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Alpha Modus Completes Previously Announced Conversion of Series C Preferred Stock, Further Simplifying Capital Structure and Aligning Shareholder Interests

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Alpha Modus (NASDAQ: AMOD) completed the previously announced conversion of about 3.87 million Series C preferred shares, held by an Alessi family trust, into common stock. This equals roughly 90% of outstanding Series C Preferred Stock, simplifying the capital structure and reducing mezzanine equity while supporting plans to regain Nasdaq listing compliance and align insider and common shareholder interests.

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AI-generated analysis. Not financial advice.

Positive

  • Conversion of about 3.87 million Series C preferred shares into common stock
  • Elimination of roughly 90% of outstanding Series C Preferred Stock
  • Reduction of mezzanine equity on the balance sheet
  • Greater alignment of Alessi family trusts with common shareholders
  • Supports plan to regain compliance with Nasdaq listing standards

Negative

  • Company is still only supporting its plan to regain Nasdaq compliance, not yet stating compliance achieved

Key Figures

Series C converted: 3,870,000 shares Common issued in exchange: 109,588,265 shares 2025 operating loss: $5,244,188 +5 more
8 metrics
Series C converted 3,870,000 shares Series C Preferred Stock exchanged per PRE 14C on 2026-04-14
Common issued in exchange 109,588,265 shares Class A Common Stock issued for Series C conversion
2025 operating loss $5,244,188 Operating loss disclosed in 2025 Form 10-K
2025 cash used in operations $3,210,182 Net cash used in operations during 2025
Reverse split range 1-for-10 to 1-for-100 Board-authorized reverse stock split range in PRE 14C
ATM program size $3,500,000 At-the-market offering via H.C. Wainwright & Co.
Shelf registration size $250,000,000 Registered Class A common stock, warrants and units under Form S-3
Reverse split approval stake 59.7% Voting power approving reverse stock split by written consent

Market Reality Check

Price: $0.2115 Vol: Volume 391,661 is at 0.51...
low vol
$0.2115 Last Close
Volume Volume 391,661 is at 0.51x the 20-day average of 761,629, indicating subdued trading ahead of this news. low
Technical Shares closed at 0.21155, trading below the 200-day MA of 0.7 and near the 52-week low of 0.1914 (vs. high 2.6).

Peers on Argus

AMOD was down 4.76% while momentum peers like AIFF and NTCL were moving up, and ...
2 Up

AMOD was down 4.76% while momentum peers like AIFF and NTCL were moving up, and broader peers showed mixed single-day moves. This points to stock-specific dynamics rather than a sector-wide shift.

Historical Context

5 past events · Latest: Jun 01 (Positive)
Pattern 5 events
Date Event Sentiment Move Catalyst
Jun 01 Transit card benefit Positive +0.6% Alpha Cash cardholders gain monthly $2.50 transit credit in 11 U.S. cities.
May 27 AI platform launch Positive -0.7% Introduction of ARIA enterprise AI platform built on Anthropic’s Claude Sonnet 4.6.
May 20 Android app launch Positive -4.1% Alpha Cash app becomes available on Google Play, completing dual-platform coverage.
May 18 Fintech app launch Positive +1.9% Nationwide launch of Alpha Cash fintech platform targeting underserved U.S. consumers.
May 15 Patent settlement Positive -4.0% Confidential settlement resolves patent infringement case with Adroit Worldwide Media.
Pattern Detected

Recent news has generally been operationally positive, but price reactions have skewed negative or mixed, with more divergences than alignments to upbeat headlines.

Recent Company History

Over the last few months, Alpha Modus announced multiple growth and platform milestones. Launches and expansions of Alpha Cash across iOS, Android, and transit rewards occurred between May 18 and June 1, 2026, alongside the unveiling of the ARIA enterprise AI platform backed by 12 U.S. patents. A patent settlement with Adroit Worldwide Media on May 15, 2026 further advanced IP monetization. Despite these updates, share reactions often diverged from the seemingly positive operational narrative, similar to today’s capital-structure news.

