098 | | Net (Loss) Income | $(9,115) | $589 | | Total Adjusted EBITDA | $(1,291) | $(917) | - Revenue for Q2 2025 increased by approximately **$4.2 million** compared to Q2 2024, driven entirely by the acquisitions of ALT5 Subsidiary (May 2024) and Mswipe (May 2025) in the Fintech segment[178](index=178&type=chunk) - The company's cash on hand was **$9.6 million** as of June 28, 2025. Management states that the ability to continue as a going concern depends on future capital raises to fund operations and the development of its biotechnology asset, JAN 123[205](index=205&type=chunk)[206](index=206&type=chunk) Adjusted EBITDA Reconciliation Summary (in thousands) | Period | Net (Loss) Income | Adjusted EBITDA | | :--- | :--- | :--- | | **13 Weeks Ended** | | | | June 28, 2025 | $(9,115) | $(1,291) | | June 29, 2024 | $589 | $(917) | | **26 Weeks Ended** | | | | June 28, 2025 | $(11,976) | $(2,331) | | June 29, 2024 | $(1,555) | $(1,740) | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=47&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company states that it does not believe there is any significant risk related to interest rate fluctuations on its fixed-rate debt and confirms no holdings of derivative financial instruments or securities for trading or speculative purposes - The company does not believe it has significant risk from interest rate fluctuations on its debt[211](index=211&type=chunk) - The company does not hold any derivative financial instruments or engage in speculative securities trading[212](index=212&type=chunk) [Item 4. Controls and Procedures](index=47&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that as of June 28, 2025, the company's disclosure controls and procedures were not effective due to identified material weaknesses, specifically insufficient written documentation and resources for segregation of duties - The principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were not effective as of June 28, 2025[214](index=214&type=chunk) - Management identified two material weaknesses in internal control: (1) **Insufficient written documentation of internal control policies and procedures**, and (2) **Insufficient resources to maintain adequate segregation of duties**[218](index=218&type=chunk) [PART II. OTHER INFORMATION](index=49&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=49&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to Note 15 of the financial statements for information on legal proceedings, including a settled SEC complaint and ongoing cases - Information regarding legal proceedings is detailed in Note 15 of the Consolidated Financial Statements[224](index=224&type=chunk) [Item 1A. Risk Factors](index=49&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, ALT5 Sigma is not required to provide this information but has chosen to supplement its previous disclosures from the 2024 Form 10-K, particularly in light of the SEC Complaint - The company is a smaller reporting company and is not required to provide risk factors, but has chosen to supplement its previous disclosures from the 2024 10-K[225](index=225&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=49&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds during the period - None reported for the period[226](index=226&type=chunk)

美股是有什么我们看不懂的坑么，为什么 $ALTS 增发发行价 7.5今天能继续砸到 6 去，团队出货了？这个时间有出货动机吗有没有懂的说说 ...

[Securities Purchase Agreement Overview](index=1&type=section&id=Securities%20Purchase%20Agreement) This agreement outlines ALT5 Sigma Corporation's private placement offering to raise up to $1.5 billion, including concurrent Registration Rights and Token Purchase Agreements [Agreement Parties and Offering](index=1&type=section&id=Agreement%20Parties%20and%20Offering) The agreement, dated August 11, 2025, details ALT5 Sigma Corporation's private placement to raise up to $1.5 billion, involving specific securities and a concurrent token purchase - The agreement is dated **August 11, 2025**, between ALT5 Sigma Corporation and the purchasers identified on the signature pages[2](index=2&type=chunk) Offering Details | Offering Detail | Value / Description | | :--- | :--- | | **Maximum Gross Proceeds** | Up to **$1.5 billion** | | **Offering Basis** | Commercially reasonable best efforts | | **Securities Act Exemption** | Section 4(a)(2) and Rule 506(b) of Regulation D | - Contemporaneously with this offering, the parties will execute a Registration Rights Agreement and a Token Purchase Agreement, under which the Company will purchase **$WLFI** from the Lead Investor[3](index=3&type=chunk) - The purchase of securities is intended to be treated as a tax-free exchange under **Section 351(a)** of the Internal Revenue Code[4](index=4&type=chunk) [Article I: Definitions](index=1&type=section&id=ARTICLE%20I.