Alt5 Sigma Corporation

01/12/2026 | Press release | Distributed by Public on 01/12/2026 12:03

Quarterly Report for Quarter Ending September 27, 2025 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations
Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. Dollars stated in thousands, except per-share amounts.
Forward-Looking and Cautionary Statements
This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which involve risks and uncertainties. You can identify forward-looking statements because they contain words such as ''believes,'' ''expects,'' ''may,'' ''will,'' ''should,'' ''seeks,'' ''approximately,'' ''intends,'' ''plans,'' ''estimates'' or ''anticipates'' or similar expressions that concern our strategy, plans or intentions. Any statements we make relating to our future operations, performance and results, and anticipated liquidity are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those we expected. We derive most of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, including, without limitation, in conjunction with the forward-looking statements included in this Form 10-Q, are disclosed in "Item 1-Business, Item 1A - Risk Factors" of our Form 10-K and Part II, Item 1A of this Form 10-Q.
We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. Our MD&A should be read in conjunction with our Form 10-K (including the information presented therein under the caption Risk Factors), together with our Quarterly Reports on Forms 10-Q and other publicly available information. All amounts herein are unaudited.
Our Company
Through our Fintech segment, we provide next generation blockchain-powered technologies to enable a migration to a new global financial paradigm, and, through our Biotechnology segment, we are focused on finding treatments for conditions that cause chronic pain and bringing to market drugs with non-addictive and non-sedative pain-relieving properties.
During the periods disclosed in this Quarterly Report, we operated three reportable segments:
Fintech
Our Fintech segment provides next generation blockchain-powered technologies for tokenization, trading, clearing, settlement, payment, and safe-keeping of digital assets
Biotechnology
Our Biotechnology segment is focused on finding treatments for conditions that cause severe pain and bringing to market drugs with non-addictive pain-relieving properties. We have previously announced our intention to capitalize a subsidiary with certain of our biotechnology assets, acquire an additional biotechnology asset, and then engage in a financing of that subsidiary. The short-term intended result of that series of transactions would be for to decouple it from us so that it would operate on a stand-alone basis. The Biotech segment is being presented as discontinued operations for the 13 and 26 weeks ended September 27, 2025 and September 28, 2024 (see Note 4 of our Condensed Consolidated Financial Statements).
Corporate and Other
In August 2025, the Company closed a transformative $1.5 billion registered direct offering and concurrent private placement - led by World Liberty Financial, Inc. - specifically to launch our WLFI Treasury Strategy. This "capital with a purpose" financing positioned ALT5 as one of the most significant institutional holders of WLFI, securing a meaningful stake in the native governance and utility token of the World Liberty Financial ecosystem.
We view WLFI as a scarce, governance-enabled digital asset with long-term capital preservation and appreciation potential, inflation-hedging characteristics, and embedded productivity through protocol participation and revenue-sharing
mechanisms. With a fixed maximum supply of 100 billion tokens, WLFI powers decentralized lending, borrowing, staking, and governance within a rapidly growing DeFi platform.
A core driver of WLFI's value is its economic linkage to USD1, the ecosystem's flagship U.S. dollar-pegged stablecoin. Issued on a fully reserved, audited, and redeemable basis, USD1 aims to establish itself a a primary medium of exchange for institutions and consumers alike. Increased adoption of USD1 directly accrues value to WLFI holders through protocol fees, governance rights, and ecosystem growth.
The Company is uniquely positioned to accelerate real-world utility for WLFI by integrating it into our existing payment and trading infrastructure, which already serves clients in North America, Europe, and Asia. Our vision includes collaborating with WLFI to help enable everyday commerce - such as retailers accepting WLFI or USD1, with instant fiat conversion, cross-border B2B settlements, and tokenized assets settled using WLFI and/or USD1 as the medium of exchange.
Our policy remains a committed long-term "HODL" approach, with future acquisitions funded through operating cash flows, structured debt, and selective capital raises. Sales are restricted to liquidity requirements or material portfolio rebalancing events.
Our Corporate and Other segment consists of WLFI assets, including any additions, redemptions, or mark-to-market changes in value, are recorded within the Company's Corporate and Other segment.
Our Corporate and Other segment also consists of certain corporate general and administrative costs.
