ALT5 Sigma Corp (Form: 8-K, Received: 07/23/2025 16:33:53)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

FORM 8-K

_______________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 9, 2025

_______________

ALT5 Sigma Corporation

(Exact Name of Registrant as Specified in Charter)

_______________


Nevada	000-19621	41-1454591
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


325 E. Warm Springs Road, Suite 102 Las Vegas, NV 89119
(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: 702-997-5968

_______________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	ALTS	The NASDAQ Stock Market LLC (The NASDAQ Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Section 1 - Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

Mswipe

On May 13, 2025, ALT5 Sigma Corporation (the “Company” or “ALT5”) disclosed in Note 20 to its unaudited condensed consolidated financial statements filed in its Quarterly Report on Form 10-Q (the "10-Q") that, effective on May 9, 2025, ALT5 and its indirect, wholly-owned second tier Canadian subsidiary entered into an agreement to purchase all of the outstanding capital stock of an entity that, through its subsidiaries, offers multi-currency, fiat- and crypto-enabled payment card services. The business trades under the name Mswipe. Through a suite of physical and virtual cards that are available on both the Visa® and Mastercard® networks, the acquired operations enable users seamlessly to spend traditional and digital currencies across the globe. The acquired platform is built with robust compliance frameworks, advanced security protocols, and real-time exchange capabilities, which allow for fast, secure, and borderless transactions. This is a B2B solution, which, when combined with our current solutions, bridges the gap between the crypto economy and traditional financial systems—while ensuring regulatory alignment, interoperability with existing payment networks, and a seamless user experience for institutional partners and their end-users.

The purchase price for this transaction consisted of our (i) issuing one million restricted shares of our common stock to the three sellers, valued at the Historical NOCP on May 9, 2025 of $6.10, (ii) granting five hundred thousand four-year common stock warrants to the three sellers, with a per-share exercise price of $5.50 (which was the approximate market price at the time that we reached an agreement in principal for this transaction), (iii) issuing shares to two of the sellers in “Alyea Therapeutics Corporation,” our biotech business that we are in process of separating from our core business, which shares we valued at $4.8 million, and (iv) issuing two 14-month straight promissory notes in the aggregate initial principal balance of approximately one million dollars with an interest rate at the AFR for quarterly compounded notes of 3.99% per annum and all principal and interest due at the maturity date. We also are acknowledging an equivalent 14-month term straight promissory note at the acquired company level that pre-dated our acquisition. The principal balance as of May 9, 2025 was approximately $5.1 million and the interest was reset to match that of the two notes that we issued. We also granted the sellers the right to one earn-out payment in the amount of $20 million (payable in cash or unregistered shares of our common stock) right if the Operating Subsidiaries generate a minimum of $15 million in annualized or actual total revenue from the assets owned by the Operating subsidiaries at May 9, 2025. Please see Exhibit 10.120 for the specific calculation modalities of the earn-out payments. None of the shares of our common stock, the shares underlying the common stock purchase warrants, and the shares of common stock of Alyea has any registration or equivalent rights.

The foregoing brief summary description of certain terms and provisions of (i) the purchase of the business that trades under the name Mswipe and the related covenant against competition do not purport to be complete and are qualified in their entirety by reference to the full text of the form of Securities Purchase Agreement by and among ALT5 Sigma Corporation, ALT 5 Sigma, Inc., and the selling parties and related interest holders signatory thereto, in respect of the “Mswipe transaction”, dated May 9, 2025, and the form of Covenant Against Competition Agreement, a copy of each of which was filed as an exhibit to the 10-Q and is filed herewith as Exhibit 10.120 and Exhibit 10.125, respectively, (ii) the forms of Common Stock Purchase Warrant, granted May 9, 2025 in connection with the Mwsipe transaction, a copy of each of which was filed as an exhibit to the 10-Q and are filed herewith as Exhibits 10.122, 10.123, and 10.124; and (iii) the forms of the 14-month Straight Promissory Notes issued in connection with the “Mswipe transaction”, dated May 9, 2025, a copy of each of which was filed as an exhibit to the 10-Q and are filed herewith as Exhibits 10.121 and 10.126. Readers are encouraged to read those Exhibits in full for a more comprehensive understanding of the Mswipe transaction.

