Filing Analysis
Alpha Modus Holdings, Inc. entered into a Securities Purchase Agreement (SPA) for a PIPE financing involving the issuance of 51,621,560 shares of Class A Common Stock and 51,621,560 warrants. Notably, the consideration for this equity issuance is 3,170 bitcoin, representing a highly unconventional asset-based financing structure.
🚩 Red Flags
- Highly unconventional consideration (3,170 Bitcoin) for a securities offering, introducing extreme volatility and valuation risk.
- Significant potential dilution: The issuance of over 51 million shares plus 51 million warrants represents a massive increase in share count.
- Registration rights agreement (RRA) requires the company to register these shares for resale shortly after closing, creating immediate selling pressure.
- Restrictive covenants prevent the issuance of other equity securities until late 2026 or until the registration statement is effective.
📋 Key Facts
- Date of agreement: August 26, 2026.
- Total shares to be issued: 51,621,560 shares of Class A Common Stock.
- Total warrants to be issued: 51,621,560 warrants to purchase additional shares.
- Warrant exercise price: $4.36 per share.
- Aggregate purchase price: 3,170 bitcoin.
- Investors are non-U.S. persons, accredited, and had adequate access to information.
- The company must file a registration statement for the shares within 15 days of closing.
- Warrants have a two-year exercise term and include a 19.99% beneficial ownership limitation.
Alpha Modus Holdings, Inc. announced the termination of its Chief Revenue Officer, Thomas Gallagher, effective July 28, 2026. The departure was noted as being 'without cause'.
📋 Key Facts
- Termination date: July 28, 2026.
- Individual terminated: Thomas Gallagher.
- Position: Chief Revenue Officer (CRO).
- Nature of termination: Without cause.
Alpha Modus Holdings, Inc. appointed Alexander (Sasha) Asgary as Chief Strategy Officer via a consulting agreement with his entity, 9185-5759 Quebec Inc. The deal includes significant cash compensation and equity warrants issued to the consultant's entity.
🚩 Red Flags
- Related-party transaction: The compensation is paid to a private entity (9185-5759 Quebec Inc.) controlled by the officer rather than the individual directly.
- Highly dilutive sign-on award: $250,000 in warrants at a nominal exercise price of $0.0001/share represents significant potential dilution for existing shareholders.
- Long-term commitment: A 5-year initial term for a consulting-based officer role is unusually long for micro-cap strategic roles.
📋 Key Facts
- Alexander (Sasha) Asgary appointed as Chief Strategy Officer effective July 16, 2026.
- The appointment is structured through a Consulting Agreement with 9185-5759 Quebec Inc. (the 'Consultant'), an entity owned by Mr. Asgary.
- Compensation includes $250,000 per year in cash and $250,000 worth of common stock warrants as a sign-on award.
- Warrants to be issued on or before August 1, 2026, with an exercise price of $0.0001/share.
- The agreement has an initial term of 5 years.
- Chris Chumas moved from Chief Strategy Officer to Executive Vice President of the subsidiary, Alpha Modus Financial Services, LLC.
Alpha Modus Holdings, Inc. entered into a $10 million secured financing agreement with Streeterville Capital, LLC involving highly dilutive 'Secured Pre-Paid Purchases' and significant asset encumbrance.
🚩 Red Flags
- Highly dilutive financing structure (Death Spiral-adjacent features via VWAP discount and floor price triggers).
- First priority security interest granted over all company assets and intellectual property.
- Significant subordination of CEO/CSO debt and equity to the new investor.
- Mandatory cash repayment trigger if stock price falls below $0.81 for 5 consecutive days.
- Automatic interest rate escalation (penalty) if registration statement is not declared effective within 90 days.
📋 Key Facts
- Entered into a Securities Purchase Agreement (SPA) with Streeterville Capital, LLC for up to $10,000,000 in Secured Pre-Paid Purchases.
- Initial closing on June 30, 2026, resulted in an initial purchase of $2,190,000 principal (netting to $2,000,045 cash received).
- The financing includes an 8% original issue discount (OID) and 8% annual interest.
- Investor has the right to convert debt into common stock at a 10% discount to the 5-day VWAP, with a $0.81 floor price.
- If the registration statement is not effective within 90 days, the outstanding balance increases by 1% every 30 days.
- The financing is secured by first priority security interests in all company assets and intellectual property.
- A Subordination Agreement was executed by CEO William Alessi and CSO Chris Chumas, subordinating all their existing debt/equity to the new investor.
Alpha Modus Holdings, Inc. has regained compliance with Nasdaq's $1.00 minimum bid price requirement. This follows a non-compliance notice issued in January 2026 regarding the Bid Price Requirement.
🚩 Red Flags
- History of non-compliance with minimum bid price requirements (noted in January 2026 filing).
📋 Key Facts
- Nasdaq notified the company on June 30, 2026, that it has regained compliance with the $1.00 minimum bid price requirement (Nasdaq Listing Rule 5550(a)(2)).
- The matter regarding the Bid Price Requirement is now considered closed by Nasdaq.
- The company was previously under a deadline of July 13, 2026, to regain compliance.
Alpha Modus Holdings, Inc. has elected to terminate its At-The-Market (ATM) offering of Class A common stock with H.C. Wainwright & Co., LLC, which was originally established on January 7, 2026.
📋 Key Facts
- Termination date of ATM sales: June 11, 2026
- ATM Agreement date: January 7, 2026
- Counterparty: H.C. Wainwright & Co., LLC
- Security involved: Class A common stock
The company completed an exchange agreement with the family trust of its CEO, William Alessi, exchanging 3,870,000 shares of Series C Preferred Stock for 109,588,265 shares of Class A common stock. This transaction was specifically designed to inflate the market value of listed securities to avoid Nasdaq delisting and to reduce the stockholders' deficit.
