Alpha Modus Holdings, Inc. - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Alpha Modus Holdings, Inc. (AMOD) on January 26, 2026, covering events occurring on or about January 20, 2026. The company is an emerging growth company incorporated in Delaware, with its Class A Common Stock and Redeemable Warrants trading on The Nasdaq Stock Market.
Key Financial Metrics and Capital Structure
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The primary financial data relates to equity issuance and share valuation:
- Stock Valuation: Shares issued for Q4 2025 director and executive fees were valued at approximately $0.5457 per share (10-day average closing price). Shares issued for Q3 2025 CFO fees were valued at approximately $1.19 per share.
- Outstanding Shares: Following the issuances described, the company had 47,442,151 shares of Class A common stock outstanding.
Material Changes and Equity Issuances
The company executed several unregistered and registered sales of equity securities:
- Unregistered Issuances (Item 3.02): Issued shares to non-employee directors and executives (CRO, CFO, VP of Technology) as quarterly equity fees for Q3 and Q4 2025. Total shares issued under this item included 183,268 shares to directors, 114,543 to the CRO, 54,249 to the CFO, and 119,752 to the VP of Technology.
- Registered Issuances (Item 8.01): Issued 4,650,000 shares to Leron Group LLC, Rucus Holdings LLC, and Maxim Group LLC pursuant to a Form S-1 registration statement effective December 19, 2025.
- ATM Offering (Item 8.01): Issued an aggregate of 360,381 shares to H.C. Wainwright & Co., LLC under an At The Market Offering Agreement dated January 7, 2026, pursuant to a Form S-3 registration statement effective January 16, 2026.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard disclosure of exemptions used for unregistered sales (Section 4(a)(2) and Rule 506(b)). The company noted that unregistered sales were made to accredited or financially sophisticated shareholders without general solicitation.
Investor Verification Checklist
- Verify the impact of the 5,113,950 total new shares issued (combining Item 3.02 and Item 8.01) on existing shareholder dilution.
- Confirm the current market price of AMOD relative to the $0.5457 issuance price for Q4 2025 fees.
- Review the effective Form S-1 (filed Dec 11, 2025) and Form S-3 (filed Jan 7, 2026) for details on the registered share issuances to Leron Group, Rucus Holdings, Maxim Group, and H.C. Wainwright.
- Monitor the company's cash position, as the filing indicates significant equity issuance but does not disclose cash proceeds from the registered offerings.