DEF 14A of AI Financial Corp
Filed Feb 3, 2026 · FY20240001493152-26-004893
ELECTION OF DIRECTORS (Proposal No. 1)
ELECTION OF DIRECTORS (Proposal No. 1) General Our property, affairs, and business are managed under the direction of our Board. A board of seven directors is to be elected at the Annual Meeting. Unless otherwise instructed, the proxy holders will vote the proxies received by them for our Board’s seven nominees. The term of office for each person elected as a director will continue until the next Annual Meeting of Stockholders and until a successor has been elected and qualified, or until such director is removed or resigns. All of the nominees named below are presently our directors, who have served continuously since the year indicated. All nominees have indicated a willingness to serve if elected. We know of no arrangements or understandings between a nominee and any other person pursuant to which the nominee has been selected as a director. All shares represented by proxies that have been properly executed and returned or properly voted will be voted for the election of all of the nominees named below, unless other instructions are indicated thereon. In the event any one or more of such nominees should for any reason not be able to serve as a director, the proxies will be voted for such other person or persons as may be designated by our Board. Required Vote Assuming that a quorum is present, the affirmative vote of the holders of a plurality of the votes cast at the Annual Meeting is required for the election of the director nominees, i.e., the six director nominees who receive the most votes will be elected. Our Board recommends voting “FOR” the election of each of the Director nominees as directors, each of whom shall hold office for a term of one year, expiring at the Annual Meeting in 2026, and until his successor is elected and qualified, or until his earlier death, resignation, or removal. Nominees for Election to our Board The names of the nominees are set forth in the table below. Following the table is certain information for at least the last five years regarding each nominee.
ELECTION OF DIRECTORS (Proposal No. 1)
| Name | Position with Company | Director Since | Age as of January 30, 2026 | | Zachary Witkoff | Chairman of the Board | 2025 | 32 | | Tony Isaac | Acting Chief Executive Officer, Director, and President | 2015 | 71 | | Zak Folkman | Director | 2015 | 40 | | Nael Hajjar | Director | 2018 | 41 | | John Bitar | Director | 2020 | 62 | | Dr. Adel Elmessiry | Director | 2026 | 54 | | Tim Stanley | Director | 2026 | 59 |
ELECTION OF DIRECTORS (Proposal No. 1)
Zachary Witkoff has been the Chairman of our Board since August 2025. He is a Co-founder and Chief Executive Officer of World Liberty Financial, Inc. (“WLFI”), where he has been instrumental in building the USD1 stablecoin. Mr. Witkoff has served as President of Witkoff Capital, a privately-held, global family office and investment firm headquartered in Miami, since January 2020. Mr. Witkoff graduated magna cum laude from the University of Miami’s Herbert Business School and earned his Bachelor of Business Administration with a focus on finance and economics. We believe that Mr. Witkoff brings to our Board significant business experience, especially with respect to crypto currency and the current direction of the Company. Tony Isaac has been one of our directors since May 2015, served as our President since May 2015, and served as our Chief Executive Officer from May 2016 until August 2024 and as our acting Chief Executive Officer from November 21, 2025; he also became our Corporate Secretary in 2021. He served as our Interim Chief Executive Officer from February 2016 until May 2016. Mr. Isaac has served as Financial Planning and Strategist/Economist of Live Ventures Incorporated (“Live Ventures”) (Nasdaq:LIVE), a holding company for diversified businesses, since July 2012. He is the Chairman and Co-Founder of Isaac Organization, a privately held investment company. Mr. Isaac has invested in various companies, both private and public from 1980 to present. Mr. Isaac’s specialty is negotiation and problem-solving of complex real estate and business transactions. Mr. Isaac has served as a director of Live Ventures since December 2011. Mr. Isaac graduated from Ottawa University in 1981, where he majored