Section 8 - Other Events

Section 8.01 - Other Events.

On May 13, 2025, ALT5 issued a press release announcing the acquisition of Mswipe. A copy of that press release is furnished herewith as Exhibit 99.3 to this Current Report on Form 8-K.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

a.Financial Statements of Business Acquired.

The audited balance sheets of Mswipe as of April 30, 2025 and 2024, and the audited consolidated statements of operations, changes in equity, and cash flows for the year then ended, and the notes thereto, are attached hereto as Exhibit 99.1.

b.Pro Forma Financial Information.

The unaudited pro forma condensed combined financial statements for the year ended December 28, 2024 and the three months ended March 29, 2025 for ALT5 Sigma Corporation are hereby filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference. Such unaudited pro forma condensed combined financial statements are not necessarily indicative of the financial position that actually would have existed or the operating results that actually would have been achieved if the adjustments set forth therein had been in effect as of the dates and for the periods indicated or that may be achieved in future periods and should be read in conjunction with the historical financial statements of ALT5 Sigma Corporation and Mswipe.

c.Exhibits.

The following exhibits are attached hereto:


Exhibit No.			Description
10.120			Form of Securities Purchase Agreement with Mswipe Technologies, Inc., dated May 9, 2025.
10.121			Form of a Promissory Note in favor of Dr. Peter Francis Lue, dated May 9, 2025.
10.122			Form of a Common Stock Purchase Warrant, dated May 9, 2025.
10.123			Form of a Common Stock Purchase Warrant, dated May 9, 2025.
10.124			Form of a Common Stock Purchase Warrant, dated May 9, 2025.
10.125			F orm of a Covenant Against Competition, dated May 9 , 2025.
10.126			Form of a Promissory Note in favor of Peter Karam , dated May 9, 2025.
23.1			Consent of Franco La Posta, CPA independent auditor .
99.1			Audited Financial Statements of 9323-9044 Quebec Inc. (Mswipe) and the notes thereto as of April 30, 2025 and the year then ended .
99.2			Unaudited pro forma combined financial statements of ALT5 Sigma Corporation and Mswipe for the year ended December 28, 2024 and the three months ended March 29, 2025.
99.3			Press Release, dated May 13, 2025.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		ALT5 Sigma Corporation

	By:	/s/ Peter Tassiopoulos
	Name:	Peter Tassiopoulos
	Title:	Chief Executive Officer

Dated: July 23, 2025

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

I hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-251645) and Form S-8 (Nos. 333-226775 and 333-254873) of ALT5 Sigma Corporation of my report with respect to my audit of the financial statements of 9323-9044 Quebec Inc. (AKA Technologies Mswipe) as of and for the years ended April 30, 2024 and 2025, which appear on this Form 8-K.

/s/Franco La Posta, CPA

Montreal, Quebec

July 23, 2025


9323-9044 QUEBEC INC. (AKA: TECHNOLOGIES MSWIPE) FINANCIAL STATEMENTS April 30, 2025 (in United States dollars)


1755 BOULEVARD SAINT-REGIS, SUITE 200 DOLLARD-DES-ORMEAUX, QUÉBEC H9B 2M9 Tel: 514-328-9711 Cell: 514-983-8499 Email: frlaposta@gmail.com			FLP

9323-9044 QUEBEC INC.

(AKA: TECHNOLOGIES MSWIPE)

Financial Statements

April 30, 2025

(in United States dollars)

INDEX

Balance Sheet 5

Statement of operations 6

Statement of changes in stockholders’ equity 7

Statement of Cash Flows 8

Notes to Financial Statements 9 - 12


FRANCO LA POSTA, CPA


1755 BOULEVARD SAINT-REGIS, SUITE 200 DOLLARD-DES-ORMEAUX, QUÉBEC H9B 2M9 Tel: 514-328-9711 Cell: 514-983-8499 Email: frlaposta@gmail.com			FLP

INDEPENDENT AUDITOR’S REPORT

To the shareholders of and the Board of Directors of

9323-9044 QUEBEC INC.

