Form 8-K

8-K — ALPHA MODUS HOLDINGS, INC.

Accession: 0001493152-26-016183

Filed: 2026-04-10

Period: 2026-04-06

CIK: 0001862463

SIC: 6794 (PATENT OWNERS & LESSORS)

Item: Entry into a Material Definitive Agreement

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

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

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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): April 6, 2026

ALPHA

MODUS HOLDINGS, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-40775

86-3386030

(State

or other jurisdiction

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 ☒

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.

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”).

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.

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.

The

disclosure provided above in Item 1.01 above is incorporated by reference into this Item 3.02. The Common Shares will be issued in reliance

on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, as the Common Shares will be

issued in exchange for the Preferred Shares, there was no additional consideration for the exchange, and there was no remuneration for

the solicitation of the exchange.

Disclosure

Regarding Forward-Looking Information

This

Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of

1995. These forward-looking statements include, but are not limited to, statements regarding the Company’s beliefs and expectations

relating to the Common Shares and Preferred Shares, and the Company’s compliance with Nasdaq’s Rules, and whether the Company’s

common stock will remain listed on Nasdaq. These forward-looking statements are based on the current beliefs and expectations of the

Company’s management with respect to future events, only speak as of the date that they are made and are subject to significant

risks and uncertainties. Such statements can be identified by the use of words such as “future,” “anticipates,”

“believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,”

“will,” “would,” “could,” “continue,” “can,” “may,” “look

forward,” “aim,” “hopes,” and similar terms, although not all forward-looking statements contain such words

or expressions. Actual results could differ significantly from those set forth in the forward-looking statements.

Important factors that may cause actual results to differ materially from

those in the forward-looking statements include, but are not limited to, a material delay in the Company’s financial reporting,

the possibility that the Company is unable to regain compliance with, or thereafter continue to comply with, Nasdaq’s listing rules,

or experience violations of additional listing rules, and other factors contained in the “Risk Factors” section and elsewhere

in the Company’s filings with the SEC from time to time, including, but not limited to, its Annual Report on Form 10-K and its Quarterly

Reports on Form 10-Q. The Company does not undertake to update any forward-looking statements to reflect changed assumptions, the impact

of circumstances or events that may arise after the date of the forward-looking statements, or other changes over time, except as required

by law.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits

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)

Filed herewith.

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:

April 10, 2026

By:

/s/

William Alessi

Name:

William

Alessi

Title:

President

and Chief Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

EXCHANGE

AGREEMENT

THIS

EXCHANGE AGREEMENT (this “Agreement”), dated effective as of April 8, 2026, is entered into by and between Alpha Modus Holdings,

Inc. (the “Company”), and The Alessi 2023 Irrevocable Trust (the “Stockholder”).

Exchange. In consideration of the return and cancellation of 3,870,000 shares of Series C Preferred Stock by the Stockholder,

the Company shall issue 109,588,265 shares of Class A common stock to the Stockholder. The Stockholder shall not sell or transfer such

shares (except to an affiliate) until June 13, 2026.

Miscellaneous. This Agreement set forth the parties’ final and entire agreement with respect to the subject matter hereof,

may not be changed or terminated orally and shall be governed by and shall be construed in accordance with the laws of the State of North

Carolina applicable to contracts made and to be performed in North Carolina.

WITNESS WHEREOF, the parties have duly executed this Option Agreement on the date first above written.

COMPANY:

ALPHA MODUS HOLDINGS, INC.

By: /s/

William Alessi

William

Alessi

CEO

STOCKHOLDER:

The

Alessi 2023 Irrevocable Trust

By: /s/

Sonia Alessi

Sonia

Alessi

Trustee

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