in Commerce and Business Administration and Economics. We believe that Mr. Isaac brings to our Board significant investment and financial expertise and public board experience. John Bitar has been one of our directors since January 2020. Since 2012, Mr. Bitar has been providing consulting services to companies and clients on business and legal strategies, management, operations, and cost controls. From 2007 to 2012, Mr. Bitar co-founded and was Managing Partner of a worker’s compensation law firm. Mr. Bitar has been an attorney admitted to the California State Bar since 1999. Mr. Bitar graduated from the University of Southern California in 1996 and earned his Juris Doctorate Degree in 1999 from University of the Pacific, McGeorge School of Law. We believe that Mr. Bitar brings to our Board significant business experience and brings operational expertise. Zak Folkman has been one of our directors since August 2025. Mr. Folkman is a Co-founder of WLFI and has served as a director since its inception in September 2024. From 2019 to the present, Mr. Folkman has served as Managing Director of Axiom Management Group. Mr. Folkman graduated from New York Law School in 2010 and has been involved in the digital asset space since 2016. We believe that Mr. Folkman brings to our Board significant business experience, especially with respect to crypto currency and the current direction of the Company. Nael Hajjar has been one of our directors since August 2018. Mr. Hajjar is an economist, data analyst, and certified Project Management Professional, with extensive experience in public opinion research, information management, and national accounting. He was previously the Unit Head for the Annual Wholesale Trade Survey in Statistics Canada’s Manufacturing and Wholesale Trade Division. From March 2011 through May 2016, Mr. Hajjar was a Senior Analyst — Economist of Statistics Canada’s Producer Prices Division, where he developed Canada’s first ever Investment Banking Services Price Index while leading the development of a variety of Financial Services Price Index development projects. Mr. Hajjar holds a Bachelor of Social Science, Honors in Economics (2006), and Bachelor of Commerce, Option in Finance (2008), both from the University of Ottawa. We believe that Mr. Hajjar brings to our Board extensive experience in research and analysis of financial statistics, economics, and business practices in a variety of industries, including manufacturing, logging, Wholesale Trade, and financial services. Dr. Adel Elmessiry has been one of our directors since January of 2026. Since August of 2020, when he co-founded AlphaFin, a financial technology company focused on decentralized and blockchain-powered financial systems, Dr. Elmessiry has served as its President and Chief Technology Officer. From August of 2020 to March of 2021, he also served as its Chief Executive Officer, where, in all of those roles, he helped establish the company’s strategic and technical foundations. Since January 2025, Dr. Elmessiry has also served as Technical Co-Founder of Lussa, a technology venture based in the Nashville area. In addition, since January 2024, he has served as a Board Member of the Nashville Entrepreneur Center, a nonprofit organization supporting startup and entrepreneurial development. Dr. Elmessiry is the Founder of WebDBTech, a technology architecture and development firm, a role he has held continuously since 2000, providing advisory and development services across Web3, enterprise software, and data-driven systems. From June 2016 to October 2020, Dr. Elmessiry served as Chief Technology Officer of Utilize Health, where he led technology strategy, product development, cybersecurity initiatives, and HIPAA-compliant system architecture. His earlier executive experience includes serving as Associate Vice President at HealthTrust Purchasing Group from November 2014 to April 2016, following the acquisition of InVivoLink, where he had served as Chief Technology Officer. Dr. Elmessiry holds a Ph.D. in Computer Science and a Master’s degree in Computer Engineering from North Carolina State University. We believe Dr. Elmessiry’s experience in technology leadership, fintech, blockchain systems, and governance, together with his service on nonprofit and advisory boards, provides him with qualifications to serve as a director.
