UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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Section 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 20, 2026, the Board of Directors (our “Board”) of ALT5 Sigma Corporation (the “Company”, “we”, “our”, or “us”) approved an employment agreement (the “Employment Agreement”) for our Chief Executive Officer, Tony Isaac. In connection with our Board’s action, Mr. Isaac’s title was changed from “Acting Chief Executive Officer” to “Chief Executive Officer.”
The Employment Agreement provides for a three-year term, subject to annual renewals, unless either party provides written notice of non-renewal at least 90 days prior to the expiration of the initial term or any renewal term. Mr. Isaac’s annual base compensation is $600,000. Mr. Isaac is also eligible for an annual bonus in the sole and absolute discretion of our Compensation Committee. In addition, we issued to Mr. Isaac five million shares of our common stock, the periodic releases of which are determined by the price of our common stock (the “Stock Award”). In the event that Mr. Isaac’s employment with us terminates because he elects not to renew the Employment Agreement, terminates for good reason, or we terminate him without cause (as those concepts are more fully described in the Employment Agreement), we shall pay to Mr. Isaac (i) any accrued but unpaid base salary and accrued but unused vacation, (ii) any unpaid annual bonus, if awarded by our Compensation Committee, (iii) any unreimbursed business expenses, and (iv) any other employee benefits to which he may be entitled under our employee benefit plan. Further, in those circumstances and upon Mr. Isaac executing a release in our favor, we shall also pay him an amount equal to the sum of his base salary and potential annual bonus for that termination year and all of Mr. Isaac’s equity or other awards shall then vest.
Upon a termination of the Employment Agreement in connection with a change of control of the Company (as described in our 2024 Equity Incentive Plan), we shall pay Mr. Isaac (i) an amount equal to three times the sum of his base salary and potential annual bonus amount for the year in which the termination event occurs (or, if greater, the year immediately preceding the year in which the change of control occurs) and (ii) an amount equal to his potential annual bonus for the year in which the termination event occurs (or, if greater, the year in which the change of control occurs). Finally, upon such termination, all restrictions in respect of the Stock Award shall be released.
Section 3 – Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities.
The information disclosed in Item 5.02 of this Current Report on Form 8-K in respect of issuance of shares of our common stock is incorporated herein by reference.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ALT5 SIGMA CORPORATION | ||
| Date: April 24, 2026 | By: | /s/ Tony Isaac |
| Tony Isaac | ||
Chief Executive Officer and President | ||