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ALT5 Sigma Corp

For the period ended Jun 28, 2025. Filed Aug 12, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 28, 2025 · Filed Aug 12, 2025

AIFC$0.17+6.9%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-29; filed 2025-05-13.

0001628280-25-025004

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-28; filed 2025-08-12.

0001628280-25-039914

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 52 previous paragraphs and 73 current paragraphs.

34 unchanged; 12 reworded; 22 added; 6 removed; 0 previous and 5 current paragraphs rearranged.

Tables are not compared: 5 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (22)

Current report

Revenue increased by approximately $4.2 million for the 13 weeks ended June 28, 2025, as compared to the 13 weeks ended June 29, 2024. The increase is due to the acquisition of ALT5 Subsidiary during May 2024, as well as Mswipe during May 2025.

Current report

Selling, general and administrative expenses increased by approximately $1.5 million for the 13 weeks ended June 28, 2025, as compared to the 13 weeks ended June 29, 2024, primarily due to the acquisition of ALT5 Subsidiary during May 2024, as well as Mswipe during May 2025.

Current report

We report our business in the following segments: Fintech, Biotechnology and Corporate and Other. On May 21, 2025, the Company disclosed that June 2, 2025 would be the record date for a transaction involving the Company’s formal separation of its Biotech segment, also known as Alyea. Consequently, the Biotech segment is being presented as discontinued operations for the 13 weeks ended June 28, 2025 and June 29, 2024..

Current report

On May 21, 2025, the Company disclosed that June 2, 2025 would be the record date for a transaction involving the Company’s formal separation of its Biotech segment, also known as Alyea. Consequently, the Biotech segment is being presented as discontinued operations for the 13 weeks ended June 28, 2025 and June 29, 2024. Our Biotech segment generated no revenue for the for the 13 weeks ended June 28, 2025 and the 13 weeks ended June 29, 2024. Selling, general and administrative expenses increased moderately due to increased professional fees.

Current report

For the Twenty-Six Weeks Ended June 28, 2025 and June 29, 2024

Current report

Revenue increased by approximately $9.7 million for the 26 weeks ended June 28, 2025, as compared to the 26 weeks ended June 29, 2024. The increase is due to the acquisition of ALT5 Subsidiary during May 2024, as well as Mswipe during May 2025.

Current report

Selling, general and administrative expenses increased by approximately $4.5 million for the 26 weeks ended June 28, 2025, as compared to the 26 weeks ended June 29, 2024, The increase is due to the acquisition of ALT5 Subsidiary during May 2024, as well as Mswipe during May 2025, partially offset by a decrease in our Corporate and Other segment.

Current report

Interest expense, net increased by approximately $1.0 million for the 26 weeks ended June 28, 2025, as compared to the 26 weeks ended June 29, 2024 primarily due to the acquisition of ALT5 Subsidiary during May 2024.

Current report

We report our business in the following segments: Fintech, Biotechnology and Corporate and Other. On May 21, 2025, the Company disclosed that June 2, 2025 would be the record date for a transaction involving the Company’s formal separation of its Biotech segment, also known as Alyea. Consequently, the Biotech segment is being presented as discontinued operations for the 26 weeks ended June 28, 2025 and June 29, 2024..

Current report

Our Corporate and Other segment generated no revenue for the for the 26 weeks ended June 28, 2025 and the 26 weeks ended June 29, 2024. Selling, general and administrative expenses decreased primarily due to decreased costs for legal and other professional services.

Current report

On May 21, 2025, the Company disclosed that June 2, 2025 would be the record date for a transaction involving the Company’s formal separation of its Biotech segment, also known as Alyea. Consequently, the Biotech segment is being presented as discontinued operations for the 26 weeks ended June 28, 2025 and June 29, 2024. Our Biotech segment generated no revenue for the for the 26 weeks ended June 28, 2025 and the 26 weeks ended June 29, 2024. Selling, general and administrative expenses were relatively unchanged over prior year period.

