UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~January~~April 206, 2026

ALPHA MODUS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40775

86-3386030

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

20311 Chartwell Center Dr., #1469

Cornelius, NC 28031

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (704) 252-5050

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	AMOD	The Nasdaq Stock Market, LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	AMODW	The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On April 8, 2026, Alpha Modus Holdings, Inc. (the “Company”) entered into an exchange agreement (the “Exchange Agreement”) with the family trust of the Company’s CEO, William Alessi, pursuant to which the trust will exchange an aggregate of 3,870,000 shares of Series C Preferred Stock (the “Preferred Shares”) for an aggregate of 109,588,265 shares of Class A common stock (the “Common Shares”).

In the Exchange Agreement, the trust agreed not to sell or otherwise transfer the shares of common stock to be received in the exchange until June 13, 2026 (except for permitted transfers to an affiliate). The number of Common Shares equals the number of shares of common stock that would have been issuable upon conversion of the Preferred Shares under the applicable conversion calculations in the Company’s Certificate of Incorporation, as amended, if the Preferred Shares had been convertible prior to June 13, 2026.

The Common Shares will not be issued, and the Preferred Shares will not be cancelled, until the Company has otherwise complied with the shareholder approval requirements of Rule 5635 of Nasdaq’s Listing Rules (the “Rules”). The Company is pursuing the exchange of the Preferred Shares for the Common Shares to (i) increase the market value of its listed securities in an effort to regain compliance with the MVLS Standard (defined below) under the Rules, and (ii) materially reduce the Company’s stockholders’ deficit.

The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 6, 2026, the Company received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company no longer meets the $500,000 minimum net income standard, the alternative minimum market value of listed securities of $35 million (“MVLS Standard”), or the alternative stockholders’ equity of at least $2.5 million required by Nasdaq’s Rules.

The Notice has no immediate effect on the listing or trading of the Company’s securities, except that an indicator will be displayed with quotation information related to the Company’s securities on NASDAQ.com and NASDAQTrader.com and may be displayed by other third-party providers of market data information. If the Company fails to timely regain compliance with the Rules, the Company’s securities will be subject to delisting from Nasdaq.

Under the Rules, the Company has 45 days to submit a plan to regain compliance, and if the plan is accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of the Notice to regain compliance.

If the Company’s common stock ultimately were to be delisted for any reason, it could negatively impact the Company by (i) reducing the liquidity and market price of the Company’s common stock; (ii) reducing the number of investors willing to hold or acquire the Company’s common stock, which could negatively impact the Company’s ability to raise equity financing; (iii) limiting the Company’s ability to use a registration statement to offer and sell freely tradable securities, thereby preventing the Company from accessing the public capital markets; and (iv) impairing the Company’s ability to provide equity incentives to its employees.

Item 3.02. Unregistered Sales of Equity Securities.

OnThe ordisclosure ~~about~~provided ~~January~~above ~~20,~~in ~~2026,~~Item ~~the~~1.01 ~~Company~~above ~~issued~~is ~~45,817~~incorporated ~~shares~~by ofreference ~~Class~~into Athis ~~common~~Item ~~stock~~3.02. toThe ~~each~~Common ofShares ~~the~~will ~~four~~be ~~non-employee~~issued ~~directors~~in ofreliance on the ~~Company~~ ~~(William~~exemption ~~Ullman,~~from ~~Greg~~registration ~~Richter,~~provided ~~Michael~~by ~~Garel,~~Section ~~and Scott Wattenberg~~3(a)(9) inof ~~consideration~~the ofSecurities ~~each~~Act of ~~the~~1933, ~~directors’~~as ~~$25~~amended,~~000 quarterly~~ ~~equity~~as ~~fee for~~ the ~~fourth~~Common ~~quarter~~Shares ofwill ~~2025~~be issued ~~pursuant~~in toexchange ~~their~~for ~~director~~the ~~agreements~~Preferred Shares, ~~valued~~there ~~based~~was onno ~~the~~additional ~~10-day~~consideration ~~average closing~~for ~~price of~~ the ~~Company’s~~exchange, ~~common~~and ~~stock~~there aswas ofno remuneration for the ~~end~~solicitation of the ~~fourth quarter of 2025, or approximately $0~~exchange.~~5457 per share.~~

OnDisclosure orRegarding about January 20, 2026, the Company issued 114,543 shares of Class A common stock to the Company’s Chief Revenue Officer, Thomas Gallagher, in consideration of his $62,500 quarterly equity fee for the fourth quarter of 2025 pursuant to his employment agreement, valued based on the 10Forward-~~day~~Looking ~~average closing price of the Company’s common stock as of the end of the fourth quarter of 2025, or approximately $0.5457 per share.~~Information

