Form 8-K - Current report

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): July 15, 2024

 

 

 

ALT5 Sigma Corporation

(Exact Name of Registrant as Specified in Charter)

 

 

 

Nevada	000-19621	41-1454591
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

325 E. Warm Springs Road, Suite 102

Las Vegas, NV 89119

(Address of Principal Executive Offices and Zip Code)

 

Registrant’s telephone number, including area code: 702-997-5968

 

JanOne Inc.

(Former Name or Former Address, if Changed Since Last Report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		ALTS		The NASDAQ Stock Market LLC (The NASDAQ Capital Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

Section 5 – Corporate Governance and Management

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Effective July 15, 2024, JanOne Inc. (the “Company”) changed its corporate name from JanOne Inc. to ALT5 Sigma Corporation, and also changed its Nasdaq common stock ticker symbol from “JAN” to “ALTS”. The name change was effected through a parent/subsidiary short-form merger of ALT5 Sigma Corporation, our wholly-owned Nevada subsidiary formed solely for the purpose of effectuating the name change (the “Name Change Subsidiary”), whereby it merged with and into the Company, with the Company being the surviving entity. In preparation for the name-change merger, we filed Articles of Incorporation of the Name Change Subsidiary with the Secretary of State of the State of Nevada on July 10, 2024. A copy of those Articles of Incorporation is attached hereto as Exhibit 3.19. Then, on July 11, 2024, to effectuate the name change, we filed Articles of Merger between the Name Change Subsidiary and us with the Secretary of State of the State of Nevada. A copy of the Articles of Merger is attached hereto as Exhibit 3.20. The name-change merger became effective on July 15, 2024. Our Board of Directors approved the name-change merger and, in accordance with Section 92A.180 of the Nevada Revised Statutes, approval by our stockholders was not required. Further, our website address changed from “janone.com” to “alt5sigma.com.” No action by our stockholders was required with respect to the ticker symbol change. Our CUSIP number and transfer agent remain unchanged.

 

Section 7 – Regulation FD

 

7.01. Regulation FD Disclosure.

 

On July 12, 2024, we issued a press release announcing our then-upcoming name and ticker symbol change. A copy of the press release is furnished as Exhibit 99.1 hereto.

 

The information in this Item 7.01, including Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by reference in such filing.

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
3.19		Articles of Incorporation of ALT5 Sigma Corporation (the Name Change Subsidiary), filed with the Secretary of State for the State of Nevada on July 10, 2024.
3.20		Articles of Merger for ALT5 Sigma Corporation with and into JanOne Inc., filed with the Secretary of State for the State of Nevada on July 11, 2024, and effective on July 15, 2024.
99.1		Press Release, dated July 12, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	ALT5 Sigma Corporation
	By:	/s/ Tony Isaac
	Name:	Tony Isaac
	Title:	Chief Executive Officer
Dated: July 17, 2024

 

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Exhibit 3.19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 3.20

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.1

 

JANONE CONFIRMS NAME CHANGE TO ALT5 SIGMA CORPORATION

AND NEW TICKER SYMBOL TO ALTS

 

LAS VEGAS, July 12, 2024—JanOne Inc. (Nasdaq: JAN), a multidisciplinary organization with a focus on fintech and healthcare, confirmed today that, as of market open on Monday, July 15, 2024, the Company’s new name will be “ALT5 Sigma Corporation” and its Nasdaq common stock ticker symbol will change to “ALTS”. This will replace the Company’s current ticker symbol “JAN”. Further, the Company’s website address will change from “janone.com” to “alt5sigma.com.”

 

The Company’s change of name, ticker symbol, and website address aligns with the Company’s realignment to focus on its recently acquired, ALT5 Sigma fintech as its core engine for revenue growth.

 

This realignment and changes in corporate name and the ticker symbol were previously announced on July 10, 2024. No action by the Company’s stockholders is required with respect to the ticker symbol change. The Company’s CUSIP number and transfer agent will remain unchanged.

