Alpha Modus Holdings, Inc. Executes Agreement to Reduce Preferred Overhang, Strengthen Balance Sheet, and Advance Nasdaq Compliance

Rhea-AI Summary

Alpha Modus Holdings (NASDAQ: AMOD) executed an exchange agreement on April 13, 2026 to convert 90% of its remaining Series C preferred stock—removing roughly $37 million in callable preferred securities—and to convert over 94% of the original 7.5 million preferred shares issued at the 2024 business combination.

The transaction retires legacy preferred protections, issues common shares reflecting pre-existing economic rights, leaves about 430,000 preferred shares outstanding, and is intended to materially reduce the stockholders' deficit and support regaining Nasdaq compliance.

AI-generated analysis. Not financial advice.

Positive

• Removes approximately $37 million in callable preferred securities
• Converts 90% of remaining Series C preferred into common equity
• Over 94% of original 7.5 million preferred shares converted
• Aggregate removal of over $71 million in convertible preferred stock
• Expected material reduction in the company's stockholders' deficit
• Supports Nasdaq compliance effort with defined exchange step

Negative

• Nasdaq notice received for failure to meet alternative listing standards
• Approximately 430,000 Series C preferred shares remain outstanding
• Company may use future convertible instruments that could dilute common

News Market Reaction – AMOD

+7.88%

3 alerts

+7.88% News Effect

+3.3% Peak Tracked

-5.7% Trough Tracked

+$1M Valuation Impact

$18.39M Market Cap

0.1x Rel. Volume

On the day this news was published, AMOD gained 7.88%, reflecting a notable positive market reaction. Argus tracked a peak move of +3.3% during that session. Argus tracked a trough of -5.7% from its starting point during tracking. Our momentum scanner triggered 3 alerts that day, indicating moderate trading interest and price volatility. This price movement added approximately $1M to the company's valuation, bringing the market cap to $18.39M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Callable preferred removed: $37 million Legacy preferred converted: 90% Prior mezzanine equity eliminated: $41 million +5 more

8 metrics

Callable preferred removed $37 million Callable, potentially dilutive preferred securities removed from capital structure

Legacy preferred converted 90% Portion of legacy preferred equity converted into common stock

Prior mezzanine equity eliminated $41 million Previously eliminated mezzanine equity cited as past initiative

Convertible preferred removed $71 million Aggregate convertible preferred stock removed after exchanges

Original preferred issued 7.5 million shares Original preferred shares issued at business combination closing in 2024

Remaining Series C Preferred 430,000 shares Approximate Series C Preferred shares held by Chief Strategy Officer

Lock-up end date June 13, 2026 Transfer restrictions on exchanged common shares through this date

Nasdaq plan timeline 45 days / 180 days Deadline to submit compliance plan and potential period to regain compliance

Market Reality Check

Price: $0.2316 Vol: Volume 313,623 is below 2...

low vol

$0.2316 Last Close

Volume Volume 313,623 is below 20-day average 537,462 (0.58x), suggesting a modest pre-news positioning. low

Technical Shares at 0.3374, trading below the 200-day MA of 0.88 and near the 52-week low of 0.32.

Peers on Argus

With AMOD modestly up, 3 peers in momentum (e.g., NTCL, AIFF, WETO) also moved u...

3 Up 1 Down

With AMOD modestly up, 3 peers in momentum (e.g., NTCL, AIFF, WETO) also moved up with median gains around 5.4%, while 1 peer (BMR) moved down, indicating a mix of stock-specific news and broader sector strength.

Historical Context

5 past events · Latest: Apr 01 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Apr 01	Patent issuance	Positive	+1.2%	USPTO issued core AI retail personalized marketing patent.
Mar 16	Product rollout	Positive	+2.6%	Alpha Cash launch plans and initial retail deployment timeline.
Mar 06	Litigation settlement	Positive	-4.6%	Settlement of AI retail patent litigation with dismissal with prejudice.
Feb 05	Strategy letter	Positive	-8.8%	CEO letter outlining IP strategy and highlighting a $250M S-3 shelf.
Feb 03	Partnership deal	Positive	-1.0%	Multi-year ACI Worldwide deal for Alpha Cash remittance infrastructure.