Adjusted EBITDA
We evaluate the performance of our operations based on financial measures such as "Adjusted EBITDA", which is a non-U.S. GAAP financial measure. We define Adjusted EBITDA as net income (loss) before interest expense, interest income, income taxes, depreciation, amortization, stock-based compensation, and other non-cash or nonrecurring charges. We believe that Adjusted EBITDA is an important indicator of the operational strength and performance of the business, including the business' ability to fund acquisitions and other capital expenditures, and to service its debt. Additionally, this measure is used by management to evaluate operating results and perform analytical comparisons and identify strategies to improve performance. Adjusted EBITDA is also a measure that is customarily used by financial analysts to evaluate a company's financial performance, subject to certain adjustments. Adjusted EBITDA does not represent cash flows from operations, as defined by U.S. GAAP, and should not be construed as an alternative to net income or loss and is indicative neither of our results of operations, nor of cash flows available to fund all our cash needs. It is, however, a measurement that the Company believes is useful to investors in analyzing its operating performance. Accordingly, Adjusted EBITDA should be considered in addition to, but not as a substitute for, net income, cash flow provided by operating activities, and other measures of financial performance prepared in accordance with U.S. GAAP. As companies often define non-U.S. GAAP financial measures differently, Adjusted EBITDA, as calculated by the Company, should not be compared to any similarly titled measures reported by other companies.
For the Thirteen Weeks Ended September 27, 2025 and September 28, 2024
Results of Operations
The following table sets forth certain statement of operations items and as a percentage of revenue, for the periods indicated (in $000's):
13 Weeks Ended 13 Weeks Ended
September 27, 2025 September 28, 2024
Select Data:
Revenue $ 7,575 $ 4,941
Gross profit 2,623 2,361
Selling, general and administrative expenses 19,162 3,093
Interest (expense) income, net (839) 253
Net loss from continuing operations before provision of income taxes 58,734 (850)
Income tax benefit from continuing operations 12,083 (415)
Net income (loss) from continuing operations 46,651 (435)
Net loss from discontinued operations before provision of income taxes $ (2,049) $ (489)
Income tax expense (benefit) from discontinued operations (4,360) (102)
Net income (loss) from discontinued operations $ 2,311 $ (387)
Net income (loss) $ 48,962 $ (822)
Adjusted EBITDA (Non-GAAP) (a)
Fintech $ (581) $ 3,000
Corporate & Other (6,821) (910)
Discontinued operations (1,727) 22
Total Adjusted EBITDA $ (9,129) $ 2,112
Adjusted EBITDA (Non-GAAP) as a percentage of revenue
Fintech (7.7 %) 60.7 %
Corporate & Other N/A N/A
Discontinued operations N/A N/A
Consolidated adjusted EBITDA as a percentage of revenue (120.5 %) 42.7 %
(a)See reconciliation of net income to Adjusted EBITDA below.
The following tables set forth revenues for key product and service categories, percentages of total revenue and gross profits earned by key product and service categories and gross profit percent as compared to revenues for each key product category indicated (in $000's):
13 Weeks Ended 13 Weeks Ended
September 27, 2025 September 28, 2024
Net Revenue Percent of Total Net Revenue Percent of Total
Revenue
Fintech $ 7,575 100.0 % $ 4,941 100.0 %
Corporate & Other - - % - - %
Discontinued operations - - % - - %
Total revenue $ 7,575 100.0 % $ 4,941 100.0 %
13 Weeks Ended 13 Weeks Ended
September 27, 2025 September 28, 2024
Gross Profit Gross Profit Percentage Gross Profit Gross Profit Percentage
Gross Profit
Fintech $ 2,623 34.6 % $ 2,361 47.8 %
Corporate & Other - - % - - %
Discontinued operations - - % - - %
Total gross profit $ 2,623 34.6 % $ 2,361 47.8 %
Revenue
Revenue increased by approximately $2.6 million for the 13 weeks ended September 27, 2025, as compared to the 13 weeks ended September 28, 2024. The increase is due to increased business activity at ALT5 Subsidiary, as well as the acquisition of Mswipe during May 2025.
Gross Profit
Gross profit increased by approximately $0.3 million for the 13 weeks ended September 27, 2025, as compared to the 13 weeks ended September 28, 2024. The increase is primarily due to the acquisition of Mswipe during May 2025.
Selling, General and Administrative Expense
Selling, general and administrative expenses increased by approximately $17.6 million for the 13 weeks ended September 27, 2025, as compared to the 13 weeks ended September 28, 2024, primarily due to higher bad debt expense, increased stock-based compensation from RSU grants during the quarter, and the acquisition of Mswipe in May 2025.
Interest Expense, net
Interest expense, net increased by approximately $1.1 million for the 13 weeks ended September 27, 2025, as compared to the 13 weeks ended September 28, 2024 primarily reflecting higher debt-related costs incurred during the period.
