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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 12, 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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
January 12, 2026, Alpha Modus Holdings, Inc. (the “Company”) received a written notice (the “Notice”)
from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not
in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq
Capital Market (the “Bid Price Requirement”). The Notice does not result in the immediate delisting of the Company’s
common stock from The Nasdaq Capital Market.
The
Nasdaq Listing Rules require listed securities to maintain a minimum bid price of $1.00 per share, and, based upon the closing bid price
of the Company’s common stock from November 13, 2025-January 9, 2026, the Company no longer met this requirement. The Nasdaq rules
provide the Company a compliance period of 180 calendar days from the date of the Notice in which to regain compliance with the Bid Price
Requirement. As a result, the date by which the Company has to regain compliance with the Bid Price Requirement is July 13, 2026. If
at any time prior to July 13, 2026, the bid price of the Company’s common stock closes at or above $1.00 per share for a minimum
of ten consecutive business days, the Nasdaq staff (the “Staff”) will provide the Company with a written confirmation
of compliance and the matter will be closed.
Alternatively,
if the Company fails to regain compliance with the Bid Price Requirement prior to the expiration of the initial period, the Company may
be eligible for an additional 180 calendar day compliance period, provided (i) it meets the continued listing requirement for market
value of publicly held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market (except for the
Bid Price Requirement), and (ii) it provides written notice to Nasdaq of its intention to cure this deficiency during the second compliance
period by effecting a reverse stock split, if necessary. In the event the Company does not regain compliance with the Bid Price Requirement
prior to the expiration of the initial period, and if it appears to the Staff that the Company will not be able to cure the deficiency,
or if the Company is not otherwise eligible, the Staff will provide the Company with written notification that its securities are subject
to delisting from The Nasdaq Capital Market. At that time, the Company may appeal the delisting determination to a hearings panel.
The
Company intends to monitor the closing bid price of its common stock and anticipates that it will regain compliance with the Bid Price
Requirement within the deadline to do so. The Company’s receipt of the Notice does not affect the Company’s business, operations
or reporting requirements with the Securities and Exchange Commission.
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.
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 Company’s common stock closing bid price, regaining compliance with the Bid Price Requirement, 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, the possibility
that Nasdaq may deny the Company’s pending appeal and delist the Company’s securities 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.
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 16, 2026 |
By: |
/s/
William Alessi |
| |
Name:
|
William
Alessi |
| |
Title: |
President
and Chief Executive Officer |
