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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): April 6, 2026
ALPHA
MODUS HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-40775 |
|
86-3386030 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
20311
Chartwell Center Dr., #1469
Cornelius,
NC 28031
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (704) 252-5050
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A Common Stock, par value $0.0001 per share |
|
AMOD |
|
The
Nasdaq Stock Market, LLC |
| Redeemable
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 |
|
AMODW |
|
The
Nasdaq Stock Market, LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01. Entry into a Material Definitive Agreement.
On
April 8, 2026, Alpha Modus Holdings, Inc. (the “Company”) entered into an exchange agreement (the “Exchange
Agreement”) with the family trust of the Company’s CEO, William Alessi, pursuant to which the trust will exchange an
aggregate of 3,870,000 shares of Series C Preferred Stock (the “Preferred Shares”) for an aggregate of 109,588,265
shares of Class A common stock (the “Common Shares”).
In
the Exchange Agreement, the trust agreed not to sell or otherwise transfer the shares of common stock to be received in the exchange
until June 13, 2026 (except for permitted transfers to an affiliate). The number of Common Shares equals the number of shares of common
stock that would have been issuable upon conversion of the Preferred Shares under the applicable conversion calculations in the Company’s
Certificate of Incorporation, as amended, if the Preferred Shares had been convertible prior to June 13, 2026.
The
Common Shares will not be issued, and the Preferred Shares will not be cancelled, until the Company has otherwise complied with the shareholder
approval requirements of Rule 5635 of Nasdaq’s Listing Rules (the “Rules”). The Company is pursuing the exchange
of the Preferred Shares for the Common Shares to (i) increase the market value of its listed securities in an effort to regain compliance
with the MVLS Standard (defined below) under the Rules, and (ii) materially reduce the Company’s stockholders’ deficit.
The
foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference
herein.
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 6, 2026, the Company received a written notice (the “Notice”)
from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company no longer
meets the $500,000 minimum net income standard, the alternative minimum market value of listed securities of $35 million (“MVLS
Standard”), or the alternative stockholders’ equity of at least $2.5 million required by Nasdaq’s Rules.
The
Notice has no immediate effect on the listing or trading of the Company’s securities, except that an indicator will be displayed
with quotation information related to the Company’s securities on NASDAQ.com and NASDAQTrader.com and may be displayed by other
third-party providers of market data information. If the Company fails to timely regain compliance with the Rules, the Company’s
securities will be subject to delisting from Nasdaq.
Under the Rules, the Company has 45 days to submit a plan to regain compliance,
and if the plan is accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of the Notice to regain compliance.
If
the Company’s common stock ultimately were to be delisted for any reason, it could negatively impact the Company by (i) reducing
the liquidity and market price of the Company’s common stock; (ii) reducing the number of investors willing to hold or acquire
the Company’s common stock, which could negatively impact the Company’s ability to raise equity financing; (iii) limiting
the Company’s ability to use a registration statement to offer and sell freely tradable securities, thereby preventing the Company
from accessing the public capital markets; and (iv) impairing the Company’s ability to provide equity incentives to its employees.
Item
3.02. Unregistered Sales of Equity Securities.
The
disclosure provided above in Item 1.01 above is incorporated by reference into this Item 3.02. The Common Shares will be issued in reliance
on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, as the Common Shares will be
issued in exchange for the Preferred Shares, there was no additional consideration for the exchange, and there was no remuneration for
the solicitation of the exchange.
Disclosure
Regarding Forward-Looking Information
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements include, but are not limited to, statements regarding the Company’s beliefs and expectations
relating to the Common Shares and Preferred Shares, and the Company’s compliance with Nasdaq’s Rules, and whether the Company’s
common stock will remain listed on Nasdaq. These forward-looking statements are based on the current beliefs and expectations of the
Company’s management with respect to future events, only speak as of the date that they are made and are subject to significant
risks and uncertainties. Such statements can be identified by the use of words such as “future,” “anticipates,”
“believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,”
“will,” “would,” “could,” “continue,” “can,” “may,” “look
forward,” “aim,” “hopes,” and similar terms, although not all forward-looking statements contain such words
or expressions. Actual results could differ significantly from those set forth in the forward-looking statements.
Important factors that may cause actual results to differ materially from
those in the forward-looking statements include, but are not limited to, a material delay in the Company’s financial reporting,
the possibility that the Company is unable to regain compliance with, or thereafter continue to comply with, Nasdaq’s listing rules,
or experience violations of additional listing rules, and other factors contained in the “Risk Factors” section and elsewhere
in the Company’s filings with the SEC from time to time, including, but not limited to, its Annual Report on Form 10-K and its Quarterly
Reports on Form 10-Q. The Company does not undertake to update any forward-looking statements to reflect changed assumptions, the impact
of circumstances or events that may arise after the date of the forward-looking statements, or other changes over time, except as required
by law.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Exchange Agreement, dated April 8, 2026, by and between Alpha Modus Holdings, Inc., and The Alessi 2023 Irrevocable Trust |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL Document) |
*
Filed herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
ALPHA
MODUS HOLDINGS, INC. |
| |
|
|
| Date:
April 10, 2026 |
By: |
/s/
William Alessi |
| |
Name:
|
William
Alessi |
| |
Title: |
President
and Chief Executive Officer |
