Alpha Modus (NASDAQ: AMOD) issues 109.6M shares in exchange deal

Rhea-AI Filing Summary

Alpha Modus Holdings, Inc. completed a major equity restructuring with the family trust of its CEO, William Alessi. The trust exchanged 3,870,000 shares of Series C Preferred Stock for 109,588,265 shares of Class A common stock under a previously signed Exchange Agreement.

The exchange is described as intended to increase the market value of the company’s listed securities to help regain compliance with Nasdaq’s $35 million minimum market value of listed securities standard and to materially reduce the company’s stockholders’ deficit. After issuing the new shares, Alpha Modus had 164,884,640 Class A common shares outstanding.

Insights

Capital structure analyst

Large preferred-for-common swap reshapes Alpha Modus’ equity base.

Alpha Modus exchanged 3,870,000 Series C Preferred shares for 109,588,265 Class A common shares held by the CEO’s family trust. This is a substantial issuance, taking total Class A shares outstanding to 164,884,640 after the transaction.

The company states the move is intended to increase the market value of its listed securities to meet Nasdaq’s $35 million minimum market value of listed securities standard and to materially reduce stockholders’ deficit. The economic impact for existing common holders depends on how the market values the larger common equity base and any changes in trading liquidity.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Preferred shares exchanged: 3,870,000 shares Common shares issued: 109,588,265 shares Common shares outstanding: 164,884,640 shares +2 more

5 metrics

Preferred shares exchanged 3,870,000 shares Series C Preferred Stock exchanged on June 5, 2026

Common shares issued 109,588,265 shares Class A common stock issued in exchange

Common shares outstanding 164,884,640 shares Class A common stock outstanding after exchange

Nasdaq MVLS standard $35 million Minimum market value of listed securities requirement

Warrant exercise price $11.50 per share Each AMODW warrant exercisable for one Class A share

Key Terms

Exchange Agreement, Series C Preferred Stock, Class A common stock, Nasdaq’s MVLS alternative listing standard, +1 more

5 terms

Exchange Agreement financial

"entered into an exchange agreement (the “Exchange Agreement”) with the family trust"

Series C Preferred Stock financial

"exchange an aggregate of 3,870,000 shares of Series C Preferred Stock"

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.

Class A common stock financial

"for an aggregate of 109,588,265 shares of Class A common stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Nasdaq’s MVLS alternative listing standard financial

"regain compliance with Nasdaq’s MVLS alternative listing standard"

stockholders’ deficit financial

"and materially reduce the Company’s stockholders’ deficit"

Stockholders’ deficit is the situation where a company’s total liabilities exceed its total assets, so the book value attributed to shareholders is negative. Think of it like a household with more outstanding debts than the value of its house and possessions—this can signal past losses or aggressive payouts and raises the risk that shareholders may be wiped out, diluted, or face difficulty when the company needs new financing. Investors watch it as a warning about solvency and long‑term financial health.

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Understanding 8-K Material Events →

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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): June 5, 2026

ALPHA MODUS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40775		86-3386030
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		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 8.01. Other Events.

As disclosed in the Current Report on Form 8-K filed on April 10, 2026, 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 would 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”), and such exchange was intended to increase the market value of the Company’s listed securities in an effort to regain compliance with Nasdaq’s MVLS alternative listing standard (minimum market value of listed securities of $35 million), and materially reduce the Company’s stockholders’ deficit.

On June 5, 2026, the Company issued the Common Shares in exchange for the Preferred Shares pursuant to the Exchange Agreement. Following the issuance, the Company had 164,884,640 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: June 8, 2026	By:	/s/ William Alessi
	Name:	William Alessi
	Title:	President and Chief Executive Officer

FAQ

What equity exchange did Alpha Modus Holdings (AMOD) complete on June 5, 2026?

Alpha Modus completed an exchange with the CEO’s family trust, swapping 3,870,000 Series C Preferred shares for 109,588,265 Class A common shares. This was executed under a previously signed Exchange Agreement intended to reshape the company’s capital structure.

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

Following the exchange, Alpha Modus had 164,884,640 Class A common shares outstanding. This figure reflects the issuance of 109,588,265 new common shares to the CEO’s family trust in exchange for 3,870,000 Series C Preferred shares.

Why did Alpha Modus (AMOD) execute the preferred-for-common share exchange?

The company states the exchange was intended to increase the market value of its listed securities to help regain compliance with Nasdaq’s market value of listed securities standard and to materially reduce its stockholders’ deficit, improving the reported equity position.

How is the Nasdaq MVLS standard relevant to Alpha Modus (AMOD)?

Alpha Modus notes Nasdaq’s MVLS alternative listing standard requires a minimum market value of listed securities of $35 million. The exchange of preferred for common stock was described as intended to help increase market value toward regaining compliance with this requirement.

Who was the counterparty in Alpha Modus (AMOD)’s exchange agreement?

The exchange agreement was with the family trust of Alpha Modus’ CEO, William Alessi. That trust surrendered 3,870,000 Series C Preferred shares in return for 109,588,265 Class A common shares issued by the company on June 5, 2026.

What securities of Alpha Modus (AMOD) trade on Nasdaq and at what warrant exercise price?

Alpha Modus lists Class A common stock and redeemable warrants on Nasdaq under symbols AMOD and AMODW. Each whole warrant is exercisable for one Class A common share at an exercise price of $11.50 per share.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.8 KB
• EX-101 XBRL DEFINITION FILE 26.2 KB
• EX-101 XBRL LABEL FILE 36.2 KB
• EX-101 XBRL PRESENTATION FILE 24.8 KB