🚩 Red Flags
- Related-party transaction involving the CEO's family trust
- Massive dilution of common shareholders (issuance of ~110M shares)
- Transaction used as a mechanism to artificially meet Nasdaq listing requirements rather than organic growth
- Indication of significant stockholders' deficit
📋 Key Facts
- Exchange date: June 5, 2026
- Counterparty: Family trust of CEO William Alessi
- Assets exchanged: 3,870,000 Series C Preferred Shares for 109,588,265 Class A Common Shares
- Post-transaction total outstanding Class A common stock: 164,884,640 shares
- Primary objective: Regain compliance with Nasdaq's Minimum Market Value of Listed Securities (MVLS) standard of $35 million
Alpha Modus Holdings, Inc. has implemented a 1-for-40 reverse stock split of its Class A common stock to regain compliance with Nasdaq's $1.00 minimum bid price requirement. The split is expected to be effective in the marketplace on June 15, 2026.
🚩 Red Flags
- Reverse stock split is a classic red flag for micro-cap companies, often indicating severe share price depreciation.
- The split is explicitly driven by a failure to maintain Nasdaq's minimum bid price, signaling significant market devaluation.
📋 Key Facts
- Reverse split ratio is 1-for-40.
- Primary purpose is to restore compliance with Nasdaq's $1.00 minimum bid price requirement.
- Effective date for trading on a split-adjusted basis is June 15, 2026.
- New CUSIP number assigned: 020952206.
- Pro forma outstanding shares will decrease from approximately 55,296,375 to approximately 1,382,410.
- No fractional shares will be issued; instead, fractional shares will be rounded up to one whole share.
- Authorized shares remain unchanged at 200,000,000.
Alpha Modus Holdings, Inc. announced the addition of an updated investor presentation to its website on May 12, 2026. The presentation, dated May 11, 2026, provides updated information regarding the company's business and operations.
📋 Key Facts
- Company added an updated investor presentation to its website on May 12, 2026.
- The presentation is dated May 11, 2026.
- The filing was made under Item 7.01 (Regulation FD Disclosure).
- Information is furnished and not deemed 'filed' for purposes of Section 18 of the Exchange Act.
Alpha Modus Holdings received a Nasdaq delisting notice for failing multiple financial standards and responded by entering into a massive share exchange agreement with the CEO's family trust to boost its market value and equity.
🚩 Red Flags
- Non-compliance with three separate Nasdaq listing requirements simultaneously.
- Massive potential dilution of over 109 million shares.
- Related-party transaction involving the CEO's family trust.
- Existence of a significant 'stockholders' deficit' requiring emergency equity restructuring.
📋 Key Facts
- Received Nasdaq notice on April 6, 2026, for non-compliance with the $35M Market Value of Listed Securities (MVLS), $2.5M stockholders' equity, and $500,000 net income standards.
- Entered into an Exchange Agreement on April 8, 2026, with The Alessi 2023 Irrevocable Trust (CEO William Alessi's family trust).
- The agreement involves exchanging 3,870,000 Series C Preferred Shares for 109,588,265 shares of Class A Common Stock.
- The exchange is intended to reduce the company's stockholders' deficit and increase market value to regain Nasdaq compliance.
- Issuance of the common shares is subject to shareholder approval under Nasdaq Rule 5635.
- The CEO's trust is subject to a lock-up period until June 13, 2026.
Alpha Modus Holdings, Inc. reported multiple equity issuances including significant stock distributions to institutional entities and various executives/directors. The company's total outstanding shares increased significantly following these transactions.
🚩 Red Flags
- Significant dilution: The issuance of over 4.6 million shares to institutional entities represents a massive increase in share count.
- Heavy reliance on ATM offerings (H.C. Wainwright) which is often used by micro-cap companies to raise immediate working capital, leading to continuous dilution.
- Extensive use of equity compensation for management and directors.
📋 Key Facts
- Issued 4,000,000 shares of Class A common stock to Leron Group LLC on Jan 20, 2026.
- Issued 250,000 shares of Class A common stock to Rucus Holdings LLC on Jan 20, 2026.
- Issued 400,000 shares of Class A common stock to Maxim Group LLC on Jan 20, 2026.
- Issued an aggregate of 360,381 shares to H.C. Wainwright & Co., LLC via an 'At The Market' (ATM) offering between Jan 21-22, 2026.
- Total outstanding Class A common stock reached 47,442,151 shares following these issuances.
- Various equity fees were paid to directors and officers (CRO, CFO, VP of Tech) in the form of common stock based on historical price averages.
Alpha Modus Holdings, Inc. received a notice from Nasdaq stating it is non-compliant with the $1.00 minimum bid price requirement. The company has until July 13, 2026, to regain compliance or face potential delisting.
🚩 Red Flags
- Delisting notice from Nasdaq
- Potential requirement for a reverse stock split to regain compliance
- Risk of reduced liquidity and inability to raise equity financing if delisted
📋 Key Facts
- Received written notice from Nasdaq on January 12, 2026.
- Non-compliance is due to the $1.00 minimum bid price requirement (Nasdaq Listing Rule 5550(a)(2)).
- The deficiency period expires July 13, 2026.
- To regain compliance via a second 180-day extension, the company must intend to effect a reverse stock split if necessary.
- Compliance can be achieved if the bid price closes at or above $1.00 for ten consecutive business days.
Alpha Modus Holdings, Inc. has filed an 8-K to announce the publication of a new company presentation on its website under Item 7.01 (Regulation FD Disclosure). The filing serves as a formal notice that summary information regarding the business is being made available to investors.
📋 Key Facts
- The Company added a new investor presentation dated January 13, 2026, to its website under the 'Investor Relations' section.
- The presentation contains summary information regarding the Company and its business operations.
- The filing is made pursuant to Item 7.01 (Regulation FD Disclosure).
- The company confirms it has no obligation to update or revise the information in the presentation.
Alpha Modus Holdings, Inc. entered into a securities purchase agreement with Alexander Haase-Dubosc for the issuance of a $110,000 convertible promissory note.
🚩 Red Flags
- Convertible debt with a significant discount (issued $110k note for $100k cash).
- Conversion price includes a 20% discount to the 5-day VWAP, which is highly dilutive to existing shareholders.
- The conversion feature allows the holder to elect conversion at any time after 6 months.