OnThis orCurrent ~~about~~Report ~~January~~on ~~20,~~Form ~~2026,~~8-K contains forward-looking statements within the ~~Company~~meaning ~~issued~~of ~~54,249~~the ~~shares~~Private Securities Litigation Reform Act of 1995. ~~Class~~These Aforward-looking ~~common~~statements ~~stock~~include, but are not limited to, statements regarding the Company’s ~~Chief~~beliefs ~~Financial~~and ~~Officer, Rodney~~expectations ~~Sperry,~~relating into ~~consideration~~the ofCommon ~~(i)~~Shares ~~his~~and ~~$18~~Preferred Shares,~~000~~ ~~quarterly~~and ~~equity~~the ~~fee~~Company’s ~~for~~compliance with Nasdaq’s Rules, and whether the ~~fourth~~Company’s common ~~quarter~~stock ofwill ~~2025~~remain ~~pursuant~~listed toon ~~his employment~~Nasdaq. ~~agreement,~~These ~~valued~~forward-looking statements are based on the ~~closing~~current ~~price~~beliefs and expectations of the Company’s ~~common~~management ~~stock~~with asrespect ofto ~~the~~future ~~end~~events, only speak as of the ~~fourth~~date ~~quarter~~that ofthey ~~2025, or~~are ~~approximately~~made ~~$0.4601~~and ~~per~~are ~~share,~~subject to significant risks and ~~(ii)~~uncertainties. ~~his~~Such ~~$18,000~~statements ~~quarterly~~can ~~equity~~be ~~fee~~identified ~~for~~by the ~~third~~use ~~quarter~~ of ~~2025~~words ~~pursuant~~such toas ~~his~~“future,” ~~employment~~“anticipates,” ~~agreement~~“believes,” ~~valued~~“estimates,” ~~based~~“expects,” on“intends,” ~~the~~“plans,” ~~closing~~“predicts,” “will,” ~~price~~“would,” of“could,” ~~the~~“continue,” ~~Company’s~~“can,” ~~common~~“may,” ~~stock~~“look forward,” as“aim,” of“hopes,” ~~the~~and ~~end~~similar ofterms, ~~the~~although ~~third~~not ~~quarter~~all offorward-looking ~~2025,~~statements orcontain ~~approximately~~such words $1or expressions.19 ~~per~~Actual ~~share~~results could differ significantly from those set forth in the forward-looking statements.

~~On or~~Important ~~about~~factors ~~January~~that ~~20,~~may ~~2026,~~cause actual results to differ materially from those in the ~~Company~~forward-looking ~~issued~~statements ~~119~~include,~~752~~ ~~shares~~but ofare ~~Class~~not Alimited ~~common~~to, ~~stock~~a tomaterial delay in the Company’s VPfinancial ~~of Technology~~reporting, ~~Puneet~~ ~~Vij,~~the inpossibility ~~consideration~~that ofthe ~~his~~Company ~~$65,342.47~~is ~~equity~~unable ~~fee~~to ~~for~~regain ~~September~~compliance 16with, ~~2025~~or thereafter continue to comply with, ~~through~~Nasdaq’s ~~December~~listing 31rules, or ~~2025~~experience ~~($225~~violations of additional listing rules,~~000~~ ~~per~~and ~~year)~~other ~~pursuant~~factors contained in the “Risk Factors” section and elsewhere in the Company’s filings with the SEC from time to ~~his~~time, ~~employment~~including, ~~agreement~~but not limited to, ~~valued~~its ~~based~~Annual Report on ~~the~~Form 10-~~day~~K ~~average~~and ~~closing~~its ~~price~~Quarterly Reports ofon ~~the~~Form 10-Q. The Company’s ~~common~~does ~~stock~~not asundertake ofto ~~the~~update ~~end~~any offorward-looking statements to reflect changed assumptions, the impact ~~fourth~~of ~~quarter~~circumstances or events that may arise after the date of ~~2025~~the forward-looking statements, or ~~approximately~~other ~~$0.5457~~changes ~~per~~over ~~share~~time, except as required by law.

~~The~~Item ~~Company~~9.01. ~~issued~~Financial ~~the~~Statements ~~foregoing securities pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) of the Securities Act~~ and Rule 506(b) of Regulation D promulgated thereunder, as the shareholders were accredited or financially sophisticated and had adequate access, through business or other relationships, to information about the Company, and the sales did not involve a public offering of securities or any general solicitationExhibits.

~~Item~~(d) ~~8.01. Other Events.~~Exhibits

On or about January 20, 2026, the Company issued (i) 4,000,000 shares of Class A common stock to Leron Group LLC, (ii) 250,000 shares of Class A common stock to Rucus Holdings LLC, and (iii) 400,000 shares of Class A common stock to Maxim Group LLC. These shares were registered in the Company’s registration statement on Form S-1 filed by the Company on December 11, 2025, and declared effective on December 19, 2025.

Exhibit No.		Description

10.1		Exchange Agreement, dated April 8, 2026, by and between Alpha Modus Holdings, Inc., and The Alessi 2023 Irrevocable Trust

104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

On* orFiled ~~about January 21, 2026, and January 22, 2026, the Company issued an aggregate of 360,381 shares of Class A common stock to H~~herewith.C. Wainwright & Co., LLC, pursuant to the Company’s At The Market Offering Agreement with H.C. Wainwright & Co., LLC, dated January 7, 2026. These shares were registered in the Company’s registration statement on Form S-3 filed by the Company on January 7, 2026, and declared effective on January 16, 2026.

Following the issuance of all of the shares of Class A common stock described above (in both Item 3.02 and Item 8.01 herein), the Company had 47,442,151 shares of Class A common stock outstanding.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	ALPHA MODUS HOLDINGS, INC.
Date: January 26, 2026	By:	/s/ William Alessi
Date: April 10, 2026	By:	/s/ William Alessi
	Name:	William Alessi
	Title:	President and Chief Executive Officer

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