SEC 8-K filings with transcript text
Aug 11, 2025
16 ex99-1.htm
Exhibit 99.1
Sigma Corporation Announces $1.5 Billion Registered Direct Offering and Concurrent Private Placement to Initiate World Liberty Financials’ $WLFI Treasury Strategy
continues its expansion as a leading provider of digital asset trading and payment solutions
Upon the closing of the offerings, ALT5 will implement its $WLFI Treasury Strategy, holding approximately 7.5% of the total supply of $WLFI tokens
Zach Witkoff, Co-Founder and CEO of World Liberty Financial, Inc., the company behind USD1, the fastest growing stablecoin in the world, will become Chairman of the Board of Directors of ALT5; Eric Trump will become a Director on its Board of Directors; Zak Folkman, Co-Founder and COO of World Liberty Financial, will become a Board observer; and Matt Morgan will become its Chief Investment Officer, all effective following the closing of the offerings
LAS VEGAS, NEVADA - August 11, 2025 - ALT5 Sigma Corporation (NASDAQ: ALTS)(FRA: 5AR1) (the “Company” or “ALT5”) today announced that it has entered into definitive agreements for the issuance and sale of an aggregate of up to 100,000,000 of its shares of common stock (or common stock equivalents in lieu thereof) in a registered direct offering (the “Registered Direct Offering”) at a purchase price of $7.50 per share. In a concurrent private placement (the “Private Placement Offering” and, together with the Registered Direct Offering, the “Offerings”), the Company has entered into a securities purchase agreement for the purchase and sale of 100,000,000 of its shares of common stock (or common stock equivalents in lieu thereof), at the same purchase price of $7.50 per share as in the registered direct offering. The gross proceeds of the Offerings are expected to be approximately $1.5 billion, before deducting placement agent fees and other offering expenses. The consideration paid for the securities in the Private Placement Offering was contributed in the form of $WLFI tokens from World Liberty Financial, Inc. (“WLFI”). The Offerings were priced at-the-market pursuant to Nasdaq rules.
World Liberty Financial, Inc. is acting as the lead investor in the concurrent Private Placement Offering, and the Offerings included participation by a select number of the world’s largest institutional investors and prominent crypto venture capital firms.
The closing of the Offerings is expected to occur on or about August 12, 2025, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds of the Offerings to fund the acquisition of $WLFI tokens, to establish the Company’s cryptocurrency treasury operations, as well as to settle existing litigation, pay existing debt, fund the existing Company’s business operations and for working capital and general corporate purposes.
A.G.P./Alliance Global Partners is acting as the sole placement agent in connection with the Offerings.
1
The securities offered in the Registered Direct Offering (but excluding the securities offered in the Private Placement Offering) are being offered and sold by ALT5 pursuant to a “shelf” registration statement on Form S-3 (Registration No. 333-289176), including a base prospectus, previously filed with the Securities and Exchange Commission (the “SEC”) on August 1, 2025 and declared effective by the SEC on August 8, 2025. The offering of the securities to be issued in the Registered Direct Offering is being made only by means of a prospectus supplement that forms a part of the registration statement. A final prospectus supplement and an accompanying base prospectus relating to the Registered Direct Offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov.
The offer and sale of the securities in the Private Placement Offering described above are being made in transactions not involving a public offering and have not been registered pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506(b) of Regulation D promulgated thereunder and have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities in the Private Placement Offering may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
Advisors
Sullivan & Worcester LLP is acting as legal advisor to A.G.P./Alliance Global Partners.
HSF Kramer LLP is acting as special co
May 14, 2025
2 a991_alt5q1resultsmswipexd.htm
Document
ALT5 Sigma Reports Record First Quarter 2025 and Acquisition of Mswipe
-Reports 3rd consecutive record quarter for Fintech segment-
-Acquisition of Mswipe, to close early in Q2, will be accretive immediately upon close to both revenue and EBITDA-
-Card Issuer offering, already integrated with ALT5 Pay, to be immediately made available to existing 1000+ ALT Customers-
LAS VEGAS, NV / ACCESSWIRE / May 13, 2025 / ALT5 Sigma Corporation (the “Company” or “ALT5”) (NASDAQ:ALTS), a fintech, providing next generation blockchain-powered technologies for tokenization, trading, clearing, settlement, payment, and safe-keeping of digital assets, is pleased to announce its financial results for the fiscal first quarter ended March 29, 2025, along with the execution of definitive agreements to acquire Mswipe (www.mswipe.ca).
