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Subsequent event | 3 Months Ended
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Mar. 29, 2025
Subsequent Events [Abstract] |
Subsequent event | Subsequent event The Company has evaluated subsequent events through the filing of this Form 10-Q, and determined that there have been no events that have occurred that would require adjustments to disclosures in its condensed consolidated financial statements other than as discussed below: Mswipe Transaction Effective on May 9, 2025, we and our 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 Share 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 is filed as an exhibit to this Quarterly Report as Exhibit 10.120 and Exhibit 10.121, respectively, (ii) the form of Common Stock Purchase Agreement, granted May 9, 2025 in connection with the Mwsipe transaction, a copy of which is filed as an exhibit to this Quarterly Report as Exhibit 10.122; and (iii) the form of the 14-month Straight Promissory Note issued in connection with the “Mswipe transaction”, dated May 9, 2025, a copy of which is filed as an exhibit to this Quarterly Report as Exhibit 10.123. Readers are encouraged to read those Exhibits in full for a more comprehensive understanding of the Mswipe transaction.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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