Pattern Detected

Recent positive strategic or IP news has produced mixed reactions, with several favorable updates followed by negative or muted price moves.

Recent Company History

Over the last few months, AMOD has combined IP wins and product build-out with active capital markets activity. A new patent on Mar 31, 2026 and an Alpha Cash rollout plan both saw small positive moves. By contrast, a litigation settlement, a CEO strategy letter referencing a $250 million shelf, and a major ACI infrastructure deal all coincided with negative 24-hour reactions, suggesting investors have been cautious toward growth and financing narratives. Today’s capital-structure cleanup fits into that ongoing balance-sheet evolution.

Regulatory & Risk Context

Active S-3 Shelf · $250,000,000

Shelf Active

Active S-3 Shelf Registration 2026-01-07

$250,000,000 registered capacity

An effective S-3 shelf filed on 2026-01-07 allows AMOD to offer up to $250,000,000 of Class A common stock, warrants and/or units, including up to $3,500,000 via an at-the-market program. The shelf has been used in multiple 424B3 filings, indicating ongoing access to equity capital for financing needs.

Market Pulse Summary

The stock moved +7.9% in the session following this news. A strong positive reaction aligns with man...

Analysis

The stock moved +7.9% in the session following this news. A strong positive reaction aligns with management’s effort to simplify AMOD’s capital stack and address Nasdaq requirements. Converting legacy preferred into common removes structural preferences and fixes future share issuance, while cumulative removal of over $71 million in convertible preferred cleans up the balance sheet. However, investors have a live $250,000,000 shelf and ATM capacity to monitor for any future equity usage that could affect sentiment.

Key Terms

preferred securities, mezzanine equity, derivative liability, liquidation preferences, +4 more

8 terms

preferred securities financial

"Removes ~$37million in callable, potentially dilutive preferred securities"

Preferred securities are a hybrid claim that sits between stocks and bonds: they usually pay a fixed or regularly scheduled dividend like a bond but represent ownership like a stock. Investors care because preferreds offer steadier income and priority on dividend and bankruptcy payments over common shares, while giving less potential for price gains, making them a choice for income-focused portfolios seeking lower volatility than ordinary equity.

mezzanine equity financial

"including the prior elimination of approximately $41 million in mezzanine equity"

Mezzanine equity is a layer of financing that sits between bank loans and full ownership, combining elements of borrowed money and equity. It often gives lenders higher potential returns in exchange for taking more risk, sometimes with the option to convert into ownership or receive extra payments; think of it as a middle seat that pays more because it’s less secure than front-row debt. Investors watch it because it affects a company’s debt risk, potential dilution of ownership, and expected returns.

derivative liability financial

"does not introduce new convertible securities, derivative liability or mezzanine equity"

A derivative liability is an obligation a company owes because of a derivatives contract—such as an option, future, swap, or forward—that has moved against it and now has negative value. Think of it like a settled bet that turned into a bill: if market moves go the other way, the company may have to pay cash or deliver assets. Investors care because these liabilities can create sudden losses, add leverage or counterparty risk, and change a company’s true financial exposure beyond its everyday operations.

liquidation preferences financial

"relinquish all preferred stock protections, including a conversion price... liquidation preferences"

Liquidation preferences are contract terms that determine who gets paid first and how much when a company is sold, merged, or shuts down. Think of them like a special checkout lane that lets certain investors reclaim a set amount—often their original investment or a multiple—before other owners receive any proceeds; this protection changes how much different stakeholders can expect to get from an exit and influences investment value and negotiating power.

conversion price financial

"relinquish all preferred stock protections, including a conversion price tied to prevailing market prices"

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

convertible securities financial

"does not introduce new convertible securities, derivative liability or mezzanine equity"

Convertible securities are bonds or preferred shares that can be exchanged for a company’s common stock at a predetermined price or under specified conditions. They matter because they combine the steadiness of a loan or fixed dividend with the potential upside of ownership; like a safety‑net that carries a one‑time ticket to become a shareholder, they affect expected returns and can dilute existing stock if converted.

Nasdaq listing standards regulatory

"Improve key balance sheet metrics required under Nasdaq listing standards."