ELECTION OF DIRECTORS (Proposal No. 1)
Tim Stanley has been one of our directors since January 2026. Mr. Stanley brings more than three decades of senior executive leadership, public-company board experience, and strategic oversight across technology, healthcare, gaming, travel, and enterprise software industries. Mr. Stanley is the Founder and Managing Partner of Tekexecs LLC, an advisory and investment firm he founded in 2009. In 2016 he founded Carepoynt, LLC, a healthcare and wellness CRM and rewards platform, where, until 2025, he served as Chairman and Chief Executive Officer. Previously, Mr. Stanley served as Senior Vice President and Chief Experience Officer at Salesforce, Inc. from 2010-2014, where he led enterprise strategy, innovation initiatives, and CXO advisory programs supporting large-scale global customers and materially contributing to significant enterprise revenue growth. Prior to Salesforce, he served as Senior Vice President of Innovation, Gaming, and Technology at Caesars Entertainment, Inc., where he led technology, CRM, and innovation functions and played a key role in the company’s public-company operations and subsequent $30 billion privatization transaction. Earlier in his career, Mr. Stanley was a founding executive at JetBlue Airways Corporation, served in senior roles at Intel Corporation and Kimberly-Clark Corporation, and began his career as an officer in the United States Air Force. Mr. Stanley has extensive public-company board experience, having served on the boards of Support.com, Inc. (NASDAQ:SPRT) from 2016 to 2018 and Multimedia Games Holding Company (NASDAQ: MGAM) from 2009 to 2014, where he was a member of the audit committee and other key committees. He has also served as a director, advisor, or investor to numerous private and venture-backed companies across the technology, healthcare, and fintech sectors. Mr. Stanley holds an MBA in International Business and Management of Technology from the Thunderbird School of Global Management at Arizona State University and a Bachelor of Science in Engineering from the University of Washington. He has completed the Board of Directors College at Stanford University Law School and the Innovation, Entrepreneurship, and Business Development Executive Program at the Stanford University Graduate School of Business and has served as Course Creator, Lecturer, and Speaker for the MBA/Executive Education/Innovation Program at the University of California, Irvine’s Merage School of Business, among other institutions. We believe Mr. Stanley is qualified to serve as a director and as Chair of the Audit Committee due to his extensive public-company board experience, operational leadership at large-scale enterprises, familiarity with financial reporting and internal controls, and background overseeing complex technology-driven organizations. Director Independence There are no family relationships among any of the directors or executive officers of the Company. During fiscal 2025, the composition of our Board changed as a result of director departures and appointments, including the passing of Mr. Richard Butler, the appointment of Mr. David Danziger in July 2025, and Mr. Danziger’s resignation in November 2025. Of the current directors, Messrs. Bitar, Hajjar, and Terpin and Dr. Elmessiry are “independent” directors, as defined under the rules of The Nasdaq Stock Market (“Nasdaq”), and have each been determined by our Board to satisfy the applicable Nasdaq independence requirements. As a result of the director departures described above and subsequent changes in Board composition, our Board did not consist of a majority of independent directors as required by Nasdaq Listing Rule 5605(b); however, due to the recent appointments of Dr. Elmessiry and Mr. Stanley, the Company has regained compliance with the Nasdaq majority-independence requirement within the applicable cure period. Board Leadership Structure and Role in Risk Oversight Zachary Witkoff serves as Chairman of our Board. Mr. Witkoff became Chairman during fiscal 2025 following changes in Board composition. Currently, our Board does not have a Lead Independent Director. Although our Board reserves the right to make changes in the future, it believes that the current structure, as described in this Proxy Statement, is appropriate at this time given the size and experience of our Board, as well as the background and experience of management. It is management’s responsibility to manage risk and bring to the attention of our Board the most material risks affecting the Company. Our Board, including through committees of our Board comprised solely of independent directors or directors who otherwise satisfy applicable Nasdaq and SEC requirements, regularly reviews various areas of significant risk to the Company, and advises and directs management on the scope and implementation of policies, strategic