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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): October 21, 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
October 21, 2026, Alpha Modus Holdings, Inc. (the “Company”) entered into a Securities Purchase Agreement (the
“Purchase Agreement”) with an institutional investor pursuant to which the Company agreed to sell and issue
in a registered direct offering (the “Offering”) an aggregate of 6,304,348 shares (the “Shares”)
of its Class A common stock, par value $0.0001 per share (the “Common Stock”). The offering price per Share
is $1.15, for aggregate gross proceeds to the Company from the Offering of approximately $7.25 million, before deducting the Placement
Agent’s (as defined below) fees and offering expenses payable by the Company. The Company intends to use the net proceeds from
the Offering for the payment of debt, as well as working capital and general corporate purposes. The closing of the Offering is expected
to occur on or about October 22, 2026, subject to the satisfaction of customary closing conditions.
Pursuant
to the Purchase Agreement, the Company has agreed that, subject to certain exceptions (i) until thirty (30) days after the closing of
the Offering, neither it nor any of its subsidiaries shall (a) issue, enter into any agreement to issue or announce the issuance or proposed
issuance of any Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement) or (b) file any registration statement
or any amendment or supplement thereto, and (ii) until one (1) year after the Closing Date, it shall not enter into a Variable Rate Transaction
(as defined in the Purchase Agreement).
The
Purchase Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination
provisions.
The
representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of
specific dates, were solely for the benefit of the parties to the Purchase Agreement and may be subject to limitations agreed upon by
the contracting parties. Accordingly, the Purchase Agreement is incorporated herein by reference only to provide investors with information
regarding the terms of the Purchase Agreement, and not to provide investors with any other factual information regarding the Company
or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with
the Securities and Exchange Commission (the “SEC”).
In
connection with the Offering, the Company previously entered into an Engagement Agreement, dated as of December 1, 2025, with H.C. Wainwright
& Co., LLC (the “Placement Agent”), pursuant to which the Placement Agent agreed to serve as the exclusive
placement agent for the issuance and sale of securities of the Company during the term of the agreement, including pursuant to the Purchase
Agreement. As compensation for such services in connection with the Purchase Agreement, the Company agreed to pay the Placement Agent
a cash fee equal to 7.0% of the aggregate gross proceeds from the Offering and issue to the Placement Agent, or its designees, warrants
to purchase up to 441,304 shares of Common Stock (the “Placement Agent Warrants”) (equal to 7.0% of the number
of Shares issued in the Offering) at the closing of the Offering. The Placement Agent Warrants have a term of five years from the commencement
of sales of the Offering and have an exercise price of $1.4375 per share. The Company also agreed to reimburse the Placement Agent for
legal and other expenses incurred by it in connection with the offering in an aggregate amount of up to $75,000 and $15,950 for the Placement
Agent’s clearing expenses.
The
Shares, the Placement Agent Warrants and the shares of Common Stock issuable upon exercise of the Placement Agent Warrants (the “Placement
Agent Warrant Shares”) were offered and sold by the Company pursuant to an effective shelf registration statement on Form
S-3 (File No. 333-292606), which was originally filed with the SEC on January 7, 2026, and was declared effective on January 16, 2026,
a base prospectus forming a part of the effective registration statement dated January 16, 2026, and a prospectus supplement dated October
21, 2026.
The
foregoing summaries of the Purchase Agreement and the Placement Agent Warrants do not purport to be complete and are subject to, and
qualified in their entirety by, copies of the forms of such documents attached as Exhibits 10.1 and 4.1, respectively, to this Current
Report on Form 8-K, which are incorporated herein by reference.
A
copy of the opinion of Brunson Chandler & Jones, PLLC, counsel to the Company, relating to the validity of the Shares, the Placement
Agent Warrants, and the Placement Agent Warrant Shares is attached as Exhibit 5.1 to this Current Report on Form 8-K.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995, as amended, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section
21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include, without
limitation, statements regarding the completion of the Offering, the satisfaction of customary closing conditions related to the Offering
and the amount and the intended use of the net proceeds from the Offering. In some cases, you can identify forward-looking statements
because they contain words such as “may,” “will,” “should,” “expects,” “intends,”
“plans,” “anticipates,” “believes,” “estimates,” “projects,” “potential,”
or “continue,” or the negative of these terms or other comparable terminology. The absence of these words does not mean that
a statement is not forward-looking. Such forward-looking statements are necessarily based upon estimates and assumptions that, while
considered reasonable by the Company and its management, are inherently uncertain.