📋 Key Facts
- Effective Date: December 30, 2025
- Investor: Alexander Haase-Dubosc
- Principal Amount: $110,000
- Purchase Price: $100,000 (issued at a discount)
- Interest Rate: 7% per annum
- Maturity Date: December 29, 2026
- Conversion Terms: Holder can convert 6 months after issuance at a fixed price equal to 80% of the 5-day VWAP (as of Dec 31, 2025).
Alpha Modus Holdings, Inc. reported the results of its annual meeting of stockholders held on December 30, 2025. All proposals, including director elections and a significant increase in authorized shares, were approved by shareholders.
🚩 Red Flags
- Massive increase in authorized share count (10x increase from 200M to 2B shares) which can lead to significant future dilution if used for capital raises.
📋 Key Facts
- Annual Meeting held on December 30, 2025, with 78.5% of voting common stock represented (32,947,421 shares).
- Five directors (William Alessi, William Ullman, Greg Richter, Michael Garel, and Scott Wattenberg) were re-elected.
- Shareholders approved an amendment to increase authorized Class A common stock from 200,000,000 to 2,000,000,000 shares.
- Ratification of MaloneBailey, LLP as the independent registered public accounting firm for fiscal year 2025 was approved.
- Non-binding 'Say on Pay' vote regarding executive compensation was approved.
Alpha Modus Holdings, Inc. entered into a securities purchase agreement with AIFirst Ventures LLC for $250,000. The deal includes a non-interest bearing convertible promissory note and a warrant to purchase 1,000,000 shares of common stock at $1.00 per share.
🚩 Red Flags
- Highly dilutive warrant: The issuance of 1,000,000 warrants at a $1.00 strike price represents significant potential dilution for existing shareholders.
- Convertible note with fixed conversion price: The note allows conversion at a deep discount to current market prices (approx. $0.617 vs. recent VWAP of $0.771), which is characteristic of 'death spiral' financing structures.
- Micro-cap liquidity risk: The relatively small amount ($250k) suggests the company may be facing immediate cash flow constraints.
📋 Key Facts
- Effective date: December 2, 2025
- Investor: AIFirst Ventures LLC
- Total consideration: $250,000
- Instruments issued: One convertible promissory note and one common stock purchase warrant
- Note terms: Non-interest bearing; matures October 30, 2026; convertible at a fixed price (approx. $0.617) after 6 months
- Warrant terms: 1,000,000 shares of Class A common stock at an exercise price of $1.00/share
Alpha Modus Holdings, Inc. entered into a consulting agreement with Black Marble LP for sales and application development services. The agreement involves the issuance of 1,628,664 restricted shares of Class A common stock to be vested in four installments throughout 2026, contingent upon specific revenue or EBITDA performance milestones.
🚩 Red Flags
- Equity-based compensation for services (potential dilution).
- Contingent vesting based on aggressive revenue/EBITDA targets ($5M revenue / $1M EBITDA) which may incentivize short-termism or aggressive accounting.
- Unregistered sale of equity securities via Regulation D, Rule 506(b).
📋 Key Facts
- Date of Agreement: September 22, 2025; Date of Report: October 24, 2025.
- Counterparty: Black Marble LP.
- Services: Sales and application development services for financial services kiosks and web/mobile applications.
- Consideration: Issuance of 1,628,664 restricted shares of Class A common stock.
- Vesting Schedule: Four equal installments of 407,166 shares on Jan 1, Apr 1, Jul 1, and Oct 1, 2026.
- Performance Contingency: No shares vest until Company achieves either $1M in EBITDA or $5M in gross revenues attributable to Black Marble's efforts.
Alpha Modus Holdings, Inc. entered into consulting agreements with Rucus Holdings LLC and Leron Group LLC for marketing and sales services related to a retail kiosk rollout. In exchange for these services, the company is issuing a total of 4.25 million shares of Class A common stock.
🚩 Red Flags
- Significant equity dilution: The issuance of 4.25 million shares represents a substantial amount of equity for a micro-cap company.
- Potential related-party transactions: The filing notes these entities were crucial in securing retail placements, which warrants scrutiny regarding the independence of these consultants and the valuation of their services.
- Non-cash compensation: Using large blocks of common stock to pay for consulting services can be a sign of cash conservation at the expense of existing shareholders.
📋 Key Facts
- Entered into consulting agreements on September 22, 2025 (reported Oct 24, 2025).
- Rucus Holdings LLC to receive 250,000 shares of Class A common stock.
- Leron Group LLC to receive 4,000,000 shares of Class A common stock.
- Services are intended to support the rollout of financial services kiosks with a major US retailer.
- Securities issued under Section 4(a)(2) and Rule 506(b) of Regulation D (private placement).
Alpha Modus Holdings, Inc. entered into two significant financing agreements involving convertible promissory notes and warrants. Notably, one note was issued to a trust controlled by the company's CEO, William Alessi.
🚩 Red Flags
- Related-party transaction: The CEO's family trust is a direct lender and holder of convertible debt.
- Highly dilutive financing: Issuance of warrants at $1.10/share and notes with variable conversion prices (80% of VWAP) typically lead to significant equity dilution for existing shareholders.
- Multiple 8-K items (Item 1.01 and 2.03) involving complex debt instruments.
📋 Key Facts
- Issued 'Alessi Note' to The Alessi 2023 Irrevocable Trust (CEO's family trust) for $714,285.71 on Oct 19, 2025.
- The Alessi Note has an 8% annual interest rate, matures Sept 15, 2026, and converts at a fixed price of $5.00 per share.
- Entered into Securities Purchase Agreement with Haase-Dubosc Family Trust for $400,000.
- Issued 'Haase-Dubosc Note' ($400,000 principal) at 7% interest, maturing Oct 15, 2026, with a conversion price set at 80% of the 5-day VWAP (floating/variable).
- Issued warrants to Haase-Dubosc Trust for 363,636 shares at an exercise price of $1.10 per share.
Alpha Modus Holdings, Inc. has terminated an exchange agreement with a family trust belonging to its CEO, William Alessi. The agreement was cancelled because the company's stock price dropped from approximately $1.10 to $0.88 per share.
🚩 Red Flags
- Related-party transaction: The exchange agreement was with a trust controlled by the CEO's spouse.
