ALT5 Sigma Corp
For the period ended Sep 27, 2025. Filed Jan 12, 2026.
View on SEC.govAbout 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.
Sep 27, 2025 · Filed Jan 12, 2026
AIFC$0.17+6.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2025-09-27; filed 2026-01-12.
0001628280-26-001793
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 73 previous paragraphs and 86 current paragraphs.
44 unchanged; 23 reworded; 19 added; 6 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 9 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 (19)
Current report
Fintech
Current report
Biotechnology
Current report
Corporate and Other
Current report
In August 2025, the Company closed a transformative $1.5 billion registered direct offering and concurrent private placement – led by World Liberty Financial, Inc. – specifically to launch our WLFI Treasury Strategy. This "capital with a purpose" financing positioned ALT5 as one of the most significant institutional holders of WLFI, securing a meaningful stake in the native governance and utility token of the World Liberty Financial ecosystem.
Current report
We view WLFI as a scarce, governance-enabled digital asset with long-term capital preservation and appreciation potential, inflation-hedging characteristics, and embedded productivity through protocol participation and revenue-sharing mechanisms. With a fixed maximum supply of 100 billion tokens, WLFI powers decentralized lending, borrowing, staking, and governance within a rapidly growing DeFi platform.
Current report
A core driver of WLFI’s value is its economic linkage to USD1, the ecosystem’s flagship U.S. dollar-pegged stablecoin. Issued on a fully reserved, audited, and redeemable basis, USD1 aims to establish itself a a primary medium of exchange for institutions and consumers alike. Increased adoption of USD1 directly accrues value to WLFI holders through protocol fees, governance rights, and ecosystem growth.
Current report
The Company is uniquely positioned to accelerate real-world utility for WLFI by integrating it into our existing payment and trading infrastructure, which already serves clients in North America, Europe, and Asia. Our vision includes collaborating with WLFI to help enable everyday commerce – such as retailers accepting WLFI or USD1, with instant fiat conversion, cross-border B2B settlements, and tokenized assets settled using WLFI and/or USD1 as the medium of exchange.
Current report
Our policy remains a committed long-term “HODL” approach, with future acquisitions funded through operating cash flows, structured debt, and selective capital raises. Sales are restricted to liquidity requirements or material portfolio rebalancing events.
Current report
Our Corporate and Other segment consists of WLFI assets, including any additions, redemptions, or mark‑to‑market changes in value, are recorded within the Company’s Corporate and Other segment.
Current report
Revenue increased by approximately $2.6 million for the 13 weeks ended September 27, 2025, as compared to the 13 weeks ended September 28, 2024. The increase is due to increased business activity at ALT5 Subsidiary, as well as the acquisition of Mswipe during May 2025.
Current report
Selling, general and administrative expenses increased by approximately $17.6 million for the 13 weeks ended September 27, 2025, as compared to the 13 weeks ended September 28, 2024, primarily due to higher bad debt expense, increased stock‑based compensation from RSU grants during the quarter, and the acquisition of Mswipe in May 2025.
Current report
Unrealized Loss on Cryptocurrency Assets
Current report
Unrealized gain on cryptocurrency assets for the 13 weeks ended September 27, 2025 was approximately $72.8 million. An unrealized gain was recorded to mark our WLFI tokens to fair value. No such unrealized gain or loss was recorded during the 13 weeks ended September 28, 2024.
Current report
For the Thirty-Nine Weeks Ended September 27, 2025 and September 28, 2024
Current report
Revenue increased by approximately $12.4 million for the 39 weeks ended September 27, 2025, as compared to the 39 weeks ended September 28, 2024. The increase is due to the acquisition of ALT5 Subsidiary during May 2024, as well as the acquisition of Mswipe during May 2025.