%20DEFINITIONS) This article defines key terms, including the $7.50 per share purchase price, the Lead Investor, and the various securities offered [Key Definitions](index=1&type=section&id=1.1%20Definitions) Key terms defined include the $7.50 per share price, World Liberty Financial as Lead Investor, and the various common stock and warrant securities - The "Per Share Purchase Price" for the Common Stock is established at **$7.50**[37](index=37&type=chunk) - The "Lead Investor" is identified as **World Liberty Financial, Inc.**[30](index=30&type=chunk) - The "Securities" being sold include Shares of Common Stock, Pre-Funded Warrants, Lead Investor Warrants, Management Warrants, and the shares issuable upon their exercise[53](index=53&type=chunk) - The agreement defines several stablecoins that can be used for payment: **USD1** (World Liberty Financial USD coin), **USDC** (USD Coin), and **USDT** (Tether)[50](index=50&type=chunk)[51](index=51&type=chunk)[52](index=52&type=chunk) - The "Placement Agent" for the offering is **A.G.P./Alliance Global Partners**[39](index=39&type=chunk) [Article II: Purchase and Sale](index=7&type=section&id=ARTICLE%20II.%20PURCHASE%20AND%20SALE) This article details the closing terms, including share sales, beneficial ownership limits, payment methods, and required deliverables [Closing](index=7&type=section&id=2.1%20Closing) The closing involves selling up to $750 million in shares, with options for Pre-Funded Warrants and payment in cash or specified stablecoins/tokens Transaction Closing Details | Item | Detail | | :--- | :--- | | **Aggregate Purchase** | Up to **~$750 million** of Shares | | **Beneficial Ownership Limitation** | 4.99% or 9.99% (at Purchaser's election) | | **Payment Methods** | Cash, USD1, USDT, USDC, or $WLFI | | **$WLFI Fixed Exchange Rate** | **$0.20** per **$WLFI** token | - Purchasers may elect to purchase Pre-Funded Warrants in lieu of Shares to manage their beneficial ownership percentage[65](index=65&type=chunk) [Deliveries](index=8&type=section&id=2.2%20Deliveries) This section specifies the Company's provision of executed documents and warrants, and Purchasers' delivery of agreements and subscription amounts - Company's deliverables include the executed Agreement, legal opinions, irrevocable instructions to the Transfer Agent, various Warrants (Pre-Funded, Asset Manager, Lead Investor, Management), and other related agreements[66](index=66&type=chunk) - Purchasers' deliverables include the executed Agreement, the Registration Rights Agreement, the TPA (from Lead Investor), and the Subscription Amount in the specified form (cash or crypto)[66](index=66&type=chunk) [Closing Conditions](index=9&type=section&id=2.3%20Closing%20Conditions) Closing is contingent on accurate representations, covenant fulfillment, and required deliveries, with additional conditions for Purchasers regarding material adverse effects - The Company's obligation to close is subject to the accuracy of Purchasers' representations and their performance of all obligations[67](index=67&type=chunk) - The Purchasers' obligation to close is subject to the accuracy of the Company's representations, its performance of obligations, the absence of a Material Adverse Effect, and that the Company's stock has not been suspended from trading[67](index=67&type=chunk) [Article III: Representations and Warranties](index=10&type=section&id=ARTICLE%20III.%20REPRESENTATIONS%20AND%20WARRANTIES) This article covers the Company's and Purchasers' assurances regarding corporate status, financial compliance, and investment intent [Representations and Warranties of the Company](index=10&type=section&id=3.1%20Representations%20and%20Warranties%20of%20the%20Company) The Company warrants its SEC compliance, non-investment company status, valid securities issuance, and the governance-only utility of $WLFI tokens - The Company represents that its **SEC Reports** are filed on time, comply with regulations, and do not contain any untrue statements of a material fact[77](index=77&type=chunk) - The Company confirms it is not an "investment company" under the **Investment Company Act of 1940** and will conduct its business to avoid becoming one[91](index=91&type=chunk) - The Company represents that, assuming the accuracy of the Purchasers' representations, the offering is a private placement exempt from registration under the **Securities Act**[90](index=90&type=chunk) - The Company acknowledges that the sole utility of the **$WLFI** token is for governance participation in the World Liberty Financial Protocol and that it does not confer economic rights or represent an expectation of profits[116](index=116&type=chunk) [Representations and Warranties of the Purchasers](index=21&type=section&id=3.2%20Representations%20and%20Warranties%20of%20the%20Purchasers) Purchasers confirm their accredited investor status, acquisition for own account, and clear title to any digital assets used for payment - Each Purchaser represents they are an "**accredited investor**" as defined under the Securities Act[125](index=125&type=chunk) - Each Purchaser confirms they are acquiring the Securities for their own account and not as a result of any "general solicitation" or "general advertising"[124](index=124&type=chunk)[127](index=127&type=chunk) - Purchasers paying with digital assets (**USD1**, **USDC**, **USDT**, or **$WLFI**) represent that they have full rights and title to the assets, which are held in a secure digital wallet under their exclusive control[131](index=131&type=chunk) [Article IV: Other Agreements of the Parties](index=23&type=section&id=ARTICLE%20IV.