Alpha Modus SEC Filings

Alpha Modus Holdings, Inc. is registering up to $250,000,000 of Class A common stock, warrants and units for future primary offerings under a shelf registration. The company can sell these securities from time to time, with specific prices and terms to be detailed in separate prospectus supplements, and may also register securities issuable upon conversion or exercise of those instruments.

Alpha Modus recently completed a business combination, now operates an AI-driven retail intelligence platform, and qualifies as an emerging growth company, smaller reporting company and Nasdaq “controlled company.” Its auditor has issued going concern qualifications citing lack of current revenues, recurring operating losses and net capital deficiency. The company’s public float was about $10,880,847 as of January 2, 2026, which limits how much it may sell under Form S-3 in any 12‑month period. The prospectus highlights thin trading in the stock, potential dilution from future issuances, no expected common dividends, significant intellectual property and patent-enforcement risks, and the possibility that large share sales could pressure the share price.

Alpha Modus Holdings, Inc. received a written notice from Nasdaq on January 12, 2026 stating that its common stock no longer meets the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market. This determination was based on closing bid prices between November 13, 2025 and January 9, 2026. The notice does not result in immediate delisting.

The company has 180 calendar days, until July 13, 2026, to regain compliance by having its stock close at or above $1.00 per share for at least ten consecutive business days. If it does not regain compliance in that period, it may qualify for an additional 180-day extension if it meets other initial listing standards and notifies Nasdaq it plans to cure the deficiency, potentially through a reverse stock split.

If the company ultimately cannot regain compliance, its common stock could be delisted from Nasdaq, which the company notes could reduce trading liquidity and price, limit access to equity financing and public capital markets, and impair its ability to grant equity incentives to employees.

Alpha Modus Holdings, Inc. reported that on January 13, 2026 it made a new company presentation available on its website under the Investor Relations section. The presentation, dated the same day, provides information about the company and its business.

The company notes that this information is being furnished under a Regulation FD disclosure and is not an offer or solicitation to buy or sell securities. It also explains that the presentation is summary information meant to be read together with its other Securities and Exchange Commission filings and public announcements, and that the furnished information is not deemed filed for liability purposes under the Exchange Act.

Alpha Modus Holdings, Inc. has filed a shelf registration to offer and sell up to $250,000,000 of Class A common stock, warrants and/or units, including up to $3,500,000 of common stock that may be sold through an at-the-market agreement with H.C. Wainwright & Co. The company’s common stock and public warrants trade on Nasdaq under “AMOD” and “AMODW.”

Alpha Modus recently completed a business combination with Insight Acquisition Corp. and now operates an AI-powered retail intelligence platform focused on in‑store sensing, analytics and engagement, supported by an extensive patent portfolio. The company is an emerging growth and smaller reporting company and qualifies as a controlled company because its CEO holds majority voting power.

The filing highlights substantial risks, including a going concern qualification, past operating losses and negative operating cash flows, thin trading in the stock, potential dilution from future equity issuances, complex and evolving patent and litigation exposure, increased costs and control challenges as a relatively new Nasdaq-listed public company, and an expectation that no common stock dividends will be paid for the foreseeable future.

Alpha Modus Holdings, Inc. is informing stockholders that holders of approximately 74.1% of its voting power have approved, by written consent, the issuance of new common shares tied to service agreements, debt conversions and warrants. The company plans to issue 400,000 shares to Maxim Group, 250,000 to Rucus, 4,000,000 to Leron and 1,628,664 time- and performance-based restricted shares to Black Marble for advisory and development work. It also authorized common stock issuable under a no‑interest Loeb & Loeb note, a $400,000 Haase‑Dubosc note with 363,636 related warrants, and a $250,000 AIFirst note with 1,000,000 related warrants. These issuances, which could exceed 20% of existing common stock, required approval under NASDAQ Listing Rule 5635(c) and (d). The action becomes effective 20 days after this information statement is first mailed to holders of the 41,959,958 common shares outstanding as of December 17, 2025.

Alpha Modus Holdings, Inc. (AMOD) has called a virtual 2025 annual meeting for December 30, 2025, at 1:00 p.m. Eastern time to vote on key corporate matters. Stockholders will elect five directors, consider a large increase in authorized Class A common stock from 200,000,000 to 2,000,000,000 shares, ratify MaloneBailey, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, and cast a non-binding advisory vote on executive compensation.

Holders of 41,959,958 shares of common stock issued and outstanding as of November 17, 2025 may vote at the meeting. The board’s independent committees oversee audit, compensation, and governance, and the board recommends voting “FOR” all director nominees, the authorized share increase, auditor ratification, and the say‑on‑pay resolution.

Alpha Modus Holdings (AMOD) insider Chris P. Chumas, the Chief Sales Officer, filed a Form 4 for transactions on 10/30/2025 involving Series C Preferred Stock (transaction code G). Following the reported transfers, he beneficially owns 215,000 shares of Series C Preferred Stock directly and 430,000 indirectly via Mainstar Trust Cust FBO Chris P Chumas Roth IRA.

The footnote states the shares were sold to Mr. Chumas and his Roth IRA by the family trust of CEO William Alessi for nominal consideration (par value). The Series C Preferred is convertible at a “Conversion Price” defined to be the lesser of $10.00 or formula-based averages tied to closing bid prices, with different terms depending on whether a Trigger Event has occurred.

Alpha Modus Holdings (AMOD) filed a Form 4 for CEO William R. Alessi Jr., who is also a director and 10% owner, reporting a derivative transaction on 10/30/2025 involving Series C Preferred Stock (transaction code G).

Following the reported activity, 3,870,000 derivative securities were beneficially owned on an indirect basis by The Alessi 2023 Irrevocable Trust.

Per the footnotes, the Series C Preferred Stock is not convertible until 18 months following December 2024, subject to a Trigger Event. The Conversion Price generally equals the lesser of $10.00 or, if no Trigger Event, 100% of the average of the 5 lowest closing bid prices during the 10-day Measurement Period, capped at the lowest sales price on the last day; following any Trigger Event, it is 50.0% of that average, similarly capped. Another footnote notes shares were sold to Chris Chumas and his Roth IRA by the family trust for par value.

Alpha Modus Holdings (AMOD) filed a Form 3 disclosing the initial beneficial ownership of Chief Sales Officer Chris P. Chumas. He reports 75,000 shares of Class A Common Stock held directly and 6,000 shares held indirectly in the name of his spouse, Amanda Chumas. The filing lists the date of the event as 12/13/2024. No derivative securities are reported. The filing is made by one reporting person.