(AKA: TECHNOLOGIES MSWIPE)

Opinion

We have audited the Financial Statements of 9323-9044 QUEBEC INC. (AKA: TECHNOLOGIES MSWIPE) (hereafter “the Company”) which comprise the statement of financial position as at April 30, 2025, and April 30, 2024, and the statement of operations and comprehensive earnings, the statement of shareholders’ equity and the statement of cash flows for the years then ended, and notes to statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at April 30, 2025, and April 30, 2024, and its financial performance and its cash flows for the 2025 then ended in accordance with accounting principles generally accepted in the United States of America (hereafter “U.S. GAAP”).

Basis for Opinion

We conducted our audit in accordance with U.S. generally accepted auditing standards. Our responsibilities under those standards are further described in the “Auditor’s responsibilities for the audit of the financial statements “section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the Financial Statements in the United States of America, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Responsibilities of management and those charged with governance for the financial statements.

Management is responsible for the preparation and fair presentation of the financial statements in accordance with U.S. G.A.A.P., and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with U.S. generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Financial Statements.

As part of an audit in accordance with U.S. generally accepted auditing standards, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:


1755 BOULEVARD SAINT-REGIS, SUITE 200 DOLLARD-DES-ORMEAUX, QUÉBEC H9B 2M9 Tel: 514-328-9711 Cell: 514-983-8499 Email: frlaposta@gmail.com			FLP

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control;

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern;

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves faire presentation;

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charges with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Montreal, Quebec

July 18, 2025

CPA auditor, public accountancy permit No. A106908

9323-9044 QUEBEC INC.

(AKA: TECHNOLOGIES MSWIPE)

Consolidated Balance Sheet

As at April 30, 2025


1755 BOULEVARD SAINT-REGIS, SUITE 200 DOLLARD-DES-ORMEAUX, QUÉBEC H9B 2M9 Tel: 514-328-9711 Cell: 514-983-8499 Email: frlaposta@gmail.com			FLP

(in United States dollars)


	2025	2024
	US $	US $
Assets Current Assets
Cash	99,610	402,935
Accounts Receivable	1,039,604	1,367,030
Sales Tax Receivable	5,396	5,472
Income Taxes Receivable	-	42,775
Advance to Director	248,558	3,872
Advances to a Company Under Common Control	160,314	235,144
	1,553,482	2,057,228

Property, Plant and Equipment (Note 2)	20,405	12,986
	1,573,887	2,070,214
Liabilities Current Liabilities
Accounts payable (Note 3)	1,525,153	2,238,087
Income Taxes Payable	56,272	-
	1,581,425	2,238,087
Shareholders’ Deficiency
Share Capital
Issued
10 Class A Shares	7	7
100 Class F Shares	73	73
Other Comprehensive Income	(621,995)	(259,281)
Retained Earnings	614,377	91,328
	(7,538)	(167,873)
	1,573,887	2,070,214

see accompanying notes

APPROVED ON BEHALF OF THE BOARD

______________________________Director

The accompanying notes are an integral part of this financial information.

9323-9044 QUEBEC INC.

(AKA: TECHNOLOGIES MSWIPE)

Consolidated Statement of Earnings


1755 BOULEVARD SAINT-REGIS, SUITE 200 DOLLARD-DES-ORMEAUX, QUÉBEC H9B 2M9 Tel: 514-328-9711 Cell: 514-983-8499 Email: frlaposta@gmail.com			FLP

As at April 30, 2025

(in United States dollars)


	2025	2024
	US $	US $
REVENUES
Sales	2,805,476	3,151,912

COST OF SALES	1,816,843	2,227,407

GROSS PROFIT	988,633	924,505

ADMINISTRATIVE EXPENSES
Commissions	30,857	46,154
Office Supplies	136,056	74,663
Insurance	23,508	8,097
Professional fees	167,855	467,946
Travel and entertainment	64,479	43,057
Bank charges	26,319	2,329
Rent	26,456	-
Advertising and promotion	77,763	170,016
Amortisation of property, plant and equipment	4,840	3,265
	558,133	815,527

Earnings from Operation	430,500	108,978

Other Revenues (Expenses)
Foreign Exchange Gain (Loss)	157,039	36,912

EARNINGS BEFORE PROVISION FOR INCOME TAXES	587,539	145,890
INCOME TAXES	64,490	9,179

Net Earnings	523,049	136,711

see accompanying notes


1755 BOULEVARD SAINT-REGIS, SUITE 200 DOLLARD-DES-ORMEAUX, QUÉBEC H9B 2M9 Tel: 514-328-9711 Cell: 514-983-8499 Email: frlaposta@gmail.com			FLP

9323-9044 QUEBEC INC.