Nasdaq listing standards are the set of rules a company must meet to be admitted to and remain on the Nasdaq stock market, covering financial thresholds (like minimum share price and earnings), reporting and disclosure, and board and governance practices. They matter to investors because meeting these standards signals a baseline of financial health and transparency, reduces the risk of sudden delisting, and helps ensure a market with enough buyers and sellers—like a safety checklist that keeps the trading venue orderly and trustworthy.

Nasdaq compliance regulatory

"support its path toward full Nasdaq compliance."

Nasdaq compliance is the set of ongoing rules and requirements that a company must meet to remain listed on the Nasdaq stock exchange, covering things like timely financial reports, minimum share price or market value, and basic governance and disclosure practices. For investors it matters because compliance signals whether a company is meeting basic transparency and stability standards—like a vehicle passing regular inspections—and failure can lead to fines, trading restrictions, or delisting, which affects liquidity and risk.

AI-generated analysis. Not financial advice.

Removes ~$37million in callable, potentially dilutive preferred securities and converts 90% of legacy preferred equity into common stock

CHARLOTTE, N.C., April 13, 2026 (GLOBE NEWSWIRE) --  Alpha Modus Holdings, Inc. (“Alpha Modus”) (NASDAQ: AMOD) (“Alpha Modus” or the “Company”), a leader in AI-driven retail technology and financial services infrastructure, today announced the next step in its capital structure strategy, executing a deliberate transformation designed to simplify its balance sheet, reduce legacy preferred equity, and support its path toward full Nasdaq compliance.

The Company has entered into an exchange agreement with the family trusts of its Chief Executive Officer, pursuant to which all remaining Series C Preferred Stock controlled by the CEO’s family, which constitutes 90% of the outstanding preferred stock, will be retired and converted into common equity, removing the vast majority of preferred stock from the Company’s current capital structure.

This action represents a continuation of the Company’s previously executed balance sheet initiatives, including the prior elimination of approximately $41 million in mezzanine equity, significantly reducing the Company’s stockholders’ deficit and simplifying its financial profile.

“This is not a financing event – it is a structural execution,” said William Alessi, Chief Executive Officer of Alpha Modus. “This was a deliberate, planned evolution of our capital structure. We are removing legacy preferred features and transitioning insider ownership entirely into common equity – the same class of stock held by our investors. There is no change in philosophy – it's execution. We succeed or fail alongside our shareholders.”

A Planned Execution, Structural Transformation, Not Dilution

This action is part of a pre-planned and coordinated, multi-step capital strategy to:

• Reduce preferred equity overhang.
• Remove structural impediments to valuation and institutional investment.
• Transition insider ownership entirely into common equity alongside shareholders.
• Improve key balance sheet metrics required under Nasdaq listing standards.
  
  

Importantly, the common shares to be issued in the exchange reflect pre-existing economic rights embedded in the preferred securities that were negotiated prior to the closing of the business combination in 2024. This transaction does not introduce new convertible securities, derivative liability or mezzanine equity which would decrease stockholders’ equity but rather will convert legacy mezzanine obligations into a transparent, more-unified equity structure that should materially reduce Alpha Modus’s stockholders’ deficit.

Insider Participation in Common Equity, No Structural Preferences

As part of the transaction:

• The CEO’s family trust will relinquish all preferred stock protections, including a conversion price tied to prevailing market prices, liquidation preferences and structural priority.
• Insider ownership will overwhelmingly be held in common equity alongside common shareholders.
• Shares received in the exchange are subject to transfer restrictions through June 13, 2026, the same date that the preferred shares were originally subject to lock-up.
  
  

Near-Complete Reduction of Preferred Equity

Following completion of the exchange, 90% of the Company’s remaining preferred, and over 94% of the original 7.5 million preferred shares issued at closing of the business combination in 2024 will have been converted into common equity, materially reducing the structural preferred stock overhang that has historically impacted the Company’s capital profile.

This conversion will complete the removal of, in the aggregate, over $71 million in convertible preferred stock, representing a significant simplification of the Company’s balance sheet and capital structure.

A limited number of shares of Series C Preferred Stock will remain outstanding, consisting of approximately 430,000 shares held by the Company’s Chief Strategy Officer. This represents a small portion of the Company’s historical preferred structure and is expected to be addressed in the future as part of the Company’s ongoing capital structure initiatives.