initiatives, and other actions designed to mitigate various types of risks. Specific examples of risks primarily overseen by our full Board include competition risks, industry risks, economic risks, liquidity risks, and business operations risks. Our Audit Committee reviews with management and the independent auditors significant financial risk exposures and the processes management has implemented to monitor, control, and report such exposures. Our Audit Committee also reviews and approves transactions with related persons. Our Compensation Committee (the “Compensation Committee”) reviews and evaluates potential risks related to the attraction and retention of talent, and risks related to the design of compensation programs established by our Compensation Committee for our executive officers. Actions and Committees of our Board In fiscal 2025, our Board met 19 times and took action by unanimous written consent 11 times. In fiscal year 2025, our Board had three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. The Audit Committee met seven times during fiscal 2025. Our Compensation Committee met two during fiscal 2025 and did not take action by unanimous written consent. Our Nominating and Corporate Governance Committee did not hold a formal meeting during fiscal 2025 but did take action by unanimous written consent. Our Board currently has no other standing committees; however, the Board may establish additional committees or reconstitute existing committees as Board composition evolves. During fiscal 2025, the Board established a special committee consisting only of independent directors, which special committee met seven times. During fiscal 2025, the Board also established a one-time finance committee consisting of directors disinterested from a potential transaction, which finance committee met one time. Each person who served as a director during fiscal 2025 attended at least 75% of the meetings of our Board and of the committees on which the director then served. It is our policy that all directors should attend the Annual Meeting of Stockholders. With the exception of the late Mr. Butler, the members of our Board who were in place at the time of our 2024 Annual Meeting of Stockholders attended that Annual Meeting. Audit Committee
ELECTION OF DIRECTORS (Proposal No. 1)
The Audit Committee (the “Audit Committee”) of our Board is comprised entirely of non-employee directors. During fiscal 2025, the members of our Audit Committee included Messrs. Butler (Chair), Bitar, and Hajjar. Following Mr. Butler’s passing and subsequent Board changes, Mr. David Danziger served as Chair of the Audit Committee from July 2025 until his resignation in November 2025. As of the date of this Proxy Statement, the Audit Committee consists of Messrs. Stanley (chair), Bitar, and Hajjar. Each individual who served on the Audit Committee was an “independent” director as defined under Nasdaq rules during his service on that Committee. Our Audit Committee is responsible for selecting and approving our independent auditors, for relations with the independent auditors, for review of internal auditing functions (whether formal or informal) and internal controls, and for review of financial reporting policies to assure full disclosure of financial condition. Our Audit Committee operates under a written charter adopted by our Board, which is posted on our website at https://www.alt5sigma.com under the caption “Investors — Governance — Governance Documents.” Our Audit Committee operates under a written charter adopted by our Board, which is posted on our website at https://www.alt5sigma.com under the caption “Investors — Governance — Governance Documents.” On December 3, 2025, the Company received a notice from Nasdaq, notifying the Company that, as a result of the resignation of certain directors, the Company was not in compliance with the requirements under Nasdaq Listing Rule 5605 (the “Corporate Governance Requirements”), specifically Nasdaq Listing Rule 5605(c), which requires, among other things, that the Company have an Audit Committee that has at least three members, each of whom must (i) be an independent, (ii) meet the criteria for independence set forth in Rule 10A-3(b)(1) under the Exchange Act, (iii) not have participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years, and (iv) be able to read and understand fundamental financial statements. Additionally, the Corporate Governance Requirements provide that at least one member of the Audit Committee must have had past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. In accordance with the Corporate Governance Requirements, the Company is entitled to a cure period to regain compliance, which cure period will expire at the earlier of its next annual meeting of stockholders (February 27, 2026) or November 25, 2026. The Company’s appointment of Tim Stanley as a director and to the Audit