Current report

Adjusted EBITDA increased by approximately $0.6 million, or 34.0%, for the 26 weeks ended June 28, 2025, as compared to the prior year period. The decrease was primarily due to the results of operations, as discussed above.

Current report

Cash provided by investing activities for continued operations was $0.1 million for the 26 weeks ended June 28, 2025, compared to cash provided by investing activities of $5.9 million for the 26 weeks ended June 29, 2024. Cash provided by investing activities for the 26 weeks ended June 28, 2025 was related to the acquisition of Mswipe, and the cash provided by investing activities for the 26 weeks ended June 29, 2024 was related to cash acquired in the acquisition of ALT5 Subsidiary. There was no cash used in investing activities for discontinued operations during the 26 weeks ended June 28, 2025 or June 29, 2024.
Removed paragraphs (6)

Previous report

Selling, general and administrative expenses increased by approximately $3.0 million for the 13 weeks ended March 29, 2025, as compared to the 13 weeks ended March 30, 2024, primarily due to the acquisition of ALT5 Subsidiary during May 2024.

Previous report

We report our business in the following segments: Biotechnology and discontinued operations. We expect revenues and profits for our biotechnology segment to be driven by the development of pharmaceuticals that treat the root cause of pain but are non-opioid painkillers. We include Corporate expenses within the Biotechnology segment. As discussed above, we sold our Recycling segment in March 2023, and detail its results as discontinued operations below.

Previous report

Our Biotech segment generated no revenue for the for the 13 weeks ended March 29, 2025 and the 13 weeks ended March 30, 2024. Selling, general and administrative expenses increased primarily due to increased amortization costs relating to the Soin intangibles.

Previous report

Cash used in investing activities was $0 for the 13 weeks ended March 29, 2025 and the 13 weeks ended March 30, 2024.

Previous report

We acknowledge that we continue to face a challenging competitive environment as we continue to focus on our overall profitability, including managing expenses. We reported a net loss of approximately $2.1 million for the 13 weeks ended March 29, 2025, and a net loss of approximately $2.9 million for the 13 weeks ended March 30, 2024, primarily due to increased costs associated with the acquisition ALT5 Subsidiary. Additionally, the Company has total current assets of approximately $31.8 million and total current liabilities of approximately $38.2 million resulting in a net negative working capital of approximately $6.4 million. Cash used in operations was approximately $1.5 million.
Reworded paragraphs (12)

Previous wording

•Biotechnology: Our Biotechnology segment is focused on finding treatments for conditions that cause severe pain and bringing to market drugs with non-addictive pain-relieving properties. We have previously announced our intention to capitalize a subsidiary with certain of our biotechnology assets, acquire an additional biotechnology asset, and then engage in a financing of that subsidiary. The short-term intended result of that series of transactions would be for to decouple it from us so that it would operate on a stand-alone basis.

Current wording

•Biotechnology: Our Biotechnology segment is focused on finding treatments for conditions that cause severe pain and bringing to market drugs with non-addictive pain-relieving properties. We have previously announced our intention to capitalize a subsidiary with certain of our biotechnology assets, acquire an additional biotechnology asset, and then engage in a financing of that subsidiary. The short-term intended result of that series of transactions would be for to decouple it from us so that it would operate on a stand-alone basis. On May 21, 2025, the Company disclosed that June 2, 2025 would be the record date for a transaction involving the Company’s formal separation of its Biotech segment, also known as Alyea. Consequently, the Biotech segment is being presented as discontinued operations for the 13 and 26 weeks ended June 28, 2025 and June 29, 2024.

Previous wording

Gross profit increased by approximately $2.6 million for the 13 weeks ended March 29, 2025, as compared to the 13 weeks ended March 30, 2024. The increase is due to the acquisition of ALT5 Subsidiary during May 2024.

