ALT5 Sigma Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 10, 2025, the Company held a Special Meeting of Stockholders (the “Special Meeting”) virtually. As of August 12, 2025, the record date for the Special Meeting, there were 109,620,596 outstanding shares of the Company’s common stock and 883,667 outstanding shares of voting preferred stock. The following is a brief description of the final voting results, which take into account both the shares of common stock and shares of voting preferred stock, for each of the proposals submitted to a vote of the stockholders at the Special Meeting, which are described in the Company’s Definitive Proxy Statement on Schedule 14A for the Special Meeting, filed with the U.S. Securities and Exchange Commission on September 26, 2025.
At the Company’s Special Meeting, the Company’s stockholders voted on Proposal 1, Proposal 2, and Proposal 4, each as set forth below. The Special Meeting was then adjourned for Proposal 3, the proposal to approve an amendment of the Company’s Articles of Incorporation, as amended, to increase the total number of authorized shares of Common Stock, from 200,000,000 shares to 2,000,000,000.
The Special Meeting will resume with respect to Proposal 3 on October 16, 2025 at 1:00p.m. Eastern Time. The reconvened meeting will be held virtually at www.virtualshareholdermeeting.com/ALTS2025SM. The record date for determining stockholders eligible to vote at the Special Meeting remains, August 12, 2025.
(a) Proposal 1 - Approval of the issuance of the 119,000,000 Shares of Common Stock, in accordance with Nasdaq Listing Rules 5635, upon the exercise of pre-funded warrants and common stock purchase warrants held by World Liberty Financial, Inc. issued pursuant to a securities purchase agreement dated August 11, 2025.
The votes with respect to the approval of the issuance of the 119,000,000 Shares of Common Stock, in accordance with Nasdaq Listing Rules, upon the exercise of pre-funded warrants and common stock purchase warrants held by World Liberty Financial, Inc. issued pursuant to a securities purchase agreement dated August 11, 2025, were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 36,989,693 | 12,381,062 | 6,427 | 13,867,952 |
(b) Proposal 2 - Approval of the appointment by the board of directors of the Company of a second director selected by World Liberty Financial, Inc. to the Board, in accordance with Nasdaq Listing Rule 5635, pursuant to the private placement offering and the terms of the securities purchase agreement dated August 11, 2025.
The votes with respect to the approval of the appointment by the board of directors of the Company of a second director selected by World Liberty Financial, Inc. to the Board, in accordance with Nasdaq Listing Rule 5635, pursuant to the private placement offering and the terms of the securities purchase agreement dated August 11, 2025, were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 25,091,099 | 23,868,657 | 417,426 | 13,867,952 |
(c) Proposal 4 – Approval of adjournments or postponements of the Special Meeting or to transact such other business as may be properly brought before the Special Meeting.
The votes with respect to the approval of adjournments or postponements of the Special Meeting or to transact such other business as may be properly brought before the Special Meeting, were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 24,506,210 | 24,464,260 | 406,712 | 13,867,952 |
No other matters were voted on at the Special Meeting.
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 14, 2025 | By: | /s/ Jonathan Hugh |
| Jonathan Hugh | ||
| Chief Financial Officer | ||