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

CHARLOTTE, N.C., April 13, 2026 (GLOBE NEWSWIRE) --   (“Alpha Modus”) () (“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 , 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.

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Alpha Modus maintains a comprehensive overview of its patent portfolio on its website:.

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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

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Alpha Modus Holdings, Inc.

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