(AKA: TECHNOLOGIES MSWIPE)

Statement of Stockholders Equity

For the Years Ended April 30, 2025

(in United States dollars)


	Class F Shares	Class A Shares	Shares Amount	Amount	Other Comprehensive Income	Accumulated Retained Earnings	TOTAL Equity
BALANCE, April 30, 2023	100	10	110	(304,584)

Net Earnings for the Year						136,711	136,711

BALANCE, APRIL 30, 2024	100	10	110	(259,281)		(167,873)

Net Earnings for the Year						523,049	523,049
Foreign Exchange Gain					(362,714)		(362,714)

BALANCE, APRIL 30, 2025	100	10	110	(621,995)		(7,538)

see accompanying notes


1755 BOULEVARD SAINT-REGIS, SUITE 200 DOLLARD-DES-ORMEAUX, QUÉBEC H9B 2M9 Tel: 514-328-9711 Cell: 514-983-8499 Email: frlaposta@gmail.com			FLP

9323-9044 QUEBEC INC.

(AKA: TECHNOLOGIES MSWIPE)

Statement of Cash Flows

For the Year Ended April 30, 2025

(in United States dollars)


	2025	2024
Cash flows from (used in) operating activities:
Net Earnings	523,049	136,711
Depreciation expense	4,840	3,265
Sales Tax Receivable	76	44,560
Accounts Receivable	(1,367,030)
Accounts Payable	(712,934)	1,420,099
Income Taxes Payable	(591,815)

NET CASH PROVIDED FOR OPERATING ACTIVITIES	(354,210)

Cash Flows from (used in) Investing Activities
Purchase of Capital Assets	(323)

NET CASH (USED IN) INVESTING ACTIVITIES	(323)
Cash flows from (used in) financing activities		(323)
(Increase) in loan receivable - Other	-
Decrease in advances to company under common control	74,830	15,819
(Increase) in loan receivable - Director	(244,686)	7,143

NET CASH (USED IN) FINANCING ACTIVITIES	(169,856)	310,286

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(44,247)

EFFECT OF EXCHANGE RATE CHANGES ON CASH	(362,714)	-

CASH AND CASH EQUIVALENTS – BEGINNING OF YEAR	402,935	447,182

CASH AND CASH EQUIVALENTS – END OF YEAR	99,610	402,935

see accompanying notes


1755 BOULEVARD SAINT-REGIS, SUITE 200 DOLLARD-DES-ORMEAUX, QUÉBEC H9B 2M9 Tel: 514-328-9711 Cell: 514-983-8499 Email: frlaposta@gmail.com			FLP

9323-9044 QUEBEC INC.

(AKA: TECHNOLOGIES MSWIPE)

Notes to Financial Statements

For the Year Ended April 30, 2025

(in United States dollars)

1. Organization and summary of significant accounting policies and going concern

(continued)

Governing statue and nature of business

The company is governed under the Business Corporation Act of Quebec, Canada. The company sells hardware and software for credit card transactions and interac.

Use of estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates. Significant estimates include the valuation of prepaid licence fee, estimate of a contingent loss, and the valuation of deferred tax assets.

Fair value measurements and fair value of financial instruments

The Company adopted Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that requires the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did not expand certain disclosures.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.

These inputs are prioritized below:

Level 1: Observable inputs such as quoted market prices in active markets for identical

assets or liabilities

Level 2: Observable market-based inputs or unobservable inputs that are corroborated

by market data

Level 3: Unobservable inputs for which there is little or no market data, which require the

use of the reporting entity’s own assumptions.

The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (“FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.


1755 BOULEVARD SAINT-REGIS, SUITE 200 DOLLARD-DES-ORMEAUX, QUÉBEC H9B 2M9 Tel: 514-328-9711 Cell: 514-983-8499 Email: frlaposta@gmail.com			FLP

The estimated fair value of certain financial instruments, including accounts payable, accrued expenses and loans payable are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

9323-9044 QUEBEC INC.

