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ALT5 Sigma Corp (NASDAQ:ALTS), a nearly $1 billion market cap company whose stock has surged 69% year-to-date, reported a series of board, governance, and legal developments in a filing with the Securities and Exchange Commission on Friday. According to InvestingPro data, the company’s shares currently trade at $7.87, with analysts setting an ambitious $24 price target.
The company stated it approved compensation terms for its Chief Financial Officer, Jonathan Hugh, including a base salary of $550,000, a target bonus opportunity equal to his base salary, and a fully vested stock award of 66,667 shares, subject to a clawback if he resigns within a year. This comes as the company shows remarkable revenue growth of 926% in the last twelve months, though InvestingPro analysis indicates the stock is currently overvalued relative to its Fair Value. ALT5 Sigma intends to finalize an employment agreement with Mr. Hugh and will disclose the terms once completed.
Regarding board composition, ALT5 Sigma noted that, pursuant to a recent private placement, World Liberty Financial, Inc. (WLF) was granted rights to nominate two directors. Zachary Witkoff has been appointed Chairman of the Board and is WLF’s initial nominee. Eric Trump and Zachary Folkman have been designated as board observers, with Mr. Folkman’s appointment as a director pending shareholder approval in line with Nasdaq rules. Matt Morgan will act as a consultant to the company, performing duties similar to a Chief Investment Officer.
On Wednesday, the board adopted an amendment to the company’s bylaws, reducing the quorum requirement for shareholder meetings from a majority to one-third of outstanding shares.
ALT5 Sigma also disclosed that it was recently informed of a judgment rendered on May 7, 2025, by the Intermediate Court of Nyarugenge, Rwanda, against its subsidiary, ALT 5 Sigma Canada Inc., and its former principal, Andre Beauchesne. The court found them criminally liable for offenses including illicit enrichment and money laundering, ordered imprisonment of Mr. Beauchesne, imposed fines, confiscated approximately $3.5 million, and directed dissolution of the subsidiary. An appeal is pending with the High Court of Kigali, Rwanda.
The board has formed a special committee of independent directors to review the Rwanda judgment and related undisclosed matters, including potential misstatements or omissions in the company’s financial statements.
Additionally, ALT5 Sigma received a summons in a bankruptcy proceeding involving its former CFO, Virland Johnson, concerning restricted stock units awarded in 2023. The company disputes the allegations and intends to defend itself.
All information is based on a press release statement included in the company’s SEC filing.
In other recent news, ALT5 Sigma Corporation has entered into definitive agreements to raise approximately $1.5 billion through the issuance and sale of up to 200 million shares of common stock. This capital increase involves a registered direct offering and a concurrent private placement, with World Liberty Financial, Inc. participating as the lead investor in the private placement. Additionally, ALT5 Sigma has completed the integration of its ALT5 Prime FIX API with Fundamental Interaction’s trading technology, allowing broker-dealers and Alternative Trading Systems to access digital asset markets more efficiently. The company has also expressed support for the GENIUS Act, which establishes regulatory guidelines for stablecoin issuance and oversight in the U.S. CEO Peter Tassiopoulos described the act as providing a clear legal foundation for enterprises. Furthermore, ALT5 Sigma announced changes to its board of directors following the passing of longtime director Richard Butler. David Danziger has been appointed to the board to fill the vacancy. Lastly, ALT5 Sigma executives are scheduled to appear on CNBC’s "Squawk Box" to discuss the company’s treasury strategy and efforts in institutional-grade cryptocurrency payment solutions.
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