Alpha Modus Holdings, Inc. Announces Exchange Agreement and Faces Nasdaq Delisting Risk

April 6, 2026 – Alpha Modus Holdings, Inc. (“Alpha Modus” or the “Company”) filed a Form 8-K with the Securities and Exchange Commission disclosing two highly significant developments that could have a material impact on its share price and the value for current and prospective shareholders:

• Execution of an Exchange Agreement to convert Preferred Shares to Common Shares
• Receipt of a Nasdaq Notice regarding failure to satisfy continued listing standards

Key Points from the Report

1. Exchange Agreement – Preferred for Common Share Swap

Alpha Modus announced that it has entered into an Exchange Agreement dated effective April 8, 2026, with The Alessi 2023 Irrevocable Trust (the “Stockholder”). According to the agreement:

• The Company will exchange certain Preferred Shares held by the Stockholder for Common Shares of Alpha Modus.
• The Common Shares will not be issued, and the Preferred Shares will not be cancelled until the Company receives shareholder approval as required by Rule 5635 of Nasdaq’s Listing Rules.
• The main objectives of this exchange are:
  • To increase the market value of Alpha Modus’s listed securities and help regain compliance with Nasdaq’s Minimum Value of Listed Securities (MVLS) Standard.
  • To materially reduce the Company’s stockholders’ deficit.
• The full text of the Exchange Agreement is filed as Exhibit 10.1 to the 8-K.

2. Nasdaq Delisting Risk – Failure to Meet Listing Standards

On April 6, 2026, Alpha Modus received a formal notice from Nasdaq stating that the Company is not in compliance with certain continued listing standards. Specifically:

• Failure to meet the Market Value of Listed Securities (MVLS) Standard under Nasdaq’s Listing Rules.
• This notice does not have an immediate effect on the listing or trading of Alpha Modus’s securities, but an indicator will be displayed with quotation information on NASDAQ.com and other third-party market data platforms.
• If the Company fails to regain compliance in a timely manner, its securities may be delisted from Nasdaq.
• The Company has 45 days to submit a compliance plan to Nasdaq. If accepted, Nasdaq may grant an extension of up to 180 calendar days from the notice date.

Potential Consequences of Delisting:

• Reduced liquidity and market price for Alpha Modus common stock
• Fewer investors willing to hold or acquire the Company’s stock, potentially impacting future capital raises
• Limitations on Alpha Modus’s ability to offer and sell freely tradable securities, restricting access to public capital markets
• Impairment of the Company’s ability to provide equity incentives to employees

Emerging Growth Company Status

Alpha Modus has indicated that it is an Emerging Growth Company under Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Securities Exchange Act of 1934. However, it has not elected to use the extended transition period for complying with new or revised financial accounting standards.

Unregistered Sales of Equity Securities

The Common Shares to be issued under the Exchange Agreement will be offered in reliance on the Section 3(a)(9) exemption of the Securities Act of 1933, as amended. This exemption applies because the shares will be issued in exchange for Preferred Shares with no additional consideration or remuneration for the exchange.

Forward-Looking Statements and Risks

The Company’s report includes forward-looking statements regarding the exchange of shares, compliance with Nasdaq rules, and the continued listing of its common stock. Management cautions that actual results may differ materially due to:

• Possible material delays in financial reporting
• Failure to regain or maintain Nasdaq compliance, or violations of additional listing rules
• Other risks detailed in the Company’s SEC filings, including Form 10-K and Form 10-Q

Shareholder Impact & Price Sensitivity

• Shareholders should closely monitor the upcoming shareholder approval process for the Exchange Agreement. Delays or failure to approve could impact the Company’s efforts to regain compliance.
• The risk of delisting from Nasdaq is material and could lead to a significant decline in share liquidity, price, and the Company’s ability to raise capital.
• The exchange of Preferred Shares for Common Shares, if completed, may affect the share structure and could dilute existing holders, but is aimed at improving the Company’s financial position and market value.

Conclusion

Alpha Modus Holdings, Inc. faces a critical period as it seeks shareholder approval for a major share exchange and addresses compliance deficiencies with Nasdaq. Shareholders and potential investors should follow developments closely, as outcomes from these actions could have substantial effects on the value and tradability of Alpha Modus shares.

Disclaimer: This article is based on the Company’s recent SEC filings and is intended for informational purposes only. It does not constitute investment advice. Investors should perform their own due diligence and consult financial advisors before making investment decisions. The Company’s situation is subject to change, and forward-looking statements involve risks and uncertainties.

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