Unrealized Loss on Marketable Securities
Unrealized loss on marketable securities for the 13 weeks ended September 28, 2024 was approximately $180,000. An unrealized gain or loss on marketable securities was recorded to mark to fair value securities received in connection to the sale of GeoTraq. No such unrealized gain or loss on marketable was recorded during the 13 weeks ended September 27, 2025.
Unrealized Loss on Cryptocurrency Assets
Unrealized gain on cryptocurrency assets for the 13 weeks ended September 27, 2025 was approximately $72.8 million. An unrealized gain was recorded to mark our WLFI tokens to fair value. No such unrealized gain or loss was recorded during the 13 weeks ended September 28, 2024.
Segment Performance
We report our business in the following segments: Fintech, Biotechnology and Corporate and Other. During fiscal 2025, the Company announced its intent to formally separate its Biotechnology segment, also known as Alyea. As a result, the Biotechnology segment is presented as discontinued operations for the 13 weeks ended September 27, 2025 and September 28, 2024.
Operating loss by operating segment, is defined as loss before net interest expense, other income and expense, provision for income taxes ($000's).
13 Weeks Ended September 27, 2025 13 Weeks Ended September 28, 2024
Fintech Corporate and Other Biotechnology Total Fintech Corporate and Other Biotechnology Total
Revenue $ 7,575 $ - $ - $ 7,575 $ 4,941 $ - $ - $ 4,941
Cost of revenue 4,952 - - 4,952 2,580 - - 2,580
Gross profit 2,623 - - 2,623 2,361 - - 2,361
Selling, general and administrative expense 7,043 12,119 2,049 21,211 2,008 1,085 489 3,582
Operating (loss) income $ (4,420) $ (12,119) $ (2,049) $ (18,588) $ 353 $ (1,085) $ (489) $ (1,221)
Fintech Segment
Our Fintech segment consists of ALT5 Subsidiary, which was acquired during May 2024, as well as Mswipe, which was acquired during May 2025. Revenue for the 13 weeks ended September 27, 2025 was approximately $7.6 million, and gross margin percentage was 34.6%. Operating loss for the fiscal year ended 13 weeks ended September 27, 2025 was approximately $4.4 million.
Corporate and Other Segment
Our Corporate and Other segment generated no revenue for the for the 13 weeks ended September 27, 2025 and the 13 weeks ended September 28, 2024. Selling, general and administrative expenses increased primarily due to increased costs for stock-based compensation expense, legal and other professional services.
Biotechnology Segment
During fiscal 2025, the Company announced its intent to formally separate its Biotechnology segment, also known as Alyea. As a result, the Biotechnology segment is presented as discontinued operations for the 13 weeks ended September 27, 2025 and September 28, 2024. Our Biotech segment generated no revenue for the for the 13 weeks ended September 27, 2025 and the 13 weeks ended September 28, 2024. Selling, general and administrative expenses increased due to increased other professional fees.
For the Thirty-Nine Weeks Ended September 27, 2025 and September 28, 2024
Results of Operations
The following table sets forth certain statement of operations items and as a percentage of revenue, for the periods indicated (in $000's):
39 Weeks Ended 39 Weeks Ended
September 27, 2025 September 28, 2024
Select Data:
Revenue $ 19,467 $ 7,110
Gross profit 7,989 3,459
Selling, general and administrative expenses 28,253 7,775
Interest (expense) income, net (2,109) 5
Income (loss) from continuing operations before provision of income taxes 50,764 (4,193)
Income tax benefit from continuing operations 11,936 (3,106)
Net income (loss) from continuing operations $ 38,828 $ (1,087)
Loss from discontinued operations before provision of income taxes (3,246) (1,627)
Income tax expense (benefit) from discontinued operations (1,404) (337)
Net loss from discontinued operations $ (1,842) $ (1,290)
Net income (loss) $ 36,986 $ (2,377)
Adjusted EBITDA (Non-GAAP) (a)
Fintech $ (468) $ 3,452
Corporate & Other (8,580) (169)
Discontinued operations (1,799) (2,419)
Total Adjusted EBITDA $ (10,847) $ 864
Adjusted EBITDA (Non-GAAP) as a percentage of revenue
Fintech (2.4 %) 48.6 %
Corporate & Other N/A N/A
Discontinued operations N/A N/A
Consolidated adjusted EBITDA as a percentage of revenue (55.7 %) 12.2 %
(a)See reconciliation of net income to Adjusted EBITDA below.
