Alpha Modus (NASDAQ: AMOD) details new stock awards and ATM issuances

Rhea-AI Filing Summary

Alpha Modus Holdings, Inc. reported several equity issuances around January 20–22, 2026. The company issued 45,817 shares of Class A common stock to each of four non-employee directors, 114,543 shares to its Chief Revenue Officer, 54,249 shares to its Chief Financial Officer, and 119,752 shares to its VP of Technology as quarterly equity fees under existing agreements. These shares were issued in private transactions relying on Section 4(a)(2) and Rule 506(b), with per-share values based on recent closing or 10-day average prices.

The company also issued 4,000,000 shares to Leron Group LLC, 250,000 shares to Rucus Holdings LLC, and 400,000 shares to Maxim Group LLC under a previously effective Form S-1 registration statement. In addition, it issued an aggregate 360,381 shares to H.C. Wainwright & Co., LLC under an at-the-market offering program registered on Form S-3. After all of these issuances, Alpha Modus had 47,442,151 Class A common shares outstanding.

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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): January 20, 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 3.02. Unregistered Sales of Equity Securities.

On or about January 20, 2026, the Company issued 45,817 shares of Class A common stock to each of the four non-employee directors of the Company (William Ullman, Greg Richter, Michael Garel, and Scott Wattenberg) in consideration of each of the directors’ $25,000 quarterly equity fee for the fourth quarter of 2025 pursuant to their director agreements, valued based on the 10-day average closing price of the Company’s common stock as of the end of the fourth quarter of 2025, or approximately $0.5457 per share.

On or about January 20, 2026, the Company issued 114,543 shares of Class A common stock to the Company’s Chief Revenue Officer, Thomas Gallagher, in consideration of his $62,500 quarterly equity fee for the fourth quarter of 2025 pursuant to his employment agreement, valued based on the 10-day average closing price of the Company’s common stock as of the end of the fourth quarter of 2025, or approximately $0.5457 per share.

On or about January 20, 2026, the Company issued 54,249 shares of Class A common stock to the Company’s Chief Financial Officer, Rodney Sperry, in consideration of (i) his $18,000 quarterly equity fee for the fourth quarter of 2025 pursuant to his employment agreement, valued based on the closing price of the Company’s common stock as of the end of the fourth quarter of 2025, or approximately $0.4601 per share, and (ii) his $18,000 quarterly equity fee for the third quarter of 2025 pursuant to his employment agreement, valued based on the closing price of the Company’s common stock as of the end of the third quarter of 2025, or approximately $1.19 per share.

On or about January 20, 2026, the Company issued 119,752 shares of Class A common stock to the Company’s VP of Technology, Puneet Vij, in consideration of his $65,342.47 equity fee for September 16, 2025, through December 31, 2025 ($225,000 per year) pursuant to his employment agreement, valued based on the 10-day average closing price of the Company’s common stock as of the end of the fourth quarter of 2025, or approximately $0.5457 per share.

The Company issued the foregoing securities pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, as the shareholders were accredited or financially sophisticated and had adequate access, through business or other relationships, to information about the Company, and the sales did not involve a public offering of securities or any general solicitation.

Item 8.01. Other Events.

On or about January 20, 2026, the Company issued (i) 4,000,000 shares of Class A common stock to Leron Group LLC, (ii) 250,000 shares of Class A common stock to Rucus Holdings LLC, and (iii) 400,000 shares of Class A common stock to Maxim Group LLC. These shares were registered in the Company’s registration statement on Form S-1 filed by the Company on December 11, 2025, and declared effective on December 19, 2025.

On or about January 21, 2026, and January 22, 2026, the Company issued an aggregate of 360,381 shares of Class A common stock to H.C. Wainwright & Co., LLC, pursuant to the Company’s At The Market Offering Agreement with H.C. Wainwright & Co., LLC, dated January 7, 2026. These shares were registered in the Company’s registration statement on Form S-3 filed by the Company on January 7, 2026, and declared effective on January 16, 2026.

Following the issuance of all of the shares of Class A common stock described above (in both Item 3.02 and Item 8.01 herein), the Company had 47,442,151 shares of Class A common stock outstanding.

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: January 26, 2026	By:	/s/ William Alessi
	Name:	William Alessi
	Title:	President and Chief Executive Officer

FAQ

What new shares did Alpha Modus Holdings (AMOD) issue to its directors and executives?

Alpha Modus issued 45,817 Class A shares to each of four non-employee directors, 114,543 shares to its Chief Revenue Officer, 54,249 shares to its Chief Financial Officer, and 119,752 shares to its VP of Technology as equity fees for 2025 periods under their existing agreements.

How were the Alpha Modus (AMOD) director and executive equity fees valued?

The equity fees were valued using either the 10-day average closing price or the single closing price of Alpha Modus Class A common stock as of the end of the relevant quarter, including prices of approximately $0.5457, $0.4601, and $1.19 per share.

Were the Alpha Modus (AMOD) compensation-related share issuances registered with the SEC?

The compensation-related shares were issued as unregistered securities, relying on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, to accredited or financially sophisticated recipients in non-public offerings.

Which parties received registered shares from Alpha Modus (AMOD) under its Form S-1?

Alpha Modus issued 4,000,000 Class A shares to Leron Group LLC, 250,000 shares to Rucus Holdings LLC, and 400,000 shares to Maxim Group LLC under a Form S-1 that was declared effective on December 19, 2025.

What shares did H.C. Wainwright & Co. receive from Alpha Modus (AMOD)?

On or about January 21 and 22, 2026, Alpha Modus issued an aggregate of 360,381 Class A shares to H.C. Wainwright & Co., LLC under an At The Market Offering Agreement registered on Form S-3 effective January 16, 2026.

How many Alpha Modus (AMOD) Class A common shares are now outstanding?

After all the issuances described, Alpha Modus had 47,442,151 shares of Class A common stock outstanding.

What exemptions and registrations did Alpha Modus (AMOD) use for these share issuances?

Alpha Modus used Section 4(a)(2) and Rule 506(b) of Regulation D for unregistered compensation issuances, and issued other shares under effective Form S-1 and Form S-3 registration statements filed in December 2025 and January 2026.