Mergers & Acquisitions

AI Financial Reports Sale of ALT 5 Sigma Canada to Prime Delta

AI Financial Corporation reported completing the sale of its indirect wholly owned Canadian subsidiary to Prime Delta Corp. in exchange for a secured promissory note and restricted common shares.

By Carter Hayes · August 10, 2026

Completed sale of Canadian subsidiary

AI Financial Corporation reported that it sold ALT 5 Sigma Canada, Inc., an indirect wholly owned subsidiary incorporated in Quebec, to Prime Delta Corp., a Delaware corporation, on August 3, 2026.

The company described the consideration as a secured promissory note with an initial principal balance of $12 million and 11,551,750 restricted shares of Prime Delta common stock. The filing identifies the shares as having a par value of $0.0001 per share and says they were issued under an exemption from registration under the Securities Act of 1933.

In its Form 8-K, AI Financial also incorporated this transaction disclosure into the item covering completion of an acquisition or disposition of assets.

Note includes financing-linked repayment terms

The filing says that the balance of the note, after the initial scheduled principal payment, is due in an amount equivalent to 20% of Prime Delta’s post-closing equity financings. It also provides for four equal annual installments commencing on August 3, 2027.

Prime Delta may prepay outstanding principal in whole or in part without penalty, provided it concurrently pays accrued and unpaid interest on the principal amount being prepaid.

The note requires monthly interest payments on unpaid principal beginning August 10, 2026.

Assets and guarantees support the obligation

AI Financial said the promissory note is secured by all of Prime Delta’s assets.

The company also reported receiving three third-party personal or entity guarantees of Prime Delta’s obligations under the note.

The filing does not identify the guarantors in the disclosure provided.