The following tables set forth revenues for key product and service categories, percentages of total revenue and gross profits earned by key product and service categories and gross profit percent as compared to revenues for each key product category indicated (in $000's):
39 Weeks Ended 39 Weeks Ended
September 27, 2025 September 28, 2024
Net Revenue Percent of Total Net Revenue Percent of Total
Revenue
Fintech $ 19,467 100.0 % $ 7,110 100.0 %
Corporate & Other - - % - - %
Discontinued operations - - % - - %
Total revenue $ 19,467 100.0 % $ 7,110 100.0 %
39 Weeks Ended 39 Weeks Ended
September 27, 2025 September 28, 2024
Gross Profit Gross Profit Percentage Gross Profit Gross Profit Percentage
Gross Profit
Fintech $ 7,989 41.0 % $ 3,459 48.6 %
Corporate & Other - - % - - %
Discontinued operations - - % - - %
Total gross profit $ 7,989 41.0 % $ 3,459 48.6 %
Revenue
Revenue increased by approximately $12.4 million for the 39 weeks ended September 27, 2025, as compared to the 39 weeks ended September 28, 2024. The increase is due to the acquisition of ALT5 Subsidiary during May 2024, as well as the acquisition of Mswipe during May 2025.
Gross Profit
Gross profit increased by approximately $4.5 million for the 39 weeks ended September 27, 2025, as compared to the 39 weeks ended September 28, 2024. The increase is due to the acquisition of ALT5 Subsidiary during May 2024, as well as the acquisition of Mswipe during May 2025.
Selling, General and Administrative Expense
Selling, general and administrative expenses increased by approximately $22.1 million for the 39 weeks ended September 27, 2025, as compared to the 39 weeks ended September 28, 2024, The increase is primarily due increased bad debt, stock-based compensation expenses, and professional fees, as well as the acquisition of ALT5 Subsidiary during May 2024, and the acquisition of Mswipe during May 2025.
Interest Expense, net
Interest expense, net increased by approximately $2.1 million for the 39 weeks ended September 27, 2025, as compared to the 39 weeks ended September 28, 2024 primarily due to the acquisition of ALT5 Subsidiary during May 2024.
Unrealized Loss on Cryptocurrency Assets
Unrealized gain on cryptocurrency assets for the 39 weeks ended September 27, 2025 was approximately $72.8 million. An unrealized gain was recorded to mark our WLFI tokens to fair value. No such unrealized gain or loss was recorded during the 39 weeks ended September 28, 2024.
Segment Performance
We report our business in the following segments: Fintech, Biotechnology and Corporate and Other. During fiscal 2025, the Company announced its intent to formally separate its Biotechnology segment, also known as Alyea. As a result, the Biotechnology segment is presented as discontinued operations for the 39 weeks ended September 27, 2025 and September 28, 2024.
Operating income (loss) by operating segment, is defined as loss before net interest expense, other income and expense, provision for income taxes ($000's).
39 Weeks Ended September 27, 2025 39 Weeks Ended September 28, 2024
Fintech Corporate and Other Biotechnology Total Fintech Corporate and Other Biotechnology Total
Revenue $ 19,467 $ - $ - $ 19,467 $ 7,110 $ - $ - $ 7,110
Cost of revenue 11,478 - - 11,478 3,651 - - 3,651
Gross profit 7,989 - - 7,989 3,459 - - 3,459
Selling, general and administrative expense 13,851 14,402 3,246 31,499 2,845 4,930 1,627 9,402
Operating (loss) income $ (5,862) $ (14,402) $ (3,246) $ (23,510) $ 614 $ (4,930) $ (1,627) $ (5,943)
Fintech Segment
Our Fintech segment consists of ALT5 Subsidiary, which was acquired during May 2024, as well as Mswipe, which was acquired during May 2025. Revenue for the 39 weeks ended September 27, 2025 was approximately $19.5 million, and gross margin percentage was 41.0%. Operating loss for the fiscal year ended 39 weeks ended September 28, 2024 was approximately $5.9 million.
Corporate and Other Segment
Our Corporate and Other segment generated no revenue for the for the 39 weeks ended September 27, 2025 and the 39 weeks ended September 28, 2024. Selling, general and administrative expenses increased primarily due to increased costs for stock-based compensation and legal expenses, as well as other professional services.
Biotechnology Segment
During fiscal 2025, the Company announced its intent to formally separate its Biotechnology segment, also known as Alyea. As a result, the Biotechnology segment is presented as discontinued operations for the 39 weeks ended September 27, 2025 and September 28, 2024. Our Biotech segment generated no revenue for the for the 39 weeks ended September 27, 2025 and the 39 weeks ended September 28, 2024. Selling, general and administrative expenses increased over the prior year period primarily due to increases in professional fees and research and development costs.