- Significant dilution risk avoided via termination: The original deal would have resulted in massive issuance of 40.1M common shares, which likely would have caused extreme dilution.
- Extreme stock price volatility/decline: The share price dropped ~20% in a three-week period (from $1.10 to $0.88).
- Potential conflict of interest: The CEO's personal trust was attempting to exchange preferred shares for common shares at a time when the company's valuation was declining.
📋 Key Facts
- The cancellation agreement was entered into on September 8, 2025.
- The original Exchange Agreement (dated August 14, 2025) involved exchanging 4,300,000 shares of Series C Preferred Stock for 40,111,940 shares of Class A common stock.
- The counterparty is The Alessi 2023 Irrevocable Trust, which is beneficially owned by CEO William Alessi (his spouse serves as trustee).
- Termination was triggered by the decline in Class A common stock price from ~$1.10/share on August 15 to $0.8839/share on September 5, 2025.
- The company will no longer issue the 40,111,940 shares of Class A common stock under this agreement.
Alpha Modus Holdings, Inc. entered into an exchange agreement with a trust controlled by its CEO, William Alessi, to convert 4.3 million shares of Series C Preferred Stock into over 40.1 million shares of Class A Common Stock.
🚩 Red Flags
- Related-party transaction involving the CEO and a trust controlled by his spouse
- Massive dilution potential: The exchange results in a significant increase in common shares outstanding (40.1M new shares)
- Concentration of ownership: Large-scale conversion of preferred to common stock by an insider
📋 Key Facts
- Date of Agreement: August 14, 2025
- Counterparty: The Alessi 2023 Irrevocable Trust (beneficially owned by CEO William Alessi)
- Exchange Terms: 4,300,000 shares of Series C Preferred Stock for 40,111,940 shares of Class A Common Stock
- Lock-up Period: The trust is prohibited from selling or transferring the new common stock until June 13, 2026 (except to affiliates)
- Issuance Basis: Section 3(a)(9) exemption from registration; no additional cash consideration provided
Alpha Modus Holdings entered into a significant intellectual property license agreement with CashXAI, Inc. involving potential equity issuance of up to $10 million in common stock contingent on performance milestones. The filing also details several issuances of common stock to directors and officers as compensation or debt settlement.
🚩 Red Flags
- Significant potential dilution: The $10M equity issuance contingent on performance represents a massive potential increase in share count.
- Debt settlement via equity: Issuance of 138,000 shares to settle part of a $500,000 note suggests liquidity constraints.
- High-risk obligation: The company is explicitly obligated to 'secure general operating capital until Alpha Modus is cash flow positive', indicating current lack of self-sustaining cash flow.
- Multiple 8-K items in one filing (1.01, 3.02, 5.02) often indicates a period of high corporate activity or instability.
📋 Key Facts
- Entered into an exclusive, perpetual IP license agreement with CashXAI, Inc. and CashX, LLC on July 21, 2025.
- Contingent equity issuance: Up to $10,000,000 in common stock to be issued to CashX upon reaching $1M EBITDA or $5M gross revenue milestones (subject to shareholder approval).
- Cash investment obligation: Alpha Modus must invest between $250,000 and $2,000,000 over 24 months for IP use.
- Company is obligated to secure general operating capital until cash flow positive.
- Issued 138,000 shares of Class A common stock on July 17, 2025, to the Nancy Helen Wallace and Gerard Haase-Dubosc Family Trust to partially settle a $500,000 promissory note.
- Issued various tranches of stock to four directors and the Chief Revenue Officer for quarterly fees/services.
Alpha Modus Holdings, Inc. issued a $2,142,857.14 promissory note to The Alessi 2023 Irrevocable Trust, which is a family trust of the Company's CEO, William Alessi. The note carries an 8% interest rate and features a conversion price of $5.00 per share.
🚩 Red Flags
- Related-party transaction involving the CEO's family trust
- Potential for significant dilution due to the $5.00 conversion price (which may be significantly below current market value depending on trading context)
- Direct financial obligation created with an insider/related party
📋 Key Facts
- Date of transaction: July 10, 2025
- Principal amount of Note: $2,142,857.14
- Lender: The Alessi 2023 Irrevocable Trust (CEO's family trust)
- Interest rate: 8% per annum
- Maturity date: April 30, 2026
- Conversion price: $5.00 per share of Class A common stock at the holder's election
- Funding received by Company: ~$1,500,000 on or about July 10, 2025
Alpha Modus Holdings, Inc. announced an amended employment agreement for its CFO, Rodney Sperry, effective July 1, 2025. The amendment includes a salary increase structured as a mix of cash and company common stock.
🚩 Red Flags
- Related-party transaction involving executive compensation (CFO).
📋 Key Facts
- CFO Rodney Sperry entered into an Amended Employment Agreement on July 11, 2025.
- Total annual compensation increased to $144,000.
- Compensation structure: $72,000 in cash and $72,000 in Class A Common Stock per year.
- Stock compensation is payable quarterly based on the Nasdaq closing price of the last trading day of each quarter.
Alpha Modus Holdings, Inc. has successfully transferred its listings for Class A common stock and warrants from the Nasdaq Global Market to the Nasdaq Capital Market. This transfer resolves previous deficiencies regarding market value of publicly held shares and market value of listed securities.
🚩 Red Flags
- Previous non-compliance with Nasdaq listing rules regarding market value requirements
- Downgrade in market tier (Global Market to Capital Market) typically indicates lower liquidity or smaller market capitalization
📋 Key Facts
- Effective date of listing transfer: July 14, 2025
- Transferred from Nasdaq Global Market to Nasdaq Capital Market
- Resolves deficiency under Nasdaq Listing Rule 5450(b)(2)(C) (Market Value of Publicly Held Shares)
- Resolves deficiency under Nasdaq Listing Rule 5450(b)(2)(A) (Market Value of Listed Securities)
- The transfer addresses notices dated January 6, 2025, and February 5, 2025
Alpha Modus Holdings, Inc. entered into an exchange agreement with four family trusts controlled by CEO William Alessi to convert 3.2 million shares of Series C Preferred Stock into approximately 26.08 million shares of Class A Common Stock.