Actual
results may differ materially from those indicated by these forward-looking statements as a result of various risks and uncertainties,
including, without limitation: the risk that the closing of the Offering is delayed or not completed at all; the risk that the net proceeds
from the Offering may be deployed differently than currently anticipated; adverse market or capital-markets conditions; dilution to existing
stockholders from the share issuance and the issuance of common stock equivalents; risks associated with the planned launch and deployment
of the Company’s quantum-ready graphics processing unit edge network, including timing, cost, partner performance, customer adoption
and integration of graphics processing unit infrastructure into existing operations; competitive risk in the artificial intelligence
infrastructure and high-performance computing markets; changes in economic, market or regulatory conditions, including evolving regulatory
frameworks applicable to securities offerings, artificial intelligence infrastructure and digital assets; risks associated with technological
development and integration; and other risks and uncertainties as more fully described in the Company’s filings with the SEC, including
its Annual Report on Form 10-K for the year ended December 31, 2025, and other filings the Company makes from time to time with the SEC,
which are available on the SEC’s website at www.sec.gov.
Readers
are cautioned not to place undue reliance on these and other forward-looking statements contained herein. The forward-looking statements
made in this Current Report on Form 8-K relate only to events as of the date on which the statements are made. The Company undertakes
no obligation to update any forward-looking statements made in this Current Report on Form 8-K to reflect events or circumstances after
the date of this Current Report on Form 8-K or to reflect new information or the occurrence of unanticipated events, except as required
by law. The Company’s forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions,
joint ventures or investments it may make.
Item
8.01. Other Events.
On
October 21, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of this press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description |
| 4.1 |
|
Form of Placement Agent Warrant |
| 5.1 |
|
Opinion of Brunson Chandler & Jones, PLLC |
| 10.1 |
|
Form of Securities Purchase Agreement, dated October 21, 2026, by and between the Company and the purchaser thereto |
| 23.1 |
|
Consent of Brunson Chandler & Jones, PLLC (included in Exhibit 5.1) |
| 99.1 |
|
Press Release, dated October 21, 2026 |
| 104 |
|
Cover
Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL) |
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:
October 22, 2026 |
By: |
/s/
William Alessi |
| |
Name:
|
William
Alessi |
| |
Title: |
President
and Chief Executive Officer |
Exhibit
99.1
Alpha
Modus Announces $7.25 Million Registered Direct Offering of Common Stock
CORNELIUS,
N.C., Oct. 21, 2026 (GLOBE NEWSWIRE) — Alpha Modus Holdings, Inc. (NASDAQ: AMOD) (“Alpha Modus” or the “Company”),
today announced that it has entered into definitive agreements for the purchase of an aggregate of 6,304,348 shares of its common stock,
at a purchase price of $1.15 per share in a registered direct offering. The closing of the offering is expected to occur on or about
October 22, 2026, subject to the satisfaction of customary closing conditions.
H.C.
Wainwright & Co. is acting as the exclusive placement agent for the offering.
The
aggregate gross proceeds to the Company from the offering are expected to be approximately $7.25 million, before deducting the placement
agent fees and other offering expenses payable by the Company. The Company currently intends to use the net proceeds from the offering
to repay certain of its indebtedness and for general corporate purposes.
The
securities described above are being offered pursuant to a “shelf” registration statement (File No. 333-292606) filed with
the Securities and Exchange Commission (“SEC”) on January 7, 2026 and declared effective on January 16, 2026. The offering
is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.
The prospectus supplement and the accompanying prospectus relating to the securities being offered will be filed with the SEC and be
available at the SEC’s website at www.sec.gov. Electronic copies of the prospectus supplement and the accompanying prospectus relating
to the securities being offered may also be obtained, when available, by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue,
3rd Floor, New York, NY 10022, by telephone at (212) 856-5711 or e-mail at placements@hcwco.com.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor
shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities laws of any such state or jurisdiction.
About
Alpha Modus Holdings, Inc.
Alpha
Modus Holdings, Inc. (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, Corp. and
Alpha Modus Financial Services, LLC., the company is actively deploying technologies that merge artificial intelligence, retail media,
and financial access across the physical retail landscape.
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, the completion of the offering, the satisfaction of customary closing conditions
related to the offering and the intended use of net proceeds from the offering.
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 Contact
Alpha
Modus Holdings, Inc.
Email:
ir@alphamodus.com
Website:
www.alphamodus.com
