ALT5 Sigma Corp 8-K

What Happened

• ALT5 Sigma Corporation (ALTS) and its subsidiary ALT5 Digital entered into a Master Loan and Security Agreement with World Liberty Financial LLC (WLFI) dated January 29, 2026. The Borrower drew the full $15.0 million facility the same day and received net proceeds of approximately $14.2 million after prepaid interest and reimbursements. The loan is secured by WLFI tokens owned by the Borrower.

Key Details

• Loan amount: $15,000,000; drawn in one tranche on January 29, 2026.
• Interest: 4.50% per annum, payable annually in advance; maturity 24 months from closing.
• Security: Legal title/custody and security interest in WLFI tokens; loan-to-value 65% (≈ $23M of tokens pledged to support a $15M loan).
• Structure & risks: Secured, non-recourse to the Borrower; events of default (missed interest, margin shortfalls, covenant breaches, insolvency) can lead to forfeiture of all pledged Collateral.
• Use of proceeds: Board-approved stock buyback program, purchase of WLFI tokens, and general corporate purposes.
• Related parties: WLFI’s CEO/co-founder Zachary Witkoff is ALT5’s Board Chair and Zachary Folkman is a Board member; WLFI holds 1,000,000 ALT5 common shares and warrants.
• Governing law/dispute resolution: Delaware law (except UCC matters); arbitration via the International Centre for Dispute Resolution in Miami. Full loan agreement filed as Exhibit 10.130.

Why It Matters

• The company obtained immediate liquidity ($14.2M net) to fund a buyback and other uses, but the financing is collateralized by a large holding of WLFI tokens and carries forfeiture risk on default.
• Investors should note concentration of digital-asset collateral, the related-party connections to WLFI, and the 24-month maturity and interest cash flow implications. The agreement also includes protections for the lender (margin/top-up mechanics and forfeiture) that could affect ALT5 Digital’s token holdings and, indirectly, the company’s capital strategy.