AI Financial Sells ALT5 Sigma for $12M Note; $1M Due Aug. 11

AI Financial completed a sale of its indirect, wholly owned subsidiary ALT5 Sigma Canada in early August in exchange for a $12 million secured promissory note and 11,551,750 restricted Prime Delta shares. Under the disclosed agreement, Prime Delta must pay $1 million of principal on Aug. 11. Transferability of 3,583,585,650 World Liberty Financial (WLFI) tokens is conditional on the effectiveness of a resale registration statement and could occur on Aug. 12 if that condition is met.

The promissory note calls for the remaining $11 million to be paid from 20% of Prime Delta’s post-closing equity financings. If those proceeds do not retire the balance, four annual installments of $2.75 million each will begin on Aug. 3, 2027. The note carries 4% annual interest, is secured by Prime Delta’s assets and is guaranteed by three third parties. AI Financial did not receive cash at closing beyond the near-term $1 million claim; the Prime Delta shares it received are restricted and not immediately tradable.

ALT5 Sigma Canada reported $23.5 million in revenue and a $3.3 million net loss for 2025. In 2024 the unit generated $15.5 million of revenue and a $600,000 profit. The transaction replaced an operating business with deferred consideration structured as a secured note and restricted equity.

AI Financial reported liquidity and operating challenges in its May 18 quarterly filing for the period ended March 28. The company reported $10.5 million in cash, $12.3 million of operating cash use for the period, a $271.3 million loss from continuing operations, a working-capital deficit and substantial doubt about its ability to continue as a going concern.

On June 10 management indicated that 3,583,585,650 WLFI tokens could become transferable on Aug. 12 if a resale registration statement covering shares issued to World Liberty Financial and shares underlying warrants becomes effective. Company filings caution that token transferability would create an option to sell but would not itself produce cash and that availability should not be read as an intention to sell. AI Financial’s May 18 report noted the company had not yet filed the required resale registration statement, and SEC submissions available through Aug. 8 show no public filing that made the condition effective.

The immediate liquidity test for AI Financial is whether Prime Delta makes the $1 million payment due Aug. 11. If that payment is made, remaining liquidity will depend on Prime Delta’s future equity financings, scheduled installments under the note or on any WLFI transferability that becomes effective.