CEO Shareholder Letter: Alpha Modus Positions Itself as a Consumer-Facing IP Linchpin in AI-Enabled Physical Retail

Rhea-AI Summary

Alpha Modus (NASDAQ: AMOD) CEO William Alessi outlines a consumer‑facing IP and deployment strategy in a Feb 5, 2026 shareholder letter. Key facts: 23 IP enforcement actions filed with 5 favorable resolutions, a pilot for Alpha Cash beginning Q1 2026, and a filed $250 million S-3 to preserve capital optionality.

The company emphasizes cap‑table preservation after de‑SPAC, consumer‑centric patents for physical retail, planned escalation of enforcement against larger market participants, and stated readiness to scale deployments with national retail partners.

Positive

• Filed 23 IP enforcement actions, with 5 favorable resolutions
• Filed a $250 million S-3 to preserve capital optionality
• Alpha Cash pilot scheduled to begin in Q1 2026 with national retail partners

Negative

• Company reports a modest cash balance despite claiming structural funding
• Alpha Cash is at pilot stage, so large‑scale revenue impact remains unproven

News Market Reaction

-8.83%

27 alerts

-8.83% News Effect

+4.1% Peak Tracked

-22.7% Trough Tracked

-$5M Valuation Impact

$48M Market Cap

0.5x Rel. Volume

On the day this news was published, AMOD declined 8.83%, reflecting a notable negative market reaction. Argus tracked a peak move of +4.1% during that session. Argus tracked a trough of -22.7% from its starting point during tracking. Our momentum scanner triggered 27 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $5M from the company's valuation, bringing the market cap to $48M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

IP enforcement actions: 23 actions Resolved IP cases: 5 cases Shelf registration size: $250,000,000 +5 more

8 metrics

IP enforcement actions 23 actions Filed since becoming public

Resolved IP cases 5 cases Favorable resolutions since listing

Shelf registration size $250,000,000 Form S-3 shelf for Class A stock, warrants and units

ATM program size $3,500,000 Common stock at-the-market offering under 424B3

Shares outstanding 41,959,958 shares Common stock outstanding as of Jan 2, 2026

Potential new ATM shares 7,575,757 shares Illustrative issuance at $0.462 per share

Haase‑Dubosc note $400,000 Note with 363,636 related warrants

AIFirst note $250,000 Note with 1,000,000 related warrants

Market Reality Check

Price: $0.8026 Vol: Volume 915,783 is light a...

low vol

$0.8026 Last Close

Volume Volume 915,783 is light at 0.17x its 20-day average of 5,409,763 ahead of this shareholder letter. low

Technical AMOD trades below its 200-day MA, with price at $1.01 vs. 200-day MA of $1.05, and sits 83.22% under its 52-week high.

Peers on Argus

AMOD was down 0.97% pre-news while peers showed mixed momentum: BMR up 6.21%, NT...

2 Up 1 Down

AMOD was down 0.97% pre-news while peers showed mixed momentum: BMR up 6.21%, NTCL up 8.25%, and CYN down 5.04%, indicating stock-specific dynamics rather than a unified sector move.

Previous AI Reports

5 past events · Latest: Dec 03 (Neutral)

Same Type 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 03	AI IP lawsuit	Neutral	+1.3%	Filed patent infringement lawsuit against H&M over in-store AI systems.
Nov 24	AI enforcement actions	Neutral	-5.0%	Filed coordinated patent enforcement actions against V-Count and Stratacache.
Nov 14	AI enforcement update	Neutral	+2.1%	Escalated AI-retail enforcement campaign with a new lawsuit to expand dominance.
Nov 12	Amended AI complaint	Neutral	-1.0%	Filed amended patent complaint against Kroger, expanding to nine AI retail patents.
Nov 10	AI license deal	Positive	+0.9%	Signed patent license and authorized reseller deal with U.S. tech integrator.

Recent Company History

Recent AI-tagged news for AMOD has centered on enforcing and commercializing its AI retail-intelligence IP. Since Nov–Dec 2025 the company has filed multiple patent suits, expanded actions against retail-technology players, and secured at least one patent license plus an authorized reseller agreement. Price reactions to these AI updates have been mixed, with individual moves ranging from roughly flat to several percentage points in either direction and an average move of about -0.35% across the five events.

