ALPHA MODUS HOLDINGS, INC. 8-K

What Happened

• Alpha Modus Holdings, Inc. announced on June 30, 2026 that it entered into a Securities Purchase Agreement with Streeterville Capital, LLC providing for up to $10,000,000 of secured "Pre‑Paid Purchases" (financing). At the initial closing the company sold an Initial Pre‑Paid Purchase with an original principal of $2,190,000 and delivered 450,000 “pre‑delivery” common shares; the investor paid $2,000,045 at closing.
• The financing is secured by first‑priority liens on the company’s assets (including intellectual property via a separate IP security agreement), is guaranteed by the company’s subsidiaries, and includes a Subordination and Voting Agreement in which certain insiders (including CEO William Alessi and CSO Chris Chumas) subordinate their claims and agree to restrictions on payments, conversions and transfers until the investor is paid in full. Shareholder approval required by Nasdaq rules was obtained on June 30, 2026.

Key Details

• Commitment: up to $10,000,000 total; Initial Pre‑Paid Purchase principal $2,190,000; investor paid $2,000,045 and received 450,000 pre‑delivery shares at initial closing (June 30, 2026).
• Economics and term: each Pre‑Paid Purchase matures 18 months after funding, carries an 8% original issue discount (OID), accrues 8% annual interest, and is prepayable after 10 trading days at a 10% premium.
• Share purchase mechanics: holder may convert outstanding balance to common shares at a price equal to 90% of the lowest daily VWAP during the five trading days before notice, subject to a $0.81 per‑share floor and a 9.99% beneficial‑ownership cap.
• Protective and filing requirements: company must file a Schedule 14C and a registration statement within 30 days of initial closing; if the registration statement is not declared effective within 90 days, the outstanding balance increases by 1% and keeps increasing 1% monthly until effective or for up to six months.

Why It Matters

• Liquidity vs. dilution tradeoff: the deal provides immediate cash (initial ~$2.0M received and up to $10M available) to support operations, but allows the investor to convert debt into shares at a discounted VWAP (potential dilution), subject to a $0.81 floor and ownership caps.
• Asset and corporate control implications: the financing is secured by first‑priority liens on company assets (including IP) and subsidiaries guaranty obligations, and insiders’ obligations are subordinated—giving the investor strong creditor protections ahead of other stakeholders.
• Near‑term obligations and timing risks: the company must complete registration filings quickly to avoid automatic balance increases; failure to timely register could raise the effective cost of the financing and accelerate cash repayment requirements if the share price stays below the $0.81 floor.