🚩 Red Flags
- Significant Related-Party Transaction: The exchange involves the CEO's family trusts.
- Massive Dilution Potential: Conversion of preferred stock into over 26 million common shares represents a substantial increase in the common share count, which could significantly dilute existing shareholders.
- Concentrated Control/Ownership: The transaction effectively shifts value from preferred equity to common equity held by the CEO's family interests.
📋 Key Facts
- Date of Agreement: May 27, 2025
- Parties involved: Alpha Modus Holdings, Inc. and four family trusts (The WRA 2023, The Janet Alessi 2023, The Isabella Alessi 2023, and The Kim Alessi Richter Irrevocable Trusts).
- Exchange terms: 3,200,000 shares of Series C Preferred Stock exchanged for 26,079,868 shares of Class A Common Stock.
- Distribution: Each trust received 6,519,967 shares of common stock.
- Lock-up period: The trusts agreed not to sell or transfer the common stock until June 13, 2026 (subject to permitted affiliate transfers).
- Issuance method: Reliance on Section 3(a)(9) exemption from registration.
Alpha Modus Holdings, Inc. announced that its CEO and CSO will participate in a live interview on X (formerly Twitter) via Barchart on May 13, 2025.
📋 Key Facts
- CEO William Alessi and CSO Chris Chumas to participate in a live interview.
- Interview scheduled for May 13, 2025, at 10:45 a.m. ET.
- The interview will be hosted on https://x.com/Barchart.
- A recording of the interview will be made available on the company's website.
Alpha Modus Holdings entered into a Patent Monetization Agreement and an Option Agreement with entities controlled by its CEO, William Alessi. Additionally, the company amended a secured convertible note with Streeterville Capital, significantly increasing the debt balance and reducing the floor price to $1.25.
🚩 Red Flags
- Related-party transaction: CEO is using company funds to finance litigation for his own private entity (AMV).
- Significant dilution risk: The Option Agreement involves the potential issuance of $35M worth of common stock.
- Debt escalation: Total debt increased by applying a 20% penalty to the outstanding balance.
- Severe downward pressure on equity value: Floor price reduction from $4.00 to $1.25 indicates extreme distress or significant dilution potential.
- High cash burn/repayment obligation: Monthly payments of $582,000 plus interest represent a massive liquidity drain for a micro-cap company.
📋 Key Facts
- Entered into a Patent Monetization Agreement with Alpha Modus Ventures, LLC (controlled by CEO William Alessi) for litigation funding against Broadcom Inc.
- The Company will receive 65% of gross proceeds from litigation after recouping funds, up to a 5x return, then 45%, then 35%.
- Entered into an Option Agreement with the CEO and Chief Sales Officer to acquire AMV for $300,000 plus the issuance of shares valued at $35,000,000.
- Amended a secured convertible note with Streeterville Capital, increasing the outstanding balance to $3,597,501.71 due to a 20% prepayment penalty application.
- The Note's floor price was significantly reduced from $4.00 to $1.25.
- Monthly payments under the note are set at $582,000 plus accrued interest.
Alpha Modus Holdings, Inc. has updated its investor relations website with a new company presentation dated February 14, 2025.
📋 Key Facts
- Company added a new presentation to the 'Investor Relations' section of its website on February 14, 2025.
- The presentation contains summary information regarding the Company and its business operations.
Alpha Modus Holdings, Inc. received a notice from Nasdaq stating it no longer meets the minimum market value of listed securities (MVLS) requirement of $50,000,000. The company has 180 days, until August 4, 2025, to regain compliance by maintaining an MVLS of at least $50 million for ten consecutive business days.
🚩 Red Flags
- Delisting notice from Nasdaq (Item 3.01).
- Market capitalization has fallen below the required $50M threshold.
- Risk of reduced liquidity and inability to access public capital markets if delisted.
📋 Key Facts
- Received written notice from Nasdaq on February 5, 2025.
- Failure to meet the Minimum Market Value of Listed Securities (MVLS) requirement of $50,000,000.
- The company has a compliance period until August 4, 2025.
- Compliance can be achieved if MVLS closes at $50,000,000 or more for ten consecutive business days during the grace period.
Alpha Modus Holdings, Inc. has amended a secured convertible promissory note with Streeterville Capital, LLC due to the company's stock price falling below a $4.00 floor price for ten consecutive days. The amendment delays mandatory monthly payments until May 16, 2025, but imposes heavy cash flow penalties including high-interest monthly payments and a requirement to remit 50% of all equity line proceeds to the investor.
🚩 Red Flags
- Severe liquidity strain: The company is facing mandatory monthly payments of ~$582,000 (including interest/multiplier) starting in May.
- Predatory terms: Requirement to remit 50% of all future equity financing proceeds directly to the lender significantly hampers ability to raise capital.
- Stock price distress: The trigger for these onerous terms was the stock trading below $4.00 for over ten consecutive days.
- High-interest/penalty structure: Use of a 120% multiplier on monthly payments indicates highly distressed financing.
📋 Key Facts
- Original Note principal: $2,890,000 (net purchase price $2,600,000) funded on Dec 16, 2024.
- The stock price has been below the $4.00 floor price for >10 consecutive trading days, triggering payment obligations under the original terms.
- Amendment dated Jan 27, 2025, delays monthly payments from March 16, 2025, to May 16, 2025.
- Monthly payments will be $485,000.00 plus accrued interest, multiplied by 120%.
- The Company must pay the Investor 50% of all proceeds from any equity line of credit or similar arrangement within one trading day.
Alpha Modus Holdings, Inc. received a notice from Nasdaq stating it no longer meets the minimum market value of publicly held shares (MVPHS) requirement of $15,000,000. The company has 180 days, until July 7, 2025, to regain compliance by maintaining the required MVPHS for ten consecutive business days.
🚩 Red Flags
- Delisting notice from Nasdaq (Item 3.01).
- Failure to meet minimum market value requirements indicates significant loss in market capitalization/liquidity.
- Risk of reduced liquidity and inability to access public capital markets if delisted.
📋 Key Facts
- Received written notice from Nasdaq on January 6, 2025.
