Filing Analysis
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.