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Item 8.01 Other Events.
Commencing in late 2024, ALT5 Sigma Corporation (the “Company”) had disclosed a strategic plan to separate into two distinct companies and its intent to finance Alyea Therapeutics Corporation (“Alyea”) separately from the Company in a manner that was to be determined. As a result of several factors, a potential spin-off, or similar transaction, of Alyea will not occur with the previously disclosed June 2, 2025, record date and may not occur under the previously disclosed timeline. To the extent the Company undertakes a spin-off or similar transaction of Alyea, it will announce at an appropriate time the relevant information, including a future record date, structure, and timing. The Company remains encouraged by the science and potential of Alyea’s non-addictive pain treatment patents and potential progression to the next stage of clinical trials across its prospective products, which could increase Alyea’s realizable value. The Company continues to evaluate its strategic options both to maximize and realize the value of Alyea.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company intends for such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to, statements regarding Alyea’s potential separation from the Company and the timing of Alyea’s separation. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results and actions to be materially different from any future results or actions expressed or implied by the forward-looking statements, including, but not limited to, the factors discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 28, 2024 filed with the Commission on March 28, 2025, as amended on August 12, 2025, as any such factors may be updated from time to time in the Company’s other filings with the SEC, including the Quarterly Report on Form 10-Q for the quarter ended June 28, 2025 filed with the Commission on August 12, 2025. The forward-looking statements in this Current Report on Form 8-K are based upon information available to us as of the date hereof, and while the Company believes such information forms a reasonable basis for such statements, it may be limited or incomplete, and the Company’s statements should not be read to indicate that the Company has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.
Except as required by applicable law, the Company does not plan to publicly update or revise any forward-looking statements contained in this Current Report on Form 8-K, whether as a result of any new information, future events or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ALT5 SIGMA CORPORATION | ||
| Date: October 1, 2025 | By: | /s/ Jonathan Hugh |
| Jonathan Hugh | ||
| Chief Financial Officer | ||