(AKA: TECHNOLOGIES MSWIPE)

Notes to Financial Statements

For the Year Ended April 30, 2025

(in United States dollars)

1. Organization and summary of significant accounting policies and going concern

(continued)

Legal and Other Contingencies

The outcomes of legal proceedings and claims brought against the Company are subject to significant uncertainty. An estimated loss from a loss contingency such as a legal proceeding or claim is accrued by a charge to income if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. When legal costs that the entity expects to incur in defending itself in connection with a loss contingency accrual are expected to be material, the loss should factor in all costs and, if the legal costs are reasonably estimable, they should be accrued in accordance with ASC 450, regardless of whether a liability can be estimated for the contingency itself. Disclosure of a contingency is required if there is at least a reasonable possibility that a loss has been incurred. Changes in these factors could materially impact the financial statements.

Income taxes

The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”), which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach require the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.

Tax positions that meet the more likely than not recognition threshold is measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.


1755 BOULEVARD SAINT-REGIS, SUITE 200 DOLLARD-DES-ORMEAUX, QUÉBEC H9B 2M9 Tel: 514-328-9711 Cell: 514-983-8499 Email: frlaposta@gmail.com			FLP

9323-9044 QUEBEC INC.

(AKA: TECHNOLOGIES MSWIPE)

Notes to Financial Statements

For the Year Ended April 30, 2025

(in United States dollars)

1. Organization and summary of significant accounting policies and going concern

(continued)

The Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed.

Equipment

Equipment is accounted for at acquisition cost less accumulated depreciation. Depreciation is based on estimated useful life using the declining balance method.

Equity

Common shares represent the par value of the total number of shares issued by the Company. If shares are issued when warrants are exercised, the common shares account also comprises the compensation costs previously recorded as additional paid-in capital. If shares are issued upon the exercise of the conversion option related to the convertible instruments, the common shares account also comprises the equity component of the convertible instruments.

Accumulated other consolidated comprehensive income comprises foreign currency translation difference arising from the translation of financial statements of the Company’s foreign subsidiary in Canadian dollars to the US dollar presentation currency of the Group.


1755 BOULEVARD SAINT-REGIS, SUITE 200 DOLLARD-DES-ORMEAUX, QUÉBEC H9B 2M9 Tel: 514-328-9711 Cell: 514-983-8499 Email: frlaposta@gmail.com			FLP

9323-9044 QUEBEC INC.

(AKA: TECHNOLOGIES MSWIPE)

Notes to Financial Statements

For the Year Ended April 30, 2025

(in United States dollars)

2. Property Plant and Equipment

2025 2024


	COST		ADDITIONS/ DISPOSITIONS		ACCUMULATED DEPRECIATION		NET BOOK VALUE		NET BOOK VALUE
Computer Hardware	1,495		8,265		2,160		7,600		-
Office Furniture	31,807		(6,883)		17,912		12,805		12,986

	$	31,807	$	1,382	$	20,072	$	20,405	$	12,986

3. Trade and other payables


	2025		2024
Trade payables	1,525,153		2,238,087
Deduction at Source	-		-

	$	1,525,153	$	2,238,087

4. Concentrations

Concentration of credit risk

The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with high credit quality financial institution. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation.

5. Income taxes

On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was signed into law. The Act decreases the U.S. corporate federal income tax rate from a maximum of 35% to a flat 21% effective January 1, 2018. The Act also includes a number of other provisions including, among others, the elimination of net operating loss carrybacks and limitations on the use of future losses, the repeal of the Alternative Minimum Tax regime and the repeal of the domestic production activities deduction. These provisions are not expected to have a material effect on the Corporations.

Given the significant complexity of the Act and anticipated additional implementation guidance from the Internal Revenue Service, further implications of the Act may be identified in future periods.