Committee in January 2026 resulted in the Company regaining compliance with such Nasdaq requirement. Compensation Committee The Compensation Committee (the “Compensation Committee”) of our Board is comprised entirely of non-employee directors. During fiscal 2025, the members of our Compensation Committee included Messrs. Butler (Chair) and Hajjar. Following Mr. Butler’s passing, the Compensation Committee consisted of Messrs. Hajjar and Bitar and, for a portion of the year, Mr. Danziger. Each such member was an “independent” director as defined under Nasdaq rules. Our Compensation Committee is responsible for review and approval of officer salaries and other compensation and benefits programs and determination of officer bonuses. Annual compensation for our executive officers, other than our Chief Executive Officer, is recommended by our Chief Executive Officer and approved by our Compensation Committee. The annual compensation for our Chief Executive Officer is recommended by our Compensation Committee and formally approved by our full Board. Our Compensation Committee may approve grants of equity awards under our stock compensation plans. Our Compensation Committee operates under a written charter adopted by our Board in March 2011, which is posted on our website at https://www.alt5sigma.com under the caption “Investors — Governance — Governance Documents.” In the performance of its duties, our Compensation Committee may select independent compensation consultants to advise the committee when appropriate. No compensation consultant played a role in the executive officer and director compensation for fiscal 2024 or fiscal 2025. In addition, our Compensation Committee may delegate authority to subcommittees where appropriate. Our Compensation Committee may separately meet with management if deemed necessary and appropriate. Governance Committee The Nominating and Corporate Governance Committee (our “Governance Committee”) is comprised entirely of non-employee directors. During fiscal 2025, the members of our Governance Committee included Messrs. Butler and Bitar and, for a portion of the year, Mr. Danziger. Following Mr. Butler’s passing and Mr. Danziger’s resignation, the Governance Committee consists of Messrs. Bitar and Hajjar. The primary purpose of our Governance Committee is to ensure an appropriate and effective role for our Board in our governance. The principal recurring duties and responsibilities of our Governance Committee include (i) making recommendations to our Board regarding the size and composition of our Board, (ii) identifying and recommending to our Board candidates for election as directors, (iii) reviewing our Board’s committee structure, composition, and membership and recommending to our Board candidates for appointment as members of our Board’s standing committees, (iv) reviewing and recommending to our Board corporate governance policies and procedures, (v) reviewing our Code of Business Ethics and Conduct and compliance therewith, and (vi) ensuring that emergency succession planning occurs for the positions of Chief Executive Officer, other key management positions, our Board chairperson and Board members. Our Governance Committee operates under a written charter adopted by our Board, which is posted on our website at https://www.alt5sigma.com under the caption “Investors — Governance — Governance Documents.” Our Governance Committee will consider director candidates recommended by stockholders. The criteria applied by our Governance Committee in the selection of director candidates is the same whether the candidate was recommended by a Board member, an executive officer, a stockholder, or a third party, and, accordingly, our Governance Committee has not deemed it necessary to adopt a formal policy regarding consideration of candidates recommended by stockholders. Stockholders wishing to recommend candidates for Board membership should submit the recommendations in writing to our Secretary.
ELECTION OF DIRECTORS (Proposal No. 1)
Our Governance Committee identifies director candidates primarily by considering recommendations made by directors, management, and stockholders. Our Governance Committee also has the authority to retain third parties to identify and evaluate director candidates and to approve any associated fees or expenses. Board candidates are evaluated on the basis of a number of factors, including the candidate’s background, skills, judgment, diversity, experience with companies of comparable complexity and size, the interplay of the candidate’s experience with the experience of other Board members, the candidate’s independence or lack of independence, and the candidate’s qualifications for committee membership. Our Governance Committee does not assign any particular weighting or priority to any of these factors and considers each director candidate in the context of the current needs of our