Entry into a Material Definitive Agreement. On October 21, 2026, Alpha Modus Holdings, Inc. (the “ Company ”) entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with an institutional investor pursuant to which the Company agreed to sell and issue in a registered direct offering (the “ Offering ”) an aggregate of 6,304,348 shares (the “ Shares ”) of its Class A common stock, par value $0.0001 per share (the “ Common Stock ”). The offering price per Share is $1.15, for ag…

Co-CEO — Wenlong Tong: The filing announces the external appointment of a new Co-CEO and Co-Chairman, which is a significant management change but not a departure of existing leadership.

above, which description is incorporated by reference into this Item 8.01, the Company believes that it now currently has stockholders’ equity well in excess of $200 million, and the Company has therefore regained compliance with Nasdaq’s continued listing rules, specifically the minimum stockholders’ equity requirement of $2.5 million under Nasdaq Listing Rule 5550(b)(1). Nasdaq has indicated to the Company that Nasdaq will continue to monitor the Company’s ongoing compliance with Nasdaq’s s…

At closing of the PIPE Financing, the Shares and Warrants will be issued to the Investors pursuant to the exemptions from the registration requirements of the Securities Act provided by Section 5 and Regulation S promulgated thereunder, as well as Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, as the Investors are non-U.S. persons, accredited and had adequate access, through business or other relationships, to information about the Company, and t…

Entry into a Material Definitive Agreement. On August 26, 2026, Alpha Modus Holdings, Inc. (the “ Company ”) entered into a securities purchase agreement (the “ SPA ”) with the non-U.S. investors named therein (the “ Investors ”), pursuant to which the Company agreed to issue and sell to the Investors, and the Investors agreed to purchase from the Company, an aggregate of (i) 51,621,560 shares of Class A Common Stock (the “ Shares ”), and (ii) warrants to purchase an additional 51,621,560 sha…

Regulation FD Disclosure. On August 27, 2026, the Company issued a press release announcing the PIPE Financing transaction. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the liabilities of that Section, nor shall it be deemed inco…

Chief Revenue Officer — Thomas Gallagher: The Chief Revenue Officer was terminated without cause, representing a genuine loss of a senior executive.

Entry into a Material Definitive Agreement. The disclosure in

Chief Strategy Officer — Alexander (Sasha) Asgary: The filing discloses the appointment of a new Chief Strategy Officer (Asgary) and the reassignment of the previous holder (Chumas) to a subsidiary role, representing an internal succession/promotion rather than a loss of a senior executive.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure provided above in

The Pre-Delivery Shares were issued pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, as the Investor was accredited and had adequate access, through business or other relationships, to information about the Company, and the sale did not involve a public offering of securities or any general solicitation. On June 29, 2026, Chris Chumas and his IRA each con…

Entry into a Material Definitive Agreement. Effective June 30, 2026, Alpha Modus Holdings, Inc. (the “ Company ”) entered into a securities purchase agreement (the “ SPA ”) with Streeterville Capital, LLC (the “ Investor ”), pursuant to which the Company would sell and the Investor would purchase (i) one or more Secured Pre-Paid Purchases (each a “ Pre-Paid Purchase ,” and collectively the “ Pre-Paid Purchases ”) in the aggregate purchase amount of up to $10,000,000 (the “ Commitment Amount ”…

Material Modification to Rights of Security Holders. On June 3, 2026, Alpha Modus Holdings, Inc. (the “ Company ”), filed a Certificate of Amendment to Certificate of Incorporation with the State of Delaware to effect a 1-for-40 reverse stock split of the Company’s issued and outstanding shares of Class A common stock (the “ Reverse Stock Split ”). Reason for the Reverse Stock Split The Reverse Stock Split is being effected solely to enable the Company to expeditiously restore compliance with…

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 Priva…

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 mil…

Entry into a Material Definitive Agreement. On 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 ”). In the Exchange Agreement, the trust agreed not…

Unregistered Sales of Equity Securities. On or about January 20, 2026, the Company issued 45,817 shares of Class A common stock to each of the four non-employee directors of the Company (William Ullman, Greg Richter, Michael Garel, and Scott Wattenberg) in consideration of each of the directors’ $25,000 quarterly equity fee for the fourth quarter of 2025 pursuant to their director agreements, valued based on the 10-day average closing price of the Company’s common stock as of the end of the f…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On January 12, 2026, Alpha Modus Holdings, Inc. (the “ Company ”) received a written notice (the “ Notice ”) from the Listing Qualifications Department of The Nasdaq Stock Market (“ Nasdaq ”) indicating that the Company is not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market (the “ Bid Pric…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure provided above in

Entry into a Material Definitive Agreement. Effective December 30, 2025, Alpha Modus Holdings, Inc. (the “ Company ”) entered into a securities purchase agreement (the “ Securities Purchase Agreement ”) with Alexander Haase-Dubosc (the “ Investor ”), pursuant to which the Company issued a convertible promissory note to the Investor in the original principal amount of $110,000 (the “ Note ”) for a purchase price of $100,000 (the “ Purchase Price ”). The Note accrues interest at 7% per annum, m…

Entry into a Material Definitive Agreement. Effective December 2, 2025, Alpha Modus Holdings, Inc. (the “ Company ”) entered into a securities purchase agreement (the “ Securities Purchase Agreement ”) with AIFirst Ventures LLC (the “ Investor ”), pursuant to which the Company issued (i) a convertible promissory note to the Investor in the original principal amount of $250,000 (the “ Note ”), and (ii) a common stock purchase warrant to the Investor to purchase 1,000,000 shares of Company Clas…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure provided above in

The Company agreed to issue the foregoing securities pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, as Black Marble was an accredited investor or was financially sophisticated, it had adequate access, through business or other relationships, to information about the Company, and the sale did not involve a public offering of securities or any general sol…

Entry into a Material Definitive Agreement. On October 24, 2025, Alpha Modus Holdings, Inc. (the “ Company ”) entered into a consulting agreement with Black Marble LP (“ Black Marble ”), pursuant to which Black Marble would provide sales and application development services to the Company, and the Company would issue Black Marble 1,628,664 restricted shares of Class A common stock, which shall be subject to the following vesting requirements: (i) the shares shall vest in four equal installmen…

Entry into a Material Definitive Agreement. On October 24, 2025, Alpha Modus Holdings, Inc. (the “ Company ”) entered into consulting agreements with Rucus Holdings LLC (“Rucus”) and Leron Group LLC (“Leron”), pursuant to which Rucus and Leron would provide marketing and sales services to the Company in connection with the rollout of the Company’s financial services kiosks with a major US retailer, and the Company would issue Rucus 250,000 shares of Class A common stock, and the Company would…