ALPHA MODUS HOLDINGS, INC. 8-K

What Happened

• Alpha Modus Holdings, Inc. filed an 8-K reporting two material developments. On April 8, 2026 the company entered an Exchange Agreement with the family trust of CEO William Alessi to exchange 3,870,000 shares of Series C Preferred Stock for 109,588,265 shares of Class A common stock. The trust agreed not to transfer the common shares it would receive until June 13, 2026 (except permitted affiliate transfers). The Common Shares will not be issued and the Preferred Shares will not be cancelled until the company complies with the shareholder approval requirements of Nasdaq Rule 5635.
• Separately, on April 6, 2026 Nasdaq’s Listing Qualifications Department notified the company that it no longer meets Nasdaq’s continued listing standards — specifically the $500,000 minimum net income, the $35 million minimum market value of listed securities (MVLS) alternative, and the $2.5 million minimum stockholders’ equity alternative.

Key Details

• Exchange Agreement: 3,870,000 Series C Preferred → 109,588,265 Class A common shares; agreement dated April 8, 2026.
• Transfer restriction: trust agreed not to sell/transfer received common shares until June 13, 2026 (with limited affiliate exceptions).
• Nasdaq Notice: dated April 6, 2026; company has 45 days to submit a plan to regain compliance; Nasdaq may grant up to 180 calendar days from the Notice to regain compliance if a plan is accepted.
• Company stated purposes for the exchange: (i) try to raise market value to regain compliance with the MVLS standard and (ii) materially reduce stockholders’ deficit.

Why It Matters

• For investors, the exchange and Nasdaq notice are material because they affect share count, potential dilution, and the company’s listing status. The exchange would greatly increase the number of outstanding common shares if completed, but issuance is conditioned on satisfying Nasdaq shareholder-approval rules. The Nasdaq noncompliance notice puts the company at risk of delisting if it cannot regain compliance within the permitted timeline, which could reduce liquidity, limit access to capital markets, and affect employee equity incentives.