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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): September 8, 2025
ALPHA MODUS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40775 | 86-3386030 | ||
|
(State or other jurisdiction of 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 ☒
If 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.
The disclosure provided above in Item 1.02 below is incorporated by reference into this Item 1.01.
Item 1.02. Termination of a Material Definitive Agreement.
As disclosed in the Current Report on Form 8-K of Alpha Modus Holdings, Inc. (the “Company”) filed on August 15, 2025, on August 14, 2025, the Company entered into an exchange agreement (the “Exchange Agreement”) with a family trust of the Company’s CEO, William Alessi, pursuant to which the trust would exchange an aggregate of 4,300,000 shares of Series C Preferred Stock (held in the name of The Alessi 2023 Irrevocable Trust, which shares are deemed to be beneficially owned by Mr. Alessi as Mr. Alessi’s spouse is the trustee of the trust) for an aggregate of 40,111,940 shares of Class A common stock.
On September 8, 2025, the Company and the family trust entered into a cancellation agreement terminating the Exchange Agreement because the closing price of the Company’s Class A common stock has decreased from approximately $1.10/share on August 15, 2025, to $0.8839/share on September 5, 2025. The Company will no longer be issuing 40,111,940 shares of Class A common stock under the Exchange Agreement.
The foregoing description of the cancellation 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 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Cancellation Agreement, dated September 8, 2025, 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: September 8, 2025 | By: | /s/ William Alessi |
| Name: | William Alessi | |
| Title: | President and Chief Executive Officer | |
Exhibit 10.1
CANCELLATION AGREEMENT
THIS CANCELLATION AGREEMENT (“Agreement”) is entered into effective as of September 8, 2025 (the “Effective Date”), by and between Alpha Modus Holdings, Inc., a Nevada corporation (“Alpha Modus”), and The Alessi 2023 Irrevocable Trust (the “Holder”).
WITNESSETH:
WHEREAS, the Holder and Alpha Modus entered into an Exchange Agreement, dated August 14, 2025 (the “Exchange Agreement”), pursuant to which the Holder would return and cancel 4,300,000 shares of Series C Preferred Stock of Alpha Modus (the “Preferred Shares”) held by the Holder, and Alpha Modus would issue 40,111,940 shares of Class A common stock of Alpha Modus (the “Common Shares”) to the Holder;
WHEREAS, the Exchange Agreement and its terms were disclosed by Alpha Modus to the public on August 15, 2025;
WHEREAS, the Preferred Shares have not yet been returned and cancelled, and the Common Shares have not yet been issued, but since August 15, 2025, the closing price of Alpha Modus’s common stock has decreased from approximately $1.10/share to 0.8839 on September 5, 2025; and
WHEREAS, Alpha Modus and the Holder now desire to cancel the Exchange Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and the covenants herein, the parties hereto agree as follows:
1. Cancellation.
The Exchange Agreement shall be considered cancelled and of no further effect.
2. Parties.
This Agreement is for the benefit of, and binds, the parties, their successors and permitted assigns.
3. Counterparts.
This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. This Agreement may be executed by facsimile or by email of PDF or digital image format files of the executed signature page hereto.
4. Governing Law.
This Agreement and all matters or issues collateral thereto shall be governed by the laws of the State of Delaware.
5. Attorney Fees.
In the event of default hereunder, the non-defaulting party shall be entitled to recover reasonable attorney fees incurred in the enforcement of this Agreement.
6. Further Assurances.
Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
The parties have executed this Agreement on the dates indicated below to be effective as of the Effective Date.
| ALPHA MODUS HOLDINGS, INC. | ||
| /s/ William Alessi | ||
| Name: | William Alessi | |
| Title: | Chief Executive Officer | |
| THE ALESSI 2023 IRREVOCABLE TRUST | ||
| /s/ Sonia Alessi | ||
| Name: | Sonia Alessi | |
| Title: | Trustee | |