Form NT 10-Q - Notification of inability to timely file Form 10-Q or 10-QSB

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING


(Check One)						☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q
						☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR

						For Period Ended: June 29, 2024

						☐ Transition Report on Form 10-K
						☐ Transition Report on Form 20-F
						☐ Transition Report on Form 11-K
						☐ Transition Report on Form 10-Q
						☐ Transition Report on Form N-SAR

						For the Transition Period Ended:


Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

ALT5 SIGMA CORPORATION

(Full Name of Registrant)

(Former Name if Applicable)

325 E. Warm Springs Road, Suite 102

(Address of Principal Executive Office (Street and Number))

Las Vegas, NV 89119

(City, State and Zip Code)

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒

(a)

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

(c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

ALT5 Sigma Corporation (the “Company”) is unable to file, without unreasonable effort and expense, its Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2024 (the “Form 10-Q”). The Company requires additional time to finalize its quarterly financial statements due to finalization of certain accounting treatment relative to the Company’s May 15, 2024 acquisition of one of its operating subsidiaries ALT5 Sigma, Inc., a Delaware corporation (“ALT5 Sigma, Inc.”) and to complete the valuation process therefor. The Company currently expects to file the Form 10-Q on or before August 19, 2024, the prescribed due date under the 5-calendar-day-extension period provided under Rule 12b-25.

PART IV — OTHER INFORMATION


(1)			Name and telephone number of person to contact in regard to this notification

Virland Johnson

702

997-1576

(Name)

(Area Code)

(Telephone Number)


(2)			Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No

(3)			Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes ☐ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

As discussed above in Part III, the Company is in the process of completing the valuation of its acquisition of ALT5 Sigma, Inc. for financial reporting purposes generally and for the quarterly financial statements of the Company specifically. The Company expects to report a net loss in the range of $2.0 million - $3.0 million for the fiscal quarter ended June 29, 2024.

ALT5 Sigma Corporation

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date

August 13, 2024

By

/s/ Tony Isaac

Tony Isaac

Chief Executive Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.