ALT5 Sigma Corp 2024年度报告

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM10-K xAnnual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year endedDecember 28, 2024 or oTransition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No.000-19621 Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.oYesxNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.oYesxNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject tosuch filing requirements for the past 90 days.xYesoNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).xYesoNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reportingcompany. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated fileroAccelerated fileroNon-accelerated filerSmaller reporting companyxEmerging growth companyo If any emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report.o If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).oYesxNo The aggregate market value of the registrant’s common stock held by non-affiliates, based on the closing sales price of such stock on July 1,2024 was approximately$26.7million. The number of shares outstanding of the registrant’s common stock as of March25, 2025 was16,078,647. PART I Item 1.BusinessItem 1A.Risk FactorsItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Our Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities67Item 6.Selected Financial Data67Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations68Item 7A.Quantitative and Qualitative Disclosures About Market Risk73Item 8.Financial Statements and Supplementary Data74Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure57Item 9A.Controls and Procedures57Item 9B.Other Information58Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections58 PART III Item 10.Directors, Executive Officers, and Corporate Governance59Item 11.Executive Compensation62Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters64Item 13.Certain Relationships and Related Transactions, and Director Independence66Item 14.Principal Accounting Fees and Services67 PART IV Item 15.Exhibits and Financial Statement Schedules69Item 16.Form 10-K Summary69 Index to ExhibitsSignatures Table of Contents PART I ITEM 1.BUSINESS General ALT5 Sigma Corporation, (formerly known as JanOne Inc.) and subsidiaries (collectively, “we,” “us,” the “Company,” or “ALT5”). Throughour Fintech segment, the Company provides next generation blockchain-powered technologies to enable a migration to a new global financialparadigm, and, through our Biotechnology segment, we are focused on finding treatments for conditions that cause chronic pain and bringing tomarket drugs with non-addictive and non-sedative pain-relieving properties. On May 15, 2024, the Company acquired ALT5 Sigma, Inc., and on July 15, 2024, changed its co