Regulatory & Risk Context

Active S-3 Shelf · $250,000,000
Shelf Active
Active S-3 Shelf Registration 2026-01-07
$250,000,000 registered capacity

An effective Form S-3 shelf filed on 2026-01-07 registers up to $250,000,000 of Class A common stock, warrants and/or units, including an at-the-market program of up to $3,500,000. The shelf and ATM, combined with going-concern disclosures and highlighted potential dilution from future equity issuances, underscore ongoing capital-raising flexibility and related dilution risk.

Market Pulse Summary

This announcement details completion of the previously approved conversion of approximately 3.87 mil...
Analysis

This announcement details completion of the previously approved conversion of approximately 3.87 million Series C Preferred shares, representing about 90% of that class, into common stock. It advances Alpha Modus’s stated plan to simplify its capital structure, reduce mezzanine equity and pursue Nasdaq compliance. In context of recent PRE 14C approvals, an active $250,000,000 shelf, and going-concern language, investors may monitor further balance-sheet moves alongside execution of Alpha Cash and ARIA initiatives.

Key Terms

series c preferred stock, mezzanine equity, nasdaq listing standards, common equity
4 terms
series c preferred stock financial
"conversion of approximately 3.87 million shares of Series C Preferred Stock held"
A Series C preferred stock is a specific class of ownership issued during a later funding round that gives holders priority over common shareholders for getting paid and receiving dividends, like having a reserved lane in traffic when money is distributed. It often includes agreed rights such as a fixed payout, protection against dilution, and the option to convert into common shares, so investors treat it as a mix of safety and upside potential.
mezzanine equity financial
"reducing mezzanine equity on the balance sheet, and supporting the Company's plan"
Mezzanine equity is a layer of financing that sits between bank loans and full ownership, combining elements of borrowed money and equity. It often gives lenders higher potential returns in exchange for taking more risk, sometimes with the option to convert into ownership or receive extra payments; think of it as a middle seat that pays more because it’s less secure than front-row debt. Investors watch it because it affects a company’s debt risk, potential dilution of ownership, and expected returns.
nasdaq listing standards regulatory
"regain compliance with Nasdaq listing standards"
Nasdaq listing standards are the set of rules a company must meet to be admitted to and remain on the Nasdaq stock market, covering financial thresholds (like minimum share price and earnings), reporting and disclosure, and board and governance practices. They matter to investors because meeting these standards signals a baseline of financial health and transparency, reduces the risk of sudden delisting, and helps ensure a market with enough buyers and sellers—like a safety checklist that keeps the trading venue orderly and trustworthy.
common equity financial
"conversion of legacy preferred securities into common equity, placing the overwhelming"
Common equity is the ownership stake represented by a company’s common shares; holders have voting rights, share in dividends and stock price gains, and are last in line to be paid if the company is wound up after creditors and preferred shareholders. It matters to investors because it defines control, potential upside and downside risk—think of it like the top layer of ownership that offers the biggest reward but also bears the biggest loss if things go wrong.

AI-generated analysis. Not financial advice.

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Conversion of approximately 90% of outstanding Series C Preferred Stock represents a significant milestone in the Company's plan to strengthen its balance sheet and regain compliance with Nasdaq listing standards.

CHARLOTTE, N.C., June 08, 2026 (GLOBE NEWSWIRE) -- Alpha Modus Holdings, Inc. (“Alpha Modus”) (NASDAQ: AMOD) (“Alpha Modus” or the “Company”), a leader in AI-driven retail technology and financial services infrastructure, today announced the completion of the previously disclosed conversion of approximately 3.87 million shares of Series C Preferred Stock held by one of the Alessi family trusts into shares of the Company's common stock.

The transaction, first announced by the Company in April 2026, represents the conversion of approximately 90% of the Company's outstanding Series C Preferred Stock and marks the successful execution of a key component of Alpha Modus' broader capital structure transformation strategy.

The conversion materially simplifies the Company's capital structure by eliminating the vast majority of its remaining legacy preferred equity, reducing mezzanine equity on the balance sheet, and supporting the Company's plan to regain compliance with Nasdaq listing standards.