Mswipe is a next-generation payment solutions provider offering multi-currency, fiat payment card services - and crypto-enabled capabilities through its existing integration with the ALT5 platform. Through a suite of physical and virtual cards available on both the Visa® and Mastercard® networks, Mswipe enables users to seamlessly spend traditional and digital currencies across the globe.
The Mswipe platform is built with robust compliance frameworks, advanced security protocols, and real-time exchange capabilities, allowing for fast, secure, and borderless transactions. Delivered as a B2B solution, the combined Mswipe and ALT5 solution bridges the gap between the crypto economy and traditional financial systems—while ensuring regulatory alignment, interoperability with existing payment networks, and a seamless user experience for institutional partners and their end-users.
“We are thrilled to announce the acquisition of Mswipe and welcome their talented team to the ALT5 family,” said Peter Tassiopoulos, CEO of ALT5 Sigma. “We’ve worked closely with them as a partner, and the integration between ALT5 and Mswipe technologies is already complete and live with multiple customers. The ability to offer a fully integrated digital wallet—including support for cryptocurrency and stablecoin transactions—adds another strategic layer to our proprietary IP stack.”
Tassiopoulos continued, “Enabling instant conversion of stablecoin or other cryptocurrency balances into fiat and allowing customers to pay merchants in their local currency is a powerful capability that significantly expands real-world use cases for digital assets. Our customers are demanding these solutions as they navigate the evolving DeFi landscape and we continue to evolve our capabilities to meet and exceed these needs.”
“We are also pleased that Q1, 2025 met our expectations with another record quarter under our belt that now pushes our annualized run rate to north of $22m. We continue to see increased demand in the first half of Q2 and are seeing favorable tailwinds from a regulatory perspective continuing throughout fiscal 2025 and beyond driving additional opportunities for growth”.
Fiscal First Quarter 2025
Key Highlights-
•Fintech Revenues of $5.51 million
•Adjusted EBITDA¹ for the Fintech segment $1.15 million, Biotech $(58) thousand and Corporate and other $(1.26) million – Total Adjusted EBITDA¹ $(168) thousand.
•Gross Profit of $2.59 million or 47%
•Cash and cash equivalents of $10.8 million
Our acquisition of Alt5 Sigma closed on May 15, 2024; therefore, our results do not include any results of operations or cashflows from the Company’s Fintech business until that date forward.
About ALT5 Sigma
ALT5 Sigma Corporation (NASDAQ:ALTS) (FRA:5AR1) is a Fintech, providing next generation blockchain-powered technologies for tokenization, trading, clearing settlement, payment and safe keeping of digital assets. The Company is one of the constituents of the Russell Microcap Index, as of June 28, 2024.
Founded in 2018, ALT5 Sigma, Inc. (a wholly owned subsidiary of ALT5 Sigma Corporation), provides next-generation blockchain-powered technologies to enable a migration to a new global financial paradigm. ALT5 Sigma, Inc., through its subsidiaries, offers two main platforms to its customers: “ALT5 Pay” and “ALT5 Prime”. ALT5 Sigma has processed over $5 billion USD in cryptocurrency transactions since inception.
ALT5 Pay is an award-winning cryptocurrency payment gateway that enables registered and approved global merchants to accept and make cryptocurrency payments or to integrate the ALT5 Pay payment platform into their application or operations using the plugin with WooCommerce and or ALT5 Pay’s checkout widgets and APIs. Merchants have the option to convert to fiat currency(s) automatically or to receive their payment in digital assets.
ALT5 Prime is an electronic over-the-counter trading platform that enables registered and approved customers to buy and sell digital assets. Customers can purchase digital assets with fiat and, equally, can sell digital assets and r
Mar 31, 2025
2 exh991_alt5q4resultsxfinal.htm
Document
ALT5 Sigma Reports Strong Q4 and Full-Year 2024 Results, Achieves Milestones with Record Revenue, 1,000+ Customers, and Strategic Leadership Appointments
•ALT5 Achieves Record-Breaking Q4 with $5.4 Million in Revenue
•Customer Base Surpasses 1,000 Accounts, a Historic Milestone
•Strong Annual Gross Margin of 50.2% and Impressive 18.2% Adjusted EBITDA¹ for Fintech
•Significant Working Capital Improvement of $4.5 Million Over Q3
•Ron Pitters Appointed as New Chief Operating Officer
LAS VEGAS, NV / ACCESSWIRE / March 28, 2024 / ALT5 Sigma Corporation (NASDAQ: ALTS) (“ALT5” or the “Company”), a fintech, providing next-generation blockchain-powered technologies for tokenization, trading, clearing, settlement, payment, and safe-keeping of digital assets, announced financial results for its fourth fiscal quarter and full year ended December 28, 2024.