- Failure to meet minimum market value of publicly held shares (MVPHS) requirement of $15,000,000.
- Compliance period: 180 calendar days, expiring July 7, 2025.
- Requirement for compliance: MVPHS must close at $15,000,000 or more for ten consecutive business days.
Alpha Modus Holdings, Inc. announced the appointment of Thomas Gallagher as Chief Revenue Officer effective January 2, 2025. The filing also details new director compensation agreements for non-employee board members following a recent business combination.
🚩 Red Flags
- Significant equity-based compensation for new CRO ($250k/year) and directors ($100k/year each) may lead to future dilution in a micro-cap context.
📋 Key Facts
- Thomas Gallagher appointed as Chief Revenue Officer (CRO) on January 2, 2025.
- Gallagher's compensation includes $175,000 annual base salary and $250,000 in annual common stock issued quarterly.
- Non-employee directors (Richter, Garel, Wattenberg, Ullman) to receive $100,000 in common stock and $25,000 in cash per annum.
- Director agreements are effective as of the December 13, 2024, business combination closing.
Alpha Modus Holdings, Inc. announced that its wholly-owned subsidiary was issued a new patent by the USPTO titled 'Methods for Personalized Marketing and Advertising' (Patent No. 12,175,484) on December 24, 2024.
📋 Key Facts
- USPTO issued Patent Number 12,175,484 to Alpha Modus, Corp. (subsidiary).
- Patent Title: 'Methods for Personalized Marketing and Advertising'.
- Date of event: December 24, 2024.
- The patent is held by the company's wholly-owned subsidiary.
Alpha Modus Holdings, Inc. (formerly Insight Acquisition Corp.) has consummated a business combination merger with Alpha Modus, Corp. Simultaneously, the company entered into a highly dilutive and restrictive $2.89M secured convertible promissory note with Streeterville Capital, LLC.
🚩 Red Flags
- Highly dilutive financing terms (convertible note with a floating conversion price).
- Death spiral provisions: 1% principal increase every 30 days if registration is delayed.
- Extremely restrictive covenants including subordination of all other debt and equity to the new investor.
- Investor holds first priority security interest in all assets, including the entire IP portfolio.
- Potential for massive dilution via a $20M exclusive equity line of credit right granted to the investor.
- Requirement to seek shareholder approval for shares exceeding Nasdaq Exchange Cap due to dilutive terms.
📋 Key Facts
- Merger completed on December 13, 2024; Company changed name from Insight Acquisition Corp. to Alpha Modus Holdings, Inc.
- Secured convertible promissory note issued to Streeterville Capital, LLC for $2,890,000 (net proceeds $2,600,000).
- Note features a 10% per annum interest rate and a 20% prepayment premium.
- Conversion price is set at 90% of the lowest 5-day VWAP, subject to a $4.00 floor price.
- Investor has an exclusive right to enter into an equity line of credit for up to $20,000,000.
- Note includes 'death spiral' features: automatic principal increases if registration statements are not declared effective within 120 days.
- All company and legacy assets, including intellectual property/patents, are pledged as first-priority security for the note.
Insight Acquisition Corp. has amended a securities purchase agreement with Streeterville Capital, LLC (controlled by John M. Fife) regarding a $2.89M secured convertible promissory note tied to its business combination with Alpha Modus, Corp. The amendment introduces a conversion price floor of $4.00 and repayment obligations if the stock price underperforms.
🚩 Red Flags
- Related-party transaction: The investor (Streeterville Capital, LLC) is controlled by John M. Fife.
- Downside protection for lender: The $4.00 conversion floor and mandatory repayment trigger create significant liquidity risk for the company if the stock price fails to maintain that level.
- Debt obligation tied to business combination: The note's closing is contingent upon the Alpha Modus, Corp. merger.
📋 Key Facts
- Amended SPA dated December 12, 2024, regarding a secured convertible promissory note.
- Original principal amount of the Note is $2,890,000; net purchase price is $2,600,000.
- New conversion price floor established at $4.00 per share.
- Repayment trigger: If closing bid price is below $4.00 for 10 consecutive trading days, repayment must commence 90 days after the Purchase Price Date.
- Investor (Streeterville Capital, LLC) agreed to a 12-month moratorium on foreclosing on Company assets following the Purchase Price Date.
- Polar Multi-Strategy Master Fund agreed to forfeit 850,000 shares of Alpha Modus, Corp. common stock as part of the business combination structure.
Insight Acquisition Corp. announced that stockholders have approved an extension to the deadline for completing its initial business combination. The new deadline is March 7, 2025, moving from the previous expiration of December 7, 2024.
🚩 Red Flags
- SPAC (Special Purpose Acquisition Company) extension: Indicates the company has not yet found a target or completed a merger within its original timeframe, increasing the risk of liquidation if no deal is reached by March 2025.
📋 Key Facts
- Stockholders approved an extension for the company to consummate an initial business combination.
- The original deadline was December 7, 2024.
- The new deadline is March 7, 2025.
Insight Acquisition Corp. held a special meeting on December 6, 2024, where stockholders approved the Fourth Amendment to extend the business combination deadline from December 7, 2024, to March 7, 2025. The proposal passed with approximately 75.93% of outstanding shares voting in favor.
🚩 Red Flags
- Repeated extensions (this is the Fourth Amendment) indicate difficulty in finding a target or closing a deal within the original timeframe.
- The company is operating under a ticking clock to complete a merger before the March 2025 deadline.
📋 Key Facts
- Stockholders approved a fourth extension of the Business Combination Period on Dec 6, 2024.
- The new deadline to consummate an initial business combination is March 7, 2025.
- The proposal received 4,950,037 votes 'FOR', representing ~75.93% of outstanding common stock.
- Only 1 share was tendered for redemption in connection with the vote.
Insight Acquisition Corp. (AMOD) announced a revision to its post-business combination board committee compositions due to the discovery that director Greg Richter is not an independent director because he is the brother-in-law of Chairman William Alessi.
🚩 Red Flags
- Related-party issue: A director (Greg Richter) is related to the Chairman (William Alessi), impacting board independence requirements for Nasdaq compliance.
- Governance oversight: The failure to identify this relationship prior to the filing of the definitive proxy statement on September 18, 2024.