1755 BOULEVARD SAINT-REGIS, SUITE 200 DOLLARD-DES-ORMEAUX, QUÉBEC H9B 2M9 Tel: 514-328-9711 Cell: 514-983-8499 Email: frlaposta@gmail.com			FLP

Exhibit 99.2

Unaudited Pro Forma Condensed Combined Financial Statement of ALT5 Sigma Corporation as of March 29, 2025, for the year ended December 28, 2024, and for the three months ended March 29, 2025

Introduction

Mswipe Acquisition

On May 13, 2025, ALT5 Sigma Corporation (the “Company” or “ALT5”) disclosed in Note 20 to its unaudited condensed financial statements filed in its Quarterly Report on Form 10-Q (the “10-Q”) that, effective on May 9, 2025, ALT5 and its indirect, wholly-owned second tier Canadian subsidiary entered into an agreement to purchase all of the outstanding capital stock of an entity that, through its subsidiaries, offers multi-currency, fiat- and crypto-enabled payment card services. The business trades under the name Mswipe. Through a suite of physical and virtual cards that are available on both the Visa® and Mastercard® networks, the acquired operations enable users seamlessly to spend traditional and digital currencies across the globe. The acquired platform is built with robust compliance frameworks, advanced security protocols, and real-time exchange capabilities, which allow for fast, secure, and borderless transactions. This is a B2B solution, which, when combined with our current solutions, bridges the gap between the crypto economy and traditional financial systems—while ensuring regulatory alignment, interoperability with existing payment networks, and a seamless user experience for institutional partners and their end-users.

Proforma information

The accompanying unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of SEC Regulation S-X. The historical consolidated financial information in the unaudited pro forma condensed combined financial information has been adjusted to give effect to pro forma events that are (1) directly attributable to the acquisition, (2) factually supportable, and (3) expected to have a continuing impact on the combined results of the Company.

The unaudited pro forma condensed combined financial information does not give effect to any operating or revenue synergies that may result from the merger or the costs to achieve any synergies.

The unaudited pro forma condensed combined financial information has been presented for informational purposes only and is not necessarily indicative of what the combined Company's financial position or results of operations would have been had the transactions been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the combined Company.

The unaudited pro forma condensed combined financial information contains estimated adjustments, based upon available information and certain assumptions that we believe are reasonable under the circumstances. The assumptions underlying the pro forma adjustments are described in greater detail in the accompanying notes to the unaudited pro forma combined financial information. In many cases, these assumptions were based on preliminary information and estimates.

As of March 29, 2025, proforma total assets, liabilities, and total shareholders’ equity would have been approximately $98.0 million, $60.9 million, and $33.3 million, respectively. If the transaction had occurred on December 31, 2023, the pro forma statement of operations for the year ended December 28, 2024 would have reflected a net loss of approximately $7.1 million. Pro forma basic loss per share would have increased by $0.08 to $0.64. Additionally, the pro forma statement of operations for the three months ended March 29, 2025 would have reflected a net loss of approximately $2.9 million. Pro forma basic loss per share would have increased by $0.01 to $0.19.

ALT5 SIGMA CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS

MARCH 29, 2025

(dollars in thousands)

ALT5 SIGMA CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 28, 2024

(dollars in thousands, except per share amounts)

ALT5 SIGMA CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

THREE MONTHS ENDED MARCH 29, 2025

(dollars in thousands, except per share amounts)

LIVE VENTURES INCORPORATED

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 1. Basis of presentation

The unaudited pro forma condensed combined financial statements are based on ALT5 Sigma Corporation’s and Mswipe’s historical financial statements as adjusted to give effect to the acquisition of Mswipe.

The unaudited pro forma combined statements of operations for the year ended December 28, 2024 gives effect to the Mswipe acquisition as if it had occurred on December 31, 2023. ALT5 Sigma Corporation’s fiscal year was December 30, 2023 to December 28, 2024, and the combined proforma statement of operations represents this period.

The unaudited pro forma combined statements of operations for the three months ended March 29, 2025 gives effect to the Mswipe acquisition as if it had occurred on December 28, 2024. The statement of operations for “ALT5 Historical” includes proforma financial results for the period of December 29, 2024 to March 29, 2025. The statement of operations for “Mswipe Historical” includes the actual results for Mswipe for the period of January 1, 2025 to March 31, 2025.

