ALT5 Sigma Corp

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. )

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Filed by a Party other than the Registrant☐

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☐ Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑ Definitive Proxy Statement

☐Definitive Additional Materials

☐Soliciting Material Pursuant to § 240.14a-12

ALT5 Sigma Corporation(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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ALT5 Sigma Corporation325 E. Warm Springs Road, Suite 102 Las Vegas, Nevada

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

Las Vegas, Nevada

November 5, 2024

Dear Stockholder:

The 2024 Annual Meeting of Stockholders of ALT5 Sigma Corporation, a Nevada corporation (the “Company”), will be held on Wednesday, December 18, 2024, at 11:00 a.m., Pacific Time, at our principal executive offices located at 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119 for the following purposes:

1. To elect six directors to the Company’s Board of Directors;

2. To approve the Company’s 2024 Equity Incentive Plan (the “2024 Plan”);

3. To ratify and approve the issuance of 150,000 shares of the Company’s common stock to the President of the Company;

4. To ratify the appointment of Hudgens CPA, PLLC (“Hudgens”), as the Company’s independent registered public accounting firm for fiscal year 2024;

5. To consider and vote upon a proposal to adjourn the Annual Meeting, if necessary or appropriate, which proposal we refer to as the “Adjournment Proposal”; and

6. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement of the meeting.

The Board of Directors has fixed the close of business on October 21, 2024 as the “Record Date” for the 2024 Annual Meeting. Only the holders of record of our common stock, Series A-1 Convertible Preferred Stock, and/or Series S Convertible Preferred Stock as of the close of business on the Record Date are entitled to receive notice of, and to vote at, the 2024 Annual Meeting and any adjournment thereof. We have also enclosed with this notice (i) our Annual Report on Form 10-K for the fiscal year ended December 30, 2023 and (ii) a Proxy Statement.

Your vote is extremely important regardless of the number of shares you own.

Whether you own a few shares or many, and whether or not you plan to attend the Annual Meeting in person, it is important that your shares be represented and voted at the meeting. You may vote your shares on the Internet, by telephone, or by completing, signing, and promptly returning a proxy card or you may vote in person at the Annual Meeting. Voting online, by telephone, or by returning your proxy card does not deprive you of your right to attend the Annual Meeting.

By Order of the Board of Directors,

/s/ Tony Isaac

Tony Isaac, Corporate Secretary

The Proxy Statement is dated November 5, 2024 and is first being made available to stockholders on or about November 12, 2024.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on December 18, 2024: The Proxy Statement and Annual Report are available atwww.ir.janone.com.

TABLE OF CONTENTS

ALT5 Sigma Corporation

325 E. Warm Springs Road, Suite 102

Las Vegas, Nevada 89119

(800) 977-6038

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON DECEMBER 18, 2024

This Proxy Statement relates to the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of ALT5 Sigma Corporation (“ALT5”, the “Company”, “our”, “us”, or “we”). The Annual Meeting will be held on Wednesday, December 18, 2024, at 11:00 a.m., Pacific Time, at our corporate offices located at 325 E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119, or at such other time and place to which the Annual Meeting may be adjourned or postponed. The enclosed proxy is solicited by the Company’s Board of Directors (our “Board”). The proxy materials relating to the Annual Meeting are first being mailed to stockholders entitled to vote at the Annual Meeting on or about November 5, 2024. References in this Proxy Statement to “2023” or “fiscal 2023” refer to the Company’s fiscal year ended December 30, 2023.