Amendments to Bylaws, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

Chief Financial Officer Compensation

ALT5 Sigma Corporation, a Nevada corporation (the "Company"), previously announced that it had appointed Mr. Jonathan Hugh as the Company's Chief Financial Officer, effective August 13, 2025.

On August 25, 2025, the Company approved the terms of Mr. Hugh's compensation for 2025, which include a base salary of US $550,000, a target bonus opportunity equal to 100% of his base salary, and a stock award covering 66,667 shares of common stock, which are fully vested, but subject to clawback, on a pro-rated basis, if he voluntarily resigns within a year. The Company intends to enter into an employment agreement with Mr. Hugh and will disclose the terms of that agreement once it is finalized.

Board Composition and Employment Matters

As previously disclosed, in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "Commission") on August 18, 2025, the Company closed a private placement (the "Private Placement") and registered direct offering (the "Registered Direct Offering") on August 12, 2025. Pursuant to the terms of the Private Placement, World Liberty Financial, Inc. ("WLF") was granted rights to nominate two directors for appointment to the Company's Board of Directors (the "Board") and assigned certain observation rights. After discussion with The Nasdaq Stock Market LLC ("Nasdaq"), and in order to comply with Nasdaq's listing rules, Zachary Witkoff, has accepted his appointment as Chairman of the Board and is the initial nominee to the Board selected by WLF. Both Eric Trump and Zachary Folkman have been designated as observers. Subject to and following the approval of the Company's stockholders in accordance with Nasdaq's listing rules, the Board has also approved the appointment of Zachary Folkman, the other nominee to the Board selected by WLF, as a director.

Additionally, as part of the Company's compliance with the Nasdaq listing rules, Matt Morgan, will serve as a consultant to the Company and is expected to perform the services similar to those of a Chief Investment Officer.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 27, 2025, the Board approved and adopted an amendment to the Company's Bylaws (as amended to date, the "Bylaws").

The amendment lowers the quorum requirement contained in Section 2.4 of the Bylaws to provide that holders of thirty-three and one-third percent of the shares outstanding and entitled to vote at a meeting of stockholders, represented either in person or by proxy, shall constitute a quorum for the transaction of business (the "Amendment"). Prior to the Amendment, the Bylaws provided that a quorum at a meeting of stockholders consisted of a majority of the shares outstanding and entitled to vote, represented either in person or by proxy.

The foregoing summary of the Amendment is qualified in its entirety by reference to the text of the Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K.

Item 8.01 Other Events.

Judgment in Rwanda

On August 27, 2025, the Board was made aware that on May 7, 2025, the Intermediate Court of Nyarugenge, Rwanda, rendered a judgment finding ALT 5 Sigma Canada Inc., a subsidiary of the Company, and its former principal, Mr. Andre Beauchesne, criminally liable for offenses including illicit enrichment and money laundering and denied the civil claim brought by Alt 5 Sigma Canada Inc. to obtain access to ALT 5 Sigma Canada Inc.'s funds held in a Rwandan bank to which they were allegedly deprived access. The Rwandan court ordered the imprisonment of Mr. Beauchesne, the imposition of fines against Mr. Beauchesne, the confiscation of ALT 5 Sigma Canada Inc.'s funds totaling approximately US$3.5 million and the dissolution of ALT 5 Sigma Canada Inc. On June 6, 2025, ALT 5 Sigma Canada Inc. and Mr. Beauchesne appealed the judgment to the High Court of Kigali, Rwanda, and the matter remains under judicial review. In the appeal, ALT 5 Sigma Canada Inc. and Mr. Beauchesne dispute the findings of the Intermediate Court in Rwanda, reiterate and continue to maintain that they were the victim of fraud and that they should regain access to ALT 5 Sigma Canada, Inc.'s funds. No assurance can be given as to the outcome of the appeal. The Company and ALT 5 Sigma Canada are actively pursuing all available legal remedies to protect their interests and those of their stakeholders. Further, the Company is actively reviewing the potential impact of the Rwanda judgment on its prior disclosures.