📋 Key Facts
- The company is in the process of a business combination with Alpha Modus, Corp.
- On November 25, 2024, the company determined that Greg Richter does not qualify as an independent director under Nasdaq rules due to a familial relationship with Chairman William Alessi.
- Post-merger committees (Audit, Compensation, and Nominating/Governance) have been restructured to remove Mr. Richter from roles requiring independence or to adjust chairmanships accordingly.
- The company will change its name to Alpha Modus Holdings, Inc. upon completion of the merger.
Insight Acquisition Corp. (INAQ) successfully held a Special Meeting of Stockholders on October 29, 2024, where shareholders overwhelmingly approved the business combination with Alpha Modus, Corp. The meeting also approved necessary charter amendments and Nasdaq-related proposals to facilitate the merger.
🚩 Red Flags
- Significant redemption volume: 426,135 shares were redeemed, which represents a portion of the total outstanding common stock (approx. 6.7% of the record date total).
📋 Key Facts
- Special Meeting held on October 29, 2024.
- Proposal 1 (Business Combination with Alpha Modus, Corp.) approved by 85.22% of outstanding shares.
- Proposal 2 (Amended and Restated Charter to authorize Series C Redeemable Convertible Preferred Stock) approved by 85.22% of outstanding shares.
- Proposal 3 (Nasdaq Proposal regarding share issuance for the merger) approved by approximately 100% of present/represented shares.
- 426,135 shares were tendered for redemption in connection with the vote.
Insight Acquisition Corp. entered into a securities purchase agreement with Streeterville Capital, LLC to issue a $2.89 million secured convertible promissory note to fund its upcoming business combination with Alpha Modus, Corp.
🚩 Red Flags
- Highly dilutive financing terms (conversion at a 10% discount to VWAP).
- Significant 'death spiral' potential due to the floating conversion price and mandatory registration requirements.
- Investor has first priority security interest in all company and target assets, including IP.
- Subordination agreement requires existing capital parties to subordinate all debt/equity and voting rights to the new investor.
- Related-party involvement: Investor is controlled by John M. Fife.
📋 Key Facts
- Investor: Streeterville Capital, LLC (controlled by John M. Fife).
- Principal amount of Note: $2,890,000; Net purchase price: $2,600,000.
- The Note is secured by first priority security interests in all assets of Insight and Alpha Modus, including intellectual property.
- Includes a 'Reinvestment Right' for up to an additional $5,000,000 and an exclusive right to enter an equity line of credit of at least $20,000,000 with the Company.
- Conversion price: 90% of the lowest daily VWAP during the five trading days preceding conversion.
- The Note includes a mandatory registration requirement for shares issuable upon conversion within 30 days of closing.
Insight Acquisition Corp. (a SPAC) held a special meeting on October 14, 2024, where stockholders voted to adjourn the meeting to October 29, 2024. The adjournment is intended to allow more time for proxy solicitation regarding its proposed business combination with Alpha Modus.
🚩 Red Flags
- SPAC adjournment often indicates the company is struggling to secure sufficient votes or redemptions to complete its business combination (de-SPAC).
📋 Key Facts
- Special Meeting held on October 14, 2024, was adjourned to Tuesday, October 29, 2024, at 11:00 a.m. ET.
- The adjournment was approved by 5,512,500 shares of common stock (84.56% of the shares entitled to be voted).
- Stockholders' redemption deadline has been extended to Friday, October 25, 2024, at 5:00 p.m. ET.
- The meeting concerns a proposed business combination with Alpha Modus.
Insight Acquisition Corp. has announced the postponement of its Special Meeting of stockholders regarding a proposed business combination with Alpha Modus. The meeting, originally scheduled for October 14, 2024, is now rescheduled to October 23, 2024.
🚩 Red Flags
- Postponement of a SPAC merger vote can sometimes indicate difficulties in securing sufficient proxy votes or managing redemption levels, though this is not explicitly stated as the reason here.
📋 Key Facts
- Special Meeting postponed from October 14, 2024, to October 23, 2024.
- The meeting will be formally adjourned on October 14 at 10:30 a.m. and reopened on October 23 at 11:00 a.m.
- Redemption deadline for stockholders extended to Monday, October 21, 2024, at 5:00 p.m. ET.
- The company is in the process of filing a Form S-4 and Schedule 14A related to the proposed business combination with Alpha Modus.
Insight Acquisition Corp. received a notice from Nasdaq stating its securities are subject to delisting because the company failed to complete a business combination within the required 36-month window following its IPO effectiveness on September 1, 2021.
🚩 Red Flags
- Delisting notice from Nasdaq
- Failure to complete business combination within the mandatory 36-month SPAC window
- Imminent suspension of trading (scheduled for Oct 8, 2024) if appeal is not filed/granted
📋 Key Facts
- Nasdaq Notice Date: September 27, 2024
- Reason for non-compliance: Failure to complete a business combination by the September 1, 2024 deadline (per Nasdaq IM-5101-2).
- Deadline to request appeal: October 4, 2024.
- Suspension of trading date: October 8, 2024, if no appeal is filed.
- The company plans to request an appeal of the delisting determination.
Insight Acquisition Corp. filed an 8-K/A to amend a previous filing, clarifying that the company received a delisting notice from Nasdaq for failing to meet the $15 million market value of publicly held securities (MVPHS) requirement. The company has been granted a 180-day period until January 27, 2025, to regain compliance.
🚩 Red Flags
- Delisting notice from Nasdaq regarding market value requirements.
- Failure to meet minimum MVPHS threshold indicates low liquidity/market interest in the SPAC's shares.
- Amendment (8-K/A) required to correct errors in a previous material disclosure.
📋 Key Facts
- Received notice from Nasdaq on July 29, 2024, regarding non-compliance with Nasdaq Listing Rule 5450(b)(2)(C).
- The deficiency is specifically related to the $15,000,000 market value of publicly held securities (MVPHS) requirement.
- The company has a 180-day grace period to regain compliance, expiring on January 27, 2025.
- To regain compliance, MVPHS must close at $15,000,000 or more for at least ten consecutive business days within the 180-day window.
