Business Context and Reporting Period
Company: ALPHA MODUS HOLDINGS, INC. (AMOD)
Filing Type: Form 8-K (Current Report)
Date of Report: June 29, 2026
Reporting Period: Events occurring on June 29 and June 30, 2026.
Context: The Company entered into a material definitive agreement to secure financing through a Secured Pre-Paid Purchase facility and issued unregistered equity securities.
Key Financial Metrics and Transaction Details
- Financing Facility: Entered into a Securities Purchase Agreement (SPA) with Streeterville Capital, LLC for a commitment of up to $10,000,000 in Secured Pre-Paid Purchases.
- Initial Closing Proceeds: Received $2,000,045 on June 30, 2026, consisting of an Initial Pre-Paid Purchase ($2,190,000 principal) and 450,000 Pre-Delivery Shares.
- Instrument Terms:
- Original Issue Discount (OID): 8%.
- Interest Rate: 8% per annum.
- Maturity: 18 months from the Purchase Price Date.
- Prepayment: Allowed with 10 trading days' notice at a 10% premium.
- Conversion Price: 90% of the lowest 5-day VWAP, subject to a $0.81 per share floor.
- Security: The Pre-Paid Purchases are secured by a first-priority security interest in all assets of the Company and its subsidiaries, including intellectual property.
- Outstanding Shares: Following the transaction, the Company had 4,876,593 shares of Class A common stock outstanding.
Material Changes and Covenants
- Debt Restrictions: The SPA prohibits the issuance of new debt securities (except trade payables) or variable rate equity securities while Pre-Paid Purchases are outstanding.
- Related Party Payments: The Company is prohibited from making payments to CEO William Alessi or his affiliates regarding existing debt obligations owed to them.
- Subordination: Existing indebtedness and security interests held by "Capital Parties" (including CEO William Alessi and CSO Chris Chumas) are subordinated to the Investor's claims. Capital Parties cannot convert or transfer shares until the Investor is fully paid.
- Shareholder Approval: Shareholder approval was obtained on June 30, 2026, to issue shares exceeding the Nasdaq Listing Rule 5635(d) "Exchange Cap."
- Registration Penalty: If the SEC registration statement is not effective within 90 days, the outstanding balance increases by 1% every 30 days.
- Cash Repayment Trigger: If the stock price remains below the $0.81 floor for 5 consecutive trading days, the Company must begin monthly cash repayments of 1/6th of the outstanding balance plus interest.
Guidance, Risks, and Unusual Items
- Unregistered Sales: 450,000 Pre-Delivery Shares and 304,412 shares converted from Series C Preferred Stock (held by Chris Chumas) were issued under Section 4(a)(2) and Section 3(a)(9) exemptions, respectively.
- Liquidity Risk: The agreement includes a mandatory cash repayment mechanism if the stock price falls below $0.81, which could strain liquidity.
- Operational Restrictions: The Company is restricted from issuing new debt or variable rate equity, limiting future financing flexibility.
- Management Commentary: The filing does not provide forward-looking guidance or management commentary beyond the terms of the agreement.
Investor Verification Checklist
- Verify the effectiveness date of the registration statement filed for the Pre-Delivery Shares and future Pre-Paid Purchases to assess potential 1% balance increase penalties.
- Monitor the daily volume-weighted average price (VWAP) relative to the $0.81 floor price to evaluate the risk of mandatory monthly cash repayments.
- Confirm the status of the subordination agreement and whether any payments to related parties (Capital Parties) have been made in violation of the SPA.
- Review the full text of Exhibits 10.1 through 10.6 for specific covenants regarding intellectual property security and subsidiary guarantees.
- Assess the impact of the 9.99% beneficial ownership limit on the Investor's ability to convert the Pre-Paid Purchases into equity.