[144] Phreesia, Inc. SEC Filing

Rhea-AI Filing Summary

Alpha Modus Holdings, Inc. (Nasdaq: AMOD/AMODW) filed Prospectus Supplement No. 3 that incorporates three recent Form 8-K reports, each containing material developments that affect the company’s capital structure, listing status and executive compensation.

1. Exchange of Series C Preferred for Common Shares (May 27 2025)
The company executed an Exchange Agreement with four family trusts controlled by CEO William Alessi. An aggregate 3.2 million Series C Preferred shares will be exchanged for 26,079,868 Class A common shares (6,519,967 shares per trust). All exchanged common shares are subject to a lock-up until 13 June 2026. The issuance relies on the Section 3(a)(9) exemption, creating no cash inflow for the company.

2. Nasdaq Listing Transfer (July 14 2025)
AMOD’s Class A common stock and warrants were downgraded from the Nasdaq Global Market to the Nasdaq Capital Market. The move cures prior deficiencies relating to (i) Market Value of Publicly Held Shares and (ii) Market Value of Listed Securities under Rules 5450(b)(2)(C) and 5450(b)(2)(A). While the transfer restores compliance, it signals a smaller market-cap profile and may affect liquidity and institutional ownership thresholds.

3. CFO Compensation Amendment (July 11 2025)
The company amended CFO Rodney Sperry’s employment agreement: annual compensation rises to $144,000, split $72,000 cash / $72,000 in stock. Shares are issued quarterly at the closing price on the final trading day of each quarter, conserving cash while aligning management incentives.

• Dilution: The exchange increases outstanding common shares materially, concentrating significant ownership with insider-controlled trusts.
• Capital Structure: Eliminates preferred stock class and its potential dividend/ liquidation preferences, simplifying equity stack.
• Liquidity Management: Stock-settled CFO pay and lock-up on exchanged shares mitigate immediate selling pressure yet indicate cash preservation needs.
• Listing Status: Compliance regained, but lower-tier listing may reduce perception of prestige and analyst coverage.

Investors should weigh the substantial dilution and listing downgrade against the benefits of preferred-share conversion and restored Nasdaq compliance.

Positive

• Preferred stock eliminated, simplifying the equity structure and removing future preferred dividend obligations.
• Nasdaq compliance regained by transferring to the Capital Market, avoiding potential delisting.
• Cash conservation via equity-settled portion of CFO compensation helps preserve liquidity.
• Lock-up agreement limits immediate resale of the 26.1 million newly issued shares, reducing short-term market pressure.

Negative

• 26.1 million new common shares represent significant dilution to existing shareholders.
• Insider-related issuance concentrates control within CEO-affiliated trusts, raising governance and minority-holder concerns.
• Downgrade to Nasdaq Capital Market signals reduced market cap and may shrink institutional investor base.
• No cash proceeds from the exchange, providing no direct improvement to the company’s funding position.

Insights

Equity Research Analyst

TL;DR – Large insider-driven share issuance dilutes float; Nasdaq downgrade offsets benefit of simplifying capital structure.

The 26.1 million share issuance expands the common share count materially, diluting existing holders while centralising control with the CEO’s family trusts. Although the preferred class disappears—removing senior equity claims—the lack of cash proceeds means no balance-sheet strengthening. The one-year lock-up delays, but doesn’t eliminate, eventual supply overhang.

The move from Global Market to Capital Market restores listing compliance but reflects a reduced market capitalisation; some institutional investors are limited to Global Market securities, potentially tightening demand. CFO compensation partly in equity suggests continued cash conservation.

Net effect: modestly negative for valuation owing to dilution and perceived financial strain, partially tempered by cleaner capital structure and maintained Nasdaq listing.

Corporate Governance Specialist

TL;DR – Insider transaction raises governance concerns but lock-up and disclosure mitigate immediate risk.

The exchange involves related-party trusts beneficially owned by the CEO, heightening governance scrutiny. However, use of Section 3(a)(9) is standard, and the explicit 12-month lock-up plus full public disclosure lower the risk of near-term share dumping. Eliminating a preferred series can align shareholder classes, yet concentration of voting power persists.

Transfer to Capital Market preserves listing integrity, and the company remains an emerging-growth issuer. Overall governance impact is neutral but warrants continued monitoring of insider influence and future equity issuances.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	465	12852.60	59504269	07/15/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	07/13/2025	Restricted Stock Vesting	Issuer			465	07/13/2025	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Lisa Egbuonu-Davis 1521 Concord Pike Suite 301 PMB 221 Wilmington DE 19803	Common	06/26/2025	2802	77531.34

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)