Historical Comparison

AI

-0.3 %

Average Historical Move

Historical Analysis

Over the last five AI-tagged announcements, AMOD’s average 24-hour move was -0.35%. This shareholder letter continues the AI retail IP and enforcement storyline rather than marking a new strategic departure.

Typical Pattern

AI-tagged history shows a progression from initial patent enforcement lawsuits through expanded multi-defendant actions, then into licensing and reseller agreements, framing today’s letter as a consolidation of that IP-centric AI retail strategy.

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 dated 2026-01-07 allows AMOD to offer up to $250,000,000 of Class A common stock, warrants and/or units, including up to $3,500,000 via an at-the-market program. Company filings highlight going concern risks, thin trading and potential dilution from future equity issuances, so this shelf materially expands capital-raising flexibility while also formalizing capacity for additional issuance.

Market Pulse Summary

The stock moved -8.8% in the session following this news. A negative reaction despite the confident ...

Analysis

The stock moved -8.8% in the session following this news. A negative reaction despite the confident tone of the shareholder letter would fit a pattern where AI-related announcements have averaged only a -0.35% move over five prior events. The S-3 shelf for up to $250,000,000 and the $3,500,000 ATM, alongside going concern language in filings, highlight capital-raising and dilution risks that could outweigh strategic messaging for traders and contribute to downside pressure.

Key Terms

pipe, variable-price convertibles, s-3 registration statement, shelf registration, +4 more

8 terms

pipe financial

"many post-SPAC companies turned to deeply discounted PIPEs with toxic warrant coverage"

A "pipe" is a planned series of financial transactions or projects that companies intend to carry out over time, often involving the raising of funds or development of new assets. It matters to investors because it provides a clear picture of a company's future growth plans and potential revenue, helping them assess the company's upcoming opportunities and overall stability. Think of it as a detailed roadmap guiding a company's future steps.

variable-price convertibles financial

"PIPEs with toxic warrant coverage, variable-price convertibles, or other structurally coercive"

A variable-price convertible is a debt security that can be turned into a company’s shares, where the number of shares or the conversion price adjusts based on the stock’s price or a preset formula. For investors it combines steady income from a bond with potential upside from the stock while reducing the risk of unfavorable conversions or sudden dilution, so it changes how you evaluate yield, potential gain, and ownership compared with a fixed conversion convertible.

s-3 registration statement regulatory

"The recently filed $250 million S-3 registration statement should materially enhance"

A s-3 registration statement is a streamlined filing with U.S. securities regulators that lets established public companies pre-clear certain types of securities offerings so they can sell stock or debt quickly when needed. Think of it like a pre-approved credit line: it doesn’t mean an offering will happen, but it gives management flexibility to raise money fast, which can affect share supply, investor dilution and liquidity.

shelf registration regulatory

"has filed a shelf registration to offer and sell up to $250,000,000 of Class A common stock"

Shelf registration is when a company gets permission ahead of time to sell new stocks or bonds over a period of time instead of all at once. It matters to investors because it lets a company raise money quickly when needed, but it can also change the value of existing shares if many new ones are sold.

at-the-market offering financial

"launching an at-the-market offering of its common stock of up to $3,500,000"

An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.

warrants financial

"Class A common stock, warrants and/or units, including up to $3,500,000 of common stock"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

going concern financial

"The auditor’s report ... includes a going concern qualification citing lack of current revenues"

A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.

series c preferred stock financial

"transactions ... involving Series C Preferred Stock (transaction code G)"

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.

AI-generated analysis. Not financial advice.

CORNELIUS, N.C., Feb. 05, 2026 (GLOBE NEWSWIRE) -- The CEO and Founder, William Alessi, of Alpha Modus Holdings, Inc. (“Alpha Modus”) (NASDAQ: AMOD), provides an open letter to shareholders.

Highlights:

• Avoidance of toxic 3^rd party post-SPAC financing: Cap table preservation
• Consumer-facing IP litigation: Enforcement proven, scaleup expected
• Alpha Cash: Foundation built, pilot in underway Q1 2026, ready to scale
• Capital needs have been strategically aligned: Company has no concerns over operating capital needs for the foreseeable future.

Dear Fellow Shareholders,

Since Alpha Modus became a public company, we have been deliberate in both our strategy and our execution. Rather than chasing short-term optics or reacting to market pressures, we have focused on building durable, long-term leverage across our intellectual property, deployment infrastructure, and capital strategy. What follows is a clear review of what we have accomplished since going public and why it matters as we move forward.