The unaudited pro forma combined balance sheets as of March 29, 2025 give effect to the Mswipe acquisition as if it had occurred on March 29, 2025.

Note 2. Preliminary purchase price allocation

The following table shows the preliminary allocation of the purchase price for Mswipe to the acquired identifiable assets, liabilities assumed and pro forma goodwill (dollars in thousands):

Note 3. Pro forma adjustments

The pro forma adjustments are based on our preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma condensed combined financial information:

Adjustments to the pro forma condensed combined balance sheet

(a)Reflect the fair value of intangible assets acquired based on independent third-party appraisal.

(b)Reflects the preliminary estimate of goodwill, which represents the excess of the purchase price over the fair value of Mswipe’s identifiable assets acquired and liabilities assumed as presented in Note 2.

(c)Reflects Mswipe’s seller’s notes to finance the acquisition.

(d)Reflect the fair value of ALT5 warrants issued to finance the acquisition based on independent third-party appraisal.

(e)Reflect the fair value of Alyea common stock issued to finance the acquisition based on independent third-party appraisal.

(f)Reflect the fair value of ALT5 common stock issued to finance the acquisition based on independent third-party appraisal.

(g)Reflects the elimination of Mswipe’s shareholders’ equity.

Adjustments to the pro forma condensed combined statement of operations

(a)Reflects amortization expense of intangible assets based on the preliminary fair value at acquisition date.

ALT5 Sigma Reports Record First Quarter 2025 and Acquisition of Mswipe

-Reports 3rd consecutive record quarter for Fintech segment-

-Acquisition of Mswipe, to close early in Q2, will be accretive immediately upon close to both revenue and EBITDA-

-Card Issuer offering, already integrated with ALT5 Pay, to be immediately made available to existing 1000+ ALT Customers-

LAS VEGAS, NV / ACCESSWIRE / May 13, 2025 / ALT5 Sigma Corporation (the “Company” or “ALT5”) (NASDAQ:ALTS), a fintech, providing next generation blockchain-powered technologies for tokenization, trading, clearing, settlement, payment, and safe-keeping of digital assets, is pleased to announce its financial results for the fiscal first quarter ended March 29, 2025, along with the execution of definitive agreements to acquire Mswipe (www.mswipe.ca).

Mswipe is a next-generation payment solutions provider offering multi-currency, fiat payment card services - and crypto-enabled capabilities through its existing integration with the ALT5 platform. Through a suite of physical and virtual cards available on both the Visa® and Mastercard® networks, Mswipe enables users to seamlessly spend traditional and digital currencies across the globe.

The Mswipe platform is built with robust compliance frameworks, advanced security protocols, and real-time exchange capabilities, allowing for fast, secure, and borderless transactions. Delivered as a B2B solution, the combined Mswipe and ALT5 solution bridges the gap between the crypto economy and traditional financial systems—while ensuring regulatory alignment, interoperability with existing payment networks, and a seamless user experience for institutional partners and their end-users.

“We are thrilled to announce the acquisition of Mswipe and welcome their talented team to the ALT5 family,” said Peter Tassiopoulos, CEO of ALT5 Sigma. “We’ve worked closely with them as a partner, and the integration between ALT5 and Mswipe technologies is already complete and live with multiple customers. The ability to offer a fully integrated digital wallet—including support for cryptocurrency and stablecoin transactions—adds another strategic layer to our proprietary IP stack.”

Tassiopoulos continued, “Enabling instant conversion of stablecoin or other cryptocurrency balances into fiat and allowing customers to pay merchants in their local currency is a powerful capability that significantly expands real-world use cases for digital assets. Our customers are demanding these solutions as they navigate the evolving DeFi landscape and we continue to evolve our capabilities to meet and exceed these needs.”

“We are also pleased that Q1, 2025 met our expectations with another record quarter under our belt that now pushes our annualized run rate to north of $22m. We continue to see increased demand in the first half of Q2 and are seeing favorable tailwinds from a regulatory perspective continuing throughout fiscal 2025 and beyond driving additional opportunities for growth”.

Fiscal First Quarter 2025

Key Highlights-

•Fintech Revenues of $5.51 million

•Adjusted EBITDA¹ for the Fintech segment $1.15 million, Biotech $(58) thousand and Corporate and other $(1.26) million – Total Adjusted EBITDA¹ $(168) thousand.

