false
--12-31
0000862861
0000862861
2024-07-15
2024-07-15
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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.
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 |
|
|
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.
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
IR@alt5sigma.com
1-800-400-2247
v3.24.2
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.
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionEnd date of current fiscal year in the format --MM-DD.
+ References
+ Details
Name: |
dei_CurrentFiscalYearEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:gMonthDayItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14a -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
JanOne (NASDAQ:JAN)
Historical Stock Chart
From Jul 2024 to Aug 2024
JanOne (NASDAQ:JAN)
Historical Stock Chart
From Aug 2023 to Aug 2024