 

Marking the changes confirmed today, Tony Isaac, Company CEO, observed, “We are pleased to complete the changes to our name and ticker symbol as the initial steps in our previously announced diversification into fintech, while keeping our biotech’s trajectory on track, all for the benefit of our stockholders.”

 

About JanOne/ALT5 Sigma

 

The Company is a unique Nasdaq-listed multidisciplinary organization with a focus on healthcare and fintech. The Company is one of the constituents of the Russell Microcap Index, starting June 28, 2024.

 

Through its fintech activities, the Company provides next generation blockchain-powered technologies to enable a migration to a new global financial paradigm for the trading, clearing, settlement, payment, and custodianship of digital instruments. Through its fintech subsidiaries, the Company offers two main platforms to its customers: “ALT5 Pay” and “ALT5 Prime”. The subsidiaries processed over US$1.2 billion in cryptocurrency transactions in 2023.

 

ALT5 Pay is a crypto-currency payment gateway that enables registered and approved global merchants to accept and make crypto-currency 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 receive fiat. ALT5 Prime is available through a browser-based access mobile phone application named “ALT5 Pro” that can be downloaded from the Apple App Store, from Google Play, through ALT5 Prime’s FIX API, as well as through Broadridge Financial Solutions’ NYFIX gateway for approved customers.

 

Through its biotech activities, the Company is developing innovative, actionable solutions intended to help end the opioid crisis. The Company is dedicated to funding resources toward innovation, technology, and education to find a key resolution to the national opioid epidemic, which is one of the deadliest and most widespread in the nation’s history. Its drugs in the clinical trial pipeline have shown promise for their innovative targeting of the causes of pain as a strategic option for physicians averse to exposing patients to addictive opioids.

 

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Forward Looking Statements

 

This press release contains statements that are forward-looking statements as defined within the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the profitability and prospective growth of ALT5’s platforms and business, that may include, but are not limited to, international currency risks, third-party or customer credit risks, liability claims stemming from ALT5’s services, and technology challenges for future growth or expansion. This press release also contains statements and links relating to risks that JAN 101 will treat PAD, that JAN 123 will treat CRPS, the timing of the commencement of clinical trials, that the FDA will permit approval through a 505(b)(2) pathway for JAN 123, that upon approval JAN 101 will immediately disrupt the PAD market, and other statements, including words such as “continue”, “expect”, “intend”, “will”, “hope”, “should”, “would”, “may”, “potential”, and other similar expressions. Such statements reflect the Company’s current view with respect to future events, are subject to risks and uncertainties, and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political, and social uncertainties, and contingencies.

 

Many factors could cause the Company’s actual results, performance, or achievements to be materially different from any future results, performance or achievements described in this press release. Such factors could include, among others, those detailed in the Company’s periodic reports filed with the Securities and Exchange Commission (the “SEC”). Should one or more of these risks or uncertainties materialize, or should the assumptions set out in the section entitled “Risk Factors” in the Company’s filings with the SEC underlying those forward-looking statements prove incorrect, actual results may vary materially from those described herein. These forward-looking statements are made as of the date of this press release and the Company does not intend, and does not assume any obligation, to update these forward-looking statements, except as required by law. The Company cannot assure that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Individuals are cautioned that forward-looking statements are not guarantees of future performance and accordingly investors are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty therein.

 

Media Contact Investor Relations

[e-mail]

1-800-400-2247

 

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Cover	Jul. 15, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 15, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	000-19621
Entity Registrant Name	ALT5 Sigma Corporation
Entity Central Index Key	0000862861
Entity Tax Identification Number	41-1454591
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	325 E. Warm Springs Road
Entity Address, Address Line Two	Suite 102
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89119
City Area Code	702
Local Phone Number	997-5968
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	ALTS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Information, Former Legal or Registered Name	JanOne Inc.

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