Current wording

Gross profit increased by approximately $1.7 million for the 13 weeks ended June 28, 2025, as compared to the 13 weeks ended June 29, 2024. The increase is primarily due to the acquisition of ALT5 Subsidiary during May 2024, as well as Mswipe during May 2025.

Previous wording

Interest expense, net increased by approximately $470,000 for the 13 weeks ended March 29, 2025, as compared to the 13 weeks ended March 30, 2024 primarily due to the acquisition of ALT5 Subsidiary during May 2024.

Current wording

Interest expense, net increased by approximately $560,000 for the 13 weeks ended June 28, 2025, as compared to the 13 weeks ended June 29, 2024 primarily due to the acquisition of ALT5 Subsidiary during May 2024.

Previous wording

Unrealized loss on marketable securities for the 13 weeks ended March 30, 2024 was approximately $190,000. An unrealized gain or loss on marketable securities was recorded to mark to fair value securities received in connection to the sale of GeoTraq. No such unrealized gain or loss on marketable was recorded during the 13 weeks ended March 29, 2025.

Current wording

Unrealized loss on marketable securities for the 13 weeks ended June 29, 2024 was approximately $180,000. An unrealized gain or loss on marketable securities was recorded to mark to fair value securities received in connection to the sale of GeoTraq. No such unrealized gain or loss on marketable was recorded during the 13 weeks ended June 28, 2025.

Previous wording

Our Fintech segment consists of ALT5 Subsidiary, which was acquired during May 2024. Revenue for the 13 weeks ended March 29, 2025 was approximately $5.5 million, and gross margin percentage was 47.0%. Operating loss for the fiscal year ended 13 weeks ended March 29, 2025 was approximately $360,000.

Current wording

Our Fintech segment consists of ALT5 Subsidiary, which was acquired during May 2024, as well as Mswipe, which was acquired during May 2025. Revenue for the 13 weeks ended June 28, 2025 was approximately $6.4 million, and gross margin percentage was 43.5%. Operating loss for the fiscal year ended 13 weeks ended June 28, 2025 was approximately $1.1 million.

Previous wording

Our Corporate and Other segment generated no revenue for the for the 13 weeks ended March 29, 2025 and the 13 weeks ended March 30, 2024. Selling, general and administrative expenses increased primarily due to increased costs for legal and other professional services.

Current wording

Our Corporate and Other segment generated no revenue for the for the 13 weeks ended June 28, 2025 and the 13 weeks ended June 29, 2024. Selling, general and administrative expenses decreased primarily due to decreased costs for legal and other professional services.

Previous wording

Revenue increased by approximately $5.5 million for the 13 weeks ended March 29, 2025, as compared to the 13 weeks ended March 30, 2024. The increase is due to the acquisition of ALT5 Subsidiary during May 2024.

Current wording

Gross profit increased by approximately $5.5 million for the 26 weeks ended June 28, 2025, as compared to the 26 weeks ended June 29, 2024. The increase is due to the acquisition of ALT5 Subsidiary during May 2024, as well as Mswipe during May 2025.

Previous wording

Adjusted EBITDA increased by approximately $0.3 million, or 67.1%, for the 13 weeks ended March 29, 2025, as compared to the prior year period. The increase was primarily due to the results of operations, as discussed above.

Current wording

Adjusted EBITDA increased by approximately $0.3 million, or 40.8%, for the 13 weeks ended June 28, 2025, as compared to the prior year period. The increase was primarily due to the results of operations, as discussed above.

Previous wording

As of March 29, 2025, our cash on hand was $10.8 million. We intend to raise funds to support future development of JAN 123 either through capital raises or structured arrangements, which would include effectuating our previously announced intention to capitalize a subsidiary with certain of our biotechnology assets, acquire an additional biotechnology asset, and then engage in a financing of that subsidiary. The short-term intended result of that series of transactions would be for us to own a controlling interest in that subsidiary, but to decouple it from us so that it would operate on a stand-alone basis, although its financial statements would continue to be consolidated with ours for as long as we have a controlling interest.