“ALT5 Sigma’s Fintech segment delivered outstanding performance in Q4, building on the momentum from a record Q3 with another record-breaking quarter,” said Peter Tassiopoulos, CEO of ALT5 Sigma. “With a robust 50.2% gross margin for our Fintech segment for the full year and an 18.2% adjusted EBITDA¹, we are firmly positioned for sustained growth. Despite operating for just two and a half quarters in 2024, our Fintech segment outpaced ALT5’s total pre-acquisition revenue in 2023. This achievement, coupled with having achieved the on-boarding of over 1,000 customers—a first in our history, cements our position as a leader in the fintech space. We are excited about the future, focused on scaling our operations, and committed to delivering exceptional value in the quarters and years ahead.”
In a key leadership development, Ron Pitters, a Director of the Company, has been appointed as Chief Operating Officer. Ron brings a wealth of experience in technology, fintech, and global business leadership, having held senior roles at Axos Financial, Inc. His extensive expertise spans technology, capital markets, product development, and business innovation, making him the ideal fit to help drive ALT5’s global growth.
“We are thrilled to welcome Ron to the management team as our new COO,” Tassiopoulos added. “Having worked with Ron as a director, I am confident that his vast experience and strategic vision will be instrumental in scaling ALT5 to new heights as we capitalize on the tremendous growth opportunities ahead.”
Recent Highlights for the Company’s Three- and Twelve-Months Ended December 28, 2024, and Subsequent Events
•May 2024: Successfully completed the acquisition of our new wholly owned subsidiary, ALT5 Sigma, Inc.
•July 2024: Rebranded from JanOne Inc. to ALT5 Sigma Corporation, with the Nasdaq ticker symbol updated to “ALTS”.
•October 2024: Board approved the separation of the Company’s Fintech and Biotech segments into two independent entities. The Biotech entity (Alyea Therapeutics Corporation or “Alyea”) commenced funding in Q4 and is pursuing plans for a future independent listing.
•Q4 2024: Strengthened the Company’s intellectual property portfolio with a strategic acquisition.
•January 2025: Announced a key collaboration to integrate ALT5 Pay with Odoo’s suite of POS, eCommerce, and ERP systems, enabling Odoo’s 13 million users across 170 countries to enhance their payment solutions.
•Over the last few months: Introduced a suite of new cryptocurrency pairs, offering customers greater flexibility in trading and cryptocurrency payments, including the ability for merchants to accept $TRUMP Coin, via ALT5 Pay.
•February 2025: Honored as the “Best Payment Provider” at the SiGMA Eurasia Awards 2025, recognizing ALT5’s leadership in the payment sector.
•Post year-end: Continued innovation with new use cases, including real-time cryptocurrency transactions for investments in regulated financial markets and support for influencers in the gig economy to accept crypto payments for social media promotions.
As ALT5 accelerates its growth and expands its customer base, the Company remains focused on leveraging its cutting-edge blockchain technology to reshape the digital asset landscape, driving value for its customers and stakeholders alike.
Alyea’s Upcoming Standalone Listing and Key Leadership Additions
“Led by Dr. Amol Soin, Alyea has made some key additions to their team as they ramp up for a planned standalone listing and prepare for the pivotal study on their novel formulation of low-dose naltrexone (LDN), Alyea’s lead candidate for a non-opioid pain killer to treat Chronic Regional Pain Syndrome,” said Tassiopoulos. Dr. Soin has been instrumental in building this team, and I am actively collaborating with him in finalizing the team and board as they move forward on this very exciting opportunity to unlock value for all ALT5 and future Alyea shareholders.”
Alyea Leadership Team
Dr. Amol Soin, CEO - Dr. Soin is a nationally recognized thought leader and innovator in pain management, dedic
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