LAS VEGAS -- ALT5 Sigma Corporation (NASDAQ: ALTS)(FRA: 5AR1) (the “Company” or “ALT5”) announced that it has entered into definitive agreements for the issuance and sale of an aggregate of up to 100,000,000 of its shares of common stock (or common stock equivalents in lieu thereof) in a registered direct offering (the “Registered Direct Offering”) at a purchase price of $7.50 per share. In a concurrent private placement (the “Private Placement Offering” and, together with the Registered Direct Offering, the “Offerings”), the Company has entered into a securities purchase agreement for the purchase and sale of 100,000,000 of its shares of common stock (or common stock equivalents in lieu thereof), at the same purchase price of $7.50 per share as in the registered direct offering. The gross proceeds of the Offerings are expected to be approximately $1.5 billion, before deducting placement agent fees and other offering expenses. The consideration paid for the securities in the Private Placement Offering was contributed in the form of $WLFI tokens from World Liberty Financial, Inc. (“WLFI”). The Offerings were priced at-the-market pursuant to Nasdaq rules.

World Liberty Financial, Inc. is acting as the lead investor in the concurrent Private Placement Offering, and the Offerings included participation by a select number of the world’s largest institutional investors and prominent crypto venture capital firms.

The closing of the Offerings is expected to occur on or about August 12, 2025, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds of the Offerings to fund the acquisition of $WLFI tokens, to establish the Company’s cryptocurrency treasury operations, as well as to settle existing litigation, pay existing debt, fund the existing Company’s business operations and for working capital and general corporate purposes.

A.G.P./Alliance Global Partners is acting as the sole placement agent in connection with the Offerings.

The securities offered in the Registered Direct Offering (but excluding the securities offered in the Private Placement Offering) are being offered and sold by ALT5 pursuant to a “shelf” registration statement on Form S-3 (Registration No. 333-289176), including a base prospectus, previously filed with the Securities and Exchange Commission (the “SEC”) on August 1, 2025 and declared effective by the SEC on August 8, 2025. The offering of the securities to be issued in the Registered Direct Offering is being made only by means of a prospectus supplement that forms a part of the registration statement. A final prospectus supplement and an accompanying base prospectus relating to the Registered Direct Offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov.

The offer and sale of the securities in the Private Placement Offering described above are being made in transactions not involving a public offering and have not been registered pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506(b) of Regulation D promulgated thereunder and have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities in the Private Placement Offering may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.