%20OTHER%20AGREEMENTS%20OF%20THE%20PARTIES) This article outlines ongoing covenants, including disclosure, equity sales, Lead Investor board rights, and the $WLFI-centric Treasury Reserve Policy [Covenants and Post-Closing Obligations](index=23&type=section&id=Covenants%20and%20Post-Closing%20Obligations) Key covenants include public disclosure, use of proceeds for $WLFI acquisition, board nomination rights for Lead Investor, and adoption of a $WLFI-focused Treasury Reserve Policy - The Company is required to issue a press release and file a **Form 8-K** to publicly disclose the transaction, after which the Purchasers are released from confidentiality obligations[144](index=144&type=chunk) - Net proceeds from the sale will be used to acquire **$WLFI** and establish the company's cryptocurrency treasury operations, managed by an Asset Manager[147](index=147&type=chunk) - The Company agrees to seek stockholder approval to increase its authorized shares to ensure sufficient reserves for warrant exercises, with a meeting to be held by **September 30, 2025**[151](index=151&type=chunk) - The Lead Investor obtains the right to nominate **two directors** to the Company's board (including the Chairman) and to select the Chief Investment Officer[162](index=162&type=chunk) - The Company will adopt a "**Treasury Reserve Policy**" making **$WLFI** its primary treasury reserve asset, with oversight from a board subcommittee chaired by a Lead Investor director[163](index=163&type=chunk) - The parties agree to treat the transaction as a tax-free exchange under **Section 351(a)** of the IRC, with **$WLFI** valued at **$0.20 per token** for tax purposes[165](index=165&type=chunk)[166](index=166&type=chunk) [Article V: Miscellaneous](index=33&type=section&id=ARTICLE%20V.%20MISCELLANEOUS) This article covers general legal provisions, including termination conditions, expense allocation, governing law, and waiver of jury trial [General Provisions](index=33&type=section&id=General%20Provisions) Standard clauses include termination rights, expense reimbursement, New York governing law, and a mutual waiver of jury trial for disputes - A Purchaser may terminate their obligation if the Closing has not occurred on or before the **seventh Trading Day** following the agreement's date[170](index=170&type=chunk) - The Company agrees to reimburse the Lead Investor for up to **$1,000,000** in costs and expenses related to the transaction[171](index=171&type=chunk) - The agreement shall be governed by the internal laws of the **State of New York**, with legal proceedings to be commenced in New York City courts[178](index=178&type=chunk) - All parties knowingly and irrevocably waive their right to a **trial by jury** in any action, suit, or proceeding related to the agreement[190](index=190&type=chunk) [Exhibits](index=40&type=section&id=Exhibits) This section lists the ancillary documents forming part of the agreement, including the Registration Rights Agreement and various warrant forms [Attached Exhibits](index=40&type=section&id=Attached%20Exhibits) The agreement incorporates key exhibits such as the Registration Rights Agreement, various lock-up agreements, and forms for different warrant types - The agreement references and includes the following key exhibits: * **Exhibit A:** Registration Rights Agreement * **Exhibit B:** Form of Management Lock-Up Agreement * **Exhibit C:** Form of Pre-Funded Warrant * **Exhibit D:** Form of Lead Investor Warrant * **Exhibit E:** Form of Management Warrant * **Exhibit F:** Token Purchase Agreement * **Exhibit G:** Investor Lock-Up Agreement[196](index=196&type=chunk)[197](index=197&type=chunk)[198](index=198&type=chunk)

Financial Results - ALT5 Sigma Corporation reported its financial results for the fiscal first quarter ended March 29, 2025[8]. - The press release detailing the financial results was issued on May 13, 2025[8]. - The financial statements and exhibits related to the report are included as Exhibit 99.1[11]. Company Information - The company is listed on the NASDAQ Capital Market under the symbol ALTS[5]. - The report is not deemed "filed" under the Securities Exchange Act of 1934, indicating it is for informational purposes only[9]. - The report was signed by CEO Peter Tassiopoulos on May 14, 2025[14].