1. The de-SPAC: Discipline Over Dilution

From the moment Alpha Modus entered the public markets, the Company made a deliberate and increasingly uncommon choice among de-SPAC issuers: to avoid survival capital.

While many post-SPAC companies turned to deeply discounted PIPEs with toxic warrant coverage, variable-price convertibles, or other structurally coercive financing arrangements, Alpha Modus elected to primarily fund operations though the CEO’s family, preserve cap-table integrity, and maintain strategic optionality.

This was not a passive outcome of circumstance. It reflected management’s conviction that capital discipline is itself a strategic asset, particularly for a company whose long-term value is derived from intellectual property, deployment leverage, and enterprise-scale partnerships.

As a result, Alpha Modus emerged from the de-SPAC process with its balance sheet, ownership structure, and decision-making authority intact — which we believe is uncommon for de-SPAC NASDAQ microcap issuers.

2. Strategic Focus Post-Listing: Build the Spine Before the Scale

Rather than prioritizing near-term revenue optics, Alpha Modus focused its post-public efforts on building durable leverage across three foundational pillars:
• Consumer-facing intellectual property
• Enforcement credibility
• Enterprise-grade deployment readiness
• Alpha Cash as a physical consumer distribution layer

This sequencing was intentional. Management believed that scale without leverage would be fragile, while leverage established ahead of scale would compound.

3. Intellectual Property as Consumer Infrastructure

A recurring question in the AI and retail-technology landscape is: How can a company meaningfully own intellectual property in a space where many participants operate? The answer lies not in the category but in where the innovation actually occurs.

Alpha Modus’s intellectual property is fundamentally consumer centric. While many technology companies, including some of the largest in the world, filed patents around backend analytics, data processing, infrastructure, enterprise software or generalized AI models, they largely missed the consumer entirely.

Alpha Modus’s IP focuses on the point of interaction between the consumer and the physical environment. Our IP encompasses how consumers are identified and engaged, how behavior is measured in real time, how content, offers, and services are dynamically delivered, how transactions and monetization are adjacent to engagement, and how the entire physical retail experience is orchestrated around the consumer.

Rather than owning a component of the system, Alpha Modus owns the connective tissue around the consumer experience itself. We own the layer that ties analytics, media transactions, and engagement together in physical retail environments.

This is why Alpha Modus can credibly position itself as a ‘linchpin.’ Others participate in retail technology. Alpha Modus owns the consumer-facing layer that participation ultimately flows through.

By focusing its patents on the consumer experience rather than backend abstractions, Alpha Modus established claims that are both defensible and based on patented technologies that are becoming widely adopted in real-world deployments.

4. Enforcement With Intent

To date, since becoming public, Alpha Modus has filed 23 intellectual property enforcement actions, five of which have been favorably resolved. Several additional matters are currently in advanced settlement discussions.

Our approach is particularly relevant in a market where hundreds of companies deploy technologies that may intersect with Alpha Modus’s intellectual property.

To date, Alpha Modus has demonstrated not only the willingness to enforce its IP, but the capability to resolve matters swiftly with finality thereby reinforcing the seriousness of its position.

Beginning in February 2026, Alpha Modus intends to leverage the experience and outcomes generated during the Company’s initial phase of litigation to commence an additional materially significant phase of IP enforcement.

This next phase will focus on larger, more impactful market participants whose technologies sit closest to the consumer-facing core of Alpha Modus’s intellectual property.

This progression mirrors the Company’s deployment strategy: ’Probe with discipline, validate through execution, and scale only when advantage has been established.’

5. Alpha Cash: From Concept to Distribution Layer

Alpha Cash represents the practical expression of Alpha Modus’s consumer-centric IP strategy. Rather than existing as a standalone product, Alpha Cash functions as a physical distribution layer for consumer engagement, services, and monetization. Alpha Cash is designed to be deployed directly where consumers interact in the real world and in the digital world.

Since going public, Alpha Modus has advanced Alpha Cash from concept to pilot ready execution with national retail partners, prioritizing:

• Execution readiness,
• Deployment discipline, and
• Repeatable operational frameworks.
  