Current report
Selling, general and administrative expenses increased by approximately $22.1 million for the 39 weeks ended September 27, 2025, as compared to the 39 weeks ended September 28, 2024, The increase is primarily due increased bad debt, stock-based compensation expenses, and professional fees, as well as the acquisition of ALT5 Subsidiary during May 2024, and the acquisition of Mswipe during May 2025.
Current report
Unrealized Loss on Cryptocurrency Assets
Current report
Unrealized gain on cryptocurrency assets for the 39 weeks ended September 27, 2025 was approximately $72.8 million. An unrealized gain was recorded to mark our WLFI tokens to fair value. No such unrealized gain or loss was recorded during the 39 weeks ended September 28, 2024.
Current report
Adjusted EBITDA (Non-GAAP) Reconciliation
Removed paragraphs (6)
Previous 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.
Previous 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.
Previous report
For the Twenty-Six Weeks Ended June 28, 2025 and June 29, 2024
Previous 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.
Previous 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.
Previous report
Adjusted EBITDA Reconciliation
Reworded paragraphs (23)
Previous wording
•Fintech: Our Fintech segment provides next generation blockchain-powered technologies for tokenization, trading, clearing, settlement, payment, and safe-keeping of digital assets
Current wording
Our Fintech segment provides next generation blockchain-powered technologies for tokenization, trading, clearing, settlement, payment, and safe-keeping of digital assets
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. 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.
Current wording
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. The Biotech segment is being presented as discontinued operations for the 13 and 26 weeks ended September 27, 2025 and September 28, 2024 (see Note 4 of our Condensed Consolidated Financial Statements).
Previous wording
•Corporate and Other: Our Corporate and Other segment consists of certain corporate general and administrative costs.
Current wording
Our Corporate and Other segment also consists of certain corporate general and administrative costs.
Previous 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.
Current wording
Gross profit increased by approximately $0.3 million for the 13 weeks ended September 27, 2025, as compared to the 13 weeks ended September 28, 2024. The increase is primarily due to the acquisition of Mswipe during May 2025.
Previous 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.
Current wording
Interest expense, net increased by approximately $1.1 million for the 13 weeks ended September 27, 2025, as compared to the 13 weeks ended September 28, 2024 primarily reflecting higher debt‑related costs incurred during the period.
Previous wording
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 wording
We report our business in the following segments: Fintech, Biotechnology and Corporate and Other. During fiscal 2025, the Company announced its intent to formally separate its Biotechnology segment, also known as Alyea. As a result, the Biotechnology segment is presented as discontinued operations for the 13 weeks ended September 27, 2025 and September 28, 2024.
Previous 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.
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 September 27, 2025 was approximately $7.6 million, and gross margin percentage was 34.6%. Operating loss for the fiscal year ended 13 weeks ended September 27, 2025 was approximately $4.4 million.
Previous 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.
Current wording
Our Corporate and Other segment generated no revenue for the for the 13 weeks ended September 27, 2025 and the 13 weeks ended September 28, 2024. Selling, general and administrative expenses increased primarily due to increased costs for stock-based compensation expense, legal and other professional services.
Previous wording
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 wording
During fiscal 2025, the Company announced its intent to formally separate its Biotechnology segment, also known as Alyea. As a result, the Biotechnology segment is presented as discontinued operations for the 13 weeks ended September 27, 2025 and September 28, 2024. Our Biotech segment generated no revenue for the for the 13 weeks ended September 27, 2025 and the 13 weeks ended September 28, 2024. Selling, general and administrative expenses increased due to increased other professional fees.
Previous 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.
Current wording
Gross profit increased by approximately $4.5 million for the 39 weeks ended September 27, 2025, as compared to the 39 weeks ended September 28, 2024. The increase is due to the acquisition of ALT5 Subsidiary during May 2024, as well as the acquisition of Mswipe during May 2025.
Previous wording
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 wording
Interest expense, net increased by approximately $2.1 million for the 39 weeks ended September 27, 2025, as compared to the 39 weeks ended September 28, 2024 primarily due to the acquisition of ALT5 Subsidiary during May 2024.