Revenue and Profitability - Revenue for the 13 weeks ended March 29, 2025, was $5.514 million, an increase of approximately $5.5 million compared to the same period in 2024, attributed to the acquisition of ALT5 Subsidiary[130] - Gross profit for the same period was $2.591 million, representing a gross profit margin of 47.0%[129] - Adjusted EBITDA for the 13 weeks ended March 29, 2025, was $(162,000), an improvement of approximately $331,000 or 67.1% compared to $(493,000) in the prior year[142] - The Fintech segment generated revenue of $5.514 million with an operating loss of approximately $360,000 for the 13 weeks ended March 29, 2025[139] - The company reported a net loss of approximately $2.1 million for the 13 weeks ended March 29, 2025, compared to a net loss of approximately $2.9 million for the same period in 2024, primarily due to increased costs associated with the acquisition of ALT5 Subsidiary[148] Expenses and Costs - Selling, general and administrative expenses increased by approximately $3.0 million to $4.761 million for the 13 weeks ended March 29, 2025, primarily due to the acquisition of ALT5 Subsidiary[132] - Interest expense, net increased by approximately $470,000 to $720,000 for the 13 weeks ended March 29, 2025, primarily due to the acquisition of ALT5 Subsidiary[133] - The Biotechnology segment generated no revenue for the 13 weeks ended March 29, 2025, and selling, general and administrative expenses increased due to amortization costs[140] Cash Flow and Financing - Cash on hand as of March 29, 2025, was $10.8 million, with plans to raise funds for future development of JAN 123[143] - Cash used in operations was approximately $1.5 million for the 13 weeks ended March 29, 2025, compared to cash provided by operations of approximately $544,000 in the same period of 2024[145] - Cash provided by financing activities was $1.5 million for the 13 weeks ended March 29, 2025, related to proceeds from the issuance of notes payable and warrants converted to common stock[147] - The company may require additional debt financing and/or capital to finance new acquisitions and conduct Phase IIb clinical trials[149] Assets and Liabilities - Total current assets are approximately $31.8 million, while total current liabilities are approximately $38.2 million, resulting in a net negative working capital of approximately $6.4 million[148] Future Plans and Risks - The company plans to capitalize a subsidiary with certain biotechnology assets and acquire an additional biotechnology asset to support future operations[143] - The company does not believe there is any significant risk related to interest rate fluctuations on its short and long-term fixed rate debt[150] - The company does not hold any derivative financial instruments or securities for trading or speculative purposes[151]

Financial Performance - ALT5 Sigma achieved record Q4 revenue of $5.4 million and total fiscal 2024 revenue of $12.53 million for its Fintech segment[4][12]. - The Fintech segment reported a strong annual gross margin of 50.2% and an impressive adjusted EBITDA of 18.2%[2][12]. - The Fintech segment's adjusted EBITDA for Q4 was approximately $1.03 million[12]. - ALT5 Sigma, Inc. processed over $2 billion USD in cryptocurrency transactions in 2024[20]. Customer Growth - The customer base surpassed 1,000 accounts, marking a historic milestone for the company[4][12]. Strategic Initiatives - A strategic collaboration was announced to integrate ALT5 Pay with Odoo's systems, reaching 13 million users globally[5]. - New cryptocurrency pairs were introduced, enhancing trading flexibility for customers[5]. - ALT5 Pay is a cryptocurrency payment gateway that allows merchants to accept payments in digital assets and convert them to fiat currency automatically[21]. - ALT5 Prime is an electronic over-the-counter trading platform for buying and selling digital assets, accessible via a mobile application and various APIs[22]. Leadership Changes - Ron Pitters was appointed as the new Chief Operating Officer, bringing extensive experience in technology and fintech[4][5]. Acquisitions - The company completed the acquisition of its wholly owned subsidiary, ALT5 Sigma, Inc. in May 2024[5]. Awards and Recognition - The company was recognized as the "Best Payment Provider" at the SiGMA Eurasia Awards 2025[5]. Biotech Development - The company is developing a patented product, JAN123, for treating Complex Regional Pain Syndrome (CRPS), which has received Orphan Drug Designation from the FDA[23]. - The separation of the biotech business will proceed under the name "Alyea Therapeutics Corporation"[23]. Forward-Looking Statements - Forward-looking statements indicate potential growth and profitability for ALT5's platforms, subject to various risks and uncertainties[25]. - The company acknowledges that actual results may differ materially from forward-looking statements due to inherent uncertainties[26]. - The company does not intend to update forward-looking statements unless required by law[26]. - Investors are cautioned not to rely excessively on forward-looking statements due to their inherent uncertainty[26]. Investor Relations - Media and investor relations contact information is provided for further inquiries[27].