"Earlier this year, we announced a plan to simplify our capital structure, strengthen our balance sheet and support our path to Nasdaq compliance. Today, we are executing that plan," said William Alessi, Chief Executive Officer of Alpha Modus.

Mr. Alessi continued, "This is not a financing event. It is the conversion of legacy preferred securities into common equity, placing the overwhelming majority of insider ownership alongside our shareholders in a single class of stock."

The Company believes the conversion strengthens its financial profile, further aligns one of its largest shareholder groups with common shareholders, and represents another meaningful step toward achieving its long-term strategic objectives.

"This action reflects confidence in the future of Alpha Modus," Alessi continued. "The Alessi family trusts have elected to transition their ownership into common equity because we believe in the long-term opportunity before us. Our success will be measured by the same outcomes that matter to every common shareholder."

The Company continues to execute on multiple strategic initiatives, including the expansion of Alpha Cash, advancement of its intellectual property licensing, and commercialization of its AI-driven retail technology platform ARIA the Adaptive Retail Intelligence Architecture.

About Alpha Modus Holdings, Inc.

Alpha Modus Holdings, Inc. ("Alpha Modus" or the "Company") (NASDAQ: AMOD) is a vertical AI company focused on real-time, in-store shopper engagement and attribution. Its patented "closed-loop" retail AI framework, Sense → Decide → Deliver → Attribute, enables brands and retailers to measure the full impact of digital content, physical interactions, and transaction outcomes. Through subsidiaries like Alpha Modus Financial Services, the company is actively deploying technologies that merge artificial intelligence, retail media, and financial access across the physical retail landscape.

www.alphamodus.com | Patent Portfolio | Press Room

Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Alpha Modus's actual results may differ from their expectations, estimates, and projections, and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements, but are not the exclusive means of identifying these statements. These forward-looking statements include, without limitation, Alpha Modus's expectations with respect to future performance.

Alpha Modus Holdings, Inc. ("Alpha Modus") cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Alpha Modus does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.

Investor Relations

Alpha Modus Holdings, Inc.

Email: ir@alphamodus.com

Website: www.alphamodus.com

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FAQ

What did Alpha Modus (NASDAQ: AMOD) announce on June 8, 2026 about its Series C Preferred Stock?

Alpha Modus completed converting about 3.87 million Series C preferred shares into common stock. According to Alpha Modus, this represents roughly 90% of outstanding Series C Preferred Stock and is part of a broader capital structure transformation strategy.

How does the Series C Preferred Stock conversion affect Alpha Modus shareholders (AMOD)?

The conversion moves most insider ownership into common equity, aligning interests with common shareholders. According to Alpha Modus, it simplifies the capital structure, reduces mezzanine equity, and is intended to support long-term strategic objectives and Nasdaq compliance efforts.

Why did Alpha Modus say the June 2026 Series C conversion is not a financing event?

Alpha Modus described the transaction as a conversion of legacy preferred securities into common equity, not new capital raising. According to Alpha Modus, the move focuses on capital structure simplification and ownership alignment rather than bringing in additional funding.

How does the Alpha Modus Series C conversion relate to Nasdaq listing standards for AMOD?

The company views the conversion as supporting its plan to regain Nasdaq listing compliance. According to Alpha Modus, simplifying the capital structure and reducing mezzanine equity are key elements in strengthening the balance sheet toward that objective.

What role do the Alessi family trusts play in Alpha Modus’ new capital structure?

An Alessi family trust converted its Series C preferred holdings into common stock, becoming a major common shareholder group. According to Alpha Modus, this transition aligns the trusts’ outcomes with those of all common shareholders in a single class of stock.

What strategic initiatives is Alpha Modus (AMOD) pursuing alongside the Series C conversion?

Alpha Modus continues expanding Alpha Cash, advancing intellectual property licensing, and commercializing its ARIA AI-driven retail technology platform. According to Alpha Modus, the capital structure changes support these long-term strategic initiatives and its broader growth plans.