Insight Acquisition Corp. received a notice from Nasdaq stating it has failed to meet the minimum $15,000,000 market value of listed securities (MVLS) requirement. The company has been granted a 180-day grace period to regain compliance.
🚩 Red Flags
- Delisting notice from Nasdaq regarding minimum market value requirements.
- Potential for delisting if the company cannot increase its market capitalization significantly within 6 months.
- Low liquidity/market interest implied by failure to maintain $15M MVLS.
📋 Key Facts
- Notice received from Nasdaq on July 29, 2024.
- Failure to meet the $15,000,000 MVLS requirement under Nasdaq Listing Rule 5450(b)(2)(C).
- The deficiency is based on market value for the 30 consecutive business days prior to the notice date.
- Compliance period of 180 calendar days, expiring January 27, 2025.
- To regain compliance, MVLS must close at $15,000,000 or more for at least ten consecutive business days during the grace period.
Insight Acquisition Corp. has amended its business combination agreement with Alpha Modus Corp., extending the 'Outside Date' for the merger to September 9, 2024. The amendment also involves restructuring debt settlements and issuing common stock to underwriters and management in lieu of cash payments.
🚩 Red Flags
- Extension of 'Outside Date' suggests potential delays or difficulties in meeting original merger timelines.
- Significant issuance of equity to underwriters and management (totaling 425,000+ shares) may lead to further dilution for existing shareholders.
- Complex restructuring of deferred underwriting discounts from cash to equity indicates liquidity/cash preservation measures.
📋 Key Facts
- The Business Combination Agreement (BCA) deadline is extended from June 7, 2024, to September 9, 2024.
- Cantor Fitzgerald & Co. will receive 210,000 shares of Class A common stock in full satisfaction of a $3.0 million deferred underwriting discount.
- Odeon Capital Group, LLC will receive 90,000 shares to satisfy a $1.0 million deferred underwriting discount.
- The company eliminated the requirement to pay off up to $2.0 million in indebtedness for Polar Multi-Strategy Master Fund and Janbella Group, LLC at closing.
- Michael Singer is set to receive 125,000 shares of Class A common stock as part of a fee waiver agreement with the Sponsor.
Insight Acquisition Corp. successfully held a special meeting where stockholders approved the Third Extension Amendment to extend the business combination deadline from June 7, 2024, to December 7, 2024. The extension was granted in exchange for monthly deposits into the Trust Account.
🚩 Red Flags
- SPAC extension: The company is struggling to find a target and must repeatedly pay for extensions to avoid liquidation.
- Redemption activity: Significant number of shares (481,865) were tendered for redemption, reducing the cash available in trust.
📋 Key Facts
- Stockholders approved a proposal to extend the Business Combination Period by up to six one-month extensions (until Dec 7, 2024).
- The extension requires depositing the lesser of $20,000 or $0.02 per outstanding share into the Trust Account for each month.
- The proposal received 82.02% approval (5,741,997 shares), exceeding the required 65% threshold.
- 481,865 shares were tendered for redemption in connection with the vote.
- A deposit of $10,381.60 was made to extend the period from June 7, 2024, to July 7, 2024.
Insight Acquisition Corp. has announced that its previously issued financial statements for the three and nine months ended September 30, 2023, should no longer be relied upon due to material errors in accounting for trust fund withdrawals. The company identified unauthorized use of Trust Account funds for tax liabilities and operating expenses, resulting in significant misstatements regarding amounts due from the Sponsor and due to shareholders.
🚩 Red Flags
- Restatement of previously issued financial statements (Item 4.02).
- Material weakness in internal controls over financial reporting.
- Misuse/Unauthorized withdrawal of funds from the Trust Account, which is a significant breach of SPAC fiduciary structure.
- Significant 'Due from Sponsor' amount ($994,950) indicating potential conflict or mismanagement regarding sponsor obligations.
📋 Key Facts
- The Company is restating financial statements for the periods ended September 30, 2023.
- Total amount withdrawn from Trust Account between IPO (Sept 7, 2021) and Dec 31, 2023: $2,703,102.
- Amount remitted to tax authorities: $1,653,743.
- Unremitted excess funds from Trust Account: $1,049,359 (to be recorded as 'Due from Sponsor').
- Error in shareholder redemption calculation: $628,758 (to be recorded as 'Due to Shareholders').
- Management determined use of withdrawn trust funds was not in accordance with the Trust Agreement.
- The company identified a material weakness in disclosure controls and procedures and internal control over financial reporting.
Insight Acquisition Corp. has removed its CEO and CFO, Jeff Gary, following the discovery of unauthorized fund transfers from both the Trust Account and operating accounts to the Sponsor. The Board discovered that over $2.49 million was withdrawn from the Trust Account for non-tax purposes and approximately $891,000 was transferred from operating accounts to the Sponsor.
🚩 Red Flags
- Misappropriation of funds: Unauthorized use of Trust Account funds (which are typically restricted in SPACs) for general business expenses.
- Internal control failure: Significant unauthorized transfers from operating accounts to a Sponsor.
- Officer departure under duress/investigation: CFO removed following discovery of financial irregularities.
- Potential restatement risk: The filing notes these issues were discovered during the preparation of the 2023 Annual Report on Form 10-K.
📋 Key Facts
- Jeff Gary removed as CEO and CFO effective April 21, 2024.
- Unauthorized Trust Withdrawal: $2,497,248.57 withdrawn between March 2, 2023, and December 5, 2023; $1,049,359.40 was used for business expenses rather than taxes.
- Sponsor Reimbursement: The Sponsor repaid the $1,049,359.40 plus interest to the Trust Account on March 15 and 26, 2024.
- Operating Account Transfers: Jeff Gary transferred $480,000 (July 20, 2023) and $411,000 (August 7, 2023) from operating accounts to the Sponsor; $891,000 was subsequently returned by the Sponsor.
- Management Changes: Michael Singer appointed CEO; Glenn Worman (via SeatonHill Partners, LP) appointed as new CFO.
- Indemnification/Reimbursement: Jeff Gary agreed to reimburse the Company for all fees and expenses related to hiring the new CFO.