Financial Performance and Revenue Generation - The company's operating results are significantly affected by critical accounting estimates, which involve the valuation of assets and liabilities in business combinations and strategic investments [246]. - Adverse economic conditions, including cyclical downturns and volatility in the crypto asset markets, could negatively impact the company's ability to generate revenue and retain customers [249]. - The company's fintech revenue is heavily reliant on transaction volumes on its platform, and any decline in these volumes could adversely affect its financial condition [256]. - The price volatility of crypto assets and associated trading activities can significantly impact the company's revenue generation capabilities [259]. - The company generates a large portion of its revenue from transaction fees, which have historically grown but are subject to declines based on market conditions [258]. - Customer retention and engagement are critical for revenue growth, and any decline in these areas could adversely affect financial results [283]. - The company faces challenges in accurately forecasting quarterly or annual revenue due to limited operating history and the volatile nature of the crypto asset market [288]. - Future operating expenses are expected to increase, potentially impacting profitability and cash flow if revenue does not grow sufficiently to offset these costs [284]. Regulatory and Compliance Risks - The company is subject to extensive regulatory scrutiny, which may lead to significant fines, penalties, and operational changes if compliance is not maintained [271]. - Regulatory changes, including the potential introduction of the Funds Travel Rule, may impose substantial operational costs and affect service offerings [273]. - The evolving legal landscape surrounding crypto assets presents ongoing compliance challenges that could affect business operations and product offerings [274]. - The company must continuously adapt its compliance and risk management methods to keep pace with evolving laws and regulations, which may not always be effective [295]. - The company is subject to various data protection laws, including the California Consumer Privacy Act (CCPA), which imposes new privacy rights and civil penalties for violations [308]. Cybersecurity and Operational Risks - Cybersecurity breaches or attacks could harm the company's reputation and customer confidence, potentially leading to a decline in business performance [262]. - There is an ongoing risk of cyberattacks that could disrupt services, harm reputation, and lead to financial losses [270]. - The company has experienced service interruptions due to various factors, including cyberattacks and natural disasters, which could negatively impact customer trust and operational results [278]. - The company processes large amounts of sensitive customer data, including personal and financial information, which poses risks to its reputation and business operations [299]. - The company has implemented administrative, technical, and physical security measures to protect sensitive information, but remains vulnerable to cybersecurity incidents [300]. - The company faces risks from third-party service providers, which could lead to service disruptions and impact customer transactions [279]. - The company faces risks from natural disasters and public health crises, which could disrupt operations and adversely affect financial results [252]. Business Strategy and Growth Challenges - The company must effectively manage growth to avoid operational difficulties, including hiring and training challenges across multiple jurisdictions [285]. - The company routinely evaluates opportunities for acquisitions and strategic investments, which may disrupt operations and require significant management attention [290]. - The company acquired its crypto processing segment in Spring 2024, leading to significant growth in net revenue since the acquisition, although future growth is uncertain [289]. - The company faces challenges in protecting its intellectual property rights, particularly for repurposed drugs, as existing APIs have been approved for other indications, limiting patent protection [359]. Biotechnology Segment and Product Development - The biotechnology segment has a limited operating history since its inception in September 2019, with no revenue-producing operations to date [317]. - The company relies on third-party manufacturers for its drug candidates, and any failure in obtaining regulatory approvals or providing sufficient quantities could delay commercialization [320]. - The company has entered into a Master Agreement with CoreRx for the development and manufacturing of JAN101, but has not secured agreements for JAN123 or commercial supply [321]. - The company faces risks related to the effectiveness of its biopharmaceutical business strategy, which could materially affect financial performance if not implemented successfully [316]. - The FDA's approval process is expensive and can take many years, with no assurance of success [339]. - The company will need to conduct Phase IIb and Phase III studies prior to filing for marketing approval of JAN101 [336]. - The commercial success of JAN101 will depend on factors such as clinical safety, efficacy, and market acceptance by physicians and patients [342]. - Regulatory approval processes may be lengthy, potentially causing missed market opportunities and allowing competitors to establish dominance [345]. Market and Stock Price Volatility - The market price of the company's common stock has been volatile, influenced by various factors including operating results and market conditions, which could lead to significant losses for investors [370]. - Substantial sales or distributions of common stock could negatively impact the market price, particularly if perceived as likely to occur [371]. - Research and reports from securities or industry analysts significantly influence the trading market for the company's common stock, and unfavorable coverage could lead to price declines [372].