•Gross Profit of $2.59 million or 47%

•Cash and cash equivalents of $10.8 million

Our acquisition of Alt5 Sigma closed on May 15, 2024; therefore, our results do not include any results of operations or cashflows from the Company’s Fintech business until that date forward.

About ALT5 Sigma

ALT5 Sigma Corporation (NASDAQ:ALTS) (FRA:5AR1) is a Fintech, providing next generation blockchain-powered technologies for tokenization, trading, clearing settlement, payment and safe keeping of digital assets. The Company is one of the constituents of the Russell Microcap Index, as of June 28, 2024.

Founded in 2018, ALT5 Sigma, Inc. (a wholly owned subsidiary of ALT5 Sigma Corporation), provides next-generation blockchain-powered technologies to enable a migration to a new global financial paradigm. ALT5 Sigma, Inc., through its subsidiaries, offers two main platforms to its customers: “ALT5 Pay” and “ALT5 Prime”. ALT5 Sigma has processed over $5 billion USD in cryptocurrency transactions since inception.

ALT5 Pay is an award-winning cryptocurrency payment gateway that enables registered and approved global merchants to accept and make cryptocurrency payments or to integrate the ALT5 Pay payment platform into their application or operations using the plugin with WooCommerce and or ALT5 Pay’s checkout widgets and APIs. Merchants have the option to convert to fiat currency(s) automatically or to receive their payment in digital assets.

ALT5 Prime is an electronic over-the-counter trading platform that enables registered and approved customers to buy and sell digital assets. Customers can purchase digital assets with fiat and, equally, can sell digital assets and receive fiat. ALT5 Prime is available through a browser-based access mobile phone application named “ALT5 Pro” that can be downloaded from the Apple App Store, from Google Play, through ALT5 Prime’s FIX API, as well as through Broadridge Financial Solutions’ NYFIX gateway for approved customers.

The Company is working on the separation of our biotech business that will move forward under “Alyea Therapeutics Corporation.” Through its biotech activities, the Company is focused on bringing to market drugs with non-addictive pain-relieving properties to treat conditions that cause chronic or severe pain. Our patented product, a novel formulation of low-dose naltrexone (“JAN123”), is being initially developed for the treatment of Complex Regional Pain Syndrome

(“CRPS”), an indication that causes severe, chronic pain generally affecting the arms or legs. The FDA has granted Jan123 Orphan Drug Designation for treatment of CRPS.

¹ 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.

Forward Looking Statements

This press release contains statements that are forward-looking statements as defined within the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the profitability and prospective growth of ALT5’s platforms and business, that may include, but are not limited to, international currency risks, third-party or customer credit risks, liability claims stemming from ALT5’s services, and technology challenges for future growth or expansion. This press release also contains statements and links relating to risks that JAN 101 will treat PAD, that JAN 123 will treat CRPS, the timing of the commencement of clinical trials, that the FDA will

permit approval through a 505(b)(2) pathway for JAN 123, that upon approval JAN 101 will immediately disrupt the PAD market, and other statements, including words such as “continue”, “expect”, “intend”, “will”, “hope”, “should”, “would”, “may”, “potential”, and other similar expressions. Such statements reflect the Company’s current view with respect to future events, are subject to risks and uncertainties, and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political, and social uncertainties, and contingencies.

Many factors could cause the Company’s actual results, performance, or achievements to be materially different from any future results, performance or achievements described in this press release. Such factors could include, among others, those detailed in the Company’s periodic reports filed with the Securities and Exchange Commission (the “SEC”). Should one or more of these risks or uncertainties materialize, or should the assumptions set out in the section entitled “Risk Factors” in the Company’s filings with the SEC underlying those forward-looking statements prove incorrect, actual results may vary materially from those described herein. These forward-looking statements are made as of the date of this press release and the Company does not intend, and does not assume any obligation, to update these forward-looking statements, except as required by law. The Company cannot assure that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Individuals are cautioned that forward-looking statements are not guarantees of future performance and accordingly investors are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty therein.

Media Contact Investor Relations

IR@alt5sigma.com

1-800-400-2247