Material Agreement, Financial Obligation (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement

On January 29, 2026, ALT5 Sigma Corporation (the "Company") and its wholly-owned subsidiary, ALT5 Digital Holdings, Inc. ("ALT5 Digital" or the "Borrower"), entered into a Master Loan and Security Agreement (the "Loan Agreement") with World Liberty Financial LLC ("WLFI" or the "Lender"). The Loan Agreement provides for collateralized loans to ALT5 Digital in the aggregate principal amount of $15 million.

Pursuant to the Loan Agreement, the loan will accrue interest at a rate of 4.50% per annum, payable annually in advance beginning on the applicable closing date. The principal amount and any accrued but unpaid interest under the loan is due on the maturity date, which is 24 months from the closing date of the initial loan under the Loan Agreement.

The Loan Agreement is a secured, non-recourse facility to the Borrower. As security for the obligations under the loan, the Borrower has granted the Lender a security interest in, and transferred legal title and custody of, $WLFI tokens owned by the Borrower (the "Collateral").

The loan-to-value ratio is 65% of the pledged Collateral, which for a $15 million loan would consist of approximately $23 million in value of free-trading, unrestricted WLFI tokens. There are no origination, management, or prepayment fees, although the Borrower is responsible for the Lender's expenses.

Events of default include, among others, failure to pay interest when due, failure to satisfy margin top-up requirements after a margin call, breaches of covenants or representations that remain uncured after notice and certain insolvency events. Following an event of default, the entirety of the Collateral for the loan will be forfeited to the Lender.

The Loan Agreement includes customary representations, warranties, covenants, risk disclosures relating to digital asset collateral, and other terms and conditions customary for transactions of this type, including provisions regarding public disclosure, successor and assignment rights, modification and waiver, notices, and interpretation. The Loan Agreement includes a right of final look if during the term of this Agreement, Borrower or the Company determines to pursue any financing with another party which involves pledging or using WLFI as collateral,

The Loan Agreement provides that, to the extent permitted by law, the Borrower will discuss proposed public disclosures with the Lender and will disclose all material terms through a Current Report on Form 8-K within four business days of the date of the Loan Agreement.

The governing law for the Loan Agreement and related documents (other than UCC matters) is the law of the State of Delaware, and disputes are subject to binding arbitration administered by the International Centre for Dispute Resolution seated in Miami, Florida.

On January 29, 2026, the Borrower drew down the entire $15 million under the Loan Agreement in one tranche and received net proceeds of approximately $14.2 million, after prepaying interest and reimbursing the Lender for fees. The intended use of proceeds is to pursue a stock buyback program as approved by the Company's board, purchase $WLFI tokens, and general corporate purposes.

As previously disclosed, the Company owns approximately 7.3 billion $WLFI tokens and WLFI holds 1,000,000 of the Company's Common stock and pre-funded and other warrants to acquire additional shares of Common Stock, subject to certain beneficial ownership limitations.Zachary Witkoff, Chairman of the Board of Directors of the Company (the "Board") is the Chief Executive Officer and Co-Founder of WLFI, and Zachary Folkman, member of the Board, is the Co-Founder of WLFI.

The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement, a copy of which is attached as exhibit 10.130 to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The Company incorporates in this Item 2.03 all of the disclosure set forth in Item 1.01, above.