CORRESP Filing
ALT5 Sigma Corp
Date: Sept. 19, 2025 · CIK: 0000862861 · Accession: 0001493152-25-014230
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-19621
Referenced dates: September 18, 2025
Letter
VIA EDGAR Division of Corporation Finance Office of Life Sciences Re: ALT5 Sigma Corporation Preliminary Proxy Statement on Schedule 14A Filed September 12, 2025 File No. 001-19621
Dear Messrs. McNamara and McCann:
On behalf of ALT5 Sigma Corporation (the "Company"), we submit this letter in response to the comments from the staff (the " Staff ") of the Division of Corporation Finance of the United States Securities and Exchange Commission (the " SEC ") set forth in the Staff's comment letter, dated September 18, 2025, with respect to the Company's Preliminary Proxy Statement on Schedule 14A (File No. 001-19621), which was filed by the Company with the SEC on September 12, 2025 (the " PRE14A ").
For your convenience, the Staff's comments have been produced in bold and italics herein with the Company's response immediately following each comment.
Preliminary Proxy Statement on Schedule 14A
Proposal
The Issuance and Appointment Proposal, page 7
1. We refer to Proposal 1, which seeks shareholder approval for (i) the issuance of 119,000,000 shares of common stock upon the exercise of pre-funded warrants and common stock purchase warrants, and (ii) the appointment of a nominee to the board of directors. Please tell us why these two matters should not be in separate proposals. Refer to Rule 14a-4(a)(3).
RESPONSE: We respectfully acknowledge the Staff's comment and note that Proposal 1 is to approve, for purposes of Nasdaq Listing Rule 5635, the contractual requirements related to a private placement offering that closed on August 12, 2025 (the "Private Placement"), including the issuance of 119,000,000 shares of our common stock, par value $0.001 per share, upon the exercise of pre-funded warrants and common stock purchase warrants held by World Liberty Financial, Inc. ("WLFI") and the appointment to the board of directors of the Company (the "Board"), by the Board, of a second director candidate selected by WLFI.
Faith.Charles@thompsonhine.com Fax: 212.344.6101 Phone: 212.908.3905
300 Madison Avenue, 27th Floor New York, New York 10017-6232 www.ThompsonHine.com O: 212.344.5680 F: 212.344.6101
September 19, 2025
Page
Proposal 1 does not require the appointment of any specific director to the Board, it seeks approval from the stockholders to allow WLFI to select a second member of the Board, who will be appointed by the Board in accordance with applicable laws and the Company's governing documents.
The Company intends to revise Proposal 1 to read as follows in its Definitive Proxy Statement on Schedule 14A. The concepts of the revised Proposal 1, including removing the reference to any specific individual being appointed to the board, will be reflected throughout the Definitive Proxy Statement.
To approve, for purposes of Nasdaq Listing Rule 5635, the contractual requirements related to a private placement offering that closed on August 12, 2025, including the issuance of 119,000,000 shares of our common stock, par value $0.001 per share ("Common Stock"), upon the exercise of pre-funded warrants and common stock purchase warrants held by World Liberty Financial, Inc. ("WLFI") and the appointment to the board of directors of the Company (the "Board") by the Board of a second director candidate selected by WLFI.
2. We note that the appointment of the director to the board appears to be an action taken with respect to the election of a director. Accordingly, please revise the proxy to include all information required by Items 7 and 8 of Schedule 14A, or advise.
RESPONSE: We respectfully acknowledge the Staff's comment and refer the Staff to our response to the first comment, which includes a clarification that Proposal 1 will not require the appointment of a specific individual to Board.
*****
September 19, 2025
Page
Please direct any questions to the undersigned at (212) 908-3905.
Sincerely,
/s/
Faith L. Charles
Show Raw Text
CORRESP
1
filename1.htm
VIA
EDGAR
September
19, 2025
Mr.
Jimmy McNamara
Mr.
Joe McCann
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Life Sciences
100
F Street, N.E.
Washington,
D.C. 20549
Re:
ALT5 Sigma Corporation
Preliminary Proxy Statement
on Schedule 14A
Filed September 12, 2025
File No. 001-19621
Dear
Messrs. McNamara and McCann:
On
behalf of ALT5 Sigma Corporation (the "Company"), we submit this letter in response to the comments from the staff (the " Staff ")
of the Division of Corporation Finance of the United States Securities and Exchange Commission (the " SEC ") set forth
in the Staff's comment letter, dated September 18, 2025, with respect to the Company's Preliminary Proxy Statement on Schedule
14A (File No. 001-19621), which was filed by the Company with the SEC on September 12, 2025 (the " PRE14A ").
For
your convenience, the Staff's comments have been produced in bold and italics herein with the Company's response immediately
following each comment.
Preliminary
Proxy Statement on Schedule 14A
Proposal
1
The
Issuance and Appointment Proposal, page 7
1. We
refer to Proposal 1, which seeks shareholder approval for (i) the issuance of 119,000,000
shares of common stock upon the exercise of pre-funded warrants and common stock purchase
warrants, and (ii) the appointment of a nominee to the board of directors. Please tell us
why these two matters should not be in separate proposals. Refer to Rule 14a-4(a)(3).
RESPONSE:
We respectfully acknowledge the Staff's comment and note that Proposal 1 is to approve, for purposes of Nasdaq Listing Rule 5635,
the contractual requirements related to a private placement offering that closed on August 12, 2025 (the "Private Placement"),
including the issuance of 119,000,000 shares of our common stock, par value $0.001 per share, upon the exercise of pre-funded warrants
and common stock purchase warrants held by World Liberty Financial, Inc. ("WLFI") and the appointment to the board of directors
of the Company (the "Board"), by the Board, of a second director candidate selected by WLFI.
Faith.Charles@thompsonhine.com
Fax: 212.344.6101 Phone: 212.908.3905
300 Madison
Avenue, 27th Floor
New York, New York 10017-6232
www.ThompsonHine.com
O: 212.344.5680
F: 212.344.6101
September
19, 2025
Page
2
Proposal
1 does not require the appointment of any specific director to the Board, it seeks approval from the stockholders to allow WLFI to select
a second member of the Board, who will be appointed by the Board in accordance with applicable laws and the Company's governing
documents.
The
Company intends to revise Proposal 1 to read as follows in its Definitive Proxy Statement on Schedule 14A. The concepts of the revised
Proposal 1, including removing the reference to any specific individual being appointed to the board, will be reflected throughout the
Definitive Proxy Statement.
To
approve, for purposes of Nasdaq Listing Rule 5635, the contractual requirements related to a private placement offering that closed on
August 12, 2025, including the issuance of 119,000,000 shares of our common stock, par value $0.001 per share ("Common Stock"),
upon the exercise of pre-funded warrants and common stock purchase warrants held by World Liberty Financial, Inc. ("WLFI")
and the appointment to the board of directors of the Company (the "Board") by the Board of a second director candidate selected
by WLFI.
2. We
note that the appointment of the director to the board appears to be an action taken with
respect to the election of a director. Accordingly, please revise the proxy to include all
information required by Items 7 and 8 of Schedule 14A, or advise.
RESPONSE:
We respectfully acknowledge the Staff's comment and refer the Staff to our response to the first comment, which includes a clarification
that Proposal 1 will not require the appointment of a specific individual to Board.
*****
September
19, 2025
Page
3
Please
direct any questions to the undersigned at (212) 908-3905.
Sincerely,
/s/
Faith L. Charles
Faith L. Charles
cc:
Mr.
Jonathan Hugh, ALT5 Sigma Corporation