Previous wording
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 wording
We report our business in the following segments: Fintech, Biotechnology and Corporate and Other. During fiscal 2025, the Company announced its intent to formally separate its Biotechnology segment, also known as Alyea. As a result, the Biotechnology segment is presented as discontinued operations for the 39 weeks ended September 27, 2025 and September 28, 2024.
Previous wording
Operating loss by operating segment, is defined as loss before net interest expense, other income and expense, provision for income taxes ($000’s).
Current wording
Operating income (loss) by operating segment, is defined as loss before net interest expense, other income and expense, provision for income taxes ($000’s).
Previous 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 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.
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 39 weeks ended September 27, 2025 was approximately $19.5 million, and gross margin percentage was 41.0%. Operating loss for the fiscal year ended 39 weeks ended September 28, 2024 was approximately $5.9 million.
Previous wording
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 wording
Our Corporate and Other segment generated no revenue for the for the 39 weeks ended September 27, 2025 and the 39 weeks ended September 28, 2024. Selling, general and administrative expenses increased primarily due to increased costs for stock-based compensation and legal expenses, as well as other professional services.
Previous wording
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 wording
During fiscal 2025, the Company announced its intent to formally separate its Biotechnology segment, also known as Alyea. As a result, the Biotechnology segment is presented as discontinued operations for the 39 weeks ended September 27, 2025 and September 28, 2024. Our Biotech segment generated no revenue for the for the 39 weeks ended September 27, 2025 and the 39 weeks ended September 28, 2024. Selling, general and administrative expenses increased over the prior year period primarily due to increases in professional fees and research and development costs.
Previous wording
The following table presents a reconciliation of net income to Adjusted EBITDA for the 13 weeks ended June 28, 2025 and June 29, 2024 (in 000's):
Current wording
The following table presents a reconciliation of net income to Adjusted EBITDA for the 13 and 39 weeks ended September 27, 2025 and September 28, 2024 (in 000's):
Previous 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.
Current wording
Adjusted EBITDA decreased by approximately $11.2 million for the 13 weeks ended September 27, 2025, as compared to the prior year period. The decrease was primarily due to the results of operations, as discussed above.
Previous wording
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 wording
Adjusted EBITDA decreased by approximately $11.7 million for the 39 weeks ended September 27, 2025, as compared to the prior year period. The decrease was primarily due to the results of operations, as discussed above.
Previous 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.
Current wording
As of September 27, 2025, our cash on hand was $7.3 million. Approximately $3.5 million of cash has been fully reserved in connection with a legal matter, as further described in Note 16 to the unaudited condensed consolidated financial statements. 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
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.
Current wording
During the 39 weeks ended September 27, 2025, cash used in continuing operations was approximately $15.5 million, compared to cash provided by operations of approximately $3.7 million during the 39 weeks ended September 28, 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 39 weeks ended September 27, 2025 or September 28, 2024.
Previous wording
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.
Current wording
Cash used investing activities for continued operations was $711.3 million for the 39 weeks ended September 27, 2025, compared to cash provided by investing activities of $5.9 million for the 39 weeks ended September 28, 2024. Cash used in investing activities for the 39 weeks ended September 27, 2025 was primarily the purchase of WLFI tokens, partially offset by tokens redeemed during the period, and the cash provided by investing activities for the 39 weeks ended September 28, 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 39 weeks ended September 27, 2025 or September 28, 2024.
Previous 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.
Current wording
Cash provided by financing activities was $719.4 million for the 39 weeks ended September 27, 2025, and primarily relates to proceeds received from equity financing and the issuance of notes payable, partially offset by cash paid for fees related to the equity financing, cash paid for notes payable and related party notes payable. Cash provided by financing activities was approximately $2.1 million for the 39 weeks ended September 28, 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, and payment on related party notes payable. There was no cash provided by financing activities during the 39 weeks ended September 27, 2025 or September 28, 2024.