Current wording

As of June 28, 2025, our cash on hand was $9.6 million. We intend to raise funds to support future development of JAN 123 either through capital raises or structured arrangements, which would include effectuating our previously announced intention to capitalize a subsidiary with certain of our biotechnology assets, acquire an additional biotechnology asset, and then engage in a financing of that subsidiary. The short-term intended result of that series of transactions would be for us to own a controlling interest in that subsidiary, but to decouple it from us so that it would operate on a stand-alone basis, although its financial statements would continue to be consolidated with ours for as long as we have a controlling interest.

Previous wording

Our ability to continue as a going concern is dependent upon the success of future capital raises or structured settlements and cash flows from the acquisition of ALT5 Subsidiary to fund the required testing to obtain FDA approval of JAN 123, as well as to fund our day-to-day operations. The accompanying financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. While we will actively pursue these additional sources of financing, management cannot make any assurances that such financing will be secured.

Current wording

Our ability to continue as a going concern is dependent upon the success of future capital raises or structured settlements and cash flows from the acquisition of ALT5 Subsidiary to fund the required testing to obtain FDA approval of JAN 123, as well as to fund our day-to-day operations. The accompanying financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. While we will actively pursue these additional sources of financing, management cannot make any assurances that such financing will be secured. Please review the transaction

Previous wording

During the 13 weeks ended March 29, 2025, cash used in operations was approximately $1.5 million, compared to cash provided by operations of approximately $544,000 during the 13 weeks ended March 30, 2024. The decrease in cash was primarily due to results of operations as discussed above.

Current wording

During the 26 weeks ended June 28, 2025, cash used in continuing operations was approximately $6.7 million, compared to cash used in operations of approximately $460,000 during the 26 weeks ended June 29, 2024. The decrease in cash was primarily due to results of operations as discussed above. There was no cash used in operating activities for discontinued operations during the 26 weeks ended June 28, 2025 or June 29, 2024.

Previous wording

Cash provided by financing activities was $1.5 million for the 13 weeks ended March 29, 2025, and relates to proceeds received from the issuance of notes payable, as well as warrants converted to our common stock, partially offset by cash paid for notes payable. Cash used in financing activities was approximately $600,000 for the 13 weeks ended March 30, 2024, and relates to proceeds received from warrants converted to our common stock.

Current wording

Cash provided by financing activities was $3.7 million for the 26 weeks ended June 28, 2025, and relates to proceeds received from the issuance of notes payable, as well as warrants converted to our common stock, partially offset by cash paid for notes payable and related party notes payable. Cash used in financing activities was approximately $1.2 million for the 26 weeks ended June 29, 2024, and relates to proceeds received from warrants converted to our common stock and proceeds received from related parties, partially offset by payments on notes payable. There was no cash provided by financing activities during the 26 weeks ended June 28, 2025 or June 29, 2024.
Rearranged current paragraphs (5)

Current report — wording carried from elsewhere

The following table sets forth certain statement of operations items and as a percentage of revenue, for the periods indicated (in $000's):

Current report — wording carried from elsewhere

(a)See reconciliation of net income to Adjusted EBITDA below.

Current report — wording carried from elsewhere

The following tables set forth revenues for key product and service categories, percentages of total revenue and gross profits earned by key product and service categories and gross profit percent as compared to revenues for each key product category indicated (in $000's):

Current report — wording carried from elsewhere

Operating loss by operating segment, is defined as loss before net interest expense, other income and expense, provision for income taxes ($000’s).

Current report — wording carried from elsewhere

Our Fintech segment consists of ALT5 Subsidiary, which was acquired during May 2024, as well as Mswipe, which was acquired during May 2025. Revenue for the 26 weeks ended June 28, 2025 was approximately $11.9 million, and gross margin percentage was 45.1%. Operating loss for the fiscal year ended 26 weeks ended June 29, 2024 was approximately $1.4 million.