New insider Witkoff Zachary David claimed ownership of 1,000,000 shares (SEC Form 3)
$ALTS
Finance: Consumer Services
Finance
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/12/2025 |
3. Issuer Name and Ticker or Trading Symbol
ALT5 Sigma Corp [ ALTS ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common stock, Par Value $0.001 | 1,000,000 | I | See footnote(1) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Warrants to Purchase Common Stock | (2) | (2) | Common Stock | 8,000,000 | $7.5 | I | See footnote(1) |
| Warrants to Purchase Common Stock | (2) | (2) | Common Stock | 4,000,000 | $8.25 | I | See footnote(1) |
| Warrants to Purchase Common Stock | (2) | (2) | Common Stock | 4,000,000 | $9 | I | See footnote(1) |
| Warrants to Purchase Common Stock | (2) | (2) | Common Stock | 4,000,000 | $9.75 | I | See footnote(1) |
| Pre-Funded Warrants to Purchase Common Stock | 10/16/2025(3) | (3) | Common Stock | 99,000,000 | $0.001 | I | See footnote(1) |
| Explanation of Responses: |
| 1. The reported securities are held directly by World Liberty Financial, Inc. ("WLFI"). Zachary Witkoff holds an indirect interest in WLFI, and may indirectly share in the proceeds from the sale of the Issuer's securities by WLFI. Mr. Witkoff disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest, if any, and this Form 3 shall not be deemed an admission that he is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| 2. Subject to a 4.99% beneficial ownership limitation, each of the Warrants is exercisable at any time after issuance at the specified exercise price. The Warrants do not have an expiration date. |
| 3. Subject to a 4.99% beneficial ownership limitation, each of the Pre-Funded Warrants is exercisable for one share of Common Stock at an exercise price of $0.001 per Pre-Funded Warrant Share. The Pre-Funded Warrants are exercisable from and after October 16, 2025 following the approval by the Issuer's stockholders at a special meeting to: (i) allow, for the purpose of complying with Nasdaq rules, the issuance of shares underlying the Pre-Funded Warrant in excess of 19.99% of the shares of common stock outstanding immediately prior to their acquisition, and (ii) filed an amendment to its Articles of Incorporation to increase the number of authorized shares of common stock. The Pre-Funded Warrants do not have an expiration date. |
| Remarks: |
| Mr. Zachary D. Witkoff is the co-founder and CEO of WLFI, and was appointed to the Issuer's board of directors as a representative of WLFI. As a result, WLFI is a director by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. |
| /s/ Zachary D. Witkoff | 11/13/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||