Adjusted EBITDA (Non-GAAP) Reconciliation
The following table presents a reconciliation of net income to Adjusted EBITDA for the 13 and 39 weeks ended September 27, 2025 and September 28, 2024 (in 000's):
For the 13 Weeks Ended For the 39 Weeks Ended
September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024
Net income (loss) $ 48,962 $ (822) $ 36,986 $ (2,377)
Depreciation and amortization 1,208 1,052 3,903 1,836
Stock-based compensation 5,296 - 5,901 1,507
Interest expense (income), net 839 (51) 2,109 358
Income tax expense (benefit) 7,724 (517) 10,532 (2,928)
Unrealized loss on marketable securities - 688 - 1,058
Unrealized (gain) loss on exchange transactions (73,020) 891 (73,318) 431
Realized (gain) loss on exchange transactions (3,592) 871 (414) 631
Other nonrecurring charges 3,454 - 3,454 348
Adjusted EBITDA $ (9,129) $ 2,112 $ (10,847) $ 864
Adjusted EBITDA decreased by approximately $11.2 million for the 13 weeks ended September 27, 2025, as compared to the prior year period. The decrease was primarily due to the results of operations, as discussed above.
Adjusted EBITDA decreased by approximately $11.7 million for the 39 weeks ended September 27, 2025, as compared to the prior year period. The decrease was primarily due to the results of operations, as discussed above.
Liquidity and Capital Resources
Overview
As of September 27, 2025, our cash on hand was $7.3 million. Approximately $3.5 million of cash has been fully reserved in connection with a legal matter, as further described in Note 16 to the unaudited condensed consolidated financial statements. We intend to raise funds to support future development of JAN 123 either through capital raises or structured arrangements, which would include effectuating our previously announced intention to capitalize a subsidiary with certain of our biotechnology assets, acquire an additional biotechnology asset, and then engage in a financing of that subsidiary. The short-term intended result of that series of transactions would be for us to own a controlling interest in that subsidiary, but to decouple it from us so that it would operate on a stand-alone basis, although its financial statements would continue to be consolidated with ours for as long as we have a controlling interest.
Our ability to continue as a going concern is dependent upon the success of future capital raises or structured settlements and cash flows from the acquisition of ALT5 Subsidiary to fund the required testing to obtain FDA approval of JAN 123, as well as to fund our day-to-day operations. The accompanying financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. While we will actively pursue these additional sources of financing, management cannot make any assurances that such financing will be secured. Please review the transaction
Cash Flows
During the 39 weeks ended September 27, 2025, cash used in continuing operations was approximately $15.5 million, compared to cash provided by operations of approximately $3.7 million during the 39 weeks ended September 28, 2024. The decrease in cash was primarily due to results of operations as discussed above. There was no cash used in operating activities for discontinued operations during the 39 weeks ended September 27, 2025 or September 28, 2024.
Cash used investing activities for continued operations was $711.3 million for the 39 weeks ended September 27, 2025, compared to cash provided by investing activities of $5.9 million for the 39 weeks ended September 28, 2024. Cash used in investing activities for the 39 weeks ended September 27, 2025 was primarily the purchase of WLFI tokens, partially offset
by tokens redeemed during the period, and the cash provided by investing activities for the 39 weeks ended September 28, 2024 was related to cash acquired in the acquisition of ALT5 Subsidiary. There was no cash used in investing activities for discontinued operations during the 39 weeks ended September 27, 2025 or September 28, 2024.
Cash provided by financing activities was $719.4 million for the 39 weeks ended September 27, 2025, and primarily relates to proceeds received from equity financing and the issuance of notes payable, partially offset by cash paid for fees related to the equity financing, cash paid for notes payable and related party notes payable. Cash provided by financing activities was approximately $2.1 million for the 39 weeks ended September 28, 2024, and relates to proceeds received from warrants converted to our common stock and proceeds received from related parties, partially offset by payments on notes payable, and payment on related party notes payable. There was no cash provided by financing activities during the 39 weeks ended September 27, 2025 or September 28, 2024.
Future Sources of Cash; Phase 2b Trials, New Acquisitions, Products, and Services
We may require additional debt financing and/or capital to finance new acquisitions, conduct our Phase IIb clinical trials, or consummate other strategic investments in our business. No assurance can be given any financing obtained may not further dilute or otherwise impair the ownership interest of our existing stockholders.
Alt5 Sigma Corporation published this content on January 12, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on January 12, 2026 at 18:03 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]