Business Context and Reporting Period
Company: ALPHA MODUS HOLDINGS, INC. (AMOD)
Filing Type: Form 8-K (Current Report)
Date of Report: September 8, 2025
Reporting Period: Event-specific report regarding the termination of a material definitive agreement.
Key Financial Metrics
This filing does not contain standard financial statements (revenue, profit, cash flow, or debt). The only financial data points provided relate to stock pricing and share counts associated with a terminated transaction:
- Class A Common Stock Price (Aug 15, 2025): Approximately $1.10 per share.
- Class A Common Stock Price (Sep 5, 2025): $0.8839 per share.
- Shares Involved in Terminated Deal: 40,111,940 shares of Class A common stock (to be issued) and 4,300,000 shares of Series C Preferred Stock (to be exchanged).
Material Changes
The primary material change is the termination of an Exchange Agreement originally entered into on August 14, 2025, between the Company and The Alessi 2023 Irrevocable Trust (a family trust of CEO William Alessi).
- Original Agreement: The trust was to exchange 4,300,000 shares of Series C Preferred Stock for 40,111,940 shares of Class A common stock.
- Reason for Termination: The closing price of the Company's Class A common stock decreased from approximately $1.10/share to $0.8839/share between mid-August and early September 2025.
- Outcome: The Company will no longer issue the 40,111,940 shares of Class A common stock under the agreement.
Guidance, Outlook, and Risks
Management Commentary: The filing indicates that the termination was a direct response to the decline in the Company's stock price, which likely rendered the original exchange terms unfavorable or unviable for the parties involved.
Risks and Contingencies: The filing highlights the risk of stock price volatility impacting the execution of material shareholder agreements. No forward-looking guidance regarding revenue or earnings is provided in this document.
Investor Verification Checklist
- Verify the current trading volume and price trend of AMOD following the announcement of the deal termination.
- Review the full text of the Cancellation Agreement (Exhibit 10.1) for any remaining obligations or penalties.
- Confirm the status of the 4,300,000 shares of Series C Preferred Stock held by the CEO's trust (whether they remain outstanding or are subject to other agreements).
- Assess the impact of the avoided issuance of 40 million shares on potential future dilution.