  

Alpha Cash is not simply a kiosk, a mobile app or service platform. Alpha Cash is a delivery mechanism for consumer-facing intelligence. Even with all the partners we have announced in the last few months, we have only started to tell the story of what we think Alpha Cash could mean to our long-term trajectory.

6. Capital Strategy: Optionality, Not Urgency

Alpha Modus’s capital strategy remains intentionally understated yet structurally strong.

While public filings reflect a modest cash balance, management has been confident that the Company would not need to seek toxic survival capital or access unfavorable financing structures. Alpha Modus believes it is structurally funded in a manner that supports uninterrupted operations and ongoing execution.

The recently filed $250 million S-3 registration statement should materially enhance the Company’s long-term capital flexibility and was filed from a position of strength, not necessity. It exists to preserve optionality and support strategic growth initiatives.

Management believes Alpha Modus maintains realistic and conventional pathways to capital, including:

• Asset-backed and structured debt,
• Non-toxic equity instruments,
• Strategic capital aligned with enterprise, retail, and infrastructure partners.
  
  

This posture allows Alpha Modus to remain patient and selective, engaging capital only when it accelerates strategy rather than substitutes for it.

7. What Has Been Achieved Since Going Public

Since becoming a public company, Alpha Modus has:

• Navigated the de-SPAC process,
• Preserved capital flexibility through disciplined financing strategy,
• Built a defensible, consumer-centric IP portfolio in AI-enabled physical retail,
• Filed 23 enforcement actions and favorably resolved 5,
• Demonstrated strategic restraint despite widespread potential infringement,
• Built the Alpha Cash physical kiosks and mobile applications from the ground up,
• Integrated technology and service providers for Alpha Cash and negotiated a retail pilot program with a major national retailer, and
• Established enterprise-grade deployment readiness.

8. Why This Matters Now: The Linchpin Thesis

As the market matures, our beliefs will become clear to the retail industry and the capital markets, that value in AI-enabled physical retail does not reside solely in infrastructure or analytics. The real value resides at the consumer interface.

Alpha Modus is differentiated because it:

• Owns the consumer-facing layer others overlooked,
• Enforces that position with discipline and credibility, and
• Deploys its IP through real-world distribution.
  
  

This combination of consumer-centric IP, enforcement leverage, physical deployment, and capital optionality is what gives Alpha Modus its linchpin potential. Not because it participates in the ecosystem but because the ecosystem ultimately touches the consumer through it.

Sincerely,
William Alessi
Chief Executive Officer
Alpha Modus Holdings, Inc.

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.

For more information, visit: www.alphamodus.com

Alpha Modus maintains a comprehensive overview of its patent portfolio on its website: https://alphamodus.com/what-we-do/patent-portfolio/.

For more information and to access Alpha Modus’ press room, visit: https://alphamodus.com/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.

Contact Information

Investor Relations
Alpha Modus Holdings, Inc.
Email: ir@alphamodus.com
Website: www.alphamodus.com

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FAQ

What did Alpha Modus (AMOD) announce about its IP enforcement on Feb 5, 2026?

Alpha Modus announced it has filed 23 IP enforcement actions, with 5 favorably resolved. According to the company, additional matters are in advanced settlement discussions and enforcement will scale to larger market participants starting February 2026.

When will Alpha Modus (AMOD) begin the Alpha Cash pilot and with whom?

The Alpha Cash pilot is set to begin in Q1 2026 with national retail partners. According to the company, the pilot reflects execution readiness and is intended to validate deployment before broader scale.

What does the $250 million S-3 filing mean for Alpha Modus (AMOD) shareholders?

The S‑3 filing creates $250 million of capital flexibility but is not immediate dilution. According to the company, it was filed to preserve optionality and support strategic growth from a position of strength, not necessity.

How did Alpha Modus (AMOD) approach post‑SPAC financing and cap‑table preservation?

Alpha Modus prioritized funding through the CEO’s family and avoided toxic post‑SPAC financing. According to the company, this preserved cap‑table integrity and strategic optionality versus discounted PIPEs or coercive instruments.

What is Alpha Modus’s claim to being a ‘linchpin’ in AI‑enabled physical retail (AMOD)?

Alpha Modus says it owns the consumer‑facing IP layer that connects analytics, media transactions, and engagement in stores. According to the company, that consumer interface differentiates it from firms focused on backend infrastructure.