ALT5 Sigma Corp 2025年度报告

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 in its charter) Registrant’s telephone number, including area code:800-400-2247 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which registered 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.☐Yes☒No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.☐Yes☒NoIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports) and (2) has been subject to such filing requirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or asmaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. ☐Accelerated filer☒Emerging growth company If any emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) bythe registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐Yes☒No The aggregate market value of the registrant’s common stock held by non-affiliates, based on the closing sales price of suchstock on June 27, 2025 was approximately $160.6 million. The number of shares outstanding of the registrant’s common stock as of April9, 2026 was 127,166,254. TABLE OF CONTENTS Item 1.Business1Item 1A.Risk Factors9Item 1B.Unresolved Staff Comments21Item 1C.Cybersecurity21Item 2.Properties25Item 3.Legal Proceedings25Item 4.Mine Safety Disclosures25 Item 5.Market for Our Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities26Item 6.Selected Financial Data26Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations26Item 7A.Quantitative and Qualitative Disclosures About Market Risk32Item 8.Financial Statements and Supplementary Data33Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure34Item 9A.Controls and Procedures34Item 9B.Other Information35Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections35 Item 10.Directors, Executive Officers, and Corporate Governance36Item 11.Executive Compensation40Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters42Item 13.Certain Relationships and Related Transactions, and Director Independence44Item 14.Principal Accounting Fees and Services46 PART I ITEM 1. BUSINESS General ALT5 Sigma Corporation (formerly known as JanOne Inc.) and subsidiaries (collectively, “we,” “us,” the “Company,” or “ALT5”).Through our Fintech segment, the Company provides next-generation blockchain-powered technologies for digital asset trading,payments processing and related payment card services. On May 15, 2024, the Company acquired ALT5 Sigma, Inc., and on July 15, 2024, changed its corporate name from JanOne Inc. toALT5 Sigma Corporation. ALT5 Sigma, Inc., is a financial services and Fintech holding company. ALT5 Sigma