Board as a whole. Director candidates recommended by stockholders are evaluated in the same manner as candidates recommended by other persons. Review, Approval, or Ratification of Transactions with Related Persons Our Audit Committee is responsible for the review and approval of all transactions in which we were or are to be a participant and in which any of our executive officers, directors, or director nominees, or any immediate family member of any such person (“related persons”) have or will have a material interest. In addition, all, if any, transactions with related persons that come within the disclosures required by Item 404 of the SEC’s Regulation S-K must also be approved by our Audit Committee. The policies and procedures regarding the approval of all such transactions with related persons have been approved at a meeting of our Audit Committee and are evidenced in our corporate records. Each member of our Audit Committee is an “independent” director as defined under Nasdaq rules. Code of Ethics Our Audit Committee has adopted a code of ethics applicable to our directors and officers (including our Chief Executive Officer, President, and Chief Financial Officer) and other of our senior executives and employees in accordance with applicable rules and regulations of Nasdaq and the SEC. A copy of the code of ethics may be obtained upon request, without charge, by addressing a request to Corporate Secretary, ALT5 Sigma Corporation, 8548 Rozita Lee Avenue, Suite 305, Las Vegas, Nevada 89113. The code of ethics is also posted on our website at https://www.alt5sigma.com under “Investors — Governance — Governance Documents.” We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding any amendment to, or waiver from, a provision of the code of ethics by posting such information on our website at the address and location specified above and, to the extent required by the listing standards of The Nasdaq Capital Market, by filing a Current Report on Form 8-K with the SEC disclosing such information. Board Contact Information If you would like to contact our Board or any committee of our Board, you can send an email to board@alt5sigma.com, or write to ALT5 Sigma Corporation, c/o Corporate Secretary, 8548 Rozita Lee Avenue, Suite 305, Las Vegas, Nevada 89113. All communications will be compiled by the Secretary of the Company and submitted to our Board or the applicable committee or director on a periodic basis. OFFICERS Set forth below is certain information regarding our current Chief Financial Officer as of January 30, 2026. Our other c-suite officer is Mr. Isaac, whose biographical information is presented under “Nominees for Election to our Board.”
ELECTION OF DIRECTORS (Proposal No. 1)
| Steven M. Plumb | Mr. Plumb, who is 66 years old, is an experienced Certified Public Accountant. Since 2001, he has served as the owner and president of Clear Financial Solutions, a consulting firm that provides interim Chief Financial Officer services to small public companies. In this capacity he has prepared SEC filings, managed investor relations, raised capital, conducted mergers and acquisitions activities, and developed successful offering memoranda, registration statements, and investor presentations. In that context, Mr. Plumb served as Chief Financial Officer of (i) Driveitaway Holdings, Inc. (OTC:DWAY) (since April 2024), (ii) Prophase Labs, Inc. (NASDAQ:PRPH) (from August 2025 until November 2025), (iii) A Game Beverages, Inc. (from September 2023 to November 2024), (iv) Endexx Corp. (OTC:EDXC) (from August 2022 to June 2024), (v) Gaming Technologies, Inc. (OTC:GMGT) (from October 2020 to July 2023), and (vi) Directview Holdings, Inc. (OTC:DIRV) (from January 2020 to March 2023). Mr. Plumb is a former auditor with PricewaterhouseCoopers and KPMG. Mr. Plumb has a Bachelor of Business Administration degree from the University of Texas at Austin, Austin, Texas. |
EXECUTIVE COMPENSATION
| Year | PEO | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEO’s | Average Compensation Actually Paid to Non-PEO NEO’s | Value of Initial $100 Investment Based on Total Stockholder Return | Net Income (in $000’s) | | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | | 2024 | Peter Tassiopolis | $1,068,000 | $140,000 | $394,076 | $394,076 | $794.46 | $(6,245) | | 2024 | Tony Isaac | $700,459 | $900,459 | $394,076 | $394,076 | $794.46 | $(6,245) | | 2023 | Tony Isaac | $817,709 | $617,709(a) | $349,346 | $224,346(b) | $40.88(c) | $(7,812) | | 2022 | Tony Isaac | $625,324 | $625,324 | $250,324 | $250,324 | $33.50(d) | $10,992 |
EXECUTIVE COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($) | Stock Award ($) (1) | All Other Compensation ($) | Total ($) | | John Bitar | 18,000 | — | | — | 18,000 | | Richard D. Butler, Jr. | 30,000 | — | | — | 30,000 | | Nael Hajjar | 14,400 | — | | — | 14,400 | | Ron Pitters | — | — | 50,000 | — | 100,000 |