Business Context and Reporting Period
Company: ALPHA MODUS HOLDINGS, INC. (AMOD)
Filing Type: Form 8-K (Current Report)
Date of Report: April 6, 2026 (Earliest event reported)
Reporting Period: Events occurring on April 6, 2026, and April 8, 2026.
Key Financial Metrics and Capital Structure
This filing does not provide specific revenue, profit, cash flow, or debt figures. However, it discloses the following capital structure and compliance metrics:
- Stockholders' Equity: The company currently has a stockholders' deficit, failing to meet the Nasdaq alternative standard of at least $2.5 million.
- Net Income: The company failed to meet the $500,000 minimum net income standard.
- Market Value of Listed Securities (MVLS): The company failed to meet the alternative minimum MVLS standard of $35 million.
- Proposed Capital Restructuring: Exchange of 3,870,000 shares of Series C Preferred Stock for 109,588,265 shares of Class A Common Stock.
Material Changes and Events
Nasdaq Non-Compliance Notice (Item 3.01)
On April 6, 2026, the company received a notice from Nasdaq indicating non-compliance with three listing standards: minimum net income, minimum market value of listed securities, and minimum stockholders' equity. An indicator will be displayed on Nasdaq trading platforms. The company has 45 days to submit a compliance plan, with a potential 180-day extension to regain compliance.
Material Definitive Agreement (Item 1.01)
On April 8, 2026, the company entered into an Exchange Agreement with the family trust of CEO William Alessi. The trust will exchange 3,870,000 Series C Preferred Shares for 109,588,265 Class A Common Shares. This transaction is intended to increase the market value of listed securities and reduce the stockholders' deficit. Issuance is contingent upon shareholder approval under Nasdaq Rule 5635.
Outlook, Risks, and Management Commentary
Management Strategy: The exchange of preferred stock for common stock is a strategic move to regain compliance with Nasdaq listing rules and improve the market value of listed securities.
Risks and Contingencies:
- Delisting Risk: Failure to regain compliance may result in delisting from Nasdaq.
- Liquidity Impact: Delisting could reduce stock liquidity and market price.
- Financing Constraints: Delisting may limit the ability to raise equity financing and access public capital markets.
- Employee Incentives: Delisting could impair the ability to provide equity incentives to employees.
- Forward-Looking Uncertainty: Actual results regarding compliance and listing status may differ from management's expectations due to significant risks and uncertainties.
Investor Verification Checklist
- Verify the status of the shareholder vote required under Nasdaq Rule 5635 to approve the issuance of 109,588,265 new common shares.
- Confirm the timeline for submitting the compliance plan to Nasdaq (within 45 days of April 6, 2026).
- Review the full text of the Exchange Agreement (Exhibit 10.1) for specific terms regarding the conversion and lock-up period (until June 13, 2026).
- Monitor subsequent filings for the company's official compliance plan and Nasdaq's acceptance thereof.
- Assess the impact of the proposed share exchange on existing shareholder dilution.