ALPHA MODUS HOLDINGS, INC.
Items (4)
Item 1.01. Entry into a Material Definitive Agreement. Effective June 30, 2026, Alpha Modus Holdings, Inc. (the “ Company SPA Investor Pre-Paid Purchase Pre-Paid Purchases Commitment Amount Common Shares Pre-Delivery Shares The SPA includes customary representations, warranties and covenants by the Company and customary closing conditions. The SPA prohibits the Company, while any Pre-Paid Purchase is outstanding, from issuing any (i) debt securities other than trade payables in the ordinary course of business, or (ii) any variable rate equity securities. The SPA also prohibits the Company from making any payments to William Alessi, the Company’s CEO, or any of his affiliates, with respect to any debt obligations owed by the Company to any of those affiliated debtholders. The SPA prohibits the issuance to the Investor under any Pre-Paid Purchase of a number of Common Shares in excess of the amount that would be permitted under Nasdaq Listing Rule 5635(d) without shareholder approval (the “ Exchange Cap Shareholder Approval SEC Each Pre-Paid Purchase will be issued in substantially the same form as the Initial Pre-Paid Purchase (defined below), matures 18 months following the date the purchase price for such Pre-Paid Purchase is delivered to the Company (the “ Purchase Price Date Each Pre-Paid Purchase is secured by a security agreement (the “ Security Agreement IP Security Agreement Guaranty Capital Party Capital Parties Subordination Agreement Chumas Common Shares On June 30, 2026, the Company sold to the Investor (i) an initial Pre-Paid Purchase in the original principal amount of $2,190,000 (the “ Initial Pre-Paid Purchase The foregoing descriptions of the SPA, Pre-Paid Purchases, Security Agreement, IP Security Agreement, Guaranty, and Subordination Agreement, do not purport to be complete and are qualified in their entirety by reference to the full text of the agreements, copies of which are filed as Exhibits 10.1-10.6 to this Current Report on Form 8-K and incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure provided above in Item 1.01 above is incorporated by reference into this Item 2.03.
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 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 converted their 215,000 shares of Series C Preferred Stock of the Company into 152,206 Common Shares as required by the SPA and Subordination Agreement described above (converting 430,000 shares of Series C Preferred Stock in the aggregate into 304,412 Common Shares - the Chumas Common Shares). The Chumas Common Shares were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, as the Chumas Common Shares were issued in exchange for preferred shares held by the shareholders, there was no additional consideration for the exchange, and there was no remuneration for the solicitation of the exchange. Following the issuance of the Pre-Delivery Shares and Chumas Common Shares, the Company had 4,876,593 shares of Class A common stock outstanding.
Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Description No. 10.1 Securities Purchase Agreement, dated June 29, 2026, by Alpha Modus Holdings, Inc. and Streeterville Capital, LLC 10.2 Secured Pre-Paid Purchase #1, issued by Alpha Modus Holdings, Inc. to Streeterville Capital, LLC, dated June 29, 2026 10.3 Security Agreement, dated June 29, 2026, by Alpha Modus Holdings, Inc., Alpha Modus, Corp., Alpha Modus Financial Services, LLC, and Streeterville Capital, LLC 10.4 Intellectual Property Security Agreement, dated June 29, 2026, by Alpha Modus, Corp., and Streeterville Capital, LLC 10.5 Guaranty, dated June 29, 2026, by Alpha Modus, Corp., Alpha Modus Financial Services, LLC, and Streeterville Capital, LLC 10.6 Subordination and Voting Agreement, dated June 29, 2026, by Alpha Modus Holdings, Inc., Alpha Modus, Corp., Streeterville Capital, LLC, and the Capital Parties ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 104 Cover 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 Date: By: /s/ Name: William Title: President