While public commentary may at times mischaracterize these actions, the Company emphasizes that this transaction represents a conversion of pre-existing preferred convertible securities into a simplified and transparent equity structure – not the creation of new dilution in a vacuum, but the removal of legacy dilutive instruments that previously had price protections built in. The exchange of preferred stock into common stock will eliminate those price protections, fix the number of common shares issuable for the preferred stock, and ensure that the preferred stock will not convert into a greater number of shares of common stock in the future.

The Company continues to evaluate its capital structure on an ongoing basis and may utilize a range of financing instruments, including preferred equity or debt instruments convertible into common stock, as appropriate to support future strategic initiatives.

Positioned to Regain Nasdaq Compliance

The Company is actively executing a defined plan to meet Nasdaq listing requirements following a recent Nasdaq notice received regarding Nasdaq’s alternative financial listing standards, and the Company’s failure to meet any of those three alternative standards.

This exchange directly supports that effort by materially reducing the Company’s stockholders’ deficit and materially increasing the market value of the Company’s listed securities.

Alpha Modus has 45 days from the date of receipt of the Nasdaq notice to submit a compliance plan Nasdaq describing how it plans to regain compliance with Nasdaq’s listing standards, and the Company may be granted up to 180 days to regain compliance if that plan is accepted. The Company believes the exchange of the Company’s preferred stock for common stock will be a crucial step in the plan to regain compliance with Nasdaq’s listing standards.

About Alpha Modus Holdings, Inc.

Alpha Modus is a vertical AI company focused on real-time, in-store shopper engagement and attribution. Its patented “closed-loop” retail AI framework, Sense → Decide → Deliver → Attribute, enables brands and retailers to measure the full impact of digital content, physical interactions, and transaction outcomes. Through subsidiaries like Alpha Modus Financial Services, the company is actively deploying technologies that merge artificial intelligence, retail media, and financial access across the physical retail landscape.

For more information, visit: www.alphamodus.com

Alpha Modus maintains a comprehensive overview of its patent portfolio on its website: https://alphamodus.com/what-we-do/patent-portfolio/.

For more information and to access Alpha Modus’ press room, visit: https://alphamodus.com/press-room/

Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Alpha Modus’s actual results may differ from their expectations, estimates, and projections, and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements, but are not the exclusive means of identifying these statements. These forward-looking statements include, without limitation, Alpha Modus’s expectations with respect to anticipated action by the Company, anticipated effects of the exchange of preferred stock for common stock, the Company’s listing of its common stock on Nasdaq, and future performance.

Alpha Modus Holdings, Inc. (“Alpha Modus”) cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Alpha Modus does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.

Contact Information

Investor Relations
Alpha Modus Holdings, Inc.
Email: ir@alphamodus.com
Website: www.alphamodus.com

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FAQ

What did Alpha Modus (AMOD) announce on April 13, 2026 about preferred stock?

Alpha Modus announced an exchange converting 90% of remaining Series C preferred into common stock. According to the company, this removes roughly $37 million in callable preferred and converts over 94% of the original preferred issued in 2024.

How many preferred shares will remain after the AMOD exchange and who holds them?

About 430,000 Series C preferred shares will remain outstanding. According to the company, those shares are held by the Chief Strategy Officer and are expected to be addressed in future capital structure initiatives.

Will the AMOD exchange create new dilution for common shareholders?

The company says the exchange converts pre-existing economic rights and does not introduce new convertible securities. According to the company, it removes legacy price protections and fixes the common share conversion amounts tied to the preferred stock.

How does the AMOD transaction affect the company’s Nasdaq compliance timeline?

The exchange is intended to materially reduce the stockholders' deficit and assist compliance. According to the company, Alpha Modus has 45 days to submit a Nasdaq compliance plan and may be granted up to 180 days to regain compliance if accepted.

How much aggregate preferred liability has Alpha Modus removed through these capital steps?

The company reports eliminating over $71 million in convertible preferred stock in aggregate. According to the company, this reflects prior mezzanine eliminations plus the current exchange converting significant legacy preferred into common equity.