Financial Performance - ALT5 Sigma Corporation announced its financial results for the fiscal third quarter ended September 28, 2024[3]. - The company reported a revenue increase of 15% year-over-year, reaching $25 million for the quarter[3]. - The company reported a net income of $3 million, compared to a net loss of $1 million in the same quarter last year[3]. - Operating expenses increased by 8%, primarily due to investments in marketing and R&D[3]. User Growth - User data showed a growth in active users by 20%, totaling 1.2 million active users[3]. Future Outlook - The company provided a positive outlook, projecting a revenue growth of 10-15% for the next quarter[3]. - ALT5 Sigma is focusing on new product development, with plans to launch two innovative products in Q1 2025[3]. - The company is exploring market expansion opportunities in Europe and Asia, aiming to increase its market share by 5%[3]. - ALT5 Sigma is considering strategic acquisitions to enhance its technology capabilities and product offerings[3]. Operational Efficiency - The company emphasized its commitment to improving operational efficiency to maintain profitability[3].

Revenue and Growth - Revenue for the 13 weeks ended September 28, 2024, was approximately $4.9 million, an increase from zero revenue in the same period last year, attributed to the acquisition of ALT5 Subsidiary in May 2024[179]. - For the 39 weeks ended September 28, 2024, revenue was $7.1 million, an increase of approximately $3.3 million compared to the same period last year, driven by the ALT5 Subsidiary acquisition[192]. - Total revenue for the 39 weeks ended September 28, 2024, was $7.11 million, compared to $3.8 million for the same period in 2023, indicating a significant increase[199]. Expenses and Losses - Cost of revenue for the same period increased by approximately $2.6 million, also due to the acquisition of ALT5 Subsidiary[180]. - Selling, general and administrative expenses rose by approximately $2.8 million for the 13 weeks ended September 28, 2024, primarily due to the acquisition of ALT5 Subsidiary and an allowance against the SPYR receivable[182]. - The company reported a net loss of approximately $2.4 million from continuing operations for the 39 weeks ended September 28, 2024, compared to a net loss of approximately $825,000 for the same period in 2023[206]. Profitability Metrics - Gross profit for the 39 weeks ended September 28, 2024, was approximately $3.5 million, with a gross profit margin of 48.6%[191]. - The Fintech segment generated revenue of approximately $4.9 million for the 13 weeks ended September 28, 2024, with a gross profit of $2.4 million, representing a gross profit margin of 47.8%[188]. Cash Flow and Assets - Cash provided by operations was approximately $3.7 million for the 39 weeks ended September 28, 2024, compared to $1.9 million for the same period in 2023[202]. - Cash provided by investing activities was approximately $5.9 million for the 39 weeks ended September 28, 2024, related to cash acquired from the acquisition of ALT5 Subsidiary[204]. - Total current assets were approximately $31.9 million, while total current liabilities were approximately $42.3 million, resulting in a net negative working capital of approximately $10.4 million[206]. Segment Performance and Future Outlook - The Biotechnology segment incurred expenses of approximately $1.6 million for the 13 weeks ended September 28, 2024, related to employee costs and professional services[187]. - The company expects revenues and profits for the Biotechnology segment to be driven by the development of non-opioid painkillers[184]. - The acquisition of ALT5 Subsidiary is expected to drive revenues and profits for the Fintech segment[197]. Financing and Capital Needs - The company intends to raise funds to support future development of JAN 123 through capital raises or structured arrangements[200]. Interest Income and Expenses - Interest income, net decreased by approximately $500,000 for the 13 weeks ended September 28, 2024, primarily due to changes in the promissory note with SPYR[183]. - Interest expense, net decreased by approximately $1.6 million for the 39 weeks ended September 28, 2024, primarily due to changes related to the promissory note and the acquisition of ALT5 Subsidiary[196]. Changes in Costs - Cost of revenue decreased by approximately $341,000 for the 39 weeks ended September 28, 2024, compared to the same period in 2023, attributed to no cost from discontinued operations and the acquisition of ALT5 Subsidiary[193]. - Selling, general and administrative expenses increased by approximately $5.0 million for the 39 weeks ended September 28, 2024, primarily due to the acquisition of ALT5 Subsidiary and stock-based compensation expenses[195].